File No. 70-9793

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                     POS AMC


                                 Amendment No. 9
                        (Post-Effective Amendment No. 6)

                                       to
                                    FORM U-l
                             APPLICATION/DECLARATION
                                      UNDER

                 THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
       ------------------------------------------------------------------

                                FirstEnergy Corp.
                           FIRSTENERGY SERVICE COMPANY
                                GPU service, inc.
                              76 South Main Street
                                Akron, Ohio 44308

       (Names of companies filing this statement and address of principal
                                executive office)
       -------------------------------------------------------------------

                                FirstEnergy corp.

          (Name of top registered holding company parent of applicant)
       -------------------------------------------------------------------

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

                   (Names and addresses of agents for service)




         FirstEnergy Corp.,  FirstEnergy  Service Company and GPU Service,  Inc.
(collectively  "Applicants")  hereby  amend  in its  entirety  Amendment  No.  7
(Post-Effective  Amendment  No. 4) to Form U-1 filed by Applicants in docket No.
70-9793 on January 31. 2003 as follows:

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

         A.  Background.  By Order dated  October  29,  2001 in this  proceeding
             ----------
(Holding Co. Act Release No. 27459) (the "Merger  Order"),  as  supplemented  by
orders  dated  November 8, 2001  (Holding  Company  Act  Release No.  27483) and
December  23, 2002  (Holding  Company Act Release  No.  27628),  the  Commission
authorized  the  merger  between  FirstEnergy  Corp.  ("FirstEnergy"),  an  Ohio
corporation,  and GPU, Inc.  ("GPU"),  a  Pennsylvania  corporation.  The merger
became effective on November 7, 2001, with FirstEnergy as the surviving  entity,
and FirstEnergy  registered  under the Act as a holding company on the same day.
As a result of the merger,  FirstEnergy  directly or indirectly  owns all of the
outstanding  common  stock of ten  electric  utility  subsidiaries,  Ohio Edison
Company ("Ohio Edison"), The Cleveland Electric Illuminating Company ("Cleveland
Electric"),  The Toledo Edison Company ("Toledo Edison"),  American Transmission
Systems,   Incorporated,   Jersey  Central  Power  &  Light  Company  ("JCP&L"),
Pennsylvania   Electric  Company   ("Penelec"),   Metropolitan   Edison  Company
("Met-Ed"), Pennsylvania Power Company ("Penn Power"), York Haven Power Company,
and The Waverly  Electric Power & Light Company,  which together provide service
to approximately  4,300,000 retail and wholesale  electric customers in a 37,200
square-mile  area in Ohio, New Jersey,  New York and  Pennsylvania;  and one gas
utility  subsidiary,  Northeast  Ohio  Natural  Gas Corp.  ("Northeast"),  which
provides gas distribution  and  transportation  service to  approximately  5,000
customers in central and northeast Ohio.  FirstEnergy's electric and gas utility
subsidiaries are referred to herein collectively as the "Utility Subsidiaries."

         FirstEnergy also directly owns all of the issued and outstanding common
stock of FirstEnergy Service Company ("ServeCo"), an Ohio corporation, which was
organized  in 2001 in  order to  become  a new  service  company  subsidiary  of
FirstEnergy,  and GPU Service, Inc. ("GPU Service"), a Pennsylvania corporation,
which was formerly a direct service company subsidiary of GPU.  FirstEnergy also
directly or indirectly holds  investments in numerous  non-utility  subsidiaries
that  are  engaged  in  a  variety  of  energy-related,   exempt,  or  otherwise
functionally  related  non-utility  businesses  (collectively,  the "Non-Utility
Subsidiaries"), including FirstEnergy Generation Corp. ("GenCo") and FirstEnergy
Nuclear  Operating  Company  ("FENOC").  Reference  is made to Appendix A to the
Merger Order for a description of these  Non-Utility  Subsidiaries.  The Utility
and Non-Utility  Subsidiaries of FirstEnergy are collectively referred to herein
as the "Subsidiaries."

         Under the Merger Order, the Commission granted  FirstEnergy a temporary
exemption under its rules in order to enable  FirstEnergy to continue to provide
to  the  pre-merger   Subsidiaries  of  FirstEnergy   certain  common  corporate
services,1  until  such  time  as all  of the  service  functions  performed  by
--------------------
1 These services include: energy supply management of the bulk power and natural
gas  supply,  fuel  procurement,  coordination  of  gas  and  electric  systems,
maintenance,  construction and engineering  work;  customer  billing;  materials
management;   facilities  management;  human  resources;   finance;  accounting;
internal auditing;  information systems; corporate planning and research; public
affairs; legal; environmental matters; and executive services.

                                       1



FirstEnergy and GPU Service have been consolidated in ServeCo.2 The Merger Order
specified  that ServeCo would begin at least minimal  operations  within 90 days
following  closing of the merger,  and that all service functions of FirstEnergy
and GPU Service would be transferred to ServeCo not later than February 1, 2003.
Employees  of  FirstEnergy  were  transferred  to ServeCo by January 1, 2002 and
FirstEnergy  no longer has any  employees  and no longer  provides any services.
Since January 1, 2002, GPU Service has continued to use the  allocation  methods
and  policies  and  procedures  GPU Service  ("GPU  Methods")  used prior to the
Merger.  By  Supplemental  Order dated  January 31,  2003  (Holding  Company Act
Release No. 27647), the Commission authorized an extension of time until June 1,
2003 for full  compliance  of  ServeCo's  activities  in order to coincide  with
FirstEnergy's implementation of the SAP Enterprise IT Solution project.3

         ServeCo's  authorized  capitalization  consists of 850 shares of common
stock with no par value,  of which one (1) share is issued and  outstanding  and
held by  FirstEnergy.  ServeCo  will derive  substantially  all of its needs for
additional working capital from borrowings under FirstEnergy's non-utility money
pool (as authorized in the Merger Order) and/or additional equity investments by
FirstEnergy pursuant to Rule 45(b)(4) or Rule 52(b), as applicable.

         B. Summary of Requested  Action.  Filed  herewith as Exhibit N-7 is the
            ----------------------------
proposed form of Service  Agreement,  including cost allocation  methods,  which
ServeCo  proposes  to enter  into  with  FirstEnergy  and each  Subsidiary  that
requests  services.  In  addition,  FirstEnergy  requests  authorization  for  a
separate  Service  Agreement  in the form filed  herewith  as Exhibit  N-8 among
certain of its Ohio Utility  Subsidiaries and Penn Power which will enable these
Utility  Subsidiaries to render certain  services to each other,  all as further
described below.  Exhibit N-9 is ServeCo's  Policies and Procedures  Manual (the
"ServeCo  Manual").  By June 1,  2003,  all  personnel  of GPU  Service  will be
transferred  to and  became  employees  of  either  ServeCo.,  or in the case of
certain  GPU  Service   employees  who  provide  service  only  to  one  Utility
Subsidiary, to appropriate Utility Subsidiary.  Upon full implementation of this
reorganization,  it is  expected  that  ServeCo  will have  approximately  3,580
employees in multiple locations organized in thirty departments.  Applicants now
seek a supplemental  order  authorizing  ServeCo to operate using the allocation
methods  described in the ServeCo  Manual on an interim  basis  through June 30,
2003.
--------------------
2 The Merger Order states that FirstEnergy will file a separate application with
the Commission on or before September 1,2002 (extended upon request to the Staff
to October 15, 2002) to seek  authorization  for ServeCo to consolidate  service
company functions now performed by FirstEnergy and GPU Service, including a form
of the proposed service  agreement,  policies and procedures and cost allocation
methods to be used by ServeCo.
3 SAP is an Enterprise Resource Planning (ERP) system that links and coordinates
business  processes.  It will  replace  existing  systems  in  Human  Resources,
Finance,  Supply Chain,  Distribution and Fossil/Nuclear areas, and will be used
to manage work,  share  information,  track  customer  accounts,  and meet other
business needs.

                                       2



         C.  Services  to  be  rendered  by  ServeCo.   Following  the  proposed
             ---------------------------------------
consolidation of service functions in ServeCo, ServeCo will enter into a Service
Agreement with  FirstEnergy,  each of the Utility  Subsidiaries,  and each other
associate company in the FirstEnergy system that requests services from ServeCo.
The  Service  Agreement  will be in the form  attached  hereto as  Exhibit  N-7.
ServeCo will provide its  associate  companies  with  services in the  following
departments,  which are  described in fuller  detail in Exhibit A to the Service
Agreement:  administrative services, business development,  call center, claims,
communications,  controllers,  corporate  and  shareholder  services,  corporate
affairs and  community  involvement,  credit  management,  energy  delivery  and
customer service, economic development,  enterprise risk management, FirstEnergy
technologies,  technology  and support  services,  governmental  affairs,  human
resources,  industrial relations,  information  technology,  insurance services,
internal audit, investment management,  investor relations,  legal,  performance
planning, rates and regulatory affairs, real estate, supply chain,  transmission
& distribution technical services, treasury and workforce development.

         Services  rendered by ServeCo  will be  rendered at cost in  accordance
with Rules 90 and 91. The costs of services provided by ServeCo will be directly
assigned,  distributed  or allocated by work order numbers (or  equivalent  cost
collectors,  collectively,  "workorders")4  in accordance with the SEC's Uniform
System  of  Accounts  for  Mutual  Service  Companies  and  Subsidiary   Service
Companies.  The primary  basis for charges to associate  companies is the direct
charge method.  Other costs that are not directly assigned,  including overheads
and other  general  administrative  costs which will include  costs of operating
ServeCo as a separate corporate entity, will be allocated to associate companies
using one or a combination  of the methods of  allocation  that are described in
Exhibit "A" to the Service Agreement.

         ServeCo will  maintain its  accounts,  cost-accounting  procedures  and
other records in accordance with the  requirements of the  Commission's  Uniform
System  of  Accounts  for  Mutual  Service  Companies  and  Subsidiary   Service
Companies. ServeCo will file an annual report on Form U-13-60 in accordance with
Rule 94.

         As provided in the Merger Order, and for so long as FirstEnergy remains
a "registered  holding  company" under PUHCA,  no change in the  organization of
ServeCo, the type and character of the companies to be serviced,  the methods of
allocating  costs to  associate  companies,  or in the scope or character of the
services  to be  rendered  subject  to  Section  13 of the  Act,  or  any  rule,
regulation  or order  thereunder,  shall be made unless and until  ServeCo shall
first have given the Commission  written notice of the proposed  change not less
than 60 days prior to the proposed  effectiveness  of any such change.  If, upon
the receipt of any such notice,  the Commission  shall notify ServeCo within the
60-day  period  that a question  exists as to  whether  the  proposed  change is
--------------------
4 There are four cost collectors which are equivalent to work orders:  "orders",
"cost centers",  "networks" and "work  breakdown  structures"  ("WBSs").  Orders
include work orders,  sales orders,  internal  orders and service  orders.  Each
employee  will be  assigned  to a cost  center  which  will be  responsible  for
collecting  routine costs. WBSs are analogous to work orders and can be used for
projects  exceeding  certain  dollar  thresholds or durations,  or which involve
investing in capital assets. To ensure proper recordkeeping,  each employee will
be required to charge time  against a  designated  order,  network,  WBS or cost
center number.

                                       3



consistent  with  the  provisions  of  Section  13 of the Act,  or of any  rule,
regulation  or order  thereunder,  then the  proposed  change  shall not  become
effective  unless and until the ServeCo shall have filed with the  Commission an
appropriate  declaration regarding such proposed change and the Commission shall
have permitted such declaration to become effective.

1.       Cost Allocation Methodology

         ServeCo categorizes costs of services provided to affiliates into three
primary  categories.  Directly Assignable costs represents expenses incurred for
activities and services  exclusively  for the benefit of one  affiliate,  and in
many respects,  are captured through individual department workorder systems for
specific  project  billing  purposes.   Directly  Attributable  costs  represent
expenses  incurred  for  activities  and  services  that  benefit  more than one
affiliate and which can be assigned  using direct  measures of costs  causation.
The majority of costs incurred by ServeCo fall into the above two categories.

         By the very  nature of a service  corporation,  a portion of  ServeCo's
expenses  will  not be  directly  related  to  specific  current  operations  or
functions of individual  Subsidiaries.  Nor are these costs  amenable to many of
the cost accounting procedures, which frequently concentrate upon identification
of variable, fixed and semi-fixed costs. Accordingly, it is necessary to develop
formulae that recognize the overall  contribution of ServeCo to both the current
and future operations of the FirstEnergy  system.  After all direct charges have
been made, the remaining  costs  (Indirect  Costs) in each department in ServeCo
must be fairly and equitably allocated among FirstEnergy and the Subsidiaries.

         As a registered public utility holding company,  FirstEnergy's  primary
business  is that of owning and  operating  electric  public  utilities.  As the
electric industry moves through  restructuring to permit competition in business
areas once the sole province of historical monopolies,  FirstEnergy has begun to
enter competitive energy and energy services  businesses to the extent permitted
by state and  federal  restrictions.  Codes of conduct  govern the  relationship
between the Utility  Subsidiaries and their affiliated  competitive  businesses,
namely,  the  Non-Utility  Subsidiaries.  As a public utility  holding  company,
FirstEnergy  has  invested  capital  for  infrastructure  over many years in the
Utility  Subsidiaries so that they may develop the support services necessary to
serve  their  customers.   The  costs   associated  with  these   infrastructure
investments (e.g.,  accounting and human resources  systems,  telephone circuits
and other  communications  equipment,  mainframe CPU,  printers and data storage
development   tools  and  client  servers  and  storage  not  dedicated  to  the
competitive unit) were originally  incurred,  and would continue to be incurred,
regardless  of  whether  or  not  the  Non-Utility  Subsidiaries  were  part  of
FirstEnergy.  These  Indirect  Costs will be  allocated  using a  multi-variable
formula,  which gives weight to more than one measure of the size of the various
Subsidiaries'  operations  within the  FirstEnergy  system,  and is particularly
relevant under these circumstances.

         In accordance with Rule 90(b), ServeCo will direct charge its associate
companies for all costs of products and services  where  possible.  The costs of
products and services provided by ServeCo that cannot be charged directly to the

                                       4



Subsidiary  or  Subsidiaries  receiving the product or service will be allocated
among all Subsidiaries (and  FirstEnergy,  where applicable) by utilizing one of
the methods  described  below.  The key determinants in assigning the allocation
methods were the business operations of the Subsidiary or Subsidiaries receiving
the benefit of the product and service,  and the associated cost driver for each
product and service.  FirstEnergy has developed  nineteen  methods of allocation
for charging a share of the Indirect Costs to the  Subsidiaries  benefiting from
the particular product or service being provided:

                  a.  "Multiple  Factor  - All" - For  the  Indirect  Costs  for
         products  or  services   benefiting  the  entire  FirstEnergy   system,
         FirstEnergy and all Subsidiaries will bear a fair and equitable portion
         of such costs.  FirstEnergy will bear 5% of these Indirect Allocations.
         The remaining Indirect  Allocations will be allocated among the Utility
         Subsidiaries  and the  Non-Utility  Subsidiaries  benefiting  from  the
         services  provided,  based on  FirstEnergy's  equity  investment in the
         respective groups. A subsequent  allocation step will then occur. Among
         the Utility Subsidiaries,  allocations will be based upon the "Multiple
         Factor  -  Utility"   method.   Among  the  Non-Utility   Subsidiaries,
         allocations  will be based  upon the  "Multiple  Factor -  Non-Utility"
         method.  This allocation  method will be used by the following  ServeCo
         departments:    Communications,   Corporate   Affairs   and   Community
         Involvement, Corporate, Controllers, Credit Management, Enterprise Risk
         Management,  Internal Audit, Investment Management, Investor Relations,
         Treasury, Legal and Performance Planning.

                  b. "Multiple  Factor - Utility" - For the Indirect Costs for a
         product  or  service  solely  benefiting  one or  more  of the  Utility
         Subsidiaries,  each  such  Utility  Subsidiary  so  benefiting  will be
         charged  a  portion  of the  Indirect  Costs  based  on the  sum of the
         weighted averages of the following factors:

                  1. Gross transmission and/or distribution plant
                  2. Operating and maintenance expense excluding purchase power
                     and fuel costs
                  3. Transmission and/or distribution revenues, excluding
                     transactions with affiliates

                  These  three  factors  have  been  determined  to be the  most
         appropriate for the Utility  Subsidiaries  in the  FirstEnergy  system.
         Each  factor  will be  weighted  equally  so that no one  facet  of the
         electric utility operations inordinately influences the distribution of
         Indirect Costs.  This  allocation  method will be used in the following
         ServeCo   departments:    Customer   Service,   Economic   Development,
         Transmission   and   Distribution    Technical   Services,    Workforce
         Development,    Communications,   Corporate   Affairs   and   Community
         Involvement, FirstEnergy Technologies, Rates and Regulatory Affairs and
         Legal.

                  c.  "Multiple  Factor -  Non-Utility" - For the Indirect Costs
         for   products   or  services   solely   benefiting   the   Non-Utility
         Subsidiaries,  each Non-Utility  Subsidiary so benefiting receiving the
         product or service will be charged a proportion  of the Indirect  Costs
         based upon the total assets of each Non-Utility  Subsidiary,  including
         the  generating   assets  under  operating   leases  from  the  Utility
         Subsidiaries.  This  allocation  method  will be used in the  following
         ServeCo departments: Communications, Investment Management and Legal.

                                       5



                  d.  "Multiple  Factor -  Utility  and  Non-Utility"  - For the
         Indirect  Costs for a product or service  benefiting one or more of the
         Utility  and   Non-Utility   Subsidiaries,   each  such  Subsidiary  so
         benefiting is first assigned a distribution ratio that is in proportion
         to the Indirect Costs based on FirstEnergy's  equity investment in such
         Subsidiaries. Following this distribution, a subsequent allocation step
         will then occur.  Among the Utility  Subsidiaries,  allocations will be
         based  upon  the  "Multiple   Factor-Utility."  Among  the  Non-Utility
         Subsidiaries,  allocations  will  be  based  upon  "Multiple  Factor  -
         Non-Utility".  This  allocation  method  will be used in the  following
         ServeCo departments:  Administrative Services, Real Estate, FirstEnergy
         Technologies,  Technology & Support Services,  Information  Technology,
         Supply  Chain,  Controllers,  Credit  Management,  Insurance  Services,
         Treasury and Legal.

                  e. "Direct  Charge Ratio" - The ratio of direct  charges for a
         particular  product  or  service  to  an  individual  Subsidiary  as  a
         percentage  of the total  direct  charges for a  particular  product or
         service to all  Subsidiaries  benefiting  from such services.  Indirect
         Costs are then  allocated to each  Subsidiary  based on the  calculated
         ratios.  This allocation method will be used by Information  Technology
         Department of ServeCo.

                  f.  "Number of  Customers  Ratio" - For costs of products  and
         services  driven by the number of  Utility  customers,  the  allocation
         method  that will be used will be the number of Utility  customers  for
         the  respective  Utility  Subsidiary  receiving  the product or service
         divided  by the total  number of  Utility  customers.  This  allocation
         method will be used in the following ServeCo  departments:  Call Center
         and Customer Service.

                  g.  "Number  of  Shopping   Customers  Ratio"  -  A  "shopping
         customer"  is  defined  as  a  Utility  customer  who  has  selected  a
         competitive  electric  generation  supplier.  For costs of products and
         services  driven by the number of shopping  customers,  the  allocation
         method that will be used will be the number of shopping  customers  for
         the  respective  Utility  Subsidiary  receiving  the product or service
         divided by the total  number of  shopping  customers.  This  allocation
         method will be used in the following ServeCo  departments:  Call Center
         and Customer Service.

                  h. "Number of  Participating  Employees - General" - For costs
         of products and services driven by all  participating  employees within
         the FirstEnergy system, the allocation method that will be used will be
         the number of  participating  employees for the  respective  Subsidiary
         receiving  the  product  or  service  divided  by the  total  number of
         participating  employees.  This  allocation  method will be used in the
         following ServeCo departments: Workforce Development, Corporate Affairs
         and Community Involvement and Industrial Relations.

                  i.   "Number  of   Participating   Employees   -  Utility  and
         Non-Utility"   -  For  costs  of  products  and   services   driven  by
         participating  employees  who  work  for the  Utility  and  Non-Utility
         Subsidiaries,  the  Subsidiaries  receiving  the product or service are
         first  assigned  a  distribution  ratio  that is in  proportion  to the
         Indirect  Costs  based  on  FirstEnergy's   equity  investment  in  the


                                       6

         respective  groups.  Costs are further allocated by using the number of
         participating  employees for the respective  Subsidiary  divided by the
         total number of participating  FirstEnergy  employees.  This allocation
         method   will   be   used  in  the   following   ServeCo   departments:
         Communications, Human Resources, Investment Management and Legal.

                  j.  "Square  Footage  Used  Ratio" - Amount of square  footage
         occupied by a Subsidiary  receiving  the product or service  divided by
         the total amount of square footage  occupied by all FirstEnergy  system
         companies  applicable  to that  respective  product  or  service.  This
         allocation  method  will be  used  by the  Real  Estate  Department  of
         ServeCo.

                  k. "Gigabytes Used Ratio" - Number of gigabytes  utilized by a
         Subsidiary receiving the product or service divided by the total number
         of gigabytes used by the  FirstEnergy  system  companies  applicable to
         that respective product or service. This allocation method will be used
         by the Information Technology Department of ServeCo.

                  l.  "Number  of  Computer  Workstations  Ratio"  -  Number  of
         computer workstations utilized by a Subsidiary receiving the product or
         service divided by the total number of computer  workstations in use by
         the FirstEnergy system companies  applicable to that respective product
         or service.  This  allocation  method  will be used by the  Information
         Technology Department of ServeCo.

                  m.  "Number  of  Billing  Inserts  Ratio" - Number of  billing
         inserts  performed  for a Subsidiary  receiving  the product or service
         divided  by the  total  number of  billing  inserts  performed  for the
         FirstEnergy  system companies  applicable to that respective product or
         service.  This  allocation  method  will  be  used  by the  Information
         Technology Department of ServeCo.

                  n. "Number of Invoices  Ratio" - Number of invoices  processed
         for a Subsidiary  receiving the product or service divided by the total
         number of  invoices  processed  for the  FirstEnergy  system  companies
         applicable  to that  respective  product or  service.  This  allocation
         method will be used by the Controllers Department of ServeCo.

                  o.  "Number of  Payments  Ratio" - Number of monthly  payments
         processed  for a  Subsidiary  divided  by the total  monthly  number of
         payments processed for the FirstEnergy  system companies  applicable to
         that respective product or service. This allocation method will be used
         by the Customer Service Department of ServeCo.

                  p. "Daily Print Volume" - Average daily print volume performed
         for a Subsidiary  receiving  the service  divided by the total  average
         daily print volume performed for the entire  FirstEnergy  system.  This
         allocation method will be used by the Information Technology Department
         of ServeCo.

                  q.  "Number  of  Intel  Servers"  - Number  of  Intel  servers
         utilized by a Subsidiary  receiving  the product or service  divided by
         the total number of Intel servers  utilized by the FirstEnergy  system.

                                       7



         This  allocation  method  will be used  by the  Information  Technology
         Department of ServeCo.

                  r.  "Application  Development  Ratio" - Number of  application
         development  hours  budgeted  for a  Subsidiary  receiving  the service
         divided by the total number of budgeted  application  development hours
         for the year.  This  allocation  method will be used by the Information
         Technology Department of ServeCo.

                  s.  "Server  Support  Composite"  - The average  ratio of unix
         gigabytes,  SAP  gigabytes and Intel number of servers for a Subsidiary
         receiving  the  service.  This  allocation  method  will be used by the
         Information Technology Department of ServeCo.

         The  operations  of,  and  services   performed  by,  ServeCo  will  be
essentially the same as those undertaken by GPU Service, except that GPU Service
employees who worked for what was known as the "GPU  Operations  Division"  have
been   transferred   to  the  various   operating   utilities   and  thus  those
"operations-related"  services  will not be  performed  by ServeCo,  but will be
undertaken at the operating utility level. All other services offered by ServeCo
will be the same as those offered by GPU Service.

         The following chart illustrates the organization of ServeCo.

                                       8




                           FIRSTENERGY SERVICE COMPANY
                           ---------------------------
                               ORGANIZATION CHART
                               ------------------
             ----------------------------------------------------------
            |  BOARD OF DIRECTORS                                      |
            |----------------------------------------------------------|
            |  CEO, FirstEnergy Service Company                        |
             ----------------------------------------------------------|
               |  Senior Vice President & General Counsel              |
               |-------------------------------------------------------|
               |     | Legal Services                                  |
               |     |-------------------------------------------------|
               |     | Claims                                          |
               |-------------------------------------------------------|
               |  Senior Vice President & Chief Financial Officer      |
               |-------------------------------------------------------|
               |     | Controller's Dept. (Accounting, Taxes, Budgets  |
               |     |                     & Financial Analysis)       |
               |     |-------------------------------------------------|
               |     | Treasury                                        |
               |     |-------------------------------------------------|
               |     | Corporate Risk                                  |
               |     |-------------------------------------------------|
               |     |    | Credit Management                          |
               |     |    |--------------------------------------------|
               |     |    | Insurance Services                         |
               |     |    |--------------------------------------------|
               |     |    | Enterprise Risk Management                 |
               |     |-------------------------------------------------|
               |     | Investor Relations                              |
               |     |-------------------------------------------------|
               |     | Internal Audit                                  |
               |     |-------------------------------------------------|
               |     | Rates & Regulatory Affairs                      |
               |     |-------------------------------------------------|
               |     | Investment Management                           |
               |     |-------------------------------------------------|
               |     | Performance Planning                            |
               |-------------------------------------------------------|
               |  Senior Vice President, Technology & Support Services |
               |-------------------------------------------------------|
               |  Senior Vice President, Human Resources,              |
               |    Communications, Corporate Affairs and Community    |
               |    Involvement, Corporate, Real Estate, and           |
               |    Administrative Services                            |
               |-------------------------------------------------------|
               |     | Corporate Affairs & Community Involvement       |
               |     |-------------------------------------------------|
               |     | Human Resources                                 |
               |     |-------------------------------------------------|
               |     |    | Industrial Relations                       |
               |     |-------------------------------------------------|
               |     | Communications                                  |
               |     |-------------------------------------------------|
               |     | Corporate                                       |
               |     |-------------------------------------------------|
               |     | Real Estate                                     |
               |     |-------------------------------------------------|
               |     | Administrative Services                         |
               |-------------------------------------------------------|
               |  President & COO, FirstEnergy Service Company         |
                -------------------------------------------------------|
                     | FirstEnergy Technologies                        |
                     |-------------------------------------------------|
                     | Energy Delivery & Customer Service              |
                     |-------------------------------------------------|
                     |    | Call Center                                |
                     |    |--------------------------------------------|
                     |    | Customer Service                           |
                     |    |--------------------------------------------|
                     |    | Economic Development                       |
                     |    |--------------------------------------------|
                     |    | Workforce Development                      |
                     |    |--------------------------------------------|
                     |    | Transmission & Distribution Technical Svc  |
                     |-------------------------------------------------|
                     | Business Development                            |
                     |-------------------------------------------------|
                     | Governmental Affairs                            |
                     |-------------------------------------------------|
                     | Information Technology                          |
                     |-------------------------------------------------|
                     | Supply Chain                                    |
                      -------------------------------------------------

                                       9




         D.  Services to be rendered by certain Utility Subsidiaries to each
             ---------------------------------------------------------------
             other.
             -----

         FirstEnergy organizes and conducts its Utility Subsidiary operations on
a regional  basis.5 These regions  operate and are managed as separate  business
units.  The regional  structure  focuses on moving  accountability  and decision
making  closer to customers  with an emphasis on  decentralized  operations  and
providing cost effective, high-quality service to customers.

         Because of this  decentralized,  regional  approach,  certain  regional
support  services (such as Human Resources,  Workforce  Development and Business
Services) will be accounted for in the appropriate  Utility  Subsidiary.  In the
case of Western  Region - Ohio and Eastern Region - Ohio, the employees who must
provide service to more than one legal entity will continue to charge their time
in a fair and equitable manner to all Utility  Subsidiaries  within that region,
rather  than be  accounted  for in the  ServeCo.6  At the  current  time,  it is
expected that less than 70 employees will perform the following types of service
pursuant to this arrangement:  Human Resources,  Dispatching,  Forestry, Claims,
Stores  Services,  Transformer  Shop and  Facilities,  Supervising  and Regional
President  Staff,  Line Services,  Substation  Services,  Engineering  Services,
Walk-In Centers, Customer Service, Credit, Meter Reading, Meter Services, Garage
Services,  Facilities  Services,  Regional  Administration,  VP  Administration,
Customer Support, Line Operations and Line Services.  In addition,  from time to
time, one Utility  Subsidiary  may request other  services from another  Utility
Subsidiary.  These services will be provided at cost in accordance with Rules 90
and 91 and billed to the receiving Utility Subsidiary(ies), at cost as set forth
in accordance with a Utility-to-Utility  Service Agreement, the form of which is
filed  herewith  as  Exhibit  N-8.7 It is  expected  that  most of the  services
provided  pursuant to the  Utility-to-Utility  Service  Agreement will be direct
charged.  Other costs not  directly  assigned  will be  allocated to the utility
subsidiary  benefiting  from  the  service,  utilizing  a  combination  multiple
factor-utility  and the number of customers  formula specified in the Agreement.
This will allow the regional  management to operate  regions as separate  units,
and provide the most effective  service possible to the customers of the Utility
Subsidiaries.
--------------------
5 There are nine regions in three states: Western Region - Ohio; Northern Region
- Ohio;  Central Region - Ohio;  Southern  Region - Ohio;  Eastern Region- Ohio;
Western Region - Pennsylvania; Eastern Region - Pennsylvania;  Northern Region -
New  Jersey;  and  Central  Region - New  Jersey.  Each  region has a  "Regional
President",  as well as a  management  and  support  team  that  reports  to the
Regional  President.  For the  most  part,  each  region  is  entirely  within a
particular  Utility  Subsidiary's  service  territory.  However,  two  regions -
Western  Region - Ohio and  Eastern  Region - Ohio --  include  parts of several
Utility  Subsidiaries.  Western Region - Ohio, includes all of Toledo Edison and
990 square miles of Ohio  Edison's  service  territory in  Sandusky,  Ohio.  The
Eastern Region - Ohio covers the eastern 2,517 square miles of Ohio Edison,  661
square miles of Cleveland Electric and all 1,112 square miles of Penn Power.
6 Of the approximately 5,500 employees in nine Regions,  less than 200 employees
provide the "regional" support services discussed herein.
7 The  Commission  has  previously  authorized  utility  companies  in a holding
company system to render service to each other.  See e.g.,  Ameren  Corporation,
                                                 --- ----   -------------------
Holding Co. Act Release No. 26809 (Dec. 30, 1997); CP&L Energy,  Holding Co. Act
                                                   -----------
Release No. 27284 (Nov.27, 2000).

                                       10



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

         FirstEnergy  estimates  that  the  additional  fees,   commissions  and
expenses incurred or to be incurred in connection with the proposed  transaction
will not exceed $25,000.

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

         Section 13(b) of the Act and Rule 88 thereunder  are  applicable to the
proposed transaction. FirstEnergy believes that ServeCo has been organized so as
to  comply  with  Section  13(b)  of the  Act  and the  Commission's  rules  and
regulations  thereunder.  In this regard,  Rule 88 provides that "[a] finding by
the Commission that a subsidiary  company of a registered  holding company . . .
is so organized and conducted,  or to be conducted,  as to meet the requirements
of Section  13(b) of the Act with respect to  reasonable  assurance of efficient
and economical  performance of services or construction or sale of goods for the
benefit of associate  companies,  at cost fairly and equitably  allocated  among
them (or as permitted by Rule 90),  will be made only  pursuant to a declaration
filed with the Commission on Form U-13-1,  as specified" in the instructions for
that  form,   by  such  company  or  the  persons   proposing  to  organize  it.
Notwithstanding  the foregoing  language,  the  Commission has on several recent
occasions made findings under Section 13(b) based on information set forth in an
Application/Declaration  on Form U-1,  without  requiring the formal filing of a
Form U-13-1. See SCANA Corp.,  Holding Co. Act Release No. 27133 (Feb. 9, 2000);
             --------------
New Century Energies,  Holding Co. Act Release No. 26748 (Aug. 1, 1997); CINergy
--------------------                                                     -------
Corp.,  Holding Co. Act Release No. 26146 (Oct. 21, 1994); UNITIL Corp., Holding
----                                                       -----------
Co. Act Release No. 25524 (April 24, 1992).  In this  Post-Effective  Amendment,
FirstEnergy  has submitted  substantially  the same  information  for ServeCo as
would have been submitted in a Form U-13-1. Accordingly, it is submitted that it
is  appropriate to find that ServeCo is so organized and its business will be so
conducted as to meet the requirements of Section 13(b), and that the filing of a
Form  U-13-1  is  unnecessary,  or,  alternatively,   that  this  Post-Effective
Amendment should be deemed to constitute a filing on Form U-13-1 for purposes of
Rule 88.

         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 $1.84 billion as of March 31, 2003,  would be
$920 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

                                       11



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.

         As of March 31, 2003,  and on the same basis as set forth in the Merger
Order,  FirstEnergy's  aggregate  investment in EWGs and FUCOs was approximately
$1.31 billion,8 an amount  significantly  below the $5 billion amount authorized
in the Merger Order.  Additionally,  as of March 31, 2003, consolidated retained
earnings were $1.84 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 March 31, 2003, FirstEnergy's consolidated capitalization consisted
of 33.7% common equity,  1.65%  cumulative  preferred  stock,  1.9% subsidiary -
obligated mandatorily redeemable preferred securities, 58.78% long-term debt and
3.97% 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, 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 This $1.31 billion amount represents Current Investments only. As of March 30,
2003, FirstEnergy had no Genco Investments.
9 Standard & Poor's Rating Services
10 Moody's Investors Service, Inc.
11 Fitch, Inc.

                                       12




         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. FirstEnergy states that
the  transactions  contemplated  herein will have no impact on its  consolidated
capitalization.

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

         The New Jersey Board of Public Utilities ("NJBPU") and the Pennsylvania
Pubic Utility Commission ("PPUC") have jurisdiction under their respective state
affiliate interests statutes over the proposed Service Agreement,  as it relates
to the Utility Subsidiaries that are subject to regulation by those commissions.
No other State commission, and no Federal commission, other than this Commission
has jurisdiction over the proposed transaction.

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

         FirstEnergy  requests that the Commission  issue a  supplemental  order
approving the interim operations proposed herein not later than June 1, 2003. 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 Division of Investment  Management 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:

                      D-12        - Application of JCP&L to NJBPU for
                                    Approval of Service Agreement --
                                    previously filed.

                      D-13        - NJBPU Order -- to be filed by amendment.

                      D-14        - Application of Penn Power, Penelec and
                                    Met-Ed to PPUC for Approval of Service
                                    Agreement -- to be filed by amendment.

                      D-15        - PPUC Order -- to be filed by amendment.


                                       13



                      N-7         - Revised Form of Service Agreement (including
                                    Allocation Methods).

                      N-8         - Utility-to-Utility Service Agreement

                      N-9         - Policies and Procedures Manual - Paper
                                    filing only.

                  (b) Financial Statements:

                      Omitted as not relevant to the proposed transaction.

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

         (a) The proposed  transaction  does not involve 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 transaction.

                                       14




                                   SIGNATURES


         Pursuant to the  requirements of the Public Utility Holding Company Act
of 1935, as amended,  the undersigned  companies have duly caused this statement
to be signed on their behalves by the undersigned thereunto duly authorized.


                                FIRSTENERGY CORP.
                                FIRSTENERGY SERVICE COMPANY
                                GPU SERVICE, INC.

                                By:  ________________________________
                                     Harvey L. Wagner
                                     Vice President and Controller

Date:    May 29, 2003