SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   FORM 10-Q/A

                                 AMENDMENT NO. 2
                                   (Mark One)
           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 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 MAY 9, 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. 2 to our Quarterly  Report on Form 10-Q for the
quarter ended March 31, 2003 (the "Report") to correct  typographical  errors 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 corrections:

Under the heading "RESTATEMENTS":

     Under the subheading "Transition Cost Amortization":

         In the last  sentence of the second  paragraph,  the  reference  to the
         three  months  ended June 30,  2002 and 2003 should have read March 31,
         2002 and 2003.

Under the heading "RESULTS OF OPERATIONS":

     Under the subheading "Net Interest Charges":

         In the first  sentence  of the first  paragraph,  the  decrease  in net
         interest charges of $0.5 million should have read $4.4 million.

Under the heading "CAPITAL RESOURCES AND LIQUIDITY",

     Under the subheading "Cash Flows from Operating Activities",  the column in
     the table showing the 2003 amounts is corrected as follows:


Operating Cash Flows                As originally filed  As corrected
----------------------------------------------------------------------
                                                         (In millions)
Cash earnings (1)                         $52                $55
Working capital and other                 (47)               (50)
----------------------------------------------------------------------

Total                                     $ 5                $ 5
======================================================================

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

     Under the subheading "Cash Flows from Operating Activities",  the column in
     the table showing the 2002 amounts is corrected as follows:


Operating Cash Flows                As originally filed As corrected
----------------------------------------------------------------------
                                                        (In millions)
Cash earnings (1)                         $50                $54
Working capital and other                  38                 34
----------------------------------------------------------------------

Total                                     $88                $88
======================================================================

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

         In the second paragraph under such  subheading, the decrease in working
         capital of $85 million  should have  read $84 million and the  increase
         in cash earnings of $2 million should have read $1 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.....................      1-8

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, as previously amended,
     for complete text of such items.




<PAGE>


          THE FOLLOWING ITEM HAS BEEN AMENDED IN THIS AMENDMENT No. 2:
                                     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,  FirstEnergy is restating its consolidated  financial statements for
the year ended  December  31, 2002 and the three months ended March 31, 2003 and
2002.  The  restatements  reflect a change in the method of amortizing the costs
being  recovered  under 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,  FirstEnergy's  Ohio
electric  utilities  recover  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.

          FirstEnergy and the Ohio utilities amortize transition costs using the
effective interest method. The amortization  schedules  originally  developed at
the beginning of the transition  plan in 2001 in applying this method were 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) but not in the financial
statements  prepared under GAAP. The Ohio electric  utilities have revised their
amortization  schedules  under the  effective  interest  method to consider only
revenues relating to transition regulatory assets recognized on the GAAP balance
sheet.  The impact of this change will  result in higher  amortization  of these
regulatory  assets in the first  several years of the  transition  cost recovery
period, versus the method previously applied. The change in method results in no
change  in total  amortization  of the  regulatory  assets  recovered  under the
transition  period through the end of 2009. The  amortization  expense under the
revised  method (see Note 1) increased by $24 million and $24.8  million for the
three months ended March 31, 2002 and 2003, respectively.

       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.

                                       1

<PAGE>

          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 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
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.

RESULTS OF OPERATIONS

          Earnings on common  stock in the first  quarter of 2003  increased  to
$58.4 million from income of $8.3 million in the first quarter of 2002. Earnings
on common stock in the first  quarter 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 $15.3  million in the first  quarter of 2003,
compared to $14.9 million for the same period of 2002.

          Operating  revenues  decreased  by $13.5  million or 3.1% in the first
quarter of 2003 from the same period in 2002. The lower  revenues  resulted from
reduced  kilowatt-hour  sales,  which were  partially  offset by the  effects of
colder  weather  on  distribution   deliveries  to  residential  and  commercial
customers. Kilowatt-hour sales to retail customers declined by 4.3% in the first
quarter of 2003 from the same quarter of 2002,  which reduced  generation  sales
revenue by $6.6 million.  Electric  generation  services provided by alternative
suppliers  as a  percent  of total  sales  deliveries  in CEI's  franchise  area
increased to 37.6% in the first  quarter of 2003 from 28.5% in the first quarter
of 2002.

          Distribution  deliveries  increased 10.5% in the first quarter of 2003
compared to the  corresponding  quarter of 2002,  with increases in all customer
sectors  (residential,  commercial and industrial).  As a result,  revenues from
electricity  throughput  increased by $15.5 million in the first quarter of 2003
from the same quarter of the prior year. The increase  reflected higher volumes,
offset in part by lower unit prices.  Distribution deliveries to residential and
commercial  customers  benefited  from  colder  than  normal  weather,  while  a
substantial increase in distribution deliveries to industrial customers, despite
the continued effect of a sluggish economy,  resulted from an expansion of steel
production in the franchise area.

          Transition  plan  incentives,   provided  to  customers  to  encourage
switching to alternative  energy providers,  reduced operating  revenues -- $5.8
million in the first quarter of 2003 compared with the  corresponding  period 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  decreased by $10.7 million
(primarily  to FES) in the first quarter of 2003 compared with the first quarter
of 2002,  due to reduced  nuclear  generation  from the  extended  outage of the
Davis-Besse Plant (see Davis-Besse Restoration).

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

                  Changes in Kilowatt-Hour Sales
                  ----------------------------------------------------
                  Increase (Decrease)
                  Electric Generation:
                    Retail..................................    (4.3)%
                    Wholesale...............................   (17.8)%
                  ----------------------------------------------------
                  Total Electric Generation Sales...........   (11.3)%
                  ====================================================
                  Distribution Deliveries:
                    Residential.............................    12.9%
                    Commercial..............................     7.0%
                    Industrial..............................    10.9%
                  ---------------------------------------------------
                  Total Distribution Deliveries.............    10.5%
                  ===================================================

       Operating Expenses and Taxes

          Total  operating  expenses and taxes  decreased by $9.9 million in the
first  quarter  of 2003 from the first  quarter  of 2002.  The  following  table
presents changes from the prior year by expense category.

                                       2

<PAGE>


        Operating Expenses and Taxes - Changes
        -----------------------------------------------------------------
         Increase (Decrease)                                 (In millions)
                                                               (Revised)
        Fuel.............................................        $(4.6)
        Purchased power costs............................         (3.1)
        Nuclear operating costs..........................         (8.3)
        Other operating costs............................          5.0
        -----------------------------------------------------------------
          Total operation and maintenance expenses.......        (11.0)

        Provision for depreciation and amortization......         (1.1)
        General taxes....................................          1.0
        Income taxes.....................................          1.2
        -----------------------------------------------------------------
          Total operating expenses and taxes.............        $(9.9)
        =================================================================

          Lower fuel costs in the first quarter of 2003, compared with the first
quarter of 2002 resulted from reduced nuclear  generation  (down 21%). The lower
purchased power costs reflected  reduced unit costs offset in part by additional
kilowatt-hours  purchased.  Two scheduled refueling outages in the first quarter
of 2002  (Beaver  Valley Unit 2 and  Davis-Besse)  and the absence of  refueling
outages  in the  first  quarter  of 2003  more  than  offset  incremental  costs
associated with the extended outage of Davis-Besse,  producing the lower nuclear
operating  costs.  The increase in other  operating  costs resulted in part from
higher employee benefit costs.

          The decrease in  depreciation  and  amortization  charges in the first
quarter of 2003,  compared  with the first quarter of 2002 was  attributable  to
several factors - higher shopping  incentive  deferrals ($5.8 million) and lower
charges resulting from the implementation of SFAS 143 ($3.0 million),  including
revised service life assumptions for generating plants ($4.0 million). Partially
offsetting  these  decreases were increased  amortization  of regulatory  assets
being  recovered  under CEI's  transition plan ($1.5 million) and recognition of
depreciation on three fossil plants ($8.1 million),  which had been held pending
sale in the first quarter of 2002 but were subsequently  retained by FirstEnergy
in the fourth quarter of 2002.

       Net Interest Charges

          Net interest  charges  continued to trend  lower,  decreasing  by $4.4
million in the first quarter of 2003 from the same quarter last year, reflecting
redemptions and  refinancings  since the end of the first quarter of 2002. CEI's
net debt  redemptions  totaled  $15.0  million  during the first quarter of 2003
which will result in annualized savings of $1.2 million.

       Cumulative Effect of Accounting Changes

          Upon adoption of SFAS 143 in the first  quarter of 2003,  CEI recorded
an after-tax  credit to net income of $42.4 million.  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  $242.5  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.

       Preferred Stock Dividend Requirements

          Preferred  stock dividend  requirements  decreased $7.3 million in the
first quarter 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  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  March  31,  2003,  CEI  had  $0.8  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.

                                       3

<PAGE>


         Cash Flows From Operating Activities

          Cash provided from  operating  activities  during the first quarter of
2003, compared with the first quarter of 2002 were as follows:

            Operating Cash Flows                     2003          2002
            -------------------------------------------------------------
                                                        (In millions)

            Cash earnings (1)....................    $  55         $ 54
            Working capital and other............      (50)          34
            -------------------------------------------------------------

            Total................................    $   5         $ 88
            =============================================================

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

          Net cash provided from operating  activities decreased $83 million due
to an $84 million decrease in working capital - that decrease was offset in part
by a $1 million increase in cash earnings.  The largest factors  contributing to
the  increase in working  capital  and other were lower  accounts  payable  from
associated  companies in the first quarter of 2003  compared with  corresponding
amounts in the first quarter of 2002 ($68 million).

       Cash Flows From Financing Activities

          Net cash used for  financing  activities  declined  $16 million in the
first quarter of 2003 from the first quarter of 2002. The decrease in funds used
for financing  activities  primarily  reflected  lower security  redemptions and
repayments,  which  were  partially  offset  by a net  reduction  in  short-term
borrowings.

          CEI had about  $1.4  million  of cash and  temporary  investments  and
approximately  $321.8 million of short-term  indebtedness  as of March 31, 2003.
CEI had the  capability  to issue $545.5  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  decreased $22 million in the
first  quarter of 2003 from the same  quarter of 2002 due to a reduction  in the
Shippingport Capital Trust investment and lower capital expenditures.

          During the last  three  quarters  of 2003,  capital  requirements  for
property  additions  and capital  leases are  expected to be about $85  million,
including  $9 million for  nuclear  fuel.  CEI has  additional  requirements  of
approximately $101 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.

          On January 21, 2003,  Standard and Poor's (S&P)  indicated its concern
about FirstEnergy's  disclosure of non-cash charges related to deferred costs in
Pennsylvania,  pension and other post-retirement  benefits,  and Emdersa,  which
were higher than  anticipated  in the third quarter of 2002.  S&P identified the
restart of the Davis-Besse  nuclear plant  "...without  significant delay beyond
April 2003..." as key to  maintaining  FirstEnergy's  current debt ratings.  S&P
also   identified   other  issues  it  would  continue  to  monitor   including:
FirstEnergy's  deleveraging  efforts, free cash generated during 2003, the JCP&L
rate case, successful hedging of its short power position, and continued capture
of projected merger savings.

          On April 14,  2003,  S&P again  affirmed  its "BBB"  corporate  credit
rating for  FirstEnergy.  The S&P outlook  remained  negative,  but S&P improved
FirstEnergy's  business position from a "6" to a "5" (on a scale of 1 to 10 with
1 considered  the least risky).  S&P also  reiterated  that the key issues being
monitored by the agency  included the timely restart of  Davis-Besse,  the JCP&L
rate case, capture of merger synergies,  and controlling capital expenditures at
estimated levels. Significant delays in the planned date of Davis-Besse's return
to service or other factors  (identified  above)  affecting the speed with which
FirstEnergy reduces debt, could put additional pressure on the credit ratings of
FirstEnergy and, correspondingly, its subsidiaries, including CEI.

          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."

                                       4

<PAGE>


       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 March 31, 2003,  the present value of these sale and  leaseback  operating
lease  commitments,  net of trust  investments,  total $157  million.  CEI sells
substantially all of its retail customer receivables, which provided $96 million
of off-balance sheet financing as of March 31, 2003.

EQUITY PRICE RISK

          Included  in  CEI's  nuclear  decommissioning  trust  investments  are
marketable equity securities carried at their market value of approximately $117
million  and  $119  million  as  of  March  31,  2003  and  December  31,  2002,
respectively.  A hypothetical  10% decrease in prices quoted by stock  exchanges
would result in a $12 million reduction in fair value as of March 31, 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
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 $21.4 million to $1,170.4 million as of
March 31, 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 first half of the summer 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 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).

                                       5

<PAGE>


          Incremental  expenses associated with the extended  Davis-Besse outage
in the first quarter of 2003 totaled $88.6 million,  including $36.3 million for
maintenance work and $52.3 million for fuel and purchased power. CEI's ownership
share is 51.38% of those expenses.  It is anticipated  that an additional  $13.7
million  in  maintenance  costs  will  be  spent  during  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.

       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 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 March 31, 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 March 31, 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,
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.

                                       6

<PAGE>


       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 March 31, 2003,  CEI's  regulatory
assets totaled $1,170.4  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  benefits and  postemployment  benefits  other than pensions  (OPEB) 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
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.

                                       7

<PAGE>


       Ohio Transition Cost Amortization

          In developing CEI'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 CEI'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).  CEI 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,  CEI 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 No. 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 March 31,  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. CEI currently  consolidates the majority of these
entities and believes it will continue to consolidate  following the adoption of
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.

                                       8

<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 eleven reports on Form 8-K since December 31, 2002. A report
dated  January 17, 2003  reported  updated  information  related with efforts to
prepare  Davis-Besse for a safe and reliable  return to service.  A report dated
March  11,  2003  reported  updated   Davis-Besse   information   including  the
installation of the new reactor head on the reactor vessel. A report dated March
17, 2003 reported updated Davis-Besse information. A report dated April 16, 2003
reported Davis-Besse information. A report dated May 1, 2003 reported an updated
Davis-Besse  ready for restart  schedules.  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 updates to the
schedule  and cost  estimates  for  Davis-Besse.  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.

                                       9

<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

                                       10