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                        THE TOLEDO EDISON COMPANY




                                   TO




                       THE CHASE MANHATTAN BANK
                             as Trustee.





                 Forty-seventh Supplemental Indenture


                         DATED AUGUST 1, 1997

         (Supplemental to Indenture dated as of April 1, 1947)


             First Mortgage Bonds, 6.10% Series due 2027




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                      THE TOLEDO EDISON COMPANY

                 Forty-seventh Supplemental Indenture

                       Dated August 1, 1997
 
                        TABLE OF CONTENTS

                                                        Page
                                                        ----

Parties                                                    1

Recitals                                                   1

Form of Bond of This Series                                4

Granting Clauses                                          10

Article I  --  Creation and Description of Bonds of 
               This Series                                11

  Section  1  --Creation of Bonds of This Series,
                Limit on Amount Issuable                  11

  Section  2  --Interest Rates, Computation and
                Payment Dates                             11

  Section  3  --Place and Coin of Payment                 11

  Section  4  --Denominations                             11

  Section  5  --Transfer and Exchange                     11

  Section  6  --Record Date for Payment of Interest       12

  Section  7  --Date of Bonds of This Series              12

  Section  8  --Authentication of Bonds of This 
                Series by Trustee                         12

Article II  --  Redemption of Bonds of This Series        13

  Section  1  --Bonds of This Series Redeemable           13

  Section  2  --Mandatory Redemption Provisions           13

  Section  3  --Certain Provisions Of Original Indenture
                Applicable To Redemption Of Bonds Of
                This Series                               14


  Section  4  --Bondholder Agrees To Accept Payment 
                Of Bonds Of This Series Redeemed Prior
                To Maturity                               14

Article III  --  Payment Deemed Made of Bonds of 
                 This Series                              14

  Section  1  --Upon Surrender Of Authority Bonds 
                Purchased                                 14

  Section  2  --Upon Payment Of Authority Bonds           15

  Section  3  --Surrender And Cancellation Of Bonds 
                Of This Series                            15

Article IV  --  The Trustee                               16

  Section  1  --The Trustee Accepts Trust Created By 
                Forty-Seventh Supplemental Indenture      16

  Section  2  --Agency Of The Company Other Than The 
                Trustee                                   16

  Section  3  --Trustee Advises Company Of Notations 
                Provided For In Article III               16

Article V  --  Miscellaneous Provisions                   17

  Section  1  --Ratification And Approval Of Original
                Indenture As Supplemented                 17
                Covenants Of Original Indenture, Except
                As Modified, Continue In Effect

  Section  2  --Forty-Seventh Supplemental Indenture
                May Be Executed In Counterparts           17

  Testimonium Clause                                     S-1

  Signatures And Seals                                   S-1

  Acknowledgments                                        S-1

  Recording And Filing Data                              R-1





     Forty-seventh Supplemental Indenture, dated August 1, 1997, 
made by and between THE TOLEDO EDISON Company, a corporation 
organized and existing under the laws of the State of Ohio 
(hereinafter called the "Company"), and THE CHASE MANHATTAN BANK, 
a corporation organized and existing under the laws of the State 
of New York (the "Trustee"), as Trustee.

                         RECITALS

     The Company has heretofore executed and delivered an 
Indenture of Mortgage and Deed of Trust dated as of April 1, 1947 
(the "Original Indenture") to The Chase National Bank of the City 
of New York, predecessor Trustee, to secure an issue of First 
Mortgage Bonds of the Company, issuable in series, and created 
thereunder an initial series of bonds designated as First Mortgage 
Bonds, 2 7/8% Series due 1977, being the initial series of bonds 
issued under the Original Indenture; and

     The Company has heretofore executed and delivered to The 
Chase National Bank of the City of New York, predecessor Trustee, 
four Supplemental Indentures supplementing the Original Indenture 
dated, respectively, September 1, 1948, April 1, 1949, December 1, 
1950 and March 1, 1954 and has heretofore executed and delivered 
to The Chase Manhattan Bank, which on March 31, 1955, became the 
Trustee under the Original Indenture by virtue of the merger of 
The Chase National Bank of the City of New York into President and 
Directors of The Manhattan Company under the name of The Chase 
Manhattan Bank, the Fifth and the Sixth Supplemental Indentures 
dated, respectively, February 1, 1956, and May 1, 1958, 
supplementing the Original Indenture; and

     The Chase Manhattan Bank was converted into a national 
banking association under the name The Chase Manhattan Bank 
(National Association), effective September 23, 1965; and by 
virtue of said conversion the continuity of the business of Chase 
Manhattan Bank, including its business of acting as corporate 
trustee, and its corporate existence, were not affected, so that 
Chase Manhattan Bank is vested with all the trusts, powers, 
discretion, immunities, privileges and all other matters as were 
vested in said Chase Manhattan Bank under the Indenture, with like 
effect as if originally named as Trustee therein; and

     The Company has heretofore executed and delivered to The 
Chase Manhattan Bank (National Association), predecessor Trustee, 
38 Supplemental Indentures dated, respectively, as follows: 
Seventh, August 1, 1967, Eighth, November 1, 1970, Ninth, 
August 1, 1972, Tenth, November 1, 1973, Eleventh, August 15, 
1974, Twelfth, October 1, 1975, Thirteenth, June 1, 1976, 
Fourteenth, October 1, 1978, Fifteenth, September 1, 1979, 
Sixteenth, September 1, 1980, Seventeenth, October 1, 1980, 
Eighteenth, April 1, 1981, Nineteenth, November 1, 1981, 
Twentieth, June 1, 1982, Twenty-first, September 1, 1982, Twenty-
second, April 1, 1983, Twenty-third, December 1, 1983, Twenty-
fourth, April 1, 1984, Twenty-fifth, October 15, 1984, Twenty-
sixth, October 15, 1984, Twenty-seventh, August 1, 1985, Twenty-
eighth, August 1, 1985, Twenty-ninth, December 1, 1985, Thirtieth, 
March 1, 1986, Thirty-first, October 15, 1987, Thirty-second, 
September 15, 1988, Thirty-third, June 15, 1989, Thirty-fourth, 
October 15, 1989, Thirty-fifth, May 15, 1990, Thirty-sixth, 
March 1, 1991, Thirty-seventh, May 1, 1992, Thirty-eighth, 
August 1, 1992, Thirty-ninth, October 1, 1992, Fortieth, 
January 1, 1993, Forty-first, September 15, 1994, Forty-second, 
May 1, 1995, Forty-third, June 1, 1995, Forty-fourth, August 15, 
1995 and Forty-fifth, August 15, 1995, supplementing the Original 
Indenture; and

     The Chase Manhattan Bank (National Association), Successor 
Trustee, was merged on July 1, 1996, with and into Chemical Bank, 
a New York banking corporation, which changed its name to The 
Chase Manhattan Bank, and which became the Trustee under the 
Original Indenture by virtue of such merger; and

     The Company has heretofore executed and delivered to The 
Chase Manhattan Bank, Trustee, a Forty-sixth Supplemental 
Indenture dated June 15, 1997, supplementing the Original 
Indenture, and is executing and delivering to The Chase Manhattan 
Bank, Trustee, this Forty-seventh Supplemental Indenture, dated 
August 1, 1997, supplementing the Original Indenture (The Original 
Indenture, all the aforementioned Supplemental Indentures, this 
Forty-seventh Supplemental Indenture and any other indentures 
supplemental to the Original Indenture are herein collectively 
called the "Indenture" and this Forty-seventh Supplemental 
Indenture is hereinafter called "this Supplemental Indenture"); 
and

     Pursuant to the provisions of the Indenture, the Company has 
issued 55 series of bonds in the aggregate principal amount of 
$2,472,400,000, of which 30 series (including the Bonds of the 
1977 Series issued pursuant to the Original Indenture) in the 
aggregate principal amount of $1,177,200,000 are no longer 
outstanding and of which additional portions, aggregating 
$95,775,000 in principal amount, of 5 other series have been 
retired; and

     The Company covenanted in and by the Original Indenture to 
execute and deliver such further instruments and do such further 
acts as may be necessary or proper to carry out more effectually 
the purposes of the Original Indenture and to make subject to the 
lien thereof property acquired after the execution and delivery of 
the Original Indenture; and

     Under Article 3 of the Original Indenture, the Company is 
authorized to issue additional bonds upon the terms and conditions 
expressed in the Original Indenture; and

     The Company proposes to create one new series of First 
Mortgage Bonds to be designated as First Mortgage Bonds, 6.10% 
Series due 2027 (hereinafter called the "Bonds of this Series"), 
such series with the denominations, rate of interest, date of 
maturity, redemption provisions and other provisions and 
agreements in respect thereof as in this Supplemental Indenture 
set forth; and

     The Bonds of this Series are to be issued by the Company to 
the Ohio Air Quality Development Authority (hereinafter called the 
"Air Authority"), and registered initially in the name of The 
Fifth Third Bank, Cincinnati, Ohio, Trustee (hereinafter called 
the "Air Bond Trustee") for the account of the Air Authority, to 
evidence and secure the obligations of the Company to repay a loan 
(hereinafter called the "Air Loan") made by the Air Authority to 
the Company pursuant to a certain loan agreement, dated as of 
August 1, 1997, between the Air Authority and the Company 
(hereinafter called the "Air Authority Loan Agreement") to assist 
the Company in refunding certain bonds which had been previously 
issued by the Air Authority, the proceeds of which had been loaned 
to the Company to assist in financing its portion of the cost of 
the acquisition, construction and installation of certain air 
pollution control facilities located at the Perry Nuclear Unit 
No. 1 in Lake County, Ohio. The Air Loan is to be funded with 
proceeds to be derived from the sale by the Air Authority of one 
series of State of Ohio Collateralized Pollution Control Revenue 
Refunding Bonds, Series 1997-A (The Toledo Edison Company Project) 
(hereinafter called the "Air Bonds") in the aggregate principal 
amount of $10,100,000, to be issued under a Trust Indenture, dated 
as of August 1, 1997 (hereinafter called the "Air Bond 
Indenture"), between the Air Bond Trustee and the Air Authority. 
All right, title and interest of the Air Authority in the Bonds of 
this Series are to be assigned and pledged by the Air Authority to 
the Air Bond Trustee as further security for the payment of the 
principal of, premium, if any, and interest on the Air Bonds; and

     The Company, by appropriate corporate action, has duly 
resolved and determined to execute this Supplemental Indenture for 
the purpose of providing for the creation of the Bonds of this 
Series and of specifying the form, provisions and particulars 
thereof as in said Original Indenture, as amended, provided or 
permitted, including the issuance only of fully registered Bonds 
of this Series, and of giving to the Bonds of this Series the 
protection and security of the Indenture; and

     The text of the Bonds of this Series is to be substantially 
in the form following:

                          [Form of Bond of This Series]

                             The Toledo Edison Company
                   First Mortgage Bond, 6.10% Series Due 2027
                                Due August 1, 2027

No.                                                       $

     The Toledo Edison Company, an Ohio corporation (hereinafter 
called the Company) for value received, hereby promises to pay to 
       or registered assigns, the principal sum of  Dollars or the 
aggregate unpaid principal amount hereof (as shown on the 
Schedule of Payments hereon), whichever is less, on August 1, 
2027, at its office or agency in the Borough of Manhattan, The 
City of New York, or, so long as the registered owner of this Bond 
is the Air Bond Trustee (hereinafter defined), at the agency of 
the Company in the City of Cincinnati, State of Ohio, and semi-
annually on the first day of August and the first day of 
February in each year, commencing February 1, 1998 (each such date 
hereinafter called an interest payment date), to pay interest on 
the unpaid principal amount hereof to the registered owner hereof 
at said office or agencies at the rate per annum specified in the 
title of this Bond, until maturity, or, if this Bond shall be duly 
called for redemption, until the redemption date, or, if the 
Company shall default in the payment of the principal amount of 
this Bond, until the Company's obligation with respect to the 
payment of such principal shall be discharged as provided in the 
Indenture (hereinafter defined). Except as hereinafter provided, 
this Bond shall bear interest from the interest payment date next 
preceding the date of this Bond to which interest has been paid, 
unless this Bond is dated on an interest payment date, in which 
case from the date hereof; or unless this Bond is dated prior to 
the first interest payment date in respect hereof, in which case 
from August 1, 1997, and except that if this Bond is delivered on 
a transfer or exchange of or in substitution for another Bond or 
Bonds it shall bear interest from the last preceding date to which 
interest shall have been paid on the Bond or Bonds in respect of 
which this Bond is delivered (except that if this Bond is dated 
between the record date (hereinafter defined) for any interest 
payment date and such interest payment date, then from such 
interest payment date, provided, however, that if the Company 
shall default in payment of the interest due on such interest 
payment date, then from the next preceding interest payment date 
to which interest has been paid on the Bond of this Series, or if 
such interest payment date is the first interest payment date for 
Bonds of this Series, then from August 1, 1997). The interest so 
payable on any interest payment date will, subject to certain 
exceptions provided in the Indenture, be paid to the person in 
whose name this Bond is registered at the close of business on the 
record date, which shall be the "Regular Record Date" as defined 
in the Air Bond Indenture (hereinafter defined), applicable to the 
regular interest payment date of any Bond of this Series, if it 
were an "Interest Payment Date" as defined in the Air Bond 
Indenture. Both the principal of and the interest on this Bond 
shall be payable in any coin or currency of the United States of 
America which at the time of payment shall be legal tender for the 
payment of public and private debts.

     This Bond is one of the Bonds of the Company, known as its 
First Mortgage Bonds, issued and to be issued in one or more 
series under and equally and ratably secured (except as any 
sinking, amortization, improvement or other fund, established in 
accordance with the provisions of the Indenture, may afford 
additional security for the Bonds of any particular series) by a 
certain Indenture of Mortgage and Deed of Trust, dated as of 
April 1, 1947 (hereinafter called the Original Indenture), made by 
the Company to The Chase National Bank of the City of New York, 
now succeeded by The Chase Manhattan Bank, as Trustee (hereinafter 
called the Trustee), and by certain indentures supplemental 
thereto, including the Forty-seventh Supplemental Indenture dated 
as of August 1, 1997 (the Original Indenture and said indentures 
supplemental thereto herein collectively called the Indenture and 
said Forty-seventh Supplemental Indenture hereinafter called the 
Supplemental Indenture), to which Indenture reference is hereby 
made for a description of the property mortgaged, the nature and 
extent of the security, the rights and limitations of rights of 
the Company, the Trustee and the holders of said Bonds and of the 
coupons appurtenant to coupon Bonds under the Indenture and the 
terms and conditions upon which said Bonds are and are to be 
issued and secured, to all of the provisions of which Indenture 
and of all such supplemental indentures in respect of such 
security, including the provisions of the Indenture permitting the 
issue of Bonds of any series for property which, under the 
restrictions and limitations therein specified, may be subject to 
liens prior to the lien of the Indenture, the holder, by accepting 
this Bond, assents. To the extent permitted by and as provided in 
the Indenture, the rights and obligations of the Company and of 
the holders of said Bonds and coupons (including those pertaining 
to any sinking or other fund) may be changed and modified, with 
the consent of the Company, by the holders of at least 75% in 
aggregate principal amount of the Bonds then outstanding, such 
percentage being determined as provided in the Indenture; 
provided, however, that in case such changes and modifications 
affect one or more but less than all series of Bonds then 
outstanding, they shall be required to be adopted only by the 
affirmative vote of the holders of at least 75% in aggregate 
principal amount of outstanding Bonds of such one or more series 
so affected; and further provided, that without the consent of the 
holder hereof no such change or modification shall be made which 
will extend the time of payment of the principal of, or of the 
interest or premium, if any, on this Bond or reduce the principal 
amount hereof or the rate of interest or the premium, if any, 
hereon, or affect any other modification of the terms of payment 
of such principal or interest, or premium, if any, or will permit 
the creation of any lien ranking prior to or on a parity with the 
lien of the Indenture on any of the mortgaged property, or will 
deprive the holder hereof of the benefit of a lien upon the 
mortgaged property for the security of this Bond, or will reduce 
the percentage of Bonds required for the adoption of changes or 
modifications as aforesaid.

     This Bond is one of a series of Bonds designated as First 
Mortgage Bonds, 6.10% Series due 2027, of the Company (herein 
called Bonds of this Series) limited, except as otherwise provided 
in the Indenture, in aggregate principal amount to $10,100,000 and 
issued under and secured by the Supplemental Indenture. The Bonds 
of this Series have been issued by the Company to the Ohio Air 
Quality Development Authority (hereinafter called the Air 
Authority) to evidence and secure the obligations of the Company 
to repay a loan (herein called the Air Authority Loan) made by the 
Air Authority to the Company pursuant to a certain loan agreement, 
dated as of August 1, 1997 (herein called the Air Authority Loan 
Agreement), between the Air Authority and the Company to assist 
the Company in refunding certain bonds which had been previously 
issued by the Air Authority, the proceeds of which had been loaned 
to the Company to assist in financing its portion of the cost of 
the acquisition, construction and installation of certain air 
pollution control facilities. The Air Authority Loan has been 
funded with proceeds derived from the sale by the Air Authority of 
one series of State of Ohio Collateralized Pollution Control 
Revenue Refunding Bonds, Series 1997-A (The Toledo Edison Company 
Project) (herein called the Air Bonds) in the aggregate principal 
amount of $10,100,000, issued under a Trust Indenture, dated as of 
August 1, 1997 (herein called the Air Bond Indenture), between The 
Fifth Third Bank, Cincinnati, Ohio, as trustee (herein called the 
Air Bond Trustee) and the Air Authority. All right, title and 
interest of the Air Authority in the Bonds of this Series have 
been assigned by the Air Authority to the Air Bond Trustee as 
security for the payment of the principal of and premium, if any, 
and interest on the Air Bonds; and the Bonds of this Series have 
been delivered to the Air Bond Trustee, as trustee, for the 
benefit of the holders of the Air Bonds.

     In the event any Air Bonds shall be surrendered to the Air 
Bond Trustee or other person for cancellation pursuant to the Air 
Bond Indenture (except upon exchange for other Air Bonds), Bonds 
of this Series equal in principal amount to such Air Bonds shall 
be deemed to have been paid, but only when and to the extent 
(a) so noted on the Schedule of Payments hereon by one of the 
agencies of the Company hereinabove specified and (if such agency 
is not the Trustee) written notice by such agency of such notation 
has been received by the Trustee or (b) such Bond is surrendered 
to and cancelled by the Trustee as provided in the next paragraph; 
and in the event and to the extent the principal of (or premium, 
if any) or interest on any Air Bonds shall be paid or deemed to be 
paid, an equal amount of principal (or premium, if any) or 
interest, as the case may be, payable with respect to an aggregate 
principal amount of Bonds of this Series equal to the aggregate 
principal amount of such Air Bonds shall be deemed to have been 
paid, but, in the case of such payment of principal, only when and 
to the extent (i) so noted on the Schedule of Payments hereon by 
one of the agencies of the Company hereinabove specified and (if 
such agency is not the Trustee) written notice by such agency of 
such notation has been received by the Trustee or (ii) this Bond 
is surrendered to and cancelled by the Trustee as provided in the 
next paragraph. When any such payment of principal of this Bond is 
made, this Bond shall be surrendered by the registered owner 
hereof to an agency of the Company for such notation and 
notification or to the Trustee for cancellation.

     In the event that this Bond shall be deemed to have been paid 
in full, this Bond shall be surrendered to the Trustee for 
cancellation. In the event that this Bond shall be deemed to have 
been paid in part, this Bond may, at the option of the registered 
owner, be surrendered to the Trustee for cancellation, in which 
event the Trustee shall cancel this Bond and the Company shall 
execute and the Trustee shall authenticate and deliver Bonds of 
this Series in authorized denominations in aggregate principal 
amount equal to the unpaid balance of the principal amount of this 
Bond.

     The Bonds of this Series are subject to mandatory redemption 
by the Company prior to maturity, upon not less than thirty days 
prior notice, in whole or in part at any time, all as more fully 
provided in Section 1 of Article II of the Supplemental Indenture, 
in the event the Company exercises its option to direct the 
redemption of Air Bonds, pursuant to Section 6.2 of the Air 
Authority Loan Agreement, and an equivalent principal amount of 
Air Bonds are being concurrently called for redemption, at a 
redemption price of 100% of the principal amount to be redeemed, 
plus accrued interest to the date fixed for redemption.

     The Bonds of this Series are also subject to mandatory 
redemption by the Company prior to maturity at any time (a) in 
whole upon notice of the occurrence of an event of default under 
the Air Bond Indenture and of the acceleration of the payment of 
the principal of the Air Bonds or (b) in whole or in part upon a 
final determination by any federal, judicial or administrative 
authority that interest on the Air Bonds is includable for federal 
income tax purposes in the gross income of the holders of the Air 
Bonds (other than because a holder is a "substantial user" of the 
Project being financed pursuant to the Air Authority Loan 
Agreement or a "related person" thereof, as those terms are used 
in Section 147(a) of the Internal Revenue Code of 1986, as 
amended) and an equivalent amount of Air Bonds are being 
concurrently called for redemption, in each case as provided in 
Section 2 of Article II of the Supplemental Indenture, at a 
redemption price of 100% of the principal amount to be redeemed, 
plus accrued interest to the date fixed for redemption.

     The Bonds of this Series are also subject to mandatory 
redemption by the Company prior to stated maturity, all as more 
fully provided in Section 1 of Article II of the Supplemental 
Indenture, in whole or in part, on any date on or after August 1, 
2007 in the event that and to the extent that the Company 
exercises its option to direct the redemption of Air Bonds, 
pursuant to Section 6.1 of the Air Authority Loan Agreement, and 
an equivalent principal amount of Air Bonds are being concurrently 
called for redemption, at redemption prices, plus accrued and 
unpaid interest, if any, to the redemption date as follows:

                                             Redemption Price
                                       (Expressed as a Percentage
                                                 of the
          Redemption Periods                 Principal Amount
          (dates inclusive)                   Being Redeemed)
          ------------------            -------------------------

  August 1, 2007 through July 31, 2008             102%
  August 1, 2008 through July 31, 2009             101%
  August 1, 2009 and thereafter                    100%

     Any redemption of the Bonds of this Series shall be made in 
accordance with the applicable provisions of Sections 5.02, 5.03, 
5.04 and 5.05 of the Original Indenture, unless and to the extent 
waived in writing by the registered owner or owners of all Bonds 
of this Series and such waiver is filed with the Trustee.

     If this Bond shall be called for redemption and payment of 
the redemption price shall be duly provided by the Company as 
specified in the Indenture, interest shall cease to accrue hereof 
from and after the date of redemption fixed in the notice thereof.

     The principal of this Bond may be declared or may become due 
before the maturity hereof, on the conditions, in the manner and 
at the times set forth in the Indenture, upon the happening of a 
default as therein described.

     This Bond is transferable by the registered owner hereof in 
person or by his duly authorized attorney at the office or agency 
of the Company in the Borough of Manhattan, The City of New York, 
upon surrender and cancellation of this Bond, and thereupon a new 
fully registered Bond or Bonds of this Series and maturity, for 
the same aggregate principal amount, in authorized denominations, 
will be issued to the transferee in exchange therefor, as provided 
in the Indenture. The Company and the Trustee and any paying agent 
may deem and treat the person in whose name this Bond is 
registered as the absolute owner hereof for the purpose or 
receiving payment and for all other purposes. This Bond, alone or 
with other Bonds of this Series and maturity, may in like manner 
be exchanged at such office or agency for one or more new fully 
registered Bonds of this Series and maturity, in authorized 
denominations, of the same aggregate principal amount. Upon each 
such transfer, exchange and re-exchange the Company will not 
require the payment of any charges, other than for any tax or 
other governmental charge required to be paid by the Company in 
connection therewith.

     No recourse under or upon any covenant or obligation of the 
Indenture, or of any indenture supplemental thereto, or of this 
Bond, for the payment of the principal of or the interest on this 
Bond, or for any claim based thereon, or otherwise in any manner 
in respect thereof, shall be had against any incorporator, 
subscriber to the capital stock, stockholder, officer or director, 
as such, of the Company, whether former, present or future, either 
directly, or indirectly through the Company or any predecessor or 
successor corporation or the Trustee, by the enforcement of any 
subscription to capital stock, assessment or otherwise, or by any 
legal or equitable proceeding by virtue of any constitution, 
statute or otherwise (including, without limiting the generality 
of the foregoing, any proceeding to enforce any claimed liability 
of stockholders of the Company based upon any theory of 
disregarding the corporate entity of the Company or upon any 
theory that the Company was acting as the agent or instrumentality 
of the stockholders), any and all such liability of incorporators, 
stockholders, subscribers, officers and directors, as such, being 
released by the holder hereof, by the acceptance of this Bond, and 
being likewise waived and released by the terms of the Indenture.

     This Bond shall not be valid or become obligatory for any 
purpose until the certificate of authentication endorsed hereon 
shall have been signed by The Chase Manhattan Bank or its 
successor, as Trustee under the Indenture.

     In Witness Whereof, The Toledo Edison Company has caused this 
Bond to be signed in its name by its President or a Vice 
President, manually or in facsimile, and its corporate seal to be 
impressed or imprinted hereon and attested by a manual or 
facsimile signature of its Secretary or an Assistant.

Dated:

                          The Toledo Edison Company

                     By
                         ----------------------------------
                         President
  
Attest:

----------------------
    Secretary

                   [Form of Trustee's Certificate of 
Authentication]

     This Bond is one of the Bonds of the series designated and 
described in the within-mentioned Indenture and Supplemental 
Indenture.

                             The Chase Manhattan Bank, as Trustee

                       By
                          ------------------------------
                                       Authorized Officer

                    [Form of Schedule of Payments]

                             Schedule of Payments

                                        Agency of
                                           the
               Unpaid                    Company
    Principal Principal Premium Interest  Making Authorized
Date Payment   Amount   Payment Payment  Notation  Officer  Title
---- -------   ------   ------- -------  --------  -------  -----



                       [End of Form of Bond of This Series]

     All conditions and requirements necessary to make this 
Supplemental Indenture a valid, legal and binding instrument in 
accordance with its terms and to make the Bonds of this Series, 
when duly executed by the Company and authenticated and delivered 
by the Trustee, and duly issued, the valid, binding and legal 
obligations of the Company, have been done and performed, and the 
execution and delivery of this Supplemental Indenture have been in 
all respects duly authorized;

     Now, Therefore, This Supplemental Indenture Witnesseth: That 
The Toledo Edison Company, the Company herein named, in 
consideration of the premises and of One Dollar ($1.00) to it duly 
paid by the Trustee at or before the ensealing and delivery of 
these presents, the receipt whereof is hereby acknowledged, does 
hereby covenant and agree to and with the Trustee and its 
successors in the trust under the Indenture, for the benefit of 
those who shall hold the bonds to be issued hereunder and 
thereunder, as hereinafter provided, as follows:

                           ARTICLE I

                  Creation and Description of Bonds of This Series

     Section 1.  A new series of bonds to be issued under and 
secured by the Indenture is hereby created, to be designated as 
First Mortgage Bonds, 6.10% Series due 2027 (such bonds herein 
referred to as the "Bonds of this Series"). The Bonds of this 
Series shall be limited to an aggregate principal amount of 
$10,100,000, excluding any Bonds of this Series which may be 
authenticated in exchange for or in lieu of or in substitution for 
or on transfer of other Bonds of this Series pursuant to any 
provisions of the Original Indenture or of this Supplemental 
Indenture. The Bonds of this Series shall be substantially in the 
form hereinbefore recited.

     Section 2.  All Bonds of this Series shall mature August 1, 
2027 and shall bear interest from August 1, 1997 at the rate of 
6.10% per annum payable semi-annually on August 1 and February 1 
in each year, commencing February 1, 1998.

     Section 3.  Both principal and interest shall be payable, so 
long as the registered owner of the Bonds of this Series is the 
Air Bond Trustee, at the agency of the Company in the City of 
Cincinnati, State of Ohio, but if and when the registered owner of 
the Bonds of this Series is not the Air Bond Trustee, shall be 
payable at the office or agency of the Company in the Borough of 
Manhattan, The City of New York; and both principal and interest 
shall be payable in any coin or currency of the United States of 
America which at the time of payment shall be legal tender for the 
payment of public and private debts.

     Section 4.  The Bonds of this Series shall be issued only as 
fully registered Bonds in denominations of $5,000 and any integral 
multiple thereof.

     Section 5.  Bonds of this Series shall be transferable and 
exchangeable for other Bonds of the same series at the office or 
agency of the Company in the Borough of Manhattan, The City of New 
York, in the manner and upon the terms set forth in Section 2.05 
of the Original Indenture, but notwithstanding the provisions of 
Section 2.08 of the Original Indenture, no charge shall be made 
upon any transfer or exchange of Bonds of said series other than 
for any tax or taxes or other governmental charge required to be 
paid by the Company.

     Section 6.  The person in whose name any Bond of this Series 
is registered at the close of business on any record date (as 
defined in the text of the Form of Bond of this Series set forth 
in this Supplemental Indenture) with respect to any interest 
payment date shall be entitled to receive the interest payable on 
such interest payment date notwithstanding the cancellation of 
such registered Bond upon any transfer or exchange thereof 
subsequent to the record date and prior to such interest payment 
date, except if and to the extent the Company shall default in the 
payment of the interest due on such interest payment date, in 
which case such defaulted interest shall be paid to the person in 
whose name such Bond (or any Bond or Bonds issued, directly or 
after intermediate transactions, upon transfer or exchange or in 
substitution thereof) is registered on the date of payment of such 
defaulted interest or on a subsequent record date for such payment 
if one shall have been established as hereinafter provided. A 
subsequent record date may be established by the Company by notice 
mailed to the holders of Bonds of this Series not less than 
10 days preceding such record date, which record date shall be not 
more than 15 days prior to the subsequent interest payment date.

     Section 7.  Except as provided in this Article I, every Bond 
of this Series shall be dated and shall bear interest as provided 
in Section 2.04 of the Original Indenture; provided, however, 
that, so long as there is no existing default in the payment of 
interest on said Bonds, the holder of any Bond of this Series 
authenticated by the Trustee between the record date for any 
interest payment date and such interest payment date shall not be 
entitled to the payment of the interest due on such interest 
payment date and shall have no claim against the Company with 
respect thereto; provided, further, that, if and to the extent the 
Company shall default in the payment of the interest due on such 
interest payment date, then any such Bond shall bear interest from 
the interest payment date next preceding the date of such Bond to 
which interest has been paid or, if the Company shall be in 
default with respect to the interest due on the first interest 
payment date of such Bond, then from August 1, 1997.

     Section 8.  The Bonds of this Series may be executed by the 
Company and delivered to the Trustee and, upon compliance with all 
applicable provisions and requirements of the Original Indenture 
in respect thereof, shall be authenticated by the Trustee and 
delivered (without awaiting the filing or recording of this 
Supplemental Indenture) in accordance with the written order or 
orders of the Company.

                           ARTICLE II

               Redemption of Bonds of This Series

     Section 1.  The Bonds of this Series shall, in the manner 
provided in Article 5 of the Original Indenture, be subject to 
mandatory redemption by the Company prior to maturity, as follows:

       (a) In the event the Company exercises its option to direct 
the redemption of Air Bonds upon the occurrence of any of the 
events described in Section 6.2 of the Air Authority Loan 
Agreement, in whole or in part, in each case at a redemption price 
of 100% of the principal amount, plus accrued interest to the date 
fixed for redemption; or

       (b) In whole or in part on any date on or after August 1, 
2007, in the event that and to the extent that the Company 
exercises its option to direct the redemption of Air Bonds 
pursuant to Section 6.1 of the Air Authority Loan Agreement, at 
redemption prices equal to the following percentages of the 
principal amount to be redeemed, plus accrued interest to the date 
fixed for redemption:

                                          Redemption Price
                                     (Expressed as a Percentage
                                               of the
       Redemption Periods                 Principal Amount
       (dates inclusive)                   Being Redeemed)
       ------------------             -------------------------

  August 1, 2007 through July 31, 2008          102%
  August 1, 2008 through July 31, 2009          101%
  August 1, 2009 and thereafter                 100%

     Any redemption under this Section 1 shall occur only upon 
receipt by the Trustee of a certificate of the Company to the 
effect that (i) the Company has given notice to the Air Bond 
Trustee that the Company is exercising its option to direct 
redemption of Air Bonds as provided in Section 6.1 or 6.2 of the 
Air Authority Loan Agreement and (ii) an equivalent principal 
amount of Air Bonds are currently being called for redemption. 
Such certificate shall specify the principal amount of the Bonds 
of this Series to be redeemed, shall have attached to it a copy of 
said notice to the Air Bond Trustee and shall specify the 
redemption date of such Bonds of this Series, which redemption 
date shall not be less than forty-five (45) days from the date of 
the Trustee's receipt of such certificate and shall be the same as 
the redemption date specified in the attached notice for the Air 
Bonds being concurrently redeemed.

     Section 2.  (a) The Bonds of this Series shall be subject to 
mandatory redemption by the Company in whole at any time prior to 
maturity if the Trustee shall receive a written demand from the 
Air Bond Trustee for redemption of all Bonds of this Series held 
by the Air Bond Trustee, stating that an "event of default" under 
the Air Bond Indenture has occurred and is continuing and that 
payment of the principal of the Air Bonds has been accelerated; 
provided, however, that the Bonds of this Series shall not be 
redeemed under this Section 2(a) in the event that prior to the 
date fixed for redemption: (i) the Trustee shall have received a 
certificate of the Air Bond Trustee (a) stating that there has 
been a waiver of such acceleration or (b) withdrawing said written 
demand, or (ii) if an event of default under Section 9.01 of 
Article 9 of the Original Indenture shall have occurred and be 
continuing, there has been an acceleration of the principal of the 
Bonds of this Series. Any such redemption shall be made not more 
than 45 days after receipt of the written demand at a redemption 
price of 100% of the principal amount to be redeemed, plus accrued 
interest to the date fixed for redemption.

     (b) The Bonds of this Series shall also be subject to special 
mandatory redemption by the Company in whole or in part at any 
time at a redemption price of 100% of the principal amount 
thereof, plus accrued interest to the date fixed for redemption, 
at the earliest practicable date selected by the Air Bond Trustee, 
after consultation with the Company, but in any event no later 
than 180 days following the Air Bond Trustee's notification of a 
Determination of Taxability (as defined in the Air Bond 
Indenture). Any special mandatory redemption hereunder shall be 
made upon receipt by the Trustee of a certificate of the Company 
to the effect that the Company is delivering monies to redeem 
Bonds of this Series in order to provide the Air Bond Trustee with 
the monies needed to redeem Air Bonds in accordance with 
Section 6.3 of the Air Authority Loan Agreement and 
Section 4.01(b) of the Air Bond Indenture. Such certificate shall 
specify the principal amount of Air Bonds to be redeemed and the 
redemption date of the Bonds of this Series, which date shall be 
the same as the redemption date for the Air Bonds being 
concurrently redeemed.

     Section 3.  The provisions of Sections 5.02, 5.03, 5.04 and 
5.05 of the Original Indenture shall be applicable to Bonds of 
this Series, provided that upon deposit with the Trustee of money 
to redeem Bonds of this Series, such money shall be immediately 
available for payment.

     Section 4.  The holder of each and every Bond of this 
Series issued hereunder hereby agrees to accept payment thereof 
prior to maturity on the terms and conditions provided for in this 
Article II.

                           ARTICLE III

                  Payment Deemed Made of Bonds of This Series

     Section 1.  In the event any Air Bonds shall be purchased by 
the Company and surrendered by it to the Air Bond Trustee for 
cancellation or shall be otherwise surrendered to the Air Bond 
Trustee for cancellation pursuant to the Air Bond Indenture 
(except upon exchange for other Air Bonds), Bonds of this Series 
equal in principal amount and maturity to the Air Bonds so 
surrendered shall be deemed to have been paid, but only when and 
to the extent that (a) such payment of the principal amount of 
such Bonds of this Series shall be noted by an agency of the 
Company on the Schedule of Payments on such Bonds of this Series 
and (if such agency is not the Trustee) written notice by such 
agency of such notation shall have been received by the Trustee or 
(b) such Bonds of this Series shall have been surrendered to and 
cancelled by the Trustee as provided in Section 3 of this 
Article III.

     Section 2.  In the event and to the extent the principal of 
or premium, if any, or interest on any Air Bonds shall be paid out 
of funds held by the Air Bond Trustee or out of any other funds or 
shall otherwise be deemed to be paid, an equal amount of principal 
of or premium, if any, or interest on, as the case may be, Bonds 
of this Series shall be deemed to have been paid, but in the case 
of such payments of principal on such Bonds of this Series, only 
when and to the extent that (a) such payment of the principal 
amount of such Bonds of this Series shall be noted by an agency of 
the Company on the Schedule of Payments on such Bonds of this 
Series and (if such agency is not the Trustee) written notice by 
such agency of such notation shall have been received by the 
Trustee or (b) such Bonds of this Series shall have been 
surrendered to and cancelled by the Trustee as provided in 
Section 3 of this Article III.

      Section 3.  When payment of any principal amount of a Bond 
of this Series shall be deemed to have been made as provided in 
Section 1 or 2 of this Article III, the registered owner thereof 
shall surrender such Bond to an agency of the Company for notation 
and notification or to the Trustee for cancellation as provided in 
said Section. All Bonds of this Series which shall be deemed to 
have been paid in full as provided in said Section 1 or 2 shall be 
surrendered to the Trustee for cancellation and the Trustee shall 
forthwith cancel the same. In the event that part of a Bond of 
this Series shall be deemed to have been paid as provided in said 
Section 1 or 2, the registered owner may, at its option, surrender 
such Bond to the Trustee for cancellation, in which event the 
Trustee shall cancel such Bond and the Company shall execute and 
the Trustee shall authenticate and deliver, without charge to the 
registered owner, Bonds of this Series in such authorized 
denominations as shall be specified by the registered owner in an 
aggregate principal amount equal to the unpaid balance of the 
principal amount of such surrendered Bond.

                         ARTICLE IV

                                The Trustee

     Section 1.  The Trustee accepts the trusts created by this 
Supplemental Indenture upon the terms and conditions in the 
Original Indenture and in this Supplemental Indenture set forth. 
The recitals in this Supplemental Indenture are made by the 
Company only and not by the Trustee. Each and every term and 
condition contained in Article 13 of the Original Indenture shall 
apply to this Supplemental Indenture with the same force and 
effect as if the same were herein set forth in full, with such 
omissions, variations and modifications thereof as may be 
appropriate to make the same conform to this Supplemental 
Indenture.

     Section 2.  The Company shall cause any agency of the 
Company, other than the Trustee, which it may appoint from time to 
time to act as such agency in respect of the Bonds of this Series, 
to execute and deliver to the Trustee an instrument in which such 
agency shall:

       (a)  Agree to keep and maintain, and furnish to the Trustee 
from time to time as reasonably requested by the Trustee, 
appropriate records of all transactions carried out by it as such 
agency and to furnish the Trustee such other information and 
reports as the Trustee may reasonably require;

       (b)  Certify that it is eligible for appointment as such 
agency and agree to notify the Trustee promptly if it shall cease 
to be so eligible; and

       (c)  Agree to indemnify the Trustee, in a manner 
satisfactory to the Trustee, against any loss, liability or 
expense incurred by, and defend any claim asserted against, the 
Trustee by reason of any act or failure to act as such agency, 
except for any liability resulting from any action taken by it at 
the specific direction of the Trustee;

provided, however, that the Company, in lieu of causing any such 
agency to furnish such an instrument, may make such other 
arrangements with the Trustee in respect of any such agency as 
shall be satisfactory to the Trustee.

     Section 3.  The Trustee shall advise the Company, promptly, 
in writing of the notation or receipt of written notice of 
notation on or cancellation of any Bond of this Series provided 
for in Articles I, II and III of this Supplemental Indenture.

                           ARTICLE V

                            Miscellaneous Provisions

     Section 1.  The Original Indenture, as heretofore 
supplemented, is in all respects ratified and confirmed, and the 
Original Indenture, this Supplemental Indenture and all other 
indentures supplemental to the Original Indenture shall be read, 
taken and construed as one and the same instrument. Neither the 
execution of this Supplemental Indenture nor anything herein 
contained shall be construed to impair the lien of the Indenture 
on any of the property subject thereto, and such lien shall remain 
in full force and effect as security for all bonds now outstanding 
or hereafter issued under the Indenture. All covenants and 
provisions of the Original Indenture, except as modified by this 
Supplemental Indenture and all other indentures supplemental to 
the Original Indenture, shall continue in full force and effect 
for the respective periods of time therein specified, and this 
Supplemental Indenture shall form part of the Indenture. All terms 
defined in Article 1 of the Original Indenture shall, for all 
purposes of this Supplemental Indenture, have the meanings in said 
Article 1 specified, except as modified by this Supplemental 
Indenture and all other indentures supplemental to the Original 
Indenture and unless the context otherwise requires.

     Section 2.  This Supplemental Indenture may be simultaneously 
executed in any number of counterparts, and all said counterparts 
executed and delivered, each as an original, shall constitute but 
one and the same instrument.

                         EXECUTION

     In Witness Whereof, The Toledo Edison Company has caused its 
corporate name to be hereunto affixed, this instrument to be 
signed by its President or a Vice President and its corporate seal 
to be hereunto affixed and attested by its Secretary or an 
Assistant Secretary for and in its behalf and The Chase Manhattan 
Bank, as Trustee, in evidence of its acceptance of the trust 
hereby created, has caused its corporate name to be hereunto 
affixed, this instrument to be signed by its President or a Vice 
President and its corporate seal to be hereunto affixed and 
attested by its Secretary, an Assistant Secretary or a Corporate 
Trust Officer, for and in its behalf, all as of the day and year 
first above written.

                                    The Toledo Edison Company

                             By: /s/ Gary R. Leidich
                                 ----------------------------
                             Gary R. Leidich, Vice President

Attest:

/s/ Janis T. Percio
---------------------------
Janis T. Percio, Secretary

Signed, sealed and acknowledged by The Toledo
Edison Company in the presence of:


/s/ T. Michele Lynch
---------------------------
T. Michele Lynch


/s/ Carol L. Hebach
---------------------------
Carol L. Hebach

    As witnesses

                                 The Chase Manhattan Bank, as 
Trustee

                          By: /s/ P.J. Gilkeson
                              ---------------------------
                              P.J. Gilkeson, Vice President

Attest:

/s/ R. Lorenzen
---------------------------------
R. Lorenzen, Senior Trust Officer

Signed, sealed and acknowledged by The Chase
Manhattan Bank in the presence of:

/s/ B. Skiba
-----------------
B. Skiba

/s/ James P. Freeman
-------------------------
James P. Freeman

    As witnesses


State of Ohio
                         SS:
County of Cuyahoga

     On this 20th day of August, 1997, before me personally 
appeared Gary R. Leidich and Janis T. Percio to me personally 
known, who being by me severally duly sworn, did say that they are 
a Vice President and the Secretary, respectively, of The Toledo 
Edison Company, that the seal affixed to the foregoing instrument 
is the corporate seal of said corporation and that said instrument 
was signed and sealed in behalf of said corporation by authority 
of its Board of Directors; and said officers severally 
acknowledged said instrument to be the free act and deed of said 
corporation.


                       /s/ Carol L. Hebach
                       --------------------------
                       Notary Public
                       Carol L. Hebach
                       Notary Public, State of Ohio
                       Recorded in Cuyahoga County
                       My Commission expires January 19, 2000



State of New York
                           SS:
County of New York


     On this 21st day of August, 1997, before me personally 
appeared P.J.Gilkeson and R. Lorenzen to me personally known, who 
being by me severally duly sworn, did say that they are a Vice 
President and a Senior Trust Officer, respectively, of The Chase 
Manhattan Bank, that the seal affixed to the foregoing instrument 
is the corporate seal of said corporation and that said instrument 
was signed and sealed in behalf of said corporation by authority 
of its Board of Directors; and said officers severally 
acknowledged said instrument to be the free act and deed of said 
corporation.


                            /s/ Emily Fayan
                            ------------------------------
                            Notary Public
                            Emily Fayan
                            Notary Public, State of New York
                            No. 24-4737006
                            Qualified in Kings County
                            Certificate Filed in New York County
                            Commission expires December 31, 1997



This Instrument Prepared By Paul N. Edwards, Attorney At Law.




















                               R-1

     This page contains information as to recording and filing 
which was not set forth in this Supplemental Indenture at the time 
of execution. This page is not a part of this Supplemental 
Indenture.

                   RECORDING AND FILING DATA

     This Supplemental Indenture was filed for record and recorded 
in the record of mortgages in the offices of the Recorders of the 
following Counties:

  County       Volume       Page            Filed for Record
  ------       ------       ----            ----------------

Ohio
  Belmont
  Defiance
  Erie
  Fulton
  Henry
  Lake
  Monroe
  Ottawa
  Paulding                                    August   , 1997
  Putnam
  Sandusky
  Seneca
  Williams
  Wood
Pennsylvania
  Beaver

            Microfiche
            ----------

  Lucas, Ohio                                 August , 1997

     An amendment to a previously filed financing statement and a 
counterpart of this Supplemental Indenture were filed in the 
office of the Secretary of the Commonwealth of Pennsylvania on 
August  , 1997 under original or amendment file number 07851362, 
microfilm number 24581784, to comply with the filing requirements 
of the Pennsylvania enactment of the Uniform Commercial Code.


     Pursuant to Section 6.18 of a certain Trust Indenture, dated 
as of August 1, 1997, between the Ohio Air Quality Development 
Authority and The Fifth Third Bank, as Trustee, and a Letter 
Agreement, dated August 26, 1997, from said Trustee to The Toledo 
Edison Company, a copy of which is on file with said Trustee, this 
Bond may not be sold, assigned, pledged or transferred except as 
required to effect an assignment by said Trustee to a successor 
trustee under said Trust Indenture.

                         The Toledo Edison Company
                First Mortgage Bond, 6.10% Series Due 2027
                     Due August 1, 2027
No. 1                                               $10,100,000

     The Toledo Edison Company, an Ohio corporation (hereinafter 
called the Company) for value received, hereby promises to pay to 
The Fifth Third Bank, as trustee under the Air Bond Indenture 
(hereinafter defined) or registered assigns, the principal sum of 
Ten Million, One Hundred Thousand Dollars or the aggregate unpaid 
principal amount hereof (as shown on the Schedule of Payments 
hereon), whichever is less, on August 1, 2027, at its office or 
agency in the Borough of Manhattan, The City of New York, or, so 
long as the registered owner of this Bond is the Air Bond Trustee 
(hereinafter defined), at the agency of the Company in the City of 
Cincinnati, State of Ohio, and semi-annually on the first day of 
August and the first day of February in each year, commencing 
February 1, 1998 (each such date hereinafter called an interest 
payment date), to pay interest on the unpaid principal amount 
hereof to the registered owner hereof at said office or agencies 
at the rate per annum specified in the title of this Bond, until 
maturity, or, if this Bond shall be duly called for redemption, 
until the redemption date, or, if the Company shall default in the 
payment of the principal amount of this Bond, until the Company's 
obligation with respect to the payment of such principal shall be 
discharged as provided in the Indenture (hereinafter defined). 
Except as hereinafter provided, this Bond shall bear interest from 
the interest payment date next preceding the date of this Bond to 
which interest has been paid, unless this Bond is dated on an 
interest payment date, in which case from the date hereof; or 
unless this Bond is dated prior to the first interest payment date 
in respect hereof, in which case from August 1, 1997, and except 
that if this Bond is delivered on a transfer or exchange of or in 
substitution for another Bond or Bonds it shall bear interest from 
the last preceding date to which interest shall have been paid on 
the Bond or Bonds in respect of which this Bond is delivered 
(except that if this Bond is dated between the record date 
(hereinafter defined) for any interest payment date and such 
interest payment date, then from such interest payment date, 
provided, however, that if the Company shall default in payment of 
the interest due on such interest payment date, then from the next 
preceding interest payment date to which interest has been paid on 
the Bond of this Series, or if such interest payment date is the 
first interest payment date for Bonds of this Series, then from 
August 1, 1997). The interest so payable on any interest payment 
date will, subject to certain exceptions provided in the 
Indenture, be paid to the person in whose name this Bond is 
registered at the close of business on the record date, which 
shall be the "Regular Record Date" as defined in the Air Bond 
Indenture (hereinafter defined), applicable to the regular 
interest payment date of any Bond of this Series, if it were an 
"Interest Payment Date" as defined in the Air Bond Indenture. Both 
the principal of and the interest on this Bond shall be payable in 
any coin or currency of the United States of America which at the 
time of payment shall be legal tender for the payment of public 
and private debts.

     This Bond is one of the Bonds of the Company, known as its 
First Mortgage Bonds, issued and to be issued in one or more 
series under and equally and ratably secured (except as any 
sinking, amortization, improvement or other fund, established in 
accordance with the provisions of the Indenture, may afford 
additional security for the Bonds of any particular series) by a 
certain Indenture of Mortgage and Deed of Trust, dated as of 
April 1, 1947 (hereinafter called the Original Indenture), made by 
the Company to The Chase National Bank of the City of New York, 
now succeeded by The Chase Manhattan Bank, as Trustee (hereinafter 
called the Trustee), and by certain indentures supplemental 
thereto, including the Forty-seventh Supplemental Indenture dated 
as of August 1, 1997 (the Original Indenture and said indentures 
supplemental thereto herein collectively called the Indenture and 
said Forty-seventh Supplemental Indenture hereinafter called the 
Supplemental Indenture), to which Indenture reference is hereby 
made for a description of the property mortgaged, the nature and 
extent of the security, the rights and limitations of rights of 
the Company, the Trustee and the holders of said Bonds and of the 
coupons appurtenant to coupon Bonds under the Indenture and the 
terms and conditions upon which said Bonds are and are to be 
issued and secured, to all of the provisions of which Indenture 
and of all such supplemental indentures in respect of such 
security, including the provisions of the Indenture permitting the 
issue of Bonds of any series for property which, under the 
restrictions and limitations therein specified, may be subject to 
liens prior to the lien of the Indenture, the holder, by accepting 
this Bond, assents. To the extent permitted by and as provided in 
the Indenture, the rights and obligations of the Company and of 
the holders of said Bonds and coupons (including those pertaining 
to any sinking or other fund) may be changed and modified, with 
the consent of the Company, by the holders of at least 75% in 
aggregate principal amount of the Bonds then outstanding, such 
percentage being determined as provided in the Indenture; 
provided, however, that in case such changes and modifications 
affect one or more but less than all series of Bonds then 
outstanding, they shall be required to be adopted only by the 
affirmative vote of the holders of at least 75% in aggregate 
principal amount of outstanding Bonds of such one or more series 
so affected; and further provided, that without the consent of the 
holder hereof no such change or modification shall be made which 
will extend the time of payment of the principal of, or of the 
interest or premium, if any, on this Bond or reduce the principal 
amount hereof or the rate of interest or the premium, if any, 
hereon, or affect any other modification of the terms of payment 
of such principal or interest, or premium, if any, or will permit 
the creation of any lien ranking prior to or on a parity with the 
lien of the Indenture on any of the mortgaged property, or will 
deprive the holder hereof of the benefit of a lien upon the 
mortgaged property for the security of this Bond, or will reduce 
the percentage of Bonds required for the adoption of changes or 
modifications as aforesaid.

     This Bond is one of a series of Bonds designated as First 
Mortgage Bonds, 6.10% Series due 2027, of the Company (herein 
called Bonds of this Series) limited, except as otherwise provided 
in the Indenture, in aggregate principal amount to $10,100,000 and 
issued under and secured by the Supplemental Indenture. The Bonds 
of this Series have been issued by the Company to the Ohio Air 
Quality Development Authority (hereinafter called the Air 
Authority) to evidence and secure the obligations of the Company 
to repay a loan (herein called the Air Authority Loan) made by the 
Air Authority to the Company pursuant to a certain loan agreement, 
dated as of August 1, 1997 (herein called the Air Authority Loan 
Agreement), between the Air Authority and the Company to assist 
the Company in refunding certain bonds which had been previously 
issued by the Air Authority, the proceeds of which had been loaned 
to the Company to assist in financing its portion of the cost of 
the acquisition, construction and installation of certain air 
pollution control facilities. The Air Authority Loan has been 
funded with proceeds derived from the sale by the Air Authority of 
one series of State of Ohio Collateralized Pollution Control 
Revenue Refunding Bonds, Series 1997-A (The Toledo Edison Company 
Project) (herein called the Air Bonds) in the aggregate principal 
amount of $10,100,000, issued under a Trust Indenture, dated as of 
August 1, 1997 (herein called the Air Bond Indenture), between The 
Fifth Third Bank, Cincinnati, Ohio, as trustee (herein called the 
Air Bond Trustee) and the Air Authority. All right, title and 
interest of the Air Authority in the Bonds of this Series have 
been assigned by the Air Authority to the Air Bond Trustee as 
security for the payment of the principal of and premium, if any, 
and interest on the Air Bonds; and the Bonds of this Series have 
been delivered to the Air Bond Trustee, as trustee, for the 
benefit of the holders of the Air Bonds.

     In the event any Air Bonds shall be surrendered to the Air 
Bond Trustee or other person for cancellation pursuant to the Air 
Bond Indenture (except upon exchange for other Air Bonds), Bonds 
of this Series equal in principal amount to such Air Bonds shall 
be deemed to have been paid, but only when and to the extent 
(a) so noted on the Schedule of Payments hereon by one of the 
agencies of the Company hereinabove specified and (if such agency 
is not the Trustee) written notice by such agency of such notation 
has been received by the Trustee or (b) such Bond is surrendered 
to and cancelled by the Trustee as provided in the next paragraph; 
and in the event and to the extent the principal of (or premium, 
if any) or interest on any Air Bonds shall be paid or deemed to be 
paid, an equal amount of principal (or premium, if any) or 
interest, as the case may be, payable with respect to an aggregate 
principal amount of Bonds of this Series equal to the aggregate 
principal amount of such Air Bonds shall be deemed to have been 
paid, but, in the case of such payment of principal, only when and 
to the extent (i) so noted on the Schedule of Payments hereon by 
one of the agencies of the Company hereinabove specified and (if 
such agency is not the Trustee) written notice by such agency of 
such notation has been received by the Trustee or (ii) this Bond 
is surrendered to and cancelled by the Trustee as provided in the 
next paragraph. When any such payment of principal of this Bond is 
made, this Bond shall be surrendered by the registered owner 
hereof to an agency of the Company for such notation and 
notification or to the Trustee for cancellation.

     In the event that this Bond shall be deemed to have been paid 
in full, this Bond shall be surrendered to the Trustee for 
cancellation. In the event that this Bond shall be deemed to have 
been paid in part, this Bond may, at the option of the registered 
owner, be surrendered to the Trustee for cancellation, in which 
event the Trustee shall cancel this Bond and the Company shall 
execute and the Trustee shall authenticate and deliver Bonds of 
this Series in authorized denominations in aggregate principal 
amount equal to the unpaid balance of the principal amount of this 
Bond.

     The Bonds of this Series are subject to mandatory redemption 
by the Company prior to maturity, upon not less than thirty days 
prior notice, in whole or in part at any time, all as more fully 
provided in Section 1 of Article II of the Supplemental Indenture, 
in the event the Company exercises its option to direct the 
redemption of Air Bonds, pursuant to Section 6.2 of the Air 
Authority Loan Agreement, and an equivalent principal amount of 
Air Bonds are being concurrently called for redemption, at a 
redemption price of 100% of the principal amount to be redeemed, 
plus accrued interest to the date fixed for redemption.

     The Bonds of this Series are also subject to mandatory 
redemption by the Company prior to maturity at any time (a) in 
whole upon notice of the occurrence of an event of default under 
the Air Bond Indenture and of the acceleration of the payment of 
the principal of the Air Bonds or (b) in whole or in part upon a 
final determination by any federal, judicial or administrative 
authority that interest on the Air Bonds is includable for federal 
income tax purposes in the gross income of the holders of the Air 
Bonds (other than because a holder is a "substantial user" of the 
Project being financed pursuant to the Air Authority Loan 
Agreement or a "related person" thereof, as those terms are used 
in Section 147(a) of the Internal Revenue Code of 1986, as 
amended) and an equivalent amount of Air Bonds are being 
concurrently called for redemption, in each case as provided in 
Section 2 of Article II of the Supplemental Indenture, at a 
redemption price of 100% of the principal amount to be redeemed, 
plus accrued interest to the date fixed for redemption.

     The Bonds of this Series are also subject to mandatory 
redemption by the Company prior to stated maturity, all as more 
fully provided in Section 1 of Article II of the Supplemental 
Indenture, in whole or in part, on any date on or after August 1, 
2007 in the event that and to the extent that the Company 
exercises its option to direct the redemption of Air Bonds, 
pursuant to Section 6.1 of the Air Authority Loan Agreement, and 
an equivalent principal amount of Air Bonds are being concurrently 
called for redemption, at redemption prices, plus accrued and 
unpaid interest, if any, to the redemption date as follows:

                                           Redemption Price
                                    (Expressed as a Percentage of
        Redemption Periods              the Principal Amount
        (dates inclusive)                  Being Redeemed
        ------------------          ----------------------------
  August 1, 2007 through July 31, 2008           102%
  August 1, 2008 through July 31, 2009           101%
  August 1, 2009 and thereafter                  100%

     Any redemption of the Bonds of this Series shall be made in 
accordance with the applicable provisions of Sections 5.02, 5.03, 
5.04 and 5.05 of the Original Indenture, unless and to the extent 
waived in writing by the registered owner or owners of all Bonds 
of this Series and such waiver is filed with the Trustee.

     If this Bond shall be called for redemption and payment of 
the redemption price shall be duly provided by the Company as 
specified in the Indenture, interest shall cease to accrue hereof 
from and after the date of redemption fixed in the notice thereof.

     The principal of this Bond may be declared or may become due 
before the maturity hereof, on the conditions, in the manner and 
at the times set forth in the Indenture, upon the happening of a 
default as therein described.

     This Bond is transferable by the registered owner hereof in 
person or by his duly authorized attorney at the office or agency 
of the Company in the Borough of Manhattan, The City of New York, 
upon surrender and cancellation of this Bond, and thereupon a new 
fully registered Bond or Bonds of this Series and maturity, for 
the same aggregate principal amount, in authorized denominations, 
will be issued to the transferee in exchange therefor, as provided 
in the Indenture. The Company and the Trustee and any paying agent 
may deem and treat the person in whose name this Bond is 
registered as the absolute owner hereof for the purpose or 
receiving payment and for all other purposes. This Bond, alone or 
with other Bonds of this Series and maturity, may in like manner 
be exchanged at such office or agency for one or more new fully 
registered Bonds of this Series and maturity, in authorized 
denominations, of the same aggregate principal amount. Upon each 
such transfer, exchange and re-exchange the Company will not 
require the payment of any charges, other than for any tax or 
other governmental charge required to be paid by the Company in 
connection therewith.

     No recourse under or upon any covenant or obligation of the 
Indenture, or of any indenture supplemental thereto, or of this 
Bond, for the payment of the principal of or the interest on this 
Bond, or for any claim based thereon, or otherwise in any manner 
in respect thereof, shall be had against any incorporator, 
subscriber to the capital stock, stockholder, officer or director, 
as such, of the Company, whether former, present or future, either 
directly, or indirectly through the Company or any predecessor or 
successor corporation or the Trustee, by the enforcement of any 
subscription to capital stock, assessment or otherwise, or by any 
legal or equitable proceeding by virtue of any constitution, 
statute or otherwise (including, without limiting the generality 
of the foregoing, any proceeding to enforce any claimed liability 
of stockholders of the Company based upon any theory of 
disregarding the corporate entity of the Company or upon any 
theory that the Company was acting as the agent or instrumentality 
of the stockholders), any and all such liability of incorporators, 
stockholders, subscribers, officers and directors, as such, being 
released by the holder hereof, by the acceptance of this Bond, and 
being likewise waived and released by the terms of the Indenture.

     This Bond shall not be valid or become obligatory for any 
purpose until the certificate of authentication endorsed hereon 
shall have been signed by The Chase Manhattan Bank or its 
successor, as Trustee under the Indenture.



     In Witness Whereof, The Toledo Edison Company has caused this 
Bond to be signed in its name by its President or a Vice 
President, manually or in facsimile, and its corporate seal to be 
impressed or imprinted hereon and attested by a manual or 
facsimile signature of its Secretary or an Assistant.

Dated:

                                      The Toledo Edison Company

                              By
                                 ---------------------------
                                  Vice President

Attest:


---------------------------
  Secretary

     This Bond is one of the Bonds of the series designated and 
described in the within-mentioned Indenture and Supplemental 
Indenture.

                                The Chase Manhattan Bank, as 
Trustee

                          By
                                    ------------------------------
---
                                         Authorized Officer

                            Schedule of Payments

                                        Agency of
                                           the
                          Unpaid         Company
     Principal Principal Premium Interest Making Authorized
Date  Payment   Amount   Payment Payment Notation  Officer  Title
----  -------   ------   ------- ------- --------  -------  -----













     Pursuant to Section 6.18 of a certain Trust Indenture, dated 
as of August 1, 1997, between the Ohio Air Quality Development 
Authority and The Fifth Third Bank, as Trustee, and a Letter 
Agreement, dated August 26, 1997, from said Trustee to The Toledo 
Edison Company, a copy of which is on file with said Trustee, this 
Bond may not be sold, assigned, pledged or transferred except as 
required to effect an assignment by said Trustee to a successor 
trustee under said Trust Indenture.

                         The Toledo Edison Company
                First Mortgage Bond, 6.10% Series Due 2027
                    Due August 1, 2027

No.                                                        $

     The Toledo Edison Company, an Ohio corporation (hereinafter 
called the Company) for value received, hereby promises to pay to 
 or registered assigns, the principal sum of  Dollars or the 
aggregate unpaid principal amount hereof (as shown on the Schedule 
of Payments hereon), whichever is less, on August 1, 2027, at its 
office or agency in the Borough of Manhattan, The City of New 
York, or, so long as the registered owner of this Bond is the Air 
Bond Trustee (hereinafter defined), at the agency of the Company 
in the City of Cincinnati, State of Ohio, and semi-annually on the 
first day of August and the first day of February in each year, 
commencing February 1, 1998 (each such date hereinafter called an 
interest payment date), to pay interest on the unpaid principal 
amount hereof to the registered owner hereof at said office or 
agencies at the rate per annum specified in the title of this 
Bond, until maturity, or, if this Bond shall be duly called for 
redemption, until the redemption date, or, if the Company shall 
default in the payment of the principal amount of this Bond, until 
the Company's obligation with respect to the payment of such 
principal shall be discharged as provided in the Indenture 
(hereinafter defined). Except as hereinafter provided, this Bond 
shall bear interest from the interest payment date next preceding 
the date of this Bond to which interest has been paid, unless this 
Bond is dated on an interest payment date, in which case from the 
date hereof; or unless this Bond is dated prior to the first 
interest payment date in respect hereof, in which case from 
August 1, 1997, and except that if this Bond is delivered on a 
transfer or exchange of or in substitution for another Bond or 
Bonds it shall bear interest from the last preceding date to which 
interest shall have been paid on the Bond or Bonds in respect of 
which this Bond is delivered (except that if this Bond is dated 
between the record date