**UNITED
STATES 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, 2004**


**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)****c/o
      FirstEnergy Corp.****76
      South Main Street****Akron,
      OH 44308****Telephone
      (800)736-3402****1-2323**
    **THE
      CLEVELAND ELECTRIC ILLUMINATING COMPANY**
    **34-0150020****(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)****c/o
      FirstEnergy Corp.****76
      South Main Street****Akron,
      OH 44308****Telephone
      (800)736-3402****1-3141**
    **JERSEY
      CENTRAL POWER & LIGHT COMPANY**
    **21-0485010****(A
      New Jersey Corporation)****c/o
      FirstEnergy Corp.****76
      South Main Street****Akron,
      OH 44308****Telephone
      (800)736-3402****1-446**
    **METROPOLITAN
      EDISON COMPANY**
    **23-0870160****(A
      Pennsylvania Corporation)****c/o
      FirstEnergy Corp.****76
      South Main Street****Akron,
      OH 44308****Telephone
      (800)736-3402****1-3522**
    **PENNSYLVANIA
      ELECTRIC COMPANY**
    **25-0718085****(A
      Pennsylvania Corporation)****c/o
      FirstEnergy Corp.****76
      South Main Street****Akron,
      OH 44308****Telephone
      (800)736-3402**
















**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,
      $0.10 par value
    New York
      Stock ExchangeOhio Edison
      Company
    Cumulative
      Preferred Stock, $100 par value:3.90%
      Series
    All series
      registered on New4.40%
      Series
    York Stock
      Exchange and4.44%
      Series
    Chicago Stock
      Exchange4.56%
      SeriesThe Cleveland
      Electric
    Cumulative
      Serial Preferred Stock, withoutIlluminating
      Company
    par
      value:$7.40 Series
      A
    Both series
      registered on NewAdjustable
      Rate, Series L
    York Stock
      ExchangeThe Toledo
      Edison
    Cumulative
      Preferred Stock, par valueCompany
    $100 per
      share:4-1/4%
      Series
    American
      Stock ExchangeCumulative
      Preferred Stock, par value$25 per
      share:$2.365
      Series
    All series
      registered onAdjustable
      Rate, Series A
    New York
      Stock ExchangeAdjustable
      Rate, Series BPennsylvania
      Power
    Cumulative
      Preferred Stock, $100Company
    par
      value:4.24%
      Series
    All series
      registered on4.25%
      Series
    Philadelphia
      Stock Exchange4.64%
      SeriesJersey
      Central Power &
    Cumulative
      Preferred Stock, withoutLight
      Company
    par
      value:4%
      Series
    New York
      Stock Exchange

















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





None





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 (  )





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)
    FirstEnergy
      Corp.(
      )
    Ohio Edison
      Company, Pennsylvania Power Company, The Cleveland Electric Illuminating
      Company, The Toledo Edison Company, Jersey Central Power & Light
      Company, Metropolitan Edison Company and Pennsylvania Electric
      Company.


Indicate by check
mark whether each registrant is an accelerated filer (as defined in Rule 12b-2
of the Act):





Yes
      (X) No
      ()
    FirstEnergy
      Corp.Yes
      () No
      (X)
    Ohio Edison
      Company, Pennsylvania Power Company, The Cleveland Electric Illuminating
      Company, The Toledo Edison Company, Jersey Central Power &
      LightCompany,
      Metropolitan Edison Company, and Pennsylvania Electric
    Company





State the aggregate
market value of the common stock held by non-affiliates of the registrants:
FirstEnergy Corp., $12,315,809,435 as of June 30, 2004; and for all other
registrants, none.





Indicate the number
of shares outstanding of each of the registrant’s classes of common stock, as of
the latest practicable date:





**OUTSTANDING****CLASS**
    
    **As of
      March 9, 2005**FirstEnergy
      Corp., $0.10 par value
    
    
    329,836,276Ohio Edison
      Company, no par value
    
    
    100The Cleveland
      Electric Illuminating Company, no par value
    
    
    79,590,689The Toledo
      Edison Company, $5 par value
    
    
    39,133,887Pennsylvania
      Power Company, $30 par value
    
    
    6,290,000Jersey
      Central Power & Light Company, $10 par value
    
    
    15,371,270Metropolitan
      Edison Company, no par value
    
    
    859,500Pennsylvania
      Electric Company, $20 par value
    
    
    5,290,596





FirstEnergy Corp.
is the sole holder of Ohio Edison Company, The Cleveland Electric Illuminating
Company, The Toledo Edison Company, Jersey Central Power & Light Company,
Metropolitan Edison Company, and Pennsylvania Electric 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 IS INCORPORTED****DOCUMENT**FirstEnergy
      Corp. Annual Report to Stockholders forthe
      fiscal year ended December 31, 2004 (Pages 4-85)
    
    
    Part
      IIProxy
      Statement for 2005 Annual Meeting of Stockholdersto be
      held May 17, 2005
    
    
    Part
      III








This combined
Form 10-K is separately filed by FirstEnergy Corp., Ohio Edison Company,
Pennsylvania Power Company, The Cleveland Electric Illuminating Company, The
Toledo Edison Company, Jersey Central Power & Light Company, Metropolitan
Edison Company and Pennsylvania Electric 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 seven
FirstEnergy subsidiary registrants is also attributed to
FirstEnergy.
















**GLOSSARY OF
TERMS**





The following
abbreviations and acronyms are used in this report to identify FirstEnergy Corp.
and its current and former subsidiaries:





ATSI
    American
      Transmission Systems, Inc., owns and operates transmission
      facilitiesAvon
    Avon Energy
      Partners HoldingsCEI
    The Cleveland
      Electric Illuminating Company, an Ohio electric utility operating
      subsidiaryCompanies
    OE, CEI, TE,
      Penn, JCP&L, Met-Ed and Penelec defined on page 1EUOC
    Electric
      Utility Operating Companies (OE, CEI, TE, Penn, JCP&L, Met-Ed,
      Penelec, and
      ATSI)FENOC
    FirstEnergy
      Nuclear Operating Company, operates nuclear generating
      facilitiesFES
    FirstEnergy
      Solutions Corp., provides energy-related products and
    servicesFESC
    FirstEnergy
      Service Company, provides legal, financial, and other corporate support
      servicesFGCO
    FirstEnergy
      Generation Corp., operates nonnuclear generating
  facilitiesFirstCom
    First
      Communications, LLC, provides local and long-distance telephone
      serviceFirstEnergy
    FirstEnergy
      Corp., a registered public utility holding companyFSG
    FirstEnergy
      Facilities Services Group, LLC, the parent company of several heating,
      ventilation,air
      conditioning and energy management companiesGLEP(1)
    Great Lakes
      Energy Partners, LLC, an oil and natural gas exploration and production
      ventureGPU
    GPU, Inc.,
      former parent of JCP&L, Met-Ed and Penelec, which merged with
      FirstEnergy on
      November 7,
      2001JCP&L
    Jersey
      Central Power & Light Company, a New Jersey electric utility operating
      subsidiaryMet-Ed
    Metropolitan
      Edison Company, a Pennsylvania electric utility operating
      subsidiaryMYR
    MYR Group,
      Inc., a utility infrastructure construction service
  companyOE
    Ohio Edison
      Company, an Ohio electric utility operating subsidiaryOhio
      Companies
    CEI, OE and
      TEPenelec
    Pennsylvania
      Electric Company, a Pennsylvania electric utility operating
      subsidiaryPenn
    Pennsylvania
      Power Company, a Pennsylvania electric utility operating subsidiary of
      OEShippingport
    Shippingport
      Capital Trust, a special purpose entity created by CEI and TE in
      1997TE
    The Toledo
      Edison Company, an Ohio electric utility operating
    subsidiaryTEBSA
    Termobarranquilla
      S.A., Empresa de Servicios PublicosThe following
      abbreviations and acronyms are used to identify frequently used terms in
      this report:AEP
    American
      Electric Power Company, Inc.ALJ
    Administrative
      Law JudgeASLB
    Atomic Safety
      and Licensing BoardBGS
    Basic
      Generation ServiceCO2
    Carbon
      DioxideCTC
    Competitive
      Transition ChargeDPL
    Dayton Power
      & Light CompanyECAR
    East Central
      Area Reliability Coordination AgreementEPA
    Environmental
      Protection Agency only in various other termsFASB
    Financial
      Accounting Standards BoardFERC
    Federal
      Energy Regulatory CommissionFIN
    FASB
      InterpretationFIN
      46
    FIN 46
      "Consolidation of Variable Interest Entities"FMB
    First
      Mortgage BondsHVAC
    Heating,
      Ventilation and Air-conditioningIBEW
    International
      Brotherhood of Electrical WorkersMACT
    Maximum
      Achievable Control TechnologiesMEC
    Michigan
      Electric Coordination SystemsMISO
    Midwest
      Independent Transmission System Operator, Inc.MTC
    Market
      Transition ChargeMW
    MegawattsNAAQS
    National
      Ambient Air Quality StandardsNERC
    North
      American Electric Reliability CouncilNEIL
    Nuclear
      Electric Insurance LimitedNJBPU
    New Jersey
      Board of Public UtilitiesNOAC
    Northwest
      Ohio Aggregation CoalitionNOV
    Notices of
      ViolationNOX
    Nitrogen
      OxideNRC
    Nuclear
      Regulatory CommissionNUG
    Non-Utility
      Generator










i
 
 GLOSSARY
OF TERMS, Cont.


NYSE
    New York
      Stock ExchangeOCC
    Ohio
      Consumers' CounselPJM
    Pennsylvania-New
      Jersey-Maryland Interconnection LLCPLR
    Provider of
      Last ResortPPUC
    Pennsylvania
      Public Utility CommissionPRP
    Potentially
      Responsible PartyPUCO
    Public
      Utilities Commission of OhioPUHCA
    Public
      Utility Holding Company ActS&P
    Standard
      & Poor’s Ratings ServiceSBC
    Societal
      Benefits ChargeSEC
    United States
      Securities and Exchange CommissionSFAS
    Statement of
      Financial Accounting StandardsSFAS
      71
    SFAS No. 71,
      "Accounting for the Effects of Certain Types of
  Regulation"SFAS
      101
    SFAS No. 101,
      "Accounting for Discontinuation of Application of SFAS
  71"SO2
    Sulfur
      DioxideTMI-2
    Three Mile
      Island Unit 2
















ii





**FORM
10-K**





**TABLE OF
CONTENTS**





**Page****Part
      I**Item
      1.   Business
    1The Company
    1Divestitures
    2Risk Factors That May Affect Future Results
    2Utility Regulation
    6Regulatory Accounting
    6Reliability Initiatives
    7PUCO Rate Matters
    8NJBPU Rate Matters
    8PPUC Rate Matters
    9Transmission Rate Matters
    10Capital Requirements
    11Nuclear Regulation
    13Nuclear Insurance
    14Environmental Matters
    15Clean Air Act Compliance
    15National Ambient Air Quality Standards
    15Mercury Emissions
    16W. H. Sammis Plant
    16Regulation of Hazardous Waste
    16Climate Change
    17Clean Water Act
    17Fuel Supply
    17System Capacity and Reserves
    18Regional Reliability
    18Competition
    19Research and Development
    19Executive Officers
    20Employees
    21FirstEnergy Website
    21Item 2. Properties
    21Item 3.   Legal
      Proceedings
    23Item 4.   Submission
      of Matters to a Vote of Security Holders
    23**Part
      II**Item 5.   Market
      for Registrant's Common Equity and Related Stockholder
    Matters
    23Item 6.   Selected
      Financial Data
    24Item 7. Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
    24Item 7A. Quantitative
      and Qualitative Disclosures About Market Risk
    24Item 8. Financial
      Statements and Supplementary Data
    24Item  9. Changes
      In and Disagreements with Accountants on Accounting and Financial
      Disclosure
    24Item 9A. Controls
      and Procedures
    24Item
      9B. Other
      Information
    25**Part
      III**Item 10. Directors
      and Executive Officers of the Registrant
    27Item 11. Executive
      Compensation
    28Item 12. Security
      Ownership of Certain Beneficial Owners and Management and RelatedShareholder
      Matters
    28Item 13. Certain
      Relationships and Related Transactions
    29Item
      14. Principal
      Accounting Fees and Services
    29**Part
      IV**Item 15. Exhibits,
      Financial Statement Schedules
    29
























**PART
I**





**ITEM**
    **1.
      BUSINESS**





**The
Company**





FirstEnergy Corp.
was organized under the laws of the State of Ohio in 1996. FirstEnergy's
principal business is the holding, directly or indirectly, of all of the
outstanding common stock of its eight principal electric utility operating
subsidiaries: OE, CEI, TE, Penn, ATSI, JCP&L, Met-Ed and Penelec. These
utility operating subsidiaries are referred to throughout as the “Companies.”
FirstEnergy's consolidated revenues are primarily derived from electric service
provided by its utility operating subsidiaries and the revenues of its other
principal subsidiaries: FES; FSG; MYR; and FirstCom. In addition, FirstEnergy
holds all of the outstanding common stock of other direct subsidiaries
including: FirstEnergy Properties, Inc., FirstEnergy Ventures Corp., FENOC,
FirstEnergy Securities Transfer Company, GPU Diversified Holdings, LLC, GPU
Telecom Services, Inc., GPU Nuclear, Inc.; and FESC.





The Companies’
combined service areas encompass approximately 36,100 square miles in Ohio, New
Jersey and Pennsylvania. The areas they serve have a combined population of
approximately 11.2 million.





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 (see
Item 2 - Properties). OE engages in the generation, distribution and sale of
electric energy to communities in a 7,500 square mile area of central and
northeastern Ohio. 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 2.8 million.





OE owns all of
Penn's outstanding common stock. Penn was organized under the laws of the
Commonwealth of Pennsylvania in 1930 and owns property and does business as an
electric public utility in that state. Penn is also authorized to do business
and owns property in the State of Ohio (see Item 2 - Properties). Penn furnishes
electric service to communities in a 1,500 square mile area of western
Pennsylvania. The area served by Penn has a population of approximately
0.3 million.





CEI was organized
under the laws of the State of Ohio in 1892 and does business as an electric
public utility in that state. CEI engages in the generation, distribution and
sale of electric energy in an area of approximately 1,700 square miles in
northeastern Ohio. It also has ownership interests in certain generating
facilities in Pennsylvania (see Item 2 - Properties). CEI also engages in the
sale, purchase and interchange of electric energy with other electric companies.
The area CEI serves has a population of approximately
1.9 million.





TE was organized
under the laws of the State of Ohio in 1901 and does business as an electric
public utility in that state. TE engages in the generation, distribution and
sale of electric energy in an area of approximately 2,500 square miles in
northwestern Ohio. It also has interests in certain generating facilities in
Pennsylvania (see Item 2 - Properties). TE also engages in the sale, purchase
and interchange of electric energy with other electric companies. The area TE
serves has a population of approximately 0.8 million.





ATSI was organized
under the laws of the State of Ohio in 1998. ATSI owns transmission assets that
were formerly owned by the Ohio Companies and Penn. ATSI owns and operates
major, high-voltage transmission facilities, which consist of approximately
7,100 circuit miles (5,814 pole miles) of transmission lines with nominal
voltages of 345 kV, 138 kV and 69 kV. There are 37 interconnections with six
neighboring control areas. ATSI's transmission system offers gateways into the
East through high capacity ties with PJM through Penelec, Duquesne Light Company
and Allegheny Energy, Inc. into the North through multiple 345 kV high capacity
ties with MEC, and into the South through ties with AEP and DPL. ATSI is the
control area operator for the Ohio Companies and Penn service areas. ATSI plans,
operates and maintains the transmission system in accordance with the
requirements of the NERC and applicable regulatory agencies to ensure reliable
service to FirstEnergy's customers (see Transmission Rate Matters for a
discussion of ATSI's participation in the MISO).





JCP&L was
organized under the laws of the State of New Jersey in 1925 and owns property
and does business as an electric public utility in that state. JCP&L
provides transmission and distribution services in northern, western and east
central New Jersey. The area JCP&L serves has a population of approximately
2.5 million.





Met-Ed was
organized under the laws of the Commonwealth of Pennsylvania in 1922 and owns
property and does business as an electric public utility in that state. Met-Ed
provides primarily transmission and distribution services in eastern and south
central Pennsylvania. The area it serves has a population of approximately 1.2
million.





1





Penelec was
organized under the laws of the Commonwealth of Pennsylvania in 1919 and owns
property and does business as an electric public utility in that state. Penelec
provides transmission and distribution services in western, northern and south
central Pennsylvania. The area it serves has a population of approximately 1.7
million. Penelec, as lessee of the property of its subsidiary, The Waverly
Electric Light & Power Company, also serves a population of about 13,400 in
Waverly, New York and its vicinity.





FES was organized
under the laws of the State of Ohio in 1997 and provides energy-related products
and services, and through its FGCO subsidiary, operates FirstEnergy's nonnuclear
generation businesses. FENOC was organized under the laws of the State of Ohio
in 1998 and operates the Companies’ nuclear generating facilities. FSG is the
parent company of several HVAC and energy management companies; MYR is a utility
infrastructure construction service company. FirstCom provides telecommunication
services (local and long-distance phone service). FESC provides legal, financial
and other corporate support services to affiliated FirstEnergy
companies.





**Divestitures**





FirstEnergy
completed the sale of its international operations in January 2004 with the
sales of its remaining 20.1 percent interest in Avon on January 16, 2004,
and 28.67 percent interest in TEBSA on January 30, 2004. Impairment charges
related to Avon and TEBSA were recorded in the fourth quarter of 2003 and no
gain or loss was recognized upon the sales in 2004. Avon, TEBSA and other
international assets sold in 2003 were originally acquired as part of
FirstEnergy's November 2001 merger with GPU.





FirstEnergy sold
its 50 percent interest in GLEP on June 23, 2004. Proceeds of $220 million
included cash of $200 million and the right, valued at $20 million, to
participate for up to a 40% interest in future wells in Ohio. This transaction
produced an after-tax loss of $7 million, or $0.02 per share of common stock,
including the benefits of prior tax capital losses that had been previously
fully reserved, which offset the capital gain from the sale.





**Risks
Factors That May Affect Results**





*Changes in
Commodity Prices Could Adversely Affect Our Margins*


While much of our
generation serves customers under retail rates set by regulatory bodies, we also
purchase and sell electricity in the competitive wholesale and retail markets.
Increases in the costs of fuel for our generation facilities (particularly coal
and natural gas) can affect our profit margins in both competitive and
non-competitive markets. Changes in the market prices of electricity, which are
affected by changes in fuel costs and other factors, may impact our financial
results and financial position by increasing the amount we pay to purchase power
to supply PLR obligations in Ohio and Pennsylvania.





Electricity and
fuel prices may fluctuate substantially over relatively short periods of time
for a variety of reasons, including:





·
    severe
      or unexpected weather or seasonality;·
    changes in electricity usage;·
    illiquidity in wholesale power and other markets;·
    transmission or transportation constraints, inoperability or
      inefficiencies;·
    availability of competitively priced alternative energy
      sources;·
    changes in supply and demand for energy commodities;·
    changes in power production capacity;·
    outages at our power production facilities or those of our
      competitors;·
    changes in production and storage levels of natural gas, lignite, coal,
      crude oil and refined products;·
    natural disasters, wars, acts of sabotage, terrorist acts, embargoes and
      other catastrophic events; and








2





*Complex and
Changing Government Regulations Could Have a Negative Impact on Our Results of
Operations*




We are subject to
comprehensive regulation by various federal, state and local regulatory agencies
that significantly influences our operating environment. Changes in or
reinterpretations of existing laws or regulations or the imposition of new laws
or regulations could require us to incur additional costs or change the way we
conduct our business, and therefore could have an adverse impact on our results
of operations.





*The Continuing
Availability and Operation of Generating Units is Dependent on Retaining the
Necessary Licenses, Permits, and Operating Authority from Governmental Entities,
Including the NRC*





We are required to
have numerous permits, approvals and certificates from the agencies that
regulate our business. We believe the necessary permits, approvals and
certificates have been obtained for our existing operations and that our
business is conducted in accordance with applicable laws; however, we are unable
to predict the impact on operating results from future regulatory activities of
any of these agencies.





*Costs of
Compliance with Environmental Laws are Significant, and the Cost of Compliance
with Future Environmental Laws Could Adversely Affect Cash Flow and
Profitability*





FirstEnergy’s
subsidiaries’ operations are subject to extensive federal, state and local
environmental statutes, rules and regulations. Compliance with these legal
requirements requires us to incur significant costs toward environmental
monitoring, installation of pollution control equipment, emission fees,
maintenance, upgrading, remediation and permitting at all of our facilities.
These expenditures have been significant in the past and may increase in the
future. If the cost of compliance with existing environmental laws and
regulations does increase, it could adversely affect our business and results of
operations, financial position and cash flows. Moreover, changes in
environmental laws or regulations may materially increase our costs of
compliance or accelerate the timing of capital expenditures. Because of the
deregulation of generation, we might not recover through rates additional costs
incurred for such compliance. Our compliance strategy, although reasonably based
on available information, may not successfully address the relevant standards
and interpretations in the future. If FirstEnergy fails to comply with
environmental laws and regulations, even if caused by factors beyond its control
or new interpretations of longstanding requirements, that failure may result in
the assessment of civil or criminal liability and fines.





*Risks of
Nuclear Generation that Include Uncertainties Relating to Health and Safety,
Additional Capital Costs, the Adequacy of Insurance Coverage and Nuclear Plant
Decommissioning*





FirstEnergy is
subject to the risks of nuclear generation, including but not limited to the
following:





·
    the potential
      harmful effects on the environment and human health resulting from the
      operation of nuclear facilities and the storage, handling and disposal of
      radioactive materials;·
    limitations
      on the amounts and types of insurance commercially available to cover
      losses that might arise in connection with our nuclear operations or those
      of others in the United States;·
    uncertainties
      with respect to contingencies and assessment amounts if insurance coverage
      is inadequate; and·
    uncertainties
      with respect to the technological and financial aspects of decommissioning
      nuclear plants at the end of their licensed
operation.





The NRC has broad
authority under federal law to impose licensing and safety-related requirements
for the operation of nuclear generation facilities. In the event of
non-compliance, the NRC has the authority to impose fines or shut down a unit,
or both, depending upon its assessment of the severity of the situation, until
compliance is achieved. Revised safety requirements promulgated by the NRC could
necessitate substantial capital expenditures at nuclear plants, including ours.
Unlike our fossil plants, which have been leased to and operated by FGCO since
2001, new capital costs as well as fuel, operation and maintenance expenses for
the nuclear plants continue to be borne by CEI, TE, OE and Penn.





The Companies’
respective interests in nuclear facilities are insured under NEIL, policies
issued for each plant. Under these policies, up to $2.75 billion is provided for
property damage and decontamination and decommissioning costs. We have also
obtained approximately $1.5 billion of insurance coverage for replacement power
costs for the Companies’ respective interests in nuclear facilities. Under these
policies, we can be assessed a maximum of approximately $67.5 million for
incidents at any covered nuclear facility occurring during a policy year which
are in excess of accumulated funds available to the insurer for paying
losses.





3





*Operational
Risks Arising from the Reliability of Our Power Plants and Transmission and
Distribution Equipment*





Operation of power
plants, transmission and distribution facilities involves many risks, including
the breakdown or failure of equipment or processes, accidents, labor disputes,
stray voltage and performance below expected levels. In addition,
weather-related incidents and other natural disasters can disrupt generation,
transmission and distribution delivery systems. Because our transmission
facilities are interconnected with those of third parties, the operation of
those facilities may be adversely affected by unexpected or uncontrollable
events occurring on the systems of such third parties.





Operation of our
power plants below expected capacity levels could result in lost revenues or
increased expenses, including higher maintenance costs that we may not be able
to recover from customers. Unplanned outages may require us to incur significant
replacement power costs. Moreover, if we were unable to perform under
contractual obligations, penalties or liability for damages may
result.





We remain obligated
to provide safe and reliable service to customers within our franchised service
territories. Meeting this commitment requires significant capital and other
resources. Failure to provide safe and reliable service due to equipment failure
in the electric system could adversely affect our operating results through
reduced revenues and increased capital and maintenance costs.





*Human
      Resource Risks Associated with the Availability of Trained and Qualified
      Labor to Meet Our Future Staffing
Requirements*





Workforce
demographic issues are a national phenomenon that is of particular concern to
the electric utility industry. The median age of utility workers is
significantly higher than the national average. Today, nearly one-half of the
utility workforce is age 45 or higher. Consequently, the utility industry faces
the difficult challenge of finding ways to retain its aging skilled workforce
while recruiting new talent in the hopes of decreasing losses in critical
knowledge and skills due to retirements. Mitigating these risks may require
additional financial commitments.





*Regulatory
Changes in the Electric Industry Could Affect Our Competitive Position and
Result in Unrecoverable Costs Adversely Affecting Our Business and Results of
Operations*





As a result of the
actions taken by state legislative bodies over the last few years, major changes
in the electric utility business have occurred and are continuing to take place
in parts of the United States, including Ohio, Pennsylvania and New Jersey.
These changes have resulted in fundamental alterations in the way integrated
utilities conduct their business.





Increased
competition resulting from restructuring efforts could have a significant
adverse financial impact on FirstEnergy and its subsidiaries and consequently on
their results of operations. Increased competition could result in increased
pressure to lower prices, including the price of electricity. Retail competition
and the unbundling of regulated electric service could have a significant
adverse financial impact on us due to potential impairment of assets, a loss of
retail customers, lower profit margins or increased costs of capital. We cannot
predict the extent and timing of entry by additional competitors into the
electric markets.





The FERC and U.S.
Congress propose from time to time significant changes in the structure and
conduct of the electric utility industry. If the restructuring and deregulation
efforts result in increased competition or unrecoverable costs, our business and
results of operations may be adversely affected. We cannot predict the extent
and timing of further efforts to restructure, deregulate or re-regulate our
business or the industry.





*Weather
Conditions such as Tornadoes, Hurricanes, Storms and Droughts, as Well as
Seasonal Temperature Variations*





Weather conditions
directly influence the demand for electric power. In our service areas, demand
for power peaks during the hot summer months, with market prices also typically
peaking at that time. As a result, overall operating results may fluctuate on a
seasonal and quarterly basis. In addition, we have historically sold less power,
and consequently received less revenue, when weather conditions are milder.
Severe weather, such as tornadoes, hurricanes, storms and droughts, may cause
outages and property damage which may require us to incur additional costs that
are generally not insured and that may not be recoverable from customers. The
effect of the failure of our facilities to operate as planned, as described
above, would be particularly burdensome during a peak demand
period.





4





*A Downgrade in
Credit Ratings Could Negatively Affect Our Ability to Access
Capital*





We rely on access
to capital markets as a significant source of liquidity for capital requirements
not satisfied by cash flows from operations. Any inability to maintain our
current credit ratings could affect, particularly during times of uncertainty in
the capital markets, our ability to raise capital on favorable terms which, in
turn, could impact our ability to grow our businesses. A credit rating downgrade
would likely also increase our interest costs.





On July 22,
2004, S&P updated its analysis of U.S. utility FMB in response to changes in
the industry. As a result of its revised methodology for evaluating default
risk, S&P raised its FMB credit ratings for 20 U.S. utility companies
including JCP&L and Penn. JCP&L’s FMB credit rating was upgraded to BBB+
from BBB and Penn’s FMB credit rating was upgraded to BBB from
BBB-.





On August 26,
2004, S&P lowered its rating on certain Met-Ed Senior Notes to BBB- from
BBB. The rationale for the ratings change was that Met-Ed’s senior secured
notes, in aggregate, now comprise greater than 80% of Met-Ed’s total debt
outstanding. According to the terms of the senior note indenture, once the 80%
threshold is reached, the collateral mortgage bond security falls away and all
senior secured notes that were secured by Met-Ed’s senior note indenture become
unsecured. The one notch lower rating reflects this loss of collateral security.
The BBB senior secured rating on Met-Ed’s FMB remain unchanged.





Also on
August 26, 2004, S&P stated that a favorable outcome of the Ohio Rate
Stabilization Plan auction process and a favorable resolution of pending
environmental litigation would support a higher ratings outlook, or possibly a
higher rating. On September 14, 2004, S&P stated that FirstEnergy’s
$500 million voluntary contribution to its pension plan was credit
neutral.





On December 10,
2004, S&P reaffirmed its ‘BBB-‘ corporate credit rating on FirstEnergy and
kept the outlook stable. S&P noted that the stable outlook reflects
FirstEnergy’s improving financial profile and cash flow certainty through 2006.
S&P stated that should the two refueling outages at the Davis-Besse and
Perry nuclear plants scheduled for the first quarter of 2005 be completed
successfully without any significant negative findings and delays, FirstEnergy’s
outlook would be revised to positive. S&P also stated that a ratings upgrade
in the next several months did not seem likely, as remaining issues of concern
to S&P, primarily the outcome of environmental litigation and SEC
investigations, are not likely to be resolved in the short term.





*Financial
Performance Risks Related to the Economic Cycles of the Electric Utility
Industry*





Our business
follows the economic cycles of our customers. Sustained downturns or
sluggishness in the economy generally affects the markets in which the Companies
operate and negatively influences the Companies’ energy operations. Declines in
demand for electricity as a result of economic downturns will reduce overall
electricity sales and lessen our cash flows, especially as industrial customers
reduce production, resulting in less consumption of electricity. Economic
conditions also impact our collection rates of accounts receivable.





*We May
Ultimately Incur Liability in Connection with Federal
Proceedings*





On October 20,
2004, FirstEnergy was notified by the SEC that the previously disclosed informal
inquiry initiated by the SEC's Division of Enforcement in September 2003
relating to the restatements in August 2003 of previously reported results by
FirstEnergy and the Ohio Companies, and the Davis-Besse extended outage, has
become the subject of a formal order of investigation. The SEC's formal order of
investigation also encompasses issues raised during the SEC's examination of
FirstEnergy and the Companies under PUHCA. Concurrent with this notification,
FirstEnergy received a subpoena asking for background documents and documents
related to the restatements and Davis-Besse issues. On December 30, 2004,
FirstEnergy received a second subpoena asking for documents relating to issues
raised during the SEC's PUHCA examination. FirstEnergy has cooperated fully with
the informal inquiry and will continue to do so with the formal investigation.
If it were ultimately determined that FirstEnergy or its subsidiaries have legal
liability or are otherwise made subject to liability based on any of the above
matters, it could have a material adverse effect on FirstEnergy's or its
subsidiaries' financial condition and results of operations.





In late 2003, FENOC
received a subpoena from a grand jury sitting in the United States District
Court for the Northern District of Ohio, Eastern Division requesting the
production of certain documents and records relating to the inspection and
maintenance of the reactor vessel head at Davis-Besse. We are unable to predict
the outcome of this investigation. On December 10, 2004, FirstEnergy
received a letter from the United States Attorney's Office stating that FENOC is
a target of the federal grand jury investigation into alleged false statements
relating to the Davis-Besse outage made to the NRC in the Fall of 2001 in
response to NRC Bulletin 2001-01. The letter also said that the designation of
FENOC as a target indicates that, in the view of the prosecutors assigned to the
matter, it is likely that federal charges will be returned against FENOC by the
grand jury. On February 10, 2005, FENOC received an additional subpoena for
documents related to root cause reports regarding reactor head degradation and
the assessment of reactor head management issues at Davis-Besse. In addition,
FENOC remains subject to possible civil enforcement action by the NRC in
connection with the events leading to the Davis-Besse outage in
2002.





5





On August 12, 2004,
the NRC notified FENOC that it will increase its regulatory oversight of the
Perry Nuclear Power Plant as a result of problems with safety system equipment
over the past two years. FENOC operates the Perry Nuclear Power Plant, which is
either owned or leased by OE, CEI, TE and Penn. Although the NRC noted that the
plant continues to operate safely, the agency has indicated that its increased
oversight will include an extensive NRC team inspection to assess the equipment
problems and the sufficiency of FENOC’s corrective actions. The outcome of these
matters could include NRC enforcement action or other impacts on operating
authority. As a result, these matters could have a material adverse effect on
FirstEnergy’s or its subsidiaries’ financial condition.




**Utility
Regulation**





As a registered
public utility holding company, FirstEnergy is subject to regulation by the SEC
under PUHCA. The SEC has determined that the electric facilities of the
Companies constitute a single integrated public utility system under the
standards of PUHCA. PUHCA regulates FirstEnergy with respect to accounting, the
issuance of securities, the acquisition and sale of utility assets, securities
or any other interest in any business, and entering into, and performance of,
service, sales and construction contracts among its subsidiaries, and certain
other matters. PUHCA also limits the extent to which FirstEnergy may engage in
nonutility businesses or acquire additional utility businesses. Each of the
Companies' retail rates, conditions of service, issuance of securities and other
matters are subject to regulation in the state in which each operates - in Ohio
by the PUCO, in New Jersey by the NJBPU and in Pennsylvania by the 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 FERC. Under Ohio law, municipalities may regulate
rates, subject to appeal to the PUCO if not acceptable to the
utility.





*Regulatory
Accounting*





FirstEnergy
accounts for the effects of regulation through the application of SFAS 71 to its
operating utilities when their rates:





·
    are
      established by a third-party regulator with the authority to set rates
      that bind customers;·
    are
      cost-based; and·
    can be
      charged to and collected from customers.





An enterprise
meeting all of these criteria capitalizes costs that would otherwise be charged
to expense if the rate actions of its regulator make it probable that those
costs will be recovered in future revenue. SFAS 71 is applied only to the parts
of the business that meet the above criteria. If a portion of the business
applying SFAS 71 no longer meets those requirements, previously recorded
regulatory assets are removed from the balance sheet in accordance with the
guidance in SFAS 101.





In Ohio, New Jersey
and Pennsylvania, laws applicable to electric industry restructuring contain
similar provisions that are reflected in the Companies' respective state
regulatory plans. These provisions include:





·
    restructuring the electric generation business and allowing the Companies'
      customers to select a competitive electric generation supplier other than
      the
      Companies;·
    establishing or defining the PLR obligations to customers in the
      Companies' service areas;·
    providing the Companies with the opportunity to recover potentially
      stranded investment (or transition costs) not otherwise recoverable in a
      competitive
      generation market;·
    itemizing (unbundling) the price of electricity into its component
      elements - including generation, transmission, distribution and stranded
      costs recovery
      charges;·
    continuing regulation of the Companies' transmission and distribution
      systems; and·
    requiring corporate separation of regulated and unregulated business
      activities.








6





The EUOC recognize,
as regulatory assets, costs which the FERC, PUCO, PPUC and NJBPU have authorized
for recovery from customers in future periods or for which authorization is
probable. Without the probability of such authorization, costs currently
recorded as regulatory assets would have been charged to income as incurred. All
regulatory assets are expected to be recovered from customers under the
Companies' respective transition and regulatory plans. Based on those plans, the
Companies continue to bill and collect cost-based rates for their transmission
and distribution services, which remain regulated; accordingly, it is
appropriate that the Companies continue the application of SFAS 71 to those
operations.





*Reliability
Initiatives*




In late 2003 and
early 2004, a series of letters, reports and recommendations were issued from
various entities, including governmental, industry and ad hoc reliability
entities (PUCO, FERC, NERC and the U.S. - Canada Power System Outage Task Force)
regarding enhancements to regional reliability. With respect to each of these
reliability enhancement initiatives, FirstEnergy submitted its response to the
respective entity according to any required response dates. In 2004, we
completed implementation of all actions and initiatives related to enhancing
area reliability, improving voltage and reactive management, operator readiness
and training, and emergency response preparedness recommended for completion in
2004. Furthermore, FirstEnergy certified to NERC on June 30, 2004, with
minor exceptions noted, that we had completed the recommended enhancements,
policies, procedures and actions it had recommended be completed by June 30,
2004. In addition, FirstEnergy requested, and NERC provided, a technical
assistance team of experts to assist in implementing and confirming timely and
successful completion of various initiatives. The NERC-assembled independent
verification team confirmed on July 14, 2004, that FirstEnergy had
implemented the NERC Recommended Actions to Prevent and Mitigate the Impacts of
Future Cascading Blackouts required to be completed by June 30, 2004, as
well as NERC recommendations contained in the Control Area Readiness Audit
Report required to be completed by summer 2004, and recommendations in the U.S.
- Canada Power System Outage Task Force Report directed toward FirstEnergy and
required to be completed by June 30, 2004, with minor exceptions noted by
FirstEnergy. On December 28, 2004, FirstEnergy submitted a follow-up to its
June 30, 2004 Certification and Report of Completion to NERC addressing the
minor exceptions, which are now essentially complete.





FirstEnergy is
proceeding with the implementation of the recommendations that were to be
completed subsequent to 2004 and will continue to periodically assess the
FERC-ordered Reliability Study recommendations for forecasted 2009 system
conditions, recognizing revised load forecasts and other changing system
conditions which may impact the recommendations. Thus far, implementation of the
recommendations has not required, nor is expected to require, substantial
investment in new, or material upgrades, to existing equipment. FirstEnergy
notes, however, that FERC or other applicable government agencies and
reliability coordinators may take a different view as to recommended
enhancements or may recommend additional enhancements in the future that could
require additional, material expenditures. Finally, the PUCO is continuing to
review the FirstEnergy filing that addressed upgrades to control room computer
hardware and software and enhancements to the training of control room
operators, before determining the next steps, if any, in the proceeding.




On July 5,
2003, JCP&L experienced a series of 34.5 kilovolt sub-transmission line
faults that resulted in outages on the New Jersey shore. On July 16, 2003,
the NJBPU initiated an investigation into the cause of JCP&L's outages of
the July 4, 2003 weekend. The NJBPU selected a Special Reliability Master
(SRM) to oversee and make recommendations on appropriate courses of action
necessary to ensure system-wide reliability. Additionally, pursuant to the
stipulation of settlement that was adopted in the NJBPU's Order of
March 13, 2003 in its docket relating to the investigation of outages in
August 2002, the NJBPU, through an independent auditor working under direction
of the NJBPU Staff, undertook a review and focused audit of JCP&L's Planning
and Operations and Maintenance programs and practices (Focused Audit).
Subsequent to the initial engagement of the auditor, the scope of the review was
expanded to include the outages during July 2003.





Both the
independent auditor and the SRM submitted interim reports primarily addressing
improvements to be made prior to the next occurrence of peak loads in the summer
of 2004. On December 17, 2003, the NJBPU adopted the SRM's interim
recommendations related to service reliability. With the assistance of the
independent auditor and the SRM, JCP&L and the NJBPU staff created a
Memorandum of Understanding (MOU) that set out specific tasks to be performed by
JCP&L and a timetable for completion. On March 29, 2004, the NJBPU
adopted the MOU and endorsed JCP&L's ongoing actions to implement the MOU.
On June 9, 2004, the NJBPU approved a Stipulation that incorporates the
final report of the SRM and the Executive Summary and Recommendation portions of
the final report of the Operations Audit. A Final Order in the Focused Audit
docket was issued by the NJBPU on July 23, 2004. JCP&L continues to
file compliance reports reflecting activities associated with the MOU and
Stipulation.





In May 2004, the
PPUC issued an order approving the revised reliability benchmark and standards,
including revised benchmarks and standards for Met-Ed, Penelec and Penn. Met-Ed,
Penelec and Penn filed a Petition for Amendment of Benchmarks with the PPUC on
May 26, 2004 seeking amendment of the benchmarks and standards due to their
implementation of automated outage management systems following restructuring.
Evidentiary hearings have been scheduled for September 2005. FirstEnergy is
unable to predict the outcome of this proceeding.





7





On January 16,
2004, the PPUC initiated a formal investigation of whether Met-Ed's, Penelec's
and Penn's “service reliability performance deteriorated to a point below the
level of service reliability that existed prior to restructuring” in
Pennsylvania. Hearings were held in early August 2004. On September 30,
2004, Met-Ed, Penelec and Penn filed a settlement agreement with the PPUC that
addresses the issues related to this investigation. As part of the settlement,
Met-Ed, Penelec and Penn agreed to enhance service reliability, ongoing periodic
performance reporting and communications with customers and to collectively
maintain their current spending levels of at least $255 million annually on
combined capital and operation and maintenance expenditures for transmission and
distribution for the years 2005 through 2007. The settlement also outlines an
expedited remediation process to address any alleged non-compliance with terms
of the settlement and an expedited PPUC hearing process if remediation is
unsuccessful. O n November 4,
2004, the PPUC accepted the recommendation of the ALJ approving the
settlement.





*PUCO Rate
Matters*





In October 2003,
the Ohio Companies filed an application for a Rate Stabilization Plan with the
PUCO to establish generation service rates beginning January 1, 2006, in
response to PUCO concerns about price and supply uncertainty following the end
of the Ohio Companies' transition plan market development period. On
February 24, 2004, the Ohio Companies filed a revised Rate Stabilization
Plan to address PUCO concerns related to the original Rate Stabilization Plan.
On June 9, 2004, the PUCO issued an order approving the revised Rate
Stabilization Plan, subject to conducting a competitive bid process. On
August 5, 2004, the Ohio Companies accepted the Rate Stabilization Plan as
modified and approved by the PUCO on August 4, 2004. In the second quarter
of 2004, the Ohio Companies implemented the accounting modifications related to
the extended amortization periods and interest costs deferral on the deferred
customer shopping incentive balances. On October 1 and October 4,
2004, the OCC and NOAC, respectively, filed appeals with the Supreme Court of
Ohio to overturn the June 9, 2004 PUCO order and associated entries on
rehearing.





The revised Rate
Stabilization Plan extends current generation prices through 2008, ensuring
adequate generation supply at stabilized prices, and continues the Ohio
Companies' support of energy efficiency and economic development efforts. Other
key components of the revised Rate Stabilization Plan include the
following:





·
    extension of
      the transition cost amortization period for OE from 2006 to as late as
      2007; for CEI from 2008 to as late as mid-2009 and for TE from mid-2007 to
      as late as mid-2008;·
    deferral of
      interest costs on the accumulated customer shopping incentives as new
      regulatory assets; and·
    ability to
      request increases in generation charges during 2006 through 2008, under
      certain limited conditions, for increases in fuel costs and
      taxes.





On December 9,
2004, the PUCO rejected the auction price results from a required competitive
bid process and issued an entry stating that the pricing under the approved
revised Rate Stabilization Plan will take effect on January 1, 2006. The
PUCO may cause the Ohio Companies to undertake, no more often than annually, a
similar competitive bid process to secure generation for the years 2007 and
2008. Any acceptance of future competitive bid results would terminate the Rate
Stabilization Plan pricing, but not the related approved accounting, and not
until twelve months after the PUCO authorizes such termination.





*NJBPU Rate
Matters*





JCP&L is
permitted to defer for future collection from customers the amounts by which its
costs of supplying BGS to non-shopping customers and costs incurred under NUG
agreements exceed amounts collected through BGS and MTC rates. As of
December 31, 2004, the accumulated deferred cost balance totaled
approximately $446 million. New Jersey law allows for securitization of
JCP&L's deferred balance upon application by JCP&L and a determination
by the NJBPU that the conditions of the New Jersey restructuring legislation are
met. On February 14, 2003, JCP&L filed for approval of the
securitization of the deferred balance. There can be no assurance as to the
extent, if any, that the NJBPU will permit such securitization.





8





In July  2003,
the NJBPU announced its JCP&L base electric rate proceeding decision, which
reduced JCP&L's annual revenues effective August 1, 2003 and disallowed
$153 million of deferred energy costs. The NJBPU decision also provided for an
interim return on equity of 9.5% on JCP&L's rate base. The decision ordered
a Phase II proceeding be conducted to review whether JCP&L is in compliance
with current service reliability and quality standards. The BPU also ordered
that any expenditures and projects undertaken by JCP&L to increase its
system's reliability will be reviewed as part of the Phase II proceeding, to
determine their prudence and reasonableness for rate recovery. In that Phase II
proceeding, the NJBPU could increase JCP&L’s return on equity to 9.75% or
decrease it to 9.25%, depending on its assessment of the reliability of
JCP&L's service. Any reduction would be retroactive to August 1, 2003.
JCP&L recorded charges to net income for the year ended December 31,
2003, aggregating $185 million ($109 million net of tax) consisting of the $153
million of disallowed deferred energy costs and $32 million of other disallowed
regulatory assets. In its final decision and order issued on May 17, 2004,
the NJPBU clarified the method for calculating interest attributable to the cost
disallowances, resulting in a $5.4 million reduction from the amount estimated
in 2003. JCP&L filed an August 15, 2003 interim motion for rehearing
and reconsideration with the NJBPU and a June 1, 2004 supplemental and
amended motion for rehearing and reconsideration. On July 7, 2004, the
NJBPU granted limited reconsideration and rehearing on the following issues: (1)
deferred cost disallowances, (2) the capital structure including the rate of
return, (3) merger savings, including amortization of costs to achieve merger
savings; and (4) decommissioning costs. Management is unable to predict when a
decision may be reached by the NJBPU.





On July 16,
2004, JCP&L filed the Phase II petition and testimony with the NJBPU,
requesting an increase in base rates of $36 million for the recovery of system
reliability costs and a 9.75% return on equity. The filing also requests an
increase to the MTC deferred balance recovery of approximately $20 million
annually. The Ratepayer Advocate filed testimony on November 16, 2004 and
JCP&L submitted rebuttal testimony on January 4, 2005. Settlement
conferences are ongoing.




JCP&L sells all
self-supplied energy (NUGs and owned generation) to the wholesale market with
offsetting credits to its deferred energy balance with the exception of 300 MW
from JCP&L's NUG committed supply currently being used to serve BGS
customers pursuant to NJBPU order. The BGS auction for periods beginning
June 1, 2004 was completed in February 2004 and new BGS tariffs
reflecting the auction results became effective June 1, 2004. The NJBPU
decision on the BGS post transition year three process was announced on
October 22, 2004, approving with minor modifications the BGS procurement
process filed by JCP&L and the other New Jersey electric distribution
companies and authorizing the continued use of NUG committed supply to serve 300
MW of BGS load. The auction for the supply period beginning June 1, 2005
was completed in February 2005.





In accordance with
an April 28, 2004 NJBPU order, JCP&L filed testimony on June 7,
2004 supporting a continuation of the current level and duration of the funding
of TMI-2 decommissioning costs by New Jersey customers without a reduction,
termination or capping of the funding. On September 30, 2004, JCP&L
filed an updated TMI-2 decommissioning study (see Exhibit 13, Note 11 - Asset
Retirement Obligations). This study resulted in an updated total decommissioning
cost estimate of $729 million (in 2003 dollars) compared to the estimated $528
million (in 2003 dollars) from the prior 1995 decommissioning study. The
Ratepayer Advocate filed comments on February 28, 2008. A schedule for further
proceedings has not yet been set.





In response to the
ongoing work stoppage by the members of IBEW System Council U-3, the NJBPU has
made inquiries of JCP&L regarding its preparedness to assure service
reliability and respond to storm or other emergency conditions during the
strike. JCP&L has responded to these inquiries and has provided the
requested information.





*PPUC Rate
Matters*





In June 2001, the
PPUC approved the Settlement Stipulation with all of the major parties in the
combined merger and rate relief proceedings, which approved the FirstEnergy/GPU
merger and provided Met-Ed and Penelec PLR deferred accounting treatment for
energy costs. A February 2002 Commonwealth Court of Pennsylvania decision
affirmed the PPUC decision regarding approval of the merger, remanded the issues
of quantification and allocation of merger savings to the PPUC and denied the
PLR deferral accounting treatment. In October 2003, the PPUC issued an order
concluding that the Commonwealth Court reversed the PPUC’s June  2001 order
in its entirety. In accordance with the PPUC's direction, Met-Ed and Penelec
filed supplements to their tariffs which were effective October 2003 that
reflected the CTC rates and shopping credits in effect prior to the
June 21, 2001 order.





In response to its
October 8, 2003 petition, the PPUC approved June 30, 2004 as the date
for Met-Ed's and Penelec's NUG trust fund refunds and denied their accounting
request regarding the CTC rate/shopping credit swap by requiring Met-Ed and
Penelec to treat the stipulated CTC rates that were in effect from
January 1, 2002 on a retroactive basis. Met-Ed and Penelec subsequently
filed with the Commonwealth Court, on October 31, 2003, an Application for
Clarification with the judge, a Petition for Review of the PPUC's October 2
and October 16 Orders, and an application for reargument if the judge, in
his clarification order, indicates that Met-Ed's and Penelec's Objection was
intended to be denied on the merits. The Reargument Brief before the
Commonwealth Court was filed January 28, 2005.





9





In accordance with
PPUC directives, Met-Ed and Penelec have been negotiating with interested
parties in an attempt to resolve the merger savings issues that are the subject
of remand from the Commonwealth Court. These companies' combined portion of
total merger savings is estimated at approximately $31.5 million. If no
settlement can be reached, Met-Ed and Penelec will take the position that any
portion of such savings should be allocated to customers during each company's
next rate proceeding.





Met-Ed and Penelec
purchase a portion of their PLR requirements from FES through a wholesale power
sale agreement. The PLR sale is automatically extended for each successive
calendar year unless any party elects to cancel the agreement by November 1
of the preceding year. Under the terms of the wholesale agreement, FES retains
the supply obligation and the supply profit and loss risk, for the portion of
power supply requirements not self-supplied by Met-Ed and Penelec under their
NUG contracts and other power contracts with nonaffiliated third party
suppliers. This arrangement reduces Met-Ed's and Penelec's exposure to high
wholesale power prices by providing power at a fixed price for their uncommitted
PLR energy costs during the term of the agreement with FES. Met-Ed and Penelec
are authorized to continue deferring differences between NUG contract costs and
current market prices.





*Transmission
Rate Matters*





On November 1,
2004, ATSI requested authority from the FERC to defer approximately $54 million
of vegetation management costs ($13 deferred as of December 31, 2004
pending authorization) estimated to be incurred from 2004 through 2007. The FERC
issued an order granting approval of the deferral on March 2, 2005.





ATSI and MISO filed
with the FERC on December 2, 2004, seeking approval for ATSI to have
transmission rates established based on a FERC-approved cost of service formula
rate included in Attachment O under the MISO tariff. The ATSI Network Service
net revenue requirement increased under the formula rate to approximately $159
million. On January 28, 2005, the FERC accepted for filing the revised
tariff sheets to become effective February 1, 2005, subject to refund, and
ordered a public hearing be held to address the reasonableness of the proposal
to eliminate the voltage-differentiated rate design for the ATSI
zone.





On December 
30, 2004, the Ohio Companies filed an application with the PUCO seeking tariff
adjustments to recover increases of approximately $30 million in transmission
and ancillary service-related costs beginning January 1, 2006. The Ohio
Companies also filed an application for authority to defer costs such as those
associated with MISO Day 1, MISO Day 2, congestion fees, FERC assessment
fees, and the ATSI rate increase, as applicable, from October 1, 2003
through December 31, 2005.





On January 12,
2005, Met-Ed and Penelec filed, before the PPUC, a request for deferral of
transmission-related costs beginning January 1, 2005, estimated to be
approximately $8 million per month.




On September 16,
2004, the FERC issued an order that imposed additional obligations on CEI under
certain pre-Open Access transmission contracts among CEI and the cities of
Cleveland and Painesville. Under the FERC’s decision, CEI may be responsible for
a portion of new energy market charges imposed by MISO when its energy markets
begin in the spring of 2005. CEI filed for rehearing of the order from the FERC
on October 18, 2004. The impact of the FERC decision on CEI is dependent upon
many factors, including the arrangements made by the cities for transmission
service, the startup date for the MISO energy market, and the resolution of the
rehearing request, and cannot be determined at this time.





PJM and MISO were
ordered by the FERC to develop a common market between the regions by
October 31, 2004. The FERC also initiated a Section 206 investigation into
the reasonableness of the “through-and-out” transmission rates charged by PJM
and MISO. By order issued November 17, 2003, as modified by subsequent
orders, MISO, PJM, and certain unaffiliated transmission owners in the Midwest
were directed to eliminate rates for point-to-point service between the two RTOs
effective December 1, 2004. On October 1, 2004, proponents of a Regional
Pricing Plan and a Unified Plan filed competing proposals for FERC’s
consideration. Protests and reply comments were filed with the FERC. On
November 18, 2004, FERC issued an order conditionally accepting the
Regional Pricing Plan and directing compliance filings by MISO and PJM. On
November 24, 2004, compliance filings were submitted to FERC that proposed
surcharges for collection of lost revenues in both MISO and PJM for
December 1, 2004 through March 31, 2006. Numerous parties protested
the proposed surcharges on January 7, 2005. On February 10, 2005, FERC
issued an order setting the case for hearing. The outcome of this proceeding
cannot be predicted.





10





On January 31,
2005, certain PJM transmission owners made filings pursuant to a settlement
agreement approved by FERC in Docket ER04-156-000. JCP&L, Met-Ed and Penelec
were parties to that proceeding. Three filings were made. First, the settling
transmission owners submitted a filing justifying continuation of their existing
“license plate” rate design within the PJM RTO. Second, the settling
transmission owners proposed a revised Schedule 12 to the PJM Tariff designed to
harmonize the rate treatment of new and existing transmission facilities.
Finally, Baltimore Gas & Electric Company and certain public utility
affiliates of PEPCO Holdings, Inc. made a filing to implement a transmission
cost of service formula rate for their load zones within PJM. JCP&L, Met-Ed
and Penelec did not join in this filing. Interventions and protests were due on
these filings in late February, and we expect the FERC to act in late March 2005
on the filings.





On August 6,
2004, FERC issued an order conditionally approving the MISO’s proposed energy
market tariff effective March 1, 2005. FERC affirmed this order on
rehearing on November 6, 2004. The implementation of MISO’s energy market
is subject to successful completion of market test runs and approval of certain
compliance filings. On January 27, 2005, MISO announced that financially
binding market activities would be postponed until April 1, 2005 to permit
additional testing of systems and training. FirstEnergy affiliates have been
certified as market participants and will participate in the MISO markets when
they begin operation.





**Capital
Requirements**





Capital
expenditures for the Companies, FES and FirstEnergy's other subsidiaries for the
years 2005 through 2007 excluding nuclear fuel, are shown in the following
table. Such costs include expenditures for the betterment of existing facilities
and for the construction of generating capacity, facilities for environmental
compliance, transmission lines, distribution lines, substations and other
assets **.**








**2004**
    
    **Capital
      Expenditures Forecast****Actual**
    
    **2005**
    
    **2006-2007**
    
    **Total*****(In
      millions)***OE
    
    $
    112
    
    $
    133
    
    $
    307
    
    $
    440Penn
    
    
    76
    
    
    82
    
    
    145
    
    
    227CEI
    
    
    93
    
    
    103
    
    
    265
    
    
    368TE
    
    
    51
    
    
    56
    
    
    136
    
    
    192JCP&L
    
    
    153
    
    
    178
    
    
    333
    
    
    511Met-Ed
    
    
    53
    
    
    67
    
    
    138
    
    
    205Penelec
    
    
    53
    
    
    89
    
    
    183
    
    
    272ATSI
    
    
    22
    
    
    74
    
    
    225
    
    
    299FES
    
    
    92
    
    
    163
    
    
    542
    
    
    705Other
      subsidiaries
    
    
    26
    
    
    34
    
    
    69
    
    
    103Total
    
    $
    731
    
    $
    979
    
    $
    2,343
    
    $
    3,322








During the
2005-2007 period, maturities of, and sinking fund requirements for, long-term
debt and preferred stock of FirstEnergy and its subsidiaries are:





**Preferred
      Stock and Long-Term Debt****Redemption
      Schedule****2005**
    
    **2006-2007**
    
    **Total*****(In
      millions)***OE
    
    $
    134
    
    $
    9
    
    $
    143Penn
    
    
    2
    
    
    14
    
    
    16CEI*
    
    
    1
    
    
    122
    
    
    123TE
    
    
    0
    
    
    30
    
    
    30JCP&L
    
    
    17
    
    
    226
    
    
    243Met-Ed
    
    
    30
    
    
    151
    
    
    181Penelec
    
    
    8
    
    
    3
    
    
    11FirstEnergy
    
    
    300
    
    
    1,215
    
    
    1,515Other
      subsidiaries
    
    
    5
    
    
    23
    
    
    28Total
    
    $
    497
    
    $
    1,793
    
    $
    2,290





*  CEI has an
additional $21 million due to associated companies in 2006-2007.







The Companies’ and
FES's respective investments for additional nuclear fuel, and nuclear fuel
investment reductions as the fuel is consumed, during the 2005-2007 period are
presented in the following table. The table also displays the Companies’
operating lease commitments, net of capital trust cash receipts for the
2005-2007 period.





11


**Nuclear
      Fuel Forecasts**
    
    **Net****New
      Investments**
    
    **Consumption**
    
    **Operating
      Lease Commitments****2005**
    
    **2006-2007**
    
    **Total**
    
    **2005**
    
    **2006-2007**
    
    **Total**
    
    **2005**
    
    **2006-2007**
    
    **Total*****(In
      millions)***OE
    
    $
    21
    
    $
    54
    
    $
    75
    
    $
    24
    
    $
    49
    
    $
    73
    
    $
    82
    
    $
    160
    
    $
    242Penn
    
    
    13
    
    
    50
    
    
    63
    
    
    17
    
    
    35
    
    
    52
    
    
    --
    
    
    --
    
    
    --CEI
    
    
    11
    
    
    65
    
    
    76
    
    
    28
    
    
    63
    
    
    91
    
    
    18
    
    
    25
    
    
    43TE
    
    
    8
    
    
    46
    
    
    54
    
    
    20
    
    
    44
    
    
    64
    
    
    80
    
    
    158
    
    
    238JCP&L
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    2
    
    
    3
    
    
    5Met-Ed
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    1
    
    
    3
    
    
    4Total
    
    $
    53
    
    $
    215
    
    $
    268
    
    $
    89
    
    $
    191
    
    $
    280
    
    $
    183
    
    $
    349
    
    $
    532


Short-term
borrowings outstanding as of December 31, 2004, consisted of
$29 million of bank borrowings (OE - $25 million and HVACs - $4 million),
and $142 million of OES Capital, Incorporated. OES Capital is a wholly
owned subsidiary of OE whose borrowings are secured by customer accounts
receivable purchased from OE. OES Capital can borrow up to $170 million
under a receivables financing agreement at rates based on certain bank
commercial paper. FirstEnergy and OE had $1.4 billion available under $1.75
billion of revolving lines of credit as of December 31, 2004. FirstEnergy
may borrow under these facilities and could transfer any of its borrowings to
its subsidiaries. These revolving credit facilities, combined with an aggregate
$550 million of accounts receivable financing facilities for OE, CEI, TE,
Met-Ed, Penelec and Penn, are intended to provide liquidity to meet our
short-term working capital requirements and those of our subsidiaries. Total
unused borrowing capability under existing facilities and accounts receivable
financing facilities totaled $1.7 billion as of December 31, 2004. An
additional source of ongoing cash for FirstEnergy, as a holding company, is cash
dividends from its subsidiaries. In 2004, the holding company received $782
million of cash dividends on common stock from its subsidiaries.





Based on their
present plans, the Companies could provide for their cash requirements in 2005
from the following sources: funds to be received from operations; available cash
and temporary cash investments as of December 31, 2004 (Company’s
nonutility subsidiaries - $51 million, and OE - $1 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
FMB 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 FMB provide that, except for certain refunding purposes, the
Companies may not issue FMB 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 FMB, including those being issued. At the end of
2004, the Ohio Companies and Penn had the aggregate capability to issue
approximately $4.4 billion of additional FMB on the basis of property additions
and retired bonds under the terms of their respective mortgage indentures. The
issuance of FMB by OE and CEI are also subject to provisions of their senior
note indentures generally limiting the incurrence of additional secured debt,
subject to certain exceptions that would permit, among other things, the
issuance of secured debt (including FMB) (i) supporting pollution control notes
or similar obligations, or (ii) as an extension, renewal or replacement of
previously outstanding secured debt. In addition, these provisions would permit
OE and CEI to incur additional secured debt not otherwise permitted by a
specified exception of up to $641 million and $588 million, respectively, as of
December 31, 2004. Under the provisions of its senior note indenture,
JCP&L may issue additional FMB only as collateral for senior notes. As of
December 31, 2004, JCP&L had the capability to issue $644 million of
additional senior notes upon the basis of FMB collateral.





OE’s, Penn’s, TE’s
and JCP&L'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 applicable
earnings coverage tests in their respective charters, OE, Penn, TE and JCP&L
could issue a total of $4.5 billion of preferred stock (assuming no additional
debt was issued) as of the end of 2004. CEI, Met-Ed and Penelec have no
restrictions on the issuance of preferred stock.





12





To the extent that
coverage requirements or market conditions restrict the Companies’ abilities to
issue desired amounts of FMB 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.





As of
December 31, 2004, approximately $1.0 billion was remaining under
FirstEnergy's shelf registration statement, filed with the SEC in 2003, to
support future securities issues. The shelf registration provides the
flexibility to issue and sell various types of securities, including common
stock, debt securities, and share purchase contracts and related share purchase
units.





**Nuclear
Regulation**





The construction,
operation and decommissioning of nuclear generating units are subject to the
regulatory jurisdiction of the NRC including the issuance by it of construction
permits, operating licenses, and possession only licenses for decommissioning
reactors. The NRC's procedures with respect to the amendment of nuclear reactor
operating licenses afford opportunities for interested parties to request
adjudicatory hearings on health, safety and environmental issues subject to
meeting NRC "standing" requirements. The NRC may require substantial changes in
operation or the installation of additional equipment to meet safety or
environmental standards, subject to the backfit rule requiring the NRC to
justify such new requirements as necessary for the overall protection of public
health and safety. The possibility also exists for modification, denial or
revocation of licenses. As a result of the merger with GPU, FirstEnergy now owns
the TMI-2 and the Saxton Nuclear Experimental Facility. Both facilities are in
various stages of decommissioning. TMI-2 is in a post-defueling monitored
storage condition, with decommissioning planned in 2014, absent an extension of
the operating license to the owner of TMI-1. Saxton is in the final stages of
decommissioning, with license termination and final site restoration scheduled
for the third quarter of 2005. Beaver Valley Unit 1 was placed in commercial
operation in 1976, and its operating license expires in 2016. Davis-Besse was
placed in commercial operation in 1977, and its operating license expires in
2017. 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.
FirstEnergy submitted a license renewal application with the NRC seeking to
extend the operation of Beaver Valley Units 1 and 2 to 2036 and 2047,
respectively.





Davis-Besse, which
is operated by FENOC, began its scheduled refueling outage on February 16,
2002. The plant was originally scheduled to return to service by the end of
March 2002. During the refueling outage, FENOC found corrosion in the reactor
vessel head near some of the control rod drive mechanism penetration nozzles,
created by boric acid deposits from leaks in the nozzles. As a result, the NRC
issued a confirmatory action letter stating that restart of the plant would be
subject to prior NRC approval, and it established an Inspection Manual Chapter
0350 Oversight Panel to ensure close NRC oversight of Davis-Besse’s corrective
actions.





On March 8,
2004, FENOC received NRC authorization to restart Davis-Besse and the plant
achieved full power on April 4, 2004.





The NRC granted
restart authorization in an order containing several commitments for
Davis-Besse. Those requirements include ongoing independent assessments of the
site’s operational performance, safety culture and safety conscious work
environment, and corrective action and engineering programs for five years, as
well as visual inspection of the reactor head and lower vessel during the
plant’s mid-cycle outage, which took place in late January and early February of
2005.





In 2002, FENOC
spent approximately $115 million in additional nuclear-related operation and
maintenance costs, approximately $120 million in replacement power costs and
approximately $63 million in capital expenditures related to the reactor head
and restart. In 2003, FENOC spent approximately $93 million in additional
nuclear-related operation and maintenance costs, approximately $196 million in
replacement power costs and approximately $21 million in capital expenditures
related to the reactor head and restart. In 2004, FENOC spent approximately
$900,000 in additional nuclear-related operation and maintenance costs and
approximately $64 million in replacement power costs during the remaining period
of the outage.





13





The NRC has
promulgated and continues to promulgate orders and regulations related to the
safe operation of nuclear power plants and standards for decommissioning
clean-up and final license termination. The Companies cannot predict what
additional orders and regulations (including post-September 11, 2001
security enhancements) may be promulgated, design changes required or the effect
that any such regulations or design changes or additional clean-up standards for
final site release, or the consideration thereof, may have upon their nuclear
plants. Although the Companies have no reason to anticipate an accident at any
of their nuclear plants, if such an accident did happen, it could have a
material but currently undeterminable adverse effect on FirstEnergy'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, licensing, or
decommissioning 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 $10.8 billion (assuming 104 units licensed to operate)
for a single nuclear incident, which amount is covered by: (i) private
insurance amounting to $300 million; and (ii) $10.5 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 $100.6 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
nuclear ownership and leasehold interests, the Companies’ maximum potential
assessment under these provisions would be $402.4 million
(OE-$107.5 million, Penn-$84.5 million, CEI-$121.4 million and
TE-$89.0 million) per incident but not more than $40.0 million
(OE-$10.7 million, Penn-$8.4 million, CEI-$12.1 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 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 nuclear interests, which provide an aggregate indemnity of
up to approximately $1.488 billion (OE-$397.2 million,
Penn-$280.1 million, CEI-$478.9 million and TE-$332.1 million)
for replacement power costs incurred during an outage after an initial 20-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
$10.4 million (OE-$2.8 million, Penn-$2.0 million,
CEI-$3.3 million and TE-$2.3 million).





The Companies are
insured as to their respective nuclear interests 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. The Companies pay annual premiums for this coverage and are liable
for retrospective assessments of up to approximately $57.1 million
(OE-$16.0 million, Penn-$11.2 million, CEI-$17.5 million,
TE-$11.6 million, JCP&L-$0.2 million, Met-Ed-$0.4 million and
Penelec-$0.2 million) during a policy year. On September 30, 2003, CEI and TE
tendered Proofs of Loss under the Nuclear Electric Insurance Limited (NEIL)
Property Damage and Accidental Outage Policies for the Davis-Besse Nuclear Power
Station related to an outage that began in 2002 at that station. The property
damage losses claimed by CEI and TE total $77.9 million and the Accidental
Outage losses claimed by CEI and TE total $106.7 million. On December 18, 2004,
NEIL denied CEI’s and TE’s claims. CEI and TE are considering their options with
respect to pursuing an arbitration of this matter.





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.





14





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 effects of compliance on the
Companies with regard to environmental matters could have a material adverse
effect on FirstEnergy's earnings and competitive position. These environmental
regulations affect FirstEnergy's earnings and competitive position to the extent
that it competes with companies that are not subject to such regulations and
therefore do not bear the risk of costs associated with compliance, or failure
to comply, with such regulations. Overall, FirstEnergy believes it is in
compliance with existing regulations but is unable to predict future change in
regulatory policies and what, if any, the effects of such change would be.
FirstEnergy estimates additional capital expenditures for environmental
compliance of approximately $430 million for 2005 through 2007, which is
included in the $3.3 billion of forecasted capital expenditures for 2005 through
2007.





*Clean Air Act
Compliance*




The Companies are
required to meet federally approved SO 2 regulations.
Violations of such regulations can result in shutdown of the generating unit
involved and/or civil or criminal penalties of up to $32,500 for each day the
unit is in violation. The EPA has an interim enforcement policy for
SO 2 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 the interim enforcement policy.





The Companies
believe they are complying with SO 2 reduction
requirements under the Clean Air Act Amendments of 1990 by burning lower-sulfur
fuel, generating more electricity from lower-emitting plants, and/or using
emission allowances. NO x reductions
required by the 1990 Amendments are being achieved through combustion controls
and the generation of more electricity at lower-emitting plants. In September
1998, the EPA finalized regulations requiring additional NO x reductions from
the Companies' facilities. The EPA's NO x Transport Rule
imposes uniform reductions of NO x emissions (an
approximate 85 percent reduction in utility plant NO x emissions from
projected 2007 emissions) across a region of nineteen states (including
Michigan, New Jersey, Ohio and Pennsylvania) and the District of Columbia based
on a conclusion that such NO x emissions are
contributing significantly to ozone levels in the eastern United States. The
Companies believe their facilities are also complying with the NO x budgets
established under State Implementation Plans (SIPs) through combustion controls
and post-combustion controls, including Selective Catalytic Reduction and
Selective Non-Catalytic Reduction systems, and/or using emission
allowances.





*National
Ambient Air Quality Standards*




In July 1997, the
EPA promulgated changes in the NAAQS for ozone and proposed a new NAAQS for fine
particulate matter. On December 17, 2003, the EPA proposed the "Interstate
Air Quality Rule" covering a total of 29 states (including Michigan, New Jersey,
Ohio and Pennsylvania) and the District of Columbia based on proposed findings
that air pollution emissions from 29 eastern states and the District of Columbia
significantly contribute to nonattainment of the NAAQS for fine particles and/or
the "8-hour" ozone NAAQS in other states. The EPA has proposed the Interstate
Air Quality Rule to "cap-and-trade" NO x and SO 2 emissions in two
phases (Phase I in 2010 and Phase II in 2015). According to the EPA,
SO 2 emissions would be
reduced by approximately 3.6 million tons annually by 2010, across states
covered by the rule, with reductions ultimately reaching more than 5.5 million
tons annually. NO x emission
reductions would measure about 1.5 million tons in 2010 and 1.8 million tons in
2015. The future cost of compliance with these proposed regulations may be
substantial and will depend on whether and how they are ultimately implemented
by the states in which the Companies operate affected facilities.





15





*Mercury
Emissions*




In December 2000,
the EPA announced it would proceed with the development of regulations regarding
hazardous air pollutants from electric power plants, identifying mercury as the
hazardous air pollutant of greatest concern. On December 15, 2003, the EPA
proposed two different approaches to reduce mercury emissions from coal-fired
power plants. The first approach would require plants to install controls known
as MACT based on the type of coal burned. According to the EPA, if implemented,
the MACT proposal would reduce nationwide mercury emissions from coal-fired
power plants by 14 tons to approximately 34 tons per year. The second approach
proposes a cap-and-trade program that would reduce mercury emissions in two
distinct phases. Initially, mercury emissions would be reduced by 2010 as a
"co-benefit" from implementation of SO 2 and NOx
emission caps under the EPA's proposed Interstate Air Quality Rule. Phase II of
the mercury cap-and-trade program would be implemented in 2018 to cap nationwide
mercury emissions from coal-fired power plants at 15 tons per year. The EPA has
agreed to choose between these two options and issue a final rule by
March 15, 2005. The future cost of compliance with these regulations may be
substantial.





*W. H. Sammis
Plant*




In 1999 and 2000,
the EPA issued NOV or Compliance Orders to nine utilities covering 44 power
plants, including the W. H. Sammis Plant, which is owned by OE and Penn. In
addition, the U.S. Department of Justice filed eight civil complaints against
various investor-owned utilities, which included a complaint against OE and Penn
in the U.S. District Court for the Southern District of Ohio. These cases are
referred to as New Source Review cases. The NOV and complaint allege violations
of the Clean Air Act based on operation and maintenance of the W. H. Sammis
Plant dating back to 1984. The complaint requests permanent injunctive relief to
require the installation of "best available control technology" and civil
penalties of up to $27,500 per day of violation. On August 7, 2003, the
United States District Court for the Southern District of Ohio ruled that 11
projects undertaken at the W. H. Sammis Plant between 1984 and 1998 required
pre-construction permits under the Clean Air Act. The ruling concludes the
liability phase of the case, which deals with applicability of Prevention of
Significant Deterioration provisions of the Clean Air Act. The remedy phase of
the trial to address civil penalties and what, if any, actions should be taken
to further reduce emissions at the plant has been delayed without rescheduling
by the Court because the parties are engaged in meaningful settlement
negotiations. The Court indicated, in its August 2003 ruling, that the remedies
it "may consider and impose involved a much broader, equitable analysis,
requiring the Court to consider air quality, public health, economic impact, and
employment consequences. The Court may also consider the less than consistent
efforts of the EPA to apply and further enforce the Clean Air Act." The
potential penalties that may be imposed, as well as the capital expenditures
necessary to comply with substantive remedial measures that may be required,
could have a material adverse impact on FirstEnergy's, OE's and Penn's
respective financial condition and results of operations. While the parties are
engaged in meaningful settlement discussions, management is unable to predict
the ultimate outcome of this matter and no liability has been accrued as of
December 31, 2004.





*Regulation of
Hazardous Waste*




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 the
EPA's evaluation of the need for future regulation. The EPA subsequently
determined that regulation of coal ash as a hazardous waste is unnecessary. In
April 2000, the EPA announced that it will develop national standards regulating
disposal of coal ash under its authority to regulate nonhazardous
waste.





The Companies have
been named as PRPs at waste disposal sites, which may require cleanup under the
Comprehensive Environmental Response, Compensation and Liability Act of 1980.
Allegations of disposal of hazardous substances at historical sites and the
liability involved are often unsubstantiated and subject to dispute; however,
federal law provides that all PRPs for a particular site are liable on a joint
and several basis. Therefore, environmental liabilities that are considered
probable have been recognized on the Consolidated Balance Sheet as of
December 31, 2004, based on estimates of the total costs of cleanup, the
Companies' proportionate responsibility for such costs and the financial ability
of other nonaffiliated entities to pay. In addition, JCP&L has accrued
liabilities for environmental remediation of former manufactured gas plants in
New Jersey; those costs are being recovered by JCP&L through a
non-bypassable SBC. Included in Current Liabilities and Other Noncurrent
Liabilities are accrued liabilities aggregating approximately $65 million as of
December 31, 2004. The Companies accrue environmental liabilities only when
they conclude that it is probable that they have an obligation for such costs
and can reasonably determine the amount of such costs. Unasserted claims are
reflected in the Companies’ determination of environmental liabilities and are
accrued in the period that they are both probable and reasonably
estimable.





16





*Climate
Change*




In December 1997,
delegates to the United Nations' climate summit in Japan adopted an agreement,
the Kyoto Protocol (Protocol), to address global warming by reducing the amount
of man-made greenhouse gases emitted by developed countries by 5.2% from 1990
levels between 2008 and 2012. The United States signed the Protocol in 1998 but
it failed to receive the two-thirds vote of the United States Senate required
for ratification. However, the Bush administration has committed the United
States to a voluntary climate change strategy to reduce domestic greenhouse gas
intensity - the ratio of emissions to economic output - by 18 percent through
2012.





The Companies
cannot currently estimate the financial impact of climate change policies,
although the potential restrictions on CO 2 emissions could
require significant capital and other expenditures. However, the CO2
emissions per kilowatt-hour of electricity generated by the Companies is lower
than many regional competitors due to the Companies' diversified generation
sources which include low or non-CO 2 emitting gas-fired
and nuclear generators.





*Clean Water
Act*




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,
New Jersey 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 water discharge permits
can be assumed by a state. Ohio, New Jersey and Pennsylvania have assumed such
authority.





On
September 7, 2004, the EPA established new performance standards under
Clean Water Act Section 316(b) for reducing impacts on fish and shellfish from
cooling water intake structures at certain existing large electric generating
plants. The regulations call for reductions in impingement mortality, when
aquatic organisms are pinned against screens or other parts of a cooling water
intake system and entrainment, which occurs when aquatic species are drawn into
a facility's cooling water system. The Companies are conducting comprehensive
demonstration studies, due in 2008, to determine the operational measures,
equipment or restoration activities, if any, necessary for compliance by their
facilities with the performance standards. FirstEnergy is unable to predict the
outcome of such studies. Depending on the outcome of such studies, the future
cost of compliance with these standards may require material capital
expenditures.





**Fuel
Supply**





FirstEnergy
currently has long-term coal contracts to provide approximately 18.4 million
tons for the year 2005. The contracts are shared among the Companies based on
various economic considerations. This contract coal is produced primarily from
mines located in Pennsylvania, Kentucky, Wyoming and West Virginia. The
contracts expire at various times through December 31, 2021.





The Companies
estimate their 2005 coal requirements to be approximately 22.4 million tons
(OE - 6.7 million, Penn - 7.7 million, CEI - 6.0
million, and TE - 2.0 million) to be met from the long-term contracts
discussed above and spot market purchases. See “Environmental Matters” for
factors pertaining to meeting environmental regulations affecting coal-fired
generating units.





CEI, TE, OE and
Penn have contracts for uranium material and conversion services through 2008.
The enrichment services are contracted for all of the enrichment requirements
for nuclear fuel through 2006. A portion of enrichment requirements is also
contracted through 2011. Fabrication services for fuel assemblies are contracted
for the next two reloads for Beaver Valley Unit 1, the next two reloads for
Beaver Valley Unit 2 (through approximately 2007 and 2006, respectively), the
next reload for Davis-Besse (through approximately 2006) and through the
operating license period for Perry (through approximately 2026). The Davis-Besse
fabrication contract also has an extension provision for services through the
current operating license period (about 2017). In addition to the existing
commitments, the Companies intend to make additional arrangements for the supply
of uranium and for the subsequent conversion, enrichment, fabrication, and waste
disposal services.





17





On-site spent fuel
storage facilities are expected to be adequate for Perry through 2011;
facilities at Beaver Valley Units 1 and 2 are expected to be adequate
through 2015 and 2008, respectively. With the plant modifications completed in
2002, Davis-Besse has adequate storage through the remainder of its current
operating license period. After current on-site storage capacity is exhausted,
additional storage capacity will have to be obtained either through plant
modifications, interim off-site disposal, or permanent waste disposal
facilities. The Federal Nuclear Waste Policy Act of 1982 provides for the
construction of facilities for the permanent disposal of high-level nuclear
wastes, including spent fuel from nuclear power plants operated by electric
utilities. CEI, TE, OE and Penn have contracts with the U.S. Department of
Energy (DOE) for the disposal of spent fuel for Beaver Valley, Davis-Besse and
Perry. On February 15, 2002, President Bush approved the DOE's
recommendation of Yucca Mountain for underground disposal of spent nuclear fuel
from nuclear power plants and high level waste from U.S. defense programs. The
approval by President Bush enables the process to proceed to the licensing
phase. Based on the DOE schedule published in the July 1999 Draft Environmental
Impact Statement, the Yucca Mountain Repository is currently projected to start
receiving spent fuel in 2010. The Repository is expected to be delayed further
as the result of an announced delay in submission of the license application.
The Companies intend to make additional arrangements for storage capacity as a
contingency for further delays with the DOE acceptance of spent fuel for
disposal past 2010.





**System
Capacity and Reserves**





The 2004 net
maximum hourly demand for each of the Companies was: OE-5,461 MW (including an
additional 273 MW of firm power sales under a contract which extends through
2005) on June 9, 2004; Penn-987 MW (including an additional 56 MW of firm
power sales under a contract which extends through 2005) on June 15, 2004;
CEI-4,126 MW on August 27, 2004; TE-2,032 MW on August 3, 2004;
JCP&L-5,457 MW on August 20, 2004; Met-Ed-2,548 MW on August 3, 2004;
and Penelec-2,830 MW on December 20, 2004. JCP&L's load was auctioned off in
the New Jersey BGS Auction, transferring the full 5,100 MW load obligation to
other parties for the supply period beginning June 1, 2005. FES participated in
the auction and won a segment of that load.





Based on existing
capacity plans, ongoing arrangements for firm purchase contracts, and
anticipated term power sales and purchases, FirstEnergy has sufficient supply
resources to meet load obligations. The current FirstEnergy capacity portfolio
contains 13,387 MW of owned generation and approximately 1,600 MW of long-term
purchases from NUGs. Any remaining load
obligations will be met through a mix of multi-year forward purchases,
short-term forward purchases (less than one year) and spot market
purchases.





The Companies’
sources of generation during 2004 were:





**Coal**
    
    **Nuclear**OE
    
    
    72.5
    %
    
    27.5
    %Penn
    
    
    39.8
    %
    
    60.2
    %CEI
    
    
    58.7
    %
    
    41.3
    %TE
    
    
    48.1
    %
    
    51.9
    %Total
      FirstEnergy
    
    
    60.2
    %
    
    39.8
    %








**Regional
Reliability**





The Ohio Companies
and Penn participate with 24 other electric companies operating in nine states
in 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.





The transmission
facilities of JCP&L, Met-Ed and Penelec are operated by PJM. PJM is the
organization responsible for the operation and control of the bulk electric
power system throughout major portions of five Mid-Atlantic states and the
District of Columbia. PJM is dedicated to meeting the reliability criteria and
standards of NERC and the Mid-Atlantic Area Council.





18





**Competition**





The Companies
compete with other utilities for intersystem bulk power sales and for sales to
municipalities and cooperatives. The Companies also 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.





As a result of
actions taken by state legislative bodies over the last few years, major changes
in the electric utility business are occurring in parts of the United States,
including Ohio, New Jersey and Pennsylvania where FirstEnergy's utility
subsidiaries operate. These changes have resulted in fundamental alterations in
the way traditional integrated utilities and holding company systems, like
FirstEnergy, conduct their business. In accordance with the Ohio electric
utility restructuring law under which Ohio electric customers could begin
choosing their electric generation suppliers starting in January 2001,
FirstEnergy has further aligned its business units to accommodate its retail
strategy and participate in the competitive electricity marketplace in Ohio. The
organizational changes deal with the unbundling of electric utility services and
new ways of conducting business. FirstEnergy’s competitive segment participates
in deregulated energy markets in Ohio, Pennsylvania, New Jersey and
Michigan.





Competition in
Ohio’s electric generation began on January 1, 2001. FirstEnergy moved the
operation of the generation portion of its business to its competitive business
unit as reflected in its approved Ohio transition plan. The Companies continue
to provide generation services to regulated franchise customers who have not
chosen an alternative, competitive generation supplier, except in New Jersey
where JCP&L's obligation to provide BGS has been removed through a
transitional mechanism of auctioning the obligation (see "NJBPU Rate Matters").
In September 2002, Met-Ed and Penelec assigned their PLR responsibility to FES
through a wholesale power sale agreement. Under the terms of the wholesale
agreement, FES assumed the supply obligation and the supply profit and loss
risk, for the portion of power supply requirements not self-supplied by Met-Ed
and Penelec. The agreement will be automatically extended on an annual basis
unless any party elects to cancel the agreement by November 1 of the
preceding year (see "PPUC Rate Matters" for further discussion). The Ohio
Companies and Penn obtain their generation through power supply agreements with
FES.





**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, generation, 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.








19





**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.








**Position
      Held During****Past
      Five Years****Name**
    **Age**
    **Dates**A.
      J. Alexander
    53
    President
      and Chief Executive Officer
    2004-presentPresident
      and Chief Operating Officer
    2001-2004President
    2000-2001Executive
      Vice President and General Counsel
    *-2000L.
      M. Cavalier
    53
    Vice
      President - Human Resources
    2001-presentPresident
      - Eastern Region
    *-2001M.
      T. Clark
    54
    Senior
      Vice President
    2004-presentVice
      President - Business Development
    2000-2004Managing
      Director - Business Development
    *-2000D.
      S. Elliott
    50
    Senior
      Vice President
    2001-presentVice
      President
    *-2001R.
      R. Grigg
    56
    Executive
      Vice President and Chief Operating Officer
    2004-presentPresident
      and Chief Executive Officer - WE Generation
    *-2004C.
      E. Jones
    49
    Senior
      Vice President
    2003-presentVice
      President - Regional Operations
    2001-2003President
      - Northern Region
    *-2001K.
      J. Keough
    45
    Senior
      Vice President
    2001-presentVice
      President - Business Planning & Ventures
    *-2001G.
      R. Leidich
    54
    President
      and Chief Nuclear Officer - FENOC
    2003-presentExecutive
      Vice President - FENOC
    2002-2003Executive
      Vice President - Institute of Nuclear Power Operations
    *-2002R.
      H. Marsh
    54
    Senior
      Vice President and Chief Financial Officer
    2001-presentVice
      President and Chief Financial Officer
    *-2001S.
      E. Morgan
    54
    President
      - JCP&L
    2003-presentVice
      President - Energy Delivery
    2002-2003President
      - Central Region
    *-2002G.
      L. Pipitone
    54
    President
      - FES
    2004-presentSenior
      Vice President
    2001-2004Vice
      President
    *-2001D.
      R. Schneider
    43
    Vice
      President - Commodity Operations
    2004-presentVice
      President - Fossil Operations
    2001-2004Plant
      Manager
    *-2001C.
      B. Snyder
    59
    Senior
      Vice President
    2001-presentExecutive
      Vice President - Corporate Affairs - GPU
    *-2001L.
      L. Vespoli
    45
    Senior
      Vice President and General Counsel
    2001-presentVice
      President and General Counsel
    2000-2001Associate
      General Counsel
    *-2000H.
      L. Wagner
    52
    Vice
      President, Controller and Chief Accounting Officer
    2001-presentController
      and Chief Accounting Officer
    *-2001T.
      M. Welsh
    55
    Senior
      Vice President
    2004-presentVice
      President - Communications
    2001-2004Manager
      - Communications Services
    *-2001








Mrs.
Vespoli and Messrs. Alexander, Marsh and Wagner are the executive officers, as
noted above, of OE, Penn, CEI, TE, Met-Ed and Penelec. Mrs. Vespoli and Messrs.
Marsh, Morgan and Wagner are the executive officers of JCP&L.





*  Indicates
position held at least since January 1, 2000.





20





**Employees**





As of January 1,
2005, FirstEnergy’s nonutility subsidiaries and the Companies had a total of
15,245 employees located in the United States as follows:








FESC
    
    
    2,712OE
    
    
    1,170CEI
    
    
    905TE
    
    
    414Penn
    
    
    200JCP&L
    
    
    1,444Met-Ed
    
    
    651Penelec
    
    
    843ATSI
    
    
    33FES
    
    
    2,001FENOC
    
    
    2,756FSG
    
    
    2,023First
      Communications
    
    
    93Total
    
    
    15,245








Approximately 7,218
of the above employees (including 720 for OE, 635 for CEI, 317 for TE, 153 for
Penn, 1,155 for JCP&L, 490 for Met-Ed and 605 for Penelec) are covered by
collective bargaining agreements.





On December 8,
2004, employees represented by IBEW System Council U-3 began a strike against
JCP&L. JCP&L continues to utilize management, other non-union personnel
from around FirstEnergy's system and contractors to perform service reliability
and priority maintenance work while the union members are on strike. The labor
agreement between JCP&L and System Council U-3 originally expired on
October 31, 2003 but was extended several times and ultimately expired on
December 7, 2004. JCP&L and the leadership of System Council U-3
continue to negotiate in an attempt to reach a new agreement and end the work
stoppage. It is unknown when such an agreement will be reached or when the work
stoppage will end. On January 31, 2005, IBEW Local 245, ratified a three-year
contract agreement with TE, FENOC, and FGCO. On February 4, 2005, IBEW Local
272, representing approximately 350 employees of the Bruce Mansfield Plant,
ratified a three-year contract with FGCO.





**FirstEnergy
Website**





Each of the
registrant's annual reports on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K, and amendments to those reports filed with or
furnished to the SEC pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 are also made available free of charge on or through
FirstEnergy's internet website at www.firstenergycorp.com. These reports are
posted on the website as soon as reasonably practicable after they are
electronically filed with the SEC.


**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 as tenants in common, and/or lease, the generating
units in service as of March 1, 2005, shown on the table
below.










21


****___________
    
    ****
    
    ___________
    
    ___________
    
    ___________
    
    ___________
    
    ___________
    
    ___________
    
    ___________
    
    ___________
    
    ___________
    
    ___________
    
    ___________
    
    ___________
    
    ___________
    
    ___________**NOC**
      **(MW)**
    
    ****
    
    
    
    
    
    
    
    ****
    
    
    
    ****
    
    
    
    
    
    
    
    ******OE**
    
    **Penn**
    
    **CEI**
    
    **TE**
    
    **JCP&L**
    
    **Met-Ed**
    
    **FES**_________________________________
    
    **Unit**
    
    **Total**
    
    %
    
    **MW**
    
    %
    
    **MW**
    
    %
    
    **MW**
    
    %
    
    **MW**
    
    %
    
    **MW**
    
    %
    
    **MW**
    
    %
    
    **MW****Plant
      - Location****Coal-Fired
      Units**Ashtabula**-**
      Ashtabula, OH
    
    
    5
    
    
    244
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    100.00
    %
    
    244
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --Bay
      Shore-
    
    
    1-4
    
    
    631
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    100.00
    %
    
    631
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --Toledo, OHR. E.
      Burger-
      Shadyside,
      OH
    
    
    3-5
    
    
    406
    
    
    100.00
    %
    
    406
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --Eastlake-Eastlake,
      OH
    
    
    1-5
    
    
    1,233
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    100.00
    %
    
    1,233
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --Lakeshore-
      Cleveland, OH
    
    
    18
    
    
    245
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    100.00
    %
    
    245
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --Bruce
      Mansfield-
    
    
    1
    
    
    780
    
    
    60.00
    %
    
    468
    
    
    33.50
    %
    
    261
    
    
    6.50
    %
    
    51
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --Shippingport,
      PA
    
    
    2
    
    
    780
    
    
    43.06
    %
    
    336
    
    
    9.36
    %
    
    73
    
    
    30.28
    %
    (a)
    236
    
    
    17.30
    %
    (a)
    135
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --3
    
    
    800
    
    
    49.34
    %
    
    395
    
    
    6.28
    %
    
    50
    
    
    24.47
    %
    
    196
    
    
    19.91
    %
    
    159
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --W. H.
      Sammis-
    
    
    1-6
    
    
    1,620
    
    
    100.00
    %
    
    1,620
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --Stratton,
      OH
    
    
    7
    
    
    600
    
    
    48.00
    %
    
    288
    
    
    20.80
    %
    
    125
    
    
    31.20
    %
    
    187
    
    
    --
    
    
    --
    
    
    
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --Total
    
    
    
    
    
    7,339
    
    
    
    
    
    3,513
    
    
    
    
    
    509
    
    
    --
    
    
    2,392
    
    
    *--*
    
    
    925
    
    
    
    
    
    *--*
    
    
    
    
    
    *--*
    
    
    
    
    
    *--***Nuclear
      Units**Beaver
      Valley-
    
    
    1
    
    
    821
    
    
    35.00
    %
    
    287
    
    
    65.00
    %
    
    534
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --Shippingport,
      PA
    
    
    2
    
    
    831
    
    
    41.88
    %
    (b)
    348
    
    
    13.74
    %
    
    114
    
    
    24.47
    %
    
    203
    
    
    19.91
    %
    
    166
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --Davis-Besse-
    
    
    1
    
    
    883
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    51.38
    %
    
    454
    
    
    48.62
    %
    
    429
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --Oak Harbor,
      OHPerry-
      N. Perry
      Village, OH
    
    
    1
    
    
    1,260
    
    
    30.00
    %
    (b)
    378
    
    
    5.24
    %
    
    66
    
    
    44.85
    %
    
    565
    
    
    19.91
    %
    (c)
    251
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --Total
    
    
    
    
    
    3,795
    
    
    
    
    
    1,013
    
    
    
    
    
    714
    
    
    
    
    
    1,222
    
    
    
    
    
    846
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --**Oil/Gas-Fired/Pumped
      Storage Units**Richland-Defiance,
      OH
    
    
    1-3
    
    
    42
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    100.00
    %
    
    42
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --4-6
    
    
    390
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    100.00
    %
    
    390Seneca-Warren,
      PA
    
    
    1-3
    
    
    435
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    100.00
    %
    
    435
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --Sumpter-
      Sumpter Twp., MI
    
    
    1-4
    
    
    340
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    100.00
    %
    
    340West
      Lorain
    
    
    1-1
    
    
    120
    
    
    100.00
    %
    
    120
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --Lorain,
      OH
    
    
    2-6
    
    
    425
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    100.00
    %
    
    425Yard's
      Creek-Blairstown
      Twp.,
      NJ
    
    
    1-3
    
    
    200
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    50
    %
    
    200
    
    
    --
    
    
    --
    
    
    --
    
    
    --Other
    
    
    
    
    
    301
    
    
    
    
    
    109
    
    
    
    
    
    19
    
    
    
    
    
    33
    
    
    
    
    
    35
    
    
    
    
    
    86
    
    
    
    
    
    19
    
    
    
    
    
    --Total
    
    
    
    
    
    2,253
    
    
    
    
    
    229
    
    
    
    
    
    19
    
    
    
    
    
    468
    
    
    
    
    
    77
    
    
    
    
    
    286
    
    
    
    
    
    19
    
    
    
    
    
    1,155Total
    
    
    
    
    
    13,387
    
    
    
    
    
    4,755
    
    
    
    
    
    1,242
    
    
    
    
    
    4,082
    
    
    
    
    
    1,848
    
    
    
    
    
    286
    
    
    
    
    
    19
    
    
    
    
    
    1,155
 
 
 Notes:
    (a)
    CEI’s
      interests consist of 1.68% owned and 28.60% leased and TE's interests are
      leased.(b)
    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.(c)
    TE’s
      interests consist of 1.65% owned and 18.26%
leased.


22


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 kV to
500 kV. The Companies’ overhead and underground transmission lines
aggregate 14,978 pole miles.





The Companies’
electric distribution systems include 114,177  miles of overhead pole line
and underground conduit carrying primary, secondary and street lighting
circuits. They own substations with a total installed transformer capacity of
91,117,000 kilovolt-amperes.





The transmission
facilities that are owned and operated by ATSI also interconnect with those of
AEP, DPL, Duquesne, Allegheny, MEC and Penelec. The transmission facilities of
JCP&L, Met-Ed and Penelec are physically interconnected and are operated on
an integrated basis as part of the PJM RTO.





FirstEnergy's
distribution and transmission systems as of December 31, 2004, consist of
the following:











**Substation****Distribution**
    
    **Transmission**
    
    **Transformer****Lines**
    
    **Lines**
    
    **Capacity*****(Miles)***
    
    ***(kV-amperes)***OE
    
    
    29,402
    
    
    550
    
    
    8,318,000Penn
    
    
    5,636
    
    
    44
    
    
    1,750,000CEI
    
    
    24,860
    
    
    2,144
    
    
    9,300,000TE
    
    
    1,622
    
    
    223
    
    
    3,691,000JCP&L
    
    
    18,493
    
    
    2,106
    
    
    21,154,000Met-Ed
    
    
    14,424
    
    
    1,407
    
    
    9,985,000Penelec
    
    
    19,740
    
    
    2,690
    
    
    14,238,000ATSI*
    
    
    --
    
    
    5,814
    
    
    22,681,000Total
    
    
    114,177
    
    
    14,978
    
    
    91,117,000




*
    Represents
      transmission lines of 69kv and above in service areas of OE, Penn, CEI and
      TE.


**ITEM**
    **3.** **LEGAL
      PROCEEDINGS**





Reference is made
to Note 13, Commitments, Guarantees and Contingencies, of the Notes to
Consolidated Financial Statements contained in Item 8 for a description of
certain legal proceedings involving FirstEnergy, OE, CEI, TE, Penn, JCP&L,
Met-Ed and Penelec.





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





None.


**PART
II**





**ITEM
5.** **MARKET FOR
REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER**


**MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES**





The information
required by Item 5. regarding FirstEnergy’s market information, including stock
exchange listings and quarterly stock market prices, dividends and holders of
common stock is included on page 5 of FirstEnergy’s 2004 Annual Report to
Stockholders (Exhibit 13). The information required for OE, CEI, TE, Penn,
JCP&L, Met-Ed and Penelec is not applicable because they are wholly owned
subsidiaries.





23





The table below
includes information on a monthly basis for the fourth quarter, regarding
purchases made by FirstEnergy of its common stock.








**Period**
    
    **Total
      Number**
      **Of
      Shares**
      **Purchased(a)**
    
    **Average
      Price**
      **Paid
      per Share**
    
    **Total
      Number of**
      **Shares
      Purchased**
      **As
      Part of Publicly**
      **Announced
      Plans**
      **Or
      Programs (b)**
    
    **Maximum
      Number**
      **(or
      Approximate**
      **Dollar
      Value) of**
      **Shares
      that May**
      **Yet
      Be Purchased**
      **Under
      the Plans**
      **Or
      Programs**October 1-31,
      2004
    
    
    175,290
    
    $
    41.13
    
    
    --
    
    
    --November
      1-30, 2004
    
    
    379,505
    
    $
    42.68
    
    
    --
    
    
    --December
      1-31, 2004
    
    
    306,911
    
    $
    39.96
    
    
    --
    
    
    --Fourth
      Quarter
    
    
    861,706
    
    $
    41.40
    
    
    --
    
    
    --








(a)
    Share amounts
      reflect purchases on the open market to satisfy FirstEnergy’s obligations
      to deliver common stock under its Executive and Director Incentive
      Compensation Plan, Deferred Compensation Plan for Outside Directors,
      Executive Deferred Compensation Plan, Savings Plan and Stock Investment
      Plan. In addition, such amounts reflect shares tendered by employees to
      pay the exercise price or withholding taxes upon exercise of stock options
      granted under the Executive and Director Incentive Compensation
      Plan.





(b)
    FirstEnergy
      does not currently have any publicly announced plan or program for share
      purchases.








**ITEM**
    **6.** **SELECTED
      FINANCIAL DATA**





**ITEM**
    **7.** **MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND**


**RESULTS OF
OPERATIONS**





**ITEM**
    **7A.****QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK**





**ITEM**
    **8.** **FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA**





The information
required for 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 2004 Annual Report to
Stockholders (Exhibit 13).





**Item
      6**
    **Item
      7**
    **Item
      7A**
    **Item
      8**FirstEnergy
    3
    4-38
    26-28
    39-85OE
    3
    4-16
    10
    17-44Penn
    3
    4-13
    8-9
    14-35CEI
    3
    4-15
    9
    16-41TE
    3
    4-16
    9-10
    17-43JCP&L
    3
    4-13
    8-10
    14-35Met-Ed
    3
    4-13
    8-10
    14-36Penelec
    3
    4-12
    8-9
    13-34








**ITEM**
    **9.** **CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING**


**AND FINANCIAL DISCLOSURE**





None.





**ITEM**
    **9A.
      CONTROLS AND PROCEDURES**





**Evaluation
of Disclosure Controls and Procedures**





Each registrant’s
Chief Executive Officer and Chief Financial Officer have reviewed and evaluated
such registrant’s disclosure controls and procedures, as defined in the
Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e), as of the end
date covered by this report. Based upon this evaluation, the respective Chief
Executive Officer and Chief Financial Officer concluded that such registrant’s
disclosure controls and procedures are effective.





24





**Management’s
Report on Internal Control over Financial Reporting**





Management is
responsible for establishing and maintaining adequate internal control over
financial reporting as defined in Rule 13a-15(f) of the Securities Exchange Act
of 1934. Using the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission in *Internal
Control - Integrated Framework* , management
conducted an evaluation of the effectiveness of the registrants’ internal
control over financial reporting under the supervision of each registrant’s
chief executive officer and chief financial officer. Based on that evaluation,
management concluded that the registrants’ internal control over financial
reporting was effective as of December 31, 2004 *.* Management’s
assessment of the effectiveness of the registrants’ internal control over
financial reporting, as of December 31, 2004, has been audited by
PricewaterhouseCoopers LLP, an independent registered public accounting firm, as
stated in their reports included in each registrant’s 2004 Annual Report to
Stockholders and incorporated by reference hereto.





**Changes
in Internal Controls over Financial Reporting**





There were no
changes in the registrants’ internal controls over financial reporting during
the fourth quarter of 2004 that have materially affected, or are reasonably
likely to materially affect, the registrants’ internal control over financial
reporting.





**ITEM**
    **9B.** **OTHER
      INFORMATION**





**Severance
Agreements**





On February 15,
2005, in response to a shareholder proposal at the 2004 Annual Meeting that
received the affirmative vote of approximately 64 percent of the votes cast, the
Board of Directors adopted a new policy with respect to severance agreements.
The Board’s policy requires that any future severance agreement offered to any
FirstEnergy employee that would be triggered by a change in control of
FirstEnergy limit the multiplier of base salary and target short-term incentive
compensation to 2.99 times. The Board’s policy also requires that such severance
agreements only contain such other terms, conditions and provisions as may be
recommended by the Compensation Committee and approved by the independent
directors of the Board and, at the discretion of such independent directors,
approved by the shareholders. The Board’s policy also requires that the
Compensation Committee retain an independent third-party consultant to
periodically review the prevailing competitive practices concerning severance
agreements triggered by a change in control and report on such review to the
Board.





In accordance with
this policy, the Compensation Committee authorized, and FirstEnergy entered
into, separate severance agreements with Guy L. Pipitone, Mark T. Clark, Lynn M.
Cavalier and Richard R. Grigg on March 7, 2005, effective immediately. Severance
benefits are limited to 2.99 times base salary and target short-term incentive
compensation for Ms. Cavalier and Messrs. Clark and Grigg. Severance benefits
are limited to 2.0 times base salary and target short-term incentive
compensation for Mr. Pipitone. In addition, the Compensation Committee
recommended, and the Board approved, the following additional terms. With
respect to the retirement benefits of Ms. Cavalier and Messrs. Clark and Grigg,
(a) three years will be added to his or her age and service at termination, (b)
pension benefits will be calculated with the enhanced age and service, and (c)
benefits will be paid out no earlier than an adjusted age of 55. With regard to
health care, he or she will receive health care benefits on the same terms as an
active employee for three years. Lastly, with regard to life insurance, he or
she will receive life insurance benefits on the same terms as an active employee
for three years. Mr. Pipitone’s agreement provides that, in regard to retirement
plans, (a) two years will be added to his age and service at termination, (b)
pension benefits will be calculated with the enhanced age and service, and (c)
benefits will be paid out no earlier than an adjusted age of 55. In regard to
health care, he will receive health care benefits on the same terms as an active
employee for two years. Lastly, in regard to life insurance, he will receive
life insurance benefits on the same terms as an active employee for two
years.





Under the
agreements, a change in control includes the acquisition of the beneficial
ownership of 50 percent or more of the outstanding shares of common stock or
other voting stock of FirstEnergy, a change in the majority of the members of
the Board of Directors, or a reorganization, merger, or dissolution of
FirstEnergy. The agreements are intended to ensure that the individuals are free
from personal distractions in the context of a potential change in control, when
the Board needs the objective assessment and advice of these executives to
determine whether an offer is in the best interests of the Company and its
shareholders. The principal severance benefits may be triggered when the
individual is terminated or resigns for good reason, which generally is defined
as a material change, following a change of control, inconsistent with the
individual’s previous job duties or compensation.





Under all of the
above severance agreements, the executive would be prohibited for two years from
working for or with competing entities after receiving severance benefits from
this change in control agreement.





25





FirstEnergy also
has in place separate severance agreements with Anthony J. Alexander, Richard H.
Marsh, Carole B. Snyder, and Leila L. Vespoli, in the form applicable to Ms.
Cavalier and Messrs. Clark and Grigg described above, except that such
agreements provide for a benefit equal to 2.99 times the sum of the individual’s
base salary plus the average of his or her annual incentive compensation awards
over the past three years. Additionally, in the case of Mr. Alexander, he is
eligible for the specified severance benefits if he resigns, for any reason,
during a 90-day period commencing 18 months following a change in control.
Because the agreements for Mr. Marsh, Ms. Vespoli, and Ms. Snyder do not become
effective until January 1, 2006, they remain covered under the severance
agreements that were previously in place for each of them through
December 31, 2005.





FirstEnergy also
has in place separate severance agreements with Kevin J. Keough and Kathryn W.
Dindo in the form applicable to Mr. Pipitone as described above, except that
such agreements provide for a benefit equal to 2.00 times the sum of the
individual’s base salary plus the average of his or her annual incentive
compensation awards over the past three years.





**Executive
Bonus Plan**





FirstEnergy adopted
an Executive Bonus Plan effective November 3, 2004. The plan was established for
the purpose of providing for the purchase of personal life insurance for
participants who are each deemed to be a member of a select group of highly
compensated and/or management employees of FirstEnergy and its subsidiaries. The
plan is part of an integrated executive compensation program that is intended to
attract, retain and motivate certain key executives who are in a position to
make significant contributions to the operation and profitability of FirstEnergy
for the benefit of stockholders and customers. Employees of FirstEnergy and its
subsidiaries who are or become subject to the provisions of Section 402 of the
Sarbanes-Oxley Act of 2002, as amended, and are designated by the CEO or, in the
case of the CEO, by the Compensation Committee of the Board, are eligible to
participate in the Plan.





Policies under the
plan will insure the participant’s life and shall provide a death benefit equal
to the participant’s annual base salary as of a specified date.





A copy of the plan
was filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter
ended September 30, 2004.




**Executive
and Director Incentive Compensation Plan Awards**
 
 On March 3, 2005,
FirstEnergy notified the following executive officers that they were to receive
the indicated performance-based restricted stock unit awards and restricted
stock awards under the FirstEnergy Executive and Director Incentive Compensation
Plan:
 
 **Restricted**
    **Restricted****Stock
      Units****(1)**
    **Stock
      Shares**A. J.
      Alexander
    47,954
    --R. H.
      Marsh
    5,131
    --L. L.
      Vespoli
    5,644
    25,000(2)25,000(3)M. T.
      Clark
    4,950
    50,000(2)G. L.
      Pipitone
    3,863
    --R. R.
      Grigg
    16,901
    --
 
 (1)
    Period of
      Restriction expires upon the earlier of (i) March 1, 2008, (ii)
      recipient’s death, (iii) recipient’s termination
      from
      employment due to disability and (iv) a change in control
      occurs.
 
 (2)
    Period of
      Restriction expires upon the earlier of (i) March 1, 2010, (ii)
      recipient’s death, (iii) recipient’s termination
      from
      employment due to disability and (iv) a change in control
      occurs.
 
 (3)
    Period of
      Restriction expires upon the earlier of (i) March 1, 2015, (ii)
      recipient’s death, (iii) recipient’s termination
      from
      employment due to disability and (iv) a change in control
      occurs.




26




Each award become
effective upon acknowledgement by the recipient. The Plan gives recipients the
right to acquire stock after the Period of Restriction indicated above, and
subject to forfeiture and other provisions under the Plan and the agreements
between FirstEnergy and the recipient. The forms of the respective
performance-based restricted stock unit and restricted stock agreements are
filed as exhibits to this Annual Report on Form 10-K.





**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
FirstEnergy’s 2005 Proxy Statement filed with the SEC pursuant to Regulation 14A
and, with respect to Identification of Executive Officers, to “Part I,
Item 1. Business - Executive Officers” herein.





The Board of
Directors has determined that Ernest J. Novak, Jr., an independent director, is
the audit committee financial expert.





FirstEnergy makes
available on its website at http://www.firstenergycorp.com/ir its Corporate
Governance Policies and the charters for each of the following committees of the
Board of Directors: Audit; Corporate Governance; Compensation; Finance; and
Nuclear. The Corporate Governance Policies and Board committee charters are also
available in print upon written request to David W. Whitehead, Corporate
Secretary, FirstEnergy Corp., 76 South Main Street, Akron, OH
44308-1890.





FirstEnergy has
adopted a Code of Business Conduct, which applies to all employees, including
the Chief Executive Officer, the Chief Financial Officer and the Chief
Accounting Officer. In addition, the Board of Directors has its own Code of
Business Conduct. These Codes can be found on our website provided in the
previous paragraph or upon written request to the Corporate
Secretary.





Pursuant to Section
303A.12(a) of the New York Stock Exchange Listed Company Manual, the Company
submitted the Annual CEO Certification to the NYSE on June 16,
2004.





27





**OE,
Penn, CEI, TE, JCP&L, Met-Ed and Penelec**





A. J.
Alexander, R. H. Marsh and R. R. Grigg are the Directors of OE, Penn,
CEI, TE, Met-Ed and Penelec. Information concerning these individuals is shown
in the “Executive Officers” section of Item 1. S. E. Morgan,
C. E. Jones, L. L. Vespoli, B. S. Ewing, M. A. Julian,
G. E. Persson and S. C. Van Ness are the Directors of
JCP&L.





Mr. Ewing (Age 44)
has served as FirstEnergy Service Company’s Vice President - Energy Delivery
since 2003. From 1999 to 2003, Mr. Ewing served as Director of Operations
Services - Northern Region.





Mr. Julian (Age 48)
has served as FirstEnergy Service Company’s Vice President - Energy Delivery
since 2003. From 2001 to 2003, Mr. Julian served as Director of Energy Delivery
Technical Services. He was Director of Operations Services - Northern Region
from 2000 to 2001 and Director of Operations Support Services - Central Region
from 1999-2000.





Mrs. Persson (Age
74) has served in the New Jersey Division of Consumer Affairs Elder Fraud
Investigation Unit since 1999. She previously served as liaison (Special
Assistant Director) between the New Jersey Division of Consumer Affairs and
various state boards. Prior to 1995, she was owner and President of Business
Dynamics Associated of Red Bank, NJ. Mrs. Persson is a member of the United
States Small Business Administration National Advisory Board, the New Jersey
Small Business Advisory Council, the Board of Advisors of Brookdale Community
College and the Board of Advisors of Georgian Court College.





Mr. Van Ness (Age
71) has been Of Counsel in the firm of Hubert, Van Ness, Cayci and Goodell, LP
of Princeton, NJ since 1998. Prior to that he was affiliated with the law firm
of Pico, Mack, Kennedy, Jaffe, Perrella and Yoskin of Trenton, NJ since 1990. He
is also a director of The Prudential Insurance Company of America.





Information
concerning the other Directors of JCP&L is shown in the “Executive Officers”
section of Item 1.





**Section
      16(a) Beneficial Ownership Reporting Compliance - OE, Penn, CEI, TE,
      JCP&L, Met-Ed and Penelec**





Prior to February
2005, FirstEnergy and OE, Penn, CEI, TE, JCP&L, Met-Ed and Penelec (the
“Reporting Subsidiaries”) recommended to persons who were insiders of both
FirstEnergy and a Reporting Subsidiary or Reporting Subsidiaries that single
insider reports be filed with respect to FirstEnergy and the Reporting
Subsidiaries rather than separate reports for each. This position was based in
part on an instruction to the insider reporting forms that applies in the case
of registered public utility holding companies. Insiders of FirstEnergy and the
Reporting Subsidiaries filed Forms 3 in this manner and further, did not set
forth information about any Reporting Subsidiary on grounds that they had no
holdings of any such issuer.





It recently came to
FirstEnergy’s attention that there is a difference of opinion as to the proper
method of reporting where a subsidiary of a registered public utility holding
company has equity securities registered under the Securities Exchange Act of
1934 (as do the Reporting Subsidiaries). SEC guidance in this area is unclear,
and industry practice varies. After further review, FirstEnergy and the
Reporting Subsidiaries determined to recommend that their insiders follow a more
conservative approach and file separate reports for each Reporting
Subsidiary.





Accordingly, in
March 2005, Forms 3 will be filed on behalf of the following insiders
in respect of the Reporting Subsidiaries indicated: Richard H. Marsh, Leila L.
Vespoli, Charles E. Jones, Harvey L. Wagner, Thomas C. Navin, in each case, for
all of the Reporting Subsidiaries: Anthony J. Alexander and Richard R. Grigg, in
each case, for all of the Reporting Subsidiaries except JCP&L: Gelorma E.
Persson, Stanley C. Van Ness, Bradley S. Ewing, Mark A. Julian and Stephen E.
Morgan, in each case, for JCP&L; Kevin J. Keough, Thomas A. Clark
and Jeffrey A. Elser for OE, Ronald P. Lantzy for OE and Met-Ed;
Dennis E. Chack and Paul W. Allison for CEI; and James M. Murray and Charles H.
Krueger for TE. Although arguably these Forms are not required to be
filed at all particularly since the reporting persons have no holdings in
the Reporting Subsidiaries, the Reporting Subsidiaries nonetheless are reporting
these Forms 3 as having not yet been filed for purposes of this Report on Form
10-K.





**ITEM
      11.**
    **EXECUTIVE
      COMPENSATION**





**ITEM
      12.**
    **SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS**





28





**ITEM
      13.**
    **CERTAIN
      RELATIONSHIPS AND RELATED
TRANSACTIONS**





**FirstEnergy,
OE, CEI, TE, Penn, JCP&L, Met-Ed and Penelec** **-**





The information
required by Items 11, 12 and 13 is incorporated herein by reference to
FirstEnergy’s 2005 Proxy Statement filed with the SEC pursuant to Regulation
14A.





**ITEM
14.**  **PRINCIPAL
ACCOUNTING FEES AND SERVICES**





A summary of the
audit and audit-related fees rendered by PricewaterhouseCoopers LLP for the
years ended December 31, 2004 and 2003 are as follows:





**Audit
      Fees****(1)**
    
    **Audit-Related
      Fees****(2)****Company**
    
    **2004**
    
    **2003**
    
    **2004**
    
    **2003*****(In
      thousands)***OE
    
    $
    1,036
    
    $
    676
    
    $
    --
    
    $
    58CEI
    
    
    797
    
    
    806
    
    
    --
    
    
    54TE
    
    
    650
    
    
    684
    
    
    --
    
    
    48Penn
    
    
    624
    
    
    230
    
    
    --
    
    
    18JCP&L
    
    
    810
    
    
    402
    
    
    --
    
    
    28Met-Ed
    
    
    609
    
    
    377
    
    
    --
    
    
    22Penelec
    
    
    595
    
    
    275
    
    
    --
    
    
    22Other
      subsidiaries
    
    
    1,542
    
    
    983
    
    
    18
    
    
    182Total
      FirstEnergy
    
    $
    6,663
    
    $
    4,433
    
    $
    18
    
    $
    432




(1)
    Professional
      services rendered for the audits of FirstEnergy’s annual financial
      statements and reviews of financial statements included in FirstEnergy’s
      Quarterly Reports on Form 10-Q and for services in connection with
      statutory and regulatory filings or engagements, including comfort letters
      and consents for financings and filings made with the SEC.(2)
    Assurance and
      related services principally related to: (i) audits of employee benefit
      plans; (ii) consultation to ensure appropriate accounting and reporting in
      connection with FIN 46 and the Rate Stabilization Plan (OE, CEI and TE);
      and (iii) assistance with Sarbanes-Oxley.


**Tax and
Other Fees**






There were no fees
billed to FirstEnergy for tax services or other services not discussed above for
the years ended December 31, 2004 and December 31, 2003.







**PART
IV**





**ITEM
15.**  **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 2004 Annual Report to Stockholders (Exhibit 13 below)
at the pages indicated.





**First-**
      **Energy**
    
    **OE**
    
    **Penn**
    
    **CEI**
    
    **TE**
    
    **JCP&L**
    
    **Met-Ed**
    
    **Penelec**Management
      Report
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    1Report
      of Independent Registered Public Accounting Firm
    
    
    2
    
    
    2
    
    
    2
    
    
    2
    
    
    2
    
    
    2
    
    
    2
    
    
    2Statements
      of Income-Three Years Ended December 31, 2004
    
    
    39
    
    
    17
    
    
    14
    
    
    16
    
    
    17
    
    
    14
    
    
    14
    
    
    13Balance
      Sheets-December 31, 2004 and 2003
    
    
    40
    
    
    18
    
    
    15
    
    
    17
    
    
    18
    
    
    15
    
    
    15
    
    
    14Statements
      of Capitalization-December 31, 2004 and 2003
    
    
    41-43
    
    
    19-20
    
    
    16
    
    
    18
    
    
    19
    
    
    16
    
    
    16
    
    
    15Statements
      of Common Stockholders’ Equity-Three Years
      Ended
      December 31, 2004
    
    
    44
    
    
    21
    
    
    17
    
    
    19
    
    
    20
    
    
    17
    
    
    17
    
    
    16Statements
      of Preferred Stock-Three Years Ended
      December 31,
      2004
    
    
    45
    
    
    21
    
    
    17
    
    
    19
    
    
    20
    
    
    17
    
    
    17
    
    
    16Statements
      of Cash Flows-Three Years Ended December 31, 2004
    
    
    46
    
    
    22
    
    
    18
    
    
    20
    
    
    21
    
    
    18
    
    
    18
    
    
    17Statements
      of Taxes-Three Years Ended December 31, 2004
    
    
    47
    
    
    23
    
    
    19
    
    
    21
    
    
    22
    
    
    19
    
    
    18
    
    
    18Notes
      to Financial Statements
    
    
    48-85
    
    
    24-44
    
    
    20-35
    
    
    22-41
    
    
    23-43
    
    
    20-35
    
    
    20-36
    
    
    19-34








29





***2.***  ***Financial
Statement Schedules***





Included in Part IV
of this report:





**First**-
      **Energy**
    
    **OE**
    
    **Penn**
    
    **CEI**
    
    **TE**
    
    **JCP&L**
    
    **Met-Ed**
    
    **Penelec**Report
      of Independent Registered Public Accounting
      Firm
    
    
    65
    
    
    66
    
    
    69
    
    
    67
    
    
    68
    
    
    70
    
    
    71
    
    
    72Schedule**-**Three Years Ended December 31, 2004:
      II
      - Consolidated Valuation and Qualifying Accounts
    
    
    73
    
    
    74
    
    
    77
    
    
    75
    
    
    76
    
    
    78
    
    
    79
    
    
    80





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)4-2
    FirstEnergy
      Corp. to The Bank of New York, Supplemental Indenture, dated November 7,
      2001. (2001 Form 10-K, Exhibit 4-2)(C)10-1
    FirstEnergy
      Corp. Executive and Director Incentive Compensation Plan, revised
      November 15, 1999. (1999 Form 10-K, Exhibit 10-1)(C)10-2
    Amended
      FirstEnergy Corp. Deferred Compensation Plan for Directors, revised
      November 15, 1999. (1999 Form 10-K, Exhibit 10-2)(C)10-3
    Form of
      Employment, severance and change of control agreement between FirstEnergy
      Corp. and the following executive officers: L.L. Vespoli, C.B. Snyder, and
      R.H. Marsh, through December 31, 2005 (1999 Form 10-K, Exhibit
      10-3)(C)10-4
    FirstEnergy
      Corp. Supplemental Executive Retirement Plan, amended January 1,
      1999. (1999 Form 10-K, Exhibit 10-4)(C)10-5
    FirstEnergy
      Corp. Executive Incentive Compensation Plan. (1999 Form 10-K, Exhibit
      10-5)10-6
    Restricted
      stock agreement between FirstEnergy Corp. and A. J. Alexander. (1999
      Form 10-K, Exhibit 10-6)(C)10-7
    FirstEnergy
      Corp. Executive and Director Incentive Compensation Plan. (1998
      Form 10-K, Exhibit 10-1)(C)10-8
    Amended
      FirstEnergy Corp. Deferred Compensation Plan for Directors, amended
      February 15, 1999. (1998 Form 10-K,
      Exhibit 10-2)10-9
    Restricted
      Stock Agreement between FirstEnergy Corp. and A. J. Alexander. (2000 Form
      10-K, Exhibit 10-9)10-10
    Restricted
      Stock Agreement between FirstEnergy Corp. and H. P. Burg. (2000 Form 10-K,
      Exhibit 10-10)10-11
    Stock Option
      Agreement between FirstEnergy Corp. and officers dated November 22,
      2000. (2000 Form 10-K, Exhibit 10-11)










30
 **Exhibit**
 **Number**


10-12
    Stock Option
      Agreement between FirstEnergy Corp. and officers dated March 1, 2000.
      (2000 Form 10-K, Exhibit 10-12)10-13
    Stock Option
      Agreement between FirstEnergy Corp. and director dated January 1,
      2000. (2000 Form 10-K, Exhibit 10-13)10-14
    Stock Option
      Agreement between FirstEnergy Corp. and two directors dated
      January 1, 2001. (2000 Form 10-K, Exhibit 10-14)(C)10-15
    Executive and
      Director Incentive Compensation Plan dated May 15, 2001. (2001 Form 10-K,
      Exhibit 10-15)(C)10-16
    Amended
      FirstEnergy Corp. Deferred Compensation Plan for Directors, revised
      September 18, 2000. (2001 Form 10-K, Exhibit 10-16)10-17
    Stock Option
      Agreements between FirstEnergy Corp. and Officers dated May 16, 2001.
      (2001 Form 10-K, Exhibit 10-17)10-18
    Form of
      Restricted Stock Agreements between FirstEnergy Corp. and Officers. 
      (2001 Form 10-K, Exhibit 10-18)10-19
    Stock Option
      Agreements between FirstEnergy Corp. and One Director dated January 1,
      2002. (2001 Form 10-K, Exhibit 10-19)(C)10-20
    FirstEnergy
      Corp. Executive Deferred Compensation Plan. (2001 Form 10-K, Exhibit
      10-20)(C)10-21
    Executive
      Incentive Compensation Plan-Tier 2. (2001 Form 10-K, Exhibit
      20-21)(C)10-22
    Executive
      Incentive Compensation Plan-Tier 3. (2001 Form 10-K, Exhibit
      20-22)(C)10-23
    Executive
      Incentive Compensation Plan-Tier 4. (2001 Form 10-K, Exhibit
      10-23)(C)10-24
    Executive
      Incentive Compensation Plan-Tier 5. (2001 Form 10-K, Exhibit
      10-24)10-25
    Amendment to
      GPU, Inc. 1990 Stock Plan for Employees of GPU, Inc. and Subsidiaries,
      effective April 5, 2001. (2001 Form 10-K, Exhibit
10-25)(C)10-26
    Form of
      Amendment, effective November 7, 2001, to GPU, Inc. 1990 Stock Plan
      for Employees of GPU, Inc. and Subsidiaries, Deferred Remuneration Plan
      for Outside Directors of GPU, Inc., and Retirement Plan for Outside
      Directors of GPU, Inc. (2001 Form 10-K, Exhibit 10-26)10-27
    GPU, Inc.
      Stock Option and Restricted Stock Plan for MYR Group, Inc. Employees.
      (2001 Form 10-K, Exhibit 10-27)10-28
    Executive and
      Director Stock Option Agreement dated June 11, 2002. (2002 Form 10-K,
      Exhibit 10-28).10-29
    Director
      Stock Option Agreement. (2002 Form 10-K, Exhibit
10-29).(C)10-30
    Executive and
      Director Executive Incentive Compensation Plan, Amendment dated May 21,
      2002. (2002 Form 10-K, Exhibit 10-30).(C)10-31
    Directors
      Deferred Compensation Plan, Revised Nov. 19, 2002. (2002 Form 10-K,
      Exhibit 10-31).(C)10-32
    Executive
      Incentive Compensation Plan 2002. (2002 Form 10-K, Exhibit
      10-32).10-33
    GPU, Inc.
      1990 Stock Plan for Employees of GPU, Inc. and Subsidiaries as amended and
      restated to reflect amendments through June 3, 1999. (1999 Form 10-K,
      Exhibit 10-V, File No. 1-6047, GPU, Inc.)10-34
    Form of 1998
      Stock Option Agreement under the GPU, Inc. 1990 Stock Plan for Employees
      of GPU, Inc. and Subsidiaries. (1997 Form 10-K, Exhibit 10-Q, File No.
      1-6047, GPU, Inc.)





31
 **Exhibit**
 **Number**








10-35
    Form of 1999
      Stock Option Agreement under the GPU, Inc. 1990 Stock Plan for Employees
      of GPU, Inc. and Subsidiaries. (1999 Form 10-K, Exhibit 10-W, File No.
      1-6047, GPU, Inc.)10-36
    Form of 2000
      Stock Option Agreement under the GPU, Inc. 1990 Stock Plan for Employees
      of GPU, Inc. and Subsidiaries. (2000 Form 10-K, Exhibit 10-W, File No.
      1-6047, GPU, Inc.)(C)10-37
    Deferred
      Remuneration Plan for Outside Directors of GPU, Inc. as amended and
      restated effective August 8, 2000. (2000 Form 10-K, Exhibit 10-O, File No.
      1-6047, GPU, Inc.)(C)10-38
    Retirement
      Plan for Outside Directors of GPU, Inc. as amended and restated as of
      August 8, 2000. (2000 Form 10-K, Exhibit 10-N, File No. 1-6047, GPU,
      Inc.)(C)10-39
    Forms of
      Estate Enhancement Program Agreements entered into by certain former GPU
      directors. (1999 Form 10-K, Exhibit 10-JJ, File No. 1-6047, GPU,
      Inc.)





(A)10-40
    $1Billion
      Three-Year Credit Agreement dated as of June 22, 2004 among FirstEnergy
      Corp., the Banks named therein, Citicorp USA, Inc., as Administrative and
      Fronting Bank and Barclays Bank PLC as Fronting Bank.(A)10-41
    $375,000,000
      Three-Year Credit Agreement dated as of October 23, 2003 among FirstEnergy
      Corp., the Banks named therein, Citibank, N.A., as Administrative Agent
      and Bank One, NA, as Fronting Bank.(C)10-42
    Deferred
      Compensation Plan for Outside Directors, effective November 7, 2001,
      incorporated by reference to Exhibit 4(f), Form S-8, File No.
      333-101472.(C)10-43
    Employment
      Agreement between FirstEnergy and an officer dated July 20, 2004.
      (September 30, 2004 Form 10-Q, Exhibit 10-41).(C)10-44
    Stock Option
      Agreement between FirstEnergy and an officer dated August 20, 2004.
      (September 30, 2004 Form 10-Q, Exhibit 10-42).(C)10-45
    Restricted
      Stock Agreement between FirstEnergy and an officer dated August 20, 2004.
      (September 30, 2004 Form 10-Q, Exhibit 10-43).(C)10-46
    Executive
      Bonus Plan between FirstEnergy and Officers dated October 31, 2004.
      (September 30, 2004 Form 10-Q, Exhibit 10-44).(A)(C)10-47
    Form of
      Employment, Severance, and Change of Control Agreement, between
      FirstEnergy and A. J. Alexander.(A)(C)10-48
    Form of
      Employment, Severance, and Change of Control Agreement, Tier 1, between
      FirstEnergy and the following executive officers: C.B. Snyder, L.L.
      Vespoli, and R.H. Marsh (effective January 1, 2006).(A)(C)10-49
    Form of
      Employment, Severance, and Change of Control Agreement, Tier 1, between
      FirstEnergy and the following executive officers: L.M. Cavalier, M.T.
      Clark, and R.R. Grigg.(A)(C)10-50
    Form of
      Employment, Severance, and Change of Control Agreement, Tier 2, between
      FirstEnergy and the following executive officers: K.J. Keough and K.W.
      Dindo (effective January 1, 2006).(A)(C)10-51
    Form of
      Employment, Severance, and Change of Control Agreement, Tier 2, between
      FirstEnergy and G. L. Pipitone.(A)(C)10-52
    Executive and
      Director Incentive Compensation Plan, Amendment dated January 18,
      2005.(A)(C)10-53
    Form of
      Restricted Stock Agreements, between FirstEnergy and Officers(A)(C)10-54
    Form of
      Restricted Stock Unit Agreements (Performance Adjusted), between
      FirstEnergy and Officers(A)(C)10-55
    Form of
      Restricted Stock Agreement, between FirstEnergy and an
  Officer.(A)12.1
    Consolidated
      fixed charge ratios.
   32
 **Exhibit**
**Number**
 (A)13
    FirstEnergy
      2004 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,
  2004.(A)23
    Consent of
      Independent Registered Public Accounting Firm.(A)31.1
    Certification
      of chief executive officer, as adopted pursuant to Rule
      13a-15(e)/15d-15(e) (FirstEnergy, OE, CEI, TE, Penn, Met-Ed and
      Penelec).(A)31.2
    Certification
      of chief financial officer, as adopted pursuant to Rule
      13a-15(e)/15d-15(e) (FirstEnergy, OE, CEI, TE, Penn, JCP&L, Met-Ed and
      Penelec).
  (A)32.1
    Certification
      of chief executive officer and chief financial officer, pursuant to 18
      U.S.C. §1350 (FirstEnergy, OE, CEI, TE, Penn, Met-Ed and
      Penelec).





(A)
    Provided
      herein in electronic format as an exhibit.(C)
    Management
      contract or compensatory plan contract or arrangement filed pursuant to
      Item 601 of Regulation S-K.





***(B)***
    ***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)(A)3-2
    Amendment to
      Articles of Incorporation, Effective November 12, 19993-3
    Amended and
      Restated Code of Regulations, amended March 15, 2002. (2001 Form 10-K,
      Exhibit 3-2)(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:





**Incorporated
      by****Reference
      to****Dated
      as of**
    **File
      Reference**
    **Exhibit
      No.**March 3, 1931
    2-1725
    B1,
      B-1(a),B-1(b)November 1, 1935
    2-2721
    B-4January 1, 1937
    2-3402
    B-5September 1, 1937
    Form
      8-A
    B-6June 13, 1939
    2-5462
    7(a)-7August 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)
  33
 **Exhibit**
 **Number**
 Dated
      as of
    File
      Reference
    Exhibit
      No.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)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
    1-2578
    (4)(2)April 1,
      1998
    1-2578
    (4)(2)June 1,
      1998
    1-2578
    (4)(2)September 29,
      1999
    1-2578
    (4)(2)April 1,
      2000
    1-2578
    (4)(2)(a)April 1,
      2000
    1-2578
    (4)(2)(b)June 1,
      2001
    1-2578February 1, 2003
    1-2578
    4(2)March 1, 2003
    1-2578
    4(2)August 1, 2003
    1-2578
    4(2)(A)June 1, 2004
    1-2578
    4(2)(A)June 1, 2004
    1-2578
    4(2)(A)December 1, 2004
    1-2578
    4(2)





(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, as amended and
      supplemented by Supplemental Indentures; (Registration No. 333-05277,
      Exhibit 4(g)).





34
 **Exhibit**
 **Number**
 ****


**Incorporated
      by****Reference
      to****Dated
      as of**
    **File
      Reference**
    **Exhibit
      No.**February 1,
      2003
    1-2578
    4-2March 1,
      2003
    1-2578
    4-2August 1,
      2003
    1-2578
    4-2(A)June 1,
      2004
    1-2578
    4-2(A)June 1,
      2004
    1-2578
    4-2(A)December
      1, 2004
    1-2578
    4-2


****


4-3
    Indenture
      dated as of April 1, 2003 between OE and The Bank of New York, as
      Trustee.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
    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)
  35
 **Exhibit**
**Number**
 10-16
    Amendment
      No. 4 dated as of July 1, 1985 to the Bond Guaranty dated as
      October 1, 1973, as amended, by the CAPCO Companies to National City
      Bank as Bond Trustee. (1985 Form 10-K,
      Exhibit 10-30)10-17
    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)10-18
    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)
  10-19
    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)10-20
    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)





10-21
    Memorandum of
      Understanding dated March 31, 1985 among the CAPCO Companies. (1985
      Form 10-K, Exhibit 10-35)(C)10-22
    Ohio Edison
      System Executive Supplemental Life Insurance Plan. (1995 Form 10-K,
      Exhibit 10-44)(C)10-23
    Ohio Edison
      System Executive Incentive Compensation Plan. (1995 Form 10-K,
      Exhibit 10-45.)(C)10-24
    Ohio Edison
      System Restated and Amended Executive Deferred Compensation Plan. (1995
      Form 10-K, Exhibit 10-46.)(C)10-25
    Ohio Edison
      System Restated and Amended Supplemental Executive Retirement Plan. (1995
      Form 10-K, Exhibit 10-47.)(C)10-28
    Severance pay
      agreement between Ohio Edison Company and A. J. Alexander. (1995
      Form 10-K, Exhibit 10-50.)(D)10-30
    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)10-31
    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)10-32
    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)10-33
    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.)
  36
 **Exhibit**
**Number**
 (D)10-34
    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, 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 10-49.)(D)10-35
    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)10-36
    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)10-37
    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)10-38
    Amendment
      No. 1 dated as of September 1, 1987 to Facility Lease dated as
      of March 16, 1997 between The First National Bank of Boston, as Owner
      Trustee, Lessor and Ohio Edison Company, Lessee. (1991 Form 10-K,
      Exhibit 10-49.)(D)10-39
    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)10-40
    Amendment
      No. 3 dated as of November 24, 1992 to Facility Lease dated as
      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)10-41
    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)10-42
    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)10-43
    Letter
      Agreement dated as of March 19, 1987 between Ohio Edison Company,
      Lessee, and The First National Bank of Boston, 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)10-44
    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)10-45
    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)10-46
    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.)
  37
 **Exhibit**
**Number**
 (D)10-47
    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)10-48
    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)10-49
    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)10-50
    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)10-51
    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)10-52
    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)10-53
    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)10-54
    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)10-55
    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)10-56
    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)10-57
    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.)10-58
    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.)10-59
    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.)
  38
 **Exhibit**
**Number**
 10-60
    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.)
  10-61
    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, PNNP 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.)





10-62
    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.)10-63
    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.)10-64
    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.)10-65
    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.)10-66
    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.)10-67
    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.)10-68
    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.)10-69
    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.)10-70
    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.)
  39
 **Exhibit**
**Number**
 10-71
    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.)10-72
    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.)
  ****
 10-73
    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.)





10-74
    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.)10-75
    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.)10-76
    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.)10-77
    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.)10-78
    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.)10-79
    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.)10-80
    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.)10-81
    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.)10-82
    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.)10-83
    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.)
  40
 **Exhibit**
**Number**
 10-84
    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.)
  ****
 10-85
    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.)





10-86
    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.)10-87
    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.)10-89
    Guarantee
      Agreement entered into by Ohio Edison Company dated as of January 17,
      1991. (1990 Form 10-K, Exhibit 10-64.)10-90
    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.)10-91
    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.)10-92
    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.)10-93
    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.)10-94
    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.)10-95
    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)10-96
    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)10-97
    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.)
  41
 **Exhibit**
**Number**
 (E)10-98
    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)10-99
    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)10-100
    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)10-101
    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)10-102
    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)10-103
    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)10-104
    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)10-105
    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)10-106
    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)10-107
    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)10-108
    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)10-109
    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.)
  42
 **Exhibit**
**Number**
 (E)10-110
    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)10-111
    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)10-112
    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)10-113
    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)10-114
    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)10-115
    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)10-116
    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)10-117
    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)10-118
    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 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 28-14.)(F)10-119
    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)10-120
    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)10-121
    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.)
  43
 **Exhibit**
**Number**
 (F)10-122
    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)10-123
    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)10-124
    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 Chrysler Consortium Corporation, Lessor, and Ohio
      Edison Company, Lessee. (1987 Form 10-K,
      Exhibit 28-16.)(F)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 Chrysler Consortium Corporation, as Owner
      Participant, and Ohio Edison Company, as Lessee. (1992 Form 10-K,
      Exhibit 10-118.)(F)10-126
    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)10-127
    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)10-128
    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)10-129
    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)10-130
    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)10-131
    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)10-132
    Tax
      Indemnification Agreement dated as of September 15, 1987, between
      Chrysler Consortium Corporation, as Owner Participant, and Ohio Edison
      Company, Lessee. (1987 Form 10-K, Exhibit 28-21.)(F)10-133
    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)10-134
    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)10-135
    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.)
  44
 **Exhibit**
**Number**
 (F)10-136
    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)10-137
    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.)10-138
    Operating
      Agreement dated March 10, 1987 with respect to Perry Unit No. 1
      between the CAPCO Companies. (1987 Form 10-K,
      Exhibit 28-24.)10-139
    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.)10-140
    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.)10-141
    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.)10-142
    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.)10-143
    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.)10-144
    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)10-145
    Electric
      Power Supply Agreement, between the Cleveland Electric Illuminating
      Company, Ohio Edison Company, Pennsylvania Power Company, the Toledo
      Edison Company, and First Energy Solutions Corp. (f.k.a. FirstEnergy
      Services Corp.), dated January 1, 2001.(A)10-146
    Revised
      Electric Power Supply Agreement, between FirstEnergy Solutions Corp., the
      Cleveland Electric Illuminating Company, Ohio Edison Company, Pennsylvania
      Power Company, and the Toledo Edison Company, dated October 1,
      2003.(A)10-147
    Master
      Facility Lease, between Ohio Edison Company, Pennsylvania Power Company,
      the Cleveland Electric Illuminating Company, the Toledo Edison Company,
      and FirstEnergy Generation Corp., dated January 1,
2001.(A)10-148
    $125,000,000
      Three-Year Credit Agreement dated as of October 23, 2003 by and among Ohio
      Edison Company, Citibank, N.A., as Administrative Agent, and the other
      lenders named therein.(A)10-149
    $250,000,000
      Credit Agreement dated as of May 12, 2003 by and among Ohio Edison
      Company, JPMorgan Chase Bank, as Administrative Agent, and the other
      lenders named therein.(A)12.2
    Consolidated
      fixed charge ratios.(A)13.1
    OE 2004
      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,
  2004.
  45
 **Exhibit**
**Number**
 (A)23.1
    Consent of
      Independent Registered Public Accounting Firm.(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
    Amended and
      Restated Articles of Incorporation, as amended March 15, 2002. (2001 Form
      10-K, Exhibit 3-1)3-2
    Amended and
      Restated By-Laws of Penn, as amended March 15, 2002. (2001 Form 10-K,
      Exhibit 3-2)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)(1)-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.)
  46
 **Exhibit**
**Number**
 4-4
    Supplemental
      Indenture dated as of June 1, 1998, between Penn and Citibank, N. A.,
      as Trustee. (1998 Form 10-K,
Exhibit 4-4.)




4-5
    Supplemental
      Indenture dated as of September 29, 1999, between Penn and Citibank,
      N.A., as Trustee. (1999 Form 10-K, Exhibit 4-5.)4-6
    Supplemental
      Indenture dated as of November 15, 1999, between Penn and Citibank,
      N.A., as Trustee. (1999 Form 10-K, Exhibit 4-6.)4-7
    Supplemental
      Indenture dated as of June 1, 2001. (2001 Form 10-K, Exhibit
      4-7)(A)4-8
    Supplemental
      Indenture dated as of December 1, 2004.10-1
    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.)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
    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.)





47
 **Exhibit**
 **Number**





(B)10-16
    Ohio Edison
      System Executive Supplemental Life Insurance Plan. (1995 Form 10-K,
      Exhibit 10-44, File No. 1-2578, Ohio Edison
      Company.)(B)10-17
    Ohio Edison
      System Executive Incentive Compensation Plan. (1995 Form 10-K,
      Exhibit 10-45, File No. 1-2578, Ohio Edison
      Company.)(B)10-18
    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)10-19
    Ohio Edison
      System Restated and Amended Supplemental Executive Retirement Plan. (1995
      Form 10-K, Exhibit 10-47, File No. 1-2578, Ohio Edison
      Company.)10-20
    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.)10-21
    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.)10-22
    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.)10-23
    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.)10-24
    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.)10-25
    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.)10-26
    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.)10-27
    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.)10-28
    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.)10-29
    Electric
      Power Supply Agreement, between the Cleveland Electric Illuminating
      Company, Ohio Edison Company, Pennsylvania Power Company, the Toledo
      Edison Company, and First Energy Solutions Corp. (f.k.a. FirstEnergy
      Services Corp.), dated January 1, 2001. (Filed as Ohio Edison Exhibit
      10-145 in 2004 Form 10-K)10-30
    Revised
      Electric Power Supply Agreement, between FirstEnergy Solutions Corp., the
      Cleveland Electric Illuminating Company, Ohio Edison Company, Pennsylvania
      Power Company, and the Toledo Edison Company, dated October 1, 2003.
      (Filed as Ohio Edison Exhibit 10-146 in 2004 Form
10-K)







48
 **Exhibit**
 **Number**








10-31
    Master
      Facility Lease, between Ohio Edison Company, Pennsylvania Power Company,
      the Cleveland Electric Illuminating Company, the Toledo Edison Company,
      and FirstEnergy Generation Corp., dated January 1, 2001. (Filed as Ohio
      Edison Exhibit 10-147 in 2004 Form 10-K)(A)12.5
    Fixed Charge
      Ratios(A)13.4
    Penn 2004
      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)21.4
    List of
      Subsidiaries of the Registrant at December 31, 2004.(A)23.2
    Consent of
      Independent Registered Public Accounting Firm.(A)
    Provided
      herein in electronic format as an exhibit.(B)
    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.(C)
    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).





49
 **Exhibit**
 **Number**








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, Lessee
      (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).





50
 **Exhibit**
 **Number**








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. 33-0128,
      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).





51
 **Exhibit**
 **Number**








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).





52
 **Exhibit**
 **Number**




***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).3c
    Amended and
      Restated Code of Regulations, dated March 15, 2002, incorporated by
      reference to Exhibit 3-2, 2001 Form 10-K, File No.
  1-02323.(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 7,
      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 (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).




















53
 **Exhibit**
 **Number**








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,
      1986 (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. 1-2323).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).4b(81)
    September 29,
      1999. (Exhibit 4b(81), 1999 Form 10-K, File No.
1-2323).4b(82)
    January 15,
      2000. (Exhibit 4b(82), 1999 Form 10-K, File No.
1-2323).4b(83)
    May 15, 2002
      (Exhibit 4b(83), 2002 Form 10-K, File No. 1-2323).4b(84)
    October 1,
      2002 (Exhibit 4b(84), 2002 Form 10-K, File No. 1-2323).4b(85)
    Supplemental
      Indenture dated as of September 1, 2004 (Exhibit 4-1(85), September 2004
      10-Q, File No. 1-2323).4b(86)
    Supplemental
      Indenture dated as of October 1, 2004 (Exhibit 4-1(86), September 2004
      10-Q, 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).4-1
    Indenture
      dated as of December 1, 2003 between CEI and JPMorgan Chase Bank, as
      Trustee, Incorporated by reference to Exhibit 4-8, 2003 Annual Report on
      Form 10-K, SEC File No. 1-02323.10-1
    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).)





54
 **Exhibit**
 **Number**





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).10-6
    Electric
      Power Supply Agreement, between the Cleveland Electric Illuminating
      Company, Ohio Edison Company, Pennsylvania Power Company, the Toledo
      Edison Company, and First Energy Solutions Corp. (f.k.a. FirstEnergy
      Services Corp.), dated January 1, 2001. (Filed as Ohio Edison Exhibit
      10-145 in 2004 Form 10-K)10-7
    Revised
      Electric Power Supply Agreement, between FirstEnergy Solutions Corp., the
      Cleveland Electric Illuminating Company, Ohio Edison Company, Pennsylvania
      Power Company, and the Toledo Edison Company, dated October 1, 2003.
      (Filed as Ohio Edison Exhibit 10-146 in 2004 Form 10-K)10-8
    Master
      Facility Lease, between Ohio Edison Company, Pennsylvania Power Company,
      the Cleveland Electric Illuminating Company, the Toledo Edison Company,
      and FirstEnergy Generation Corp., dated January 1, 2001. (Filed as Ohio
      Edison Exhibit 10-147 in 2004 Form 10-K)(A)12.3
    Consolidated
      fixed charge ratios.(A)13.2
    CEI 2004
      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,
  2004.(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 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
    Amended and
      Restated Code of Regulations, dated March 15, 2002. (2001 Form 10-K,
      Exhibit 3b)(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 Chase Manhattan Bank (National Association))
      (Exhibit 2(b), File No. 2-26908).





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).





55
 **Exhibit**
 **Number**





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).4b(47)
    August 1,
      1997 (Exhibit 4b(47), 1998 Form 10-K,
      File No. 1-3583).4b(48)
    June 1,
      1998 (Exhibit 4b (48), 1998 Form 10-K,
      File No. 1-3583).4b(49)
    January 15,
      2000 (Exhibit 4b(49), 1999 Form 10-K, File
    No. 1-3583).4b(50)
    May 1,
      2000 (Exhibit 4b(50), 2000 Form 10-K, File No. 1-3583).4b(51)
    September 1,
      2000 (Exhibit 4b(51), 2002 Form 10-K, File No. 1-3583).4b(52)
    October 1,
      2002 (Exhibit 4b(52), 2002 Form 10-K, File No. 1-3583).4b(53)
    April 1, 2003
      (Exhibit 4b(53).10-1
    Electric
      Power Supply Agreement, between the Cleveland Electric Illuminating
      Company, Ohio Edison Company, Pennsylvania Power Company, the Toledo
      Edison Company, and First Energy Solutions Corp. (f.k.a. FirstEnergy
      Services Corp.), dated January 1, 2001.(Filed as Ohio Edison Exhibit
      10-145 in 2004 Form 10-K)10-2
    Revised
      Electric Power Supply Agreement, between FirstEnergy Solutions Corp., the
      Cleveland Electric Illuminating Company, Ohio Edison Company, Pennsylvania
      Power Company, and the Toledo Edison Company, dated October 1, 2003.
      (Filed as Ohio Edison Exhibit 10-146 in 2004 Form 10-K)10-3
    Master
      Facility Lease, between Ohio Edison Company, Pennsylvania Power Company,
      the Cleveland Electric Illuminating Company, the Toledo Edison Company,
      and FirstEnergy Generation Corp., dated January 1, 2001. (Filed as Ohio
      Edison Exhibit 10-147 in 2004 Form 10-K)(A)12.4
    Consolidated
      fixed charge ratios.(A)13.3
    TE 2004
      Annual Report to Stockholders. (Only those portions expressly incorporated
      by reference in this Form 10-K are to be deemed “filed” with the
      SEC.)












56
 **Exhibit**
 **Number**








(A)21.3
    List of
      Subsidiaries of the Registrant at December 31,
  2004.(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.





***3.***
    ***Exhibits
      - Exhibits for Jersey Central Power & Light Company
      (JCP&L)***





3-A
    Restated
      Certificate of Incorporation of JCP&L, as amended - Incorporated by
      reference to Exhibit 3-A, 1990 Annual Report on Form 10-K, SEC File No.
      1-3141.3-A-1
    Certificate
      of Amendment to Restated Certificate of Incorporation of JCP&L, dated
      June 19, 1992 - Incorporated by reference to Exhibit A-2(a), Certificate
      Pursuant to Rule 24, SEC File No. 70-7949.3-A-2
    Certificate
      of Amendment to Restated Certificate of Incorporation of JCP&L, dated
      June 19, 1992 - Incorporated by reference to Exhibit A-2(a)(i),
      Certificate Pursuant to Rule 24, SEC File No. 70-7949.3-B
    By-Laws of
      JCP&L, as amended May 25, 1993 - Incorporated by reference to Exhibit
      3-B, 1993 Annual Report on Form 10-K, SEC File No.
  1-3141.4-A
    Indenture of
      JCP&L, dated March 1, 1946, between JCP&L and United States
      Trust Company of New York, Successor Trustee, as amended and supplemented
      by eight supplemental indentures dated December 1, 1948 through June 1,
      1960 - Incorporated by reference to JCP&L’s Instruments of
      Indebtedness Nos. 1 to 7, inclusive, and 9 and 10 filed as part of
      Amendment No. 1 to 1959 Annual Report of GPU on Form U5S, SEC File Nos.
      30-126 and 1-3292.4-A-1
    Ninth
      Supplemental Indenture of JCP&L, dated November 1, 1962 - Incorporated
      by reference to Exhibit 2-C, Registration No. 2-20732.4-A-2
    Tenth
      Supplemental Indenture of JCP&L, dated October 1, 1963 - Incorporated
      by reference to Exhibit 2-C, Registration No. 2-21645.4-A-3
    Eleventh
      Supplemental Indenture of JCP&L, dated October 1, 1964 - Incorporated
      by reference to Exhibit 5-A-3, Registration No.
2-59785.4-A-4
    Twelfth
      Supplemental Indenture of JCP&L, dated November 1, 1965 - Incorporated
      by reference to Exhibit 5-A-4, Registration No.
2-59785.4-A-5
    Thirteenth
      Supplemental Indenture of JCP&L, dated August 1, 1966 - Incorporated
      by reference to Exhibit 4-C, Registration No. 2-25124.4-A-6
    Fourteenth
      Supplemental Indenture of JCP&L, dated September 1, 1967 -
      Incorporated by reference to Exhibit 5-A-6, Registration No.
      2-59785.4-A-7
    Fifteenth
      Supplemental Indenture of JCP&L, dated October 1, 1968 - Incorporated
      by reference to Exhibit 5-A-7, Registration No.
2-59785.4-A-8
    Sixteenth
      Supplemental Indenture of JCP&L, dated October 1, 1969 - Incorporated
      by reference to Exhibit 5-A-8, Registration No.
2-59785.4-A-9
    Seventeenth
      Supplemental Indenture of JCP&L, dated June 1, 1970 - Incorporated by
      reference to Exhibit 5-A-9, Registration No. 2-59785.4-A-10
    Eighteenth
      Supplemental Indenture of JCP&L, dated December 1, 1970 - Incorporated
      by reference to Exhibit 5-A-10, Registration No.
  2-59785.





57
 **Exhibit**
 **Number**








4-A-11
    Nineteenth
      Supplemental Indenture of JCP&L, dated February 1, 1971 - Incorporated
      by reference to Exhibit 5-A-11, Registration No.
  2-59785.4-A-12
    Twentieth
      Supplemental Indenture of JCP&L, dated November 1, 1971 - Incorporated
      by reference to Exhibit 5-A-12, Registration No.
  2-59875.4-A-13
    Twenty-first
      Supplemental Indenture of JCP&L, dated August 1, 1972 - Incorporated
      by reference to Exhibit 5-A-13, Registration No.
  2-59785.4-A-14
    Twenty-second
      Supplemental Indenture of JCP&L, dated August 1, 1973 - Incorporated
      by reference to Exhibit 5-A-14, Registration No.
  2-59785.4-A-15
    Twenty-third
      Supplemental Indenture of JCP&L, dated October 1, 1973 - Incorporated
      by reference to Exhibit 5-A-15, Registration No.
  2-59785.4-A-16
    Twenty-fourth
      Supplemental Indenture of JCP&L, dated December 1, 1973 - Incorporated
      by reference to Exhibit 5-A-16, Registration No.
  2-59785.4-A-17
    Twenty-fifth
      Supplemental Indenture of JCP&L, dated November 1, 1974 - Incorporated
      by reference to Exhibit 5-A-17, Registration No.
  2-59785.4-A-18
    Twenty-sixth
      Supplemental Indenture of JCP&L, dated March 1, 1975 - Incorporated by
      reference to Exhibit 5-A-18, Registration No. 2-59785.4-A-19
    Twenty-seventh
      Supplemental Indenture of JCP&L, dated July 1, 1975 - Incorporated by
      reference to Exhibit 5-A-19, Registration No. 2-59785.4-A-20
    Twenty-eighth
      Supplemental Indenture of JCP&L, dated October 1, 1975 - Incorporated
      by reference to Exhibit 5-A-20, Registration No.
  2-59785.4-A-21
    Twenty-ninth
      Supplemental Indenture of JCP&L, dated February 1, 1976 - Incorporated
      by reference to Exhibit 5-A-21, Registration No.
  2-59785.4-A-22
    Supplemental
      Indenture No. 29A of JCP&L, dated May 31, 1976 - Incorporated by
      reference to Exhibit 5-A-22, Registration No. 2-59785.4-A-23
    Thirtieth
      Supplemental Indenture of JCP&L, dated June 1, 1976 - Incorporated by
      reference to Exhibit 5-A-23, Registration No. 2-59785.4-A-24
    Thirty-first
      Supplemental Indenture of JCP&L, dated May 1, 1977 - Incorporated by
      reference to Exhibit 5-A-24, Registration No. 2-59785.4-A-25
    Thirty-second
      Supplemental Indenture of JCP&L, dated January 20, 1978 - Incorporated
      by reference to Exhibit 5-A-25, Registration No.
  2-60438.4-A-26
    Thirty-third
      Supplemental Indenture of JCP&L, dated January 1, 1979 - Incorporated
      by reference to Exhibit A-20(b), Certificate Pursuant to Rule 24, SEC File
      No. 70-6242.4-A-27
    Thirty-fourth
      Supplemental Indenture of JCP&L, dated June 1, 1979 - Incorporated by
      reference to Exhibit A-28, Certificate Pursuant to Rule 24, SEC File No.
      70-6290.4-A-28
    Thirty-sixth
      Supplemental Indenture of JCP&L, dated October 1, 1979 - Incorporated
      by reference to Exhibit A-30, Certificate Pursuant to Rule 24, SEC File
      No. 70-6354.4-A-29
    Thirty-seventh
      Supplemental Indenture of JCP&L, dated September 1, 1984 -
      Incorporated by reference to Exhibit A-1(cc), Certificate Pursuant to Rule
      24, SEC File No. 70-7001.4-A-30
    Thirty-eighth
      Supplemental Indenture of JCP&L, dated July 1, 1985 - Incorporated by
      reference to Exhibit A-1(dd), Certificate Pursuant to Rule 24, SEC File
      No. 70-7109.4-A-31
    Thirty-ninth
      Supplemental Indenture of JCP&L, dated April 1, 1988 - Incorporated by
      reference to Exhibit A-1(a), Certificate Pursuant to Rule 24, SEC File No.
      70-7263.





58
 **Exhibit**
 **Number**








4-A-32
    Fortieth
      Supplemental Indenture of JCP&L, dated June 14, 1988 - Incorporated by
      reference to Exhibit A-1(ff), Certificate Pursuant to Rule 24, SEC File
      No. 70-7603.4-A-33
    Forty-first
      Supplemental Indenture of JCP&L, dated April 1, 1989 - Incorporated by
      reference to Exhibit A-1(gg), Certificate Pursuant to Rule 24, SEC File
      No. 70-7603.4-A-34
    Forty-second
      Supplemental Indenture of JCP&L, dated July 1, 1989 - Incorporated by
      reference to Exhibit A-1(hh), Certificate Pursuant to Rule 24, SEC File
      No. 70-7603.4-A-35
    Forty-third
      Supplemental Indenture of JCP&L, dated March 1, 1991 - Incorporated by
      reference to Exhibit 4-A-35, Registration No. 33-45314.4-A-36
    Forty-fourth
      Supplemental Indenture of JCP&L, dated March 1, 1992 - Incorporated by
      reference to Exhibit 4-A-36, Registration No. 33-49405.4-A-37
    Forty-fifth
      Supplemental Indenture of JCP&L, dated October 1, 1992 - Incorporated
      by reference to Exhibit 4-A-37, Registration No.
  33-49405.4-A-38
    Forty-sixth
      Supplemental Indenture of JCP&L, dated April 1, 1993 - Incorporated by
      reference to Exhibit C-15, 1992 Annual Report of GPU on Form U5S, SEC File
      No. 30-126.4-A-39
    Forty-seventh
      Supplemental Indenture of JCP&L, dated April 10, 1993 - Incorporated
      by reference to Exhibit C-16, 1992 Annual Report of GPU on Form U5S, SEC
      File No. 30-126.4-A-40
    Forty-eighth
      Supplemental Indenture of JCP&L, dated April 15, 1993 - Incorporated
      by reference to Exhibit C-17, 1992 Annual Report of GPU on Form U5S, SEC
      File No. 30-126.4-A-41
    Forty-ninth
      Supplemental Indenture of JCP&L, dated October 1, 1993 - Incorporated
      by reference to Exhibit C-18, 1993 Annual Report of GPU on Form U5S, SEC
      File No. 30-126.4-A-42
    Fiftieth
      Supplemental Indenture of JCP&L, dated August 1, 1994 - Incorporated
      by reference to Exhibit C-19, 1994 Annual Report of GPU on Form U5S, SEC
      File No. 30-126.4-A-43
    Fifty-first
      Supplemental Indenture of JCP&L, dated August 15, 1996 - Incorporated
      by reference to Exhibit 4-A-43, 1996 Annual Report on Form 10-K, SEC File
      No. 1-6047.4-A-44
    Fifty-second
      Supplemental Indenture of JCP&L, dated July 1, 1999 - Incorporated by
      reference to Exhibit 4-B-44, Registration No.
333-88783.4-A-45
    Fifty-third
      Supplemental Indenture of JCP&L, dated November 1, 1999 - Incorporated
      by reference to Exhibit 4-A-45, 1999 Annual Report on Form 10-K, SEC File
      No. 1-3141.4-A-46
    Subordinated
      Debenture Indenture of JCP&L, dated May 1, 1995 - Incorporated by
      reference to Exhibit A-8(a), Certificate Pursuant to Rule 24, SEC File No.
      70-8495.4-A-47
    Fifty-fourth
      Supplemental Indenture of JCP&L, dated May 1, 2001, Incorporated by
      reference to Exhibit 4-4, 2001 Annual Report on Form 10-K, SEC File No.
      1-3141.(A)4-A-48
    Fifty-fifth
      Supplemental Indenture of JCP&L, dated April 23,
  2004.4-D
    Amended and
      Restated Limited Partnership Agreement of JCP&L Capital, L.P., dated
      May 11, 1995 - Incorporated by reference to Exhibit A-5(a), Certificate
      Pursuant to Rule 24, SEC File No. 70-8495.4-E
    Action
      Creating Series A Preferred Securities of JCP&L Capital, L.P., dated
      May 11, 1995 - Incorporated by reference to Exhibit A-6(a), Certificate
      Pursuant to Rule 24, SEC File No. 70-8495.4-F
    Payment and
      Guarantee Agreement of JCP&L, dated May 18, 1995 - Incorporated by
      reference to Exhibit B-1(a), Certificate Pursuant to Rule 24, SEC File No.
      70-8495.(A)
      12.6
    Consolidated
      fixed charge ratios - JCP&L.





59
 **Exhibit**
 **Number**








(A)
      13.5
    JCP&L
      2004 Annual Report to Stockholders (Only those portions expressly
      incorporated by reference in this Form 10-K are to be deemed "filed" with
      SEC.)(A)21.5
    List of
      Subsidiaries of JCP&L at December 31, 2004.(A)31.3
    Certification
      of chief executive officer, as adopted pursuant to Rule
      13a-15(e)/15d-15(e).(A)32.2
    Certification
      of chief executive officer and chief financial officer, pursuant to 18
      U.S.C. Section 1350.(A)
    Provided
      herein electronic format as an exhibit.





**3. Exhibits
- Exhibits for Metropolitan Edison Company (Met-Ed)**





3-C
    Restated
      Articles of Incorporation of Met-Ed, dated March 8, 1999 - Incorporated by
      reference to Exhibit 3-E, 1999 Annual Report on Form 10-K, SEC File No.
      1-446.3-D
    By-Laws of
      Met-Ed as amended May 16, 2000, Incorporated by reference to Exhibit 3-F,
      2000 Annual Report on Form 10-K, SEC File No. 1-06047.4-B
    Indenture of
      Met-Ed, dated November 1, 1944, between Met-Ed and United States Trust
      Company of New York, Successor Trustee, as amended and supplemented by
      fourteen supplemental indentures dated February 1, 1947 through May 1,
      1960 - Incorporated by reference to Met-Ed’s Instruments of Indebtedness
      Nos. 1 to 14 inclusive, and 16, filed as part of Amendment No. 1 to 1959
      Annual Report of GPU on Form U5S, SEC File Nos. 30-126 and
      1-3292.4-B-1
    Supplemental
      Indenture of Met-Ed, dated December 1, 1962 - Incorporated by reference to
      Exhibit 2-E(1), Registration No. 2-59678.4-B-2
    Supplemental
      Indenture of Met-Ed, dated March 20, 1964 - Incorporated by reference to
      Exhibit 2-E(2), Registration No. 2-59678.4-B-3
    Supplemental
      Indenture of Met-Ed, dated July 1, 1965 - Incorporated by reference to
      Exhibit 2-E(3), Registration No. 2-59678.4-B-4
    Supplemental
      Indenture of Met-Ed, dated June 1, 1966 - Incorporated by reference to
      Exhibit 2-B-4, Registration No. 2-24883.4-B-5
    Supplemental
      Indenture of Met-Ed, dated March 22, 1968 - Incorporated by reference to
      Exhibit 4-C-5, Registration No. 2-29644.4-B-6
    Supplemental
      Indenture of Met-Ed, dated September 1, 1968 - Incorporated by reference
      to Exhibit 2-E(6), Registration No. 2-59678.4-B-7
    Supplemental
      Indenture of Met-Ed, dated August 1, 1969 - Incorporated by reference to
      Exhibit 2-E(7), Registration No. 2-59678.4-B-8
    Supplemental
      Indenture of Met-Ed, dated November 1, 1971 - Incorporated by reference to
      Exhibit 2-E(8), Registration No. 2-59678.4-B-9
    Supplemental
      Indenture of Met-Ed, dated May 1, 1972 - Incorporated by reference to
      Exhibit 2-E(9), Registration No. 2-59678.4-B-10
    Supplemental
      Indenture of Met-Ed, dated December 1, 1973 - Incorporated by reference to
      Exhibit 2-E(10), Registration No. 2-59678.4-B-11
    Supplemental
      Indenture of Met-Ed, dated October 30, 1974 - Incorporated by reference to
      Exhibit 2-E(11), Registration No. 2-59678.4-B-12
    Supplemental
      Indenture of Met-Ed, dated October 31, 1974 - Incorporated by reference to
      Exhibit 2-E(12), Registration No. 2-59678.





60
 **Exhibit**
 **Number**








4-B-13
    Supplemental
      Indenture of Met-Ed, dated March 20, 1975 - Incorporated by reference to
      Exhibit 2-E(13), Registration No. 2-59678.4-B-14
    Supplemental
      Indenture of Met-Ed, dated September 25, 1975 - Incorporated by reference
      to Exhibit 2-E(15), Registration No. 2-59678.4-B-15
    Supplemental
      Indenture of Met-Ed, dated January 12, 1976 - Incorporated by reference to
      Exhibit 2-E(16), Registration No. 2-59678.4-B-16
    Supplemental
      Indenture of Met-Ed, dated March 1, 1976 - Incorporated by reference to
      Exhibit 2-E(17), Registration No. 2-59678.4-B-17
    Supplemental
      Indenture of Met-Ed, dated September 28, 1977 - Incorporated by reference
      to Exhibit 2-E(18), Registration No. 2-62212.4-B-18
    Supplemental
      Indenture of Met-Ed, dated January 1, 1978 - Incorporated by reference to
      Exhibit 2-E(19), Registration No. 2-62212.4-B-19
    Supplemental
      Indenture of Met-Ed, dated September 1, 1978 - Incorporated by reference
      to Exhibit 4-A(19), Registration No. 33-48937.4-B-20
    Supplemental
      Indenture of Met-Ed, dated June 1, 1979 - Incorporated by reference to
      Exhibit 4-A(20), Registration No. 33-48937.4-B-21
    Supplemental
      Indenture of Met-Ed, dated January 1, 1980 - Incorporated by reference to
      Exhibit 4-A(21), Registration No. 33-48937.4-B-22
    Supplemental
      Indenture of Met-Ed, dated September 1, 1981 - Incorporated by reference
      to Exhibit 4-A(22), Registration No. 33-48937.4-B-23
    Supplemental
      Indenture of Met-Ed, dated September 10, 1981 - Incorporated by reference
      to Exhibit 4-A(23), Registration No. 33-48937.4-B-24
    Supplemental
      Indenture of Met-Ed, dated December 1, 1982 - Incorporated by reference to
      Exhibit 4-A(24), Registration No. 33-48937.4-B-25
    Supplemental
      Indenture of Met-Ed, dated September 1, 1983 - Incorporated by reference
      to Exhibit 4-A(25), Registration No. 33-48937.4-B-26
    Supplemental
      Indenture of Met-Ed, dated September 1, 1984 - Incorporated by reference
      to Exhibit 4-A(26), Registration No. 33-48937.4-B-27
    Supplemental
      Indenture of Met-Ed, dated March 1, 1985 - Incorporated by reference to
      Exhibit 4-A(27), Registration No. 33-48937.4-B-28
    Supplemental
      Indenture of Met-Ed, dated September 1, 1985 - Incorporated by reference
      to Exhibit 4-A(28), Registration No. 33-48937.4-B-29
    Supplemental
      Indenture of Met-Ed, dated June 1, 1988 - Incorporated by reference to
      Exhibit 4-A(29), Registration No. 33-48937.4-B-30
    Supplemental
      Indenture of Met-Ed, dated April 1, 1990 - Incorporated by reference to
      Exhibit 4-A(30), Registration No. 33-48937.4-B-31
    Amendment
      dated May 22, 1990 to Supplemental Indenture of Met-Ed, dated April 1,
      1990 - Incorporated by reference to Exhibit 4-A(31), Registration No.
      33-48937.4-B-32
    Supplemental
      Indenture of Met-Ed, dated September 1, 1992 - Incorporated by reference
      to Exhibit 4-A(32)(a), Registration No. 33-48937.4-B-33
    Supplemental
      Indenture of Met-Ed, dated December 1, 1993 - Incorporated by reference to
      Exhibit C-58, 1993 Annual Report of GPU on Form U5S, SEC File No.
      30-126.





61
 **Exhibit**
 **Number**








4-B-34
    Supplemental
      Indenture of Met-Ed, dated July 15, 1995 - Incorporated by reference to
      Exhibit 4-B-35, 1995 Annual Report on Form 10-K, SEC File No.
      1-446.4-B-35
    Supplemental
      Indenture of Met-Ed, dated August 15, 1996 - Incorporated by reference to
      Exhibit 4-B-35, 1996 Annual Report on Form 10-K, SEC File No. 1-446.4-B-36
    Supplemental
      Indenture of Met-Ed, dated May 1, 1997 - Incorporated by reference to
      Exhibit 4-B-36, 1997 Annual Report on Form 10-K, SEC File No.
      1-446.4-B-37
    Supplemental
      Indenture of Met-Ed, dated July 1, 1999 - Incorporated by reference to
      Exhibit 4-B-38, 1999 Annual Report on Form 10-K, SEC File No.
      1-446.4-B-38
    Indenture
      between Met-Ed and United States Trust Company of New York, dated May 1,
      1999 - Incorporated by reference to Exhibit A-11(a), Certificate Pursuant
      to Rule 24, SEC File No. 70-9329.4-B-39
    Senior Note
      Indenture between Met-Ed and United States Trust Company of New York,
      dated July 1, 1999 Incorporated by reference to Exhibit C-154 to GPU,
      Inc.’s Annual Report on Form U5S for the year 1999, SEC File No. 30-126.4-B-40
    First
      Supplemental Indenture between Met-Ed and United States Trust Company of
      New York, dated August 1, 2000 - Incorporated by reference to Exhibit 4-A,
      June 30, 2000 Quarterly Report on Form 10-Q, SEC File No.
      1-446.4-B-41
    Supplemental
      Indenture of Met-Ed, dated May 1, 2001. Incorporated by reference to
      Exhibit 4-5, 2001 Annual Report on Form 10-K, SEC File No.
      1-446.4-B-42
    Supplemental
      Indenture of Met-Ed, dated March 1,2003. Incorporated by reference to
      Exhibit 4-10, 2003 Annual Report on Form 10-K, SEC File No.
      1-446.4-G
    Payment and
      Guarantee Agreement of Met-Ed, dated May 28, 1999 - Incorporated by
      reference to Exhibit B-1(a), Certificate Pursuant to Rule 24, SEC No.
      70-9329.4-H
    Amendment No.
      1 to Payment and Guarantee Agreement of Met-Ed, dated November 23, 1999 -
      Incorporated by reference to Exhibit 4-H, 1999 Annual Report on Form 10-K,
      SEC File No. 1-446.(A)
      12.7
    Consolidated
      fixed charge ratios - Met-Ed.(A)
      13.6
    Met-Ed 2004
      Annual Report to Stockholders (Only those portions expressly incorporated
      by reference in this Form 10-K are to be deemed "filed" with
      SEC.)(A)
      21.6
    List of
      Subsidiaries of Met-Ed at December 31, 2004.(A)
    Provided
      herein electronic format as an exhibit.





**3.**
    **Exhibits
      - Exhibits for Pennsylvania Electric Company
  (Penelec)**





3-E
    Restated
      Articles of Incorporation of Penelec, dated March 8, 1999 - Incorporated
      by reference to Exhibit 3-G, 1999 Annual Report on Form 10-K, SEC File No.
      1-3522.3-F
    By-Laws of
      Penelec as amended May 16, 2000, Incorporated by reference to Exhibit 3-F,
      2000 Annual Report on Form 10-K, SEC File No. 1-03522.4-C
    Mortgage and
      Deed of Trust of Penelec, dated January 1, 1942, between Penelec
      and United States Trust Company of New York, Successor Trustee, and
      indentures supplemental thereto dated March 7, 1942 through May 1, 1960 -
      Incorporated by reference to Penelec’s Instruments of Indebtedness Nos.
      1-20, inclusive, filed as a part of Amendment No. 1 to 1959 Annual Report
      of GPU on Form U5S, SEC File Nos. 30-126 and 1-3292.4-C-1
    Supplemental
      Indentures to Mortgage and Deed of Trust of Penelec, dated May 1, 1961
      through December 1, 1977 - Incorporated by reference to Exhibit 2-D(1) to
      2-D(19), Registration No. 2-61502.





62
 **Exhibit**
 **Number**








4-C-2
    Supplemental
      Indenture of Penelec, dated June 1, 1978 - Incorporated by reference to
      Exhibit 4-A(2), Registration No. 33-49669.4-C-3
    Supplemental
      Indenture of Penelec, dated June 1, 1979 - Incorporated by reference to
      Exhibit 4-A(3), Registration No. 33-49669.4-C-4
    Supplemental
      Indenture of Penelec, dated September 1, 1984 - Incorporated by reference
      to Exhibit 4-A(4), Registration No. 33-49669.4-C-5
    Supplemental
      Indenture of Penelec, dated December 1, 1985 - Incorporated by reference
      to Exhibit 4-A(5), Registration No. 33-49669.4-C-6
    Supplemental
      Indenture of Penelec, dated December 1, 1986 - Incorporated by reference
      to Exhibit 4-A(6), Registration No. 33-49669.4-C-7
    Supplemental
      Indenture of Penelec, dated May 1, 1989 - Incorporated by reference to
      Exhibit 4-A(7), Registration No. 33-49669.4-C-8
    Supplemental
      Indenture of Penelec, dated December 1, 1990-Incorporated by reference to
      Exhibit 4-A(8), Registration No. 33-45312.4-C-9
    Supplemental
      Indenture of Penelec, dated March 1, 1992 - Incorporated by reference to
      Exhibit 4-A(9), Registration No. 33-45312.4-C-10
    Supplemental
      Indenture of Penelec, dated June 1, 1993 - Incorporated by reference to
      Exhibit C-73, 1993 Annual Report of GPU on Form U5S, SEC File No.
      30-126.4-C-11
    Supplemental
      Indenture of Penelec, dated November 1, 1995 - Incorporated by reference
      to Exhibit 4-C-11, 1995 Annual Report on Form 10-K, SEC File No.
      1-3522.4-C-12
    Supplemental
      Indenture of Penelec, dated August 15, 1996 - Incorporated by reference to
      Exhibit 4-C-12, 1996 Annual Report on Form 10-K, SEC File No.
      1-3522.4-C-13
    Senior Note
      Indenture between Penelec and United States Trust Company of New York,
      dated April 1, 1999 - Incorporated by reference to Exhibit 4-C-13, 1999
      Annual Report on Form 10-K, SEC File No. 1-3522.4-C-14
    Indenture
      between Penelec and United States Trust Company of New York, dated June 1,
      1999 - Incorporated by reference to Exhibit A-11(a), Certificate Pursuant
      to Rule 24, SEC File No. 70-9327.4-C-15
    First
      Supplemental Indenture between Penelec and United States Trust Company of
      New York, dated August 1, 2000 - Incorporated by reference to Exhibit 4-B,
      June 30, 2000 Quarterly Report on Form 10-Q, SEC File No.
      1-3522.4-C-16
    Supplemental
      Indenture of Penelec, dated May 1, 2001.4-C-17
    Supplemental
      Indenture No. 1 of Penelec, dated May 1, 2001.4-I
    Payment and
      Guarantee Agreement of Penelec, dated June 16, 1999 - Incorporated by
      reference to Exhibit B-1(a), Certificate Pursuant to Rule 24, SEC File No.
      70-9327.4-J
    Amendment No.
      1 to Payment and Guarantee Agreement of Penelec, dated November 23, 1999 -
      Incorporated by reference to Exhibit 4-J, 1999 Annual Report on Form 10-K,
      SEC File No. 1-3522.(A)
      12.8
    Consolidated
      fixed charge ratios - Penelec.(A)
      13.7
    Penelec 2004
      Annual Report to Stockholders (Only those portions expressly incorporated
      by reference in this Form 10-K are to be deemed "filed" with
      SEC.)(A)
      21.7
    List of
      Subsidiaries of Penelec at December 31,
2004.





63
 **Exhibit**
 **Number**








(A)
      23.3
    Consent of
      Independent Registered Public Accounting Firm -
      Penelec.(A)
    Provided here
      in electronic format as an exhibit.





**3.**
    **Exhibits
      - Combined Exhibit for Met-Ed and
Penelec**





(A)10-1
    First
      Amendment to Restated Partial Requirements Agreement, between Met-Ed,
      Penelec, and FES, dated January 1, 2003.(A)
    Provided here
      in electronic format as an exhibit.










64








**Report of
Independent** **Registered
Public Accounting Firm**


**on**


**Financial
Statement Schedules**
















To the Board of
Directors of


FirstEnergy
Corp.:





Our audits of the consolidated financial
statements, of management’s assessment of the effectiveness of internal control
over financial reporting and of the effectiveness of internal control over
financial reporting referred to in our report dated March 7, 2005
appearing in the 2004 Annual Report to Stockholders of FirstEnergy Corp. (which
report, consolidated financial statements and assessment are incorporated by
reference in this Annual Report on Form 10-K) also included an audit of the
financial statement schedules listed in Item 15(a)(2) of this Form 10-K. In our
opinion, these financial statement schedules present fairly, in all material
respects, the information set forth therein when read in conjunction with the
related consolidated financial statements.











PricewaterhouseCoopers
LLP





Cleveland,
Ohio


March 7,
2005











65








**Report of
Independent** **Registered
Public Accounting Firm**
 **on**
 **Financial
Statement Schedules**










To the Board of
Directors of


Ohio Edison
Company:





Our audits of the consolidated financial
statements, of management’s assessment of the effectiveness of internal control
over financial reporting and of the effectiveness of internal control over
financial reporting referred to in our report dated March 7, 2005
appearing in the 2004 Annual Report to Stockholders of Ohio Edison Company
(which report, consolidated financial statements and assessment are incorporated
by reference in this Annual Report on Form 10-K) also included an audit of the
financial statement schedules listed in Item 15(a)(2) of this Form 10-K. In our
opinion, these financial statement schedules present fairly, in all material
respects, the information set forth therein when read in conjunction with the
related consolidated financial statements.











PricewaterhouseCoopers
LLP





Cleveland,
Ohio


March 7,
2005











66

















**Report of
Independent** **Registered
Public Accounting Firm**


**on**


**Financial
Statement Schedules**

















To the Board of
Directors of


The Cleveland
Electric Illuminating Company:





Our audits of the consolidated financial
statements, of management’s assessment of the effectiveness of internal control
over financial reporting and of the effectiveness of internal control over
financial reporting referred to in our report dated March 7,
2005 **** appearing in the 2004 Annual
Report to Stockholders of The Cleveland Electric
Illuminating Company (which report, consolidated financial
statements and assessment are incorporated by reference in this Annual Report on
Form 10-K) also included an audit of the financial statement schedules listed in
Item 15(a)(2) of this Form 10-K. In our opinion, these financial statement
schedules present fairly, in all material respects, the information set forth
therein when read in conjunction with the related consolidated financial
statements.














PricewaterhouseCoopers
LLP





Cleveland,
Ohio


March 7,
2005

















67














**Report of
Independent** **Registered
Public Accounting Firm**


**on**


**Financial
Statement Schedules**











To the Board of
Directors of


The Toledo Edison
Company:





Our audits of the consolidated financial
statements, of management’s assessment of the effectiveness of internal control
over financial reporting and of the effectiveness of internal control over
financial reporting referred to in our report dated March 7,
2005 **** appearing in the 2004 Annual
Report to Stockholders of The Toledo Edison
Company (which report, consolidated financial
statements and assessment are incorporated by reference in this Annual Report on
Form 10-K) also included an audit of the financial statement schedules listed in
Item 15(a)(2) of this Form 10-K. In our opinion, these financial statement
schedules present fairly, in all material respects, the information set forth
therein when read in conjunction with the related consolidated financial
statements.











PricewaterhouseCoopers
LLP





Cleveland,
Ohio


March 7,
2005











68














**Report of
Independent** **Registered
Public Accounting Firm**


**on**


**Financial
Statement Schedules**











To the Board of
Directors of


Pennsylvania Power
Company:





Our audits of the consolidated financial
statements, of management’s assessment of the effectiveness of internal control
over financial reporting and of the effectiveness of internal control over
financial reporting referred to in our report dated March 7,
2005 **** appearing in the 2004 Annual
Report to Stockholders of Pennsylvania Power
Company (which report, consolidated financial
statements and assessment are incorporated by reference in this Annual Report on
Form 10-K) also included an audit of the financial statement schedules listed in
Item 15(a)(2) of this Form 10-K. In our opinion, these financial statement
schedules present fairly, in all material respects, the information set forth
therein when read in conjunction with the related consolidated financial
statements.











PricewaterhouseCoopers
LLP





Cleveland,
Ohio


March 7,
2005








69














**Report of
Independent** **Registered
Public Accounting Firm**


**on**


**Financial
Statement Schedules**











To the Board of
Directors of


Jersey Central
Power


& Light
Company:





Our audits of the consolidated financial
statements, of management’s assessment of the effectiveness of internal control
over financial reporting and of the effectiveness of internal control over
financial reporting referred to in our report dated March 7,
2005 **** appearing in the 2004 Annual
Report to Stockholders of Jersey Central
Power & Light Company (which report, consolidated financial
statements and assessment are incorporated by reference in this Annual Report on
Form 10-K) also included an audit of the financial statement schedules listed in
Item 15(a)(2) of this Form 10-K. In our opinion, these financial statement
schedules present fairly, in all material respects, the information set forth
therein when read in conjunction with the related consolidated financial
statements.











PricewaterhouseCoopers
LLP





Cleveland,
Ohio


March 7,
2005











70














**Report of
Independent** **Registered
Public Accounting Firm**


**on**


**Financial
Statement Schedules**











To the Board of
Directors of


Metropolitan Edison
Company:





Our audits of the consolidated financial
statements, of management’s assessment of the effectiveness of internal control
over financial reporting and of the effectiveness of internal control over
financial reporting referred to in our report dated March 7,
2005 **** appearing in the 2004 Annual
Report to Stockholders of Metropolitan Edison
Company (which report, consolidated financial
statements and assessment are incorporated by reference in this Annual Report on
Form 10-K) also included an audit of the financial statement schedules listed in
Item 15(a)(2) of this Form 10-K. In our opinion, these financial statement
schedules present fairly, in all material respects, the information set forth
therein when read in conjunction with the related consolidated financial
statements.











PricewaterhouseCoopers
LLP





Cleveland,
Ohio


March 7,
2005

















71














**Report of
Independent** **Registered
Public Accounting Firm**


**on**


**Financial
Statement Schedules**











To the Board of
Directors of


Pennsylvania
Electric Company:





Our audits of the consolidated financial
statements, of management’s assessment of the effectiveness of internal control
over financial reporting and of the effectiveness of internal control over
financial reporting referred to in our report dated March 7,
2005 **** appearing in the 2004 Annual
Report to Stockholders of Pennsylvania
Electric Company (which report, consolidated financial
statements and assessment are incorporated by reference in this Annual Report on
Form 10-K) also included an audit of the financial statement schedules listed in
Item 15(a)(2) of this Form 10-K. In our opinion, these financial statement
schedules present fairly, in all material respects, the information set forth
therein when read in conjunction with the related consolidated financial
statements.











PricewaterhouseCoopers
LLP





Cleveland,
Ohio


March 7,
2005






















72





**SCHEDULE
II**





**FIRSTENERGY
CORP.**





**CONSOLIDATED
VALUATION AND QUALIFYING ACCOUNTS**


**FOR THE
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002**




**Additions****Charged****Beginning**
    
    **Charged**
    
    **to
      Other**
    
    
    
    
    
    **Ending****Description**
    
    **Balance**
    
    **to
      Income**
    
    **Accounts**
    
    
    **Deductions**
    
    
    **Balance*****(In
      thousands)*****Year
      Ended December 31, 2004:**Accumulated
      provision foruncollectible
      accounts -
      customers
    
    $
    50,247
    
    $
    38,492
    
    $
    22,102
    (a)
    
    $
    76,365
    (b)
    
    $
    34,476- other
    
    $
    18,283
    
    $
    1,038
    
    $
    15,836
    (a)
    
    $
    9,087
    (b)
    
    $
    26,070Loss
      carryforwardtax valuation
      reserve
    
    $
    470,813
    
    $
    (34,803
    )
    $
    (16,032
    )
    
    $
    --
    
    
    $
    419,978**Year
      Ended December 31, 2003:**Accumulated
      provision foruncollectible
      accounts -
      customers
    
    $
    52,514
    
    $
    63,535
    
    $
    15,966
    (a)
    
    $
    81,768
    (b)
    
    $
    50,247- other
    
    $
    12,851
    
    $
    6,516
    
    $
    10,002
    (a)
    
    $
    11,086
    (b)
    
    $
    18,283Loss
      carryforwardtax valuation
      reserve
    
    $
    482,061
    
    $
    29,575
    
    $
    50,503
    
    
    $
    91,326
    (c)
    
    $
    470,813**Year
      Ended December 31, 2002:**Accumulated
      provision foruncollectible
      accounts -
      customers
    
    $
    65,358
    
    $
    43,601
    
    $
    5,637
    (a)
    
    $
    62,082
    (b)
    
    $
    52,514- other
    
    $
    7,947
    
    $
    4,316
    
    $
    4,089
    
    
    $
    3,501
    
    
    $
    12,851Loss
      carryforwardtax
      valuation reserve
    
    $
    459,170
    
    $
    17,500
    
    $
    5,391
    
    
    $
    --
    
    
    $
    482,061








(a)  Represents
recoveries and reinstatements of accounts previously written off.


(b)  Represents the
write-off of accounts considered to be uncollectible.


(c)  Includes a
reclassification of a valuation allowance to a contingent
liability.








73





**SCHEDULE
II**





**OHIO EDISON
COMPANY**





**CONSOLIDATED
VALUATION AND QUALIFYING ACCOUNTS**


**FOR THE
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002**




**Additions****Charged****Beginning**
    
    **Charged**
    
    **to
      Other**
    
    
    
    
    
    **Ending****Description**
    
    **Balance**
    
    **to
      Income**
    
    **Accounts**
    
    
    **Deductions**
    
    
    **Balance*****(In
      thousands)*****Year
      Ended December 31, 2004:**Accumulated
      provision foruncollectible
      accounts -
      customers
    
    $
    8,747
    
    $
    17,477
    
    $
    7,275
    (a)
    
    $
    27,197
    (b)
    
    $
    6,302- other
    
    $
    2,282
    
    $
    376
    
    $
    215
    (a)
    
    $
    2,809
    (b)
    
    $
    64**Year
      Ended December 31, 2003:**Accumulated
      provision foruncollectible
      accounts -
      customers
    
    $
    5,240
    
    $
    18,157
    
    $
    4,384
    (a)
    
    $
    19,034
    (b)
    
    $
    8,747- other
    
    $
    1,000
    
    $
    1,282
    
    $
    --
    
    
    $
    --
    
    
    $
    2,282**Year
      Ended December 31, 2002:**Accumulated
      provision foruncollectible
      accounts -
      customers
    
    $
    4,522
    
    $
    12,792
    
    $
    2,777
    (a)
    
    $
    14,851
    (b)
    
    $
    5,240- other
    
    $
    1,000
    
    $
    --
    
    $
    --
    
    
    $
    --
    
    
    $
    1,000


(a)  Represents
recoveries and reinstatements of accounts previously written off.


(b) Represents the
write-off of accounts considered to be uncollectible.





74





**SCHEDULE
II**











**THE
CLEVELAND ELECTRIC ILLUMINATING COMPANY**





**CONSOLIDATED
VALUATION AND QUALIFYING ACCOUNTS**


**FOR THE
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002**








**Additions****Charged****Beginning**
    
    **Charged**
    
    **to
      Other**
    
    **Ending****Description**
    
    **Balance**
    
    **to
      Income**
    
    **Accounts**
    
    **Deductions**
    
    **Balance****(In
      thousands)****Year
      Ended December 31, 2004:**Accumulated
      provision foruncollectible
      accounts
    
    $
    1,765
    
    $
    (1,181
    )
    $
    12
    
    $
    303
    
    $
    293**Year
      Ended December 31, 2003:**Accumulated
      provision foruncollectible
      accounts
    
    $
    1,015
    
    $
    765
    
    $
    --
    
    $
    15
    
    $
    1,765**Year
      Ended December 31, 2002:**Accumulated
      provision foruncollectible
      accounts
    
    $
    1,015
    
    $
    --
    
    $
    --
    
    $
    --
    
    $
    1,015




















75





**SCHEDULE
II**




**THE TOLEDO
EDISON COMPANY**





**CONSOLIDATED
VALUATION AND QUALIFYING ACCOUNTS**


**FOR THE
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002**




**Additions****Charged****Beginning**
    
    **Charged**
    
    **to
      Other**
    
    
    
    
    
    **Ending****Description**
    
    **Balance**
    
    **to
      Income**
    
    **Accounts**
    
    
    **Deductions**
    
    
    **Balance*****(In
      thousands)*****Year
      Ended December 31, 2004:**Accumulated
      provision foruncollectible accounts
    
    $
    34
    
    $
    (33
    )
    $
    2
    
    (a)
    $
    1
    
    (b)
    $
    2**Year
      Ended December 31, 2003:**Accumulated
      provision foruncollectible accounts
    
    $
    2
    
    $
    1,160
    
    $
    712
    
    (a)
    $
    1,840
    
    (b)
    $
    34**Year
      Ended December 31, 2002:**Accumulated
      provision foruncollectible accounts
    
    $
    2
    
    $
    --
    
    $
    --
    
    
    $
    --
    
    
    $
    2





________________________





(a)  Represents
recoveries and reinstatements of accounts previously written off.


(b)  Represents the
write-off of accounts considered to be uncollectible.





76





**SCHEDULE
II**




**PENNSYLVANIA
POWER COMPANY**





**VALUATION
AND QUALIFYING ACCOUNTS**


**FOR THE
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002**




**Additions****Charged****Beginning**
    
    **Charged**
    
    **to
      Other**
    
    
    
    
    
    **Ending****Description**
    
    **Balance**
    
    **to
      Income**
    
    **Accounts**
    
    
    **Deductions**
    
    
    **Balance*****(In
      thousands)*****Year
      Ended December 31, 2004:**Accumulated
      provision foruncollectible
      accounts - customers
    
    $
    769
    
    $
    2,467
    
    $
    1,002
    
    (a)
    $
    3,350
    
    (b)
    $
    888- other
    
    $
    102
    
    $
    (93
    )
    $
    13
    
    (a)
    $
    16
    
    (b)
    $
    6**Year
      Ended December 31, 2003:**Accumulated
      provision foruncollectible
      accounts - customers
    
    $
    702
    
    $
    1,931
    
    $
    644
    
    (a)
    $
    2,528
    
    (b)
    $
    769- other
    
    $
    --
    
    $
    102
    
    $
    --
    
    
    $
    --
    
    
    $
    102**Year
      Ended December 31, 2002:**Accumulated
      provision foruncollectible
      accounts - customers
    
    $
    619
    
    $
    1,808
    
    $
    333
    
    (a)
    $
    2,058
    
    (b)
    $
    702

















(a)  Represents
recoveries and reinstatements of accounts previously written off.


(b)  Represents the
write-off of accounts considered to be uncollectible.








77





**SCHEDULE
II**




**JERSEY
CENTRAL POWER & LIGHT COMPANY**





**CONSOLIDATED
VALUATION AND QUALIFYING ACCOUNTS**


**FOR THE
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002**




**Additions****Charged****Beginning**
    
    **Charged**
    
    **to
      Other**
    
    
    
    
    
    **Ending****Description**
    
    **Balance**
    
    **to
      Income**
    
    **Accounts**
    
    
    **Deductions**
    
    
    **Balance*****(In
      thousands)*****Year
      Ended December 31, 2004:**Accumulated
      provision foruncollectible
      accounts - customers
    
    $
    4,296
    
    $
    6,515
    
    $
    3,664
    
    (a)
    $
    10,594
    
    (b)
    $
    3,881- other
    
    $
    1,183
    
    $
    (111
    )
    $
    (354
    )
    
    $
    556
    
    
    $
    162**Year
      Ended December 31, 2003:**Accumulated
      provision foruncollectible
      accounts - customers
    
    $
    4,509
    
    $
    7,867
    
    $
    2,991
    
    (a)
    $
    11,071
    
    (b)
    $
    4,296- other
    
    $
    --
    
    $
    1,183
    
    $
    --
    
    
    $
    --
    
    
    $
    1,183**Year
      Ended December 31, 2002:**Accumulated
      provision foruncollectible
      accounts - customers
    
    $
    12,923
    
    $
    9,057
    
    $
    1,305
    
    (a)
    $
    18,776
    
    (b)
    $
    4,509











(a)  Represents
recoveries and reinstatements of accounts previously written off.


(b)  Represents the
write-off of accounts considered to be uncollectible.





78





**SCHEDULE
II**




**METROPOLITAN
EDISON COMPANY**





**CONSOLIDATED
VALUATION AND QUALIFYING ACCOUNTS**


**FOR THE
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002**





**Additions****Charged****Beginning**
    
    **Charged**
    
    **to
      Other**
    
    
    
    
    
    **Ending****Description**
    
    **Balance**
    
    **to
      Income**
    
    **Accounts**
    
    
    **Deductions**
    
    
    **Balance*****(In
      thousands)*****Year
      Ended December 31, 2004:**Accumulated
      provision foruncollectible
      accounts -
      customers
    
    $
    4,943
    
    $
    7,841
    
    $
    5,128
    
    (a)
    $
    13,334
    
    (b)
    $
    4,578- other
    
    $
    68
    
    $
    (68
    )
    $
    --
    
    
    $
    --
    
    
    $
    --**Year
      Ended December 31, 2003:**Accumulated
      provision foruncollectible
      accounts -
      customers
    
    $
    4,810
    
    $
    8,617
    
    $
    4,595
    
    (a)
    $
    13,079
    
    (b)
    $
    4,943- other
    
    $
    --
    
    $
    68
    
    $
    --
    
    
    $
    --
    
    
    $
    68**Year
      Ended December 31, 2002:**Accumulated
      provision foruncollectible
      accounts -
      customers
    
    $
    12,271
    
    $
    3,332
    
    $
    851
    
    (a)
    $
    11,644
    
    (b)
    $
    4,810

















(a)  Represents
recoveries and reinstatements of accounts previously written off.


(b)  Represents the
write-off of accounts considered to be uncollectible.





79





**SCHEDULE
II**




**PENNSYLVANIA
ELECTRIC COMPANY**


**CONSOLIDATED
VALUATION AND QUALIFYING ACCOUNTS**


**FOR THE
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002**




**Additions****Charged****Beginning**
    
    **Charged**
    
    **to
      Other**
    
    
    **Ending****Description**
    
    **Balance**
    
    **to
      Income**
    
    **Accounts**
    
    
    **Deductions**
    
    
    **Balance*****(In
      thousands)*****Year
      Ended December 31, 2004:**Accumulated
      provision foruncollectible
      accounts -
      customers
    
    $
    5,833
    
    $
    5,977
    
    $
    5,351
    
    (a)
    $
    12,449
    
    (b)
    $
    4,712- other
    
    $
    399
    
    $
    (324
    )
    $
    24
    
    
    $
    95
    
    
    $
    4**Year
      Ended December 31, 2003:**Accumulated
      provision foruncollectible
      accounts -
      customers
    
    $
    6,216
    
    $
    9,287
    
    $
    3,995
    
    (a)
    $
    13,665
    
    (b)
    $
    5,833- other
    
    $
    --
    
    $
    399
    
    $
    --
    
    
    $
    --
    
    
    $
    399**Year
      Ended December 31, 2002:**Accumulated
      provision foruncollectible
      accounts -
      customers
    
    $
    14,719
    
    $
    2,991
    
    $
    704
    
    (a)
    $
    12,198
    
    (b)
    $
    6,216


______________________





(a)  Represents
recoveries and reinstatements of accounts previously written off.


(b)  Represents the
write-off of accounts considered to be uncollectible.













80





**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/ Anthony
      J. AlexanderAnthony J. AlexanderPresident and Chief Executive Officer


Date:  March
9, 2005











81





**SIGNATURES**










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/ George M.
      Smart
    
    /s/ Anthony J.
      AlexanderGeorge M.
      Smart
    
    Anthony J.
      AlexanderChairman of
      the Board
    
    President and
      Chief Executive Officerand Director
      (Principal Executive Officer)/s/ Richard H.
      Marsh
    
    /s/ Harvey L.
      WagnerRichard H.
      Marsh
    
    Harvey L.
      WagnerSenior Vice
      President and Chief Financial
    
    Vice
      President, Controller and Chief AccountingOfficer
      (Principal Financial Officer)
    
    Officer
      (Principal Accounting Officer)/s/ Paul T.
      Addison
    
    /s/ Paul J.
      PowersPaul T.
      Addison
    
    Paul J.
      PowersDirector
    
    Director/s/ Carol A.
      Cartwright
    
    /s/ Catherine A.
      ReinCarol A.
      Cartwright
    
    Catherine A.
      ReinDirector
    
    Director/s/ William T.
      Cottle
    
    /s/ Robert C.
      SavageWilliam T.
      Cottle
    
    Robert C.
      SavageDirector
    
    Director/s/Russell W.
      Maier
    
    /s/Wes M.
      TaylorRussell W.
      Maier
    
    Wes M.
      TaylorDirector
    
    Director/s/ Ernest J.
      Novak, Jr.
    
    /s/Jesse T.
      Williams, Sr.Ernest J.
      Novak, Jr.
    
    Jesse T.
      Williams, Sr.Director
    
    Director/s/Robert N.
      Pokewaldt
    
    /s/Patricia K.
      WoolfRobert N.
      Pokewaldt
    
    Patricia K.
      WoolfDirector
    
    Director


Date:  March
9, 2005





82








**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/ Anthony J.
      AlexanderAnthony J.
      AlexanderPresident





Date:  March
9, 2005

















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/Anthony J.
      Alexander
    
    /s/Richard R.
      GriggAnthony J.
      Alexander
    
    Richard R.
      GriggPresident and
      Director
    
    Executive
      Vice President and Chief(Principal
      Executive Officer)
    
    Operating
      Officer and Director/s/ Richard H.
      Marsh
    
    /s/ Harvey L.
      WagnerRichard H.
      Marsh
    
    Harvey L.
      WagnerSenior Vice
      President and Chief
    
    Vice
      President and ControllerFinancial
      Officer and Director
    
    (Principal
      Accounting Officer)(Principal
      Financial Officer)





Date:  March
9, 2005





83








**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/ Anthony J.
      AlexanderAnthony J.
      AlexanderPresident







Date:  March
9, 2005








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/Anthony J.
      Alexander
    
    /s/Richard R.
      GriggAnthony J.
      Alexander
    
    Richard R.
      GriggPresident and
      Director
    
    Executive
      Vice President and Chief(Principal
      Executive Officer)
    
    Operating
      Officer and Director/s/Richard H.
      Marsh
    
    /s/Harvey L.
      WagnerRichard H.
      Marsh
    
    Harvey L.
      WagnerSenior Vice
      President and Chief
    
    Vice
      President and ControllerFinancial
      Officer and Director
    
    (Principal
      Accounting Officer)(Principal
      Financial Officer)





Date:  March
9, 2005








84








**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/Anthony J.
      AlexanderAnthony J.
      AlexanderPresident





Date:  March
9, 2005











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/ Anthony J.
      Alexander
    
    /s/ Richard R.
      GriggAnthony J.
      Alexander
    
    Richard R.
      GriggPresident and
      Director
    
    Executive
      Vice President and Chief(Principal
      Executive Officer)
    
    Operating
      Officer and Director/s/ Richard H.
      Marsh
    
    /s/ Harvey L.
      WagnerRichard H.
      Marsh
    
    Harvey L.
      WagnerSenior Vice
      President and Chief
    
    Vice
      President and ControllerFinancial
      Officer and Director
    
    (Principal
      Accounting Officer)(Principal
      Financial Officer)








Date:  March
9, 2005








85








**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.











**JERSEY
      CENTRAL POWER & LIGHT COMPANY**BY: /s/ Stephen E.
      MorganStephen E.
      MorganPresident





Date:  March
9, 2005











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/ Stephen E.
      Morgan
    
    /s/ Richard H.
      MarshStephen E.
      Morgan
    
    Richard H.
      MarshPresident and
      Director
      (Principal
      Executive Officer)
    
    Senior Vice
      President and
      Chief
      Financial Officer(Principal
      Financial Officer)/s/Harvey L.
      Wagner
    
    /s/Leila L.
      VespoliHarvey L.
      Wagner
    
    Leila L.
      VespoliVice
      President and Controller
      (Principal
      Accounting Officer)
    
    Senior Vice
      President and
      General
      Counsel and Director/s/Charles E.
      Jones
    
    /s/Stanley C.
      Van NessCharles E.
      Jones
    
    Stanley C.
      Van NessDirector
    
    Director/s/Gelorma E.
      Persson
    
    /s/Mark A.
      JulianGelorma E.
      Persson
    
    Mark A.
      JulianDirector
    
    Director/s/Bradley S.
      EwingBradley S.
      EwingDirector


Date:  March
9, 2005





86








**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.





****











**METROPOLITAN
      EDISON COMPANY**BY: /s/ Anthony J.
      AlexanderAnthony J.
      AlexanderPresident




Date:  March
9, 2005














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/ Anthony J.
      Alexander
    
    /s/Richard R.
      GriggAnthony J.
      Alexander
    
    Richard R.
      GriggPresident and
      Director
    
    Executive
      Vice President and Chief(Principal
      Executive Officer)
    
    Operating
      Officer and Director/s/ Richard H.
      Marsh
    
    /s/Harvey L.
      WagnerRichard H.
      Marsh
    
    Harvey L.
      WagnerSenior Vice
      President and Chief
    
    Vice
      President and ControllerFinancial
      Officer and Director
    
    (Principal
      Accounting Officer)(Principal
      Financial Officer)





Date:  March
9, 2005





87





**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
      ELECTRIC COMPANY**BY: /s/ Anthony J.
      AlexanderAnthony J.
      AlexanderPresident








Date:  March
9, 2005











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/ Anthony J.
      Alexander
    
    /s/ Richard R.
      GriggAnthony J.
      Alexander
    
    Richard R.
      GriggPresident and
      Director
    
    Executive
      Vice President and Chief(Principal
      Executive Officer)
    
    Operating
      Officer and Director/s/ Richard H.
      Marsh
    
    /s/ Harvey L.
      WagnerRichard H.
      Marsh
    
    Harvey L.
      WagnerSenior Vice
      President and Chief
    
    Vice
      President and ControllerFinancial
      Officer and Director
    
    (Principal
      Accounting Officer)(Principal
      Financial Officer)




Date:  March
9, 2005





88








**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/ Anthony J.
      AlexanderAnthony J.
      AlexanderPresident





Date:  March
9, 2005








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/ Anthony J.
      Alexander
    
    /s/ Richard R.
      GriggAnthony J.
      Alexander
    
    Richard R.
      GriggPresident and
      Director
    
    Executive
      Vice President and Chief(Principal
      Executive Officer)
    
    Operating
      Officer and Director/s/ Richard H.
      Marsh
    
    /s/ Harvey L.
      WagnerRichard H.
      Marsh
    
    Harvey L.
      WagnerSenior Vice
      President and Chief
    
    Vice
      President and ControllerFinancial
      Officer and Director
    
    (Principal
      Accounting Officer)(Principal
      Financial Officer)





Date:  March
9, 2005













89