Thank you. It is now my pleasure to turn the floor over to your host, Kurt Turosky, Director of Investor Relations. Sir, you may begin your conference.

Thank you, Mia. During this conference call, we will make various forward-looking statements within the meaning of the Safe Harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements with respect to revenues, earnings, performance, strategies, prospects and other aspects of the business of FirstEnergy Corp are based on current expectations that are subject to risks and uncertainties. A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward-looking statements. Please read the Safe Harbor statement contained in the consolidated reports to the financial community, which was released earlier today and is also available on our website under the Earnings Release link. Reconciliations to GAAP for various non-GAAP financial measures we will be referring to today are also contained in that report, as well as on the Investor Information section of our website. Participating in today's call are Tony Alexander, President and Chief Executive Officer; Rich Marsh, Senior Vice President and Chief Financial Officer; Harvey Wagner, Vice President and Controller; Jim Pearson, Treasurer; and Terry Howson, Vice President of Investor Relations. I will now turn the call over to Rich Marsh.

Thank you, Kurt. Good morning everyone. Thanks for being with us today. I will start the call by providing an overview of our earnings results and other financial matters, and then turn the call over to Tony Alexander to discuss our operational performance and also provide an update on regulatory initiatives. Information regarding first-quarter results was provided earlier today in our consolidated report to the financial community that’s available on our website. We do understand that the e-mail distribution of the report was delayed this morning as the third party we used to distribute the e-mails had problems with their server. We do understand that the server is back in service and that the e-mail distribution began around 9:30. So we apologize for the delay. Let's start with our first-quarter financial results. Please note that we will refer to earnings and cash flow results on a non-GAAP basis and that reconciliations to results on a GAAP basis are available in the consolidated report, as well as on the Investor Information page on our website. Earnings on a GAAP basis in the first quarter of 2006 were $0.67 per share, and there were no unusual items. This compares to GAAP earnings of $0.49 per share and normalized non-GAAP earnings of $0.47 per share in the first quarter of 2005. These results reflect the implementation of the Ohio Rate Stabilization Plan that was approved in 2004, as well as our recently approved Rate Certainty Plan. Certain elements of both plans impacted our financial results for the first time during the period. Specifically, the major earnings changes resulting from the Ohio rate plans compared to the first quarter of last year include a reduction in transition cost amortization of $0.18 per share, primarily reflecting the end of the generation transition cost recovery in…

Thanks Rich. Good morning everyone, and thanks for joining us. Let me start with a brief operational performance overview. First, I am pleased to report that FirstEnergy set a new first quarter generation output record of 20 million megawatt hours, a 7% increase over the prior first quarter record established last year, even though we had two nuclear refueling outages underway. The generation record was attributable to an increase in fossil generation, with the Bruce Mansfield plant, our largest baseload plant at 2,410 megawatt, achieving a 95% capacity factor for the quarter. Overall, our fossil plants established their best quarterly output ever. Respecting our nuclear fleet, the primary area of management focus has been improving our outage performance, both from a duration and cost standpoint. And we have seen positive results in our nuclear outage execution this year. Specifically, on April 19th, Beaver Valley Unit 1 returned to service 11 days ahead of schedule, over a very complicated construction and refueling outage. The unit became the first plant in the world to cut a temporary opening in its containment building to replace its steam generators and reactor head within a 65-day timeframe. It's also important to note Beaver Valley Unit 1 had operated safely and reliably for a unit record of 465 consecutive days before it was taken offline for this scheduled outage. The Davis-Besse nuclear power station is also currently in the process of restarting following the completion of its scheduled refueling outage. Major work activities during the Davis-Besse outage included replacing several components in the plant's turbine, which is expected to increase power output by 11 megawatt, and rebuilding two of the four reactor coolant pumps. From a regulatory standpoint, we also took a significant step in Pennsylvania to better position us for the future. On April 10th,…

Good morning. Could you, going to Tony's comments at the end, what is remaining on the air quality expenditures, Rich, in terms of why it would take another month or so, month or two for you guys to finalize that?

Yeah, we're still finalizing the engineering design, for one thing Ashar, and that impacts the pattern of capital expenditures. We're still looking at market conditions in terms of shop space and availability, and working that through the equation in terms of how we want to design the program. So they are still going through the final phases of that. I'm confident by midyear we will be done with that, but that's a process that is still going on as we speak, actually.

Okay, and then, just going back to the plans filed in Pennsylvania, could I ask you -- I guess they're earnings-enhancing as well as cash-flow-enhancing. Could you just describe what's the use if you're successful, what the use of those cash would be going forward?

Are you talking about the Pennsylvania plans?

Yeah.

For Met-Ed and Penelec? You know, Terry's investment letter Ashar, really laid out a lot of the financial details regarding the filing, and I would refer you to that. And if there's additional detail questions, follow-up questions, it would probably be more expedient to handle that offline. But I think Terry's letter did a good job of laying out all the financial details regarding the filing.

Okay Rich, my only issue is, if you had more cash, what would be the use of it going forward into the system?

We have talked before about our uses of cash in general, Ashar, in terms of growing the dividend, reinvesting in the business and repurchasing shares. And that priority I don't think we’ve changed. We have also talked about how over the next several years, in particular, starting in 2007 we will have significant capital outflows as a result of the air quality spending program, and also in terms of reinvesting in the wires business to improve reliability. So, to the degree we are able to realize additional cash, that will obviously help us keep all three of those priorities.

Thank you.

Thank you.

Thank you. Your next question is from Greg Gordon from Citigroup.

Thanks. Couple of questions on the '06 outlook and then one on '07. And we stand today looking at how well the Beaver Valley outage went and the number of customers that are coming back to the system, and we look at just the broad array of inputs that you gave in your 2006 guidance, in your Analyst Meeting, point to any structural issues that are different, you know, more customers coming back less Beaver Valley being up sooner, that would affect sort of movement up or down as we move through the year, looking at guidance?

A couple of factors, I guess Greg. Number one, obviously, the weather was mild during the period, and that restrained sales somewhat. So that would be a slight negative. As you mentioned, Beaver Valley coming back about 11 days ahead of schedule was a slight positive for us. The customers returning is actually – it’s not a positive for us from an earnings standpoint. Basically those are customers that are coming back to us at retail tariff rates. So what that does is it displaces our ability to do wholesale sales that actually generate a higher margin for us than under the retail tariff. So those customers are essentially all back at this point, though much of that migration occurred towards the end of last year. There's really virtually no shopping outside of our affiliates. So at this point, I don't expect that to change during the year, but those are the major dynamics.

Thanks. And then, when we think about Penn Power, right now the Penn Power -- the utility is served completely by generation output from FirstEnergy's generation fleet, correct?

Correct.

And so, when we think about the '07 -- the change in the dynamic there, at a minimum, the power that you're selling into Penn Power would be re-priced to something more comparable to where the wholesale market is. And if you win the competitive RFP, it could be at what we would consider to be a more -- a retail price more reflective of current wholesale conditions. Is that a fair way to think about it?

That is the right way to think about it, Greg.

And how many megawatt hours do you expect to serve there this year? Is it about 4.6 terawatt hours of load?

Yeah, about 4.6.

Okay thank you guys.

Thank you Greg.

Thank you. Your next question is coming from Steve Fleishman of Merrill Lynch.

Hello Steve.

Hi guys, how are you? Just to rehash on the Pennsylvania filing and the legal argument on it that you went through, Tony. Just under the initial deal with GPU that was done as part of stranded costs and all that, what you're saying is that it's very clear cut that they were only supposed to serve no more than 20% of the load?

Yeah Steve, basically the document provides that for 80% shopping, and if you don't reach 80%, then the Commission is to change the generation price.

Okay, and then to get to the 20%?

Correct. To get to the –

To get to the 80%.

80%.

Right. And then my recollection is you then, kind of as part of the merger, then settled on a deferral plan to bring this up, to bring this generation rate up, but that got rejected in the courts for other issues, but that's kind of irrelevant at this point because the rate freeze in the dereg law is over?

The statutory generation cap expired at the end of 2005. That's correct.

Okay, what kind of reaction have you gotten politically to this filing? Has there been any big negative reaction to the rate increases, or has it been quiet?

I think, generally Steve, I judge my reaction to it from what I've seen in the press, in the main. And overall, it has been very calm, also not a lot of customer calls into our call centers. So I'd say it was handled very professionally by the media, very fact driven, and at this point they are pretty straightforward. And again, I think in large measure they recognized two things: One, that the increase itself is relatively modest, given price increases that you are reading about elsewhere than the newspaper; and two, there hasn't been a price change in 15 or 20 years, which I think both bode well and favorable to the companies, particularly as people on the outside begin to look at the case.

And I guess this is a, I think a follow-up to Ashar because I frankly think I missed part of his question. But just to clarify on the share buyback, I think you have met every single driver that you were trying to meet except the environmental plan?

At this point we have, Steve. That's correct.

Okay. And your plan was to address all these by midyear. And is that still the case?

That is still the case.

Okay thank you.

Thank you. Steve.

Thank you. Your next question is coming from Paul Patterson of Glenrock Associates. A – Richard Marsh: Hi Paul.

I just wanted to touch base with you on the tax rate. It looks like it decreased quarter-over-quarter. And just could you remind us what we should expect going forward?

Yeah. Paul this is Harvey Wagner. The largest part of that is the amortization of tax regulatory assets that were being recovered by the former GTC charge, and that was amortized through the income tax line on the income statement. So that actually reduced the effective tax rate by about 5%. And then also last year, we had about 2% of the effective tax rate that was attributable to the non-deductibility of the penalties associated with the new source review case and the Davis-Besse fine. So those were the two primary drivers. So, also you might recall in the middle of 2005, the Ohio tax law changed, and that really is driving down for 2006 our marginal composite tax rate by about 1.5 percentage points. So those things taken together are what’s driving that.

Okay and then, going forward, we should expect them to be pretty much the same as they were for the quarter?

Yes.

Okay so just going forward, this would be sort of the tax rate that we will be at.

Right. In the 38, 39% range.

Okay that’s great. And then, I noticed I know weather was bad, but industrial sales seemed to be, in everyone of your jurisdictions to be down pretty substantially. And we think of them as being less weather-sensitive. So I was wondering, are we seeing any elasticity there? Or are there any general economic conditions, or is it just anecdotal changes in each one of those jurisdictions as to why we are seeing industrial usage down so much?

Prices haven’t changed Paul for those customers, so it's not an elasticity impact. I think it's more related to general economic conditions. The story is probably a little bit different in the different areas of our service territory. Most of the industrial activity is in Western Pennsylvania and Northeast Ohio, area that's heavily dominated by steel, auto, glass related sort of manufacturing. I see the reports every month that come through in terms of our sales, and it tends to be almost a company-by-company analysis. Some are up, some are down. I can't point to any general overall trends other than general economic conditions.

Okay so, I guess, because they can go back -- if they are shopping, I guess they can come back, so that hasn't changed any of the –?

Yes, it's not a shopping impact. And many of these customers are on very advantageous rates under contracts that were originated a long time ago, so these are our lowest-margin customers. So to the degree they are not using that power, doesn’t make it available for us to sell wholesale or to other higher-margin customers.

Okay great. And then finally the healthcare benefits. You guys keep on doing very well in this area in terms of keeping expenses down, and I was just wondering this 6 million or so, how is that going to change going forward? Is it just a carryover from stuff that you were doing last year, or is there stuff you're continuing to do?

It really reflects the latest round of plan design changes, Paul. So you should see that stay passed at each quarter during the year.

Thanks a lot.

Thank you.

Thank you. Your next question is coming from Paul Ridzon from KeyBanc.

Good morning, congratulations on a solid quarter.

Thanks Paul.

I don't want to beat a dead horse on the buyback and the last hurdle here, but, and I know the process is ongoing, but are things basically turning out as expected, or one end or other of the range that you talked about?

Are you talking about for the environmental program?

Yes.

You know, I don't expect the total number to change much, Paul. We have talked about that $1.6 to $1.8 billion range. But there could be some movement within the different years in terms of when we spend the capital. And as I mentioned before, we are looking at things like shop space availability, labor availability, material pricing, things like that which could lead us to either accelerate or defer spending in various years. So it really is down to that sort of more granular engineering analysis at this point. I don't expect the overall dollars on the program to change materially, but when they get expended could shift a little bit. That's really what we are looking at.

And then, on the Beaver Valley outage, picked up 11 days against budget. Is there some way to quantify that?

The old rule of thumb we used to use was $1 million a day for nuclear outage, a typical refueling outage. This was not a typical refueling outage though. Obviously, it was much more extensive than that. And the old rule of thumb we used to use for replacement power was about $1 million a day too, and that's probably not material anymore, given what prices are. So I don't have a number in my head, Paul but obviously there was a benefit to that.

And then on Ohio returning customers, is the rate of return different from assumptions upon which guidance is built or?

No, that was all built into guidance, Paul.

Are you seeing more or less than guidance?

No, it was pretty much as expected.

Okay. Thank you very much.

Thank you.

Thank you. Your next question is coming from Paul Fremont of Jefferies.

Thank you, really two questions. One is on the targeted level of generation for the year, you guys were targeting over 80 million megawatt hours. The first quarter record result is that sort of in-line with getting to the annual target, or are you running better?

The first quarter result was consistent with our expectation. Paul.

Okay. And the second question is on the Ohio front, I guess the Chairman of the Ohio Commission has indicated in past conversations with the investment community that he would be interested in sort of having companies initiate filings for addressing the period beyond the 2008 expiry of your plan. Do you see any type of filing taking place during the remainder of the year this year?

I have not had that conversation, and I have not seen Dr. Schriber talk about that. But I don't contemplate -- at this point, I'm not contemplating any filing in Ohio this year.

Thank you.

Thanks Paul.

Thank you. Your next question is coming from Gregg Orrill of Lehman Brothers.

Thanks good morning.

Hi Gregg.

I was wondering if you could talk a little bit about Powerspan, and what role that is going to play in your compliance on SOx and NOx, but also what the potential and testing is you are doing on CO2 control?

Let me try to give you an overview. I'm not an expert on Powerspan, but Powerspan is a unique proprietary technology that we are testing at one of our facilities; it’s called, I believe, electrocatalytic oxidation, which is a new method to remove pollutants. It is, we think, has a high model of potential in terms of both CO2 and removing some of the heavy metals such as Mercury, which makes this technology unique. So it is not yet in a commercialization stage, it is still at a testing stage. We are equity investor in Powerspan. I know our technology guys are very excited about the possibilities of this, but it still has to go through the full commercialization run, test run, to make sure that these benefits that they are at least potentially seeing at this point actually come through in practice. Another benefit of that technology is the byproduct that results as basically fertilizer, which obviously is a sellable byproduct. So rather than conventional technologies where you have sludges and other things, they have paint or gypsum or whatever has to be disposed of as in many cases. This provides you a byproduct that is actually sellable. So we are pretty excited about it. It still has ways to go, but we think that the potential is high.

Actually we have committed Gregg to install this, and we are going through the preliminary engineering now to install this technology at one of our Bay Shore units in Ohio.

Thank you.

Thank you.

Thank you. Your next question is coming from David Frank from Pequot Capital.

Yeah hi good morning. A – Richard Marsh: Hi David.

Rich or Tony, could you tell us what the spread was between PJM West and Beaver Valley in the first quarter as far as power prices go?

I cannot.

I can't either, David. We'll have to get back with you on that one.

Can you give us an idea of historically the kind of spreads you see between the two hubs?

Let us get back to you. I don't have that on the top of my head. We'll check with our commodity supply people and get back to you on that.

Okay, DQE was saying it could be -- it's currently around $15, but I don't know if that's inline with what you're seeing or projecting?

We will check with our knowledgeable people and give you a buzz back.

Do you think if you're successful and you no longer have to serve Met-Ed or Penelec at the tariff rate, given the potential spreads between the two zones, will you actually see a pickup in the margins if you are able to sell your power at around-the-clock wholesale spot prices?

It should be a pickup in margin. Obviously, PJM West is a lower-priced market than further east in PJM. But there still should be a pickup if we're successful in terms of reducing the amount of POLR load we provide to those two companies.

So you do think that the prices that -- you are seeing prices higher than, and even in the Beaver Valley area that are higher than your incumbent tariff?

Yes, correct.

Okay, and can you comment a little bit about the prices, one versus the other?

In terms of what those are?

Yeah, like what you're seeing versus what you are currently serving at?

No, because I don't have it on the top of my head. But we will get that for you, David. We'll check with our supply folks.

Okay great. Thank you.

Thank you.

Thank you. Your next question is coming from Dan Eggers from Credit Suisse.

Hi Dan.

Hi, good morning, just given how well the power plants have been operating and being at record levels in the first quarter, do you guys still see room for improvement as we look out to 2007/2008, relative to where you expect 2006 to come out?

Looking at the fossil fleet, Dan, we need to divide it into a couple tiers, I guess. The baseload units have made enormous progress over the last few years, and there is still some room to go. But every year we are getting a little bit closer, probably to what they can theoretically run at. So, there is still potential in the mid-merit fleet or the load-following fleet, and that is one of the areas we are really focusing on right now in terms of how we run those units, and we are running them harder to generate additional output. So that's an area that we are focused on. And on the nuclear side, as Tony said, we have been focused on outage execution primarily, to make sure that those plants run breaker to breaker without any interruptions and then have crisply executed outages. So if you look at the generation of fleet as a whole, we think there is still some upside potential there for fleet, even though they have done a great job of improving.

Do you have any concerns about coal supply, just as you continue to move up utilization levels at the coal plant as far as making sure you have enough coal in place for the rest of this year and looking beyond to make sure it's always available?

We have done a lot of work in terms of coal supply, both in terms of contracting for coal supplies and also the transportation to get that coal to our units. And I think we have been fairly successful in terms of that. To this point in time, inventories are at our target levels. We have not experienced any significant problems in part because we do have, typically multiple modes of delivery. We always try to have for our major units three modes of delivery: often barge, truck, rail, such that from a transportation standpoint we will be able to get that coal in. And with the contracts we have in place, we have not experienced any significant issues. Like many companies, some of the PRB deliveries have been down a little bit from prior expectations because of transportation constraints coming out of the basin. But with our fuel-switching ability, that has not been a major problem for us. So long answer to your question, no we don't see any problems at this point in terms of having the coal supply at our target levels going forward.

Got it, and I guess one more related to that, commodity prices are obviously still quite high. The curves have come down from last fall or even the beginning of this year, say, at fourth-quarter conference call times. Is that going to have any impact on how we think about the range for guidance this year, when you think about wholesale sales?

It shouldn't. And I think prices are still within the realm that we had contemplated in the guidance, so I am not expecting any deviation from that.

Got it thank you.

Thank you Dan. Why don't we take one more question, and then if there's any follow-ups, certainly Terry and Kurt will be happy to take those.

We have a follow-up question coming from Greg Gordon of Citigroup.

Two quick questions, first, refresh my memory. Is a second-half buyback in your current earnings guidance?

No.

And what is the statutory timing, the maximum potential statutory timing for a decision on the Met-Ed and Penelec rate case?

Nine months, which puts us in the first quarter of '07.

Thank you guys.

Thank you. And we appreciate everybody's time and attention today. Thank you for being with us. If there's any follow-up questions, please feel free to give Terry or Kurt a buzz. And have a good day. Thank you.

Thanks everyone.

This concludes today's FirstEnergy first-quarter earnings conference call. You may now disconnect.