SEC File No. 70-10102


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                               Amendment No. 1 to

                                    FORM U-1

                                   APPLICATION

                                      UNDER

             THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ("Act")

                                FIRSTENERGY CORP.
                              76 South Main Street
                                Akron, Ohio 44308

                          GPU DIVERSIFIED HOLDINGS LLC
                               300 Madison Avenue
                          Morristown, New Jersey 07962


             (Name of companies filing this statement and addresses
                         of principal executive offices)

                                FIRSTENERGY CORP.
                                -----------------

          (Name of top registered holding company parent of applicants)

Leila L. Vespoli                           Douglas E. Davidson, Esq.
Senior Vice President                      Thelen Reid & Priest LLP
  and General Counsel                      40 West 57th Street, 26th Floor
FirstEnergy Corp.                          New York, New York 10019
76 South Main Street
Akron, Ohio 44308

                 (Names and addresses of agents for service)




          FirstEnergy  Corp. and GPU  Diversified  Holdings LLC hereby amend and
restate the  Application on Form U-1 filed in this docket on November 1, 2002 in
its entirety as follows:

ITEM 1.   DESCRIPTION OF PROPOSED TRANSACTIONS.
            ------------------------------------

          A.  By Order dated  October 29,  2001 (HCAR No.  27459)  (the  "Merger
Order"),  as supplemented  by a Supplemental  Order dated November 5, 2001 (HCAR
No. 27463),  the Commission  authorized the acquisition of GPU, Inc.  ("GPU") by
FirstEnergy  Corp.  ("FirstEnergy")  pursuant to an Agreement and Plan of Merger
dated as of August 8, 2000  (such  acquisition,  the  "Merger").  The Merger was
effective  as of  November  7, 2001 and,  after the  Merger,  all of the  direct
subsidiaries of GPU,  including GPU Diversified  Holdings LLC ("GPUDH"),  became
direct subsidiaries of FirstEnergy.  By Orders dated December 17, 1996 (HCAR No.
26631)  and  December  26,  1996  (HCAR No.  26635)  (collectively,  the  "Prior
Orders"),  the  Commission  authorized  GPU  International,   Inc.  ("GPUI"),  a
then-wholly  owned  subsidiary  of GPU,  to invest up to $30  million in Ballard
Generation Systems Inc. ("BGS"),  a Canadian  corporation which at that time was
to become a joint venture between GPUI and Ballard Power Systems Inc. ("BPS"), a
Canadian  corporation.1  The  sole  purpose  of BGS  was,  and is,  to  develop,
manufacture and market  stationary power systems  employing fuel cell technology
("Stationary  Fuel Cell Power  Systems").  On December 24, 1996,  GPUI purchased
300,001 Class B Voting  Common  shares and 290,300 Class C Non-Voting  Preferred
shares in the capital of BGS for a total purchase price of $5,903,000,  and over
the  course  of the next two  years  and in  accordance  with the  Prior  Orders
purchased  1.3 million  additional  BGS shares for a total  additional  purchase
price of $13  million.2  GPUI paid  $10.00 per share for all Class B and Class C
shares it purchased.  As a result of the restructuring

-------------------
1  The Prior Orders also authorized  GPUI to acquire  warrants  ("Warrants")  to
purchase 100,000 BPS common shares.  As a result of subsequent BPS stock splits,
the Warrants represented the right to purchase 300,000 BPS common shares.
2  Such 1.3  million  additional  BGS shares consist  of 250,000  Class B shares
purchased on October 24, 1997, 150,000 Class B shares and 100,000 Class C shares
purchased  on November  24,  1997,  300,000  Class B shares and 100,000  Class C
shares  purchased on June 12, 1998 and 400,000 Class C shares purchased on March
29, 2000.



described in paragraph B below,  GPUDH,  a Delaware  limited  liability  company
that,  as a result of the Merger,  is now a direct,  wholly-owned  subsidiary of
FirstEnergy,  currently owns 1,425,001 Class B Voting Common3 shares and 890,300
Class C Non-Voting  Preferred shares.  There are currently  16,610,012 shares of
BGS voting common shares outstanding  (15,185,011 Class A and 1,425,081 Class B)
and 890,300 shares of BGS Class C Non-Voting  Preferred  outstanding.  Thus, the
shares GPUDH currently owns represent, in the aggregate,  approximately 13.2% of
the equity  (including  voting and non-voting  preferred  stock) and 8.6% of the
outstanding voting securities of BGS.

          B.  In   December   2000,   the  GPU  system   effected   an  internal
restructuring,  in connection  with which GPUI was sold to a third party and all
of the  GPUI-owned  Class B and Class C BGS shares and an option to  purchase an
additional  425,000 Class B BGS shares,4  which has since been  exercised,  were
transferred to GPUDH and the Warrants were transferred to GPU. GPU exercised the
warrants in December 2000, and, at the time of the Merger,  held less than 1% of
the outstanding voting securities of BPS. FirstEnergy now holds those BPS shares
as a result  of the  Merger.

          C.  BPS and GPUDH now desire to restructure the GPUDH-BGS  investment,
which would include the acquisition by BPS of all of GPUDH's Class B and Class C
BGS shares in exchange  for  restricted  BPS shares.5  Accordingly,  GPUDH seeks
authority  to acquire an amount of BPS shares  having a value equal to the value
of the BGS shares to be exchanged,  as agreed  between BPS and GPUDH.  For these
purposes,  the BGS shares to be exchanged will be valued at U.S.

-------------------
3  This 1,425,001 amount includes  425,000 Class B shares acquired by GPUDH upon
the June 2001 exercise of its option to purchase such shares,  which it acquired
from GPUI as discussed in Paragraph B of this Item 1.
4  The  transfer of the shares and option to GPUDH was effected  irst  through a
distribution  of such shares and option  from GPUI to GPU  followed by a capital
contribution of those shares and option from GPU to GPUDH.
5  FirstEnergy  currently  anticipates that the other BGS  shareholders may also
exchange  their  BGS  shares  for BPS  shares  and that  BGS will be  dissolved,
although there can be no assurance as to the outcome of discussions between such
other BGS shareholders and BGS/BPS.

                                       2



$19.50 a share,  which was the  purchase  price paid by the last BGS investor to
purchase BGS shares. The BGS shares will then be exchanged for BPS shares having
an equal value,  as  determined  by the current  "Market  Value" of BPS's common
shares, as defined.6 At no time will GPUDH own,  directly or indirectly,  10% or
more of the outstanding BPS voting common shares. In fact,  GPUDH's ownership is
expected to represent less than 2% of the outstanding BPS shares.

          D.  The principal business of BPS and its associated  companies is the
development,  manufacture and  commercialization  of proton  exchange  membranes
("PEM")  fuel  cells  and PEM  fuel  cell  systems  for  use in  transportation,
stationary,  portable  and other  power  operations.  A PEM fuel  cell  produces
electricity  using a  combination  of hydrogen  fuel (which can be obtained from
natural  gas,  petroleum,  or methanol or by using  electricity  to  electrolyze
water)  and  oxygen,   without  combustion.   It  is  an  environmentally  clean
electrochemical  device that produces  electricity (as long as fuel is supplied)
efficiently  and  continuously,  with  water  and heat as the  by-products  when
hydrogen is used as the fuel source.  BPS has  developed  PEM fuel cells and PEM
fuel cell  systems  for 17 years and such  development  has been  BPS's  primary
business since 1989. Fuel cells have several  advantages over conventional power
generation technologies,  including low or no pollution, higher fuel efficiency,
quiet  operation,  potentially  lower  maintenance  costs and potentially  lower
capital   costs.   The   convenience,    and   environmental   and   performance
characteristics  of fuel cells make them a potential  alternative for batteries,
internal  combustion  engines  and  other  conventional  sources  of  power  and
electricity. FirstEnergy believes that BPS would qualify as a Rule 58 company if
it  conducted  its  business  solely in the  United  States,  instead of Canada.
Commercialization of BPS products is

-------------------
6  The "Market  Value"  for each BPS share is the  average of the sale price per
share of BPS's common shares as reported on the NASDAQ  National  Market for the
10 trading days ending three business days before the share  exchange  documents
were executed.  BPS shares are traded on the Toronto Stock Exchange  ("TSE") and
the NASDAQ National Market ("NASDAQ"). Based on this formula, GPUDH will receive
1,366,063 BPS shares.

                                       3



scheduled to take place over the next  several  years.  BPS recently  launched a
portable  volume-produced  fuel cell system designed for integration by original
equipment   manufacturers  into  a  wide  variety  of  industrial  and  consumer
end-product  applications.   BPS  intends  to  introduce  the  first  fuel  cell
stationary  power  generators  into the  market by 2003.  In the  transportation
markets, fuel cell-powered transit bus engines were introduced for demonstration
purposes  in 2002,  and the  first  fuel  cell-powered  automobile  engines  are
expected to be available in 2003. The majority of BPS's sales revenue is derived
from PEM fuel cell products.  In addition,  BGS derives revenues from its other,
non-fuel cell products such as power  generators and carbon friction  materials.
BGS does not, and will not, derive any revenues from the sale of electricity.

          BPS has four development and manufacturing facilities, one in Burnaby,
British Columbia, one in Nabern,  Germany, one in Dearborn,  Michigan and one in
Lowell,  Massachusetts.  BPS has offices in these four  locations  as well as is
Sacramento,  California.  BPS has approximately 650 employees in Canada,  360 in
Germany and 175 in the United States.

          E.  In connection with gpudh's acquisition of the BPS shares, BPS will
need TSE approval to issue and deliver the BPS shares to GPUDH.  In  particular,
the TSE must  approve the deemed price at which the BPS shares are to be issued.
All BPS shares issued to GPUDH will have a holding  period with respect to sales
in the United  States of up to 12  months,  in  accordance  with  United  States
securities  laws.  Sales in the United  States after one year will be limited by
the constraints of Rule 144 under the Securities Act of 1933, as amended.  Sales
in Canada  will be  restricted  for four  months  in  accordance  with  Canadian
provincial  securities  laws.

          F.  GPUDH also has entered into a  distribution  agreement  with  BGS,
pursuant to which GPUDH will be a  non-exclusive  distributor  of BGS's PEM fuel
cell  stationary  power

                                       4




generators  in a  portion  of the  United  States  once such  generators  become
commercially  available.

          G.  Rule 54 Analysis. The proposed  transaction is also subject to the
requirements of Rule 54. Rule 54 provides that in determining whether to approve
an  application  by a registered  holding  company  which does not relate to any
exempt wholesale  generator ("EWG") or "foreign utility company"  ("FUCO"),  the
Commission  shall not consider the effect of the  capitalization  or earnings of
any subsidiary which is an EWG or a FUCO upon the registered  holding company if
paragraphs (a), (b) and (c) of Rule 53 are satisfied.

          FirstEnergy  currently  meets  all of the  conditions  of Rule  53(a),
except for clause (1). In the Merger Order, the Commission,  among other things,
authorized  FirstEnergy  to  invest  in EWGs  and  FUCOs  so that  FirstEnergy's
"aggregate  investment," as defined in Rule 53(a)(1), in EWGs and FUCOs does not
exceed $5  billion,  which $5 billion  amount is greater  than the amount  which
would be  permitted by clause (1) of Rule 53(a)  which,  based on  FirstEnergy's
consolidated retained earning of $1.71 billion as of December 31, 2002, would be
$856 million.  The Merger Order also  specifies  that this $5 billion amount may
include amounts invested in EWGs and FUCOs by FirstEnergy and GPU at the time of
the Merger  Order  ("Current  Investments")  and  amounts  relating  to possible
transfers  to  EWGs  of  certain  generating  facilities  owned  by  certain  of
FirstEnergy's  operating utilities ("GenCo  Investments").  FirstEnergy has made
the commitment that through June 30, 2003, its aggregate  investment in EWGs and
FUCOs  other  than  the  Current   Investments  and  GenCo  Investments  ("Other
Investments")  will  not  exceed  $1.5  billion.  The  Commission  has  reserved
jurisdiction over investments that exceed such amount.

                                       5



          As of  December  31,  2002,  and on the same basis as set forth in the
Merger  Order,   FirstEnergy's  aggregate  investment  in  EWGs  and  FUCOs  was
approximately  $1.23  billion,7  an amount  significantly  below the $5  billion
amount  authorized in the Merger Order.  Additionally,  as of December 31, 2002,
consolidated  retained  earnings  were  $1.71  billion.  By way  of  comparison,
FirstEnergy's  consolidated retained earnings as of December 31, 2001 were $1.52
billion.

          In any event,  even taking  into  account  the  capitalization  of and
earnings  from EWGs and FUCOs in which  FirstEnergy  currently  has an interest,
there  would  be no  basis  for  the  Commission  to  withhold  approval  of the
transactions proposed herein. With respect to capitalization,  since the date of
the Merger Order,  there has been no material  adverse  impact on  FirstEnergy's
consolidated capitalization resulting from FirstEnergy's investments in EWGs and
FUCOs.  As of  December  31,  2002,  FirstEnergy's  consolidated  capitalization
consisted of 33% common equity, 1.7% cumulative preferred stock, 1.9% subsidiary
- obligated mandatorily  redeemable preferred  securities,  58.3% long-term debt
and 5.1% notes payable.  As of December 31, 2001,  those ratios were as follows:
30.3% common equity, 3.1% cumulative preferred stock, 2.2%  subsidiary-obligated
mandatorily redeemable preferred securities, 60.9% long term debt and 3.5% notes
payable.  Additionally,  the  proposed  transactions  will not have any material
impact on FirstEnergy's  capitalization.  Further,  since the date of the Merger
Order,  FirstEnergy's  investments in EWGs and FUCOs have contributed positively
to its level of

-------------------
7  This $1.23 billion amount represents Current Investments only. As of December
31, 2002, FirstEnergy had no Genco Investments.

                                       6



earnings,  other than for the negative  impact on earnings due to  FirstEnergy's
writedowns of its investments in Avon and Emdersa as described in footnote 8.8

          Further,  since the date of the Merger Order,  and,  after taking into
account  the  effects  of the  Merger,  there  has been no  material  change  in
FirstEnergy's level of earnings from EWGs and FUCOs.

          FirstEnergy's  operating  subsidiaries are financially sound companies
as indicated by their  investment  grade ratings from the nationally  recognized
rating agencies for their senior  unsecured debt. The following chart includes a
breakdown of the senior,  unsecured credit ratings for  FirstEnergy's  operating
utility subsidiaries.

            Subsidiary        Standard & Poors9    Moody's10    Fitch11

            Ohio Edison             BBB-              Baa2        ---
            Cleveland Electric      BBB-              Baa3        ---
            Toledo Edison           BBB-              Baa3        BB
            Penn Power              BBB-              Baa2        ---
            JCP&L                   BBB               ---         ---
            Met-Ed                  BBB               ---         ---
            Penelec                 BBB               A2          BBB+

-------------------
8   At the time of the Merger Order, FirstEnergy  identified certain former GPU
EWG and FUCO investments for divestiture within one year. Among those identified
were Avon Energy  Partners  Holdings  ("Avon"),  a holding  company for Midlands
Electricity plc, an electric distribution business in the United Kingdom and GPU
Empresa  Distribuidora  Electrica Regional S.A. and affiliates  ("Emdersa"),  an
electric distribution business in Argentina. In May 2002, FirstEnergy sold 79.9%
of its  interest  in Avon,  and in the fourth  quarter  of 2002,  recorded a $50
million  charge ($32.5  million net of tax) to reduce the carrying  value of its
remaining 20.1% interest.  Additionally,  FirstEnergy did not reach a definitive
agreement to sell Emdersa as of December 31, 2002,  and  therefore,  the Emdersa
assets could no longer be treated as "assets  pending  sale" on the  FirstEnergy
consolidated   balance   sheets.   On  November  1,  2002,   FirstEnergy   began
consolidating the results Emdersa's operations in its financial  statements.  In
the fourth quarter of 2002, FirstEnergy recorded a one-time, after-tax charge of
$88.8  million  (comprised  of $104.1  million in  currency  transaction  losses
arising  principally from U.S. dollar  denominated debt, offset by $15.3 million
of  operating  income).   In  addition  to  the  currency   transaction  losses,
FirstEnergy  recognized a currency translation adjustment in other comprehensive
income of $91.5 million as of December 31, 2002.  These accounting  charges,  in
the  aggregate,   resulted  in  a  $212.8  million   decrease  in  FirstEnergy's
consolidated  capitalization  of $21.55  billion as of December 31, 2002,  which
amount includes short-term borrowings.
9   Standard & Poor's Rating Services
10  Moody's Investors Service, Inc.
11  Fitch, Inc.

                                       7




          FirstEnergy  satisfies all of the other  conditions of paragraphs  (a)
and (b) of Rule 53. With respect to Rule 53(a)(2),  FirstEnergy  maintains books
and records in  conformity  with,  and  otherwise  adheres to, the  requirements
thereof.  With  respect to Rule  53(a)(3),  no more than 2% of the  employees of
FirstEnergy's  domestic public utility  companies  render  services,  at any one
time, directly or indirectly,  to EWGs or FUCOs in which FirstEnergy directly or
indirectly  holds an interest.  With respect to Rule 53(a)(4),  FirstEnergy will
continue to provide a copy of each application and certificate  relating to EWGs
and FUCOs and relevant  portions of its Form U5S to each  regulator  referred to
therein,  and will otherwise comply with the requirements thereof concerning the
furnishing of information. With respect to Rule 53(b), none of the circumstances
enumerated in subparagraphs (1), (2) and (3) thereunder have occurred.  Finally,
Rule 53(c) by its terms is inapplicable since the proposed  transaction does not
involve the issue or sale of a security to finance the  acquisition of an EWG or
FUCO.

ITEM 2.   FEES, COMMISSIONS AND EXPENSES.
          ------------------------------

          The  fees,  commissions  and  expenses  expected  to  be  incurred  in
connection with the proposed transactions are estimated to be $35,000.

ITEM 3.   APPLICABLE   STATUTORY   PROVISIONS.
          -----------------------------------

          FirstEnergy  believes that Sections 9(a) and 10 of the Act and Rule 54
thereunder may be applicable to the proposed transactions.  FirstEnergy believes
that the  authorization  sought herein is consistent  with the  requirements  of
Sections 10 and 11(b) of the Act which permit  public  utility  holding  company
subsidiaries  to engage in other  businesses "as are reasonably  incidental,  or
economically necessary or appropriate to the operations" of an integrated public
utility system.  Indeed,  the acquisition of BPS stock by the FirstEnergy System
would be exempt from the  requirements of Sections 9(a) and 10 of the Act if BPS
were a United  States-based  company

                                       8



(instead  of  Canadian-based),  by  virtue  of Rule 58  under  the Act  and,  in
particular,  Section (b)(1)(ii) thereof. As a consequence,  FirstEnergy believes
that the acquisition of the BPS shares by the FirstEnergy System is appropriate.
The Commission has in the past authorized registered holding companies to invest
in companies that engage in  "energy-related"  activities of the kind authorized
by Rule 58 in Canada. See Cinergy Corp., HCAR No. 27124 (Jan. 11, 2000).

ITEM 4.   REGULATORY APPROVALS.
          --------------------

          No state commission has jurisdiction with respect to any aspect of the
transactions  and  no  Federal  commission,  other  than  your  Commission,  has
jurisdiction  with respect to any aspect thereof.

ITEM 5.   PROCEDURE.
          ---------

          FirstEnergy  requests that the Commission  issue an order with respect
to the transactions  proposed herein at the earliest practicable date, but in no
event no later than January 31, 2002. It is further  requested  that:  (i) there
not  be  a  recommended  decision  by  an  Administrative  Law  Judge  or  other
responsible  officer  of the  Commission,  (ii) the  Office  of  Public  Utility
Regulation  be  permitted  to  assist  in the  preparation  of the  Commission's
decision  and (iii)  there be no waiting  period  between  the  issuance  of the
Commission's  order  and the date on which it is to  become  effective.

ITEM 6.   EXHIBITS  AND  FINANCIAL  STATEMENTS.
          ------------------------------------

               (a) Exhibits:

                   A(1) - Certificate of incorporation of BPS.

                   A(2) - By-Laws of BPS.

                   C -    Not applicable

                   D -    Not applicable

                                       9



                   E -   Not applicable

                   F-1 - Opinion of Thelen Reid & Priest LLP

                   F-2 - Opinion of Gary D. Benz

               (b) Financial Statements:

                   1 -   Not included as the proposed  transaction will not have
                         a  material  mpact  on   the  financial   condition  of
                         FirstEnergy and its subsidiaries.

                   2 -   Reference is made to 1 above.

                   3 -   BPS Balance Sheets, actual as at September 30, 2002 and
                         Statements of Income and Retained Earnings,  actual for
                         the 12  months  ended  December 31, 1999,  December 31,
                         2000 and December 31, 2001.

                   4 -   None, except as set forth in the Notes to the Financial
                         Statements.

ITEM 7  INFORMATION  AS TO  ENVIRONMENTAL  EFFECTS.
        ---------------------------------------

     (a) The issuance of an order by your Commission with respect to the
proposed Transactions is not a major Federal action significantly  affecting the
quality of the human environment.

     (b) No Federal agency has prepared or is preparing an environmental  impact
statement  with  respect  to the  proposed  Transactions  which are the  subject
hereof.

                                       10




                                    SIGNATURE

     PURSUANT TO THE  REQUIREMENTS  OF THE PUBLIC UTILITY HOLDING COMPANY ACT OF
1935, THE UNDERSIGNED  COMPANIES HAVE DULY CAUSED THIS STATEMENT TO BE SIGNED ON
THEIR BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.

                                       FIRSTENERGY CORP.
                                       GPU DIVERSIFIED HOLDINGS LLC


                                       By:  /s/ Harvey L. Wagner
                                           ----------------------------------
                                                Harvey L. Wagner
                                                Vice President and Controller


Date:  April 4, 2003

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