EXECUTION COPY
  
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                          OHIO EDISON COMPANY

                                        with

                         BANKERS TRUST COMPANY,
                                   As Trustee


                          _______________


                    Sixty-Eighth Supplemental Indenture


                   Providing among other things for

                         First Mortgage Bonds

                   Guarantee Series of 1997 due 2000


                          _______________


                      Dated as of June 1, 1997




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     SUPPLEMENTAL INDENTURE, dated as of June 1, 1997 between 
Ohio Edison Company, a corporation organized and existing under 
the laws of the State of Ohio (hereinafter called the 
"Company"), party of the first part, and Bankers Trust Company, 
a corporation organized and existing under the laws of the State 
of New York, as Trustee under the Indenture hereinafter referred 
to, party of the second part.

     Whereas, the Company has heretofore executed and delivered 
to Bankers Trust Company, as Trustee (hereinafter called the 
"Trustee"), a certain Indenture of Mortgage and Deed of Trust, 
dated as of August 1, 1930, to secure an issue of bonds of the 
Company, issued and to be issued in series, from time to time, 
in the manner and subject to the conditions set forth in the 
said Indenture; and the said Indenture has been supplemented by 
supplemental indentures, dated as of August 1, 1930, March 3, 
1931, as of November 1, 1935, as of January 1, 1937, as of 
September 1, 1937, as of June 13, 1939, as of September 1, 1944, 
as of April 1, 1945, as of September 1, 1948, as of May 1, 1950, 
as of January 1, 1954, as of May 1, 1955, as of August 1, 1956, 
as of March 1, 1958, as of April 1, 1959, as of June 1, 1961, as 
of September 1, 1969, as of May 1, 1970, as of September 1, 
1970, as of June 1, 1971, as of August 1, 1972, as of September 
1, 1973, as of August 1, 1974, as of July 1, 1976, as of 
December 1, 1976, as of June 15, 1977, as of May 15, 1978, as of 
February 1, 1980, as of April 15, 1980, as of June 15, 1980, as 
of October 1, 1981, as of October 15, 1981, as of February 15, 
1982, as of July 1, 1982, as of March 1, 1983, as of March 1, 
1984, as of September 15, 1984, as of September 27, 1984, as of 
November 8, 1984, as of December 1, 1984, as of December 5, 
1984, as of January 1, 1985, as of January 30, 1985, as of 
February 25, 1985, as of July 1, 1985, as of October 1, 1985, as 
of January 15, 1986, as of May 20, 1986, as of June 3, 1986, as 
of October 1, 1986, as of July 15, 1989, as of August 25, 1989, 
as of February 15, 1991, as of May 1, 1991, as of May 15, 1991, 
as of September 15, 1991, as of April 1, 1992, as of June 15, 
1992, as of September 15, 1992, as of April 1, 1993, as of June 
15, 1993, as of September 15, 1993, as of November 15, 1993, as 
of April 1, 1995, as of May 1, 1995, and as of July 1, 1995, 
respectively, which Indenture as so supplemented and to be 
hereby supplemented is hereinafter referred to as the 
"Indenture"; and

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

     Whereas, the Company, by appropriate corporate action in 
conformity with the terms of the Indenture, in accordance with 
the requirements of the Letter of Credit and Reimbursement 
Agreement dated as of June 30, 1997 among the Company, Deutsche 
Bank AG, New York Branch, as Agent (the "Agent") and Issuing 
Bank, and the Banks named therein (as the same may be amended 
from time to time, the "Reimbursement Agreement"), has duly 
determined to create a new series of bonds under the Indenture, 
consisting of f$54,375,000 in principal amount to be designated 
as "First Mortgage Bonds Guarantee Series of 1997 due 2000" 
(hereinafter sometimes referred to as the "bonds of Guarantee 
Series"), the bonds of which series are to bear interest (which 
for the purposes hereof shall also include commissions, fees and 
other amounts (other than amounts payable as principal) due and 
owing under the Reimbursement Agreement) at the same rates and 
on the same dates as the Reimbursement Agreement provides for 
the accrual and payment of interest, fees, commissions and such 
other amounts, are to mature on September 16, 2000, or, as 
provided herein, such later date as shall correspond to the 
latest Stated Termination Date (as defined in the Reimbursement 
Agreement) of the Letter of Credit (as defined in the 
Reimbursement Agreement) issued and outstanding under the 
Reimbursement Agreement, and are to be substantially in the 
following form:


THIS BOND IS NOT TRANSFERABLE EXCEPT (X) TO A SUCCESSOR AGENT 
UNDER A LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT, DATED AS 
OF JUNE 30, 1997, AMONG THE OHIO EDISON COMPANY, THE AGENT, THE 
ISSUING BANK AND THE BANKS NAMED THEREIN AS THE SAME MAY BE 
AMENDED FROM TIME TO TIME, OR (Y) IN CONNECTION WITH THE 
EXERCISE OF THE RIGHTS AND REMEDIES OF THE HOLDER HEREOF 
CONSEQUENT UPON AN "EVENT OF DEFAULT" AS DEFINED IN SUCH 
REIMBURSEMENT AGREEMENT.

                      OHIO EDISON COMPANY

             First Mortgage Bond Guarantee Series of 1997 Due 
2000
                            Due September 16, 2000

$                                                  No.

     Ohio Edison Company, a corporation of the State of Ohio 
(hereinafter called the Company), for value received, hereby 
promises to pay to DEUTSCHE BANK AG, NEW YORK BRANCH, as Agent 
under the Reimbursement Agreement hereinafter described, or 
registered assigns,                                       
dollars at an office or agency of the Company in the Borough of 
Manhattan, The City of New York, N.Y. or in the City of Akron, 
Ohio, on the dates and in the amounts set forth in the 
Reimbursement Agreement for the payment of the principal of 
demand loans and the reimbursement of drawings under the Letter 
of Credit (as defined in the Reimbursement Agreement) and to pay 
interest on said sum as described on the reverse hereof, in any 
coin or currency of the United States of America which at the 
time of payment is legal tender for public and private debts.  
Payments of principal of and interest on this bond shall be made 
at an office or agency of the Company in the Borough of 
Manhattan, The City of New York, N.Y. or in the City of Akron, 
Ohio.  

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

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

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

     Dated, June __, 1997

                                        Ohio Edison Company

                                By____________________
                                Title: President


Attest:


_________________________
Title: Secretary




                       Trustee's Authentication Certificate

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

                                        Bankers Trust Company,
                                       as Trustee,


                                By_________________________
                                Authorized Officer



                       OHIO EDISON COMPANY

       First Mortgage Bond Guarantee Series of 1997 Due 2000

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

     The bonds of this Series have been issued to Deutsche Bank 
AG, New York Branch ("DBNY"), as Agent (including any successors 
as Agent under the Reimbursement Agreement, the "Agent") in 
connection with the execution and delivery by the Company of the 
Letter of Credit and Reimbursement Agreement dated as of June 
30, 1997 among the Company, DBNY as Agent and Issuing Bank, and 
the Banks named therein (as the same may be amended from time to 
time, the "Reimbursement Agreement").  The principal amount of 
this bond shall equal $54,375,000.
     
     Except as hereinafter provided, interest (which for the 
purposes hereof shall also include commissions, fees and other 
amounts (other than amounts payable as principal) due and owing 
under the Reimbursement Agreement) on this bond accrues and is 
payable at the same rates and on the same dates as the 
Reimbursement Agreement provides for the accrual and payment of 
interest, fees, commissions and such other amounts.

     The obligation of the Company to make payments with respect 
to the principal and interest (calculated as set forth above) on 
the bonds of this Series whether at stated maturity, as a result 
of acceleration of maturity or upon mandatory redemption shall 
be fully or partially, as the case may be, satisfied and 
discharged to the extent that, at any time that any such payment 
shall become due, the Company shall have fully or partially paid 
the then due principal amount of any demand loans or any 
unreimbursed drawings under the Letter of Credit outstanding 
under the Reimbursement Agreement, or the then due interest on 
any thereof, or any fees, commissions or other amounts payable 
under the Reimbursement Agreement.

     The maturity date of bonds of this Series shall be extended 
automatically, without further written amendment or other action 
by either the Company or the Trustee, to correspond to the 
latest Stated Termination Date of the Letter of Credit, as the 
same may be extended pursuant to the Reimbursement Agreement, 
but in no event shall such maturity be extended beyond September 
1, 2012.

     The bonds of this series shall be redeemed in whole, by 
payment of the principal amount thereof plus accrued interest 
(calculated as set forth above) thereon, if any, to the date 
fixed for redemption, upon receipt by the Trustee of a written 
advice from the Agent, stating that an Event of Default (as 
defined in the Reimbursement Agreement) has occurred pursuant to 
the provisions of Section 6.01 of the Reimbursement Agreement, 
specifying the date of the occurrence of such an Event of 
Default, stating such occurrence of an Event of Default has not 
been annulled and demanding payment of the principal amount 
hereof plus accrued interest (calculated as set forth above) 
hereon to the date fixed for such redemption.  As provided in 
the supplemental indenture establishing the terms and provisions 
of the bonds of this series, the date fixed for such redemption 
shall be the date specified in the aforesaid written advice as 
the date of the occurrence of an Event of Default.  As provided 
in said supplemental indenture, the aforementioned redemption 
shall become null and void for all purposes under said 
supplemental indenture and the Mortgage upon receipt by the 
Trustee of written notice from the Agent confirming that such 
Event of Default under the Reimbursement Agreement is no longer 
continuing prior to such redemption, and thereupon no redemption 
of the bonds of this series and no payment in respect thereof 
shall be effected or required.  But no such rescission shall 
extend to any subsequent written advice from the Agent or impair 
any right consequent on such subsequent written advice.

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

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

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

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

     The bonds of this series are issuable only as registered 
bonds without coupons in denominations of $1,000 and authorized 
multiples thereof.  Subject to the restrictions contained in the 
Reimbursement Agreement, this bond is transferable as prescribed 
in the Mortgage by the registered owner hereof, and exchangeable 
as set forth in the next sentence, in person or by attorney duly 
authorized, at an office or agency of the Company, in the 
Borough of Manhattan, The City of New York, N.Y. or in the City 
of Akron, Ohio, upon surrender and cancellation of this bond and 
thereupon a new registered bond or bonds of the same series for 
a like aggregate principal amount, in authorized denominations, 
will be issued to the transferee in exchange therefor, as 
provided in the Mortgage, and upon payment, if the Company shall 
require it, of the transfer charges therein prescribed.  In the 
event the maturity of bonds of this Series is extended in 
accordance with the provisions hereof and of the Indenture 
Supplement, as a result of the extension of the Stated 
Termination Date of the Letter of Credit, as the same may be 
extended pursuant to the Reimbursement Agreement, the holder 
hereof shall be entitled to exchange this bond for a bond or 
bonds stating such new maturity date.  The Company and the 
Trustee may deem and treat the person in whose name this bond is 
registered as the absolute owner for the purpose of receiving 
payment of or on account of the principal and interest due 
hereon and for all other purposes.  Registered bonds of this 
series shall be exchangeable at said offices or agencies of the 
Company for registered bonds of other authorized denominations 
having the same aggregate principal amount, in the manner and 
upon the conditions prescribed in the Mortgage.  Notwithstanding 
any provision of the Mortgage, (a) neither the Company nor the 
Trustee shall be required to make transfers or exchanges of 
bonds of this series during the period between any interest 
payment date for such series and the record date next preceding 
such interest payment date, and (b) no charge shall be made upon 
any transfer or exchange of bonds of this series other than for 
any tax or taxes or other governmental charge required to be 
paid by the Company.

               [END OF BOND OF GUARANTEE SERIES]
and

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

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

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

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

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

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

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

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

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

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

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

     Section 1.  Bonds of Guarantee Series shall mature on 
September 16, 2000, or such later date as shall correspond to 
the latest Stated Termination Date of the Letter of Credit, as 
the same may be extended pursuant to the Reimbursement 
Agreement, but in no event shall such maturity be extended 
beyond September 1, 2012, and shall be designated as the 
Company's "First Mortgage Bonds Guarantee Series of 1997 due 
2000."  The bonds of Guarantee Series shall bear interest (which 
for the purposes hereof shall also include commissions, fees and 
other amounts (other than amounts payable as principal) due and 
owing under the Reimbursement Agreement) at the same rates and 
on the same dates as the Reimbursement Agreement provides for 
the accrual and payment of interest, fees, commissions and such 
other amounts.  Principal or redemption price of and interest on 
the bonds of Guarantee Series shall be payable in any coin or 
currency of the United States of America which at the time of 
payment is legal tender for public and private debts, at an 
office or agency of the Company in the Borough of Manhattan, The 
City of New York, N.Y. or in the City of Akron, Ohio.

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

     The bonds of Guarantee Series shall be redeemable pursuant 
to the requirements of this Sixty-Eighth Supplemental Indenture 
in whole, prior to maturity, upon receipt by the Trustee of a 
written advice from the Agent, stating that an Event of Default 
has occurred pursuant to the provisions of Section 6.01 of the 
Reimbursement Agreement, specifying the date of the occurrence 
of such an Event of Default, stating such occurrence of an Event 
of Default has not been annulled and demanding payment of the 
principal amount hereof plus accrued interest (calculated as set 
forth above) hereon to the date fixed for such redemption.  The 
Trustee shall immediately upon receiving such written advice 
mail a copy thereof to the Company stamped or otherwise marked 
to indicate the date of receipt by the Trustee.  The redemption 
date shall be the date specified in the aforesaid written advice 
as the date of such occurrence of an Event of Default under the 
Reimbursement Agreement.  The terms "Agent" and "Reimbursement 
Agreement" shall have the meanings specified in the form of bond 
of Guarantee Series provided for herein.  Redemption of the 
bonds of Guarantee Series shall be at the principal amount 
thereof, plus accrued interest thereon to the date fixed for 
redemption and such amount shall become due and payable on the 
date fixed for such redemption.  Anything in this paragraph 
contained to the contrary notwithstanding, if prior to such 
redemption, the Trustee shall have been advised in writing by 
the Agent that such Event of Default under the Reimbursement 
Agreement is no longer continuing and that the aforesaid written 
advice has been rescinded, the aforesaid written advice shall 
thereupon, without further act of the Trustee or the Company, be 
rescinded and become null and void for all purposes hereunder 
and no redemption of the bonds of Guarantee Series and no 
payments in respect thereof shall be effected or required.  But 
no such rescission shall extend to any subsequent written advice 
from the Agent or impair any right consequent on such subsequent 
written advice.

     Section 2.  Bonds of Guarantee Series shall be deemed to be 
paid and no longer outstanding under the Indenture to the extent 
that the Company's obligations with respect to the principal, 
interest, commissions, fees and other amounts payable under or 
in connection with the Reimbursement Agreement which are due 
from time to time under the Reimbursement Agreement are, and the 
Letter of Credit issued pursuant thereto is, no longer 
outstanding and the Trustee has been notified to such effect by 
the Company.

     Section 3.  Subject to the terms of the Reimbursement 
Agreement, bonds of Guarantee Series may be transferred by the 
registered owners thereof, and exchanged as set forth in the 
next sentence, in person or by attorney duly authorized, at an 
office or agency of the Company in the Borough of Manhattan, The 
City of New York, N.Y. or in the City of Akron, Ohio but only in 
the manner and upon the conditions prescribed in the Indenture 
and in the form of bond hereinbefore recited.  In the event the 
maturity of bonds of Guarantee Series is extended in accordance 
with the provisions hereof, as a result of the extension of the 
Stated Termination Date of the Letter of Credit, as the same may 
be extended pursuant to the Reimbursement Agreement, the holder 
hereof shall be entitled to exchange this bond for a bond or 
bonds stating such new maturity date.  Bonds of Guarantee Series 
shall be exchangeable for other registered bonds of the same 
series, in the manner and upon the conditions prescribed in the 
Indenture, and in the form of bond hereinbefore recited, upon 
the surrender of such bonds at said offices or agencies of the 
Company.  However, notwithstanding the provisions of Section 14 
or 15 of the Indenture, no charge shall be made upon any 
transfer or exchange of bonds of said series other than for any 
tax or taxes or other governmental charge required to be paid by 
the Company.

     Section 4.  Bonds of Guarantee Series shall be considered 
and deemed to be "outstanding" for all purposes under the 
Mortgage in the full principal amount thereof, until the 
maturity thereof, regardless of whether any amounts have accrued 
thereunder or are then due and owing thereunder.

     Section 5.  The Company reserves the right, without any 
consent or other action by holders of the bonds of Guarantee 
Series, or any subsequent series of bonds, to amend the 
Indenture by inserting the following language as Section 115A 
immediately following current Section 115 of the Indenture:

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

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

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

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

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

     Section 6.  The Company reserves the right, without any 
consent or other action by the holders of the bonds of Guarantee 
Series, or any subsequent series of bonds, to amend the 
Indenture by deleting the phrase "sixty per centum (60%)" in 
Section 28 of the Indenture and substituting therefor the phrase 
"seventy per centum (70%)" and by deleting the phrase "One 
hundred sixty-six and two-thirds per cent. (166 2/3%)" in 
Sections 65 and 67 of the Indenture and substituting therefor 
the phrase "One hundred and forty-two and eighty-six hundredths 
per cent. (142.86%)".  

     Section 7.  Except as herein otherwise expressly provided, 
no duties, responsibilities or liabilities are assumed, or shall 
be construed to be assumed, by the Trustee by reason of this 
Supplemental Indenture; the Trustee shall not be responsible for 
the recitals herein or in the bonds (except the Trustee's 
authentication certificate), all of which are made by the 
Company solely; and this Supplemental Indenture is executed and 
accepted by the Trustee, subject to all the terms and conditions 
set forth in the Indenture, as fully to all intents and purposes 
as if the terms and conditions of the Indenture were herein set 
forth at length.

     Section 8.  As supplemented by this Supplemental Indenture, 
the Indenture is in all respects ratified and confirmed, and the 
Indenture as herein defined, and this Supplemental Indenture, 
shall be read, taken and construed as one and the same 
instrument.

     Section 9.  Nothing in this Supplemental Indenture 
contained shall or shall be construed to confer upon any person 
other than a holder of bonds issued under the Indenture, the 
Company and the Trustee any right or interest to avail himself 
of any benefit under any provision of the Indenture or of this 
Supplemental Indenture.

     Section 10.  This Supplemental Indenture may be 
simultaneously executed in several counterparts and all such 
counterparts executed and delivered, each as an original, shall 
constitute but one and the same instrument.
































    In witness whereof, Ohio Edison Company, party of the first 
part hereto, and Bankers Trust Company, party of the second part 
hereto, have caused these presents to be executed in their 
respective names by their respective Presidents or one of their 
Vice Presidents or Assistant Vice Presidents and their 
respective seals to be hereunto affixed and attested by their 
respective Secretaries or one of their Assistant Secretaries or 
Assistant Treasurers, all as of the day and year first above 
written.


                                    Ohio Edison Company
[Seal]
                            By: /S/ John A. Gill
                               ----------------------
                               Title: Vice President  

Attest:  /s/ Nancy C. Ashcom  
         Title: Secretary
                 
        

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

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


       /s/ Suzette H. Sharif
       ------------------------
       Suzette H. Sharif


                                       Bankers Trust Company
[Seal]
                               By:  /s/ Scott Thiel
                                   -----------------------------
                                Title:  Assistant Vice President

Attest: /s/ Paul Dispenza
        -------------------------------
        Title:  Assistant Vice President

Signed, Sealed and Acknowledged on behalf of
  Bankers Trust Company in the presence of:



  /s/ Barbara Nastro
  ----------------------
   Barbara Nastro

  /s/ William T. Jenkins, Jr.
  --------------------------------
  William T. Jenkins, Jr.        





State of Ohio     )
               :  ss.:
County of Summit  )


     On the 26th day of June, 1997, personally appeared before 
me, a Notary Public in and for the said County and State 
aforesaid, John A. Gill, and Nancy C. Ashcom, to me known and 
known to me to be a Vice President and Secretary, respectively, 
of Ohio Edison Company, the corporation which executed the 
foregoing instrument, and who severally acknowledged that they 
did sign and seal such instrument as such Vice President and 
Secretary, respectively, of Ohio Edison Company, the same is 
their free act and deed and the free and corporate act and deed 
of said corporation.

     In witness whereof, I have hereunto set my hand and seal 
the 26th day of June, 1997.

                                                 

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


[Seal]


State of Ohio    )
               :  ss.:
County of Summit  )

     On the 26th day of June, 1997, before me personally came 
John A. Gill, to me known, who, being by me duly sworn, did 
depose and say that he resides at 123 Meadow Lane, Peninsula, 
Ohio 44264; that he is a Vice President of Ohio Edison Company, 
one of the corporations described in and which executed the 
above instrument; that he knows the seal of said corporation; 
that the seal affixed to said instrument is such corporate seal; 
that it was so affixed by order of the Board of Directors of 
said corporation, and that he signed his name thereto by like 
order.

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

[Seal]
State of New York )
               :  ss.:
County of New York)

     On the 30th day of June, 1997, personally appeared before 
me, a Notary Public in and for the said County and State 
aforesaid, Scott Thiel and Paul Dispenza, to me known and known 
to me to be an Assistant Vice President and Assistant Vice 
President, respectively, of Bankers Trust Company, the 
corporation which executed the foregoing instrument, and who 
severally acknowledged that they did sign and seal such 
instrument as such Assistant Vice President and Assistant Vice 
President for and on behalf of said corporation and that the 
same is their free act and deed and the free and corporate act 
and deed of said corporation.

     In witness whereof, I have hereunto set my hand and seal 
the 30th day of June, 1997.

                                              
                        /s/ Sharon v. Alston
                        ------------------------
                       Sharon V. Alston
                 Notary Public, State of New York
                         No. 31-4966275
                  Qualified in New York County
                    Commission Expires 5/7/98
[Seal]


State of New York   )
                 :  ss.:
County of New York  )

     On the 30th day of June, 1997, before me personally came 
Scott Thiel, to me known, who, being by me duly sworn, did 
depose and say that he resides at Stanhope, New Jersey  07874; 
that he is an Assistant Vice President of Bankers Trust Company, 
one of the parties described in and which executed the above 
instrument; that he knows the seal of said corporation; that the 
seal affixed to said instrument is such corporate seal; that it 
was so affixed by order of the Board of Directors of said 
corporation, and that he signed his name thereto by like 
authority.


                                                
                        /s/ Sharon V. Alston
                        ---------------------------
                        Sharon V. Alston
                 Notary Public, State of New York
                       No. 31-4966275
                   Qualified in New York County
                   Commission Expires 5/7/98
[Seal]


     Bankers Trust Company hereby certifies that its precise 
name and address as Trustee hereunder are:

     Bankers Trust Company
     Four Albany Street
     Borough of Manhattan
     City, County and State of New York 10006


                                   Bankers Trust Company
                            By: /s/ Scott Thiel         
                            ---------------------------------
                            Title:  Assistant Vice President
               


















                         SCHEDULE A


            Detailed Description of Additional Properties


A.  OFFICE BUILDINGS, STORE HOUSES, ETC.

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

1.  Land and dwelling, 777 Mayfield Drive, Marion Township,
    Marion County, Ohio.

2.  Land and dwelling, 4181 Autumn Creek Drive, German Township,
    Clark County, Ohio.

3.  Land and dwelling, 3300 St. Clair Avenue, St. Clair
    Township, Columbiana County, Ohio.

4.  Land and dwelling, 33925 S. Park Circle, St. Clair Township,
    Columbiana County, Ohio.

5.  Land and dwelling, 3970 Walnut Wood Way, City of Green,
    Summit County, Ohio.

6.  Land and dwelling, 699 E. Church Street, City of Marion,
    Marion County, Ohio.

7.  Land and dwelling, 1124 Colonial Avenue, City of Marion,
    Marion County, Ohio.


B.  ELECTRIC TRANSMISSION LINES

    The following electric transmission lines of the Company, 
including the towers, poles, line poles, wire, switch racks, 
insulators and other appurtenances, and equipment owned by the 
Company, and all other property of the Company, with all the 
Company's rights of way, easements, permits, privileges and 
consents, licenses and rights over or relating to the 
construction, maintenance or operation thereof, through, over, 
under or upon any public streets or highways or other lands, 
public or private.

1.  Seville Substation Loop: Double circuit wood pole 
construction extending from Pole #10189 on the existing Star-W. 
Medina Line, westerly to Seville Substation, a distance of 0.87 
mile, being located in Guilford and Westfield Townships, Medina 
County, Ohio.

2.  Blue Jacket-Kirby: New single circuit wood pole construction 
extending from Kirby Substation westerly and northerly to 
interconnect with D. P. & L. Company at Pole #11181, a distance 
of 6.32 miles, being located in Claibourne Township, Union 
County, Ohio.

3.  Avery Substation Loop: Double circuit wood pole construction 
extending from Pole #8894 on the existing Greenfield-Shinrock 
Line northerly to Avery Substation, a distance of 0.08 mile, 
being located in Milan Township, Erie County, Ohio.

4.  Nevada Tap: Single circuit wood pole construction extending 
from Tower #6589 southerly and westerly to Nevada Substation, a 
distance of 0.06 mile, being located in Boardman Township, 
Mahoning County, Ohio.

5.  Lakemore Loop: Double circuit wood pole construction 
extending from Tower #7957 on the existing Gilchrist-South Akron 
Line northerly, northwesterly, and westerly to Lakemore 
Substation, a distance of 0.25 mile, all being located in 
Springfield Township, Summit County, Ohio.

6.  Babb-Evans: Single circuit construction on existing steel 
towers, new wood poles, and new steel poles.  Extending from 
Babb Substation southerly, easterly, northwesterly, and westerly 
to Evans Substation, a distance of 4.7 miles, all being located 
in the City of Akron, Summit County, Ohio.

7.  Chamberlin Loop: Double circuit steel pole construction 
extending from steel tower #42839 and from steel pole #42845 in 
the existing Harding-Mansfield Line northerly and easterly to 
Chamberlin Substation, a distance of 0.79 mile, all being 
located in the City of Macedonia, Twinsburg Township, Summit 
County, Ohio.

8.  Clark-Urbana: Single circuit wood pole construction 
extending from Clark Substation in a northerly direction to the 
D. P. & L. Company Interconnection at Pole A, a distance of 8.70 
miles, being located in Mad River Township, Springfield Township 
and German Township in Clark County and Urbana Township in 
Champaign County, Ohio.

                      Akron Division

9.  Macedonia-W. Akron Relocate for Glencairn: Single circuit 
wood pole construction extending from Structure #31-N on the 
existing line easterly and southerly to Structure #57 on the 
existing line, an increased distance of 0.21 mile, all being 
located in Richfield Township, Summit County, State of Ohio.

10.  Case Tap: Single and double wood pole construction 
extending from Structure #32 on the existing Aurora-Chamberlin 
Line at Highland Road southerly and westerly at Case Substation, 
a distance of 0.43 mile of single circuit construction and 0.27 
mile of double circuit construction, all located in Twinsburg, 
Summit County, State of Ohio.

11.  Aurora-Chamberlin: New single circuit wood pole 
construction extending from Chamberlin Substation easterly and 
southerly to Pole #63 south of the Conrail Railroad, a distance 
of 0.17 mile, being located in Summit County, Ohio.

12.  Aurora-Chamberlin: New wood pole construction extending 
from Pole #63 to Pole #2 near Hadden Road, a distance of 1.16 
miles, being located in the City of Twinsburg and Twinsburg 
Township, Summit County, Ohio.

13.  Prospect Substation Tap: Single circuit wood pole 
construction extending from Pole #61 on the existing Ravenna-
West Ravenna #2 Line easterly to Prospect Substation, a distance 
of 0.05 mile, being located in Rootstown Township, Portage 
County, Ohio.

14.  Shiloh Tap: Single circuit wood pole construction extending 
from Pole #10 on the existing Abbe-Medina Line, westerly to 
Shiloh Substation, a distance of 0.02 mile, being located in 
Liverpool Township, Medina County, Ohio.

15.  Seville Loop: Double circuit wood pole construction 
extending from Pole #74 on the existing Rittman Line northerly 
and northeasterly to Seville Substation, a distance of 0.75 
mile, being located in Westfield Township, Medina County, Ohio.

16.  Quarry Substation Loop: Single circuit wood pole 
construction extending from Pole #110 on the existing Avery-
Greenfield Lone, easterly to Quarry Substation, a distance of 
0.2 mile, being located in Perkins Township, Erie County, Ohio.

17.  Bechtel McLaughlin Tap: Single circuit wood pole 
construction extending from Pole #20 on the existing Carriage-
Greenfield Line, easterly to Bechtel McLaughlin Substation, a 
distance of 0.07 mile, being located in Perkins Township, Erie 
County, Ohio.

18.  Avery Substation Loop: Double circuit wood pole 
construction extending from Pole #165 on the existing Carriage-
Greenfield Line westerly to Avery Substation, a distance of 0.52 
mile, being located in Milan Township, Erie County, Ohio.

19.  Wellington Muni Tap: Single circuit wood pole construction 
extending from Pole #11A on the existing Carlisle-Wellington 
Line northerly to Wellington Muni Substation, a distance of 0.1 
mile, being located in Wellington Township, Lorain County, Ohio.

20.  Bellevue-Greenfield #2: Single circuit wood pole 
construction extending from Bellevue Substation northerly and 
northeasterly to Greenfield Substation, a distance of 14.40 
miles, all being located in the city of Bellevue, Lyme Township, 
Huron County, Ohio, and in Groton Township, Margaretta Township, 
Village of Castalia, Perkins Township, Erie County, Ohio.

21.  Dell Loop: Single circuit wood pole construction extending 
from Structure #35 on the existing Industrial Line northerly and 
westerly to Dell substation, a distance of 0.07 mile, and single 
circuit wood pole construction extending from Structure #37 on 
the existing Industrial Line northerly and westerly to Dell 
Substation, a distance of 0.13 mile, all being located in the 
City of Ashland, Montgomery Township, Ashland County, Ohio.

22.  National Latex Company Tap: Single circuit wood pole 
construction extending from Structure #14B on the existing 
Industrial Line easterly to National Latex Company Substation, a 
distance of 0.01 mile, all being located in the City of Ashland, 
Ashland County, Ohio.

                       Stark Division

23.  Dale Loop: Double circuit wood pole construction extending 
from Structure #73 on the existing Hartville-Star Line southerly 
and westerly to Dale Substation, a distance of 3.04 miles, all 
being located in the City of Green, Summit County and in Jackson 
Township, Stark County, Ohio.

24.  Knox Loop: Double circuit wood pole construction extending 
from Structure #102 on the existing Lynchburg Line westerly to 
Knox Substation, a distance of 1.33 miles, all being located in 
West Township, Columbiana County, Ohio.

25.  Fleming Foods Tap: Single circuit wood pole construction 
extending from Structure #17 on the existing Richville Line 
easterly to Fleming Foods Substation, a distance of 0.01 mile, 
all being located in Perry Township, Stark County, Ohio.

26.  Dale Strobel: Double circuit and single circuit wood pole 
construction extending from Dale Substation easterly, southerly, 
westerly, southerly, and westerly to Strobel Substation a 
distance of 3.43 miles, all being located in Jackson Township, 
Stark County, Ohio.

                      Youngstown Division

27.  Carriage Hill Foods Tap: Single circuit wood pole 
construction extending from Structure #12 on the existing 
Boardman-Pidgeon north line southwesterly and southerly to 
Carriage Hill Foods substation, a distance of 0.09 mile, all 
being located in Perry Township, City of Salem, Columbiana 
County, Ohio.

                     Springfield Division

28.  Villa Tap: single circuit wood pole construction extending 
from Structure #35 on the existing Broadview-East 
Springfield Line easterly 0.50 miles to Villa Substation.  
The line is located in Moorefield Township, Clark County, 
Ohio.

29.  Tech II Tap: Single Circuit wood pole construction 
extending from structure #35 on the existing Broadview -
Waterworks line westerly to Tech II Substation, a distance 
of 1.74 miles, all being located in Moorefield and German 
Township, Clark County and in Mad River Township, Champaign 
County, Ohio.


C.  ELECTRICAL SUBSTATIONS

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

                    Western Division


                     Akron Division

    Case Substation, structures and equipment only (land was 
reported previously), located at 2111 Case Parkway South in the 
City of Twinsburg, Summit County, Ohio.

    Chillicothe Substation site, land only, located on the west 
side of South Chillicothe Road approximately 1,800 feet south of 
its intersection with Lena Drive in the City of Aurora, Portage 
County, Ohio.

    Clayben Substation site, land only, located at 2175 
Massillon Road in Springfield Township, Summit County, Ohio.

    Lakemore Substation, structures and equipment only (land was 
reported previously), located at 2862 Canton Road (across from 
its intersection with Jackson Boulevard) in the City of 
Uniontown, Summit County, Ohio.

    Prospect Substation, land, structures, and equipment, 
located at 5159 South Prospect Street, Village of Rootstown, 
Portage County, Ohio.

    Rosemont Substation site, land only, located at 660 
Brunsdorf Drive (immediately south of Interstate No. 77) in the 
City of Fairlawn, Summit County, Ohio.

    Seville Substation, land, structures, and equipment, located 
at 5501 Greenwich Road, in Westfield Township, Medina County, 
Ohio.

    Treat Substation, land, structures, and equipment, located 
at 95 Treat Road, in the City of Aurora, Portage County, Ohio.

                           Bay Area

    Avery Substation site, land only, located at 805 West Mason 
Road, in Milan Township, Erie County, Ohio.

    Quarry Substation, land, structures, and equipment, located 
on Bogart Road, across from its intersection with Galloway Road, 
in Perkins Township, Erie County, Ohio.

                         Lake Erie Area

    Baumhart Substation, structures and equipment only (land was 
reported previously), located at 315 Helen Drive in the City of 
Vermillion, Lorain County, Ohio.

                        Mansfield Area

    Dell Substation, structures and equipment only (land was 
reported previously), located at 200 Delafield Avenue in 
Montgomery Township, Ashland County, Ohio.

    Perrysville substation, structures and equipment only, 
located east of Route 39 approximately 0.5 miles north of its 
intersection with Route 95 in Green Township, Ashland County, 
Ohio.

                          Marion Area

    Kirby Substation site, land only, located on Landon Road, 
approximately 0.3 miles east of its intersection with State 
Route No. 37 in Claibourne Township, Union County, Ohio.


                        Stark Division

    Carmont Substation, land structures and equipment, located 
at 1336 Carmont Avenue (17th Street, S.W.) across from its 
intersection with Rondale Avenue in the City of Massillon, Stark 
County, Ohio.

    Fleming Foods, structure and equipment only, located on the 
east side of Erie Avenue, approximately 300 feet north of its 
intersection with Londcrest Street in the City of Massillon, 
Stark County, Ohio.

    Dale Substation, structures and equipment only (land was 
reported previously), located at 7181 Arlington Avenue, in 
Jackson Township, Stark County, Ohio.

                     Springfield Division

    Villa Substation, structures and equipment only, located at 
3039 Derr Road (near the intersection of Villa Road and Derr 
Road) in Moorefield Township, Clark County, Ohio.

                     Youngstown Division

    Fresh Mark Substation, structures and equipment only, 
located on the west side of Lincoln Avenue (State Route No. 45) 
immediately south of its intersection with Snyder Road in the 
City of Salem, Columbiana County, Ohio.

    Lockwood Substation site, land only, located on the east 
side of Lockwood Boulevard approximately 100 feet north of its 
intersection with Shields Road in the Township of Austintown, 
Summit County, Ohio.

    Matthews Substation site, land only, located at 1971 
Matthews Road (approximately 500 feet east of its intersection 
with Sheridan Road) in the City of Youngstown, Mahoning County, 
Ohio.


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


                       /s/ Scott Thiel ,
                       ---------------------------------
                       Scott Thiel, Assistant Vice President
                             Bankers Trust Company