SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   FORM 10-Q/A

                                 AMENDMENT NO. 1

                                   (Mark One)
           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 2003

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

For the transition period from                  to
                               ----------------    -----------------
Commission     Registrant; State of Incorporation;             I.R.S. Employer
File Number      Address; and Telephone Number                Identification No.
-----------    -----------------------------------            ------------------

1-2323        THE CLEVELAND ELECTRIC ILLUMINATING COMPANY        34-0150020
              (An Ohio Corporation)
              c/o FirstEnergy Corp.
              76 South Main Street
              Akron, OH  44308
              Telephone (800)736-3402


<PAGE>


Indicate by check mark whether each of the registrants (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

Yes  X    No
    ----    -----

          Indicate by check mark whether each registrant is an accelerated filer
( as defined in Rule 12b-2 of the Act):

Yes  X    No
    ----    -----

          Indicate  the  number of shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest practicable date:

                                                                OUTSTANDING
                CLASS                                      AS OF AUGUST 8, 2003
                -----                                      --------------------
     The Cleveland Electric Illuminating Company,
     no par value                                              79,590,689

          This  Form  10-Q/A  includes   forward-looking   statements  based  on
information  currently  available to management.  Such statements are subject to
certain risks and uncertainties. These statements typically contain, but are not
limited to, the terms "anticipate", "potential", "expect", "believe", "estimate"
and similar  words.  Actual  results may differ  materially due to the speed and
nature  of  increased  competition  and  deregulation  in the  electric  utility
industry,  economic or weather  conditions  affecting  future sales and margins,
changes in markets for energy  services,  changing  energy and commodity  market
prices,  replacement  power costs being higher than  anticipated or inadequately
hedged,  maintenance  costs  being  higher  than  anticipated,  legislative  and
regulatory changes (including revised environmental requirements),  availability
and cost of capital,  inability  of the  Davis-Besse  Nuclear  Power  Station to
restart  (including  because  of  an  inability  to  obtain  a  favorable  final
determination  from  the  Nuclear  Regulatory  Commission)  in the fall of 2003,
inability to accomplish or realize  anticipated  benefits from strategic  goals,
further  investigation  into the causes of the August 14, 2003, power outage and
other similar factors.


<PAGE>


                                EXPLANATORY NOTE

We are filing this Amendment No. 1 to our Quarterly  Report on Form 10-Q for the
quarter ended June 30, 2003 (the "Report") to correct a  typographical  error in
Item 2 -  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF RESULTS OF  OPERATIONS  AND
FINANCIAL  CONDITION of the Report.  This  Amendment has no effect on previously
reported results of operations or financial position.

The  complete  amended and  restated  Item 2, which is included in its  entirety
below, reflects the following correction:

Under the heading "RESULTS OF OPERATIONS":

         Under the subheading "Operating Expenses and Taxes":

                  In the first sentence of the  first paragraph, the increase in
                  total operating expenses and taxes for the first six months of
                  2003 of $4.2 million should have read $1.8 million.



<PAGE>


                                TABLE OF CONTENTS


                                                                          Pages

Part I.    Financial Information

      The Cleveland Electric Illuminating Company

           Consolidated Statements of Income...........................     *
           Consolidated Balance Sheets.................................     *
           Consolidated Statements of Cash Flows.......................     *
           Report of Independent Auditors..............................     *
           Management's Discussion and Analysis of Results of
             Operations and Financial Condition........................    1-10

Part II.      Other Information


*    Indicates the items that have not been revised and are not included in this
     Form 10-Q/A.  Reference is made to the  original 10-Q for complete  text of
     such items.



<PAGE>
          THE FOLLOWING ITEM HAS BEEN AMENDED IN THIS AMENDMENT No. 1:
                                     PART I
      ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
                             AND FINANCIAL CONDITION


                   THE CLEVELAND ELECTRIC ILLUMINATING COMPANY

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION


          CEI is a wholly owned, electric utility subsidiary of FirstEnergy. CEI
conducts business in portions of Ohio, providing regulated electric distribution
services.  CEI also provides  generation services to those customers electing to
retain them as their power supplier.  CEI provides power directly to alternative
energy  suppliers  under CEI's  transition  plan. CEI has unbundled the price of
electricity into its component  elements - including  generation,  transmission,
distribution  and  transition  charges.  Power  supply  requirements  of CEI are
provided by FES - an affiliated company.

RESTATEMENTS

          As  further  discussed  in  Note  1  to  the  Consolidated   Financial
Statements,  CEI identified certain accounting matters that require  restatement
of the  consolidated  financial  statements for the year ended December 31, 2002
and the three months ended March 31, 2003. The revisions reflect a change in the
method of amortizing  the costs  associated  with the Ohio  transition  plan and
recognition of above-market values of certain leased generation facilities.

       Transition Cost Amortization

          As discussed in Note 4 - Regulatory  Matters,  CEI recovers transition
costs,  including  regulatory assets,  through an approved transition plan filed
under Ohio's electric  utility  restructuring  legislation.  The plan, which was
approved in July 2000,  provides  for the recovery of costs from January 1, 2001
through a fixed number of kilowatt-hour  sales to all customers that continue to
receive regulated  transmission and distribution  service,  which is expected to
end in 2009 for CEI.

          CEI amortizes  transition  costs using the effective  interest method.
The  amortization  schedules  developed in applying this method were  previously
based on total transition revenues, including revenues designed to recover costs
which  have not yet been  incurred  or that were  recognized  on the  regulatory
financial  statements  (fair value  purchase  accounting  adjustments).  CEI has
subsequently  revised the  amortization  schedules under the effective  interest
method to consider  only  revenues  relating  to  transition  regulatory  assets
recognized  on the balance  sheet.  The  amortization  expense under the revised
method (see Note 1)  increased  by $24.8  million for the three months and $48.8
million for the six months ended June 30, 2002.

       Above-Market Lease Costs

          In 1997,  FirstEnergy Corp. was formed through a merger between OE and
Centerior  Energy  Corp.  The  merger was  accounted  for as an  acquisition  of
Centerior,  the parent  company of CEI, under the purchase  accounting  rules of
Accounting  Principles  Board  (APB)  Opinion  No.  16. In  connection  with the
reassessment of the accounting for the transition plan,  FirstEnergy  reassessed
its accounting for the Centerior purchase and determined that above market lease
liabilities should have been recorded at the time of the merger. Accordingly, as
of 2002,  FirstEnergy recorded additional  adjustments  associated with the 1997
merger  between  OE  and  Centerior  to  reflect   certain  above  market  lease
liabilities  for Beaver Valley Unit 2 and the Bruce Mansfield  Plant,  for which
CEI had previously  entered into  sale-leaseback  arrangements.  CEI recorded an
increase in goodwill  related to the above market lease costs for Beaver  Valley
Unit 2 since  regulatory  accounting  for  nuclear  generating  assets  had been
discontinued prior to the merger date and it was determined that this additional
liability  would  have  increased  goodwill  at  the  date  of the  merger.  The
corresponding  impact  of the  above  market  lease  liabilities  for the  Bruce
Mansfield Plant were recorded as regulatory assets because regulatory accounting
had not been  discontinued  at that time for the  fossil  generating  assets and
recovery of these liabilities was provided for under the transition plan.

          The total above market  lease  obligation  of $611 million  associated
with Beaver Valley Unit 2 will be amortized through the end of the lease term in
2017.  The  additional  goodwill  has been  recorded on a net basis,  reflecting
amortization   that  would  have  been  recorded   through  2001  when  goodwill
amortization  ceased with the  adoption of SFAS No. 142.  The total above market
lease  obligation of $457 million  associated  with the Bruce Mansfield Plant is
being amortized through the end of 2016. Before the start of the transition plan
in fiscal 2001, the regulatory  asset would have been amortized at the same rate
as the lease obligation. Beginning in 2001, the remaining unamortized regulatory
asset would have been  included in CEI's  amortization  schedule for  regulatory
assets and amortized through the end of the recovery period - approximately 2009
for CEI.

                                       1

<PAGE>


RESULTS OF OPERATIONS

          Earnings on common  stock in the second  quarter of 2003  decreased to
$7.5  million  from $60.6  million in the second  quarter of 2002.  Earnings  on
common  stock in the first six months of 2003  included an  after-tax  credit of
$42.4  million from the  cumulative  effect of an  accounting  change due to the
adoption of SFAS 143,  "Accounting  for Asset  Retirement  Obligations."  Income
before the cumulative  effect was $24.6 million in the first six months of 2003,
compared to $78.6  million for the same period of 2002.  Lower  earnings in both
periods  resulted  principally  from lower  revenues  and higher  operation  and
maintenance  expenses in 2003  compared to 2002.  Revenues were affected by mild
weather in the second  quarter  after  benefiting  from  unusually  cold weather
earlier in 2003.  Higher  nuclear  costs as a result of the  extended  outage at
Davis-Besse  and additional  unplanned  work performed  during the Perry Plant's
nuclear  refueling  outage in the second  quarter of 2003 was the largest factor
contributing  to  the  increased  operation  and  maintenance  expenses.  Higher
employee  benefit  costs and  purchased  power  costs  also  contributed  to the
increased expenses.

          Operating  revenues  decreased by $50.7 million or 11.0% in the second
quarter and $64.2  million or 7.2% in the first six months of 2003 from the same
periods of 2002 due to  cooler-than-normal  temperatures  and increased sales by
alternative suppliers. Kilowatt-hour sales to retail customers declined 16.5% in
the  second  quarter  and  10.5%  in the  first  six  months  of 2003  from  the
corresponding  periods of 2002, which reduced  generation sales revenue by $22.0
million and $28.6 million, respectively. Mild temperatures in the second quarter
of 2003 reduced sales to  residential  and commercial  customers.  Kilowatt-hour
sales of electricity by alternative  suppliers in CEI's franchise area increased
by 12.2 percentage  points in the second quarter and 10.8  percentage  points in
the first six months of 2003 from the corresponding periods last year.

          Distribution  deliveries  were nearly  unchanged in the second quarter
and increased 5.4% in the first six months of 2003 compared to the corresponding
periods of 2002. Lower unit prices and the change in distribution  deliveries in
the second quarter and first six months of 2003  contributed to an $11.3 million
reduction  in  revenues  in the second  quarter  and $4.2  million  increase  in
revenues from electricity throughput in the first six months of 2003 compared to
the same  periods  last  year.  Cooler-than-normal  temperatures  in the  second
quarter of 2003 reduced  air-conditioning  loads of  residential  and commercial
customers  while   residential  and  commercial   loads  benefited  from  colder
temperatures  earlier in the year which increased demand in the first six months
of 2003  compared  to the  corresponding  periods  from last year.  As a result,
deliveries to residential and commercial  customers decreased by a combined 2.6%
in the  second  quarter  and  increased  4.0% in the  first  six  months of 2003
compared to the same  periods of 2002.  Distribution  deliveries  to  industrial
customers  increased in the second  quarter and first six months of 2003 despite
the continued effect of a sluggish economy due in part to the expansion of steel
production in the franchise area.

          Further  decreasing  operating  revenues  were  Ohio  transition  plan
incentives,  provided to customers to encourage  switching to alternative energy
providers - $4.7 million of additional  credits in the second  quarter and $10.5
million of additional  credits in the first six months of 2003 compared with the
corresponding  periods of 2002. These revenue reductions are deferred for future
recovery under CEI's transition plan and do not materially affect current period
earnings.

          Sales revenues from wholesale  customers  (primarily FES) decreased by
$10.8 million in the second quarter and $21.5 million in the first six months of
2003  compared  with the same  periods of 2002.  The lower sales  resulted  from
reductions in available  nuclear  generation of 41.1% in the second  quarter and
29.3% in the first half of 2003 compared to the  corresponding  periods of 2002.
Available  generation  decreased due to the extended  outage at Davis-Besse  and
generating  capacity  removed from service due to refueling  activities  in 2003
compared to 2002.

          Changes in electric  generation sales and  distribution  deliveries in
the second quarter and first six months of 2003 from the  corresponding  periods
of 2002 are summarized in the following table:

          Changes in Kilowatt-hour Sales        Three Months     Six Months
          -----------------------------------------------------------------
          Increase (Decrease)
          Electric Generation:
            Retail................................   (16.5)%       (10.5)%
            Wholesale.............................   (18.7)%       (18.2)%
          -----------------------------------------------------------------
          Total Electric Generation Sales.........   (17.5)%       (14.3)%
          =================================================================
          Distribution Deliveries:
            Residential...........................    (3.7)%         5.1%
            Commercial............................    (1.5)%         2.7%
            Industrial............................     3.6%          7.0%
          ----------------------------------------------------------------
          Total Distribution Deliveries                0.4%          5.4%
          ================================================================

                                       2

<PAGE>


Operating Expenses and Taxes

           Total operating expenses and taxes increased by $11.8 million in the
second quarter and $1.8 million in the first six months of 2003 from the same
periods of 2002. The following table presents changes from the prior year by
expense category.

     Operating Expenses and Taxes - Changes          Three Months     Six Months
     ---------------------------------------------------------------------------
     Increase (Decrease)                                     (In millions)
     Fuel..........................................    $  (1.7)      $   (6.3)
     Purchased power costs.........................       12.8            9.7
     Nuclear operating costs.......................       36.2           28.0
     Other operating costs.........................        2.2            7.2
     --------------------------------------------------------------------------
       Total operation and maintenance expenses....       49.5           38.6
     Provision for depreciation and amortization...        0.2           (0.9)
     General taxes.................................        0.9            1.8
     Income taxes..................................      (38.8)         (37.7)
     --------------------------------------------------------------------------
       Net increase in operating expenses and taxes      $11.8         $  1.8
 ==============================================================================

          Lower fuel costs in the second  quarter  and first six months of 2003,
compared with the same periods of 2002 resulted from reduced nuclear generation.
Higher  purchased  power costs  primarily  reflect  increased  unit costs in the
second  quarter  and first  six  months of 2003  compared  to the  corresponding
periods of 2002.  Increased  nuclear costs resulted from additional  incremental
costs  associated  with the  extended  Davis-Besse  outage  and  unplanned  work
performed  during the Perry nuclear  plant's  56-day  refueling  outage  (44.85%
ownership) in the second  quarter of 2003,  compared  with the 24-day  refueling
outage at Beaver Valley Unit 2 (24.47%  ownership) in the first quarter of 2002.
The increase in other operating costs in the second quarter and first six months
of 2003,  compared to the same periods of 2002  primarily  resulted  from higher
employee benefit costs.

          The small increase in  depreciation  and  amortization  charges in the
second  quarter of 2003,  compared with the second quarter of 2002 was primarily
attributable  to three factors - increased  amortization  of  regulatory  assets
being  recovered  under CEI's  transition plan ($3.6 million) and recognition of
depreciation  on three fossil plants ($5.8  million) which had been held pending
sale in the second quarter of 2002 but were subsequently retained by FirstEnergy
in the fourth quarter of 2002. Substantially offsetting these three factors were
higher shopping  incentive  deferrals ($4.7 million) and lower charges resulting
from the implementation of SFAS 143 ($3.6 million).  During the first six months
of 2003 depreciation and amortization  charges decreased  slightly from the same
period of 2002 primarily as the result of the same offsetting  factors affecting
the second quarter of 2003.

         Net Interest Charges

          Net interest  charges  continued to trend  lower,  decreasing  by $6.8
million in the second  quarter and $11.2 million in the first six months of 2003
from  the  same  periods  last  year,   reflecting  redemption  and  refinancing
activities.  CEI's  redemption  and  repricing  activities  during the first six
months of 2003  totaled  $115 million and $113  million,  respectively,  and are
expected to result in annualized savings of approximately $9 million.

       Cumulative Effect of Accounting Changes

          Results for the first six months of 2003 include an  after-tax  credit
to net income of $42.4  million  recorded  by CEI upon  adoption  of SFAS 143 in
January of 2003. CEI identified  applicable  legal  obligations as defined under
the new accounting standard for nuclear power plant decommissioning, reclamation
of a sludge disposal pond at the Bruce Mansfield  Plant, and closure of two coal
ash disposal  sites.  As a result of adopting  SFAS 143 in January  2003,  asset
retirement  costs of $49.9 million were recorded as part of the carrying  amount
of the related  long-lived  asset,  offset by accumulated  depreciation  of $6.8
million.  The asset retirement  obligation liability at the date of adoption was
$238.3 million, including accumulated accretion for the period from the date the
liability was incurred to the date of adoption. As of December 31, 2002, CEI had
recorded  decommissioning  liabilities of $239.7 million,  including  unrealized
gains on the decommissioning  trust funds of $0.4 million. The cumulative effect
adjustment for unrecognized  depreciation,  accretion offset by the reduction in
the existing decommissioning  liabilities and ceasing the accounting practice of
depreciating  non-regulated  generation assets using a cost of removal component
was a $72.5 million increase to income, or $42.4 million net of income taxes.

                                       3

<PAGE>


       Preferred Stock Dividend Requirements

          Preferred  stock dividend  requirements  decreased $8.5 million in the
first six months of 2003, compared to the same period last year, principally due
to optional redemptions of preferred stock in 2002.

CAPITAL RESOURCES AND LIQUIDITY

          CEI's cash requirements in 2003 for operating  expenses,  construction
expenditures,  scheduled debt  maturities and preferred  stock  redemptions  are
expected to be met without  significantly  increasing its net debt and preferred
stock  outstanding.   Available   borrowing  capacity  under  short-term  credit
facilities  will be used to manage working capital  requirements.  Over the next
three  years,  CEI expects to meet its  contractual  obligations  with cash from
operations. Thereafter, CEI expects to use a combination of cash from operations
and funds from the capital markets.

       Changes in Cash Position

          As  of  June  30,  2003,  CEI  had  $0.2  million  of  cash  and  cash
equivalents,  compared  with $30.4  million as of December 31,  2002.  The major
sources for changes in these balances are summarized below.

       Cash Flows From Operating Activities

          Cash provided by operating  activities  during the second  quarter and
first six months of 2003,  compared with the corresponding  periods in 2002 were
as follows:


                                 Three Months Ended        Six Months Ended
                                      June 30,                 June 30,
     Operating Cash Flows         2003        2002         2003        2002
     ------------------------------------------------------------------------
                                                (In millions)
     Cash earnings (1).......     $  64       $118         $133        $187
     Working capital and other       60        (75)          (4)        (57)
     ------------------------------------------------------------------------

     Total        ...........      $124       $ 43         $129        $130
     ========================================================================

     (1) Includes net income, depreciation and amortization,
         deferred income taxes, investment tax credits and major
         noncash charges.


          Net cash provided from operating  activities  increased $81 million in
the second  quarter of 2003  compared  to the same  period in 2002 due to a $135
million  increase in working capital  partially offset by a $54 million decrease
in cash  earnings.  The largest factor  contributing  to the increase in working
capital and other was primarily higher accounts payable.

       Cash Flows From Financing Activities

          In the second  quarter and first six months of 2003, net cash used for
financing  activities  increased $34 million and $18 million,  respectively from
the corre  sponding  periods of 2002.  The increase in funds used for  financing
activities primarily reflected higher security redemptions and repayments, which
were partially offset by changes in short-term borrowings.

          CEI had about  $0.6  million  of cash and  temporary  investments  and
approximately $338.8 million of short-term indebtedness as of June 30, 2003. CEI
had the capability to issue $573.3 million of additional first mortgage bonds on
the basis of property  additions and retired bonds.  CEI has no  restrictions on
the issuance of preferred stock.

       Cash Flows From Investing Activities

          Net cash used for  investing  activities  increased $33 million in the
second  quarter of 2003 from the same quarter of 2002 due to a reduction in 2002
in the Shippingport  Capital Trust investment and higher capital expenditures in
2003.

          During the second  half of 2003,  capital  requirements  for  property
additions and capital leases are expected to be about $54 million,  including $8
million for nuclear fuel. CEI has additional  requirements of  approximately  $1
million to meet  sinking  fund  requirements  for  preferred  stock and maturing
long-term  debt  during  the  remainder  of 2003.  These cash  requirements  are
expected to be satisfied from internal cash and short-term credit arrangements.


                                       4
<PAGE>


          On  July  25,  2003,  Standard  &  Poor's  (S&P)  issued  comments  on
FirstEnergy's  debt ratings in light of the latest  extension of the Davis-Besse
outage and the NJBPU decision on the JCP&L rate case. S&P noted that  additional
costs from the  Davis-Besse  outage  extension,  the NJBPU ruling on recovery of
deferred  energy costs and additional  capital  investments  required to improve
reliability  in  the  New  Jersey  shore   communities   will  adversely  affect
FirstEnergy's  cash flow and deleveraging  plans. S&P noted that it continues to
assess  FirstEnergy's  plans to determine if  projected  financial  measures are
adequate to maintain its current rating.

          On August 7, 2003, S&P affirmed its "BBB" corporate  credit rating for
FirstEnergy. However, S&P stated that although FirstEnergy generates substantial
free cash, that its strategy for reducing debt had deviated  substantially  from
the one  presented  to S&P around the time of the GPU  merger  when the  current
rating was assigned.  S&P further noted that their  affirmation of FirstEnergy's
corporate credit rating was based on the assumption that FirstEnergy  would take
appropriate steps quickly to maintain its investment grade ratings including the
issuance of equity or possible sale of assets. Key issues being monitored by S&P
include  the  restart of  Davis-Besse,  FirstEnergy's  liquidity  position,  its
ability to  forecast  provider-of-last-resort  load and the  performance  of its
hedged portfolio and continued capture of merger synergies.  On August 11, 2003,
S&P stated that a recent U.S. District Court ruling (see  Environmental  Matters
below) with  respect to the Sammis Plant is negative  for  FirstEnergy's  credit
quality.

          On August 14, 2003,  Moody's Investors Service placed the debt ratings
of FirstEnergy and all of its subsidiaries under review for possible  downgrade.
Moody's  stated  that the review was  prompted  by:  (1)  weaker  than  expected
operating performance and cash flow generation;  (2) less progress than expected
in reducing debt; (3) continuing high leverage  relative to its peer group;  and
(4) negative impact on cash flow and earnings from the continuing  nuclear plant
outage  at  Davis-Besse.   Moody's  further  stated  that,  in  anticipation  of
Davis-Besse returning to service in the near future and FirstEnergy's continuing
to significantly  reduce debt and improve its financial  profile,  "Moody's does
not expect that the outcome of the review  will result in  FirstEnergy's  senior
unsecured debt rating falling below investment-grade."

       Pension and Other Postretirement Benefits

          As a result of GPU  Service  Inc.  merging  with  FirstEnergy  Service
Company  in the second  quarter  of 2003,  operating  company  employees  of GPU
Service were transferred to JCP&L, Met-Ed and Penelec. Accordingly,  FirstEnergy
requested  an  actuarial  study to update the pension and other  post-employment
benefit (OPEB) assets and liabilities for each of its subsidiaries. Based on the
actuary's  report,  CEI's  accrued  pension  and OPEB costs as of June 30,  2003
decreased by $16.7 million and $49.5 million, respectively.

       Other Obligations

          Obligations not included on CEI's Consolidated Balance Sheet primarily
consist of sale and leaseback  arrangements involving the Bruce Mansfield Plant.
As of June 30, 2003,  the present  value of these sale and  leaseback  operating
lease  commitments,  net of trust  investments,  total $160  million.  CEI sells
substantially all of its retail customer receivables, which provided $96 million
of off-balance sheet financing as of June 30, 2003.

EQUITY PRICE RISK

          Included  in  CEI's  nuclear  decommissioning  trust  investments  are
marketable equity securities carried at their market value of approximately $141
million  and  $119   million  as  of  June  30,  2003  and  December  31,  2002,
respectively.  A hypothetical  10% decrease in prices quoted by stock  exchanges
would result in a $14 million reduction in fair value as of June 30, 2003.

OUTLOOK

          Beginning in 2001,  CEI's  customers  were able to select  alternative
energy  suppliers.  CEI  continues  to deliver  power to  residential  homes and
businesses through its existing  distribution  systems,  which remain regulated.
Customer  rates  have been  restructured  into  separate  components  to support
customer choice. In Ohio CEI has a continuing responsibility to provide power to
those  customers  not  choosing  to  receive  power from an  alternative  energy
supplier  subject to certain  limits.  Adopting new approaches to regulation and
experiencing new forms of competition have created new uncertainties.

       Regulatory Matters

          In 2001, Ohio customer rates were  restructured to establish  separate
charges  for  transmission,   distribution,   transition  cost  recovery  and  a
generation-related component. When one of CEI's customers elects to obtain power
from an alternative supplier, CEI reduces the customer's bill with a "generation

                                       5

<PAGE>

shopping  credit,"  based  on  the  regulated   generation  component  (plus  an
incentive),  and the customer  receives a generation charge from the alternative
supplier.  CEI has  continuing  PLR  responsibility  to its franchise  customers
through December 31, 2005.

          Regulatory assets are costs which have been authorized by the PUCO and
the Federal Energy  Regulatory  Commission for recovery from customers in future
periods and, without such authorization,  would have been charged to income when
incurred.  Regulatory  assets  decreased $43.5 million to $1,148.3 million as of
June 30, 2003 from the balance as of December 31, 2002. All of CEI's  regulatory
assets are  expected to continue to be  recovered  under the  provisions  of its
transition plan.

          As part of  CEI's  Ohio  transition  plan it is  obligated  to  supply
electricity to customers who do not choose an alternative supplier.  CEI is also
required  to  provide  400  megawatts  (MW) of low cost  supply to  unaffiliated
alternative  suppliers  that serve  customers  within its  service  area.  CEI's
competitive  retail sales  affiliate,  FES, acts as an alternate  supplier for a
portion of the load in its franchise area.

       Davis-Besse Restoration

          On April 30, 2002, the Nuclear Regulatory Commission (NRC) initiated a
formal  inspection  process at the  Davis-Besse  nuclear plant.  This action was
taken in response to  corrosion  found by FENOC in the reactor  vessel head near
the nozzle  penetration  hole during a refueling  outage in the first quarter of
2002. The purpose of the formal inspection  process is to establish criteria for
NRC oversight of the licensee's performance and to provide a record of the major
regulatory and licensee actions taken, and technical issues resolved, leading to
the NRC's approval of restart of the plant.

          Restart  activities  include both hardware and management  issues.  In
addition to refurbishment  and installation  work at the plant,  FirstEnergy has
made  significant  management and human  performance  changes with the intent of
establishing  the proper  safety  culture  throughout  the  workforce.  Work was
completed on the reactor head during 2002 and is continuing on efforts  designed
to  enhance  the  unit's  reliability  and  performance.   FirstEnergy  is  also
accelerating  maintenance  work that had been planned for future  refueling  and
maintenance  outages.  At a meeting with the NRC in November  2002,  FirstEnergy
discussed  plans to test the  bottom of the  reactor  for leaks and to install a
state-of-the-art  leak-detection  system  around  the  reactor.  The  additional
maintenance  work  being  performed  has  expanded  the  previous  estimates  of
restoration  work.  FirstEnergy  anticipates  that  the unit  will be ready  for
restart  in the  fall of 2003.  The NRC  must  authorize  restart  of the  plant
following  its formal  inspection  process  before the unit can be  returned  to
service.  While the additional  maintenance work has delayed FirstEnergy's plans
to reduce post-merger debt levels  FirstEnergy  believes such investments in the
unit's future safety,  reliability and performance to be essential.  Significant
delays in  Davis-Besse's  return to  service,  which  depends on the  successful
resolution of the management and technical issues as well as NRC approval, could
trigger an  evaluation  for  impairment  of the nuclear  plant (see  Significant
Accounting Policies below).

          Incremental  costs  associated  with the extended  Davis-Besse  outage
(CEI's  share - 51.38%) for the second  quarter and first six months of 2003 and
2002 were as follows:

                                      Three Months Ended       Six Months Ended
Costs of Davis-Besse Extended Outage       June 30,                June 30
--------------------------------------------------------------------------------
                                       2003       2002         2003        2002
                                       ----       ----         ----        ----
                                                    (In millions)
Incremental Pre-Tax Expense
  Replacement power                    $41.1      $33.6       $  93.4      $33.6
  Maintenance                           22.4       12.1          58.6       12.1
--------------------------------------------------------------------------------
      Total                            $63.5      $45.7        $152.0      $45.7
================================================================================

Capital Expenditures                  $  2.4      $12.0      $    2.4      $12.0
================================================================================

          It is anticipated that an additional $22 million in maintenance  costs
will be expended over the remainder of the Davis-Besse outage. Replacement power
costs are  expected  to be $15 million  per month in the  non-summer  months and
$20-25 million per month during the summer months of July and August.

          FirstEnergy  has  hedged the  on-peak  replacement  energy  supply for
Davis-Besse for the expected length of the outage.

                                       6

<PAGE>


       Environmental Matters

          CEI believes it is in compliance with the current sulfur dioxide (SO2)
and  nitrogen  oxide  (NOx)  reduction  requirements  under  the  Clean  Air Act
Amendments of 1990. In 1998, the Environmental Protection Agency (EPA) finalized
regulations   requiring  additional  NOx  reductions  in  the  future  from  its
generating facilities. Various regulatory and judicial actions have since sought
to  further  define  NOx  reduction  requirements  (see  Note 2 -  Environmental
Matters).  CEI continues to evaluate its compliance  plans and other  compliance
options.

          Violations  of  federally  approved  SO2  regulations  can  result  in
shutdown of the generating unit involved  and/or civil or criminal  penalties of
up to  $31,500  for  each  day a unit is in  violation.  The EPA has an  interim
enforcement  policy for SO2 regulations in Ohio that allows for compliance based
on a 30-day averaging period. CEI cannot predict what action the EPA may take in
the future with respect to the interim enforcement policy.

          In  December  2000,  the EPA  announced  it  would  proceed  with  the
development of  regulations  regarding  hazardous air  pollutants  from electric
power  plants.  The EPA  identified  mercury as the  hazardous  air pollutant of
greatest  concern.  The EPA  established  a schedule to propose  regulations  by
December 2003 and issue final  regulations  by December 2004. The future cost of
compliance with these regulations may be substantial.

          As a result of the Resource  Conservation and Recovery Act of 1976, as
amended,  and the  Toxic  Substances  Control  Act of 1976,  federal  and  state
hazardous  waste   regulations  have  been  promulgated.   Certain   fossil-fuel
combustion waste products,  such as coal ash, were exempted from hazardous waste
disposal  requirements  pending  the  EPA's  evaluation  of the need for  future
regulation.   The  EPA  has  issued  its  final  regulatory  determination  that
regulation of coal ash as a hazardous waste is  unnecessary.  In April 2000, the
EPA announced that it will develop  national  standards  regulating  disposal of
coal ash under its authority to regulate nonhazardous waste.

          CEI  believes  it is in  compliance  with  the  current  SO2  and  NOx
reduction  requirements  under  the  Clean  Air  Act  Amendments  of  1990.  SO2
reductions  are being achieved by burning  lower-sulfur  fuel,  generating  more
electricity from lower-emitting  plants,  and/or using emission allowances.  NOx
reductions are being achieved through combustion  controls and the generation of
more electricity at lower-emitting  plants. In September 1998, the EPA finalized
regulations  requiring  additional NOx reductions  from the Companies'  Ohio and
Pennsylvania facilities. The EPA's NOx Transport Rule imposes uniform reductions
of NOx  emissions (an  approximate  85% reduction in utility plant NOx emissions
from  projected  2007  emissions)  across a region of  nineteen  states  and the
District of Columbia,  including New Jersey,  Ohio and Pennsylvania,  based on a
conclusion  that such NOx  emissions  are  contributing  significantly  to ozone
pollution in the eastern United States.  State  Implementation  Plans (SIP) must
comply by May 31, 2004 with individual state NOx budgets established by the EPA.
Pennsylvania  submitted a SIP that requires  compliance  with the NOx budgets at
the Companies'  Pennsylvania  facilities by May 1, 2003 and Ohio submitted a SIP
that requires  compliance with the NOx budgets at the Companies' Ohio facilities
by May 31, 2004.

          CEI has been named as a "potentially responsible party" (PRP) at waste
disposal sites which may require cleanup under the  Comprehensive  Environmental
Response,  Compensation  and Liability Act of 1980.  Allegations  of disposal of
hazardous  substances at historical  sites and the liability  involved are often
unsubstantiated and subject to dispute;  however,  federal law provides that all
PRPs  for a  particular  site  be held  liable  on a joint  and  several  basis.
Therefore,  potential  environmental  liabilities  have been  recognized  on the
Consolidated  Balance Sheet as of June 30, 2003, based on estimates of the total
costs of  cleanup,  CEI's  proportionate  responsibility  for such costs and the
financial  ability of other  nonaffiliated  entities to pay. CEI's total accrued
liabilities were approximately $2.5 million as of June 30, 2003.

          The effects of compliance on CEI with regard to environmental  matters
could have a material  adverse effect on its earnings and competitive  position.
These environmental  regulations affect its earnings and competitive position to
the extent CEI competes with companies that are not subject to such  regulations
and  therefore  do not bear the risk of costs  associated  with  compliance,  or
failure  to  comply,  with such  regulations.  CEI  believes  it is in  material
compliance  with  existing  regulations,  but is unable to predict  how and when
applicable environmental regulations may change and what, if any, the effects of
any such change would be.

       Legal Matters

          Various  lawsuits,  claims and  proceedings  related  to CEI's  normal
business  operations are pending against CEI, the most  significant of which are
described above.

SIGNIFICANT ACCOUNTING POLICIES

          CEI prepares its consolidated  financial statements in accordance with
accounting  principles  that  are  generally  accepted  in  the  United  States.
Application  of these  principles  often  requires  a high  degree of  judgment,

                                       7

<PAGE>

estimates and  assumptions  that affect CEI's  financial  results.  All of CEI's
assets  are  subject  to their  own  specific  risks and  uncertainties  and are
regularly  reviewed for  impairment.  Assets  related to the  application of the
policies   discussed   below  are  similarly   reviewed  with  their  risks  and
uncertainties   reflecting  those  specific  factors.   CEI's  more  significant
accounting policies are described below.

       Regulatory Accounting

          CEI is  subject  to  regulation  that sets the  prices  (rates)  it is
permitted  to  charge  its  customers  based on the  costs  that the  regulatory
agencies determine CEI is permitted to recover. At times,  regulators permit the
future  recovery  through  rates of costs  that  would be  currently  charged to
expense by an  unregulated  company.  This  rate-making  process  results in the
recording of regulatory  assets based on anticipated  future cash inflows.  As a
result of the  changing  regulatory  framework in Ohio a  significant  amount of
regulatory  assets have been  recorded.  As of June 30, 2003,  CEI's  regulatory
assets totaled $1,148.3  million.  CEI regularly  reviews these assets to assess
their  ultimate   recoverability  within  the  approved  regulatory  guidelines.
Impairment  risk  associated  with these assets relates to  potentially  adverse
legislative, judicial or regulatory actions in the future.

       Revenue Recognition

          CEI follows the accrual method of accounting for revenues, recognizing
revenue  for  kilowatt-hours  that have been  delivered  but not yet been billed
through the end of the accounting period. The determination of unbilled revenues
requires management to make various estimates including:

       o  Net energy generated or purchased for retail load
       o  Losses of energy over distribution lines
       o  Allocations to distribution companies within the FirstEnergy system
       o  Mix of kilowatt-hour usage by residential, commercial and industrial
          customers
       o  Kilowatt-hour usage of customers receiving electricity from
          alternative suppliers

       Pension and Other Postretirement Benefits Accounting

          FirstEnergy's  reported  costs of providing  non-contributory  defined
pension and OPEB benefits are dependent  upon numerous  factors  resulting  from
actual plan experience and certain assumptions.

          Pension  and  OPEB  costs  are   affected  by  employee   demographics
(including  age,  compensation  levels,  and employment  periods),  the level of
contributions  FirstEnergy  makes to the plans,  and  earnings  on plan  assets.
Pension  and OPEB costs may also be  affected  by  changes  to key  assumptions,
including  anticipated  rates of return on plan assets,  the discount  rates and
health care trend rates used in determining  the projected  benefit  obligations
for pension and OPEB costs.

          In accordance with SFAS 87,  "Employers'  Accounting for Pensions" and
SFAS  106,  "Employers'  Accounting  for  Postretirement   Benefits  Other  Than
Pensions," changes in pension and OPEB obligations associated with these factors
may  not be  immediately  recognized  as  costs  on the  income  statement,  but
generally  are  recognized in future years over the  remaining  average  service
period of plan  participants.  SFAS 87 and SFAS 106 delay recognition of changes
due to the  long-term  nature of pension  and OPEB  obligations  and the varying
market  conditions  likely  to  occur  over  long  periods  of  time.  As  such,
significant  portions of pension  and OPEB costs  recorded in any period may not
reflect the actual level of cash benefits  provided to plan participants and are
significantly  influenced by assumptions about future market conditions and plan
participants' experience.

          In selecting an assumed discount rate, FirstEnergy considers currently
available rates of return on high-quality fixed income  investments  expected to
be   available   during  the  period  to  maturity  of  the  pension  and  other
postretirement benefit obligations.  Due to the significant decline in corporate
bond yields and interest rates in general during 2002,  FirstEnergy  reduced the
assumed  discount rate as of December 31, 2002 to 6.75% from 7.25% used in 2001.
FirstEnergy's assumed rate of return on pension plan assets considers historical
market returns and economic  forecasts for the types of investments  held by its
pension  trusts.  The market values of  FirstEnergy's  pension  assets have been
affected by sharp  declines in the equity  markets since  mid-2000.  In 2002 and
2001, plan assets earned (11.3)% and (5.5)%, respectively. FirstEnergy's pension
costs in 2002 were computed  assuming a 10.25% rate of return on plan assets. As
of  December  31,  2002 the  assumed  return on plan assets was reduced to 9.00%
based  upon  FirstEnergy's  projection  of  future  returns  and  pension  trust
investment  allocation of  approximately  60% large cap equities,  10% small cap
equities and 30% bonds.

          Based on pension  assumptions  and pension  plan assets as of December
31, 2002,  FirstEnergy  will not be required to fund its pension  plans in 2003.
While OPEB plan assets have also been  affected by sharp  declines in the equity
market,  the impact is not as  significant  due to the relative size of the plan
assets.  However,  health care cost trends have significantly increased and will
affect future OPEB costs.  The 2003 composite  health care trend rate assumption
is approximately  10%-12% gradually decreasing to 5% in later years, compared to

                                       8

<PAGE>

FirstEnergy's 2002 assumption of approximately 10% in 2002, gradually decreasing
to 4%-6% in later years. In determining its trend rate assumptions,  FirstEnergy
included the specific  provisions of its health care plans, the demographics and
utilization rates of plan participants, actual cost increases experienced in its
health care plans, and projections of future medical trend rates.

       Ohio Transition Cost Amortization

          In developing  FirstEnergy's  restructuring  plan, the PUCO determined
allowable  transition costs based on amounts  recorded on the EUOC's  regulatory
books.  These costs exceeded  those  deferred or  capitalized  on  FirstEnergy's
balance sheet prepared  under GAAP since they included  certain costs which have
not yet been  incurred  or that  were  recognized  on the  regulatory  financial
statements  (fair value purchase  accounting  adjustments).  FirstEnergy uses an
effective interest method for amortizing its transition costs, often referred to
as a "mortgage-style" amortization.

          The  interest  rate under  this  method is equal to the rate of return
authorized by the PUCO in the transition  plan for each respective  company.  In
computing  the  transition  cost  amortization,  FirstEnergy  includes  only the
portion of the transition  revenues associated with transition costs included on
the balance sheet  prepared under GAAP.  Revenues  collected for the off balance
sheet costs and the return  associated with these costs are recognized as income
when received.

       Long-Lived Assets

          In  accordance  with  SFAS  144,  "Accounting  for the  Impairment  or
Disposal of Long-Lived Assets," CEI periodically evaluates its long-lived assets
to determine  whether  conditions  exist that would  indicate  that the carrying
value of an asset may not be fully recoverable. The accounting standard requires
that if the sum of future cash flows  (undiscounted)  expected to result from an
asset, is less than the carrying value of the asset, an asset impairment must be
recognized in the financial statements. If impairment, other than of a temporary
nature,  has  occurred,  CEI  recognizes a loss - calculated  as the  difference
between the carrying value and the estimated fair value of the asset (discounted
future net cash flows).

       Goodwill

          In a business  combination,  the excess of the purchase price over the
estimated  fair  values  of the  assets  acquired  and  liabilities  assumed  is
recognized  as  goodwill.  Based  on the  guidance  provided  by SFAS  142,  CEI
evaluates its goodwill for  impairment at least  annually and would make such an
evaluation  more  frequently  if  indicators  of  impairment  should  arise.  In
accordance with the accounting  standard,  if the fair value of a reporting unit
is less than its carrying value including  goodwill,  an impairment for goodwill
must be recognized in the financial statements. If impairment were to occur, CEI
would  recognize a loss - calculated as the difference  between the implied fair
value of a reporting  unit's  goodwill and the carrying  value of the  goodwill.
CEI's annual review was  completed in the third quarter of 2002.  The results of
that review  indicated no  impairment of goodwill.  The forecasts  used in CEI's
evaluations of goodwill reflect operations  consistent with its general business
assumptions. Unanticipated changes in those assumptions could have a significant
effect on its future  evaluations  of  goodwill.  As of June 30,  2003,  CEI had
approximately $1.7 billion of goodwill.

RECENTLY ISSUED ACCOUNTING STANDARDS NOT YET IMPLEMENTED

       FIN 46, "Consolidation of Variable Interest Entities - an interpretation
       of ARB 51"

          In January 2003,  the FASB issued this  interpretation  of ARB No. 51,
"Consolidated Financial Statements". The new interpretation provides guidance on
consolidation of variable interest entities (VIEs), generally defined as certain
entities  in  which  equity  investors  do not  have  the  characteristics  of a
controlling  financial interest or do not have sufficient equity at risk for the
entity to finance  its  activities  without  additional  subordinated  financial
support  from other  parties.  This  Interpretation  requires an  enterprise  to
disclose  the  nature  of its  involvement  with a VIE if the  enterprise  has a
significant  variable  interest  in  the  VIE  and to  consolidate  a VIE if the
enterprise is the primary  beneficiary.  VIEs created after January 31, 2003 are
immediately subject to the provisions of FIN 46. VIEs created before February 1,
2003 are subject to this  interpretation's  provisions  in the first  interim or
annual  reporting  period  beginning after June 15, 2003 (CEI's third quarter of
2003).  The FASB also  identified  transitional  disclosure  provisions  for all
financial statements issued after January 31, 2003.

          CEI currently has transactions which may fall within the scope of this
interpretation and which are reasonably  possible of meeting the definition of a
VIE  in  accordance  with  FIN  46.  One of  these  entities  CEI  is  currently
consolidating  is the  Shippingport  Capital Trust which reacquired a portion of
the  off-balance  sheet debt issued in connection with the sale and leaseback of
its interest in the Bruce  Mansfield  Plant.  Ownership of the trust  includes a
4.85  percent  interest  by  nonaffiliated  parties  and a 0.34  percent  equity
interest by Toledo Edison Capital Corp., an affiliated company.

                                       9

<PAGE>

       SFAS 150, "Accounting for Certain Financial Instruments with
       Characteristics of both Liabilities and Equity"

          In May 2003, the FASB issued SFAS 150, which establishes standards for
how an  issuer  classifies  and  measures  certain  financial  instruments  with
characteristics of both liabilities and equity. In accordance with the standard,
certain  financial  instruments  that  embody  obligations  for the  issuer  are
required to be classified as liabilities.  SFAS 150 is effective immediately for
financial  instruments  entered  into or  modified  after  May 31,  2003  and is
effective at the beginning of the first interim period  beginning after June 15,
2003 (CEI's third quarter of 2003) for all other financial instruments.

          CEI did not enter into or modify any financial  instruments within the
scope of SFAS 150 during June 2003. Upon adoption of SFAS 150, effective July 1,
2003,  CEI  classified  as  debt  the  preferred   stock  subject  to  mandatory
redemptions with a carrying value of  approximately  $5.0 million as of June 30,
2003.  Dividends on preferred  stock  subject to mandatory  redemption  in CEI's
Consolidated  Statements  of Income are  currently  not included in net interest
charges.   Therefore,   the   application   of  SFAS   150  will   require   the
reclassification of such preferred dividends to net interest charges.

       EITF Issue No. 01-08, "Determining whether an Arrangement Contains
       a Lease"

          In May 2003, the EITF reached a consensus  regarding when arrangements
contain a lease. Based on the EITF consensus, an arrangement contains a lease if
(1)  it  identifies  specific  property,   plant  or  equipment  (explicitly  or
implicitly),  and (2) the  arrangement  transfers  the right to the purchaser to
control the use of the  property,  plant or  equipment.  The  consensus  will be
applied prospectively to arrangements committed to, modified or acquired through
a business combination, beginning in the third quarter of 2003. CEI is currently
assessing the new EITF  consensus and has not yet  determined  the impact on its
financial position or results of operations following adoption.

                                       10

<PAGE>


PART II. OTHER INFORMATION
--------------------------

Item 6.    Exhibits and Reports on Form 8-K

 (a) Exhibits

           Exhibit
           Number
           -------

           CEI

              31.1 Certification letter from chief executive officer, as adopted
                   pursuant to Section 302 of the Sarbanes-Oxley Act.

              31.2 Certification letter from chief financial officer, as adopted
                   pursuant to Section 302 of the Sarbanes-Oxley Act.

              32.1 Certification  letter from chief executive  officer and chief
                   financial officer, as adopted pursuant to Section 906
                   of the Sarbanes-Oxley Act.

          Pursuant to paragraph  (b)(4)(iii)(A)  of Item 601 of Regulation  S-K,
          CEI has not filed as an  exhibit to this Form  10-Q/A  any  instrument
          with  respect  to  long-term  debt if the total  amount of  securities
          authorized  thereunder does not exceed 10% of the total assets of CEI,
          but hereby  agrees to furnish to the  Commission  on request  any such
          documents.

(b)  Reports on Form 8-K

         CEI

          CEI filed  eight  reports on Form 8-K since March 31,  2003.  A report
dated April 16, 2003  reported  Davis-Besse  information.  A report dated May 1,
2003 reported an updated Davis-Besse ready for restart schedule.  A report dated
May 9, 2003 reported  updated  Davis-Besse  information.  A report dated June 5,
2003,  reported updated  Davis-Besse  information.  A report dated July 24, 2003
reported an updated Davis-Besse ready for restart schedule and cost estimates. A
report dated August 5, 2003 reported the pending restatement of 2002 FE, OE, CEI
and TE  financial  statements  and  restatement  and  reaudit of 2001 CEI and TE
financial  statements.  A report  dated  August 7,  2003  reported  the  pending
restatement and reaudit of 2000 CEI and TE financial statements.  A report dated
September  12, 2003  reported  that FE, OE, CEI and TE have received an informal
data request from the Securities and Exchange  Commission  related to the recent
restatement of their 2002 financial statements.

                                       11


<PAGE>


                                    SIGNATURE



          Pursuant to the  requirements of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.



September 24, 2003






                                              THE CLEVELAND ELECTRIC
                                               ILLUMINATING COMPANY
                                                    Registrant


                                             /s/ Harvey L. Wagner
                                           -----------------------------
                                                 Harvey L. Wagner
                                           Vice President and Controller
                                              Chief Accounting Officer

                                       12

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