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                      THE TOLEDO EDISON COMPANY



                                TO



                       THE CHASE MANHATTAN BANK,
                             as Trustee.




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






                   Forty-Eighth Supplemental Indenture

                       DATED AS OF JUNE 1, 1998

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

           First Mortgage Bonds, 1998 Guaranty Series due 2028




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     Forty-eighth Supplemental Indenture, dated as of June 1, 
l998, 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, 27/8% 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, 1995 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 of The Chase Manhattan Bank 
(National Association), effective September 23, 1965; and by 
virtue of said conversion the continuity of the business of The 
Chase Manhattan Bank, including its business of acting as 
corporate trustee, and its corporate existence, were not 
affected, so that The Chase Manhattan Bank is vested with all the 
trusts, powers, discretion, immunities, privileges and all other 
matters as were vested in said The 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, July 1, 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, July 14, 1995, Forty-fifth, 
July 15, 1995, Forty-sixth, June 15, 1997 and Forty-seventh, 
August 1, 1997 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 is executing and delivering to The Chase 
Manhattan Bank, Trustee, this Forty-eighth Supplemental 
Indenture, dated as of June 1, 1998, supplementing the Original 
Indenture (the Original Indenture, all the aforementioned 
Supplemental Indentures, this Forty-eighth Supplemental Indenture 
and any other indentures supplemental to the Original Indenture 
are herein collectively called the "Indenture" and this Forty-
eighth Supplemental Indenture is hereinafter called "this 
Supplemental Indenture"); 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 has determined to create pursuant to the 
provisions of the Indenture a new series of first mortgage bonds 
(the "Pledge Bonds"), to be pledged as security for the payment 
of certain obligations undertaken by the Company in connection 
with the issuance by the Beaver County Industrial Development 
Authority (the "Authority") of $3,750,754 aggregate principal 
amount of the Authority's Exempt Facilities Revenue Bonds 5.375% 
1998 Series A (Shippingport Project) on behalf of the Company 
(the "Revenue Bonds"), with such Pledge Bonds to have 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 Pledge Bonds are to be limited in aggregate principal 
amount to $3,750,754, are to be delivered to Chase Manhattan 
Trust Company, National Association, as trustee (hereinafter 
called the "Revenue Bond Trustee"), under the Trust Indenture 
(the "Revenue Bond Indenture") dated as of June 1, 1998 between 
the Authority and the Revenue Bond Trustee; 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 Pledge Bonds 
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 Pledge Bonds, and 
of giving to the Pledge Bonds the protection and security of the 
Indenture; and

     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 Pledge Bonds, 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, PROVISIONS, REDEMPTION, PRINCIPAL AMOUNT 
                AND FORM OF BONDS OF PLEDGE SERIES

     SECTION 1.   The Company hereby creates a new series of 
Bonds to be issued under and secured by the Indenture and to be 
designated as "First Mortgage Bonds, 1998 Guaranty Series due 
2028" of the Company and hereinabove and hereinafter called the 
"Pledge Bonds."  The Pledge Bonds shall be executed, 
authenticated and delivered in accordance with the provisions of, 
and shall in all respects be subject to, all of the terms, 
conditions and covenants of the Indenture.

     SECTION 2.   The Pledge Bonds shall be issued as fully 
registered Bonds only, without coupons, in the denominations of 
$1,000 or any higher multiple of $1.00.

     SECTION 3.   The Pledge Bonds shall be dated the date of 
authentication, shall mature June 1, 2028, and shall bear 
interest from the time hereinafter provided at such rate per 
annum as shall cause the rate of interest payable on such Pledge 
Bonds then outstanding to equal the rate of interest payable on 
the Revenue Bonds.  The interest on the Pledge Bonds is payable 
on June 1 and December 1 in each year starting on the Interest 
Accrual Date (as defined below) (each such date hereinafter 
called an "interest payment date") on and until maturity, or, in 
the case of any such Pledge Bonds duly called for redemption, on 
and until the redemption date, or in the case of any default by 
the Company in the payment of the principal due on any such 
Pledge Bonds, until the Company's obligation with respect to the 
payment of the principal shall be discharged as provided in the 
Indenture.  

     The Pledge Bonds shall be payable as to principal and 
interest at the office or agency of the Company in the City of 
Akron, State of Ohio, in any coin or currency of the United 
States of America which at the time of payment is legal tender 
for the payment of public and private debts.

     Except as hereinafter provided, each Pledge Bond shall bear 
interest from the Interest Accrual Date (as defined below) until 
the principal of such Pledge Bond is paid or duly provided for.

     The interest payable on any interest payment date shall be 
paid to the respective persons in whose names the Pledge Bonds 
shall be registered at the close of business on the Record Date 
next preceding such interest payment date, notwithstanding the 
cancellation of any such Pledge Bond upon any transfer or 
exchange thereof subsequent to such Record Date and prior to such 
interest payment date; provided, however, that, if and to the 
extent the Company shall default in the payment of the interest 
due on such interest payment date (other than an interest payment 
date that is a redemption date or maturity date), such defaulted 
interest shall be paid to the respective persons in whose names 
such outstanding Pledge Bonds are registered at the close of 
business on a date (the "Subsequent Record Date") not less than 
10 days nor more than 15 days next preceding the date of payment 
of such defaulted interest, such Subsequent Record Date to be 
established by the Company by notice given by mail by or on 
behalf of the Company to the registered owners of Pledge Bonds 
not less than 10 days next preceding such Subsequent Record Date.  
If any interest payment date should fall on a day which is not a 
business day, then such interest payment date shall be the next 
preceding business day.

     The interest rate on the Revenue Bonds, and therefore on the 
Pledge Bonds, is 5.375% per annum.  

     SECTION 4.   In the manner and subject to the limitations 
provided in the Indenture, Pledge Bonds may be exchanged for a 
like aggregate principal amount of Pledge Bonds of other 
authorized denominations, in either case without charge, except 
for any tax or taxes or other governmental charges incident to 
such exchange, at the office or agency of the Company in the 
Borough of Manhattan, The City of New York or the City of Akron, 
State of Ohio.

     Except as otherwise provided in Section 3 of this Article I 
with respect to the payment of interest, the Company, the 
agencies of the Company and the Trustee may deem and treat the 
person in whose name a Pledge Bond is registered as the absolute 
owner thereof for the purpose of receiving any payment and for 
all other purposes.

     SECTION 5.   The Pledge Bonds shall be redeemable only to 
the extent provided in this Article I, subject to the provisions 
contained in Article V of the Indenture and the form of Pledge 
Bond.

     SECTION 6.   Subject to the applicable provisions of the 
Indenture, written notice of redemption of Pledge Bonds pursuant 
to this Supplemental Indenture shall be given by the Trustee by 
mailing to each registered owner of such Pledge Bonds to be 
redeemed a notice of such redemption, first class postage 
prepaid, at its last address as it shall appear upon the books of 
the Company for the registration and transfer of such Pledge 
Bonds.  Any notice of redemption shall be mailed at least 30 
days, but no more than 60 days, prior to the redemption date.  

     SECTION 7.   If and when the principal of any Revenue Bonds 
shall be paid, then there shall be deemed to have been paid a 
principal amount of the Pledge Bonds then outstanding which bears 
the same ratio to the aggregate principal amount of Pledge Bonds 
then outstanding as the principal amount of the Revenue Bonds so 
paid bears to the aggregate principal amount of the Revenue Bonds 
outstanding immediately before such payment; provided, however, 
that such payment of Pledge Bonds shall be deemed to have been 
made only when and to the extent that notice of such purchase or 
payment of the principal amount of such Revenue Bonds shall have 
been given by the Company to the Trustee.  The Trustee may rely 
upon any such notification by the Company that such payment of 
Revenue Bonds has been so made.

     SECTION 8.   The Pledge Bonds shall be redeemed by the 
Company in whole at any time prior to maturity at a redemption 
price of 100% of the principal amount to be redeemed, plus 
accrued and unpaid interest to the redemption date, but only if 
the Trustee shall receive written advice from the Revenue Bond 
Trustee stating that the principal amount of all the Revenue 
Bonds then outstanding under the Revenue Bond Indenture has been 
declared due and payable pursuant to the provisions of Section 
8.02 of the Revenue Bond Indenture, specifying the date of the 
accelerated maturity of such Revenue Bonds and the date from 
which interest on the Revenue Bonds issued under the Revenue Bond 
Indenture has then accrued and is unpaid, stating such 
declaration of maturity has not been annulled and demanding 
payment of the principal amount hereof plus accrued interest 
hereon to the date fixed for such redemption.  The date fixed for 
such redemption shall be not earlier than the date specified in 
the aforesaid written advice as the date of the accelerated 
maturity of the Revenue Bonds then outstanding under the Revenue 
Bond Indenture.  Upon mailing of notice of redemption, the date 
from which unpaid interest on the Revenue Bonds has then accrued 
(as specified by the Revenue Bond Trustee) shall become the 
initial interest accrual date (the "Initial Interest Accrual 
Date") with respect to the bonds of this series, provided, 
however, on any demand for payment of the principal amount hereof 
at maturity as a result of the principal of the Revenue Bonds 
becoming due and payable on the maturity date of the bonds of 
this series, the date from which unpaid interest on the Revenue 
Bonds has then accrued shall become the Initial Interest Accrual 
Date with respect to the bonds of this series, such date to be a 
stated in a written notice from Revenue Bond Trustee to the 
Trustee.  The aforementioned notice of redemption shall become 
null and void for all purposes (including the fixing of the 
Initial Interest Accrual Date with respect to the bonds of this 
series) upon receipt by the Trustee of written notice from the 
Revenue Bond Trustee of the annulment of the acceleration of the 
maturity of the Revenue Bonds then outstanding under the Revenue 
Bond Indenture and of the rescission of the aforesaid written 
advice prior to the redemption of the bonds of this series and no 
payment in respect thereof as specified in such notice of 
redemption shall be effected or required.  But no such rescission 
shall extend to any subsequent written advice from the Revenue 
Bond Trustee or impair any right consequent on such subsequent 
written advice.

     SECTION 9.   Pledge Bonds shall not be transferable except 
to a successor trustee under the Revenue Bond Indenture or in 
connection with the exercise of the rights and remedies of the 
holder thereof consequent upon an event of default as defined in 
the Indenture.

     SECTION 10.  The aggregate principal amount of Pledge Bonds 
which may be authenticated and delivered hereunder shall not 
exceed $3,750,754, except as otherwise provided in the Indenture.

     SECTION 11.  The form of the fully registered Pledge Bonds, 
and of the Trustee's certificate of authentication thereon, shall 
be substantially as follows:

       [FORM OF FULLY REGISTERED BOND OF 1998 GUARANTY SERIES]

                    THE TOLEDO EDISON COMPANY
          Incorporated under the laws of the State of Ohio
         FIRST MORTGAGE BOND, 1998 GUARANTY SERIES DUE 2028
                        Due June 1, 2028

No.                                                         $

     THE TOLEDO EDISON COMPANY, a corporation organized and 
existing under the laws of the State of Ohio (hereinafter called 
the "Company," which term shall include any successor corporation 
as defined in the Indenture hereinafter referred to), for value 
received, hereby promises to pay to                    , or 
registered assigns, the sum of               Dollars 
($          ) or the aggregate unpaid principal amount hereof, 
whichever is less, 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 the payment of public and private debts, and to 
pay interest on the unpaid principal amount hereof in like coin 
or currency from the time hereinafter provided, at the rate of 
five and three eighths per centum per annum.  The interest on the 
Pledge Bonds is payable on June 1 and December 1 in each year 
starting on the Initial Interest Accrual Date (hereinafter 
defined) (each such date herein called an "interest payment 
date"), and on and until the date of maturity of this Bond, or, 
if this Bond shall be duly called for redemption, on and 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 said Indenture.  Except as hereinafter 
provided, this Bond shall bear interest from the Initial Interest 
Accrual Date (hereinafter defined) until the principal of this 
Bond has been paid or duly provided for.  Subject to certain 
exceptions provided in said Indenture, the interest payable on 
any interest payment date shall be paid to the person in whose 
name this Bond shall be registered at the close of business on 
the Record Date or, in the case of defaulted interest, on a day 
preceding the date of payment thereof established by notice to 
the registered owner of this Bond in the manner provided in the 
Supplemental Indenture (hereinafter defined).  Principal of and 
interest on this Bond are payable at the office or agency of the 
Company in the City of Akron, State of Ohio.

     This Bond is one of the duly authorized Bonds of the Company 
(herein called the "Bonds"), all issued and to be issued under 
and equally secured by a Mortgage and Deed of Trust, dated as of 
April 1, 1947 (herein called the "Original Indenture"), executed 
by the Company to The Chase National Bank of the City of New 
York, now succeeded by The Chase Manhattan Bank as Trustee 
(herein called the "Trustee"), and all indentures supplemental 
thereto (said Mortgage as so supplemented herein called the 
"Indenture") to which reference is hereby made for a description 
of the properties mortgaged and pledged, the nature and extent of 
the security, the rights of the registered owner or owners of the 
Bonds and of the Trustee in respect thereof, and the terms and 
conditions upon which the Bonds are, and are to be, secured.  The 
Bonds may be issued in series, for various principal sums, may 
mature at different times, may bear interest at different rates 
and may otherwise vary as in the Indenture provided.  This Bond 
is one of a series designated as the First Mortgage Bonds, 1998 
Guaranty Series due 2028 (herein called the "Pledge Bonds") 
limited, except as otherwise provided in the Indenture, in 
aggregate principal amount to $3,750,754, issued under and 
secured by the Indenture and described in the Forty-eighth 
Supplemental Indenture dated as of June 1, 1998, between the 
Company and the Trustee (herein called the "Supplemental 
Indenture").

     The Pledge Bonds have been delivered by the Company to Chase 
Manhattan Trust Company, National Association, as trustee 
(hereinafter called the "Revenue Bond Trustee"), under the Trust 
Indenture (the "Revenue Bond Indenture") dated as of June 1, 1998 
between The Beaver County Industrial Development Authority (the 
"Authority") and the Revenue Bond Trustee securing, among other 
bonds, $3,750,754 of the Authority's Exempt Facilities Revenue 
Bonds, 5.375% 1998 Series A (Shippingport Project) which have 
been issued on behalf of the Company (the "Revenue Bonds").

     If and when the principal of any Revenue Bonds is paid, then 
there shall be deemed to be paid a principal amount of the Pledge 
Bonds then outstanding which bears the same ratio to the 
aggregate principal amount of Pledge Bonds outstanding 
immediately before such payment as the principal amount of the 
Revenue Bonds paid bears to the aggregate principal amount of the 
Revenue Bonds outstanding immediately before such payment; 
provided, however, that such payment of Pledge Bonds is deemed to 
be made only when and to the extent that notice of such payment 
is given by the Company to the Trustee.

     The Pledge Bonds shall be redeemed by the Company prior to 
maturity in whole at any time as provided in Section 8 of Article 
I of the Supplemental Indenture at a redemption price of 100% of 
the principal amount to be redeemed, plus accrued and unpaid 
interest to the redemption date.

     Any redemption of the Pledge Bonds shall be made in 
accordance with the applicable provisions of Sections 5.02, 5.03, 
5.04 and 5.06 of the Original Indenture, unless and to the extent 
waived in writing by the registered owner or owners of all Pledge 
Bonds and such waiver is filed with the Trustee.

     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 interest on this Bond 
or reduce the principal amount hereof or the rate of interest 
hereon, or affect any other modification of the terms of payment 
of such principal or interest or will permit the creation of any 
lien ranking prior to or on a party 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.

     If an event of default, as defined in the Indenture, shall 
occur, the principal of all the Bonds at any such time 
outstanding under the Indenture may be declared or may become due 
and payable, upon the conditions and in the manner and with the 
effect provided in the Indenture.  The Indenture provides that 
such declaration may in certain events be waived by the holders 
of a majority in principal amount of the Bonds outstanding.

     Subject to the limitations provided in the Indenture and in 
Section 9 of Article I of the Supplemental Indenture, this Bond 
is transferable by the registered owner hereof, in person or by 
duly authorized attorney, on the books of the Company to be kept 
for that purpose at the office or agency of the Company in the 
Borough of Manhattan, The City of New York or the City of Akron, 
State of Ohio, upon surrender and cancellation of this Bond, and 
upon presentation of a duly executed written instrument of 
transfer, and thereupon a new fully registered bond or bonds of 
the same series, of the same aggregate principal amount and in 
authorized denominations will be issued to the transferee or 
transferees in exchange herefor; and this Bond, with or without 
others of the same series, may in like manner be exchanged for 
one or more new fully registered Pledge Bonds of other authorized 
denominations but of the same aggregate principal amount; all 
without charge except for any tax or taxes or other governmental 
charges incidental to such transfer or exchange and all subject 
to the terms and conditions set forth in the Indenture.  

     No recourse shall be had for the payment of the principal of 
or the interest on this Bond, or for any claim based hereon or on 
the Indenture or any indenture supplemental thereto, against any 
incorporator, or against any stockholder, director or officer, 
past, present or future, of the Company, or of any predecessor or 
successor corporation, as such, either directly or through the 
Company or any such predecessor or successor corporation, whether 
by virtue of any constitution, statute or rule of law, or by the 
enforcement of any assessment or penalty or otherwise, all such 
liability, whether at common law, in equity, by any constitution 
or statute or otherwise, of incorporators, stockholders, 
directors or officers being released by every owner hereof by the 
acceptance of this Bond and as part of the consideration for the 
issue hereof, and being likewise released by the terms of the 
Indenture.

     This Bond shall not be entitled to any benefit under the 
Indenture or any indenture supplemental thereto, or become valid 
or obligatory for any purpose, until the Trustee under the 

    Indenture, or a successor trustee thereto under the 
Indenture, shall have signed the form of certificate of 
authentication endorsed hereon.

     IN WITNESS WHEREOF, The Toledo Edison Company has caused 
this Bond to be signed in its name by its President or a Vice 
President (whose signature may be manual or a facsimile thereof) 
and its corporate seal (or a facsimile thereof) to be hereto 
affixed and attested by its Secretary or an Assistant Secretary 
(whose signature may be manual or a facsimile thereof).

Dated:
                                 THE TOLEDO EDISON COMPANY

                                 By       
                                    -----------------------


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, 
                                   TRUSTEE


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






              [END OF FORM OF FULLY REGISTERED BOND] 



                               ARTICLE II

                               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 fully, 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 Pledge Bonds, 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 acts or failures 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.   For purposes of the Original Indenture, this 
Supplemental Indenture and the Pledge Bonds, the Trustee is 
permitted to assume for all purposes that the rate of interest on 
the Pledge Bonds is the applicable initial interest rate 
expressed in this Supplemental Indenture.




                         ARTICLE III

                  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 I of the Original 
Indenture shall, for all purposes of this Supplemental Indenture, 
have the meanings in said Article I 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/ Richard H. Marsh
                               --------------------------------
                               Richard H. Marsh, Vice President


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

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

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

/s/ Cynthia A. LaFlame
--------------------------------------
Cynthia A. LaFlame
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/ W. Keenan
-------------------------------
W. Keenan


/s/ David Trakimowicz
-------------------------------
David Trakimowicz

As witnesses





STATE OF OHIO

COUNTY OF SUMMIT


     On this 5th day of June, 1998, before me personally appeared 
Richard H. Marsh and Nancy C. Ashcom, to me personally known, who 
being by me severally duly sworn, did say that they are a Vice 
President and the Corporate 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 the free act 
and deed of said corporation.



                          /s/ Susie M. Hoisten
                          -------------------------------------
                          Notary Public
                          Susie M. Hoisten
                          Residence -  Summit County
                          State Wide Jurisdiction, Ohio
                          My Commission expires November 19, 2001


STATE OF NEW YORK

COUNTY OF NEW YORK


     On this 4th  day of June, 1998, 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 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, 1999