----------------------------------------------------------------



                          OHIO EDISON COMPANY


                                with



                       THE BANK OF NEW YORK,
                                 As Trustee


                     _______________________

                  SEVENTIETH SUPPLEMENTAL INDENTURE


                  Providing among other things for
 
                          FIRST MORTGAGE BONDS

                    Pledge Series of 1998 due 2028


                            _________


                     Dated as of June 1, 1998

--------------------------------------------------------------















     SUPPLEMENTAL INDENTURE, dated as of June 1, 1998 between 
Ohio Edison Company, a corporation organized and existing under 
the laws of the State of Ohio (hereinafter called the 
"Company"), party of the first part, and The Bank of New York, a 
banking corporation organized and existing under the laws of the 
State of New York, as Trustee under the Indenture hereinafter 
referred to, party of the second part.

     WHEREAS, the Company has heretofore executed and delivered 
to Bankers trust company (hereinafter called the "Old Trustee"), 
as trustee, a certain Indenture, dated as of August 1, 1930, to 
secure an issue of bonds of the Company, issued and to be issued 
in series, from time to time, in the manner and subject to the 
conditions set forth in the said Indenture; and the said 
Indenture has been supplemented by sixty-nine supplemental 
indentures, which Indenture as so supplemented and to be hereby 
supplemented is hereinafter referred to as the "Indenture"; and 

     WHEREAS, The Bank of New York has succeeded the Old Trustee 
as trustee under the Indenture (hereinafter called the 
"Trustee") pursuant to Article XVI thereof; and

     WHEREAS, the Indenture provides for the issuance of bonds 
thereunder in one or more series, the form of each series of 
bonds and of the coupons to be attached to the coupon bonds, if 
any, to be substantially in the forms set forth therein with 
such insertions, omissions and variations as the Board of 
Directors of the Company may determine; and

     WHEREAS, the Company, by appropriate corporate action in 
conformity with the terms of the Indenture, has duly determined 
to create a new series of bonds under the Indenture, consisting 
of $13,521,974 in principal amount to be designated as "First 
Mortgage Bonds Pledge Series of 1998 due 2028" (hereinafter 
sometimes referred to as the "bonds of Second Pledge Series"), 
the bonds of which series are to bear interest from the Initial 
Interest Accrual Date (as defined in the form of bond 
hereinbelow set forth) at the rate of 5.375% per annum, are to 
mature June 1, 2028, and are to be substantially in the 
following form: 


                [Form of Bond of Second Pledge Series]

     This Bond is not transferable except to a successor trustee 
under the General Mortgage Indenture and Deed of Trust, dated as 
of January 1, 1998, between the Company and The Bank of New 
York, as Trustee, or in connection with the exercise of the 
rights and remedies of the holder hereof consequent upon a 
"default" as defined in the Mortgage referred to herein.

                      OHIO EDISON COMPANY

             First Mortgage Bond Pledge Series of 1998 due 2028

                       Due June 1, 2028

$                                                         No.

     Ohio Edison Company, a corporation of the State of Ohio 
(hereinafter called the Company), for value received, hereby 
promises to pay to                                     , or 
registered assigns,                    dollars at an office or 
agency of the Company in the Borough of Manhattan, The City of 
New York, N.Y. or in the City of Akron, Ohio, on June 1, 2028 in 
any coin or currency of the United States of America which at 
the time of payment is legal tender for public and private 
debts, and to pay at said offices or agencies to the registered 
owner hereof, in like coin or currency, interest thereon from 
the Initial Interest Accrual Date (hereinbelow defined) at the 
rate of five and three-eighths per centum per annum on each 
June 1 and December 1.  Payments of principal of and interest on 
this bond shall be made at an office or agency of the Company in 
the Borough of Manhattan, The City of New York, N.Y. or in the 
City of Akron, Ohio.

     Payment of principal of, or premium or interest on, the 
Company's Mortgage Bonds Guarantee Series A of  1998 (the 
"General Mortgage Bonds") issued under the Company's General 
Mortgage Indenture and Deed of Trust to The Bank of New York, as 
Trustee, dated as of January 1, 1998, shall, to the extent 
thereof, be deemed to satisfy and discharge the obligation of 
the Company, if any, to make a payment of principal, premium or 
interest, as the case may be, in respect of this bond which is 
then due.

     The provisions of this bond are continued on the reverse 
hereof and such continued provisions shall for all purposes have 
the same effect as though fully set forth at this place.

     This bond shall not become obligatory until The Bank of New 
York, the Trustee under the Mortgage referred to on the reverse 
hereof, or its successor thereunder, shall have authenticated 
the form of certificate endorsed hereon.

     In witness whereof, Ohio Edison Company has caused this 
bond to be signed in its name by its President or a Vice 
President, by his signature or a facsimile thereof, and its 
corporate seal to be printed hereon, attested by its Secretary 
or an Assistant Secretary, by his signature or a facsimile 
thereof.


     Dated:
                              Ohio Edison Company,
                              By:  
                                 ---------------------------
                                 Title:

Attest:
  
---------------------------
Title:


                 [Form of Trustee's Authentication Certificate]

                      Trustee's Authentication Certificate

     This bond is one of the bonds of the series designated 
therein, described in the within-mentioned Mortgage.

                                    The Bank of New York,
                                as Trustee,

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


                      [Form of Bond of Second Pledge Series]

                                   [Reverse]

                            OHIO EDISON COMPANY

                  First Mortgage Bond Pledge Series of 1998 due 
2028

     This bond is one of an issue of bonds of the Company, 
issuable in series, and is one of a series known as its First 
Mortgage Bonds of the series designated in its title, all issued 
and to be issued under and equally secured (except as to any 
sinking fund established in accordance with the provisions of 
the Mortgage hereinafter mentioned for the bonds of any 
particular series) by an Indenture, dated as of August 1, 1930, 
executed by the Company to The Bank of New York, as Trustee, as 
amended and supplemented by indentures supplemental thereto, to 
which Indenture as so amended and supplemented (herein referred 
to as the "Mortgage") reference is made for a description of the 
property mortgaged and pledged, the nature and extent of the 
security, the rights of the holders of the bonds in respect 
thereof and the terms and conditions upon which the bonds are 
secured.

     Bonds of this series are not redeemable prior to their 
maturity.

     As a sinking fund, to the extent that the General Mortgage 
Bonds are called for redemption, a like principal amount of 
bonds of this series shall become due and payable on the 
redemption date that such General Mortgage Bonds are to be 
redeemed, together with accrued interest to such date.

     The Initial Interest Accrual Date for the bonds of this 
series shall be the date that interest begins to accrue on the 
General Mortgage Bonds.

     As more fully described in the supplemental indenture 
establishing the terms and provisions of the bonds of this 
series, the Company reserves the right, without any consent or 
other action by holders of the bonds of this series, to amend 
the Mortgage to provide (a) that the Mortgage, the rights and 
obligations of the Company and the rights of the bondholders may 
be modified with the consent of the holders of not less than 60% 
in principal amount of the bonds adversely affected; provided, 
however, that no modification shall (1) extend the time, or 
reduce the amount, of any payment on any bond, without the 
consent of the holder of each bond so affected, (2) permit the 
creation of any lien, not otherwise permitted, prior to or on a 
parity with the lien of the Mortgage, without the consent of the 
holders of all bonds then outstanding, or (3) reduce the above 
percentage of the principal amount of bonds the holders of which 
are required to approve any such modification without the 
consent of the holders of all bonds then outstanding and 
(b) that (i) additional bonds may be issued against 70% of the 
value of the property which forms the basis for such issuance 
and (ii) the charge against property subject to a prior lien 
which is used to effectuate the release of property under the 
Mortgage be similarly based.

     The principal hereof may be declared or may become due on 
the conditions, in the manner and at the time set forth in the 
Mortgage, upon the occurrence of a completed default as in the 
Mortgage provided.

     No recourse shall be had for the payment of the principal 
of or interest on this bond against any incorporator or any 
past, present or future subscriber to the capital stock, 
stockholder, officer or director of the Company or of any 
predecessor or successor corporation, either directly or through 
the Company or a predecessor or successor corporation, under any 
rule of law, statute or constitution or by the enforcement of 
any assessment or otherwise, all such liability of 
incorporators, subscribers, stockholders, officers and directors 
being released by the registered owner hereof by the acceptance 
of this bond and being likewise waived and released by the terms 
of the Mortgage.

     The bonds of this series are issuable only as registered 
bonds without coupons in denominations of $1,000 and, if higher, 
in multiples of $1.00.  The Company and the Trustee may deem and 
treat the person in whose name this bond is registered as the 
absolute owner for the purpose of receiving payment of or on 
account of the principal and interest due hereon and for all 
other purposes.  Registered bonds of this series shall be 
exchangeable at said offices or agencies of the Company for 
registered bonds of other authorized denominations having the 
same aggregate principal amount, in the manner and upon the 
conditions prescribed in the Mortgage.  Notwithstanding any 
provision of the Mortgage, (a) neither the Company nor the 
Trustee shall be required to make transfers or exchanges of 
bonds of this series during the period between any interest 
payment date for such series and the record date next preceding 
such interest payment date, and (b) no charge shall be made upon 
any transfer or exchange of bonds of this series other than for 
any tax or taxes or other governmental charge required to be 
paid by the Company.  

            [END OF FORM OF BOND OF SECOND PLEDGE SERIES]

and

     Whereas, Section 115 of the Indenture provides that the 
Company and the Trustee may, from time to time and at any time, 
enter into such indentures supplemental thereto as shall be 
deemed necessary or desirable for one or more purposes, 
including, among others, to describe and set forth the 
particular terms and the form of additional series of bonds to 
be issued under the Indenture, to add other limitations on the 
issue of bonds, withdrawal of cash or release of property, to 
add to the covenants and agreements of the Company for the 
protection of the holders of the bonds and of the mortgaged and 
pledged property, to supplement defective or inconsistent 
provisions contained in the Indenture, and for any other purpose 
not inconsistent with the terms of the Indenture; and

     Whereas, all things necessary to make the bonds of Second 
Pledge Series when authenticated by the Trustee and issued as in 
the Indenture provided, the valid, binding and legal obligations 
of the Company, entitled in all respects to the security of the 
Indenture, have been done and performed, and the creation, 
execution and delivery of this Supplemental Indenture have in 
all respects been duly authorized; and 

     Whereas, the Company and Trustee deem it advisable to enter 
into this Supplemental Indenture for the purposes of describing 
the bonds of Second Pledge Series and of establishing the terms 
and provisions thereof, confirming the mortgaging under the 
Indenture of additional property for the equal and proportionate 
benefit and security of the holders of all bonds at any time 
issued thereunder, amplifying the description of the property 
mortgaged, adding other limitations to the Indenture on the 
issue of bonds, withdrawal of cash or release of property, and 
adding to the covenants and agreements of the Company for the 
protection of the holders of bonds and of mortgaged and pledged 
property;

     Now, therefore, this supplemental indenture witnessth:  
That Ohio Edison Company, in consideration of the premises and 
of one dollar to it duly paid by the Trustee at or before the 
ensealing and delivery of these presents, the receipt whereof is 
hereby acknowledged, and of the purchase and acceptance of the 
bonds issued or to be issued hereunder by the holders thereof, 
and in order to secure the payment both of the principal and 
interest of all bonds at any time issued and outstanding under 
the Indenture, according to their tenor and effect, and the 
performance of all the provisions of the Indenture and of said 
bonds, hath granted, bargained, sold, released, conveyed, 
assigned, transferred, pledged, set over and confirmed and by 
these presents doth grant, bargain, sell, release, convey, 
assign, transfer, pledge, set over and confirm unto The Bank of 
New York, as Trustee, and to its successor or successors in said 
trust, and to its and their assigns forever, all the properties 
of the Company described in Schedule A (which is identified by 
the signature of an officer of each party hereto at the end 
thereof) hereto annexed and hereby made a part hereof;

     Together with all and singular the tenements, hereditaments 
and appurtenances belonging or in any wise appertaining to the 
aforesaid property or any part thereof, with the reversion and 
reversions, remainder and remainders and (subject to the 
provisions of Article XI of the Indenture) the tolls, rents, 
revenues, issues, earnings, income, product and profits thereof, 
and all the estate, right, title and interest and claim 
whatsoever, at law as well as in equity, which the Company now 
has or may hereafter acquire in and to the aforesaid property 
and franchises and every part and parcel thereof.

     The Company does hereby agree and does hereby confirm and 
reaffirm the agreement made by it in the Indenture, dated as of 
August 1, 1930, that all property, rights and franchises 
acquired by the Company after the date of the Indenture, dated 
as of August 1, 1930 (except any hereinafter expressly 
excepted), shall be as fully embraced within the lien of the 
Indenture as if such property had been owned by the Company on 
the date of the Indenture, dated as of August 1, 1930 and was 
specifically described therein and conveyed thereby and does 
hereby confirm that the Company will not cause or consent to a 
partition, whether voluntary or through legal proceedings, of 
property, whether herein described or heretofore or hereafter 
acquired, in which its ownership shall be as a tenant in common 
except as permitted by and in conformity with the provisions of 
the Indenture and particularly of Article XI thereof.

     Provided that the following are not and are not intended to 
be now or hereafter granted, bargained, sold, released, 
conveyed, assigned, transferred, mortgaged, pledged, set over or 
confirmed hereunder and are hereby expressly excepted from the 
lien and operation of the Indenture, viz.:  cash, shares of 
stock and obligations (including bonds, notes and other 
securities) not heretofore or hereafter specifically pledged, 
paid or deposited or delivered under the Indenture or covenanted 
so to be.

     To have and to hold all such properties, real, personal and 
mixed, mortgaged, pledged or conveyed by the Company as 
aforesaid, or intended so to be, unto the Trustee and its 
successors and assigns forever.

     In trust, nevertheless, upon the terms and trusts of the 
Indenture for those who shall hold the bonds and coupons issued 
and to be issued thereunder, or any of them, without preference, 
priority or distinction as to lien of any of said bonds and 
coupons over any others thereof by reason of priority in the 
time of the issue or negotiations thereof, or otherwise 
howsoever, subject, however, to the provisions in reference to 
extended, transferred or pledged coupons and claims for interest 
set forth in the Indenture (and subject to any sinking funds 
that may be hereafter created for the benefit of any particular 
series).

    Provided, however, and these presents are upon the condition 
that if the Company, its successors or assigns, shall pay or 
caused to be paid, the principal of and interest on said bonds, 
at the times and in the manner stipulated therein and herein, 
and shall keep, perform and observe all and singular the 
covenants and promises in said bonds and in the Indenture 
expressed to be kept, performed and observed by or on the part 
of the Company, then this Supplemental Indenture and the estate 
and rights hereby granted shall cease, determine and be void, 
otherwise to be and remain in full force and effect.

     It is hereby covenanted, declared and agreed, by the 
Company, that all such bonds and coupons are to be issued, 
authenticated and delivered, and that all property subject or to 
become subject hereto is to be held, subject to the further 
covenants, conditions, uses and trusts in the Indenture set 
forth, and the parties hereto mutually agree as follows:

     SECTION 1.   Bonds of Second Pledge Series shall mature on 
June 1, 2028, and shall be designated as the Company's "First 
Mortgage Bonds Pledge Series of 1998 due 2028."  The bonds of 
Second Pledge Series shall bear interest from the Initial 
Interest Accrual Date (as defined in the form of the bond 
hereinabove set forth) at the rate of five and three-eighths per 
centum per annum.  Principal or redemption price of and interest 
on the bonds of Second Pledge Series shall be payable in any 
coin or currency of the United States of America which at the 
time of payment is legal tender for public and private debts, at 
an office or agency of the Company in the Borough of Manhattan, 
The City of New York, N.Y. or in the City of Akron, Ohio.

     Definitive bonds of Second Pledge Series may be issued, 
originally or otherwise, only as registered bonds, substantially 
in the form of bond hereinbefore recited, and in the 
denominations of $1,000 and, if higher, in multiples of $1.00.  
Delivery of a bond of Second Pledge Series to the Trustee for 
authentication shall be conclusive evidence that its serial 
number has been duly approved by the Company.

     The bonds of Second Pledge Series shall not be redeemable 
prior to their maturity.

     As a sinking fund, to the extent that the General Mortgage 
Bonds (as defined in the form of bond hereinabove set forth) are 
called for redemption, a like principal amount of Second Pledge 
Series shall become due and payable on the redemption date that 
such General Mortgage Bonds are to be redeemed, together with 
accrued interest to such date. 

     SECTION 2.   Bonds of Second Pledge Series shall be deemed 
to be paid and no longer outstanding under the Indenture to the 
extent that General Mortgage Bonds (as defined in the form of 
bonds hereinabove set forth) to which they relate are paid or 
deemed to be paid and are no longer outstanding and the Trustee 
has been notified to such effect by the Company.

     SECTION 3.   Bonds of Second Pledge Series may be 
transferred by the registered owners thereof, in person or by 
attorney duly authorized, at an office or agency of the Company 
in the Borough of Manhattan, The City of New York, N.Y. or in 
the City of Akron, Ohio but only in the manner and upon the 
conditions prescribed in the Indenture and in the form of bond 
hereinbefore recited.  Bonds of Second Pledge Series shall be 
exchangeable for other registered bonds of the same series, in 
the manner and upon the conditions prescribed in the Indenture, 
and in the form of bond hereinbefore recited, upon the surrender 
of such bonds at said offices or agencies of the Company.  
However, notwithstanding the provisions of Section 14 or 15 of 
the 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 4.   The Company reserves the right, without any 
consent or other action by holders of the bonds of Second Pledge 
Series, or any subsequent series of bonds, to amend the 
Indenture by inserting the following language as Section 115A 
immediately following current Section 115 of the Indenture.

          With the consent of the holders of not less than sixty 
per centum (60%) in principal amount of the bonds at the time 
outstanding or their attorneys-in-fact duly authorized, or, if 
the rights of the holders of one or more, but not all, series 
then outstanding are affected, the consent of the holders of not 
less than sixty per centum (60%) in aggregate principal amount 
of the bonds at the time outstanding of all affected series, 
taken together, and not any other series, the Company, when 
authorized by a resolution, and the Trustee may from time to 
time and at any time enter into an indenture or indentures 
supplemental hereto for the purpose of adding any provisions to 
or changing in any manner or eliminating any of the provisions 
of this Indenture or of any supplemental indenture or modifying 
the rights and obligations of the Company and the rights of the 
holders of any of the bonds and coupons; provided, however, that 
no such supplemental indenture shall (1) extend the maturity of 
any of the bonds or reduce the rate or extend the time of 
payment of interest thereon, or reduce the amount of the 
principal thereof, or reduce any premium, payable on the 
redemption thereof or change the coin or currency in which any 
bond or interest thereon is payable, without the consent of the 
holder of each bond so affected, or (2) permit the creation of 
any lien, not otherwise permitted, prior to or on a parity with 
the lien of this Indenture, without the consent of the holders 
of all of the bonds then outstanding, or (3) reduce the 
aforesaid percentage of the principal amount of bonds the 
holders of which are required to approve any such supplemental 
indenture, without the consent of the holders of all the bonds 
then outstanding.  For the purposes of this Section, bonds shall 
be deemed to be affected by a supplemental indenture if such 
supplemental indenture adversely affects or diminishes the right 
of holders thereof against the Company or against its property.

          Upon the written request of the Company, accompanied 
by a resolution authorizing the execution of any such 
supplemental indenture, and upon the filling with the Trustee of 
evidence of the consent of bondholders as aforesaid (the 
instrument or instruments evidencing such consent to be dated 
within one year of such request), the Trustee shall join with 
the Company in the execution of such supplemental indenture 
unless such supplemental indenture affects the Trustee's owns 
rights, duties or immunities under this Indenture or otherwise, 
in which case the Trustee  may in its discretion but shall not 
be obligated to enter into such supplemental indenture.  The 
Trustee shall be entitled to receive and, subject to Section 102 
of the Indenture and Article Five of the Seventh Supplemental 
Indenture, may rely upon an opinion of counsel as conclusive 
evidence that any such supplemental indenture is authorized or 
permitted by the provisions of this Section.

          It shall not be necessary for the consent of the 
bondholders under this Section to approve the particular form of 
any proposed supplemental indenture, but it shall be sufficient 
if such consent shall approve the substance thereof.

          The Company and the Trustee, if they so elect, and 
either before or after such 60% or greater consent has been 
obtained, may require the holder of any bond consenting to the 
execution of any such supplemental indenture to submit his bond 
to the Trustee or to such bank, banker or trust company as may 
be designated by the Trustee for the purpose, for the notation 
thereon of the fact that the holder of such bond has consented 
to the execution of such supplemental indenture, and in such 
case such notation, in form satisfactory to the Trustee, shall 
be made upon all bonds so submitted, and such bonds bearing such 
notation shall forthwith be returned to the persons entitled 
thereto.  All subsequent holders of bonds bearing such notation 
shall be deemed to have consented to the execution of such 
supplemental indenture, and consent, once given or deemed to be 
given, may not be withdrawn.

          Prior to the execution by the Company and the Trustee 
of any supplemental indenture pursuant to the provisions of this 
Section, the Company shall publish a notice, setting forth in 
general terms the substance of such supplemental indenture, at 
least once in one daily newspaper of general circulation in each 
city in which the principal of any of the bonds shall be 
payable, or, if all bonds outstanding shall be registered bonds 
without coupons or coupon bonds registered as to principal, such 
notice shall be sufficiently given if mailed, first class, 
postage prepaid, and registered if the Company so elects, to 
each registered holder of bonds at the last address of such 
holder appearing on the registry books, such publication or 
mailing, as the case may be, to be made not less than thirty 
days prior to such execution.  Any failure of the Company to 
give such notice, or any defect therein, shall not, however, in 
any way impair or affect the validity of any such supplemental 
indenture.

     SECTION 5.   The Company reserves the right, without any 
consent or other action by the holders of the bonds of Second 
Pledge Series, or any subsequent series of bonds, to amend the 
Indenture by deleting the phrase "sixty per centum (60%)" in 
Section 28 of the Indenture and substituting therefor the phrase 
"seventy per centum (70%)" and by deleting the phrase "One 
hundred sixty-six and two-thirds per cent.  (166 2/3%)" in 
Sections 65 and 67 of the Indenture and substituting therefor 
the phrase "One hundred and forty-two and eighty-six hundredths 
per cent.  (142.86%)".

     SECTION 6.   Except as herein otherwise expressly provided, 
no duties, responsibilities or liabilities are assumed, or shall 
be construed to be assumed, by the Trustee by reason of this 
Supplemental Indenture; the Trustee shall not be responsible for 
the recitals herein or in the bonds (except the Trustee's 
authentication certificate), all of which are made by the 
Company solely; and this Supplemental Indenture is executed and 
accepted by the Trustee, subject to all the terms and conditions 
set forth in the Indenture, as fully to all intents and purposes 
as if the terms and conditions of the Indenture were herein set 
forth at length.

     SECTION 7.   As supplemented by this Supplemental 
Indenture, the Indenture is in all respects ratified and 
confirmed, and the Indenture as herein defined, and this 
Supplemental Indenture, shall be read, taken and construed as 
one and the same instrument.

     SECTION 8.   Nothing in this Supplemental Indenture 
contained shall or shall be construed to confer upon any person 
other than a holder of bonds issued under the Indenture, the 
Company and the Trustee any right or interest to avail himself 
of any benefit under any provision of the Indenture or of this 
Supplemental Indenture.

     SECTION 9.   This Supplemental Indenture may be 
simultaneously executed in several counterparts and all such 
counterparts executed and delivered, each as an original, shall 
constitute but one and the same instrument.

     In Witness Whereof, Ohio Edison Company and The Bank of New 
York have caused these presents to be executed in their 
respective names by their respective Presidents or one of their 
Vice Presidents or Assistant Vice Presidents and their 
respective seals to be hereunto affixed and attested by their 
respective Secretaries or one of their Assistant Secretaries or 
Assistant Treasurers, all as of the day and year first above 
written.

                                  Ohio Edison Company
                           By:  /s/ Richard H. Marsh
                                ------------------------- 
                                Richard H. Marsh, Vice President

[Seal]

Attest:  /s/ Nancy C. Ashcom
         ------------------------------------
         Nancy C. Ashcom, Corporate Secretary

Signed, Sealed and Acknowledged on behalf of
Ohio Edison Company in the presence of:

/s/ Thomas C. Navin
--------------------------- 
Thomas C. Navin


/s/ Cynthia A. LaFlame
----------------------------
Cynthia A. LaFlame

                             The Bank of New York
                           
                       By: /s/ Lucille Firrincieli
                           -----------------------------------
                           Lucille Firrincieli, Vice President

[Seal]

Attest:  /s/ Iliana Acevedo
         ---------------------------------- 
         Iliana Acevedo, Assistant Treasurer

Signed, Sealed and Acknowledged on behalf of
The Bank of New York in the presence of:

/s/ Paul J. Schmalzel
--------------------------------
Paul J. Schmalzel


/s/ F.W. Clark
--------------------------------
F. W. Clark



STATE OF OHIO      )
                   :  ss.:
COUNTY OF SUMMIT   )

     On the 5th day of June, 1998, personally appeared before 
me, a Notary Public in and for the said County and State 
aforesaid, Richard H. Marsh and Nancy C. Ashcom, to me known and 
known to me to be a Vice President and Corporate Secretary, 
respectively, of OHIO EDISON COMPANY, the corporation which 
executed the foregoing instrument, and who severally 
acknowledged that they did sign and seal such instrument as such 
Vice President and Corporate Secretary, respectively, of OHIO 
EDISON COMPANY, the same is their free act and deed and the free 
and corporate act and deed of said corporation.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal 
the 5th day of June, 1998.


                        /s/ Debra L. Cordea
                        --------------------------
                        Debra L. Cordea, Notary Public
                          Residence - Summit County
                         State Wide Jurisdiction, Ohio
                      My Commission Expires Nov. 20, 1999

[SEAL]


STATE OF OHIO      )
                   :  ss.:
COUNTY OF SUMMIT   )

     On the 5th day of June, 1998, before me personally came 
Richard H. Marsh, to me known, who, being by me duly sworn, did 
dispose and say that he resides at 1126 Woodhaven Boulevard, 
Fairlawn, Ohio 44333; that he is a Vice President of OHIO EDISON 
COMPANY, one of the corporations described in and which executed 
the above instrument; that he knows the seal of said 
corporation; that the seal affixed to said instrument is such 
corporate seal; that it was so affixed by order of the Board of 
Directors of said corporation, and that he signed his name 
thereto by like order.  

                        /s/ Debra L. Cordea
                        -------------------------------
                        Debra L. Cordea, Notary Public
                          Residence -  Summit County
                         State Wide Jurisdiction, Ohio
                      My Commission Expires Nov. 20, 1999

[SEAL]



STATE OF NEW YORK   )
                    :  ss.:
COUNTY OF NEW YORK  )

     On the 4th day of June, 1998, personally appeared before 
me, a Notary Public in and for the said County and State 
aforesaid, Lucille Firrincieli and Iliana Acevedo, to me known 
and known to me to be a VICE PRESIDENT and ASSISTANT TREASURER, 
respectively, of The Bank of New York, the corporation which 
executed the foregoing instrument, and who severally 
acknowledged that they did sign and seal such instrument as such 
VICE PRESIDENT and TREASURER for and on behalf of said 
corporation and that the same is their free act and deed and the 
free and corporation act and deed of said corporation.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal 
the 4th day of June, 1998.

                        /s/ William J. Cassels
                        -------------------------------
                              William J. Cassels
                        Notary Public, State of New York
                              No.:  0ICA5027729
                           Qualified in Bronx County
                       Certificate Filed in New York County
                          Commission Expires May 16, 2000

[SEAL]


STATE OF NEW YORK   )
                    :  ss.:
COUNTY OF NEW YORK  )

     On the 4th day of June, 1998, before me personally came 
Lucille Firrincieli, to me known, who, being by me duly sworn, 
did dispose and say that she resides at 163-09 32nd Avenue, 
Flushing, New York  11358; that she is a Vice President of THE 
BANK OF NEW YORK, one of the parties described in and which 
executed the above instrument; that she knows the seal of said 
corporation; that the seal affixed to said instrument is such 
corporate seal; that it was so affixed by order of the Board of 
Directors of said corporation, and that she signed her name 
thereto by like authority.  

                        /s/ William J. Cassels
                        --------------------------------
                             William J. Cassels
                        Notary Public, State of New York
                             No.:  0ICA5027729
                           Qualified in Bronx County
                       Certificate Filed in New York County
                         Commission Expires May 16, 2000

[SEAL]

     The Bank of New York hereby certifies that its precise name 
and address as Trustee hereunder are:

     The Bank of New York
     101 Barclay Street
     City, County and State of New York 10286



                            The Bank of New York
                      By: /s/ Iliana Acevedo
                         -----------------------------------
                         Iliana Acevedo, Assistant Treasurer



                            SCHEDULE A

               Detailed Description of Properties

A.   OFFICE BUILDINGS, STORE HOUSES, ETC.

    The following offices, storerooms, warehouses, and other 
buildings of the Company, together with all land of the Company 
on which the same are situated, and all easements, rights of way 
and appurtenances of said lands, together with all furniture and 
fixtures located in said buildings.

1.   Land and dwelling, 167 Steeplechase Land, Munroe Falls,
     Summit County, Ohio.

2.   Land and dwelling, 15 Patrician Drive, Norwalk, Huron
     County, Ohio

3.   Land and dwelling, 4143 Firestone Lane, Vermillion, Erie
     County, Ohio

4.   Land and dwelling, 2058 Greensburg Road, North Canton,
     Stark County, Ohio

5.   Land and dwelling, 885 East Avenue, Tallmadge, Summit
     County, Ohio

6.   Land and dwelling, 10 Kehner Road, Suffield, Portgage
     County, Ohio

7.   Land and dwelling, 127 Stonyridge Drive #207, Sandusky,
     Erie County, Ohio

8.   Land and dwelling, 22831 Laramie Drive, Rocky River,
     Cuyahoga County, Ohio.

B.   ELECTRICAL SUBSTATIONS

     The following substations and substation sites and 
miscellaneous property of the Company, including all buildings, 
structures, towers, poles, all equipment, appliances and devices 
for manufacturing, converting and distributing electric energy, 
owned by the Company, and all land of the Company on which the 
same are situated, and all of the Company's lands and easements, 
rights, machinery, equipment, appliances, devices, licenses and 
supplies, forming a part of said substation or any of them or 
used or enjoyed or capable of being used or enjoyed in 
connection therewith.

MARION AREA

Hamilton Substation Site, land only, located at 606 Likens Road, 
north of the City of Marion and east of State Route 4, Marion 
Township, Marion County, Ohio.

Cardington Substation Site, land only, located at 2188  TR 151, 
Westfield Township, Cardington, Ohio.

YOUNGSTOWN AREA

Campbell-Struthers Substation, land only, located in the City of 
Youngstown, Mahoning County and further being described as City 
Lots 44733, 44732, 44731, 44730, part of 44729 and part of O.L. 
1625 and 1632.

KIRBY SUBSTATION

Structures and equipment only (land was reported previously), 
located at Landon Road, approximately 0.3 miles east of its 
intersection with State Route No. 37 in Clairborne Township, 
Union County, Ohio

AVERY SUBSTATION

Structures and equipment only (land was reported previously), 
located at 805 W. Mason Road in Milan Township, Erie County, 
Ohio

YUTAKA TECHNOLOGIES SUBSTATION

(OE owned and leased to Customer), structures and equipment 
only, located at U.S. 42, Morrow County, Village of Cardington


HAMILTON SUBSTATION SITE

Land only, located at 1500 ft. East of Route 4 on Likens Road, 
Marion County, Marion Ohio

STERLITE SUBSTATION

(OE owned and leased to Customer), structures and equipment 
only, located at Navarre, Ohio

CLAYBEN SUBSTATION

Structures and equipment only (land was reported previously), 
located at 2175 Massillon Road in Springfield Township, Summit 
County, Ohio

MATHEWS SUBSTATION

Structures and equipment only (land was reported previously), 
located at 1971 Mathews Road (approximately 500 feet east of its 
intersection with Sheridan Road) in the City of Youngstown, 
Mahoning County, Ohio.


                         /s/ Nancy C.Ashcom
                         ------------------------------------
                         Nancy C. Ashcom, Corporate Secretary
                         Ohio Edison Company
  

                         /s/ Iliana Acevedo
                         ------------------------------------
                         Iliana Acevedo, Assistant Treasurer
                         The Bank of New York