SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D. C. 20549
                              FORM 10-K

(Mark One)
          [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                 OF THE SECURITIES EXCHANGE ACT OF 1934
               For the fiscal year ended December 31, 1998
                                 OR
          [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

     For the transition period from             to             
                                    -----------   ------------

Commission    Registrant; State of Incorporation;    I.R.S. Employer
File Number    Address; and Telephone Number      Identification No.
-----------   ----------------------------------  ------------------

333-21011      FIRSTENERGY CORP.                        34-1843785
               (An Ohio Corporation)
               76 South Main Street
               Akron, OH  44308
               Telephone (800)736-3402


1-2578         OHIO EDISON COMPANY                      34-0437786
               (An Ohio Corporation)
               76 South Main Street
               Akron, OH  44308
               Telephone (800)736-3402


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


1-3583         THE TOLEDO EDISON COMPANY                34-4375005
               (An Ohio Corporation)
               c/o FirstEnergy Corp.
               76 South Main Street
               Akron, OH  44308
               Telephone (800)736-3402


1-3491         PENNSYLVANIA POWER COMPANY               25-0718810
               (A Pennsylvania Corporation)
               1 East Washington Street
               P. O. Box 891
               New Castle, PA  16103
               Telephone (412)652-5531

      SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                                 None


          Indicate by check mark if disclosure of delinquent filers 
pursuant to Item 405 of Regulation S-K is not contained herein, and 
will not be contained, to the best of registrant's knowledge, in 
definitive proxy or information statements incorporated by reference 
in Part III of this Form 10-K or any amendment to this
Form 10-K.  (X)
            ---

          Indicate by check mark whether the registrant (1) has 
filed all reports required to be filed by Section 13 or 15(d) of the 
Securities Exchange Act of 1934 during the preceding 12 months (or 
for such shorter period that the registrant was required to file 
such reports), and (2) has been subject to such filing requirements 
for the past 90 days:  Yes (X) No (  )
                           ---    ---

          State the aggregate market value of the voting stock held 
by non-affiliates of the registrant:
$7,197,332,945 as of March 17, 1999. Indicate the number of shares 
outstanding of each of the registrant's classes of common stock, as 
of the latest practicable date:

                                                 OUTSTANDING
                 CLASS                        AT MARCH 23, 1999
                 -----                        -----------------

  FirstEnergy Corp., $.10 par value              236,008,687
  Ohio Edison Company, $9 par value                      100
  The Cleveland Electric Illuminating 
   Company, no par value                          79,590,689
  The Toledo Edison Company, $5 par value         39,133,887
  Pennsylvania Power Company, $30 par value        6,290,000

FirstEnergy Corp. is the sole holder of Ohio Edison Company, The 
Cleveland Electric Illuminating Company and The Toledo Edison 
Company common stock; Ohio Edison Company is the sole holder of 
Pennsylvania Power Company common stock.


Documents incorporated by reference (to the extent indicated 
herein):

                                      PART OF FORM 10-K INTO WHICH
             DOCUMENT                    DOCUMENT IS INCORPORTED
             --------                 -----------------------------
FirstEnergy Corp. Annual Report to
Stockholders for the fiscal year 
ended December 31, 1998 (Pages 16-40)            Part II

Proxy Statement for 1998 Annual
Meeting of Stockholders to be held 
April 29, 1999                                   Part III

     SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                                Name of Each Exchange
  Registrant        Title of Each Class           on Which Registered
  ----------       --------------------------  ----------------------

FirstEnergy Corp.  Common Stock, $.10 par value   New York Stock
                                                  Exchange

Ohio Edison        Cumulative Preferred Stock,
Company            $100 par value
                        3.90% Series              All series
                                                  registered 
                        4.40% Series              on New York Stock 
                        4.44% Series              Exchange and
                                                  Chicago
                        4.56% Series              Stock Exchange

                   Cumulative Preferred Stock,    Registered on New
                   $25 par value                  York Stock
                                                  Exchange and
                        7.75% Series              Chicago Stock
                                                  Exchange

The Cleveland      Cumulative Serial Preferred
Electric Illumin-  Stock, without par value:
ating Company
                       $7.40 Series A             All series
                                                  registered
                       $7.56 Series B             on New York Stock
                       Adjustable Rate, Series L  Exchange

                      Depository Shares:
                       1993 Series A, each        New York Stock
                       share representing 1/20    Exchange
                       of a share of Serial 
                       Preferred Stock, $42.40 
                       Series T (without par
                       value)

                      First Mortgage Bonds:
                       8-3/4% Series due 2005     New York Stock 
                                                  Exchange
                       8-3/8% Series due 2011     New York Stock
                                                  Exchange
                       8-3/8% Series due 2012     New York Stock
                                                  Exchange

The Toledo Edison  Cumulative Preferred Stock,
Company            par value $100 per share:
                       4-1/4% Series              All series
                                                  registered 
                        8.32% Series              on American Stock 
                        7.76% Series              Exchange   
                          10% Series
    
                   Cumulative Preferred Stock,
                   par value $25 per share:
                        8.84% Series              All series
                                                  registered 
                       $2.365 Series              on New York Stock 
                       Adjustable Rate, Series A  Exchange
                       Adjustable Rate, Series B

                   First Mortgage Bonds:
                       8% Series due 2003         All series
                                                  registered
                                                  on New York Stock 
                                                  Exchange

Pennsylvania       Cumulative Preferred Stock, 
Power Company      $100 par value:

                        4.24% Series              All series
                                                  registered 
                        4.25% Series              on Philadelphia
                                                  Stock 
                        4.64% Series              Exchange, Inc.
                        7.64% Series
                        8.00% Series


          This combined Form 10-K is separately filed by FirstEnergy 
Corp., Ohio Edison Company, Pennsylvania Power Company, The Cleveland 
Electric Illuminating Company and The Toledo Edison Company. 
Information contained herein relating to any individual registrant is 
filed by such registrant on its own behalf. No registrant makes any 
representation as to information relating to any other registrant, 
except that information relating to any of the four FirstEnergy 
subsidiaries is also attributed to FirstEnergy.



                          FORM 10-K
                     TABLE OF CONTENTS
                                                             Page
                                                             ----
Part I

   Item  1.  Business                                          1
               The Company                                     1
               Utility Regulation                              1
                 PUCO Rate Matters                             2
                 PPUC Rate Matters                             2
                 FERC Rate Matters                             3
                 Fuel Recovery Procedures                      3
               Capital Requirements                            4
               Central Area Power Coordination Group           5
               Nuclear Regulation                              6
               Nuclear Insurance                               6
               Environmental Matters                           7
                 Air Regulation                                7
                 Water Regulation                              8
                 Waste Disposal                                8
                 Summary                                       9
               Fuel Supply                                     9
               System Capacity and Reserves                   10
               Regional Reliability                           10
               Competition                                    10
               Research and Development                       11
               Executive Officers                             11

   Item  2.  Properties                                       13

   Item  3.  Legal Proceedings                                14

   Item  4.  Submission of Matters to a Vote of Security
             Holders                                          14

Part II

   Item  5.  Market for Registrant's Common Equity and
             Related Stockholder Matters                      14

   Item  6.  Selected Financial Data                          14

   Item  7.  Management's Discussion and Analysis of
             Financial Condition and Results of Operations    14

   Item  8.  Financial Statements and Supplementary Data      15

   Item  9.  Changes In and Disagreements with Accountants
             on Accounting and Financial Disclosure           15
Part III

   Item 10.  Directors and Executive Officers of the
             Registrant                                       15

   Item 11.  Executive Compensation                           15

   Item 12.  Security Ownership of Certain Beneficial
             Owners and Management                            15
  
   Item 13.  Certain Relationships and Related Transactions   15

Part IV

  Item 14.  Exhibits, Financial Statement Schedules and
            Reports on Form 8-K                               16

                               PART I

ITEM 1. BUSINESS

The Company

          FirstEnergy Corp. (Company) was organized under the laws of 
the State of Ohio in 1996 and became a holding company on November 8, 
1997 in connection with the merger of Ohio Edison Company (OE) and 
Centerior Energy Corporation (Centerior). The Company's principal 
business is the holding, directly or indirectly, of all of the 
outstanding common stock of its four principal electric utility 
operating subsidiaries, OE, The Cleveland Electric Illuminating 
Company (CEI), Pennsylvania Power Company (Penn) and The Toledo 
Edison Company (TE). These utility subsidiaries are referred to 
throughout as "Companies." The Company's consolidated revenues are 
primarily derived from electric service provided by its utility 
operating subsidiaries and the revenues of its other principal 
subsidiaries: FirstEnergy Facilities Services Group, Inc. (FE 
Facilities); FirstEnergy Trading & Power Marketing, Inc. (FETPM), and 
MARBEL Energy Corporation (MARBEL). In addition, the Company holds 
all of the outstanding common stock of six other direct subsidiaries: 
FirstEnergy Services Corp. (FE Services), FirstEnergy Properties 
Inc., FirstEnergy Ventures, Corp., FirstEnergy Nuclear Operating Co. 
(FENOC), American Transmission Systems, Inc., and FirstEnergy 
Securities Transfer Company.

          The Companies' combined service areas encompass 
approximately 13,200 square miles in central and northern Ohio and 
western Pennsylvania. The areas they serve have combined populations 
of approximately 5,548,000.

          OE was organized under the laws of the State of Ohio in 
1930 and owns property and does business as an electric public 
utility in that state. OE also has ownership interests in certain 
generating facilities located in the Commonwealth of Pennsylvania. OE 
furnishes electric service to communities in a 7,500 square mile area 
of central and northeastern Ohio. It also provides transmission 
services and electric energy for resale to certain municipalities in 
OE's service area and transmission services to certain rural 
cooperatives. OE also engages in the sale, purchase and interchange 
of electric energy with other electric companies. The area it serves 
has a population of approximately 2,474,000.

          OE owns all of the outstanding common stock of Penn, a 
Pennsylvania corporation, which furnishes electric service to 
communities in a 1,500 square mile area of western Pennsylvania. Penn 
also provides transmission services and electric energy for resale to 
certain municipalities in Pennsylvania. The area served by Penn has a 
population of approximately 377,000.
          CEI was organized under the laws of the State of Ohio in 
1892 and does business as an electric public utility in that state. 
It also has ownership interests in certain generating facilities in 
Pennsylvania. CEI furnishes electric service in an area of 
approximately 1,700 square miles in northeastern Ohio, including the 
City of Cleveland. The area CEI serves has a population of 
approximately 2,011,000.

          TE was organized under the laws of the State of Ohio in 
1901 and does business as an electric public utility in that state. 
It also has ownership interests in certain generating facilities in 
Pennsylvania. TE furnishes electric service in an area of 
approximately 2,500 square miles in northwestern Ohio, including the 
City of Toledo. The area TE serves has a population of approximately 
686,000.

          FE Facilities is the parent company of several heating, 
ventilating, air conditioning and energy management companies. FETPM, 
which was organized as a corporation in Delaware in 1995, markets and 
trades electricity in nonregulated markets. MARBEL, which was 
acquired by the Company in June 1998, is a fully integrated natural 
gas company.

Utility Regulation

          The Companies are subject to broad regulation as to rates 
and other matters by the Public Utilities Commission of Ohio (PUCO) 
and the Pennsylvania Public Utility Commission (PPUC). With respect 
to their wholesale and interstate electric operations and rates, the 
Companies are subject to regulation, including regulation of their 
accounting policies and practices, by the Federal Energy Regulatory 
Commission (FERC). Under Ohio law, municipalities may regulate rates, 
subject to appeal to the PUCO if not acceptable to the utility.

          In 1986, a law was passed which extended the jurisdiction 
of the PUCO to nonutility affiliates of holding companies exempt 
under Section 3(a)(1) and 3(a)(2) of the Public Utility Holding 
Company Act of 1935 (1935 Act) to the extent that the activities of 
such affiliates affect or relate to the cost of providing electric 
utility service in Ohio. The law, among other things, requires PUCO 
approval of investments in, or the transfer of assets to, nonutility 
affiliates. Investments in such affiliates are limited to 15% of the 
aggregate capitalization of the holding company on a consolidated 
basis. The Company is an exempt holding company under Section 3(a)(1) 
of the 1935 Act, but the law has not had any effect on its operations 
as they are currently conducted.

          The Energy Policy Act of 1992 (1992 Act) amended portions 
of the 1935 Act, providing independent power producers and other 
nonregulated generating facilities easier entry into electric 
generation markets. The 1992 Act also amended portions of the Federal 
Power Act, authorizing the FERC, under certain circumstances, to 
mandate access to utility-owned transmission facilities. Following 
the enactment of the 1992 Act, the FERC has ordered all utilities to 
file open access tariffs applicable to transmission facilities, 
including provisions which require utilities to offer comparable 
services on a nondiscriminatory basis. The FirstEnergy system has 
such an open access tariff in effect (see "FERC Rate Matters").

  PUCO Rate Matters

          The PUCO approved OE's Rate Reduction and Economic 
Development Plan in 1995 and a Rate Reduction and Economic 
Development Plan for CEI and TE in January 1997. These plans are 
designed to enhance and accelerate economic development within the 
Companies' Ohio service areas and to assure the Companies' customers 
in those service areas of long-term competitive pricing for energy 
services.

          These plans initially maintain current base electric rates 
for OE, CEI and TE through December 31, 2005, unless additional 
revenues are needed to recover the costs of changes in environmental, 
regulatory or tax laws or regulations. At the end of the plan 
periods, OE base rates will be reduced by $300 million (approximately 
20 percent below current levels) and CEI and TE base rates will be 
reduced by a combined $310 million (approximately 15 percent below 
current levels). As part of these plans, transition rate credits were 
implemented for customers, which are expected to reduce operating 
revenues for OE by approximately $600 million and CEI and TE by 
approximately $391 million during the plan period. The plans also 
established revised fuel recovery rate formulas which eliminated the 
automatic pass-through of fuel costs to their retail customers (see 
"Fuel Recovery Procedures").

          All of OE's regulatory assets and CEI's and TE's regulatory 
assets related to their nonnuclear operations are being recovered 
under provisions of these plans. In addition, the PUCO has authorized 
OE to recognize additional capital recovery related to its generating 
assets (which is reflected as additional depreciation expense) and 
additional amortization of regulatory assets during the plan period 
of at least $2 billion more than the amount that would have been 
recognized if OE's plan were not in effect. These additional amounts 
are being recovered through current rates. CEI and TE recognized fair 
value purchase accounting adjustments to reduce nuclear plant by 
$1.71 billion and $.84 billion, respectively, in connection with the 
FirstEnergy merger. These fair value adjustments recognized for 
financial reporting purposes will ultimately satisfy the asset 
reduction commitments of at least $1.4 billion for CEI and 
$0.6 billion for TE contained in the CEI and TE plan. For regulatory 
purposes, CEI and TE will recognize accelerated amortization over the 
plan period.

          Based on the Ohio plans, at this time, OE, CEI and TE 
believe they will continue to be able to bill and collect cost-based 
rates (with the exception of CEI's and TE's nuclear operations); 
accordingly, it is appropriate that they continue the application of 
Statement of Financial Accounting Standards (SFAS) No. 71 "Accounting 
for the Effects of Certain Types of Regulation" (SFAS 71). However, 
as discussed under "Competition" below, changes in the regulatory 
environment are on the horizon in Ohio. The Companies believe that 
changes in Ohio regulation are possible in 1999 but cannot assess 
what the ultimate impact may be. CEI's and TE's plan does not provide 
for full recovery of their nuclear operations. As a result, in 
October 1997 CEI and TE discontinued application of SFAS 71 for their 
nuclear operations and decreased their regulatory assets of customer 
receivables for future income taxes related to the nuclear assets by 
$499 million and $295 million, respectively, in addition to the fair 
value adjustments referred to above.

  PPUC Rate Matters

          In December 1996, Pennsylvania enacted "The Electricity 
Generation Customer Choice and Competition Act," which permitted 
customers, including Penn's customers, to choose their electric 
generation supplier, while transmission and distribution services 
will continue to be supplied by their current providers. In June 
1998, the PPUC authorized a rate-restructuring plan for Penn in 
accordance with this law, which superseded the regulatory plan which 
had been in place for Penn since 1996 and essentially resulted in the 
deregulation of Penn's generation business as of June 30, 1998. Penn 
was required to remove from its balance sheet all regulatory assets 
and liabilities related to its generation business and assess all 
other assets for impairment. The Securities and Exchange Commission 
(SEC) issued interpretive guidance regarding asset impairment 
measurement which concluded that any supplemental regulated cash 
flows such as a competitive transition charge (CTC) should be 
excluded from the cash flows of assets in a portion of the business 
not subject to regulatory accounting practices. If those assets are 
impaired, a regulatory asset should be established if the costs are 
recoverable through regulatory cash flows. Consistent with the SEC 
guidance, Penn reduced its nuclear generating unit investments by 
approximately $305 million, of which approximately $227 million was 
recognized as a regulatory asset to be recovered through a CTC over a 
seven-year transition period; the remaining net amount of $78 million 
was written off. The charge of $51.7 million ($30.5 million after 
income taxes) for discontinuing the application of SFAS 71 to Penn's 
generation business was recorded as an extraordinary item on the 
Company's, OE's and Penn's respective Statement of Income.

          Customer choice will be phased in over two years with 66% 
of each customer class able to choose alternative suppliers of 
generation on January 2, 1999, and all remaining customers having 
choice as of January 2, 2000. Under the plan, Penn continues to 
deliver power to homes and businesses through its transmission and 
distribution system, which remains regulated by the PPUC. Penn is 
also selling electricity and energy-related services in its own 
territory and throughout Pennsylvania as an alternative supplier 
through its nonregulated subsidiary, Penn Power Energy, Inc. Penn's 
rates have been restructured to establish separate charges for 
transmission and distribution; generation, which is subject to 
competition; and stranded cost recovery. In the event customers 
obtain power from an alternative source, the generation portion of 
Penn's rates will be excluded from their bill and the customers will 
receive a generation charge from the alternative supplier. The 
stranded cost recovery portion of rates provides for recovery of 
certain amounts not otherwise considered recoverable in a competitive 
generation market, including regulatory assets. Penn is entitled to 
recover $234 million of stranded costs through a competitive 
transition charge that starts in 1999 and ends in 2005.

  FERC Rate Matters

          Rates for wholesale customers are regulated by the FERC. 
The FirstEnergy merger was approved by the FERC on October 29, 1997, 
and the Companies have operated as a single utility system since 
December 1997. An open access transmission tariff and joint dispatch 
agreement for the FirstEnergy system are currently in effect, subject 
to refund, pending the outcome of hearings before the FERC. A 
decision is expected on this proceeding in early 1999.

          In October 1998, the Company announced plans to transfer 
the Companies' transmission assets into a new subsidiary, American 
Transmission Systems, Inc., with the transfer expected to be 
finalized in 1999. The new subsidiary represents a first step toward 
the goal of establishing or becoming part of a larger independent 
transmission company (TransCo). The Company believes that a TransCo 
better addresses the FERC's stated transmission objectives of 
providing non-discriminatory service, while providing for streamlined 
and cost-efficient operation. In working toward the goal of forming a 
larger regional transmission entity, the Company, American Electric 
Power, Virginia Power and Consumers Energy announced in November 1998 
that they would prepare a FERC filing during the first part of 1999 
for such a regional transmission entity. The entity would be designed 
to meet the goals of reducing transmission costs that result when 
transferring power over several transmission systems, ensuring 
transmission reliability and providing non-discriminatory access to 
the transmission grid.

  Fuel Recovery Procedures

          In accordance with their respective plans, OE's, CEI's and 
TE's fuel recovery rates have been frozen, subject only to limited 
periodic adjustments. The respective rates are adjusted annually 
based on changes in the GDP Implicit Price Deflator, unless 
significant changes in environmental, regulatory or tax laws or 
regulations increase or decrease the cost of fuel. Such changes in 
laws, regulations and/or taxes would require PUCO approval in order 
to be reflected as an adjustment to the Electric Fuel Component (EFC) 
rate.

          Furthermore, for the period through June 30, 2000, the OE 
EFC rate will be limited to the average fuel cost rate of certain 
utilities within the state. Commencing July 1, 2000, the OE EFC rate 
will be limited to between 97% to 99% of the average fuel cost rate 
of three of these companies. The average fuel cost rate for these 
three utilities may be adjusted by the PUCO to reflect any 
significant changes in the Phase II environmental compliance plans of 
such companies involving capital additions or equipment utilization.

          On March 1, 2000, the respective EFC rates in effect for 
CEI and TE will be reduced to reflect the elimination of annual fixed 
charges related to a Bruce Mansfield Plant coal supply contract (see 
"Fuel Supply"), which amounts to $13.96 million for CEI and 
$8.74 million for TE. The resulting reduced EFC rates would be used 
as the basis for the annual GDP adjustment, but, in no event, would 
either company's annual EFC rate exceed 1.465 cents per kWh during 
the plan period.

          Under its 1996 plan, Penn eliminated its energy cost rate 
for the recovery of fuel and net purchased power costs as a separate 
component of customer charges. Energy costs were rolled into Penn's 
base electric rates at their projected 1996-1997 level.

Capital Requirements

          The Company and the Companies' respective capital 
expenditures for the years 1998 through 2003, excluding nuclear fuel, 
are shown on the following table. Such costs included expenditures 
for the betterment of existing facilities and for the construction of 
transmission lines, distribution lines, substations and other 
additions. See "Environmental Matters" below with regard to possible 
environment-related expenditures not included in the forecast.

<TABLE>
<CAPTION<
               1998    1999-2003 Capital Expenditures Forecast
                       ---------------------------------------
              Actual       1999      2000-2003           Total
              ------       ----      ---------           -----
                            (In millions)
<S>           <C>         <C>          <C>             <C>
  OE          $150        $141         $  715          $  856
  Penn          16          28            139             167
  CEI           72         150            551             701
  TE            46          58            199             257
  Company       64         179             84             263
              ----        ----        ------          ------
  Total       $348        $556         $1,688          $2,244

</TABLE>

          During the 1999-2003 period, maturities of, and sinking 
fund requirements for, long-term debt and preferred stock of the 
Companies and the Company's other subsidiaries are:


<TABLE>
<CAPTION>
                            Preferred Stock and Long-Term Debt
                              1999-2003 Redemption Schedule
                          ---------------------------------------
                              1999     2000-2003      Total
                              ----     ---------      -----
                                    (In millions)
<S>                           <C>       <C>          <C>
  OE                          $418      $  730       $1,148
  Penn                           1          68           69
  CEI                          178         708          886
  TE                           106         369          475
  Other subsidiaries             9          20           29
                              ----      ------       ------
  Total                       $712      $1,895       $2,607

</TABLE>


          OE's and Penn's nuclear fuel purchases are financed through 
OES Fuel (a wholly owned subsidiary of OE) commercial paper and 
loans, both of which are supported by a $180.5 million long-term bank 
credit agreement. CEI and TE severally lease their respective 
portions of nuclear fuel and pay for the fuel as it is consumed. The 
Companies' respective investments for additional nuclear fuel, and 
nuclear fuel investment reductions as the fuel is consumed, during 
the 1999-2003 period are represented in the following table. The 
table also shows the Companies' operating lease commitments, net of 
capital trust cash receipts for the 1999-2003 period. The Companies 
recover the cost of nuclear fuel consumed and operating leases 
through their electric rates.

<TABLE>
<CAPTION>
                                                                            Other Net
               Nuclear Fuel 1999-2003 Forecasts                    Operating Lease Commitments
           ------------------------------------------
                New Investments            Fuel Burn                     1999-2003 Schedule
           -------------------------  ----------------------       ---------------------------
            1999   2000-2003   Total  1999  2000-2003  Total        1999    2000-2003    Total
            ----   ---------   -----  ----  ---------  -----        ----    ---------    -----
                                           (In millions)
<S>         <C>     <C>       <C>     <C>     <C>      <C>          <C>        <C>        <C>
OE          $20     $119      $139    $29     $111     $140         $ 82       $282       $364
Penn          3       25        28      6       23       29           --          1          1
CEI          14      116       130     32      117      149            7         33         40
TE            9       93       102     26       94      120           70        290        360
            ---     ----      ----    ---     ----     ----         ----       ----       ----
Total       $46     $353      $399    $93     $345     $438         $159       $606       $765

</TABLE>



          Short-term borrowings outstanding at December 31, 1998, 
consisted of $134.5 million of bank borrowings (OE-$129.5 and FE 
Facilities - $5.0) and $120.0 million of OES Capital, Incorporated 
commercial paper. OES Capital is a wholly owned subsidiary of OE 
whose borrowings are secured by customer accounts receivable. OES 
Capital can borrow up to $120 million under a receivables financing 
agreement at rates based on certain bank commercial paper. The 
Company and its utility operating subsidiaries also had $147 million 
(Company-$100 million and OE-$47 million) available under revolving 
lines of credit as of December 31, 1998. The Company plans to 
transfer any of its borrowings under its $100 million line of credit 
to CEI and/or TE. In addition, Penn had a $2 million bank facility 
available that provides for borrowings on a short-term basis at the 
bank's discretion.

          Based on their present plans, the Companies could provide 
for their cash requirements in 1999 from the following sources: funds 
to be received from operations; available cash and temporary cash 
investments (approximate amounts as of December 31, 1998: Company's 
nonutility subsidiaries-$25 million, OE-$22 million, Penn-$7 million, 
CEI-$20 million and TE-$4 million); the issuance of long-term debt 
(for refunding purposes) and funds available under revolving credit 
arrangements.

          The extent and type of future financings will depend on the 
need for external funds as well as market conditions, the maintenance 
of an appropriate capital structure and the ability of the Companies 
to comply with coverage requirements in order to issue first mortgage 
bonds and preferred stock. The Companies will continue to monitor 
financial market conditions and, where appropriate, may take 
advantage of economic opportunities to refund debt and preferred 
stock to the extent that their financial resources permit.

          The coverage requirements contained in the first mortgage 
indentures under which the Companies issue first mortgage bonds 
provide that, except for certain refunding purposes, the Companies 
may not issue first mortgage bonds unless applicable net earnings 
(before income taxes), calculated as provided in the indentures, for 
any period of twelve consecutive months within the fifteen calendar 
months preceding the month in which such additional bonds are issued, 
are at least twice annual interest requirements on outstanding first 
mortgage bonds, including those being issued. Under OE's first 
mortgage indenture, the availability of property additions is more 
restrictive than the earnings test at the present time and would 
limit the amount of first mortgage bonds issuable against property 
additions to $377 million. OE is currently able to issue $857 million 
principal amount of first mortgage bonds against previously retired 
bonds without the need to meet the above restrictions. Under Penn's 
first mortgage indenture, other requirements also apply and are more 
restrictive than the earnings test at the present time. Penn is 
currently able to issue $255 million principal amount of first 
mortgage bonds, with up to $120 million of such amount issuable 
against property additions; the remainder could be issued against 
previously retired bonds. Purchase accounting revaluation applied to 
CEI's and TE's net assets under the merger reduced CEI's and TE's 
available bondable property so that first mortgage bonds cannot 
currently be issued against property additions. CEI and TE can issue 
$156 million and $117 million, respectively, principal amount of 
first mortgage bonds against previously retired bonds.

          OE's, Penn's and TE's respective articles of incorporation 
prohibit the sale of preferred stock unless applicable gross income, 
calculated as provided in the articles of incorporation, is equal to 
at least 1-1/2 times the aggregate of the annual interest 
requirements on indebtedness and annual dividend requirements on 
preferred stock outstanding immediately thereafter. Based upon 
earnings for 1998 and an assumed dividend rate of 8.25%, OE and Penn 
would be permitted, under the earnings coverage test contained in 
their respective charters, to issue at least $1.6 billion and 
$175 million of preferred stock, respectively. Based on its 1998 
earnings, TE could issue $296 million of additional preferred stock. 
There are no restrictions on CEI's ability to issue preferred stock.

          To the extent that coverage requirements or market 
conditions restrict the Companies' abilities to issue desired amounts 
of first mortgage bonds or preferred stock, the Companies may seek 
other methods of financing. Such financings could include the sale of 
preferred and/or preference stock or of such other types of 
securities as might be authorized by applicable regulatory 
authorities which would not otherwise be sold and could result in 
annual interest charges and/or dividend requirements in excess of 
those that would otherwise be incurred.

Central Area Power Coordination Group (CAPCO)

          In September 1967, the CAPCO companies, which consists of 
the Companies and Duquesne Light Company (Duquesne), announced a 
program for joint development of power generation and transmission 
facilities. Included in the program are Unit 7 at the W. H. Sammis 
Plant, Unit 5 at the Eastlake Plant, Units 1, 2 and 3 at the Bruce 
Mansfield Plant, Units 1 and 2 at the Beaver Valley Power Station, 
the Perry Nuclear Power Plant and the Davis-Besse Nuclear Power 
Station, each now in service.

          The present CAPCO Basic Operating Agreement provides, among 
other things, for coordinated maintenance responsibilities among the 
CAPCO companies, a limited and qualified mutual backup arrangement in 
the event of outage of CAPCO units and certain capacity and energy 
transactions among the CAPCO companies.

          The agreements among the CAPCO companies generally treat OE 
and Penn as a single system as between them and the other three CAPCO 
companies, but, in agreements between the CAPCO companies and others, 
all five companies are treated as separate entities. Subject to any 
rights that might arise among the CAPCO companies as such, each 
member company, severally and not jointly, is obligated to pay only 
its proportionate share of the costs associated with the facilities 
and the cost of required fuel. The CAPCO companies have agreed that 
any modification of their arrangements or of their agreed-upon 
programs requires their unanimous consent. Should any member become 
unable to continue to pay its share of the costs associated with a 
CAPCO facility, each of the other CAPCO companies could be adversely 
affected in varying degrees because it may become necessary for the 
remaining members to assume such costs for the account of the 
defaulting member.

          Under the agreements governing the construction and 
operation of CAPCO generating units, the responsibility is assigned 
to a specific CAPCO company. FENOC has such responsibilities for 
Perry and Davis-Besse, CEI for Eastlake Unit 5, Duquesne is 
responsible for Beaver Valley Units 1 and 2, OE for Sammis Unit 7 and 
Penn for Bruce Mansfield Units 1, 2 and 3. The Companies monitor 
activities in connection with Beaver Valley Units 1 and 2 but must 
rely to a significant degree on Duquesne for necessary information. 
The Companies in their oversight role as a practical matter cannot be 
privy to every detail; it is Duquesne that must directly supervise 
activities and then exercise its reporting responsibilities to the 
co-owners. The Companies critically review the information given to 
it by Duquesne, but they cannot be absolutely certain that things 
they would have considered significant have been reported or that 
they always would have reached exactly the same conclusion about 
matters that are reported. In addition, the time that is necessarily 
part of the compiling and analyzing process creates a lag between the 
occurrence of events and the time the Companies become aware of their 
significance.

          On October 15, 1998, the Company announced that it signed 
an agreement in principle with Duquesne that would result in the 
transfer of 1,436 megawatts owned by Duquesne at eight CAPCO 
generating units in exchange for 1,328 megawatts at three non-CAPCO 
power plants owned by the Companies. A definitive agreement on the 
exchange of assets, which will be structured as a tax-free 
transaction to the extent possible, will provide the Companies with 
exclusive ownership and operating control of all CAPCO generating 
units. Duquesne will fund decommissioning costs equal to its 
percentage interest in the three nuclear generating units to be 
transferred. The asset transfer is expected to take twelve to 
eighteen months to close. Under the agreement in principle, the CAPCO 
arrangement discussed above will terminate upon transfer of the 
assets.

Nuclear Regulation

          The construction and operation of nuclear generating units 
are subject to the regulatory jurisdiction of the Nuclear Regulatory 
Commission (NRC) including the issuance by it of construction permits 
and operating licenses. The NRC's procedures with respect to 
application for construction permits and operating licenses afford 
opportunities for interested parties to request public hearings on 
health, safety, environmental and antitrust issues. In this 
connection, the NRC may require substantial changes in operation or 
the installation of additional equipment to meet safety or 
environmental standards with resulting delay and added costs. The 
possibility also exists for modification, denial or revocation of 
licenses or permits. Davis-Besse was placed in commercial operation 
in 1977, and its operating license expires in 2017. Beaver Valley 
Unit 1 was placed in commercial operation in 1976, and its operating 
license expires in 2016. Perry Unit 1 and Beaver Valley Unit 2 were 
placed in commercial operation in 1987, and their operating licenses 
expire in 2026 and 2027, respectively.

          The NRC has promulgated and continues to promulgate 
regulations related to the safe operation of nuclear power plants. 
The Companies cannot predict what additional regulations will be 
promulgated or design changes required or the effect that any such 
regulations or design changes, or the consideration thereof, may have 
upon Beaver Valley, Davis-Besse and Perry. Although the Companies 
have no reason to anticipate an accident at any nuclear plant in 
which they have an interest, if such an accident did happen, it could 
have a material but currently undeterminable adverse effect on the 
Company's consolidated financial position. In addition, such an 
accident at any operating nuclear plant, whether or not owned by the 
Companies, could result in regulations or requirements that could 
affect the operation or licensing of plants that the Companies do own 
with a consequent but currently undeterminable adverse impact, and 
could affect the Companies' abilities to raise funds in the capital 
markets.

Nuclear Insurance

          The Price-Anderson Act limits the public liability which 
can be assessed with respect to a nuclear power plant to $9.7 billion 
(assuming 108 units licensed to operate) for a single nuclear 
incident, which amount is covered by: (i) private insurance amounting 
to $200 million; and (ii) $9.5 billion provided by an industry 
retrospective rating plan required by the NRC pursuant thereto. Under 
such retrospective rating plan, in the event of a nuclear incident at 
any unit in the United States resulting in losses in excess of 
private insurance, up to $88.1 million (but not more than $10 million 
per unit per year in the event of more than one incident) must be 
contributed for each nuclear unit licensed to operate in the country 
by the licensees thereof to cover liabilities arising out of the 
incident. Based on their present ownership and leasehold interests in 
Beaver Valley, Perry and Davis-Besse, the Companies' maximum 
potential assessment under these provisions (assuming Duquesne were 
to contribute its proportionate share of any assessments under the 
retrospective rating plan) would be $286.3 million (OE-$94.2 million, 
Penn-$20.0 million, CEI-$94.2 million and TE-$77.9 million) per 
incident but not more than $32.5 million (OE-$10.7 million, Penn-
$2.3 million, CEI-$10.7 million and TE-$8.8 million) in any one year 
for each incident.

          In addition to the public liability insurance provided 
pursuant to the Price-Anderson Act, the Companies have also obtained 
insurance coverage in limited amounts for economic loss and property 
damage arising out of nuclear incidents. The Companies are members of 
Nuclear Electric Insurance Limited (NEIL) which provides coverage 
(NEIL I) for the extra expense of replacement power incurred due to 
prolonged accidental outages of nuclear units. Under NEIL I, the 
Companies have policies, renewable yearly, corresponding to their 
respective interests in Beaver Valley, Perry and Davis-Besse, which 
provide an aggregate indemnity of up to approximately $1.22 billion 
(OE-$239 million, Penn-$69 million, CEI-$558 million and TE-
$354 million) for replacement power costs incurred during an outage 
after an initial 17-week waiting period. Members of NEIL I pay annual 
premiums and are subject to assessments if losses exceed the 
accumulated funds available to the insurer. The Companies' present 
maximum aggregate assessment for incidents at any covered nuclear 
facility occurring during a policy year would be approximately 
$8.4 million (OE-$1.7 million, Penn-$.5 million, CEI-$3.8 million and 
TE-$2.4 million).

          The Companies are insured as to their respective interests 
in Beaver Valley, Perry and Davis-Besse under property damage 
insurance provided by NEIL to the operating company for each plant. 
Under these arrangements, $2.75 billion of coverage for 
decontamination costs, decommissioning costs, debris removal and 
repair and/or replacement of property is provided for Beaver Valley, 
Perry and Davis-Besse. The Companies pay annual premiums for this 
coverage and are liable for retrospective assessments of up to 
approximately $31.5 million (OE-$10.9 million, Penn-$2.2 million, 
CEI-$10.3 million and TE-$8.1 million) during a policy year.

          The Companies intend to maintain insurance against nuclear 
risks as described above as long as it is available. To the extent 
that replacement power, property damage, decontamination, 
decommissioning, repair and replacement costs and other such costs 
arising from a nuclear incident at any of the Companies' plants 
exceed the policy limits of the insurance in effect with respect to 
that plant, to the extent a nuclear incident is determined not to be 
covered by the Companies' insurance policies, or to the extent such 
insurance becomes unavailable in the future, the Companies would 
remain at risk for such costs.

          The NRC requires nuclear power plant licensees to obtain 
minimum property insurance coverage of $1.06 billion or the amount 
generally available from private sources, whichever is less. The 
proceeds of this insurance are required to be used first to ensure 
that the licensed reactor is in a safe and stable condition and can 
be maintained in that condition so as to prevent any significant risk 
to the public health and safety. Within 30 days of stabilization, the 
licensee is required to prepare and submit to the NRC a cleanup plan 
for approval. The plan is required to identify all cleanup operations 
necessary to decontaminate the reactor sufficiently to permit the 
resumption of operations or to commence decommissioning. Any property 
insurance proceeds not already expended to place the reactor in a 
safe and stable condition must be used first to complete those 
decontamination operations that are ordered by the NRC. The Companies 
are unable to predict what effect these requirements may have on the 
availability of insurance proceeds to the Companies for the 
Companies' bondholders.

Environmental Matters

          Various federal, state and local authorities regulate the 
Companies with regard to air and water quality and other 
environmental matters. The Companies have estimated capital 
expenditures for environmental compliance of approximately 
$400 million, which is included in the construction estimate given 
under "Capital Requirements" for 1999 through 2003.

  Air Regulation

          Under the provisions of the Clean Air Act of 1970, both the 
State of Ohio and the Commonwealth of Pennsylvania adopted ambient 
air quality standards, and related emission limits, including limits 
for sulfur dioxide (SO2) and particulates. In addition, the U.S. 
Environmental Protection Agency (EPA) promulgated an SO2 regulatory 
plan for Ohio which became effective for OE's, CEI's and TE's plants 
in 1977. Generating plants to be constructed in the future and some 
future modifications of existing facilities will be covered not only 
by the applicable state standards but also by EPA emission 
performance standards for new sources. In both Ohio and Pennsylvania 
the construction or modification of emission sources requires 
approval from appropriate environmental authorities, and the 
facilities involved may not be operated unless a permit or variance 
to do so has been issued by those same authorities.

          The Companies are in compliance with the current SO2 and 
nitrogen oxides (NOx) reduction requirements under the Clean Air Act 
Amendments of 1990. SO2 reductions in 1999 will be achieved by 
burning lower-sulfur fuel, generating more electricity from lower-
emitting plants, and/or purchasing emission allowances. Plans for 
complying with reductions required for the year 2000 and thereafter 
have not been finalized. In September 1998, the EPA finalized 
regulations requiring additional NOx reductions from the Companies' 
Ohio and Pennsylvania facilities by May 2003. The EPA's NOx Transport 
Rule imposes uniform reductions of NOx emissions across a region of 
twenty-two states and the District of Columbia, including Ohio and 
Pennsylvania, based on a conclusion that such NOx emissions are 
contributing significantly to ozone pollution in the eastern United 
States. By September 1999, each of the twenty-two states are required 
to submit revised State Implementation Plans (SIP) which comply with 
individual state NOx budgets established by the EPA. These state NOx 
budgets contemplate an 85% reduction in utility plant NOx emissions 
from 1990 emissions. A proposed Federal Implementation Plan 
accompanied the NOx Transport Rule and may be implemented by the EPA 
in states which fail to revise their SIP. In a separate but related 
action, eight states filed petitions with the EPA under Section 126 
of the Clean Air Act seeking reductions of NOx emissions which are 
alleged to contribute to ozone pollution in the eight petitioning 
states. The EPA suggests that the Section 126 petitions will be 
adequately addressed by the NOx Transport Program, but a September 
1998 proposed rulemaking established an alternative program which 
would require nearly identical 85% NOx reductions at the Companies' 
Ohio and Pennsylvania plants by May 2003 in the event implementation 
of the NOx Transport Rule is delayed. The Companies continue to 
evaluate their compliance plans and other compliance options and 
currently estimate the additional capital expenditures for NOx 
reductions may reach $500 million.

          The Companies are required to meet federally approved SO2 
regulations. Violations of such regulations can result in shutdown of 
the generating unit involved and/or civil or criminal penalties of up 
to $25,000 for each day the unit is in violation. The EPA has an 
interim enforcement policy for SO2 regulations in Ohio that allows 
for compliance based on a 30-day averaging period. The Companies 
cannot predict what action the EPA may take in the future with 
respect to proposed regulations or the interim enforcement policy.

          In July 1997, EPA promulgated changes in the National 
Ambient Air Quality Standard (NAAQS) for ozone and proposed a new 
NAAQS for previously unregulated ultra-fine particulate matter. The 
cost of compliance with these regulations may be substantial and 
depends on the manner in which they are implemented by the states in 
which the Companies operate affected facilities.

  Water Regulation

          Various water quality regulations, the majority of which 
are the result of the federal Clean Water Act and its amendments, 
apply to the Companies' plants. In addition, Ohio and Pennsylvania 
have water quality standards applicable to the Companies' operations. 
As provided in the Clean Water Act, authority to grant federal 
National Pollutant Discharge Elimination System (NPDES) water 
discharge permits can be assumed by a state. Ohio and Pennsylvania 
have assumed such authority.

  Waste Disposal

          As a result of the Resource Conservation and Recovery Act 
of 1976, as amended, and the Toxic Substances Control Act of 1976, 
federal and state hazardous waste regulations have been promulgated. 
Certain fossil-fuel combustion waste products, such as coal ash, were 
exempted from hazardous waste disposal requirements pending EPA's 
evaluation of the need for future regulation. EPA has issued its 
final regulatory determination that regulation of coal ash as a 
hazardous waste is unnecessary.

          CEI and TE have been named as "potentially responsible 
parties" (PRPs) at waste disposal sites which may require cleanup 
under the Comprehensive Environmental Response, Compensation and 
Liability Act of 1980. Federal law provides that all PRPs for a 
particular site be held liable on a joint and several basis. CEI and 
TE have accrued a liability totaling $5.8 million at December 31, 
1998 based on estimates of the costs of cleanup and the proportionate 
responsibility of other PRPs for such costs. CEI and TE believe that 
waste disposal costs will not have a material adverse effect on their 
financial condition, cash flows or results of operations.

          In 1980, Congress passed the Low-Level Radioactive Waste 
Policy Act which provides that the disposal of low-level radioactive 
waste is the responsibility of the state where such waste is 
generated. The Act encourages states to form compacts among 
themselves to develop regional disposal facilities. Failure by a 
state or compact to begin implementation of a program could result in 
access denial to the two facilities currently accepting low-level 
radioactive waste. Ohio is part of the Midwest Compact and has 
responsibility for siting and constructing a disposal facility. On 
June 26, 1997, the Midwest Compact Commission (Compact) voted to 
cease all siting activities in the host state of Ohio and to 
dismantle the Ohio Low-Level Radioactive Waste Facility Development 
Authority, the statutory agency charged with siting and constructing 
the low-level radioactive waste disposal facility. While the Compact 
remains intact, it has no plans to site or construct a low-level 
radioactive waste disposal facility in the Midwest. The Companies 
continue to ship low-level radioactive waste from their nuclear 
facilities to the Barnwell, South Carolina waste disposal facility.
  Summary

          Environmental controls are still in the process of 
development and require, in many instances, balancing the needs for 
additional quantities of energy in future years and the need to 
protect the environment. As a result, the Companies cannot now 
estimate the precise effect of existing and potential regulations and 
legislation upon any of their existing and proposed facilities and 
operations or upon their ability to issue additional first mortgage 
bonds under their respective mortgages. These mortgages contain 
covenants by the Companies to observe and conform to all valid 
governmental requirements at the time applicable unless in course of 
contest, and provisions which, in effect, prevent the issuance of 
additional bonds if there is a completed default under the mortgage. 
The provisions of each of the mortgages, in effect, also require, in 
the opinion of counsel for the respective Companies, that 
certification of property additions as the basis for the issuance of 
bonds or other action under the mortgages be accompanied by an 
opinion of counsel that the company certifying such property 
additions has all governmental permissions at the time necessary for 
its then current ownership and operation of such property additions. 
The Companies intend to contest any requirements they deem 
unreasonable or impossible for compliance or otherwise contrary to 
the public interest. Developments in these and other areas of 
regulation may require the Companies to modify, supplement or replace 
equipment and facilities, and may delay or impede the construction 
and operation of new facilities, at costs which could be substantial.

Fuel Supply

          The Companies' sources of generation during 1998 were:

<TABLE>
<CAPTION>
                           Coal     Nuclear
                           ----     -------
<S>                       <C>        <C>
OE                        81.9%      18.1%
Penn                      76.9%      23.1%
CEI                       65.3%      34.7%
TE                        47.9%      52.1%

</TABLE>


          The Companies have long-term coal contracts providing for 
annual tons of approximately: OE - 6,008,000; Penn - 1,241,000; CEI -
4,146,000; and TE - 623,000. These contracts include the Companies' 
portion of the coal purchase contract relating to the Bruce Mansfield 
Plant discussed below. This contract coal is produced primarily from 
mines located in Ohio, Pennsylvania, Kentucky, Wyoming and West 
Virginia; the contracts expire at various times through December 31, 
2003.

          The Companies estimate their 1999 coal requirements to be 
approximately 17,005,000 tons (including their respective shares of 
the coal requirements of CAPCO's Eastlake Unit 5, Sammis Unit 7 and 
the Bruce Mansfield Plant). See "Environmental Matters" for factors 
pertaining to meeting environmental regulations affecting coal-fired 
generating units.

          The Companies have each severally guaranteed (OE's, CEI's, 
TE's and Penn's composite percentages being approximately 46.8%, 
17.6%, 10.3% and 6.7%, respectively) certain debt and lease 
obligations in connection with a coal supply contract for the Bruce 
Mansfield Plant (see "Commitments, Guarantees and Contingencies" 
notes to the respective financial statements). As of December 31, 
1998, the Companies' shares of the guarantees were $43.2 million. The 
price under the coal supply contract, which includes certain minimum 
payments, has been determined to be sufficient to satisfy the debt 
and lease obligations. This contract expires December 31, 1999.

          The Companies' fuel costs (excluding disposal costs) for 
each of the five years ended December 31, 1998, were as follows:

<TABLE>
<CAPTION>

                                         1998  1997  1996  1995  1994
                                         ----  ----  ----  ----  ----
<S>                                     <C>   <C>   <C>   <C>   <C>
Cost of fuel consumed per million BTUs:
Coal:      OE                           $1.33 $1.31 $1.33 $1.37 $1.36
           Penn                          1.35  1.27  1.31  1.30  1.34
           CEI                           1.50  1.41  1.50  1.56  1.50
           TE                            1.46  1.54  1.79  1.86  1.76
Nuclear:   OE                           $ .55 $ .58 $ .66 $ .79 $ .94
           Penn                           .54   .61   .64   .77   .88
           CEI                            .63   .76   .84   .98   .98
           TE                             .54   .66   .74   .91   .92
Average fuel cost per kilowatt-hour 
generated (cents):
           OE                            1.19  1.17  1.20  1.27  1.31
           Penn                          1.16  1.17  1.15  1.20  1.29
           CEI                           1.20  1.23  1.35  1.42  1.35
           TE                            1.03  1.06  1.26  1.32  1.35

</TABLE>

          OES Fuel is the sole lessor for OE's and Penn's nuclear 
fuel requirements (see "Capital Requirements" and Note 3G of Notes to 
OE's Consolidated Financial Statements). Nuclear fuel is currently 
financed for CEI and TE through leases with a special-purpose 
corporation.

          The Company has contracts for uranium material through 2000 
and conversion services through 2001. The enrichment services are 
contracted for the majority of the enrichment requirements for 
nuclear fuel through 2005. Fabrication services for fuel assemblies 
are contracted for the next four reloads for Beaver Valley Unit 1, 
three reloads for Beaver Valley Unit 2 (through approximately 2005 
and 2006, respectively), the next four reloads for Davis-Besse 
(through approximately 2004) and through the life of the plant for 
Perry (through approximately 2026). In addition to the existing 
commitments, the Company intends to make additional arrangements for 
the supply of uranium and for the subsequent conversion, enrichment, 
fabrication, and waste disposal services.

          Due to the present lack of availability of domestic 
reprocessing services, to the continuing absence of any program to 
begin development of such reprocessing capability and questions as to 
the economics of reprocessing, nuclear fuel costs are calculated 
based on the assumption that spent fuel will not be reprocessed. On-
site spent fuel storage facilities are expected to be adequate for 
Perry through 2010; facilities at Beaver Valley Units 1 and 2 are 
expected to be adequate through 2016 and 2012, respectively. After 
scheduled plant modifications are completed in 2002, Davis-Besse will 
have adequate storage through 2020. After on-site storage capacity is 
exhausted, additional storage capacity will have to be obtained which 
could result in significant additional costs unless reprocessing 
services, interim off-site disposal, or permanent waste disposal 
facilities become available. The Federal Nuclear Waste Policy Act of 
1982 provides for the construction of facilities for the disposal of 
high-level nuclear wastes, including spent fuel from nuclear power 
plants operated by electric utilities; however, the selection of a 
suitable site has become embroiled in the political process. Duquesne 
and the Company have contracts with the U.S. Department of Energy 
(DOE) for the disposal of spent fuel from Beaver Valley, Perry and 
Davis-Besse. On December 17, 1996, the DOE notified the Companies 
that it would be unable to begin acceptance of spent fuel for 
disposal by January 31, 1998 as mandated by Section 302(a)(5)(B) of 
the Nuclear Waste Policy Act (NPA). The permanent disposal facility 
is currently projected to start receiving spent fuel in 2010. The 
Companies along with over 40 other nuclear utilities and more than 50 
state agencies have asked for federal court approval to stop payments 
into the Nuclear Waste Fund and for an order requiring DOE to take 
immediate action to accept delivery of spent nuclear fuel.

System Capacity and Reserves

          The respective 1998 net maximum hourly demand on each of 
the Companies was OE-6,130,000 kilowatts (kW) (including 387,000 kW 
of firm power sales which extend through 2005 as discussed under 
"Competition") on June 24, 1998; Penn-918,000 kW on June 22, 1998; 
CEI-4,248,000 kW (including 12,000 kW of firm power sales which 
extend through 2005 as discussed under "Competition") on July 21, 
1998; and TE-1,978,000 kW on July 21, 1998.

          Based on existing capacity plans, the load forecast made in 
December 1998 and anticipated term power sales to other utilities, 
the capacity margins during the 1999-2003 period are expected to 
range from about 10% to 12% for the FirstEnergy system.

Regional Reliability

          The Companies participate with 24 other electric companies 
operating in nine states in the East Central Area Reliability 
Coordination Agreement (ECAR), which was organized for the purpose of 
furthering the reliability of bulk power supply in the area through 
coordination of the planning and operation by the ECAR members of 
their bulk power supply facilities. The ECAR members have established 
principles and procedures regarding matters affecting the reliability 
of the bulk power supply within the ECAR region. Procedures have been 
adopted regarding: i) the evaluation and simulated testing of 
systems' performance; ii) the establishment of minimum levels of 
daily operating reserves; iii) the development of a program regarding 
emergency procedures during conditions of declining system frequency; 
and iv) the basis for uniform rating of generating equipment.

Competition

          The Companies compete with other utilities for intersystem 
bulk power sales and for sales to municipalities and cooperatives. 
The Companies compete with suppliers of natural gas and other forms 
of energy in connection with their industrial and commercial sales 
and in the home climate control market, both with respect to new 
customers and conversions, and with all other suppliers of 
electricity. To date, there has been no substantial cogeneration by 
the Companies' customers.

          Technological advances and regulatory changes are driving 
forces toward increasing competition in the energy market. 
Pennsylvania legislation, which phases in customer choice for their 
electricity generation supplier to 66% of Pennsylvania's residents in 
January 1999 and the remaining customers in January 2000 (see 
"Utility Regulation--PPUC Rate Matters") is one such regulatory 
change. In addition, many large electricity users continue to push 
for some form of retail wheeling, which would enable retail customers 
to purchase electricity from producers other than the local utility. 
In February 1996, the PUCO approved a change allowing large 
industrial customers that have interruptible service contracts to buy 
their power from other sources when they have been advised by their 
local utility that service will be interrupted. In early 1998, a 
proposal for the deregulation of Ohio's investor-owned electric 
utility industry was introduced, leading to the creation of a working 
group to recommend legislation. As requested by state legislative 
leadership, investor-owned utilities introduced a deregulation plan 
with objectives to (1) treat all major stakeholders in Ohio's 
electric system fairly; (2) protect public schools and local 
governments from revenue loss; and (3) allow utilities an opportunity 
to recover costs of government-mandated investments. The utilities 
have submitted proposals which incorporate these objectives and also 
recognize the complexity of restructuring the industry. Currently, 
the working group, comprised of legislative leaders, representatives 
of the electric utility companies and other interested stakeholders 
are meeting to discuss and mold these proposals. Most recently, 
placeholder bills containing statements of principle (that will be 
replaced by specific proposals as they are agreed upon) have been 
introduced. Legislative leaders have placed a high priority on 
enacting a deregulation bill by mid-year 1999.

          In an effort to more fully utilize their facilities and 
hold down rates to their other customers, OE and Penn have entered 
into a long-term power sales agreement with another utility. 
Currently, OE and Penn are selling 450,000 kW annually under this 
contract through December 31, 2005. OE and Penn have the option to 
reduce this commitment by 150,000 kW, with three years' advance 
notice. In addition, CEI has entered into a long-term power sales 
contract with another utility and is currently selling up to 
20,000 kW under this contract through December 31, 2002.

Research and Development

          The Companies participate in funding the Electric Power 
Research Institute (EPRI), which was formed for the purpose of 
expanding electric research and development under the voluntary 
sponsorship of the nation's electric utility industry -- public, 
private and cooperative. Its goal is to mutually benefit utilities 
and their customers by promoting the development of new and improved 
technologies to help the utility industry meet present and future 
electric energy needs in environmentally and economically acceptable 
ways. EPRI conducts research on all aspects of electric power 
production and use, including fuels, generating, delivery, energy 
management and conservation, environmental effects and energy 
analysis. The major portion of EPRI research and development projects 
is directed toward practical solutions and their applications to 
problems currently facing the electric utility industry. In 1998, 
approximately 72% of the Companies' research and development 
expenditures were related to EPRI.

Executive Officers

          The executive officers are elected at the annual 
organization meeting of the Board of Directors, held immediately 
after the annual meeting of stockholders, and hold office until the 
next such organization meeting, unless the Board of Directors shall 
otherwise determine, or unless a resignation is submitted.

<TABLE>
<CAPTION>
                                 Position Held During
      Name        Age                Past Five Years                                 Dates
---------------   ---    ----------------------------------------------------    -----------
<S>               <C>    <C>                                                     <C>
W. R. Holland     62     Chairman of the Board and Chief Executive Officer       1997-present
                         Chairman of the Board and Chief Executive Officer-OE    1996-1997
                         President and Chief Executive Officer-OE                *-1996

H. P. Burg        52     President and Chief Operating Officer                   1998-present
                         President and Chief Financial Officer                   1997-1998
                         President, Chief Operating Officer and Chief Financial
                          Officer-OE                                             1996-1997
                         Senior Vice President and Chief Financial Officer-OE    *-1996

A. J. Alexander  47      Executive Vice President and General Counsel            1997-present
                         Executive Vice President and General Counsel-OE         1997-1996
                         Senior Vice President and General Counsel-OE            *-1996

E. T. Carey      56      Vice President - Distribution                           1997-present
                         Vice President--Regional Operations and Customer
                          Service-OE                                             1995-1997
                         Vice President--Marketing and Customer Service
                          Support-OE                                             1994-1995
                         Manager, Performance Initiatives-OE                     *-1994
      
M. B. Carroll   47       Vice President - Corporate Affairs                      1997-present
                         Manager - Sandusky Area-OE                              1994-1997
                         Director, Communications and Mission Services
                          - Providence Hospital                                  *-1994

K. W. Dindo     49       Vice President - Energy Services                        1998-present
                         Vice President and Controller - Caliber-System Inc.     1994-1998
                         Partner - Ernst & Young LLP                             *-1994

D. S. Elliott   44       Vice President - Sales and Marketing                    1997-present
                         Manager - FirstEnergy Services - OE                     1997
                         Manager - Eastern Division - OE                         1996-1997
                         Manager - Youngstown Division - OE                      *-1996

A. R. Garfield  60       Vice President - Business Development                   1997-present
                         Vice President - System Operations - OE                 *-1997

J. A. Gill      62       Senior Vice President - Administrative Services         1998-present
                         Vice President - Administrative Services                1997-1998
                         Vice President - Administration - OE                    *-1997

R. H. Marsh     48       Vice President and Chief Financial Officer              1998-present
                         Vice President - Finance                                1997-1998
                         Treasurer - OE                                          *-1997

G. L. Pipitone  49       Vice President - Fossil Production                      1997-present
                         Vice President - Generation and Transmission - OE       1996-1997
                         Manager - Akron Division - OE                           *-1996

S. F. Szwed     46       Vice President - Transmission                           1997-present
                         Vice President - Engineering & Planning - CSC           1995-1997
                         Director - System Planning & Operations - CSC           *-1995

N. C. Ashcom    51       Corporate Secretary                                     1997-present
                         Secretary - OE                                          1994-1997
                         Assistant Secretary - OE                                *-1994

T. C. Navin     41       Treasurer                                               1998-present
                         Assistant Treasurer                                     1998-1998
                         Director, Treasury Services                             1998-1998
                         Director, Asset Strategy                                1997-1998
                         Staff Business Analyst                                  1997-1997
                         Senior Business Analyst                                 1995-1997
                         Senior Planning Analyst                                 *-1995

H. L. Wagner   46        Controller                                              1997-present
                         Comptroller - OE                                        *-1997

<FN>
Except for W. R. Holland, M. B. Carroll, K. W. Dindo and D. S. Elliott, the officers above hold the 
same offices for FirstEnergy, OE, CEI and TE.

Except for R. Joseph Hrach, A. J. Alexander, J. A. Gill and H. L. Wagner holding the offices of 
President, Vice President and General Counsel, Vice President and Comptroller, respectively, and except 
for H. P. Burg, M. B. Carroll, K. W. Dindo and D. S. Elliott, the officers above hold the same offices 
for Penn.

*Indicates position held at least since January 1, 1994.

</TABLE>

          At December 31, 1998, the Company's nonutility 
subsidiaries and the Companies had a total of 11,918 employees 
consisting of the following:  Company - 1,604, OE - 1,944, CEI - 
1,798, TE - 997, Penn - 888, FE Services - 375, FENOC - 1,159, FE 
Facilities - 3,012 and MARBEL - 141 employees.

ITEM 2.   PROPERTIES

          The Companies' respective first mortgage indentures 
constitute, in the opinion of the Companies' counsel, direct first 
liens on substantially all of the respective Companies' physical 
property, subject only to excepted encumbrances, as defined in the 
indentures. See "Leases" and "Capitalization" notes to the respective 
financial statements for information concerning leases and financing 
encumbrances affecting certain of the Companies' properties.

          The Companies own, individually or together with other 
companies as tenants in common, and/or lease, the generating units 
in service as of March 1, 1999, shown on the table below.

<TABLE>
<CAPTION>
                                    Net Demonstrated
                                      Capacity (MW)  
                                   --------------------
                                             Companies'         OE              Penn             CEI                   TE  
                                                            -----------     -----------    ----------------    ---------------
                           Unit   Total   Entitlement         %     MW       %     MW        %           MW        %          MW
                           ----   -----   -----------         -     --       -     --        -           --        -          --
<S>                       <C>      <C>        <C>            <C>      <C>    <C>     <C>  <C>             <C>      <C>        <C>
Plant - Location
----------------

Coal-Fired Units
----------------

Ashtabula-                5,8,9     332        332           --       --     --      --   100.00%         332       --        --
  Ashtabula, OH
Avon Lake-                6,7,9     717        717           --       --     --      --   100.00%         717       --        --
  Avon Lake, OH (d)
Bay Shore-                 1-4      631        631           --       --     --      --       --           --   100.00%      631
  Toledo, OH
R. E. Burger-              3-5      406        406       100.00%     406     --      --       --           --       --        --
  Shadyside, OH 
Eastlake-Eastlake, OH (e)  1-4      636        636           --       --     --      --   100.00%         636       --        --
                            5       597        411           --       --     --      --    68.80%         411       --        --
Lakeshore-                 18       245        245           --       --     --      --   100.00%         245       --        --
  Cleveland, OH
B. Mansfield-               1       780        552        60.00%     468   4.20%     33     6.50%(b)       51       --        --
  Shippingport, PA (e)      2       780        718        39.30%     307   6.80%     53    28.60%(b)      223    17.30%(b)   135
                            3       800        690        35.60%     285   6.28%     50    24.47%(b)      196    19.91%(b)   159
New Castle-                3-5      333        333           --       -- 100.00%    333       --           --       --        --
  W. Pittsburg, PA (d)
Niles-Niles, OH (d)        1-2      216        216       100.00%     216     --      --       --           --       --        --
W.H. Sammis-               1-6    1,620      1,620       100.00%   1,620     --      --       --           --       --        --
  Stratton, OH (e)           7      600        413        48.00%     288  20.80%    125       --           --       --        --
                                             -----                 -----            ---                 -----                ---
    Total                                    7,920                 3,590            594                 2,811                925
                                             -----                 -----            ---                 -----                ---
Nuclear Units
-------------
Beaver Valley-               1      810        425        35.00%     283  17.50%    142       --           --       --        --
  Shippingport, PA (e)       2      820        707        41.88%(a)  343     --      --    24.47%         201    19.91%(c)   163
Davis-Besse-                 1      883        883           --       --     --      --    51.38%         454    48.62%      429
  Oak Harbor, OH
Perry-                       1    1,194      1,030        30.00%(a)  358  5.24%      63    31.11%         371    19.91%      238
  N. Perry Village, OH (e)                   -----                   ---            ---                 -----                ---
    Total                                    3,045                   984            205                 1,026                830
                                             -----                   ---            ---                 -----                ---
Oil/Gas-Fired/
Pumped Storage Units
Edgewater-Lorain, OH         4      100        100       100.00%     100    --       --       --           --       --        --
Seneca-Warren, PA                   439        351           --       --    --       --    80.00%         351       --        --
West Lorain-
  Lorain, OH                 1      120        120       100.00%     120    --       --       --           --       --        --
Other (d)                           303        303                   139             25                    62                 77
                                            ------                ------            ---                 -----              -----
    Total                                      874                   359             25                   413                 77
                                            ------                ------            ---                 -----              -----
    Total                                   11,839                 4,933            824                 4,250              1,832
                                            ======                ======            ===                 =====              =====

<FN>

Notes:   (a)  OE's interests consist of 20.22% owned and 21.66% leased for Beaver Valley Unit 2; and 17.42% owned (representing
              portion leased from a wholly owned subsidiary of OE) and 12.58% leased for Perry.
         (b)  CEI's and TE's Bruce Mansfield interests are leased.
         (c)  TE's interests consist of 1.65% owned and 18.26% leased.
         (d)  Companies' interests in these plants and oil/gas-fired units at those plants to be transferred to Duquesne 
              (see "Central Area Power Coordination Group").
         (e)  Duquesne's interests in these plants will be acquired by the Companies (see "Central Area Power Coordination Group").

</TABLE>

          Prolonged outages of existing generating units might make 
it necessary for the Companies, depending upon the demand for 
electric service upon their system, to use to a greater extent than 
otherwise, less efficient and less economic generating units, or 
purchased power, and in some cases may require the reduction of load 
during peak periods under the Companies' interruptible programs, all 
to an extent not presently determinable.

          The Companies' generating plants and load centers are 
connected by a transmission system consisting of elements having 
various voltage ratings ranging from 23 kilovolts (kV) to 345 kV. The 
Companies' overhead and underground transmission lines aggregate 
8,691 miles.

          The Companies' electric distribution systems include 55,591 
miles of overhead pole line and underground conduit carrying primary, 
secondary and street lighting circuits. They own, individually or 
together with one or more of the other CAPCO companies as tenants in 
common, substations with a total installed transformer capacity of 
49,387,086 kilovolt-amperes.

          The Companies' transmission lines also interconnect with 
those of AEP, The Dayton Power and Light Company, Duquesne, 
Monongahela Power Company, West Penn Power Company, Detroit Edison 
Company and Pennsylvania Electric Company. These interconnections 
make possible utilization by the Companies of generating capacity 
constructed as a part of the CAPCO program, as well as providing 
opportunities for the sale of power to other utilities.

<TABLE>
<CAPTION>
                                                Substation
                    Distribution  Transmission  Transformer
                       Lines          Lines       Capacity  
                    ------------  ------------  -----------
                              (Miles)          (kV-amperes)
<S>                  <C>             <C>         <C>
OE                   26,475          4,019       20,603,056
Penn                  5,105            608        3,792,250
CEI                  23,505          3,016       17,228,300
TE                      506          1,048        7,763,480
                     ------          -----       ----------
Total                55,591          8,691       49,387,086

</TABLE>


          MARBEL is a fully integrated natural gas company. MARBEL 
owns interests in more than 1,800 gas and oil wells and holds 
interests in more than 200,000 undeveloped acres in eastern and 
central Ohio. MARBEL's subsidiaries include MB Operating Company, 
Inc., a natural gas exploration and production company which has the 
subsidiaries J. R. Nominee Corp., J. R. Nominee Corp. II and Natural 
Gas Brokerage Corporation and Northeast Ohio Operating Companies, 
Inc. which has the subsidiaries Gas Transport, Inc., NEO Construction 
Company, Ohio Intrastate Gas Transmission Company and Northeast Ohio 
Gas Marketing, Inc. FE Facilities is the parent company of ten direct 
subsidiaries which are heating, ventilating, air conditioning and 
energy management companies. The Facility Services companies own or 
lease various offices, shops, maintenance and warehouse facilities, 
equipment and vehicles.

ITEM 3.  LEGAL PROCEEDINGS

          None.

ITEM 4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

          None.


                               PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED 
         STOCKHOLDER MATTERS

          The information required for this item for FirstEnergy and 
OE (through November 7, 1997) is included on page 17 of FirstEnergy's 
1998 Annual Report to Stockholders (Exhibit 13). The information 
required for OE (subsequent to November 7, 1997), CEI, TE and Penn is 
not applicable because they are wholly owned subsidiaries.

ITEM 6.  SELECTED FINANCIAL DATA

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
         AND RESULTS OF OPERATIONS

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

          The information called for by Items 6 through 8 is 
incorporated herein by reference to Selected Financial Data, 
Management's Discussion and Analysis of Results of Operations and 
Financial Condition, and Financial Statements included on the pages 
shown in the following table in the respective company's 1998 Annual 
Report to Stockholders (Exhibit 13).


<TABLE>
<CAPTION>
                 Item 6     Item 7     Item 8
                 ------     ------     ------
  <S>              <C>      <C>        <C>
  FirstEnergy      17       18-23      24-40
  OE                1        2-6        7-25
  Penn              1        2-6        7-22
  CEI               1        2-7        8-27
  TE                1        2-6        7-26

</TABLE>

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
   AND FINANCIAL DISCLOSURE

          None.

                               PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

          FirstEnergy
          -----------

          The information required by Item 10, with respect to 
Identification of FirstEnergy's Directors and with respect to reports 
required to be filed under Section 16 of the Securities Exchange Act 
of 1934, is incorporated herein by reference to the Company's 1999 
Proxy Statement filed with the Securities and Exchange Commission 
(SEC) pursuant to Regulation 14A and, with respect to Identification 
of Executive Officers, to "Part I, Item 1. Business - Executive 
Officers" herein.

          OE, Penn, CEI and TE
          --------------------

            W. R. Holland, H. P. Burg and A. J. Alexander are the 
Directors of OE, Penn, CEI, and TE. Information concerning these 
individuals is shown in the "Executive Officers" section of Item 1.

ITEM 11.  EXECUTIVE COMPENSATION

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND 
          MANAGEMENT

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          FirstEnergy, OE, CEI, TE and Penn -

            The information required by Items 11, 12 and 13 is 
incorporated herein by reference to the Company's 1999 Proxy 
Statement filed with the SEC pursuant to Regulation 14A.
                             PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
          FORM 8-K

(a) 1.    Financial Statements

          Included in Part II of this report and incorporated herein 
by reference to the respective company's 1998 Annual Report to 
Stockholders (Exhibit 13 below) at the pages indicated.

<TABLE>
<CAPTION>

                                      FE    OE    Penn    CEI    TE
                                      --    --    ----    ---    --
<S>                                   <C>   <C>    <C>    <C>    <C>
Report of Independent Public
 Accountants.                         16    25     22     27     26
Statements of Income--Three Years
 Ended December 31, 1998              24     7      7      8      7
Balance Sheets--December 31, 1998
 and 1997                             25     8      8      9      8
Statements of Capitalization-
December 31, 1998 and 1997          26-28  9-10     9    10-11   9-10
Statements of Common Stockholders'
 Equity--Three Years Ended
 December 31, 1998                    29     11    10      12     11
Statements of Preferred Stock-Three
 Years Ended December 31, 1998        29     11    10      12     11
Statements of Cash Flows--Three 
 Years Ended December 31, 1998        30     12    11      13     12
Statements of Taxes--Three Years
 Ended December 31, 1998              31     13    12      14     13
Notes to Financial Statements       32-40    14    13      15     14


</TABLE>

2.  Financial Statement Schedules

          Included in Part IV of this report:

<TABLE>
<CAPTION>
                                      FE     OE   Penn    CEI     TE
                                      --     --   ----    ---     --
<S>                                   <C>    <C>   <C>     <C>    <C>
Report of Independent Public
 Accountants                          44     45    48      46     47

Schedule - Three Years Ended
 December 31, 1998:

  II -- Consolidated Valuation and
   Qualifying Accounts                49     50    53      51     52

</TABLE>

          Schedules other than the schedule listed above are omitted 
for the reason that they are not required or are not applicable, or 
the required information is shown in the financial statements or 
notes thereto.

3.  Exhibits - FirstEnergy

Exhibit
Number
-------

    3-1    -  Articles of Incorporation constituting FirstEnergy 
              Corp's Articles of Incorporation, dated September 17, 
              1996. (September 17, 1996 Form 8-K, Exhibit C)

    3-1(a) -  Amended Articles of Incorporation of FirstEnergy Corp. 
              (Registration No. 333-21011, Exhibit (3)-1.)

    3-2    -  Regulations of FirstEnergy Corp. (September 17, 1996 
              Form 8-K, Exhibit D)

    3-2(a) -  FirstEnergy Corp. Amended Code of Regulations. 
              (Registration No. 333-21011, Exhibit (3)-2.)

    4-1    -  Rights Agreement (December 1, 1997 Form 8-K, Exhibit 
              4.1)

(A)10-1    -  FirstEnergy Corp. Executive and Director Incentive 
              Compensation Plan.

(A)10-2    -  Amended FirstEnergy Corp. Deferred Compensation Plan 
              for Directors, amended February 15, 1999.

(A)13      -  1998 Annual Report to Stockholders. (Only those 
              portions expressly incorporated by reference in this 
              Form 10-K are to be deemed "filed" with the SEC.)

(A)21      -  List of Subsidiaries of the Registrant at December 31, 
              1998.

(A)23      -  Consent of Independent Public Accountants.
(A)27      -  Financial Data Schedule.

(A)Provided herein in electronic format as an exhibit.

3.  Exhibits - Ohio Edison 

      2-1  -  Agreement and Plan of Merger, dated as of September 13, 
              1996, between Ohio Edison Company (OE) and Centerior 
              Energy Corporation. (September 17, 1996 Form 8-K, 
              Exhibit 2-1.)

      3-1  -  Amended Articles of Incorporation, Effective June 21, 
              1994, constituting OE's Articles of Incorporation. 
              (1994 Form 10-K, Exhibit 3-1.)

      3-2  -  Code of Regulations of OE as amended April 24, 1986. 
              (Registration No. 33-5081, Exhibit (4)(d).)

(B)   4-1  -  Indenture dated as of August 1, 1930 between OE and 
              Bankers Trust Company, (now the Bank of New York), as 
              Trustee, as amended and supplemented by Supplemental 
              Indentures:

<TABLE>
<CAPTION>

    Dated as of           File Reference         Exhibit No.
    -----------     ---------------------------  -----------
<S>                 <C>                          <C>
March 3, 1931       2-1725                       B-1,B-1(a),B-1(b)
November 1, 1935    2-2721                       B-4
January 1, 1937     2-3402                       B-5
September 1, 1937   Form 8-A                     B-6
June 13, 1939       2-5462                       7(a)-7
August 1, 1974      Form 8-A, August 28, 1974    2(b)
July 1, 1976        Form 8-A, July 28, 1976      2(b)
December 1, 1976    Form 8-A, December 15, 1976  2(b)
June 15, 1977       Form 8-A, June 27, 1977      2(b)

Supplemental Indentures:
September 1, 1944   2-61146                      2(b)(2)
April 1, 1945       2-61146                      2(b)(2)
September 1, 1948   2-61146                      2(b)(2)
May 1, 1950         2-61146                      2(b)(2)
January 1, 1954     2-61146                      2(b)(2)
May 1, 1955         2-61146                      2(b)(2)
August 1, 1956      2-61146                      2(b)(2)
March 1, 1958       2-61146                      2(b)(2)
April 1, 1959       2-61146                      2(b)(2)
June 1, 1961        2-61146                      2(b)(2)
September 1, 1969   2-34351                      2(b)(2)
May 1, 1970         2-37146                      2(b)(2)
September 1, 1970   2-38172                      2(b)(2)
June 1, 1971        2-40379                      2(b)(2)
August 1, 1972      2-44803                      2(b)(2)
September 1, 1973   2-48867                      2(b)(2)
May 15, 1978        2-66957                      2(b)(4)
February 1, 1980    2-66957                      2(b)(5)
April 15, 1980      2-66957                      2(b)(6)
June 15, 1980       2-68023                     (b)(4)(b)(5)
October 1, 1981     2-74059                     (4)(d)
October 15, 1981    2-75917                     (4)(e)
February 15, 1982   2-75917                     (4)(e)
    Dated as of           File Reference         Exhibit No.
    -----------     ---------------------------  -----------
July 1, 1982        2-89360                     (4)(d)
March 1, 1983       2-89360                     (4)(e)
March 1, 1984       2-89360                     (4)(f)
September 15, 1984  2-92918                     (4)(d)
September 27, 1984  33-2576                     (4)(d)
November 8, 1984    33-2576                     (4)(d)
December 1, 1984    33-2576                     (4)(d)
December 5, 1984    33-2576                     (4)(e)
January 30, 1985    33-2576                     (4)(e)
February 25, 1985   33-2576                     (4)(e)
July 1, 1985        33-2576                     (4)(e)
October 1, 1985     33-2576                     (4)(e)
January 15, 1986    33-8791                     (4)(d)
May 20, 1986        33-8791                     (4)(d)
June 3, 1986        33-8791                     (4)(e)
October 1, 1986     33-29827                    (4)(d)
August 25, 1989     33-34663                    (4)(d)
February 15, 1991   33-39713                    (4)(d)
May 1, 1991         33-45751                    (4)(d)
May 15, 1991        33-45751                    (4)(d)
September 15, 1991  33-45751                    (4)(d)
April 1, 1992       33-48931                    (4)(d)
June 15, 1992       33-48931                    (4)(d)
September 15, 1992  33-48931                    (4)(e)
April 1, 1993       33-51139                    (4)(d)
June 15, 1993       33-51139                    (4)(d)
September 15, 1993  33-51139                    (4)(d)
November 15, 1993   1-2578                      (4)(2)
April 1, 1995       1-2578                      (4)(2)
May 1, 1995         1-2578                      (4)(2)
July 1, 1995        1-2578                      (4)(2)
June 1, 1997        (A)                         (4)(2)
April 1, 1998       (A)                         (4)(2)
June 1, 1998        (A)                         (4)(2)
</TABLE>
(B)   4-2  -  General Mortgage Indenture and Deed of Trust dated as 
              of January 1, 1998 between OE and the  Bank of New 
              York, as Trustee. (Registration No. 333-05277, Exhibit 
              4(g).)

     10-1  -  Administration Agreement between the CAPCO Group dated 
              as of September 14, 1967. (Registration No. 2-43102, 
              Exhibit 5(c)(2).)

     10-2  -  Amendment No. 1 dated January 4, 1974 to Administration 
              Agreement between the CAPCO Group dated as of 
              September 14, 1967. (Registration No. 2-68906, Exhibit 
              5(c)(3).)

     10-3  -  Transmission Facilities Agreement between the CAPCO 
              Group dated as of September 14, 1967. (Registration No.
              2-43102, Exhibit 5(c)(3).)

     10-4  -  Amendment No. 1 dated as of January 1, 1993 to 
              Transmission Facilities Agreement between the CAPCO 
              Group dated as of September 14, 1967. (1993 Form 10-K, 
              Exhibit 10-4.)

     10-5  -  Agreement for the Termination or Construction of 
              Certain Agreements effective September 1, 1980 among 
              the CAPCO Group. (Registration No. 2-68906, Exhibit 10-
              4.)

     10-6  -  Amendment dated as of December 23, 1993 to Agreement 
              for the Termination or Construction of Certain 
              Agreements effective September 1, 1980 among the CAPCO 
              Group. (1993 Form 10-K, Exhibit 10-6.)

     10-7  -  CAPCO Basic Operating Agreement, as amended 
              September 1, 1980. (Registration No. 2-68906, Exhibit 
              10-5.)

     10-8  -  Amendment No. 1 dated August 1, 1981, and Amendment 
              No. 2 dated September 1, 1982 to CAPCO Basic Operating 
              Agreement, as amended September 1, 1980. (September 30,
              1981 Form 10-Q, Exhibit 20-1 and 1982 Form 10-K, 
              Exhibit 19-3, respectively.)

     10-9  -  Amendment No. 3 dated July 1, 1984 to CAPCO Basic 
              Operating Agreement, as amended September 1, 1980. 
             (1985 Form 10-K, Exhibit 10-7.)

     10-10 -  Basic Operating Agreement between the CAPCO Companies 
              as amended October 1, 1991. (1991 Form 10-K, Exhibit 
              10-8.)
     10-11 -  Basic Operating Agreement between the CAPCO Companies 
              as amended January 1, 1993. (1993 Form 10-K, 
              Exhibit 10-11.)

     10-12 -  Memorandum of Agreement effective as of September 1, 
              1980 among the CAPCO Group. (1982 Form 10-K, Exhibit 
              19-2.)

     10-13 -  Operating Agreement for Beaver Valley Power Station 
              Units Nos. 1 and 2 as Amended and Restated 
              September 15, 1987, by and between the CAPCO Companies. 
              (1987 Form 10-K, Exhibit 10-15.)

     10-14 -  Construction Agreement with respect to Perry Plant 
              between the CAPCO Group dated as of July 22, 1974. 
              (Registration No. 2-52251 of Toledo Edison Company, 
              Exhibit 5(yy).)

     10-15 -  Participation Agreement No. 1 relating to the financing 
              of the development of certain coal mines, dated as of 
              October 1, 1973, among Quarto Mining Company, the CAPCO 
              Group, Energy Properties, Inc., General Electric Credit 
              Corporation, the Loan Participants listed in 
              Schedules A and B thereto, Central National Bank of 
              Cleveland, as Owner Trustee, National City Bank, as 
              Loan Trustee, and Owner Trustee, National City Bank, as 
              Loan Trustee, and National City Bank, as Bond Trustee. 
              (Registration No. 2-61146, Exhibit 5(e)(1).)

     10-16 -  Amendment No. 1 dated as of September 15, 1978 to 
              Participation Agreement No. 1 dated as of October 1, 
              1973 among Quarto Mining Company, the CAPCO Group, 
              Energy Properties, Inc., General Electric Credit 
              Corporation, the Loan Participants listed in 
              Schedules A and B thereto, Central National Bank of 
              Cleveland as Owner Trustee, National City Bank as Loan 
              Trustee and National City Bank as Bond Trustee. 
              (Registration No. 2-68906 of Pennsylvania Power 
              Company, Exhibit 5(e)(2).)

     10-17 -  Participation Agreement No. 2 relating to the financing 
              of the development of certain coal mines, dated as of 
              August 1, 1974, among Quarto Mining Company, the CAPCO 
              Group, Energy Properties, Inc., General Electric Credit 
              Corporation, the Loan Participants listed in Schedules 
              A and B thereto, Central National Bank of Cleveland, as 
              Owner Trustee, National City Bank, as Loan Trustee, and 
              National City Bank, as Bond Trustee. (Registration 
              No. 2-53059, Exhibit 5(h)(2).)

     10-18 -  Amendment No. 1 dated as of September 15, 1978 to 
              Participation Agreement No. 2 dated as of August 1, 
              1974 among Quarto Mining Company, the CAPCO Group, 
              Energy Properties, Inc., General Electric Credit 
              Corporation, the Loan Participants listed in 
              Schedules A and B thereto, Central National Bank of 
              Cleveland as Owner Trustee, National City Bank as Loan 
              Trustee and National City Bank as Bond Trustee. 
              (Registration No. 2-68906 of Pennsylvania Power
              Company, Exhibit 5(e)(4).)

     10-19 -  Participation Agreement No.  3 dated as of 
              September 15, 1978 among Quarto Mining Company, the 
              CAPCO Companies, Energy Properties, Inc., General 
              Electric Credit Corporation, the Loan Participants 
              listed in Schedules A and B thereto, Central National 
              Bank of Cleveland as Owner Trustee, and National City 
              Bank as Loan Trustee and Bond Trustee. (Registration 
              No. 2-68906 of Pennsylvania Power Company, 
              Exhibit 5(e)(5).)

     10-20 -  Participation Agreement No. 4 dated as of October 31, 
              1980 among Quarto Mining Company, the CAPCO Group, the 
              Loan Participants listed in Schedule A thereto and 
              National City Bank as Bond Trustee. (Registration 
              No. 2- 68906 of Pennsylvania Power Company, Exhibit 10-
              16.)

     10-21  - Participation Agreement dated as of May 1, 1986, among 
              Quarto Mining Company, the CAPCO Companies, the Loan 
              Participants thereto, and National City Bank as Bond 
              Trustee. (1986 Form 10-K, Exhibit 10-22.)

     10-22 -  Participation Agreement No. 6 dated as of December 1, 
              1991 among Quarto Mining Company, The Cleveland 
              Electric Illuminating Company, Duquesne Light Company, 
              Ohio Edison Company, Pennsylvania Power Company, the 
              Toledo Edison Company, the Loan Participants listed in 
              Schedule A thereto, National City Bank, as Mortgage 
              Bond Trustee and National City Bank, as Refunding Bond
              Trustee. (1991 Form 10-K, Exhibit 10-19.)

     10-23 -  Agreement entered into as of October 20, 1981 among the 
              CAPCO Companies regarding the use of Quarto coal at 
              Mansfield Units 1, 2 and 3. (1981 Form 10-K, 
              Exhibit 20-1.)

     10-24 -  Restated Option Agreement dated as of May 1, 1983 by 
              and between the North American Coal Corporation and the 
              CAPCO Companies. (1983 Form 10-K, Exhibit 19-1.)
     10-25 -  Trust Indenture and Mortgage dated as of October 1, 
              1973 between Quarto Mining Company and National City 
              Bank, as Bond Trustee, together with Guaranty dated as 
              of October 1, 1973 with respect thereto by the CAPCO 
              Group. (Registration No. 2-61146, Exhibit 5(e)(5).)

     10-26 -  Amendment No. 1 dated August 1, 1974 to Trust Indenture 
              and Mortgage dated as of October 1, 1973 between Quarto 
              Mining Company and National City Bank, as Bond Trustee, 
              together with Amendment No. 1 dated August 1, 1974 to 
              Guaranty dated as of October 1, 1973 with respect 
              thereto by the CAPCO Group. (Registration No. 2-53059, 
              Exhibit 5(h)(2).)

     10-27 -  Amendment No. 2 dated as of September 15, 1978 to the 
              Trust Indenture and Mortgage dated as of October 1, 
              1973, as amended, between Quarto Mining Company and 
              National City Bank, as Bond Trustee, together with 
              Amendment No. 2 dated as of September 15, 1978 to 
              Guaranty dated as of October 1, 1973 with respect to 
              the CAPCO Group. (Registration No. 2-68906 of 
              Pennsylvania Power Company, Exhibits 5(e)(11) and 
              5(e)(12).)

     10-28 -  Amendment No. 3 dated as of October 31, 1980, to Trust 
              Indenture and Mortgage dated as of October 1, 1973, as 
              amended between Quarto Mining Company and National City 
              Bank as Bond Trustee. (Registration No. 2-68906 of 
              Pennsylvania Power Company, Exhibit 10-16.)

     10-29 -  Amendment No. 4 dated as of July 1, 1985 to the Trust 
              Indenture and Mortgage dated as of October 1, 1973, as 
              amended between Quarto Mining Company and National City 
              Bank as Bond Trustee. (1985 Form 10-K, Exhibit 10-28.)

     10-30 -  Amendment No. 5 dated as of May 1, 1986, to the Trust 
              Indenture and Mortgage between Quarto and National City 
              Bank as Bond Trustee. (1986 Form 10-K, Exhibit 10-30.)

     10-31 -  Amendment No. 6 dated as of December 1, 1991, to the 
              Trust Indenture and Mortgage dated as of October 1, 
              1973, between Quarto Mining Company and National City 
              Bank, as Bond Trustee. (1991 Form 10-K, Exhibit 10-28.)

     10-32 -  Trust Indenture dated as of December 1, 1991, between 
              Quarto Mining Company and National City Bank, as Bond 
              Trustee. (1991 Form 10-K, Exhibit 10-29.)

     10-33 -  Amendment No. 3 dated as of October 31, 1980 to the 
              Bond Guaranty dated as of October 1, 1973, as amended, 
              with respect to the CAPCO Group. (Registration No. 2- 
              68906 of Pennsylvania Power Company, Exhibit 10-16.)

     10-34 -  Amendment No. 4 dated as of July 1, 1985 to the Bond 
              Guaranty dated as of October 1, 1973, as amended, by 
              the CAPCO Companies to National City Bank as Bond 
              Trustee. (1985 Form 10-K, Exhibit 10-30.)

     10-35 -  Amendment No. 5 dated as of May 1, 1986, to the Bond 
              Guaranty by the CAPCO Companies to National City Bank 
              as Bond Trustee. (1986 Form 10-K, Exhibit 10-33.)

     10-36 -  Amendment No. 6A dated as of December 1, 1991, to the 
              Bond Guaranty dated as of October 1, 1973, by The 
              Cleveland Electric Illuminating Company, Duquesne Light 
              Company, Ohio Edison Company, Pennsylvania Power 
              Company, the Toledo Edison Company to National City 
              Bank, as Bond Trustee. (1991 Form 10-K, Exhibit 10-33.)

     10-37 -  Amendment No. 6B dated as of December 30, 1991, to the 
              Bond Guaranty dated as of October 1, 1973 by The 
              Cleveland Electric Illuminating Company, Duquesne Light 
              Company, Ohio Edison Company, Pennsylvania Power 
              Company, the Toledo Edison Company to National City 
              Bank, as Bond Trustee. (1991 Form 10-K, Exhibit 10-34.)

     10-38 -  Bond Guaranty dated as of December 1, 1991, by The 
              Cleveland Electric Illuminating Company, Duquesne Light 
              Company, Ohio Edison Company, Pennsylvania Power 
              Company, the Toledo Edison Company to National City 
              Bank, as Bond Trustee. (1991 Form 10-K, Exhibit 10-35.)

     10-39 -  Open end Mortgage dated as of October 1, 1973 between 
              Quarto Mining Company and the CAPCO Companies and 
              Amendment No. 1 thereto, dated as of September 15, 
              1978. (Registration No. 2-68906 of Pennsylvania Power 
              Company, Exhibit 10-23.)

     10-40 -  Repayment and Security Agreement and Assignment of 
              Lease dated as of October 1, 1973 between Quarto Mining 
              Company and Ohio Edison Company as Agent for the CAPCO 
              Companies and Amendment No. 1 thereto, dated as of 
              September 15, 1978. (1980 Form 10-K, Exhibit 20-2.)

     10-41 -  Restructuring Agreement dated as of April 1, 1985 among 
              Quarto Mining Company, the Company and the other CAPCO 
              Companies, Energy Properties, Inc., General Electric 
              Credit Corporation, the Loan Participants signatories 
              thereto, Central National Bank of Cleveland, as Owner 
              Trustee and National City Bank as Loan Trustee and Bond 
              Trustee. (1985 Form 10-K, Exhibit 10-33.)

     10-42 -  Unsecured Note Guaranty dated as of July 1, 1985 by the 
              CAPCO Companies to General Electric Credit Corporation. 
              (1985 Form 10-K, Exhibit 10-34.)

     10-43 -  Memorandum of Understanding dated March 31, 1985 among 
              the CAPCO Companies. (1985 Form 10-K, Exhibit 10-35.)

(C)  10-44 -  Ohio Edison System Executive Supplemental Life 
              Insurance Plan. (1995 Form 10-K, Exhibit 10-44.)

(C)  10-45 -  Ohio Edison System Executive Incentive Compensation 
              Plan. (1995 Form 10-K, Exhibit 10-45.)

(C)  10-46 -  Ohio Edison System Restated and Amended Executive 
              Deferred Compensation Plan. (1995 Form 10-K, Exhibit 
              10-46.)

(C)  10-47 -  Ohio Edison System Restated and Amended Supplemental
              Executive Retirement Plan. (1995 Form 10-K, Exhibit 10-
              47.)

(C)  10-48 -  Severance pay agreement between Ohio Edison Company and 
              W. R. Holland. (1995 Form 10-K, Exhibit 10-48.)

(C)  10-49 -  Severance pay agreement between Ohio Edison Company and 
              H. P. Burg. (1995 Form 10-K, Exhibit 10-49.)

(C)  10-50 -  Severance pay agreement between Ohio Edison Company and 
              A. J. Alexander. (1995 Form 10-K, Exhibit 10-50.)

(C)  10-51 -  Severance pay agreement between Ohio Edison Company and 
              J. A. Gill. (1995 Form 10-K, Exhibit 10-51.)

(D)  10-52 -  Participation Agreement dated as of March 16, 1987 
              among Perry One Alpha Limited Partnership, as Owner 
              Participant, the Original Loan Participants listed in 
              Schedule 1 Hereto, as Original Loan Participants, PNPP 
              Funding Corporation, as Funding Corporation, The First 
              National Bank of Boston, as Owner Trustee, Irving Trust 
              Company, as Indenture Trustee and Ohio Edison Company, 
              as Lessee. (1986 Form 10-K, Exhibit 28-1.)

(D)  10-53 -  Amendment No. 1 dated as of September 1, 1987 to 
              Participation Agreement dated as of March 16, 1987 
              among Perry One Alpha Limited Partnership, as Owner 
              Participant, the Original Loan Participants listed in
              Schedule 1 thereto, as Original Loan Participants, PNPP 
              Funding Corporation, as Funding Corporation, The First 
              National Bank of Boston, as Owner Trustee, Irving Trust 
              Company (now The Bank of New York), as Indenture 
              Trustee, and Ohio Edison Company, as Lessee. (1991 Form 
              10-K, Exhibit 10-46.)

(D)  10-54 -  Amendment No. 3 dated as of May 16, 1988 to 
              Participation Agreement dated as of March 16, 1987, as 
              amended among Perry One Alpha Limited Partnership, as 
              Owner Participant, PNPP Funding Corporation, The First 
              National Bank of Boston, as Owner Trustee, Irving Trust 
              Company, as Indenture Trustee, and Ohio Edison Company, 
              as Lessee. (1992 Form 10-K, Exhibit 10-47.)

(D)  10-55 -  Amendment No. 4 dated as of November 1, 1991 to
              Participation Agreement dated as of March 16, 1987 
              among Perry One Alpha Limited Partnership, as Owner 
              Participant, PNPP Funding Corporation, as Funding 
              Corporation, PNPP II Funding Corporation, as New 
              Funding Corporation, The First National Bank of Boston, 
              as Owner Trustee, The Bank of New York, as Indenture 
              Trustee and Ohio Edison Company, as Lessee. (1991 Form 
              10-K, Exhibit 10-47.)

(D)  10-56 -  Amendment No. 5 dated as of November 24, 1992 to 
              Participation Agreement dated as of March 16, 1987, as 
              amended, among Perry One Alpha Limited Partnership, as 
              Owner Participant, PNPP Funding Corporation, as Funding 
              Corporation, PNPPII Funding Corporation, as New Funding 
              Corporation, The First National Bank of Boston, as 
              Owner Trustee, The Bank of New York, as Indenture 
              Trustee and Ohio Edison Company as Lessee. (1992 Form 
              10-K, Exhibit 10-49.)

(D)  10-57 -  Amendment No. 6 dated as of January 12, 1993 to 
              Participation Agreement dated as of March 16, 1987 
              among Perry One Alpha Limited Partnership, as Owner 
              Participant, PNPP Funding Corporation, as Funding 
              Corporation, PNPP II Funding Corporation, as New 
              Funding Corporation, The First National Bank of Boston, 
              as Owner Trustee, The Bank of New York, as Indenture 
              Trustee and Ohio Edison Company, as Lessee. (1992 Form 
              10-K, Exhibit 10-50.)

(D)  10-58 -  Amendment No. 7 dated as of October 12, 1994 to 
              Participation Agreement dated as of March 16, 1987 as 
              amended, among Perry One Alpha Limited Partnership, as 
              Owner Participant, PNPP Funding Corporation, as Funding 
              Corporation, PNPP II Funding Corporation, as New 
              Funding Corporation, The First National Bank of Boston, 
              as Owner Trustee, The Bank of New York, as Indenture 
              Trustee and Ohio Edison Company, as Lessee. (1994 Form 
              10-K, Exhibit 10-54.)

(D)  10-59 -  Facility Lease dated as of March 16, 1987 between The 
              First National Bank of Boston, as Owner Trustee, with 
              Perry One Alpha Limited Partnership, Lessor, and Ohio 
              Edison Company, Lessee. (1986 Form 10-K, Exhibit 28-2.)

(D)  10-60 -  Amendment No. 1 dated as of September 1, 1987 to 
              Facility Lease dated as of March 16, 1987 between The 
              First National Bank of Boston, as Owner Trustee, Lessor 
              and Ohio Edison Company, Lessee. (1991 Form 10-K, 
              Exhibit 10-49.)

(D)  10-61 -  Amendment No. 2 dated as of November 1, 1991, to 
              Facility Lease dated as of March 16, 1987, between The 
              First National Bank of Boston, as Owner Trustee, Lessor 
              and Ohio Edison Company, Lessee. (1991 Form 10-K, 
              Exhibit 10-50.)

(D)  10-62 -  Amendment No. 3 dated as of November 24, 1992 to 
              Facility Lease dated as of March 16, 1987, as amended, 
              between The First National Bank of Boston, as Owner 
              Trustee, with Perry One Alpha Limited Partnership, as 
              Owner Participant and Ohio Edison Company, as Lessee. 
              (1992 Form 10-K, Exhibit 10-54.)

(D)  10-63 -  Amendment No. 4 dated as of January 12, 1993 to 
              Facility Lease dated as of March 16, 1987 as amended, 
              between, The First National Bank of Boston, as Owner 
              Trustee, with Perry One Alpha Limited Partnership, as 
              Owner Participant, and Ohio Edison Company, as Lessee. 
              (1994 Form 10-K, Exhibit 10-59.)

(D)  10-64 -  Amendment No. 5 dated as of October 12, 1994 to 
              Facility Lease dated as of March 16, 1987 as amended, 
              between, The First National Bank of Boston, as Owner 
              Trustee, with Perry One Alpha Limited Partnership, as 
              Owner Participant, and Ohio Edison Company, as Lessee. 
             (1994 Form 10-K, Exhibit 10-60.)

(D)  10-65 -  Letter Agreement dated as of March 19, 1987 between 
              Ohio Edison Company, Lessee, and The First National 
              Bank of Boston, as Owner Trustee under a Trust dated 
              March 16, 1987 with Chase Manhattan Realty Leasing 
              Corporation, required by Section 3(d) of the Facility 
              Lease. (1986 Form 10-K, Exhibit 28-3.)
(D)  10-66 -  Ground Lease dated as of March 16, 1987 between Ohio 
              Edison Company, Ground Lessor, and The First National 
              Bank of Boston, as Owner Trustee under a Trust 
              Agreement, dated as of March 16, 1987, with the Owner 
              Participant, Tenant. (1986 Form 10-K, Exhibit 28-4.)

(D)  10-67 -  Trust Agreement dated as of March 16, 1987 between 
              Perry One Alpha Limited Partnership, as Owner 
              Participant, and The First National Bank of Boston. 
              (1986 Form 10-K, Exhibit 28-5.)

(D)  10-68 -  Trust Indenture, Mortgage, Security Agreement and
              Assignment of Facility Lease dated as of March 16, 1987 
              between The First National Bank of Boston, as Owner 
              Trustee under a Trust Agreement dated as of March 16, 
              1987 with Perry One Alpha Limited Partnership, and 
              Irving Trust Company, as Indenture Trustee. (1986 Form 
              10-K, Exhibit 28-6.)

(D)  10-69 -  Supplemental Indenture No. 1 dated as of September 1, 
              1987 to Trust Indenture, Mortgage, Security Agreement 
              and Assignment of Facility Lease dated as of March 16, 
              1987 between The First National Bank of Boston as Owner 
              Trustee and Irving Trust Company (now The Bank of New 
              York), as Indenture Trustee. (1991 Form 10-K, Exhibit 
              10-55.)

(D)  10-70 -  Supplemental Indenture No. 2 dated as of November 1, 
              1991 to Trust Indenture, Mortgage, Security Agreement 
              and Assignment of Facility Lease dated as of March 16, 
              1987 between The First National Bank of Boston, as 
              Owner Trustee and The Bank of New York, as Indenture 
              Trustee. (1991 Form 10-K, Exhibit 10-56.)

(D)  10-71 -  Tax Indemnification Agreement dated as of March 16, 
              1987 between Perry One, Inc. and PARock Limited 
              Partnership as General Partners and Ohio Edison 
              Company, as Lessee. (1986 Form 10-K, Exhibit 28-7.)

(D)  10-72 -  Amendment No. 1 dated as of November 1, 1991 to Tax 
              Indemnification Agreement dated as of March 16, 1987 
              between Perry One, Inc. and Parock Limited Partnership 
              and Ohio Edison Company. (1991 Form 10-K, Exhibit 10-
              58.)

(D)  10-73 -  Amendment No. 2 dated as of January 12, 1993 to Tax
              Indemnification Agreement dated as of March 16, 1987 
              between Perry One, Inc. and Parock Limited Partnership 
              and Ohio Edison Company. (1994 Form 10-K, Exhibit 10-
              69.)
(D)  10-74 -  Amendment No. 3 dated as of October 12, 1994 to Tax 
              Indemnification Agreement dated as of March 16, 1987 
              between Perry One, Inc. and Parock Limited Partnership 
              and Ohio Edison Company. (1994 Form 10-K, Exhibit 10-
              70.)

(D)  10-75 -  Partial Mortgage Release dated as of March 19, 1987 
              under the Indenture between Ohio Edison Company and 
              Bankers Trust Company, as Trustee, dated as of the 1st 
              day of August, 1930. (1986 Form 10-K, Exhibit 28-8.)

(D)  10-76 -  Assignment, Assumption and Further Agreement dated as 
              of March 16, 1987 among The First National Bank of 
              Boston, as Owner Trustee under a Trust Agreement, dated 
              as of March 16, 1987, with Perry One Alpha Limited 
              Partnership, The Cleveland Electric Illuminating 
              Company, Duquesne Light Company, Ohio Edison Company, 
              Pennsylvania Power Company and Toledo Edison Company. 
              (1986 Form 10-K, Exhibit 28-9.)

(D)  10-77 -  Additional Support Agreement dated as of March 16, 1987 
              between The First National Bank of Boston, as Owner 
              Trustee under a Trust Agreement, dated as of March 16, 
              1987, with Perry One Alpha Limited Partnership, and 
              Ohio Edison Company. (1986 Form 10-K, Exhibit 28-10.)

(D)  10-78 -  Bill of Sale, Instrument of Transfer and Severance 
              Agreement dated as of March 19, 1987 between Ohio 
              Edison Company, Seller, and The First National Bank of 
              Boston, as Owner Trustee under a Trust Agreement, dated 
              as of March 16, 1987, with Perry One Alpha Limited 
              Partnership. (1986 Form 10-K, Exhibit 28- 11.)

(D)  10-79 -  Easement dated as of March 16, 1987 from Ohio Edison 
              Company, Grantor, to The First National Bank of Boston, 
              as Owner Trustee under a Trust Agreement, dated as of 
              March 16, 1987, with Perry One Alpha Limited 
              Partnership, Grantee. (1986 Form 10-K, File Exhibit 
              28-12.)

     10-80 -  Participation Agreement dated as of March 16, 1987 
              among Security Pacific Capital Leasing Corporation, as 
              Owner Participant, the Original Loan Participants 
              listed in Schedule 1 Hereto, as Original Loan 
              Participants, PNPP Funding Corporation, as Funding 
              Corporation, The First National Bank of Boston, as 
              Owner Trustee, Irving Trust Company, as Indenture 
              Trustee and Ohio Edison Company, as Lessee. (1986 Form 
              10-K, as Exhibit 28-13.)

     10-81 -  Amendment No. 1 dated as of September 1, 1987 to 
              Participation Agreement dated as of March 16, 1987 
              among Security Pacific Capital Leasing Corporation, as 
              Owner Participant, The Original Loan Participants 
              Listed in Schedule 1 thereto, as Original Loan 
              Participants, PNPP Funding Corporation, as Funding 
              Corporation, The First National Bank of Boston, as 
              Owner Trustee, Irving Trust Company, as Indenture 
              Trustee and Ohio Edison Company, as Lessee. (1991 Form 
              10-K, Exhibit 10-65.)

     10-82 -  Amendment No. 4 dated as of November 1, 1991, to 
              Participation Agreement dated as of March 16, 1987 
              among Security Pacific Capital Leasing Corporation, as 
              Owner Participant, PNPP Funding Corporation, as Funding 
              Corporation, PNPP II Funding Corporation, as New 
              Funding Corporation, The First National Bank of Boston,
              as Owner Trustee, The Bank of New York, as Indenture 
              Trustee and Ohio Edison Company, as Lessee. (1991 Form 
              10-K, Exhibit 10-66.)

     10-83 -  Amendment No. 5 dated as of November 24, 1992 to 
              Participation Agreement dated as of March 16, 1987 as 
              amended among Security Pacific Capital Leasing 
              Corporation, as Owner Participant, PNPP Funding 
              Corporation, as Funding Corporation, PNPP II Funding 
              Corporation, as New Funding Corporation, The First 
              National Bank of Boston, as Owner Trustee, The Bank of 
              New York, as Indenture Trustee and Ohio Edison Company, 
              as Lessee. (1992 Form 10-K, Exhibit 10-71.)

     10-84 -  Amendment No. 6 dated as of January 12, 1993 to
              Participation Agreement dated as of March 16, 1987 as 
              amended among Security Pacific Capital Leasing 
              Corporation, as Owner Participant, PNPP Funding 
              Corporation, as Funding Corporation, PNPP II Funding 
              Corporation, as New Funding Corporation, The First 
              National Bank of Boston, as Owner Trustee, The Bank of 
              New York, as Indenture Trustee and Ohio Edison Company, 
              as Lessee. (1994 Form 10-K, Exhibit 10-80.)

     10-85 -  Amendment No. 7 dated as of October 12, 1994 to
              Participation Agreement dated as of March 16, 1987 as 
              amended among Security Pacific Capital Leasing 
              Corporation, as Owner Participant, PNPP Funding 
              Corporation, as Funding Corporation, PNPP II Funding 
              Corporation, as New Funding Corporation, The First 
              National Bank of Boston, as Owner Trustee, The Bank of 
              New York, as Indenture Trustee and Ohio Edison Company, 
              as Lessee. (1994 Form 10-K, Exhibit 10-81.)
     10-86 -  Facility Lease dated as of March 16, 1987 between The 
              First National Bank of Boston, as Owner Trustee, with 
              Security Pacific Capital Leasing Corporation, Lessor, 
              and Ohio Edison Company, as Lessee. (1986 Form 10-K, 
              Exhibit 28-14.)

     10-87 -  Amendment No. 1 dated as of September 1, 1987 to 
              Facility Lease dated as of March 16, 1987 between The 
              First National Bank of Boston as Owner Trustee, Lessor 
              and Ohio Edison Company, Lessee. (1991 Form 10-K, 
              Exhibit 10-68.)

     10-88 -  Amendment No. 2 dated as of November 1, 1991 to 
              Facility Lease dated as of March 16, 1987 between The 
              First National Bank of Boston as Owner Trustee, Lessor 
              and Ohio Edison Company, Lessee. (1991 Form 10-K, 
              Exhibit 10-69.)

     10-89 -  Amendment No. 3 dated as of November 24, 1992 to 
              Facility Lease dated as of March 16, 1987, as amended, 
              between, The First National Bank of Boston, as Owner 
              Trustee, with Security Pacific Capital Leasing 
              Corporation, as Owner Participant and Ohio Edison 
              Company, as Lessee. (1992 Form 10-K, Exhibit 10-75.)
     10-90 -  Amendment No. 4 dated as of January 12, 1993 to 
              Facility Lease dated as of March 16, 1987 as amended 
              between, The First National Bank of Boston, as Owner 
              Trustee, with Security Pacific Capital Leasing 
              Corporation, as Owner Participant, and Ohio Edison 
              Company, as Lessee. (1992 Form 10-K, Exhibit 10-76.)

     10-91 -  Amendment No. 5 dated as of October 12, 1994 to 
              Facility Lease dated as of March 16, 1987 as amended 
              between, The First National Bank of Boston, as Owner 
              Trustee, with Security Pacific Capital Leasing 
              Corporation, as Owner Participant, and Ohio Edison 
              Company, as Lessee. (1994 Form 10-K, Exhibit 10-87.)

     10-92 -  Letter Agreement dated as of March 19, 1987 between 
              Ohio Edison Company, as Lessee, and The First National 
              Bank of Boston, as Owner Trustee under a Trust, dated 
              as of March 16, 1987, with Security Pacific Capital 
              Leasing Corporation, required by Section 3(d) of the 
              Facility Lease. (1986 Form 10-K, Exhibit 28-15.)

     10-93 -  Ground Lease dated as of March 16, 1987 between Ohio 
              Edison Company, Ground Lessor, and The First National 
              Bank of Boston, as Owner Trustee under a Trust 
              Agreement, dated as of March 16, 1987, with Perry One 
              Alpha Limited Partnership, Tenant. (1986 Form 10-K, 
              Exhibit 28-16.)

     10-94 -  Trust Agreement dated as of March 16, 1987 between 
              Security Pacific Capital Leasing Corporation, as Owner 
              Participant, and The First National Bank of Boston. 
              (1986 Form 10-K, Exhibit 28-17.)

     10-95 -  Trust Indenture, Mortgage, Security Agreement and 
              Assignment of Facility Lease dated as of March 16, 1987 
              between The First National Bank of Boston, as Owner 
              Trustee under a Trust Agreement, dated as of March 16, 
              1987, with Security Pacific Capital Leasing 
              Corporation, and Irving Trust Company, as Indenture 
              Trustee. (1986 Form 10-K, Exhibit 28-18.)

     10-96 -  Supplemental Indenture No. 1 dated as of September 1, 
              1987 to Trust Indenture, Mortgage, Security Agreement 
              and Assignment of Facility Lease dated as of March 16, 
              1987 between The First National Bank of Boston, as 
              Owner Trustee and Irving Trust Company (now The Bank of 
              New York), as Indenture Trustee. (1991 Form 10-K, 
              Exhibit 10-74.)

     10-97 -  Supplemental Indenture No. 2 dated as of November 1, 
              1991 to Trust Indenture, Mortgage, Security Agreement 
              and Assignment of Facility Lease dated as of March 16, 
              1987 between The First National Bank of Boston, as 
              Owner Trustee and The Bank of New York, as Indenture 
              Trustee. (1991 Form 10-K, Exhibit 10-75.)

     10-98 -  Tax Indemnification Agreement dated as of March 16, 
              1987 between Security Pacific Capital Leasing 
              Corporation, as Owner Participant, and Ohio Edison 
              Company, as Lessee. (1986 Form 10-K, Exhibit 28-19.)

     10-99 -  Amendment No. 1 dated as of November 1, 1991 to Tax 
              Indemnification Agreement dated as of March 16, 1987 
              between Security Pacific Capital Leasing Corporation 
              and Ohio Edison Company. (1991 Form 10-K, Exhibit 10-
              77.)

     10-100-  Amendment No. 2 dated as of January 12, 1993 to Tax 
              Indemnification Agreement dated as of March 16, 1987 
              between Security Pacific Capital Leasing Corporation 
              and Ohio Edison Company. (1994 Form 10-K, Exhibit 10-
              96.)

     10-101-  Amendment No. 3 dated as of October 12, 1994 to Tax 
              Indemnification Agreement dated as of March 16, 1987 
              between Security Pacific Capital Leasing Corporation 
              and Ohio Edison Company. (1994 Form 10-K, Exhibit 10-
              97.)

     10-102-  Assignment, Assumption and Further Agreement dated as 
              of March 16, 1987 among The First National Bank of 
              Boston, as Owner Trustee under a Trust Agreement, dated 
              as of March 16, 1987, with Security Pacific Capital 
              Leasing Corporation, The Cleveland Electric 
              Illuminating Company, Duquesne Light Company, Ohio 
              Edison Company, Pennsylvania Power Company and Toledo 
              Edison Company. (1986 Form 10-K, Exhibit 28-20.)

     10-103-  Additional Support Agreement dated as of March 16, 1987 
              between The First National Bank of Boston, as Owner 
              Trustee under a Trust Agreement, dated as of March 16, 
              1987, with Security Pacific Capital Leasing 
              Corporation, and Ohio Edison Company. (1986 Form 10-K, 
              Exhibit 28-21.)

     10-104-  Bill of Sale, Instrument of Transfer and Severance 
              Agreement dated as of March 19, 1987 between Ohio 
              Edison Company, Seller, and The First National Bank of 
              Boston, as Owner Trustee under a Trust Agreement, dated 
              as of March 16, 1987, with Security Pacific Capital 
              Leasing Corporation, Buyer. (1986 Form 10-K, Exhibit 
              28-22.)

     10-105-  Easement dated as of March 16, 1987 from Ohio Edison 
              Company, Grantor, to The First National Bank of Boston, 
              as Owner Trustee under a Trust Agreement, dated as of 
              March 16, 1987, with Security Pacific Capital Leasing 
              Corporation, Grantee. (1986 Form 10-K, Exhibit 28-23.)

     10-106-  Refinancing Agreement dated as of November 1, 1991 
              among Perry One Alpha Limited Partnership, as Owner 
              Participant, PNPP Funding Corporation, as Funding 
              Corporation, PNPP II Funding Corporation, as New 
              Funding Corporation, The First National Bank of Boston, 
              as Owner Trustee, The Bank of New York, as Indenture 
              Trustee, The Bank of New York, as Collateral Trust 
              Trustee, The Bank of New York, as New Collateral Trust 
              Trustee and Ohio Edison Company, as Lessee. (1991 Form 
              10-K, Exhibit 10-82.)

     10-107-  Refinancing Agreement dated as of November 1, 1991 
              among Security Pacific Leasing Corporation, as Owner 
              Participant, PNPP Funding Corporation, as Funding 
              Corporation, PNPP II Funding Corporation, as New 
              Funding Corporation, The First National Bank of Boston, 
              as Owner Trustee, The Bank of New York, as Indenture 
              Trustee, The Bank of New York, as Collateral Trust 
              Trustee, The Bank of New York, as New Collateral Trust 
              Trustee and Ohio Edison Company, as Lessee. (1991 Form 
              10-K, Exhibit 10-83.)

     10-108-  Ohio Edison Company Master Decommissioning Trust 
              Agreement for Perry Nuclear Power Plant Unit One, Perry 
              Nuclear Power Plant Unit Two, Beaver Valley Power 
              Station Unit One and Beaver Valley Power Station Unit 
              Two dated July 1, 1993. (1993 Form 10-K, Exhibit 
              10-94.)

     10-109-  Nuclear Fuel Lease dated as of March 31, 1989, between 
              OES Fuel, Incorporated, as Lessor, and Ohio Edison 
              Company, as Lessee. (1989 Form 10-K, Exhibit 10-62.)

     10-110-  Receivables Purchase Agreement dated as November 28, 
              1989, as amended and restated as of April 23, 1993, 
              between OES Capital, Incorporated, Corporate Asset
              Funding Company, Inc. and Citicorp North America, Inc. 
             (1994 Form 10-K, Exhibit 10-106.)

     10-111-  Guarantee Agreement entered into by Ohio Edison Company 
              dated as of January 17, 1991. (1990 Form 10-K, Exhibit 
              10-64).

     10-112-  Transfer and Assignment Agreement among Ohio Edison 
              Company and Chemical Bank, as trustee under the OE 
              Power Contract Trust. (1990 Form 10-K, Exhibit 10-65).

     10-113-  Renunciation of Payments and Assignment among Ohio 
              Edison Company, Monongahela Power Company, West Penn 
              Power Company, and the Potomac Edison Company dated as 
              of January 4, 1991. (1990 Form 10-K, Exhibit 10-66).

     10-114-  Transfer and Assignment Agreement dated May 20, 1994 
              among Ohio Edison Company and Chemical Bank, as trustee 
              under the OE Power Contract Trust. (1994 Form 10-K, 
              Exhibit 10-110.)

     10-115-  Renunciation of Payments and Assignment among Ohio 
              Edison Company, Monongahela Power Company, West Penn 
              Power Company, and the Potomac Edison Company dated as 
              of May 20, 1994. (1994 Form 10-K, Exhibit 10-111.)

     10-116-  Transfer and Assignment Agreement dated October 12, 
              1994 among Ohio Edison Company and Chemical Bank, as 
              trustee under the OE Power Contract Trust. (1994 Form 
              10-K, Exhibit 10-112.)

     10-117-  Renunciation of Payments and Assignment among Ohio 
              Edison Company, Monongahela Power Company, West Penn 
              Power Company, and the Potomac Edison Company dated as 
              of October 12, 1994. (1994 Form 10-K, Exhibit 10-113.)

(E)  10-118-  Participation Agreement dated as of September 15, 1987, 
              among Beaver Valley Two Pi Limited Partnership, as 
              Owner Participant, the Original Loan Participants 
              listed in Schedule 1 Thereto, as Original Loan 
              Participants, BVPS Funding Corporation, as Funding 
              Corporation, The First National Bank of Boston, as 
              Owner Trustee, Irving Trust Company, as Indenture 
              Trustee and Ohio Edison Company, as Lessee. (1987 Form 
              10-K, Exhibit 28-1.)

(E)  10-119-  Amendment No. 1 dated as of February 1, 1988, to 
              Participation Agreement dated as of September 15, 1987, 
              among Beaver Valley Two Pi Limited Partnership, as 
              Owner Participant, the Original Loan Participants 
              listed in Schedule 1 Thereto, as Original Loan 
              Participants, BVPS Funding Corporation, as Funding
              Corporation, The First National Bank of Boston, as 
              Owner Trustee, Irving Trust Company, as Indenture 
              Trustee and Ohio Edison Company, as Lessee. (1987 Form 
              10-K, Exhibit 28-2.)

(E)  10-120-  Amendment No. 3 dated as of March 16, 1988 to 
              Participation Agreement dated as of September 15, 1987, 
              as amended, among Beaver Valley Two Pi Limited 
              Partnership, as Owner Participant, BVPS Funding 
              Corporation, The First National Bank of Boston, as 
              Owner Trustee, Irving Trust Company, as Indenture 
              Trustee and Ohio Edison Company, as Lessee. (1992 
              Form 10-K, Exhibit 10-99.)

(E)  10-121-  Amendment No. 4 dated as of November 5, 1992 to 
              Participation Agreement dated as of September 15, 1987, 
              as amended, among Beaver Valley Two Pi Limited 
              Partnership, as Owner Participant, BVPS Funding 
              Corporation, BVPS II Funding Corporation, The First 
              National Bank of Boston, as Owner Trustee, The Bank of 
              New York, as Indenture Trustee and Ohio Edison Company, 
              as Lessee. (1992 Form 10-K, Exhibit 10-100.)

(E)  10-122-  Amendment No. 5 dated as of September 30, 1994 to 
              Participation Agreement dated as of September 15, 1987, 
              as amended, among Beaver Valley Two Pi Limited 
              Partnership, as Owner Participant, BVPS Funding 
              Corporation, BVPS II Funding Corporation, The First 
              National Bank of Boston, as Owner Trustee, The Bank of 
              New York, as Indenture Trustee and Ohio Edison Company, 
              as Lessee. (1994 Form 10-K, Exhibit 10-118.)

(E)  10-123-  Facility Lease dated as of September 15, 1987, between 
              The First National Bank of Boston, as Owner Trustee, 
              with Beaver Valley Two Pi Limited Partnership, Lessor, 
              and Ohio Edison Company, Lessee. (1987 Form 10-K, 
              Exhibit 28-3.)

(E)  10-124-  Amendment No. 1 dated as of February 1, 1988, to 
              Facility Lease dated as of September 15, 1987, between 
              The First National Bank of Boston, as Owner Trustee, 
              with Beaver Valley Two Pi Limited Partnership, Lessor, 
              and Ohio Edison Company, Lessee. (1987 Form 10-K, 
              Exhibit 28-4.)

(E)  10-125-  Amendment No. 2 dated as of November 5, 1992 to 
              Facility Lease dated as of September 15, 1987, as 
              amended, between The First National Bank of Boston, as 
              Owner Trustee, with Beaver Valley Two Pi Limited 
              Partnership, as Owner Participant, and Ohio Edison 
              Company, as Lessee. (1992 Form 10-K, Exhibit 10-103.)

(E)  10-126-  Amendment No. 3 dated as of September 30, 1994 to 
              Facility Lease dated as of September 15, 1987, as 
              amended, between The First National Bank of Boston, as 
              Owner Trustee, with Beaver Valley Two Pi Limited 
              Partnership, as Owner Participant, and Ohio Edison 
              Company, as Lessee. (1994 Form 10-K, Exhibit 10-122.)

(E)  10-127-  Ground Lease and Easement Agreement dated as of 
              September 15, 1987, between Ohio Edison Company, Ground 
              Lessor, and The First National Bank of Boston, as Owner 
              Trustee under a Trust Agreement, dated as of September 
              15, 1987, with Beaver Valley Two Pi Limited 
              Partnership, Tenant. (1987 Form 10-K, Exhibit 28- 5.)

(E)  10-128-  Trust Agreement dated as of September 15, 1987, between 
              Beaver Valley Two Pi Limited Partnership, as Owner 
              Participant, and The First National Bank of Boston. 
             (1987 Form 10-K, Exhibit 28-6.)

(E)  10-129-  Trust Indenture, Mortgage, Security Agreement and 
              Assignment of Facility Lease dated as of September 15, 
              1987, between The First National Bank of Boston, as 
              Owner Trustee under a Trust Agreement dated as of 
              September 15, 1987, with Beaver Valley Two Pi Limited 
              Partnership, and Irving Trust Company, as Indenture 
              Trustee. (1987 Form 10-K, Exhibit 28-7.)

(E)  10-130-  Supplemental Indenture No. 1 dated as of February 1, 
              1988 to Trust Indenture, Mortgage, Security Agreement 
              and Assignment of Facility Lease dated as of 
              September 15, 1987 between The First National Bank of 
              Boston, as Owner Trustee under a Trust Agreement dated 
              as of September 15, 1987 with Beaver Valley Two Pi 
              Limited Partnership and Irving Trust Company, as 
              Indenture Trustee. (1987 Form 10-K, Exhibit 28-8.)

(E)  10-131-  Tax Indemnification Agreement dated as of September 15, 
              1987, between Beaver Valley Two Pi Inc. and PARock 
              Limited Partnership as General Partners and Ohio Edison 
              Company, as Lessee. (1987 Form 10-K, Exhibit 28-9.)

(E)  10-132-  Amendment No. 1 dated as of November 5, 1992 to Tax 
              Indemnification Agreement dated as of September 15, 
              1987, between Beaver Valley Two Pi Inc. and PARock 
              Limited Partnership as General Partners and Ohio Edison 
              Company, as Lessee. (1994 Form 10-K, Exhibit 10-128.)

(E)  10-133-  Amendment No. 2 dated as of September 30, 1994 to Tax 
              Indemnification Agreement dated as of September 15, 
              1987, between Beaver Valley Two Pi Inc. and PARock 
              Limited Partnership as General Partners and Ohio Edison 
              Company, as Lessee. (1994 Form 10-K, Exhibit 10-129.)

(E)  10-134-  Tax Indemnification Agreement dated as of September 15, 
              1987, between HG Power Plant, Inc., as Limited Partner 
              and Ohio Edison Company, as Lessee. (1987 Form 10-K, 
              Exhibit 28-10.)

(E)  10-135-  Amendment No. 1 dated as of November 5, 1992 to Tax 
              Indemnification Agreement dated as of September 15, 
              1987, between HG Power Plant, Inc., as Limited Partner 
              and Ohio Edison Company, as Lessee. (1994 Form 10-K, 
              Exhibit 10-131.)

(E)  10-136-  Amendment No. 2 dated as of September 30, 1994 to Tax 
              Indemnification Agreement dated as of September 15, 
              1987, between HG Power Plant, Inc., as Limited Partner 
              and Ohio Edison Company, as Lessee. (1994 Form 10-K, 
              Exhibit 10-132.)

(E)  10-137-  Assignment, Assumption and Further Agreement dated as 
              of September 15, 1987, among The First National Bank of 
              Boston, as Owner Trustee under a Trust Agreement, dated 
              as of September 15, 1987, with Beaver Valley Two Pi 
              Limited Partnership, The Cleveland Electric 
              Illuminating Company, Duquesne Light Company, Ohio 
              Edison Company, Pennsylvania Power Company and Toledo 
              Edison Company. (1987 Form 10-K, Exhibit 28-11.)

(E)  10-138-  Additional Support Agreement dated as of September 15, 
              1987, between The First National Bank of Boston, as 
              Owner Trustee under a Trust Agreement, dated as of 
              September 15, 1987, with Beaver Valley Two Pi Limited 
              Partnership, and Ohio Edison Company. (1987 Form 10-K, 
              Exhibit 28-12.)

(F)  10-139-  Participation Agreement dated as of September 15, 1987, 
              among Chrysler Consortium Corporation, as Owner 
              Participant, the Original Loan Participants listed in 
              Schedule 1 Thereto, as Original Loan Participants, BVPS 
              Funding Corporation, as Funding Corporation, The First 
              National Bank of Boston, as Owner Trustee, Irving Trust 
              Company, as Indenture Trustee and Ohio Edison Company, 
              as Lessee. (1987 Form 10-K, Exhibit 28-13.)

(F)  10-140-  Amendment No. 1 dated as of February 1, 1988, to 
              Participation Agreement dated as of September 15, 1987, 
              among Chrysler Consortium Corporation, as Owner 
              Participant, the Original Loan Participants listed in 
              Schedule I Thereto, as Original Loan Participants, BVPS 
              Funding Corporation, as Funding Corporation, The First 
              National Bank of Boston, as Owner Trustee, Irving Trust 
              Company, as Indenture Trustee, and Ohio Edison Company, 
              as Lessee. (1987 Form 10-K, Exhibit 28-14.)

(F)  10-141-  Amendment No. 3 dated as of March 16, 1988 to 
              Participation Agreement dated as of September 15, 1987, 
              as amended, among Chrysler Consortium Corporation, as 
              Owner Participant, BVPS Funding Corporation, The First 
              National Bank of Boston, as Owner Trustee, Irving Trust 
              Company, as Indenture Trustee, and Ohio Edison Company, 
              as Lessee. (1992 Form 10-K, Exhibit 10-114.)

(F)  10-142-  Amendment No. 4 dated as of November 5, 1992 to 
              Participation Agreement dated as of September 15, 1987, 
              as amended, among Chrysler Consortium Corporation, as 
              Owner Participant, BVPS Funding Corporation, BVPS II 
              Funding Corporation, The First National Bank of Boston, 
              as Owner Trustee, The Bank of New York, as Indenture 
              Trustee and Ohio Edison Company, as Lessee. (1992 Form 
              10-K, Exhibit 10-115.)

(F)  10-143-  Amendment No. 5 dated as of January 12, 1993 to 
              Participation Agreement dated as of September 15, 1987, 
              as amended, among Chrysler Consortium Corporation, as 
              Owner Participant, BVPS Funding Corporation, BVPS II 
              Funding Corporation, The First National Bank of Boston, 
              as Owner Trustee, The Bank of New York, as Indenture 
              Trustee and Ohio Edison Company, as Lessee. (1994 Form 
              10-K, Exhibit 10-139.)

(F)  10-144-  Amendment No. 6 dated as of September 30, 1994 to 
              Participation Agreement dated as of September 15, 1987, 
              as amended, among Chrysler Consortium Corporation, as 
              Owner Participant, BVPS Funding Corporation, BVPS II 
              Funding Corporation, The First National Bank of Boston, 
              as Owner Trustee, The Bank of New York, as Indenture 
              Trustee and Ohio Edison Company, as Lessee. (1994 Form 
              10-K, Exhibit 10-140.)

(F)  10-145-  Facility Lease dated as of September 15, 1987, between 
              The First National Bank of Boston, as Owner Trustee, 
              with Chrysler Consortium Corporation, Lessor, and Ohio 
              Edison Company, as Lessee. (1987 Form 10-K, Exhibit 28-
              15.)

(F)  10-146-  Amendment No. 1 dated as of February 1, 1988, to 
              Facility Lease dated as of September 15, 1987, between 
              The First National Bank of Boston, as Owner Trustee, 
              with Chrysler Consortium Corporation, Lessor, and Ohio 
              Edison Company, Lessee. (1987 Form 10-K, Exhibit 28-
              16.)

(F)  10-147-  Amendment No. 2 dated as of November 5, 1992 to 
              Facility Lease dated as of September 15, 1987, as 
              amended, between The First National Bank of Boston, as 
              Owner Trustee, with Chrysler Consortium Corporation, as 
              Owner Participant and Ohio Edison Company, as Lessee. 
              (1992 Form 10-K, Exhibit 118.)

(F)  10-148-  Amendment No. 3 dated as of January 12, 1993 to 
              Facility Lease dated as of September 15, 1987, as 
              amended, between The First National Bank of Boston, as 
              Owner Trustee, with Chrysler Consortium Corporation, as 
              Owner Participant, and Ohio Edison Company, as Lessee.
              (1992 Form 10-K, Exhibit 10-119.)

(F)  10-149-  Amendment No. 4 dated as of September 30, 1994 to 
              Facility Lease dated as of September 15, 1987, as 
              amended, between The First National Bank of Boston, as 
              Owner Trustee, with Chrysler Consortium Corporation, as 
              Owner Participant, and Ohio Edison Company, as Lessee. 
             (1994 Form 10-K, Exhibit 10-145.)

(F)  10-150-  Ground Lease and Easement Agreement dated as of 
              September 15, 1987, between Ohio Edison Company, Ground 
              Lessor, and The First National Bank of Boston, as Owner 
              Trustee under a Trust Agreement, dated as of September 
              15, 1987, with Chrysler Consortium Corporation, Tenant. 
              (1987 Form 10-K, Exhibit 28-17.)

(F)  10-151-  Trust Agreement dated as of September 15, 1987, between 
              Chrysler Consortium Corporation, as Owner Participant, 
              and The First National Bank of Boston. (1987 Form 10-K, 
              Exhibit 28-18.)

(F)  10-152-  Trust Indenture, Mortgage, Security Agreement and 
              Assignment of Facility Lease dated as of September 15, 
              1987, between the First National Bank of Boston, as 
              Owner Trustee under a Trust Agreement, dated as of 
              September 15, 1987, with Chrysler Consortium 
              Corporation and Irving Trust Company, as Indenture 
              Trustee. (1987 Form 10-K, Exhibit 28-19.)

(F)  10-153-  Supplemental Indenture No. 1 dated as of February 1, 
              1988 to Trust Indenture, Mortgage, Security Agreement 
              and Assignment of Facility Lease dated as of 
              September 15, 1987 between The First National Bank of 
              Boston, as Owner Trustee under a Trust Agreement dated 
              as of September 15, 1987 with Chrysler Consortium 
              Corporation and Irving Trust Company, as Indenture 
              Trustee. (1987 Form 10-K, Exhibit 28-20.)

(F)  10-154-  Tax Indemnification Agreement dated as of September 15, 
              1987, between Chrysler Consortium Corporation, as Owner 
              Participant, and Ohio Edison Company, as Lessee. (1987 
              Form 10-K, Exhibit 28-21.)

(F)  10-155-  Amendment No. 1 dated as of November 5, 1992 to Tax 
              Indemnification Agreement dated as of September 15, 
              1987, between Chrysler Consortium Corporation, as Owner 
              Participant, and Ohio Edison Company, as Lessee. (1994 
              Form 10-K, Exhibit 10-151.)

(F)  10-156-  Amendment No. 2 dated as of January 12, 1993 to Tax 
              Indemnification Agreement dated as of September 15, 
              1987, between Chrysler Consortium Corporation, as Owner 
              Participant, and Ohio Edison Company, as Lessee. (1994 
              Form 10-K, Exhibit 10-152.)

(F)  10-157-  Amendment No. 3 dated as of September 30, 1994 to Tax 
              Indemnification Agreement dated as of September 15, 
              1987, between Chrysler Consortium Corporation, as Owner 
              Participant, and Ohio Edison Company, as Lessee. (1994 
              Form 10-K, Exhibit 10-153.)

(F)  10-158-  Assignment, Assumption and Further Agreement dated as 
              of September 15, 1987, among The First National Bank of 
              Boston, as Owner Trustee under a Trust Agreement, dated 
              as of September 15, 1987, with Chrysler Consortium 
              Corporation, The Cleveland Electric Illuminating 
              Company, Duquesne Light Company, Ohio Edison Company, 
              Pennsylvania Power Company, and Toledo Edison Company. 
             (1987 Form 10-K, Exhibit 28-22.)

(F)  10-159-  Additional Support Agreement dated as of September 15, 
              1987, between The First National Bank of Boston, as 
              Owner Trustee under a Trust Agreement, dated as of 
              September 15, 1987, with Chrysler Consortium 
              Corporation, and Ohio Edison Company. (1987 Form 10-K, 
              Exhibit 28-23.)

     10-160-  Operating Agreement dated March 10, 1987 with respect 
              to Perry Unit No. 1 between the CAPCO Companies. (1987 
              Form 10-K, Exhibit 28-24.)

     10-161-  Operating Agreement for Bruce Mansfield Units Nos. 1, 2 
              and 3 dated as of June 1, 1976, and executed on 
              September 15, 1987, by and between the CAPCO Companies. 
              (1987 Form 10-K, Exhibit 28-25.)

     10-162-  Operating Agreement for W. H. Sammis Unit No. 7 dated 
              as of September 1, 1971 by and between the CAPCO 
              Companies. (1987 Form 10-K, Exhibit 28-26.)

     10-163-  OE-APS Power Interchange Agreement dated March 18, 
              1987, by and among Ohio Edison Company and Pennsylvania 
              Power Company, and Monongahela Power Company and West 
              Penn Power Company and The Potomac Edison Company. 
              (1987 Form 10-K, Exhibit 28-27.)

     10-164-  OE-PEPCO Power Supply Agreement dated March 18, 1987, 
              by and among Ohio Edison Company and Pennsylvania Power 
              Company and Potomac Electric Power Company. (1987 
              Form 10-K, Exhibit 28-28.)

     10-165-  Supplement No. 1 dated as of April 28, 1987, to the OE-
              PEPCO Power Supply Agreement dated March 18, 1987, by 
              and among Ohio Edison Company, Pennsylvania Power 
              Company, and Potomac Electric Power Company. (1987 Form 
              10-K, Exhibit 28-29.)

     10-166-  APS-PEPCO Power Resale Agreement dated March 18, 1987, 
              by and among Monongahela Power Company, West Penn Power 
              Company, and The Potomac Edison Company and Potomac 
              Electric Power Company. (1987 Form 10-K, Exhibit 28-
              30.)
(A)  12.1  -  Consolidated fixed charge ratios.

(A)  13.1  -  1998 Annual Report to Stockholders. (Only those 
              portions expressly incorporated by reference in this 
              Form 10-K are to be deemed "filed" with the SEC.)

(A)  21.1  -  List of Subsidiaries of the Registrant at December 31, 
              1998.

(A)  23.1  -  Consent of Independent Public Accountants.

(A)  27.1  -  Financial Data Schedule.

(A)  Provided herein in electronic format as an exhibit.

(B)  Pursuant to paragraph (b)(4)(iii)(A) of Item 601 of Regulation 
     S-K, OE has not filed as an exhibit to this Form 10-K any 
     instrument with respect to long-term debt if the total amount of 
     securities authorized thereunder does not exceed 10% of the 
     total assets of OE and its subsidiaries on a consolidated basis, 
     but hereby agrees to furnish to the SEC on request any such 
     instruments.

(C)  Management contract or compensatory plan contract or arrangement 
     filed pursuant to Item 601 of Regulation S-K.

(D)  Substantially similar documents have been entered into relating 
     to three additional Owner Participants.

(E)  Substantially similar documents have been entered into relating 
     to five additional Owner Participants.

(F)  Substantially similar documents have been entered into relating 
     to two additional Owner Participants. 

     Note:  Reports of OE on Forms 10-Q and 10-K are on file with the 
            SEC under number 1-2578.

     Pursuant to Rule 14a - 3 (10) of the Securities Exchange Act of 
     1934, the Company will furnish any exhibit in this Report upon 
     the payment of the Company's expenses in furnishing such 
     exhibit.

  3.  Exhibits - Penn

      3-1  -  Agreement of Merger and Consolidation dated April 1, 
              1929, among Pennsylvania Power Company (Penn), Harmony 
              Electric Company and Peoples Power Company (consummated 
              May 31, 1930), copies of Letters Patent issued thereon, 
              together with the Election Return and Treasurer's 
              Return, relative to decrease of capital stock; Election 
              Return authorizing change of capital stock and increase 
              of indebtedness; Election Return authorizing change of 
              capital stock; Election Return authorizing increase of 
              capital stock; Election Return establishing 4.24% 
              Preferred Stock; Certificate with respect to the 
              establishment of the 4.64% Preferred Stock; Election 
              Returns and Certificates of Actual Sale in connection 
              with the purchase by Penn Power of all the property of 
              Pine-Mercer Electric Company, Industry Borough Electric 
              Company, Ohio Township Electric Company, and 
              Shippingport Borough Electric Company; Certificate of 
              Change of Location of Penn Power's principal office; 
              Certificate of Consent authorizing increase in 
              authorized Common Stock; Certificate of Consent with 
              respect to the removal of limitations on the authorized 
              amount of indebtedness of Penn Power; Election Returns
              and Certificates of Actual Sale in connection with the 
              purchase by Penn Power of all the property of Borolak 
              Public Service Company, Eastfax Public Service Company, 
              Norango Public Service Company, Sadwick Public Service 
              Company, Sosango Public Service Company, Surrick Public 
              Service Company, Wesango Public Service Company, and 
              Westfax Public Service Company; Certificate of Change 
              of Location of Penn Power's principal office; Amendment 
              to the Charter extending the territory in which Penn 
              Power may operate in the Borough of Shippingport, 
              Beaver County, Pennsylvania; Certificate of Consent 
              authorizing increase in authorized Common Stock; 
              Certificate with respect to the establishment of the 8% 
              Preferred Stock; Certificate accepting Business 
              Corporation Law of Pennsylvania for government and 
              regulation of affairs of Penn Power; Articles of 
              Amendment incorporating certain protective provisions 
              relating to Preferred Stock, increasing amount of 
              authorized Preferred Stock and authorizing future 
              increases in amounts of authorized Preferred Stock 
              without a vote of the holders of Preferred Stock; 
              Articles of Amendment increasing the authorized number 
              of shares of Common Stock; Statement Affecting Class or 
              Series of Shares with respect to the establishment of 
              the 7.64% Preferred Stock; Articles of Amendment 
              increasing the authorized number of shares of Common 
              Stock; Articles of Amendment increasing the number of 
              authorized shares of Preferred Stock; Statement 
              Affecting Class or Series of Shares with respect to the 
              establishment of the 8.48% Preferred Stock; Articles of 
              Amendment authorizing sinking fund requirements for 
              Preferred Stock; Statement Affecting Class or Series of 
              Shares with respect to the establishment of the 11% 
              Preferred Stock; Articles of Amendment increasing the 
              authorized number of shares of Common Stock; Statement 
              Affecting Class or Series of Shares with respect to the 
              establishment of the 9.16% Preferred Stock; Articles of 
              Amendment increasing authorized number of shares of 
              Common Stock; Articles of Amendment increasing 
              authorized number of shares of Preferred Stock; 
              Statement Affecting Class or Series of Shares with 
              respect to the establishment of the 8.24% Preferred 
              Stock; Statement Affecting Class or Series of Shares 
              with respect to the establishment of the 10.50% 
              Preferred Stock; Articles of Amendment increasing 
              authorized number of shares of Common Stock; Articles 
              of Amendment increasing authorized number of shares of 
              Preferred Stock; Statement Affecting Class or Series of 
              Shares with respect to the establishment of the 15.00% 
              Preferred Stock; Statement Affecting Class or Series of 
              Shares with respect to the establishment of the 11.50% 
              Preferred Stock; Articles of Amendment increasing 
              authorized number of shares of Preferred Stock; 
              Statement Affecting Class or Series of Shares with 
              respect to the establishment of the 13.00% Preferred 
              Stock; Statement Affecting Class or Series of Shares 
              with respect to the establishment of the 11.50% 
              Preferred Stock, Series B; Articles of Amendment 
              effective April 2, 1987, adding a standard of care for, 
              and limiting the personal liability of, officers and 
              directors; Articles of Amendment effective April 1, 
              1992, setting forth corporate purposes of the Company; 
              Statement With Respect to Shares with respect to the 
              establishment of the 7.625% Preferred Stock and 
              Statement with Respect to Shares with respect to the 
              establishment of the 7.75% Preferred Stock.(Physically 
              filed and designated respectively, as follows: in Form 
              A-2, Registration No. 2-3889, as Exhibit A-1; in Form 
              1-MD for 1938, File No.2-3889, as Exhibit (a)-1; in 
              Form 1-MD for 1945, File No. 2-3889, as Exhibit A; in 
              Form U-1, File No. 70-2310, as Exhibit A-3 (d); in Form 
              8-K for March 1951, File No. 1-3491, as Exhibit B; in 
              Form 8-K for June 1958, File No. 1-3491B, as Exhibit 1; 
              in Form 10-K for 1959 as Exhibits 1, 2, 3 and 4; in 
              Form 8-K for March 1960, File No. 1-3491B as Exhibit A; 
              in Form U-1, File No. 70-3971, as Exhibit A-2; in 
              Form U-1, File No. 70-4055, as Exhibit A-2; as Exhibits 
              1 through 8 in Form 8-K for January 1962, File No. 1-
              3491; as Exhibit A in Form 8-K for August 1963, File 
              No. 1-3491; as Exhibits A and B in Form 8-K for 
              September 1969, File No. 1-3491; as Exhibit B in Form
              8-K for April 1971, File No. 1-3491; as Exhibit B in 
              Form 8-K for September 1971, File No. 1-3491; in Form 
              Form 8-K for September 1972, File No. 1-3491; as 
              Exhibit A in Form 8-K for December 1972, File No. 1-
              3491; as Exhibit A in Form 8-K for March 1973, File No. 
              1-3491; as Exhibit A in Form 8-K for December 1973, 
              File No. 1-3491; as Exhibits A and C in Form 8-K for 
              February 1974, File No. 1-3491; as Exhibits A and B in 
              Form 8-K for January 1975, File No. 1-3491; as Exhibit 
              F in Form 8-K for May 1975, File No. 1-3491; as Exhibit 
              A in Form 8-K for April 1976, File No. 1-3491; as 
              Exhibit G in Form 10-Q for quarter ended June 30, 1977, 
              File No. 1-3491; as Exhibit C in Form 10-K for 1977, 
              File No. 1-3491; as Exhibit A in Form 10-K for 1977, 
              File No. 1-3491; as Exhibit D in Form 10-Q for quarter 
              ended June 30, 1980, File No. 1-3491; as Exhibit (4) in 
              Form 10-Q for quarter ended June 30, 1981, File No. 1-
              3491; as Exhibit 4 in Form 10-Q for quarter ended 
              June 30, 1982, File No. 1-3491; as Exhibit 4 in Form 
              10-Q for quarter ended September 30, 1982, File No. 1-
              3491; as Exhibit 4 in Form 10-Q for quarter ended 
              September 30, 1983, File No. 1-3491; as Exhibit 4 in 
              Form 10-Q for quarter ended March 31, 1984, File No. 1-
              3491; as Exhibit 4 in Form 10-Q for quarter ended 
              June 30, 1984, File No. 1-3491; as Exhibit 4 in Form 
              10-Q for quarter ended September 30, 1985, File No. 1-
              3491; as Exhibit 3-2 in Form 10-K for 1987 File No. 1-
              3491; as Exhibit 3-2 in Form 10-K for 1992 File 
              No. 1-3491; as Exhibit 19-2 in Form 10-K for 1992 File 
              No. 1-3491; and as Exhibit 3-2 in Form 10-K for 1993 
              File No. 1-3491.)

      3-2  -  By-Laws of Penn as amended March 25, 1992. (1992 
              Form 10-K, Exhibit 3-3, File No. 1-3491.)

      4-1* -  Indenture dated as of November 1, 1945, between Penn 
              and The First National Bank of the City of New York 
              (now Citibank, N.A.), as Trustee, as supplemented and 
              amended by Supplemental Indentures dated as of May 1, 
              1948, March 1, 1950, February 1, 1952, October 1, 1957,
              September 1, 1962, June 1, 1963, June 1, 1969, May 1, 
              1970, April 1, 1971, October 1, 1971, May 1, 1972, 
              December 1, 1974, October 1, 1975, September 1, 1976, 
              April 15, 1978, June 28, 1979, January 1, 1980, June 1, 
              1981, January 14, 1982, August 1, 1982, December 15, 
              1982, December 1, 1983, September 6, 1984, December 1, 
              1984, May 30, 1985, October 29, 1985, August 1, 1987,
              May 1, 1988, November 1, 1989, December 1, 1990, 
              September 1, 1991, May 1, 1992, July 15, 1992,
              August 1, 1992, and May 1, 1993, July 1, 1993, August 
              31, 1993, September 1, 1993, September 15, 1993, 
              October 1, 1993, November 1, 1993 and August 1, 1994. 
              (Physically filed and designated as Exhibits 2(b) (1)-1 
              through 2(b) (l)-15 in Registration Statement File No.
              2-60837; as Exhibits 2(b) (2), 2(b) (3), and 2 (b) (4
              in Registration Statement File No. 2-68906; as Exhibit 
              4-2 in Form 10-K for 1981 File No. 1-3491; as Exhibit 
              19-1 in Form 10-K for 1982 File No. 1-3491; as Exhibit 
              19-1 in Form 10-K for 1983 File No. 1-3491; as Exhibit 
              19-1 in Form 10-K for 1984 File No. 1-3491; as Exhibit 
              19-1 in Form 10-K for 1985 File No. 1-3491; as Exhibit 
              19-1 in Form 10-K for 1987 File No. 1-3491; as Exhibit 
              19-1 in Form 10-K for 1988 File No. 1-3491; as Exhibit 
              19 in Form 10-K for 1989 File No. 1-3491; as Exhibit 19 
              in Form 10-K for 1990 File No. 1-3491; as Exhibit 19 in 
              Form 10-K for 1991 File No. 1-3491; as Exhibit 19-1 in 
              Form 10-K for 1992 File No. 1-3491; as Exhibit 4-2 in 
              Form 10-K for 1993 File No. 1-3491; and as Exhibit 4-2 
              in Form 10-K for 1994 File No. 1-3491.)

      4-2  -  Supplemental Indenture dated as of September 1, 1995, 
              between Penn and Citibank, N.A., as Trustee. (1995 Form 
              10-K, Exhibit 4-2.)

      4-3  -  Supplemental Indenture dated as of June 1, 1997, 
              between Penn and Citibank, N.A., as Trustee. (1997 Form 
              10-K, Exhibit 4-3.)


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

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

(A)   4-4  -  Supplemental Indenture dated as of June 1, 1998, 
              between Penn and Citibank, N.A., as Trustee.

     10-1  -  Administration Agreement between the CAPCO Group dated 
              as of September 14, 1967. (Registration Statement of 
              Ohio Edison Company, File No. 2-43102, Exhibit 5 (c) 
              (2).)

     10-2  -  Amendment No. 1 dated January 4, 1974 to Administration 
              Agreement between the CAPCO Group dated as of 
              September 14, 1967. (Registration Statement No. 2-
              68906, Exhibit 5 (c) (3).)

     10-3  -  Transmission Facilities Agreement between the CAPCO 
              Group dated as of September 14, 1967. (Registration 
              Statement of Ohio Edison Company, File No. 2-43102, 
              Exhibit 5 (c) (3).)
     10-4  -  Amendment No. 1 dated as of January 1, 1993 to 
              Transmission Facilities Agreement between the CAPCO 
              Group dated as of September 14, 1967. (1993 Form 10-K, 
              Exhibit 10-4, Ohio Edison Company.)

     10-5  -  Agreement for the Termination or Construction of 
              Certain Agreements effective September 1, 1980 among 
              the CAPCO Group. (Registration Statement No. 2-68906, 
              Exhibit 10-4.)

     10-6  -  Amendment dated as of December 23, 1993 to Agreement 
              for the Termination or Construction of Certain 
              Agreements effective September 1, 1980 among the CAPCO 
              Group. (1993 Form 10-K, Exhibit 10-6, Ohio Edison 
              Company.)

     10-7  -  CAPCO Basic Operating Agreement, as amended September 
              1, 1980. (Registration Statement No. 2-68906, as 
              Exhibit 10-5.)

     10-8  -  Amendment No. 1 dated August 1, 1981 and Amendment No. 
              2 dated September 1, 1982, to CAPCO Basic Operating 
              Agreement as amended September 1, 1980. (September 30, 
              1981 Form 10-Q, Exhibit 20-1, and 1982 Form 10-K, 
              Exhibit 19-3, File No. 1-2578, of Ohio Edison Company.)

     10-9  -  Amendment No. 3 dated as of July 1, 1984, to CAPCO 
              Basic Operating Agreement as amended September 1, 1980. 
              (1985 Form 10-K, Exhibit 10-7, File No. 1-2578, of Ohio 
              Edison Company.)

    10-10  -  Basic Operating Agreement between the CAPCO Companies 
              as amended October 1, 1991. (1991 Form 10-K, Exhibit 
              10-8, File No. 1-2578, of Ohio Edison Company.)

    10-11  -  Basic Operating Agreement between the CAPCO Companies, 
              as amended January 1, 1993. (1993 Form 10-K, 
              Exhibit 10-11, Ohio Edison Company.)

    10-12  -  Memorandum of Agreement effective as of September 1,
              1980, among the CAPCO Group. (1991 Form 10-K, Exhibit 
              19-2, Ohio Edison Company.)

    10-13  -  Operating Agreement for Beaver Valley Power Station 
              Units Nos. 1 and 2 as Amended and Restated September 
              15, 1987, by and between the CAPCO Companies. (1987 
              Form 10-K, Exhibit 10-15, File No. 1-2578, of Ohio 
              Edison Company.)

    10-14  -  Construction Agreement with respect to Perry Plant 
              between the CAPCO Group dated as of July 22, 1974. 
              (Registration Statement of Toledo Edison Company, File 
              No. 2-52251, as Exhibit 5 (yy).)

    10-15  -  Participation Agreement No. 1 relating to the financing 
              of the development of certain coal mines, dated as of 
              October 1, 1973, among Quarto Mining Company, the CAPCO 
              Group, Energy Properties, Inc., General Electric Credit 
              Corporation, the Loan Participants listed in Schedules 
              A and B thereto, Central National Bank of Cleveland, as 
              Owner Trustee, National City Bank, as Loan Trustee, and 
              National City Bank, as Bond Trustee. (Registration 
              Statement of Ohio Edison Company, File No. 2-61146, 
              Exhibit 5 (e) (1).)

    10-16  -  Amendment No. 1 dated as of September 15, 1978, to 
              Participation Agreement No. 1 dated as of October 1, 
              1973, among Quarto Mining Company, the CAPCO Group, 
              Energy Properties, Inc., General Electric Credit 
              Corporation, the Loan Participants listed in Schedules 
              A and B thereto, Central National Bank of Cleveland, as 
              Owner Trustee, National City Bank, as Loan Trustee, and 
              National City Bank, as Bond Trustee. (Registration 
              Statement No. 2-68906, Exhibit 5 (e) (2).)

    10-17  -  Participation Agreement No. 2 relating to the financing 
              of the development of certain coal mines, dated as of 
              August 1, 1974, among Quarto Mining Company, the CAPCO 
              Group, Energy Properties, Inc., General Electric Credit 
              Corporation, the Loan Participants listed in Schedules 
              A and B thereto, Central National Bank of Cleveland, as 
              Owner Trustee, National City Bank, as Loan Trustee, and 
              National City Bank, as Bond Trustee. (Ohio Edison 
              Company, File No. 2-53059, Exhibit 5 (h) (2).)

    10-18  -  Amendment No. 1 dated as of September 15, 1978, to 
              Participation Agreement No. 2 dated as of August 1, 
              1974, among Quarto Mining Company, the CAPCO Group, 
              Energy Properties, Inc., General Electric Credit 
              Corporation, the Loan Participants listed in Schedules 
              A and B thereto, Central National Bank of Cleveland, as 
              Owner Trustee, National City Bank, as Loan Trustee, and 
              National City Bank, as Bond Trustee. (Registration 
              Statement No. 2-68906, Exhibit 5 (e) (4).)

    10-19  -  Participation Agreement No. 3 relating to the financing 
              of the development of certain coal mines, dated as of 
              September 15, 1978, among Quarto Mining Company, the 
              CAPCO Group, Energy Properties, Inc., General Electric 
              Credit Corporation, the Loan Participants listed in 
              Schedules A and B thereto, Central National Bank of 
              Cleveland, as Owner Trustee, National City Bank, as 
              Loan Trustee, and National City Bank, as Bond Trustee. 
              (Registration Statement No. 2-68906, Exhibit 5 (e) 
              (5).)

    10-20  -  Participation Agreement No. 4 relating to the financing 
              of the development of certain coal mines, dated as of 
              October 31, 1980, among Quarto Mining Company, the 
              CAPCO Group, the Loan Participants listed in Schedule A 
              thereto and National City Bank, as Bond Trustee. 
              (Registration Statement No. 2-68906, Exhibit 10-16.)

    10-21  -  Participation Agreement No. 5 dated as of May 1, 1986, 
              among Quarto Mining Company, the CAPCO Companies, the 
              Loan Participants listed in Schedule A thereto, and 
              National City Bank, as Bond Trustee. (1986 Form 10-K, 
              Exhibit 10-22, File No. 1-2578, Ohio Edison Company.)

    10-22  -  Participation Agreement No. 6 dated as of December 1, 
              1991, among Quarto Mining Company, the CAPCO Companies, 
              the Loan Participants listed in Schedule A thereto, 
              National City Bank, as Mortgage Bond Trustee, and 
              National City Bank, as Refunding Bond Trustee. (1991 
              Form 10-K, Exhibit 10-19, File No. 1-2578, Ohio Edison 
              Company.)

    10-23  -  Agreement entered into as of October 20, 1981, among 
              the CAPCO Companies regarding the use of Quarto Coal at 
              Mansfield Units Nos. 1, 2 and 3. (1981 Form 10-K, 
              Exhibit 20-1, File No. 1-2578, Ohio Edison Company.)

    10-24  -  Restated Option Agreement dated as of May 1, 1983, by 
              and between The North American Coal Corporation and the 
              CAPCO Companies. (1983 Form 10-K, Exhibit 19-1, File 
              No. 1-2578, Ohio Edison Company.)

    10-25  -  Trust Indenture and Mortgage dated as of October 1, 
              1973, between Quarto Mining Company and National City 
              Bank, as Bond Trustee, together with Guaranty, dated as 
              of October 1, 1973, with respect thereto by the CAPCO 
              Group. (Registration Statement of Ohio Edison Company, 
              File No. 2-61146, Exhibit 5 (e) (5).)

    10-26  -  Amendment No. 1 dated August 1, 1974, to Trust 
              Indenture and Mortgage dated as of October 1, 1973,
              between Quarto Mining Company and National City Bank, 
              as Bond Trustee, together with Amendment No. 1 dated 
              August 1, 1974, to Guaranty dated as of October 1,
              1973, with respect thereto by the CAPCO Group. 
              (Registration Statement of Ohio Edison Company, File 
              No. 2-53059, Exhibit 5 (h) (2).)

    10-27  -  Amendment No. 2 dated as of September 15, 1978, to 
              Trust Indenture and Mortgage dated as of October 1, 
              1973, as amended, between Quarto Mining Company and 
              National City Bank, as Bond Trustee, together with 
              Amendment No. 2 dated as of September 15, 1978, to Bond 
              Guaranty dated as of October 1, 1973, as amended, 
              between the CAPCO Group and National City Bank, as Bond 
              Trustee. (Registration Statement No. 2-68906, Exhibits 
              5 (e) (11) and 5 (e) (12).)

    10-28  -  Amendment No. 3 dated as of October 31, 1980, to Trust 
              Indenture and Mortgage dated as of October 1, 1973, as 
              amended, between Quarto Mining Company and National 
              City Bank, as Bond Trustee. (Registration Statement No. 
              2-68906, Exhibit 10-16.)

    10-29  -  Amendment No. 4 dated as of July 1, 1985, to Trust 
              Indenture and Mortgage dated as of October 1, 1973, as 
              amended, between Quarto Mining Company and National 
              City Bank, as Bond Trustee. (1985 Form 10-K, Exhibit 
              10-28, File No. 1-2578, Ohio Edison Company.)

    10-30  -  Amendment No. 5 dated as of May 1, 1986, to Trust 
              Indenture and Mortgage dated as of October 1, 1973, as 
              amended, between Quarto Mining Company and National 
              City Bank, as Bond Trustee. (1986 Form 10-K, Exhibit 
              10-30, File No. 1-2578, Ohio Edison Company.)

    10-31  -  Amendment No. 6 dated as of December 1, 1991, to Trust 
              Indenture and Mortgage dated as of October 1, 1973, as 
              amended, between Quarto Mining Company and National 
              City Bank, as Bond Trustee. (1991 Form 10-K, Exhibit 
              10-28, File No. 1-2578, Ohio Edison Company.)

    10-32  -  Trust Indenture dated as of December 1, 1991, between 
              Quarto Mining Company and National City Bank, as Bond 
              Trustee. (1991 Form 10-K, Exhibit 10-29, File No. 1-
              2578, Ohio Edison Company.)

    10-33  -  Amendment No. 3 dated as of October 31, 1980, to the 
              Bond Guaranty dated as of October 1, 1973, as amended, 
              with respect to the CAPCO Group. (Registration 
              Statement No. 2-68906, Exhibit 10-16.)
    10-34  -  Amendment No. 4 dated as of July 1, 1985, to the Bond 
              Guaranty dated as of October 1, 1973, as amended, by 
              the CAPCO Companies to National City Bank, as Bond 
              Trustee. (1985 Form 10-K, Exhibit 10-30 , File No. 1-
              2578, Ohio Edison Company.)

    10-35  -  Amendment No. 5 dated as of May 1, 1986, to the Bond 
              Guaranty dated as of October 1, 1973, as amended, by 
              the CAPCO Companies to National City Bank, as Bond 
              Trustee. (1986 Form 10-K, Exhibit 10-33, File No. 1-
              2578, Ohio Edison Company.)

    10-36  -  Amendment No. 6A dated as of December 1, 1991, to the 
              Bond Guaranty dated as of October 1, 1973, as amended, 
              by the CAPCO Companies to National City Bank, as Bond 
              Trustee. (1991 Form 10-K, Exhibit 10-33, File No. 1-
              2578, Ohio Edison Company.)

    10-37  -  Amendment No. 6B dated as of December 30, 1991, to the 
              Bond Guaranty dated as of October 1, 1973, as amended, 
              by the CAPCO Companies to National City Bank, as Bond 
              Trustee. (1991 Form 10-K, Exhibit 10-34, File No. 1-
              2578, Ohio Edison Company.)

    10-38  -  Bond Guaranty dated as of December 1, 1991, by the 
              CAPCO Companies to National City Bank, as Bond Trustee.
              (1991 Form 10-K, Exhibit 10-35, File No. 1-2578, Ohio 
              Edison Company.)

    10-39  -  Open End Mortgage dated as of October 1, 1973, between 
              Quarto Mining Company and the CAPCO Companies and
              Amendment No. 1 thereto dated as of September 15, 1978. 
              (Registration Statement No. 2-68906, Exhibit 10-23.)

    10-40  -  Restructuring Agreement dated as of April 1, 1985, 
              among Quarto Mining Company, the CAPCO Companies, 
              Energy Properties, Inc., General Electric Credit 
              Corporation, the Loan Participants listed in schedules 
              thereto, Central National Bank of Cleveland, as Owner 
              Trustee, National City Bank, as Loan Trustee, and 
              National City Bank, as Bond Trustee. (1985 Form 10-K, 
              Exhibit 10-33, File No. 1-2578, Ohio Edison Company.)

    10-41  -  Unsecured Note Guaranty dated as of July 1, 1985, by 
              the CAPCO Companies to General Electric Credit 
              Corporation. (1985 Form 10-K, Exhibit 10-34, File No. 
              1-2578, Ohio Edison Company.)

    10-42  -  Memorandum of Understanding dated as of March 31, 1985, 
              among the CAPCO Companies. (1985 Form 10-K, Exhibit 10-
              35, File No. 1-2578, Ohio Edison Company.)

(B)  10-43 -  Ohio Edison System Executive Supplemental Life 
              Insurance Plan. (1995 Form 10-K, Exhibit 10-44, File 
              No. 1-2578, Ohio Edison Company.)

(B)  10-44 -  Ohio Edison System Executive Incentive Compensation 
              Plan. (1995 Form 10-K, Exhibit 10-45, File No. 1-2578, 
              Ohio Edison Company.)

(B)  10-45 -  Ohio Edison System Restated and Amended Executive 
              Deferred Compensation Plan. (1995 Form 10-K, Exhibit 
              10-46, File No. 1-2578, Ohio Edison Company.)

(B)  10-46 -  Ohio Edison System Restated and Amended Supplemental 
              Executive Retirement Plan. (1995 Form 10-K, Exhibit 10-
              47, File No. 1-2578, Ohio Edison Company.)

    10-47  -  Operating Agreement for Perry Unit No. 1 dated March 
              10, 1987, by and between the CAPCO Companies. (1987 
              Form 10-K, Exhibit 28-24, File No. 1-2578, Ohio Edison 
              Company.)

    10-48  -  Operating Agreement for Bruce Mansfield Units Nos. 1, 2 
              and 3 dated as of June 1, 1976, and executed on 
              September 15, 1987, by and between the CAPCO Companies. 
              (1987 Form 10-K, Exhibit 28-25, File No. 1-2578, Ohio 
              Edison Company.)

    10-49  -  Operating Agreement for W. H. Sammis Unit No. 7 dated 
              as of September 1, 1971, by and between the CAPCO 
              Companies. (1987 Form 10-K, Exhibit 28-26, File No. 1-
              2578, Ohio Edison Company.)

  10-50  -    OE-APS Power Interchange Agreement dated March 18, 
              1987, by and among Ohio Edison Company and Pennsylvania 
              Power Company, and Monongahela Power Company and West 
              Penn Power Company and The Potomac Edison Company. 
              (1987 Form 10-K, Exhibit 28-27, File No. 1-2578, of 
              Ohio Edison Company.)

    10-51  -  OE-PEPCO Power Supply Agreement dated March 18, 1987, 
              by and among Ohio Edison Company and Pennsylvania Power 
              Company and Potomac Electric Power Company. (1987 Form 
              10-K, Exhibit 28-28, File No. 1-2578, of Ohio Edison 
              Company.)

    10-52  -  Supplement No. 1 dated as of April 28, 1987, to the OE-
              PEPCO Power Supply Agreement dated March 18, 1987, by 
              and among Ohio Edison Company, Pennsylvania Power 
              Company and Potomac Electric Power Company. (1987 Form 
              10-K, Exhibit 28-29, File No. 1-2578, of Ohio Edison 
              Company.)

    10-53  -  APS-PEPCO Power Resale Agreement dated March 18, 1987, 
              by and among Monongahela Power Company, West Penn Power 
              Company, and The Potomac Edison Company and Potomac 
              Electric Power Company. (1987 Form 10-K, Exhibit 28-30,
              File No. 1-2578, of Ohio Edison Company.)

    10-54  -  Pennsylvania Power Company Master Decommissioning Trust 
              Agreement for Beaver Valley Power Station and Perry 
              Nuclear Power Plant dated as of April 21, 1995. 
              (Quarter ended June 30, 1995 Form 10-Q, Exhibit 10, 
              File No. 1-3491.)

    10-55  -  Nuclear Fuel Lease dated as of March 31, 1989, between 
              OES Fuel, Incorporated, as Lessor, and Pennsylvania 
              Power Company, as Lessee. (1989 Form 10-K, Exhibit 10-
              39, File No. 1-3491.)

(A)  12.2  -  Fixed Charge Ratios

(A)  13.4  -  1998 Annual Report to Stockholders. (Only those 
              portions expressly incorporated by reference in this 
              Form 10-K are to be deemed "filed" with the Securities 
              and Exchange Commission.)

(A)  23.3  -  Consent of Independent Public Accountants.

(A)  27.4  -  Financial Data Schedule

(A)  Provided herein in electronic format as an exhibit.

(B)  Management contract or compensatory plan contract or arrangement 
     filed pursuant to Item 601 of Regulation S-K.

     Pursuant to Rule 14a - 3(10) of the Securities Exchange Act of 
     1934, the Company will furnish any exhibit in this Report upon 
     the payment of the Company's expenses in furnishing such 
     exhibit.


3.  Exhibits -Common Exhibits to CEI and TE

Exhibit
Number
-------

2(a)    -  Agreement and Plan of Merger between Ohio Edison and 
           Centerior Energy dated as of September 13, 1996 (Exhibit 
           (2)-1, Form S-4 File No. 333-21011, filed by FirstEnergy).

2(b)    -  Merger Agreement by and among Centerior Acquisition Corp., 
           FirstEnergy and Centerior (Exhibit (2)-3, Form S-4 File 
           No. 333-21011, filed by FirstEnergy.

4(a)    -  Rights Agreement (Exhibit 4, June 25, 1996 Form 8-K, File
           Nos. 1-9130, 1-2323 and 1-3583).

4(b)(1) -  Form of Note Indenture between Cleveland Electric, Toledo 
           Edison and The Chase Manhattan Bank, as Trustee dated as 
           of June 13, 1997 (Exhibit 4(c), Form S-4 File No. 333-
           35931, filed by Cleveland Electric and Toledo Edison).

4(b)(2) -  Form of First Supplemental Note Indenture between 
           Cleveland Electric, Toledo Edison and The Chase Manhattan 
           Bank, as Trustee dated as of June 13, 1997 (Exhibit 4(d), 
           Form S-4 File No. 333-35931, filed by Cleveland Electric 
           and Toledo Edison).

10b(1)(a)- CAPCO Administration Agreement dated November 1, 1971, as 
           of September 14, 1967, among the CAPCO Group members 
           regarding the organization and procedures for implementing 
           the objectives of the CAPCO Group (Exhibit 5(p), Amendment 
           No. 1, File No. 2-42230, filed by Cleveland Electric).

10b(1)(b)- Amendment No. 1, dated January 4, 1974, to CAPCO 
           Administration Agreement among the CAPCO Group members 
           (Exhibit 5(c)(3), File No. 2-68906, filed by Ohio Edison).

10b(2)  -  CAPCO Transmission Facilities Agreement dated November 1, 
           1971, as of September 14, 1967, among the CAPCO Group 
           members regarding the installation, operation and 
           maintenance of transmission facilities to carry out the 
           objectives of the CAPCO Group (Exhibit 5(q), Amendment No. 
           1, File No. 2-42230, filed by Cleveland Electric).

10b(2)(1)- Amendment No. 1 to CAPCO Transmission Facilities 
           Agreement, dated December 23, 1993 and effective as of 
           January 1, 1993, among the CAPCO Group members regarding 
           requirements for payment of invoices at specified times, 
           for payment of interest on non-timely paid invoices, for 
           restricting adjustment of invoices after a four-year 
           period, and for revising the method for computing the 
           Investment Responsibility charge for use of a member's 
           transmission facilities (Exhibit 10b(2)(1), 1993 Form 10-
           K, File Nos. 1-9130, 1-2323 and 1-3583).

10b(3)  -  CAPCO Basic Operating Agreement As Amended January 1, 1993 
           among the CAPCO Group members regarding coordinated 
           operation of the members' systems (Exhibit 10b(3), 1993 
           Form 10-K, File Nos. 1-9130, 1-2323 and 1-3583).

10b(4)  -  Agreement for the Termination or Construction of Certain 
           Agreement By and Among the CAPCO Group members, dated 
           December 23, 1993 and effective as of September 1, 1980 
           (Exhibit 10b(4), 1993 Form 10-K, File Nos. 1-9130, 1-2323 
           and 1-3583).

10b(5)  -  Construction Agreement, dated July 22, 1974, among the 
           CAPCO Group members and relating to the Perry Nuclear 
           Plant (Exhibit 5 (yy), File No. 2-52251, filed by Toledo 
           Edison).

10b(6)  -  Contract, dated as of December 5, 1975, among the CAPCO 
           Group members for the construction of Beaver Valley Unit 
           No. 2 (Exhibit 5 (g), File No. 2-52996, filed by Cleveland 
           Electric).

10b(7)  -  Amendment No. 1, dated May 1, 1977, to Contract, dated as 
           of December 5, 1975, among the CAPCO Group members for the 
           construction of Beaver Valley Unit No. 2 (Exhibit 5(d)(4), 
           File No. 2-60109, filed by Ohio Edison).

10d(1)(a)- Form of Collateral Trust Indenture among CTC Beaver Valley 
           Funding Corporation, Cleveland Electric, Toledo Edison and 
           Irving Trust Company, as Trustee (Exhibit 4(a), File No. 
           33-18755, filed by Cleveland Electric and Toledo Edison).

10d(1)(b)- Form of Supplemental Indenture to Collateral Trust 
           Indenture constituting Exhibit 10d(1)(a) above, including 
           form of Secured Lease Obligation Bond (Exhibit 4(b), File 
           No. 33-18755, filed by Cleveland Electric and Toledo 
           Edison).

10d(1)(c)- Form of Collateral Trust Indenture among Beaver Valley II 
           Funding Corporation, The Cleveland Electric Illuminating 
           Company and The Toledo Edison Company and The Bank of New 
           York, as Trustee (Exhibit (4) (a), File No. 33-46665, 
           filed by Cleveland Electric and Toledo Edison).

10d(1)(d)- Form of Supplemental Indenture to Collateral Trust 
           Indenture constituting Exhibit 10d(1)(c) above, including 
           form of Secured Lease Obligation Bond (Exhibit (4) (b), 
           File No. 33-46665, filed by Cleveland Electric and Toledo 
           Edison).
10d(2)(a)- Form of Collateral Trust Indenture among CTC Mansfield 
           Funding Corporation, Cleveland Electric, Toledo Edison and 
           IBJ Schroder Bank & Trust Company, as Trustee (Exhibit 
           4(a), File No. 33-20128, filed by Cleveland Electric and 
           Toledo Edison).

10d(2)(b)- Form of Supplemental Indenture to Collateral Trust 
           Indenture constituting Exhibit 10d(2)(a) above, including 
           forms of Secured Lease Obligation Bonds (Exhibit 4(b), 
           File No. 33-20128, filed by Cleveland Electric and Toledo 
           Edison).

10d(3)(a)- Form of Facility Lease dated as of September 15, 1987 
           between The First National Bank of Boston, as Owner 
           Trustee under a Trust Agreement dated as of September 15, 
           1987 with the limited partnership Owner Participant named 
           therein, Lessor, and Cleveland Electric and Toledo Edison, 
           Lessees (Exhibit 4(c), File No. 33-18755, filed by 
           Cleveland Electric and Toledo Edison).

10d(3)(b)- Form of Amendment No. 1 to Facility Lease constituting 
           Exhibit 10d(3)(a) above (Exhibit 4(e), File No. 33-18755, 
           filed by Cleveland Electric and Toledo Edison).

10d(4)(a)- Form of Facility Lease dated as of September 15, 1987 
           between The First National Bank of Boston, as Owner 
           Trustee under a Trust Agreement dated as of September 15, 
           1987 with the corporate Owner Participant named therein, 
           Lessor, and Cleveland Electric and Toledo Edison, Lessees 
           (Exhibit 4(d), File No. 33-18755, filed by Cleveland 
           Electric and Toledo Edison).

10d(4)(b)- Form of Amendment No. 1 to Facility Lease constituting 
           Exhibit 10d(4)(a) above (Exhibit 4(f), File No. 33-18755, 
           filed by Cleveland Electric and Toledo Edison).

10d(5)(a)- Form of Facility Lease dated as of September 30, 1987 
           between Meridian Trust Company, as Owner Trustee under a 
           Trust Agreement dated as of September 30, 1987 with the 
           Owner Participant named therein, Lessor, and Cleveland 
           Electric and Toledo Edison, Lessees (Exhibit 4(c), File 
           No. 33-20128, filed by Cleveland Electric and Toledo 
           Edison).

10d(5)(b)- Form of Amendment No. 1 to the Facility Lease constituting 
           Exhibit 10d(5)(a) above (Exhibit 4(f), File No. 33-20128, 
           filed by Cleveland Electric and Toledo Edison).

10d(6)(a)- Form of Participation Agreement dated as of September 15, 
           1987 among the limited partnership Owner participant named 
           therein, the Original Loan Participants listed in Schedule 
           1 thereto, as Original Loan Participants, CTC Beaver 
           Valley Fund Corporation, as Funding Corporation, The First 
           National Bank of Boston, as Owner Trustee, Irving Trust 
           Company, as Indenture Trustee, and Cleveland Electric and 
           Toledo Edison, as Lessees (Exhibit 28(a), File No. 33-
           18755, filed by Cleveland Electric and Toledo Edison).
10d(6)(b)- Form of Amendment No. 1 to Participation Agreement 
           constituting Exhibit 10d(6) (a) above (Exhibit 28(c), File 
           No. 33-18755, filed by Cleveland Electric and Toledo 
           Edison).

10d(7)(a)- Form of Participation Agreement dated as of September 15, 
           1987 among the corporate Owner Participant named therein, 
           the Original Loan Participants listed in Schedule 1 
           thereto, as Owner Loan Participants, CTC Beaver Valley 
           Funding Corporation, as Funding Corporation, The First 
           National Bank of Boston, as Owner Trustee, Irving Trust 
           Company, as Indenture Trustee, and Cleveland Electric and 
           Toledo Edison, as Lessees (Exhibit 28(b), File No. 33-
           18755, filed by Cleveland Electric and Toledo Edison).

10d(7)(b)- Form of Amendment No. 1 to Participation Agreement 
           constituting Exhibit 10d(7) (a) above (Exhibit 28(d), File 
           No. 33-18755, filed by Cleveland Electric and Toledo 
           Edison).

10d(8)(a)- Form of Participation Agreement dated as of September 30, 
           1987 among the Owner Participant named therein, the 
           Original Loan Participants listed in Schedule II thereto, 
           as Owner Loan Participants, CTC Mansfield Funding 
           Corporation, Meridian Trust Company, as Owner Trustee, IBJ 
           Schroder Bank & Trust Company, as Indenture Trustee, and 
           Cleveland Electric and Toledo Edison, as Lessees (Exhibit 
           28(a), File No. 33-20128, filed by Cleveland Electric and 
           Toledo Edison).

10d(8)(b)- Form of Amendment No. 1 to the Participation Agreement 
           constituting Exhibit 10d(8) (a) above (Exhibit 28(b), File 
           No. 33-20128, filed by Cleveland Electric and Toledo 
           Edison).

10d(9)  -  Form of Ground Lease dated as of September 15, 1987 
           between Toledo Edison, Ground Lessor, and The First 
           National Bank of Boston, as Owner Trustee under a Trust 
           Agreement dated as of September 15, 1987 with the Owner 
           Participant named therein, Tenant (Exhibit 28(e), File No. 
           33-18755, filed by Cleveland Electric and Toledo Edison).

10d(10) -  Form of Site Lease dated as of September 30, 1987 between 
           Toledo Edison, Lessor, and Meridian Trust Company, as 
           Owner Trustee under a Trust Agreement dated as of 
           September 30, 1987 with the Owner Participant named 
           therein, Tenant (Exhibit 28(c), File No. 33-20128, filed 
           by Cleveland Electric and Toledo Edison).

10d(11) -  Form of Site Lease dated as of September 30, 1987 between
           Cleveland Electric, Lessor, and Meridian Trust Company, as 
           Owner Trustee under a Trust Agreement dated as of 
           September 30, 1987 with the Owner Participant named 
           therein, Tenant (Exhibit 28(d), File No. 33-20128, filed 
           by Cleveland Electric and Toledo Edison).

10d(12) -  Form of Amendment No. 1 to the Site Leases constituting 
           Exhibits 10d(10) and 10d(11) above (Exhibit 4 (f), File 
           No. 33-20128, filed by Cleveland Electric and Toledo 
           Edison).

10d(13) -  Form of Assignment, Assumption and Further Agreement dated 
           as of September 15, 1987 among The First National Bank of 
           Boston, as Owner Trustee under a Trust Agreement dated as 
           of September 15, 1987 with the Owner Participant named 
           therein, Cleveland Electric, Duquesne, Ohio Edison, 
           Pennsylvania Power and Toledo Edison (Exhibit 28(f), File 
           No. 33-18755, filed by Cleveland Electric and Toledo 
           Edison).

10d(14) -  Form of Additional Support Agreement dated as of September 
           15, 1987 between The First National Bank of Boston, as 
           Owner Trustee under a Trust Agreement dated as of 
           September 15, 1987 with the Owner Participant named 
           therein, and Toledo Edison (Exhibit 28(g), File No. 33-
           18755, filed by Cleveland Electric and Toledo Edison).

10d(15)  - Form of Support Agreement dated as of September 30, 1987 
           between Meridian Trust Company, as Owner Trustee under a 
           Trust Agreement dated as of September 30, 1987 with the 
           Owner Participant named therein, Toledo Edison, Cleveland 
           Electric, Duquesne, Ohio Edison and Pennsylvania Power 
           (Exhibit 28(e), File No. 33-20128, filed by Cleveland 
           Electric and Toledo Edison).

10d(16) -  Form of Indenture, Bill of Sale, Instrument of Transfer 
           and Severance Agreement dated as of September 30, 1987 
           between Toledo Edison, Seller, and The First National Bank 
           of Boston, as Owner Trustee under a Trust Agreement dated 
           as of September 15, 1987 with the Owner Participant named 
           therein, Buyer (Exhibit 28 (h), File No. 33-18755, filed 
           by Cleveland Electric and Toledo Edison).

10d(17) -  Form of Bill of Sale, Instrument of Transfer and Severance 
           Agreement dated as of September 30, 1987 between Toledo 
           Edison, Seller, and Meridian Trust Company, as Owner 
           Trustee under a Trust Agreement dated as of September 30, 
           1987 with the Owner Participant named therein, Buyer 
           (Exhibit 28(f), File No. 33-20128, filed by Cleveland 
           Electric and Toledo Edison).
10d(18) -  Form of Bill of Sale, Instrument of Transfer and Severance 
           Agreement dated as of September 30, 1987 between Cleveland 
           Electric, Seller, and Meridian Trust Company, as Owner 
           Trustee under a Trust Agreement dated as of September 30, 
           1987 with the Owner Participant named therein, Buyer 
           (Exhibit 28(g), File No. 33-20128, filed by Cleveland 
           Electric and Toledo Edison).

10d(19) -  Forms of Refinancing Agreement, including exhibits 
           thereto, among the Owner Participant named therein, as 
           Owner Participant, CTC Beaver Valley Funding Corporation, 
           as Funding Corporation, Beaver Valley II Funding 
           Corporation, as New Funding Corporation, The Bank of New 
           York, as Indenture Trustee, The Bank of New York, as New 
           Collateral Trust Trustee, and The Cleveland Electric 
           Illuminating Company and The Toledo Edison Company, as 
           Lessees (Exhibit (28) (e) (i), File No. 33-46665, filed by 
           Cleveland Electric and Toledo Edison).

10d(20)(a)-Form of Amendment No. 2 to Facility Lease among Citicorp 
           Lescaman, Inc., Cleveland Electric and Toledo Edison 
           (Exhibit 10(a), Form S-4 File No. 333-47651, filed by 
           Cleveland Electric).

10d(20)(b)-Form of Amendment No. 3 to Facility Lease among Citicorp 
           Lescaman, Inc., Cleveland Electric and Toledo Edison 
           (Exhibit 10(b), Form S-4 File No. 333-47651, filed by 
           Cleveland Electric).

10d(21)(a)-Form of Amendment No. 2 to Facility Lease among US West 
           Financial Services, Inc., Cleveland Electric and Toledo 
           Edison (Exhibit 10(c), Form S-4 File No. 333-47651, filed 
           by Cleveland Electric).

10d(21)(b)-Form of Amendment No. 3 to Facility Lease among US West 
           Financial Services, Inc., Cleveland Electric and Toledo 
           Edison (Exhibit 10(d), Form S-4 File No. 333-47651, filed 
           by Cleveland Electric).

10d(22) -  Form of Amendment No. 2 to Facility Lease among Midwest 
           Power Company, Cleveland Electric and Toledo Edison 
           (Exhibit 10(e), Form S-4 File No. 333-47651, filed by 
           Cleveland Electric).

10e(1)  -  Centerior Energy Corporation Equity Compensation Plan 
           (Exhibit 99, Form S-8, File No. 33-59635).

3.  Exhibits - Cleveland Electric Illuminating (CEI)

3a      -  Amended Articles of Incorporation of CEI, as amended, 
           effective May 28, 1993 (Exhibit 3a, 1993 Form 10-K, File 
           No. 1-2323).

3b      -  Regulations of CEI, dated April 29, 1981, as amended 
           effective October 1, 1988 and April 24, 1990 (Exhibit 3b, 
           1990 Form 10-K, File No. 1-2323).

(B)4b(1)-  Mortgage and Deed of Trust between CEI and Guaranty Trust 
           Company of New York (now The Chase Manhattan Bank 
           (National Association)), as Trustee, dated July 1, 1940 
           (Exhibit 7(a), File No. 2-4450).

           Supplemental Indentures between CEI and the Trustee, 
           supplemental to Exhibit 4b(1), dated as follows:

4b(2)   -  July 1, 1940 (Exhibit 7(b), File No. 2-4450).
4b(3)   -  August 18, 1944 (Exhibit 4(c), File No. 2-9887).
4b(4)   -  December 1, 1947 (Exhibit 7(d), File No. 2-7306).
4b(5)   -  September 1, 1950 (Exhibit 7(c), File No. 2-8587).
4b(6)   -  June 1, 1951 (Exhibit 7(f), File No. 2-8994).
4b(7)   -  May 1, 1954 (Exhibit 4(d), File No. 2-10830).
4b(8)   -  March 1, 1958 (Exhibit 2(a)(4), File No. 2-13839).
4b(9)   -  April 1, 1959 (Exhibit 2(a)(4), File No. 2-14753).
4b(10)  -  December 20, 1967 (Exhibit 2(a)(4), File No. 2-30759).
4b(11)  -  January 15, 1969 (Exhibit 2(a)(5), File No. 2-30759).
4b(12)  -  November 1, 1969 (Exhibit 2(a)(4), File No. 2-35008).
4b(13)  -  June 1, 1970 (Exhibit 2(a)(4), File No. 2-37235).
4b(14)  -  November 15, 1970 (Exhibit 2(a)(4), File No. 2-38460).
4b(15)  -  May 1, 1974 (Exhibit 2(a)(4), File No. 2-50537).
4b(16)  -  April 15, 1975 (Exhibit 2(a)(4), File No. 2-52995).
4b(17)  -  April 16, 1975 (Exhibit 2(a)(4), File No. 2-53309).
4b(18)  -  May 28, 1975 (Exhibit 2(c), June 5, 1975 Form 8-A, File 
           No. 1-2323).
4b(19)  -  February 1, 1976 (Exhibit 3(d)(6), 1975 Form 10-K, File 
           No. 1-2323).
4b(20)  -  November 23, 1976 (Exhibit 2(a)(4), File No. 2-57375).
4b(21)  -  July 26, 1977 (Exhibit 2(a)(4), File No. 2-59401).
4b(22)  -  September 27, 1977 (Exhibit 2(a)(5), File No. 2-67221).
4b(23)  -  May 1, 1978 (Exhibit 2(b), June 30, 1978 Form 10-Q, File 
           No. 1-2323).
4b(24)  -  September 1, 1979 (Exhibit 2(a), September 30, 1979 Form 
           10-Q, File No. 1-2323).
4b(25)  -  April 1, 1980 (Exhibit 4(a)(2), September 30, 1980 Form 
           10-Q, File No. 1-2323).
4b(26)  -  April 15, 1980 (Exhibit 4(b), September 30, 1980 Form 10-
           Q, File No. 1-2323).
4b(27)  -  May 28, 1980 (Exhibit 2(a)(4), Amendment No. 1, File No. 
           2-67221).
4b(28)  -  June 9, 1980 (Exhibit 4(d), September 30, 1980 Form 10-Q, 
           File No. 1-2323).
4b(29)  -  December 1, 1980 (Exhibit 4(b) (29), 1980 Form 10-K, File 
           No. 1-2323).
4b(30)  -  July 28, 1981 (Exhibit 4(a), September 30, 1981, Form 10-
           Q, File No. 1-2323).
4b(31)  -  August 1, 1981 (Exhibit 4(b), September 30, 1981, Form 10-
           Q, File No. 1-2323).
4b(32)  -  March 1, 1982 (Exhibit 4(b)(3), Amendment No. 1, File No. 
           2-76029).
4b(33)  -  July 15, 1982 (Exhibit 4(a), September 30, 1982 Form 10-Q, 
           File No. 1-2323).
4b(34)  -  September 1, 1982 (Exhibit 4(a)(1), September 30, 1982 
           Form 10-Q, File No. 1-2323).
4b(35)  -  November 1, 1982 (Exhibit 4(a)(2), September 30, 1982 Form 
           10-Q, File No. 1-2323).
4b(36)  -  November 15, 1982 (Exhibit 4(b)(36), 1982 Form 10-K, File 
           No. 1-2323).
4b(37)  -  May 24, 1983 (Exhibit 4(a), June 30, 1983 Form 10-Q, File 
           No. 1-2323).
4b(38)  -  May 1, 1984 (Exhibit 4, June 30, 1984 Form 10-Q, File No. 
           1-2323).
4b(39)  -  May 23, 1984 (Exhibit 4, May 22, 1984 Form 8-K, File No. 
           1-2323).
4b(40)  -  June 27, 1984 (Exhibit 4, June 11, 1984 Form 8-K, File No. 
           1-2323).
4b(41)  -  September 4, 1984 (Exhibit 4b(41), 1984 Form 10-K, File 
           No. 1-2323).
4b(42)  -  November 14, 1984 (Exhibit 4b(42), 1984 Form 10-K, File 
           No. 1-2323).
4b(43)  -  November 15, 1984 (Exhibit 4b(43), 1984 Form 10-K, File 
           No. 1-2323).
4b(44)  -  April 15, 1985 (Exhibit 4(a), May 8, 1985 Form 8-K, File 
           No. 1-2323).
4b(45)  -  May 28, 1985 (Exhibit 4(b), May 8, 1985 Form 8-K, File No. 
           1-2323).
4b(46)  -  August 1, 1985 (Exhibit 4, September 30, 1985 Form 10-Q, 
           File No. 1-2323).
4b(47)  -  September 1, 1985 (Exhibit 4, September 30, 1985 form 8-K, 
           File No. 1-2323).
4b(48)  -  November 1, 1985 (Exhibit 4, January 31, 1986 Form 8-K, 
           File No. 1-2323).
4b(49)  -  April 15, 19 86 (Exhibit 4, March 31, 1986 Form 10-Q, File
           No. 1-2323).
4b(50)  -  May 14, 1986 (Exhibit 4(a), June 30, 1986 Form 10-Q, File 
           No. 1-2323).
4b(51)  -  May 15, 1986 (Exhibit 4(b), June 30, 1986 Form 10-Q, File 
           No. 1-2323).
4b(52)  -  February 25, 1987 (Exhibit 4b(52), 1986 Form 10-K, File 
           No. 1-2323).
4b(53)  -  October 15, 1987 (Exhibit 4, September 30, 1987 Form 10-Q, 
           File No. 1-2323).
4b(54)  -  February 24, 1988 (Exhibit 4b(54), 1987 Form 10-K, File 
           No. 1-2323).
4b(55)  -  September 15, 1988 (Exhibit 4b(55), 1988 Form 10-K, File 
           No. 1-2323).
4b(56)  -  May 15, 1989 (Exhibit 4(a)(2)(i), File No. 33-32724).
4b(57)  -  June 13, 1989 (Exhibit 4(a)(2)(ii), File No. 33-32724).
4b(58)  -  October 15, 1989 (Exhibit 4(a)(2)(iii), File No. 33-
           32724).
4b(59)  -  January 1, 1990 (Exhibit 4b(59), 1989 Form 10-K, File No. 
           1-2323).
4b(60)  -  June 1, 1990 (Exhibit 4(a), September 30, 1990 Form 10-Q, 
           File No. 1-2323).
4b(61)  -  August 1, 1990 (Exhibit 4(b), September 30, 1990 Form 10-
           Q, File No. 1-2323).
4b(62)  -  May 1, 1991 (Exhibit 4(a), June 30, 1991 Form 10-Q, File 
           No. 
4b(63)  -  May 1, 1992 (Exhibit 4(a)(3), File No. 33-48845).
4b(64)  -  July 31, 1992 (Exhibit 4(a)(3), File No. 33-57292).
4b(65)  -  January 1, 1993 (Exhibit 4b(65), 1992 Form 10-K, File No. 
           1-2323).
4b(66)  -  February 1, 1993 (Exhibit 4b(66), 1992 Form 10-K, File No. 
           1-2323).
4b(67)  -  May 20, 1993 (Exhibit 4(a), July 14, 1993 Form 8-K, File 
           No. 1-2323).
4b(68)  -  June 1, 1993 (Exhibit 4(b), July 14, 1993 Form 8-K, File 
           No. 1-2323).
4b(69)  -  September 15, 1994 (Exhibit 4(a), September 30, 1994 Form 
           10-Q, File No. 1-2323).
4b(70)  -  May 1, 1995 (Exhibit 4(a), September 30, 1995 Form 10-Q, 
           File No. 1-2323).
4b(71)  -  May 2, 1995 (Exhibit 4(b), September 30, 1995 Form 10-Q, 
           File No. 1-2323).
4b(72)  -  June 1, 1995 (Exhibit 4(c), September 30, 1995 Form 10-Q, 
           File No. 1-2323).
4b(73)  -  July 15, 1995 (Exhibit 4b(73), 1995 Form 10-K, File No. 1-
           2323).
4b(74)  -  August 1, 1995 (Exhibit 4b(74), 1995 Form 10-K, File No. 
           1-2323).
4b(75)  -  June 15, 1997 (Exhibit 4(a), Form S-4 File No. 333-35931, 
           filed by Cleveland Electric and Toledo Edison).
4b(76)  -  October 15, 1997 (Exhibit 4(a), Form S-4 File No. 333-
           47651, filed by Cleveland Electric).
4b(77)  -  June 1, 1998 (Exhibit 4b(77), Form S-4 File No. 333-
           72891).
4b(78)  -  October 1, 1998 (Exhibit 4b(78), Form S-4 File No. 333-
           72891).
4b(79)  -  October 1, 1998 (Exhibit 4b(79), Form S-4 File No. 333-
           72891).
4b(80)  -  February 24, 1999 (Exhibit 4b(80), Form S-4 File No. 333-
           72891).

4c      -  Open-End Subordinate Indenture of Mortgage between The 
           Cleveland Electric Illuminating Company and Bank One, 
           Columbus, N.A., as Trustee, Dated as of June 1, 1994 
           (Exhibit 4(a), August 26, 1994 Form 8-K, File No. 1-2323).

4d      -  Form of Note Indenture between Cleveland Electric and The 
           Chase Manhattan Bank, as Trustee dated as of October 24, 
           1997 (Exhibit 4(b), Form S-4 File No. 333-47651, filed by 
           Cleveland Electric).

4d(1)   -  Form of Supplemental Note Indenture between Cleveland 
           Electric and The Chase Manhattan Bank, as Trustee dated as 
           of October 24, 1997 (Exhibit 4(c), Form S-4 File No. 333-
           47651, filed by Cleveland Electric).

  10-1  -  Administration Agreement between the CAPCO Group dated as 
           of September 14, 1967. (Registration No. 2-43102, Exhibit 
           5(c)(2).)

  10-2  -  Amendment No. 1 dated January 4, 1974 to Administration 
           Agreement between the CAPCO Group dated as of September 
           14, 1967. (Registration No. 2-68906, Exhibit 5(c)(3).)

  10-3  -  Transmission Facilities Agreement between the CAPCO Group 
           dated as of September 14, 1967. (Registration No. 2-43102, 
           Exhibit 5(c)(3).)

  10-4  -  Amendment No. 1 dated as of January 1, 1993 to 
           Transmission Facilities Agreement between the CAPCO Group 
           dated as of September 14, 1967. (1993 Form 10-K, 
           Exhibit 10-4.)

  10-5  -  Agreement for the Termination or Construction of Certain 
           Agreements effective September 1, 1980 October 15, 1997 
           (Exhibit 4(a), Form S-4 File No. 333-47651, filed by 
           Cleveland Electric).

(A)13.2 -  1998 Annual Report to Stockholders. (only those portions 
           expressly incorporated by reference in this Form 10-K are 
           to be deemed "filed" with the SEC.)

(A)21.2 -  List of Subsidiaries of the Registrant at December 31, 
           1998.

(A)23.2 -  Consent of Independent Public Accountants.

(A)27.2 -  Financial Data Schedule.

(A)     -  Provided herein in electronic format as an exhibit.

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

3.  Exhibits -Toledo Edison (TE)

Exhibit
Number
-------

3a      -  Amended Articles of Incorporation of TE, as amended 
           effective October 2, 1992 (Exhibit 3a, 1992 Form 10-K, 
           File No. 1-3583).

3b      -  Code of Regulations of TE dated January 28, 1987, as 
           amended effective July 1 and October 1, 1988 and April 24, 
           1990 (Exhibit 3b, 1990 Form 10-K, File No. 1-3583).

(B)4b(1)-  Indenture, dated as of April 1, 1947, between TE and The 
           Chase National Bank of the City of New York (now The 
           Manhattan Bank (National Association)) (Exhibit 2(b), File 
           No. 2-26908).
        Supplemental Indentures between TE and the Trustee, 
        Supplemental to Exhibit 4b(1), dated as follows:
4b(2)   -  September 1, 1948 (Exhibit 2(d), File No. 2-26908).
4b(3)   -  April 1, 1949 (Exhibit 2(e), File No. 2-26908).
4b(4)   -  December 1, 1950 (Exhibit 2(f), File No. 2-26908).
4b(5)   -  March 1, 1954 (Exhibit 2(g), File No. 2-26908).
4b(6)   -  February 1, 1956 (Exhibit 2(h), File No. 2-26908).
4b(7)   -  May 1, 1958 (Exhibit 5(g), File No. 2-59794).
4b(8)   -  August 1, 1967 (Exhibit 2(c), File No. 2-26908).
4b(9)   -  November 1, 1970 (Exhibit 2(c), File No. 2-38569).
4b(10)  -  August 1, 1972 (Exhibit 2(c), File No. 2-44873).
4b(11)  -  November 1, 1973 (Exhibit 2(c), File No. 2-49428).
4b(12)  -  July 1, 1974 (Exhibit 2(c), File No. 2-51429).
4b(13)  -  October 1, 1975 (Exhibit 2(c), File No. 2-54627).
4b(14)  -  June 1, 1976 (Exhibit 2(c), File No. 2-56396).
4b(15)  -  October 1, 1978 (Exhibit 2(c), File No. 2-62568).
4b(16)  -  September 1, 1979 (Exhibit 2(c), File No. 2-65350).
4b(17)  -  September 1, 1980 (Exhibit 4(s), File No. 2-69190).
4b(18)  -  October 1, 1980 (Exhibit 4(c), File No. 2-69190).
4b(19)  -  April 1, 1981 (Exhibit 4(c), File No. 2-71580).
4b(20)  -  November 1, 1981 (Exhibit 4(c), File No. 2-74485).
4b(21)  -  June 1, 1982 (Exhibit 4(c), File No. 2-77763).
4b(22)  -  September 1, 1982 (Exhibit 4(x), File No. 2-87323).
4b(23)  -  April 1, 1983 (Exhibit 4(c), March 31, 1983 Form 10-Q,
           File No. 1-3583).
4b(24)  -  December 1, 1983 (Exhibit 4(x), 1983 Form 10-K, File No. 
           1-3583).
4b(25)  -  April 1, 1984 (Exhibit 4(c), File No. 2-90059).
4b(26)  -  October 15, 1984 (Exhibit 4(z), 1984 Form 10-K, File No. 
           1-3583).
4b(27)  -  October 15, 1984 (Exhibit 4(aa), 1984 Form 10-K, File No. 
           1-3583).
4b(28)  -  August 1, 1985 (Exhibit 4(dd), File No. 33-1689).
4b(29)  -  August 1, 1985 (Exhibit 4(ee), File No. 33-1689).
4b(30)  -  December 1, 1985 (Exhibit 4(c), File No. 33-1689).
4b(31)  -  March 1, 1986 (Exhibit 4b(31), 1986 Form 10-K, File No. 1-
           3583).
4b(32)  -  October 15, 1987 (Exhibit 4, September 30, 1987 Form 10-Q, 
           File No. 1-3583).
4b(33)  -  September 15, 1988 (Exhibit 4b(33), 1988 Form 10-K, File
           No. 1-3583).
4b(34)  -  June 15, 1989 (Exhibit 4b(34), 1989 Form 10-K, File No. 1-
           3583).
4b(35)  -  October 15, 1989 (Exhibit 4b(35), 1989 Form 10-K, File No. 
           1-3583).
4b(36)  -  May 15, 1990 (Exhibit 4, June 30, 1990 Form 10-Q, File No. 
           1-3583).
4b(37)  -  March 1, 1991 (Exhibit 4(b), June 30, 1991 Form 10-Q, File 
           No. 1-3583).
4b(38)  -  May 1, 1992 (Exhibit 4(a)(3), File No. 33-48844).
4b(39)  -  August 1, 1992 (Exhibit 4b(39), 1992 Form 10-K, File No. 
           1-3583).
4b(40)  -  October 1, 1992 (Exhibit 4b(40), 1992 Form 10-K, File No. 
           1-3583).
4b(41)  -  January 1, 1993 (Exhibit 4b(41), 1992 Form 10-K, File No. 
           1-3583).
4b(42)  -  September 15, 1994 (Exhibit 4(b), September 30, 1994 Form 
           10-Q, File No. 1-3583).
4b(43)  -  May 1, 1995 (Exhibit 4(d), September 30, 1995 Form 10-Q, 
           File No. 1-3583).
4b(44)  -  June 1, 1995 (Exhibit 4(e), September 30, 1995 Form 10-Q, 
           File No. 1-3583).
4b(45)  -  July 14, 1995 (Exhibit 4(f), September 30, 1995 Form 10-Q, 
           File No. 1-3583).
4b(46)  -  July 15, 1995 (Exhibit 4(g), September 30, 1995 Form 10-Q, 
           File No. 1-3583).
(A)4b(47)- August 1, 1997
(A)4b(48)- June 1, 1998
   4c    - Open-End Subordinate Indenture of Mortgage between The 
           Toledo Edison Company and Bank One, Columbus, N.A., as 
           Trustee, dated as of June 1, 1994 (Exhibit 4(b), August 
           26, 1994 Form 8-K, File No. 1-3583).

(A) 13.3-  1998 Annual Report to Stockholders. (Only those portions 
           expressly incorporated by reference in this Form 10-K are 
           to be deemed "filed" with the SEC.)

(A)21.3 -  List of Subsidiaries of the Registrant at December 31, 
           1998.

(A)27.3 -  Financial Data Schedule.

(A)        Provided herein in electronic format as an exhibit.

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

          (b)  Reports on Form 8-K

          FirstEnergy, OE, CEI, TE, Penn-
          -------------------------------

          One combined report on Form 8-K was filed since September 
30, 1998. A report dated October 15, 1998 reported that FirstEnergy 
will transfer its transmission assets into a new subsidiary and has 
signed an agreement in principle with Duquesne Light Company 
(Duquesne) that would result in an exchange of certain generating 
assets between FirstEnergy's operating subsidiaries and Duquesne.

          FirstEnergy-
          -----------

          The Company filed two reports on Form 8-K since September 
30, 1998. A report dated November 9, 1998 reported a Company common 
stock repurchase program and a report dated December 17, 1998, 
reported estimated adverse effects on fourth quarter 1998 earnings.

          OE, CEI, TE and Penn
          --------------------
          None

              REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS







To the Stockholders and Board of Directors of FirstEnergy Corp.:


          We have audited, in accordance with generally accepted 
auditing standards, the consolidated financial statements included in 
FirstEnergy Corp.'s Annual Report to Stockholders incorporated by 
reference in this Form 10-K and have issued our report thereon dated 
February 12, 1999. Our audit was made for the purpose of forming an 
opinion on those statements taken as a whole. The schedule of 
consolidated valuation and qualifying accounts listed in Item 14 is 
the responsibility of the Company's management and is presented for 
the purpose of complying with the Securities and Exchange 
Commission's rules and is not part of the basic consolidated 
financial statements. This schedule has been subjected to the 
auditing procedures applied in the audit of the basic consolidated 
financial statements and, in our opinion, fairly states in all 
material respects the financial data required to be set forth therein 
in relation to the basic consolidated financial statements taken as a 
whole.












                                 ARTHUR ANDERSEN LLP







Cleveland, Ohio
February 12, 1999

             REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS




To the Stockholders and Board of Directors of Ohio Edison Company:


          We have audited, in accordance with generally accepted 
auditing standards, the consolidated financial statements included in 
Ohio Edison Company's Annual Report to Stockholders incorporated by 
reference in this Form 10-K and have issued our report thereon dated 
February 12, 1999. Our audit was made for the purpose of forming an 
opinion on those statements taken as a whole. The schedule of 
consolidated valuation and qualifying accounts listed in Item 14 is 
the responsibility of the Company's management and is presented for 
the purpose of complying with the Securities and Exchange 
Commission's rules and is not part of the basic consolidated 
financial statements. This schedule has been subjected to the 
auditing procedures applied in the audit of the basic consolidated 
financial statements and, in our opinion, fairly states in all 
material respects the financial data required to be set forth therein 
in relation to the basic consolidated financial statements taken as a 
whole.
















                                   ARTHUR ANDERSEN LLP






Cleveland, Ohio
February 12, 1999


              REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS




To the Stockholders and Board of Directors of The Cleveland Electric 
Illuminating Company:


          We have audited, in accordance with generally accepted 
auditing standards, the consolidated financial statements included in 
The Cleveland Electric Illuminating Company's Annual Report to 
Stockholders incorporated by reference in this Form 10-K and have 
issued our report thereon dated February 12, 1999. Our audit was made 
for the purpose of forming an opinion on those statements taken as a 
whole. The schedule of consolidated valuation and qualifying accounts 
listed in Item 14 is the responsibility of the Company's management 
and is presented for the purpose of complying with the Securities and 
Exchange Commission's rules and is not part of the basic consolidated 
financial statements. This schedule has been subjected to the 
auditing procedures applied in the audit of the basic consolidated 
financial statements and, in our opinion, fairly states in all 
material respects the financial data required to be set forth therein 
in relation to the basic consolidated financial statements taken as a 
whole.














                                   ARTHUR ANDERSEN LLP






Cleveland, Ohio
February 12, 1999


                 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS






To the Stockholders and Board of Directors of The Toledo Edison 
Company:


          We have audited, in accordance with generally accepted 
auditing standards, the consolidated financial statements included in 
The Toledo Edison Company's Annual Report to Stockholders 
incorporated by reference in this Form 10-K and have issued our 
report thereon dated February 12, 1999. Our audit was made for the 
purpose of forming an opinion on those statements taken as a whole. 
The schedule of consolidated valuation and qualifying accounts listed 
in Item 14 is the responsibility of the Company's management and is 
presented for the purpose of complying with the Securities and 
Exchange Commission's rules and is not part of the basic consolidated 
financial statements. This schedule has been subjected to the 
auditing procedures applied in the audit of the basic consolidated 
financial statements and, in our opinion, fairly states in all 
material respects the financial data required to be set forth therein 
in relation to the basic consolidated financial statements taken as a 
whole.









                              ARTHUR ANDERSEN LLP







Cleveland, Ohio
February 12, 1999


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS





To the Stockholders and Board of Directors of Pennsylvania Power 
Company:


          We have audited, in accordance with generally accepted 
auditing standards, the financial statements included in Pennsylvania 
Power Company's Annual Report to Stockholders incorporated by 
reference in this Form 10-K and have issued our report thereon dated 
February 12, 1999. Our audit was made for the purpose of forming an 
opinion on those statements taken as a whole. The schedule of 
valuation and qualifying accounts listed in Item 14 is the 
responsibility of the Company's management and is presented for the 
purpose of complying with the Securities and Exchange Commission's 
rules and is not part of the basic financial statements. This 
schedule has been subjected to the auditing procedures applied in the 
audit of the basic financial statements and, in our opinion, fairly 
states in all material respects the financial data required to be set 
forth therein in relation to the basic financial statements taken as 
a whole.














                                  ARTHUR ANDERSEN LLP







Cleveland, Ohio
February 12, 1999

<TABLE>
                                                                                          SCHEDULE II

                                         FIRSTENERGY CORP.

                           CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
                        FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<CAPTION>
                                                             Additions  
                                                       --------------------
                                                                    Charged
                                           Beginning    Charged     to Other                  Ending
       Description                          Balance    to Income    Accounts     Deductions   Balance
       -----------                         ---------   ---------    --------     ----------   -------
                                                                  (In Thousands)
<S>                                         <C>         <C>         <C>          <C>          <C>
Year Ended December 31, 1998:

  Accumulated provision for
    uncollectible accounts  - customers     $5,618      $28,984     $2,290 (a)   $30,495 (b)  $ 6,397
                                            ======      =======     ======       =======      =======
                            - other         $4,026      $45,836     $   42 (a)   $ 3,653 (b)  $46,251
                                            ======      =======     ======       =======      =======

Year Ended December 31, 1997:

  Accumulated provision for
    uncollectible accounts  - customers     $2,306      $13,565     $2,277 (a)   $12,530 (b)  $ 5,618
                                            ======      =======     ======       =======      =======
                            - other         $   --      $   941     $4,808 (c)   $ 1,723      $ 4,026
                                            ======      =======     ======       =======      =======

Year Ended December 31, 1996:

  Accumulated provision for
    uncollectible accounts -                $2,528      $6,949      $2,008 (a)   $ 9,179 (b)  $ 2,306
                                            ======      ======      ======       =======      =======

<FN>

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


(a)  Represents recoveries and reinstatements of accounts previously written off.
(b)  Represents the write-off of accounts considered to be uncollectible.
(c)  Includes the $4,026,000 effect of the FirstEnergy merger on November 8, 1997.

</TABLE>

<TABLE>
                                                                                         SCHEDULE II



                                        OHIO EDISON COMPANY

                          CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
                        FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

<CAPTION>
                                                            Additions  
                                                       --------------------
                                                                    Charged
                                           Beginning    Charged     to Other                  Ending
       Description                          Balance    to Income    Accounts     Deductions   Balance
       -----------                         ---------   ---------    --------     ----------   -------
                                                                 (In Thousands)
<S>                                        <C>           <C>        <C>           <C>         <C>
Year Ended December 31, 1998:

  Accumulated provision for
    uncollectible accounts                  $5,618       $ 7,933    $2,290 (a)    $9,444 (b)  $6,397
                                            ======       =======    ======        ======      ======


Year Ended December 31, 1997:

  Accumulated provision for
    uncollectible accounts                  $2,306       $10,979    $2,277 (a)    $9,944 (b)  $5,618
                                            ======       =======    ======        ======      ======


Year Ended December 31, 1996:

  Accumulated provision for
    uncollectible accounts                  $2,528       $ 6,949    $2,008 (a)    $9,179 (b)  $2,306
                                            ======       =======    ======        ======      ======
<FN>

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

(a)  Represents recoveries and reinstatements of accounts previously written off.
(b)  Represents the write-off of accounts considered to be uncollectible.

</TABLE>

<TABLE>
                                                                                     SCHEDULE II


                             THE CLEVELAND ELECTRIC ILLUMINATING COMPANY

                           CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
                        FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

<CAPTION>
                                                             Additions  
                                                       --------------------
                                                                    Charged
                                           Beginning    Charged     to Other                    Ending
       Description                          Balance    to Income    Accounts  Deductions       Balance
       -----------                         ---------   ---------    --------  ----------       -------
                                                                 (In Thousands)
<S>                                         <C>        <C>          <C>         <C>             <C>
Year Ended December 31, 1998:

  Accumulated provision for
    uncollectible accounts                  $1,226     $   (16)     $   42 (a)  $   761 (b)     $  491
                                            ======     =======      ======      =======         ======

Year Ended December 31, 1997:

  Accumulated provision for
    uncollectible accounts:
    Nov. 8 - Dec. 31, 1997                  $1,226     $ 2,331      $  216 (a)  $ 2,547 (b)     $1,226
                                            ======     =======      ======      =======         ======
-------------------------------------------------------------------------------------------------------
    Jan. 1 - Nov. 7, 1997                   $   58     $12,853      $1,366 (a)  $13,051 (b)     $1,226
                                            ======     =======      ======      =======         ======

Year Ended December 31, 1996:

  Accumulated provision for
  uncollectible accounts                    $2,326     $14,872      $1,353 (a)  $18,493 (b)(c)  $   58
                                            ======     =======      ======      =======         ======

<FN>

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

(a)  Represents recoveries and reinstatements of accounts previously written off.
(b)  Represents the write-off of accounts considered to be uncollectible.
(c)  Sale of retail customer accounts receivable net of Accumulated Provision for Uncollectible 
     Accounts.

</TABLE


</TABLE>
<TABLE>
                                                                                          SCHEDULE II



                                     THE TOLEDO EDISON COMPANY

                          CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
                       FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<CAPTION>
                                                            Additions  
                                                       --------------------
                                                                    Charged
                                           Beginning    Charged     to Other                    Ending
       Description                          Balance    to Income    Accounts  Deductions       Balance
       -----------                         ---------   ---------    --------  ----------       -------
                                                                 (In Thousands)
<S>                                         <C>         <C>        <C>         <C>            <C>
Year Ended December 31, 1998:
  Accumulated provision for
    uncollectible accounts                  $2,800      $  192     $   --      $2,892 (b)     $  100
                                            ======      ======     ======      ======         ======

Year Ended December 31, 1997:

  Accumulated provision for
    uncollectible accounts:
    Nov. 8 - Dec. 31, 1997                  $2,800      $1,196     $  566 (a)  $1,762 (b)      $2,800
                                            ======      ======     ======      =======         ======
----------------------------------------------------------------------------------------------------
    Jan. 1 - Nov. 7, 1997                   $  100      $9,367     $1,797 (a)  $8,464 (b)      $2,800
                                            ======      ======     ======      =======         ======

Year Ended December 31, 1996:

  Accumulated provision for 
    uncollectible accounts                  $1,046      $6,223     $1,879 (a)  $ 9,048 (b)(c)  $  100
                                            ======      ======     ======      =======         ======


<FN>

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

(a)  Represents recoveries and reinstatements of accounts previously written off.
(b)  Represents the write-off of accounts considered to be uncollectible.
(c)  Sale of retail customer accounts receivable net of Accumulated Provision for Uncollectible 
     Accounts.

</TABLE>

<TABLE>
                                                                                          SCHEDULE II

                                     PENNSYLVANIA POWER COMPANY

                                  VALUATION AND QUALIFYING ACCOUNTS
                         FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

<CAPTION>
                                                            Additions  
                                                       --------------------
                                                                    Charged
                                           Beginning    Charged     to Other                    Ending
       Description                          Balance    to Income    Accounts  Deductions       Balance
       -----------                         ---------   ---------    --------  ----------       -------
                                                                 (In Thousands)
<S>                                         <C>         <C>          <C>         <C>           <C>

Year Ended December 31, 1998:

  Accumulated provision for
    uncollectible accounts                  $3,609      $1,242        $409 (a)   $1,661 (b)    $3,599
                                            ======      ======        ====       ======        ======


Year Ended December 31, 1997:

  Accumulated provision for
    uncollectible accounts                  $  569      $4,409        $397 (a)  $1,766 (b)     $3,609
                                            ======      ======        ====      ======         ======


Year Ended December 31, 1996:

  Accumulated provision for
    uncollectible accounts                  $  563      $1,308        $362 (a)  $1,664 (b)     $  569
                                            ======      ======        ====      ======         ======



<FN>
-------------------

(a)  Represents recoveries and reinstatements of accounts previously written off.
(b)  Represents the write-off of accounts considered to be uncollectible.

</TABLE>


                              SIGNATURES



          Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                    FIRSTENERGY CORP.


                                    BY /s/  W. R. Holland   
                                       --------------------------
                                            W. R. Holland
                                            Chairman of the Board
                                            and Chief Executive Officer

Date: March 16, 1999


          Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the date
indicated:


/s/  W. R. Holland                   /s/  H. P. Burg    
------------------------------       ----------------------------------
     W. R. Holland                        H. P. Burg
     Chairman of the Board                President and Chief Operating
     and Chief Executive Officer          Officer and Director
     and Director (Principal
     Executive Officer)    


/s/  Richard H. Marsh                /s/  Harvey L. Wagner    
---------------------------------    ----------------------------------
     Richard H. Marsh                     Harvey L. Wagner
     Vice President and Chief             Controller
     Financial Officer                    (Principal Accounting Officer)
(Principal Financial Officer)


                                     /s/  Glenn H. Meadows      
---------------------------------    ----------------------------------
     Carol A. Cartwright                  Glenn H. Meadows
     Director                             Director


/s/  William F. Conway               /s/  Paul J. Powers  
---------------------------------    ----------------------------------
     William F. Conway                    Paul J. Powers
     Director                             Director


/s/  Robert B. Heisler, Jr.          /s/  Robert C. Savage   
---------------------------------    ----------------------------------
     Robert B. Heisler, Jr.               Robert C. Savage
     Director                             Director


/s/  Robert L. Loughhead             /s/  George M. Smart  
---------------------------------    ----------------------------------
     Robert L. Loughhead                  George M. Smart
     Director                             Director


/s/  Russell W. Maier                /s/  Jesse T. Williams, Sr.  
---------------------------------    ----------------------------------
     Russell W. Maier                     Jesse T. Williams, Sr.
     Director                             Director


Date: March 16, 1999

                             SIGNATURES





          Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                   OHIO EDISON COMPANY


                                   BY /s/  H. P. Burg   
                                      ---------------------------------
                                           H. P. Burg
                                           President


Date: March 16, 1999




          Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the date indicated:



/s/  H. P. Burg                      /s/  R. H. Marsh  
---------------------------------    ----------------------------------
     H. P. Burg                           R. H. Marsh
     President and Director               Vice President
    (Principal Executive Officer)        (Principal Financial Officer)




/s/  Harvey L. Wagner                /s/  W. R. Holland  
---------------------------------    ----------------------------------
     Harvey L. Wagner                     W. R. Holland
     Controller                           Director
    (Principal Accounting Officer)




/s/  Anthony J. Alexander  
---------------------------------
     Anthony J. Alexander
     Director







Date:  March 16, 1999

                              SIGNATURES





          Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly 
authorized.


                                   THE CLEVELAND ELECTRIC
                                    ILLUMINATING COMPANY


                                   BY /s/  H. P. Burg   
                                      ---------------------------------
                                           H. P. Burg
                                           President
    

Date: March 16, 1999




          Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the date 
indicated:



/s/  H. P. Burg                      /s/  R. H. Marsh  
---------------------------------    ----------------------------------
     H. P. Burg                           R. H. Marsh
     President and Director               Vice President
    (Principal Executive Officer)        (Principal Financial Officer)
      




/s/  Harvey L. Wagner                /s/  W. R. Holland  
---------------------------------    ----------------------------------
     Harvey L. Wagner                     W. R. Holland
     Controller                           Director
    (Principal Accounting Officer)


/s/  Anthony J. Alexander  
---------------------------------
     Anthony J. Alexander
     Director







Date:  March 16, 1999

                            SIGNATURES





          Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly 
authorized.


                                  THE TOLEDO EDISON COMPANY


                                  BY /s/  H. P. Burg   
                                     ----------------------------------
                                          H. P. Burg
                                          President


Date: March 16, 1999




          Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the date 
indicated:




/s/  H. P. Burg                      /s/  R. H. Marsh    
---------------------------------    ----------------------------------
     H. P. Burg                           R. H. Marsh
     President and Director               Vice President
    (Principal Executive Officer)        (Principal Financial Officer)




/s/  Harvey L. Wagner                /s/  W. R. Holland  
---------------------------------    ----------------------------------
     Harvey L. Wagner                     W. R. Holland
     Controller                           Director
    (Principal Accounting Officer)



/s/  Anthony J. Alexander  
---------------------------------
     Anthony J. Alexander
     Director







Date:  March 16, 1999

                              SIGNATURES




          Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly 
authorized.


                                PENNSYLVANIA POWER COMPANY


                                BY /s/  Willard R. Holland
                                   ------------------------------------
                                        Willard R. Holland
                                        Chairman of the Board and
                                        Chief Executive Officer


Date: March 16, 1999




          Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the date  
indicated:




/s/  Willard R. Holland              /s/  Richard H. Marsh  
---------------------------------    ----------------------------------
     Willard R. Holland                   Richard H. Marsh
     Chairman of the Board and            Vice President
     Chief Executive Officer             (Principal Financial Officer)
    (Principal Executive Officer)




/s/  Harvey L. Wagner                /s/  H. Peter Burg  
---------------------------------    ----------------------------------
     Harvey L. Wagner                     H. Peter Burg
     Comptroller                          Director
    (Principal Accounting Officer)
   
/s/  Anthony J. Alexander  
---------------------------------
     Anthony J. Alexander
     Director







Date:  March 16, 1999