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

                             AMENDMENT NO. 1

(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, 2000
                                  OR
        [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                 OF THE SECURITIES EXCHANGE ACT OF 1934

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




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

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


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


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


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


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


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

                                 None


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

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

          State the aggregate market value of the voting stock held by
non-affiliates of the registrant:
$6,299,479,868 as of February 28, 2001. Indicate the number of shares
outstanding of each of the registrant's classes of common stock, as of the
latest practicable date:

                                                OUTSTANDING
                 CLASS                        AT MARCH 16, 2001
                 -----                        -----------------

  FirstEnergy Corp., $.10 par value              223,981,580
  Ohio Edison Company, no par value                      100
  The Cleveland Electric Illuminating
    Company, no par value                         79,590,689
  The Toledo Edison Company, $5 par value         39,133,887
  Pennsylvania Power Company, $30 par value        6,290,000

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


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

                                           PART OF FORM 10-K INTO WHICH
                DOCUMENT                      DOCUMENT IS INCORPORTED
                --------                      ------------------------

FirstEnergy Corp. Annual Report to
Stockholders for the fiscal year ended
December 31, 2000 (Pages 16-47)                         Part II

Proxy Statement for 2001 Annual Meeting
of Stockholders to be held May 15, 2001                 Part III

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




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

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

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


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


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


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

The Toledo Edison    Cumulative Preferred Stock,
Company              par value $100 per share:
                      4-1/4% Series                All series registered
                      8.32%  Series                on American Stock
                      7.76%  Series                Exchange
                        10%  Series

                    Cumulative Preferred Stock,
                    par value $25 per share:
                      8.84%  Series                All series registered
                      $2.365 Series                on New York Stock
                      Adjustable Rate, Series A    Exchange
                      Adjustable Rate, Series B

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

Pennsylvania Power  Cumulative Preferred Stock,    All series registered
Company             $100 par value:                on Philadelphia Stock
                      4.24% Series                 Exchange, Inc.
                      4.25% Series
                      4.64% Series

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


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









                               FORM 10-K

                              TABLE OF CONTENTS

                                                                   Page
                                                                   ----
Part I

  Item  1.  Business                                                 1
              The Company                                            1
              Merger Agreement                                       2
              Utility Regulation                                     2
                PUCO Rate Matters                                    2
                PPUC Rate Matters                                    4
                FERC Rate Matters                                    4
                Fuel Recovery Procedures                             5
              Capital Requirements                                   5
              Nuclear Regulation                                     7
              Nuclear Insurance                                      7
              Environmental Matters                                  8
                Air Regulation                                       8
                Water Regulation                                     9
                Waste Disposal                                       9
                Summary                                             10
              Fuel Supply                                           10
              System Capacity and Reserves                          11
              Regional Reliability                                  11
              Competition                                           11
              Research and Development                              12
              Executive Officers                                    12

  Item  2.  Properties                                              14

  Item  3.  Legal Proceedings                                       15

  Item  4.  Submission of Matters to a Vote of Security Holders     15

Part II

  Item  5.  Market for Registrant's Common Equity and Related
            Stockholder Matters                                     15

  Item  6.  Selected Financial Data                                 15

  Item  7.  Management's Discussion and Analysis of
            Financial Condition and Results of Operations           15

  Item  8.  Financial Statements and Supplementary Data             16

  Item  9.  Changes In and Disagreements with Accountants on
            Accounting and Financial Disclosure                     16

Part III

  Item 10.  Directors and Executive Officers of the Registrant      16

  Item 11.  Executive Compensation                                  16

  Item 12.  Security Ownership of Certain Beneficial Owners
            and Management                                          16

  Item 13.  Certain Relationships and Related Transactions          16

Part IV

  Item 14.  Exhibits, Financial Statement Schedules and
            Reports on Form 8-K                                     17

                                 PART 1

ITEM 1. BUSINESS

The Company

          FirstEnergy Corp. (Company) was organized under the laws of the
State of Ohio in 1996 and became a holding company on November 8, 1997 in
connection with the merger of Ohio Edison Company (OE) and Centerior
Energy Corporation (Centerior). The Company's principal business is the
holding, directly or indirectly, of all of the outstanding common stock of
its principal electric utility operating subsidiaries, OE, The Cleveland
Electric Illuminating Company (CEI), Pennsylvania Power Company (Penn) and
The Toledo Edison Company (TE). These utility subsidiaries are referred to
throughout as "Companies." On September 1, 2000, the Companies transferred
their transmission assets to the Company's wholly owned subsidiary,
American Transmission Systems, Inc. (ATSI). ATSI owns and operates the
Company's major high-voltage transmission facilities and has
interconnections with other regional utilities. The Company's consolidated
revenues are primarily derived from electric service provided by its
utility operating subsidiaries including ATSI and the revenues of its
other principal subsidiaries: FirstEnergy Services Corp. (FE Services);
FirstEnergy Facilities Services Group, LLC (FE Facilities); FirstEnergy
Trading Services, Inc. (FETS), which merged into FE Services on January 1,
2001; and MARBEL Energy Corporation (MARBEL). In addition, the Company
holds all of the outstanding common stock of four other direct
subsidiaries: FirstEnergy Properties, Inc., FirstEnergy Ventures, Corp.,
FirstEnergy Nuclear Operating Company (FENOC) and FirstEnergy Securities
Transfer Company.

          The Companies' combined service areas encompass approximately
13,200 square miles in central and northern Ohio and western Pennsylvania.
The areas they serve have combined populations of approximately
5.8 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. 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 2.7 million.

          OE owns all of the outstanding common stock of Penn, a
Pennsylvania corporation, which furnishes electric service to communities
in a 1,500 square mile area of western Pennsylvania. The area served by
Penn has a population of approximately 0.4 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. It also has
ownership interests in certain generating facilities in Pennsylvania. CEI
engages in the generation, distribution and sale of electric energy in an
area of approximately 1,700 square miles in northeastern Ohio. 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. It also has
ownership interests in certain generating facilities in Pennsylvania. TE
engages in the generation, distribution and sale of electric energy in an
area of approximately 2,500 square miles in northwestern Ohio. 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.

          FE Services was organized under the laws of the State of Ohio in
1997 and provides energy-related products and services. FE Services has
two subsidiaries, Penn Power Energy, Inc. (a Pennsylvania corporation),
which provides electric generation services and other energy services to
Pennsylvania customers and FirstEnergy Generation Corp., which operates
the nonnuclear generation businesses of the Companies. FE Facilities is
the parent company of eleven direct subsidiaries, which are heating,
ventilating, air conditioning and energy management companies. FETS, which
had been organized as a corporation in Delaware in 1995, had primarily
acquired and arranged for the delivery of electricity and natural gas to
FE Services' retail customers. MARBEL is a natural gas pipeline company
whose subsidiaries include MARBEL HoldCo, Inc. a holding company which has
a 50% ownership in Great Lakes Energy Partners, LLC, an oil and natural
gas exploration and production venture, and other subsidiaries owning
interests in natural gas distribution and transmission facilities, and
Northeast Ohio Operating Companies, Inc., a holding company, which
provides gas distribution and transportation services.

Merger Agreement

          On August 8, 2000, the Company and GPU, Inc. (GPU), a
Pennsylvania corporation, entered into an Agreement and Plan of Merger.
Under the merger agreement, the Company would acquire all of the
outstanding shares of GPU's common stock for approximately $4.5 billion in
cash and FirstEnergy common stock. Approximately $7.4 billion of debt and
preferred stock of GPU's subsidiaries would still be outstanding. The
transaction would be accounted for by the purchase method. The combined
company's principal electric utility operating companies would include OE,
CEI, TE, Penn and ATSI, as well as GPU's electric utility operating
companies - Jersey Central Power & Light Company, Metropolitan Edison
Company and Pennsylvania Electric Company, which serve customers in New
Jersey and Pennsylvania.

          Under the agreement, GPU shareholders would receive the
equivalent of $36.50 for each share of GPU common stock they own, payable
in cash or in FirstEnergy common stock, as long as FirstEnergy's common
stock price is between $24.2438 and $29.6313. GPU shareholders would be
able to elect the form of consideration they wish to receive, subject to
proration so that the aggregate consideration to all GPU shareholders will
be 50 percent cash and 50 percent FirstEnergy common stock. Each GPU share
converted into FirstEnergy common stock would receive not less than 1.2318
and not more than 1.5055 shares of FirstEnergy common stock, depending on
the average closing price of FirstEnergy stock during the 20-day trading
period ending on the seventh trading date prior to the merger closing. The
stock portion of the consideration is expected to be tax-free to GPU
shareholders.

          The merger has been approved by the respective shareholders of
the Company and GPU, the Federal Energy Regulatory Commission (FERC), the
Nuclear Regulatory Commission (NRC), State of New York Department of
Public Service and the Federal Communications Commission, and is expected
to close promptly after all of the conditions to the consummation of the
merger, including the receipt of all necessary regulatory approvals, are
fulfilled or waived. The Company and GPU are working to secure the receipt
of all remaining necessary regulatory approvals, including, but not
limited to, the Securities and Exchange Commission (SEC), by the end of
the second quarter of 2001.

Utility Regulation

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

PUCO Rate Matters

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

          These plans were to maintain then current base electric rates
for OE, CEI and TE through December 31, 2005, unless additional revenues
were needed to recover the costs of changes in environmental, regulatory
or tax laws or regulations. At the end of the plan periods, OE base rates
were to be reduced by $300 million (approximately 20 percent below then
current levels) and CEI and TE base rates were to be reduced by a combined
$310 million (approximately 15 percent below then current levels). As part
of these plans, transition rate credits were implemented for customers,
which were expected to reduce operating revenues for OE by approximately
$600 million and CEI and TE by approximately $391 million during the plan
period. The plans also had revised fuel recovery rate formulas so that
OE's, CEI's and TE's fuel rates would be frozen through the regulatory
plan period, subject to limited periodic adjustments (see "Fuel Recovery
Procedures"). The plans were terminated at the end of 2000 concurrent with
the implementation of the FirstEnergy transition plan as described further
below.

          In July 1999, Ohio's electric utility restructuring legislation,
which allowed Ohio electric customers to select their generation suppliers
beginning January 1, 2001, was signed into law. Among other things, the
legislation provides for a 5% reduction on the generation portion of
residential customers' bills and the opportunity to recover transition
costs, including regulatory assets, from January 1, 2001 through
December 31, 2005. The period for the recovery of regulatory assets only
can be extended up to December 31, 2010. The PUCO was authorized to
determine the level of transition cost recovery, as well as the recovery
period for the regulatory assets portion of those costs, in considering
each Ohio electric utility's transition plan application.

          The Company, on behalf of its Ohio electric utility operating
companies -- OE, CEI and TE -- filed its transition plan under Ohio's new
electric utility restructuring law in late 1999. The filing also included
additional information on the Company's plans to turn over control, and
perhaps ownership, of its transmission assets to the Alliance Regional
Transmission Organization. The transition plan itemized, or unbundled, the
current price of electricity into its component elements -- including
generation, transmission, distribution and transition charges. As required
by the PUCO's rules, the Company's transition plan also included its
proposals on corporate separation of its regulated and unregulated
operations, operational and technical support changes needed to
accommodate customer choice, an education program to inform customers of
their options under the law, and how the Company's transmission system
will be operated to ensure access to all users. Customer prices would be
frozen through a five-year market development period (2001-2005), except
for certain limited statutory exceptions including the 5% reduction in the
price of generation for residential customers. The plan:  (i) proposed
recovery of generation-related transition costs of approximately
$1.8 billion ($1.6 billion, net of deferred income taxes), $1.9 billion
($1.7 billion, net of deferred income taxes) and $0.8 billion
($0.7 billion, net of deferred income taxes) for OE, CEI and TE,
respectively, over the market development period; and (ii) proposed
recovery of transition costs related to regulatory assets aggregating
approximately $1.5 billion ($1.0 billion, net of deferred income taxes),
$1.9 billion ($1.4 billion, net of deferred income taxes) and $0.8 billion
($0.5 billion, net of deferred income taxes) for OE, CEI and TE,
respectively.

          On July 19, 2000, the PUCO approved the Company's transition plan
as modified by a settlement agreement with major parties to the transition
plan. Major parties to the settlement agreement included the PUCO staff, the
Ohio Consumers' Counsel, the Industrial Energy Users-Ohio, certain power
marketers and others. Major provisions of the settlement agreement consisted
of approval of recovery of transition costs in the amounts filed in the
transition plan through no later than 2006 for OE, mid-2007 for TE and 2008
for CEI, except where a longer period of recovery is provided for in the
settlement agreement. The Company will also give preferred access over the
Company's subsidiaries to nonaffiliated marketers, brokers and aggregators
to 1,120 megawatts of generation capacity through 2005 at established prices
for sales to the Ohio operating companies' retail customers. The base
electric rates for distribution service for OE, CEI and TE under their prior
respective regulatory plans will be extended from December 31, 2005 through
December 31, 2007. The transition rate credits for customers under their
prior regulatory plans will also be extended through the Companies'
respective transition cost recovery periods.

          The application of Statement of Financial Accounting Standards
(SFAS) No. 71, "Accounting for the Effects of Certain Types of Regulation"
(SFAS 71), to OE's generation business and the nonnuclear generation
businesses of CEI and TE was discontinued with the issuance of the PUCO
transition plan order. The SEC issued interpretive guidance regarding asset
impairment measurement that concluded any supplemental regulated cash flows
such as a competitive transition charge (CTC) should be excluded from the
cash flows of assets in a portion of the business not subject to regulatory
accounting practices. If those assets are impaired, a regulatory asset
should be established if the costs are recoverable through regulatory cash
flows. Consistent with the SEC guidance, $1.6 billion of impaired plant
investments ($1.2 billion, $304 million and $53 million for OE, CEI and TE,
respectively) were recognized as regulatory assets recoverable as transition
costs through future regulatory cash flows.

          The settlement agreement provides to the Company's Ohio customers
an additional incentive applied to the generation shopping credit of 45%
for residential customers, 30% for commercial customers and 15% for
industrial customers as reductions from their bills, when they select
alternative energy providers (the credits exceed the price the Company will
be offering to electricity suppliers relating to the 1,120 megawatts
described in the preceding paragraph). The amount of the incentive will
serve to reduce the amortization of transition costs during the market
development period and will be recovered over the remaining transition cost
recovery periods. If the customer switching targets established in the
settlement agreement are not achieved by the end of 2005, the transition
cost recovery periods could be shortened for OE, CEI and TE to reduce
recovery by as much as $500 million (OE-$250 million, CEI-$170 million and
TE-$80 million), but any such adjustment would be computed on a class-by-
class and pro-rata basis.

          All of OE's, CEI's and TE's regulatory assets will continue to
be recovered from customers under provisions of the Ohio transition plan.
Under the previous regulatory plan, the PUCO had authorized OE to
recognize additional capital recovery related to its generating assets
(which was reflected as additional depreciation expense) and additional
amortization of regulatory assets during the plan period of at least
$2 billion more than the amount that would have been recognized if OE's
plan were not in effect. These additional amounts were being recovered
through current rates. CEI and TE recognized fair value purchase
accounting adjustments to reduce nuclear plant by $1.71 billion and
$0.84 billion, respectively, in connection with the 1997 FirstEnergy
merger. These fair value adjustments recognized for financial reporting
purposes satisfied the asset reduction commitments of at least
$1.4 billion for CEI and $0.6 billion for TE contained in the CEI and TE
plan. For regulatory purposes, CEI and TE recognized the accelerated
amortization over the period that their rate plan was in effect. Based on
the transition plan, OE, CEI and TE continue to bill and collect cost-
based rates for their transmission and distribution services, which remain
regulated; accordingly, it is appropriate that they continue the
application of SFAS 71 to those operations.

     PPUC Rate Matters

          In December 1996, Pennsylvania enacted "The Electricity
Generation Customer Choice and Competition Act," which permitted
customers, including Penn's customers, to choose their electric generation
supplier, while transmission and distribution services will continue to be
supplied by their current providers. In June 1998, the PPUC authorized a
rate restructuring plan for Penn in accordance with this law, which
essentially resulted in the deregulation of Penn's generation business as
of June 30, 1998. Penn was required to remove from its balance sheet all
regulatory assets and liabilities related to its generation business and
assess all other assets for impairment. In accordance with the above SEC
guidance, Penn reduced its nuclear generating unit investments by
approximately $305 million, of which approximately $227 million was
recognized as a regulatory asset to be recovered through a CTC over a
seven-year transition period; the remaining net amount of $78 million was
written off. The charge of $51.7 million ($30.5 million after income
taxes) for discontinuing the application of SFAS 71 to Penn's generation
business was recorded as a 1998 extraordinary item on the Company's, OE's
and Penn's respective Statement of Income.

          The phase in of customer choice was completed on January 1,
2001. Under the plan, Penn continues to deliver power to homes and
businesses through its distribution system, which remains regulated by the
PPUC. Penn's rates have been restructured to establish separate charges
for transmission and distribution; generation, which is subject to
competition, and stranded cost recovery. In the event customers obtain
power from an alternative source, the generation portion of Penn's rates
will be excluded from their bill and the customers will receive a
generation charge from the alternative supplier. The stranded cost
recovery portion of rates provides for recovery of certain amounts not
otherwise considered recoverable in a competitive generation market,
including regulatory assets. Penn is entitled to recover $236 million of
stranded costs through a competitive transition charge that started in
1999 and ends in 2006.

     FERC Rate Matters

          Rates for wholesale customers are regulated by the FERC. The
current FirstEnergy open access rates were approved by the FERC on
March 16, 2000.

          On September 1, 2000, the Company transferred the Companies'
transmission assets into a new subsidiary, ATSI. ATSI now owns and
operates the FirstEnergy transmission system under its own open access
transmission tariff. The new subsidiary represents a first step toward the
goal of establishing or becoming part of a larger independent regional
transmission organization (RTO). In working toward that goal, the Company
joined with four other companies -- American Electric Power (AEP),
Consumers Energy, Detroit Edison and Virginia Power -- to form the
Alliance RTO. On June 3, 1999, the Alliance submitted an application to
the FERC to form an independent, for profit RTO. On December 15, 1999, the
FERC issued an order conditionally approving the Alliance's application.
On January 24, 2001, the Alliance received final FERC approval.Northern
Indiana Public Service Company and The Dayton Power and Light Company have
also joined the Alliance. The Company is working with the Alliance to
achieve operational status by the end of 2001.

          On February 21, 2001, the FERC approved the application of
FirstEnergy and the Companies under Sections 203 and 205 of the Federal
Power Act to implement the corporate restructuring plan approved by the
PUCO as part of the Ohio transition plan. The corporate separation plan
approved by the PUCO will result in FirstEnergy's operations being split
into a competitive business unit, a utility business unit, and a support
services unit. The corporate restructuring plan calls for FirstEnergy's
generating facilities to be transferred to an Exempt Wholesale Generator
(EWG) owned by FE Services. The transfer of the generating facilities to
the EWG will occur after bond indenture and sale/leaseback requirements
are satisfied. All competitive sales of generation will occur through FE
Services. FE Services will also sell power to the Companies at fixed
prices sufficient for the Companies to meet their provider of last resort
and other regulatory obligations. The utility business unit will consist
of the transmission and distribution operations of ATSI, CEI, OE, Penn and
TE.

          On March 21, 2001, the Company, along with other members of the
Alliance and the Midwest Independent System Operator, Inc. (MISO) filed a
settlement agreement with the FERC that would resolve inter-RTO issues
between the Alliance and MISO. If approved by the FERC, this settlement
agreement will also permit Ameren Corporation, Commonwealth Edison
Company, Commonwealth Edison of Indiana, Inc., and Illinois Power Company
to leave the MISO and join the Alliance.

     Fuel Recovery Procedures

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

          Commencing July 1, 2000, the OE EFC rate was limited to 97% of
the average fuel cost rate of three utilities within the state. On
March 1, 2000, the respective EFC rates in effect for CEI and TE were
reduced to reflect the elimination of annual fixed charges related to a
Bruce Mansfield Plant coal supply contract which amounted to
$13.96 million for CEI and $8.74 million for TE. The resulting reduced EFC
rates were used as the basis for the annual GDP adjustment, but, in no
event, could either company's annual EFC rate exceed 1.465 cents per kWh
during the rate plan period.

          Under the Ohio deregulation legislation the EFC was repealed
effective with the beginning of the market development period on
January 1, 2001. The unbundled retail electric rates for OE, CEI and TE
during the market development period reflects the respective EFC rates
that were in effect when the legislation was effective in 1999.

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

Capital Requirements

          Capital expenditures for the Company and its subsidiaries for
the years 2000 through 2005, 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,
transmission lines, distribution lines, substations and other additions.
See "Environmental Matters" below with regard to possible environment-
related expenditures not included in the forecast.

                         2000     2001-2005 Capital Expenditures Forecast
                                  ---------------------------------------
                        Actual      2001        2002-2005         Total
                        ------      ----        ---------         -----
                                             (In millions)
  OE                     $192       $ 90          $  270          $  360
  Penn                     30         28             125             153
  CEI                      96        103             352             455
  TE                       93         49             169             218
  ATSI                     10         21              91             112
  FE Services               2        311             519             830
  Other subsidiaries      107         81             341             422
                         ----       ----          ------          ------
  Total                  $530       $683          $1,867          $2,550


          During the 2001-2005 period, maturities of, and sinking fund
requirements for, long-term debt and preferred stock of the Company and
its subsidiaries are:

                               Preferred Stock and Long-Term Debt
                                  2001-2005 Redemption Schedule
                               -----------------------------------
                                 2001       2002-2005      Total
                                 ----       ---------      -----
                                         (In millions)

  OE                             $ 22        $  917       $  939
  Penn                              1            81           82
  CEI                             137           944        1,081
  TE                               30           475          505
  Other subsidiaries                3             8           11
                                 ----        ------       ------
  Total                          $193        $2,425       $2,618

          OE's and Penn's nuclear fuel purchases are financed through OES
Fuel (a wholly owned subsidiary of OE) commercial paper and loans, both of
which are supported by a $180.5 million long-term bank credit agreement.
CEI and TE severally lease their respective portions of nuclear fuel and
pay for the fuel as it is consumed. The Companies' respective investments
for additional nuclear fuel, and nuclear fuel investment reductions as the
fuel is consumed, during the 2001-2005 period are presented in the
following table. The table also shows the Companies' operating lease
commitments, net of capital trust cash receipts for the 2001-2005 period.

<TABLE>
<CAPTION>
                                                                          Other Net
                   Nuclear Fuel 2001-2005 Forecasts              Operating Lease Commitments
             ----------------------------------------------
                 New Investments          Consumption                2001-2005 Schedule
             ----------------------  ----------------------      --------------------------
             2001  2002-2005  Total  2001  2002-2005  Total         2001  2002-2005  Total
             ----  ---------  -----  ----  ---------  -----         ----  ---------  ------
                                          (In millions)
<S>          <C>     <C>      <C>    <C>      <C>     <C>           <C>      <C>      <C>
OE           $16     $ 90     $106   $ 27     $ 99    $126          $ 68     $304     $372
Penn          23       58       81     18       73      91            --        1        1
CEI            8      106      114     32      112     144            21       53       74
TE             7       72       79     23       76      99            72      302      374
             ---     ----     ----   ----     ----    ----          ----     ----     ----
Total        $54     $326     $380   $100     $360    $460          $161     $660     $821

</TABLE>




          Short-term borrowings outstanding at December 31, 2000, consisted
of $539.8 million of bank borrowings (Company-$395.0 million, OE-$136.4 and
FE Facilities-$8.4) and $159.9 million of OES Capital, Incorporated
commercial paper. OES Capital is a wholly owned subsidiary of OE whose
borrowings are secured by customer accounts receivable. OES Capital can
borrow up to $170 million under a receivables financing agreement at rates
based on certain bank commercial paper. The Company and its utility
operating subsidiaries also had $243 million (Company-$55 million and OE-
$188 million) available under revolving lines of credit as of December 31,
2000. The Company may borrow under the facility and could transfer any of
its borrowings under its $450 million line of credit to CEI and/or TE. In
addition, Penn had a $2 million bank facility available that provides for
borrowings on a short-term basis at the bank's discretion.

          Based on their present plans, the Companies could provide for
their cash requirements in 2001 from the following sources: funds to be
received from operations; available cash and temporary cash investments
(approximate amounts as of December 31, 2000: Company's nonutility
subsidiaries-$26 million, OE-$15 million, Penn-$3 million, CEI-$3 million,
TE-$1 million and Company-$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 first mortgage bonds and
preferred stock. The Companies will continue to monitor financial market
conditions and, where appropriate, may take advantage of economic
opportunities to refund debt and preferred stock to the extent that their
financial resources permit.

          The coverage requirements contained in the first mortgage
indentures under which the Companies issue first mortgage bonds provide
that, except for certain refunding purposes, the Companies may not issue
first mortgage bonds unless applicable net earnings (before income taxes),
calculated as provided in the indentures, for any period of twelve
consecutive months within the fifteen calendar months preceding the month
in which such additional bonds are issued, are at least twice annual
interest requirements on outstanding first mortgage bonds, including those
being issued. Under OE's first mortgage indenture, the availability of
property additions is more restrictive than the earnings test at the
present time and would limit the amount of first mortgage bonds issuable
against property additions to $158 million. OE is currently able to issue
$921 million principal amount of first mortgage bonds against previously
retired bonds without the need to meet the above restrictions. Under Penn's
first mortgage indenture, other requirements also apply and are more
restrictive than the earnings test at the present time. Penn is currently
able to issue $224 million principal amount of first mortgage bonds, with
up to $123 million of such amount issuable against property additions; the
remainder could be issued against previously retired bonds. CEI and TE can
issue $828 million and $543 million, respectively, principal amount of
first mortgage bonds against a combination of previously retired bonds and
property additions.

          OE's, Penn's and TE's respective articles of incorporation
prohibit the sale of preferred stock unless applicable gross income,
calculated as provided in the articles of incorporation, is equal to at
least 1-1/2 times the aggregate of the annual interest requirements on
indebtedness and annual dividend requirements on preferred stock
outstanding immediately thereafter. Based upon earnings for 2000 and an
assumed dividend rate of 9.25%, OE, Penn and TE would be permitted, under
the earnings coverage test contained in their charters, to issue at least
$1.7 billion, $55 million and $463 million of preferred stock,
respectively. There are no restrictions on CEI' s ability to issue
preferred stock.

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

Nuclear Regulation

          The construction and operation of nuclear generating units are
subject to the regulatory jurisdiction of the NRC including the issuance by
it of construction permits and operating licenses. 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. In this connection, 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 in the event of substantial safety
concerns at the nuclear facility. 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.

          The NRC has promulgated and continues to promulgate regulations
related to the safe operation of nuclear power plants. The Companies cannot
predict what additional regulations will be promulgated or design changes
required or the effect that any such regulations or design changes, or the
consideration thereof, may have upon 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 the Company's consolidated
financial position. In addition, such an accident at any operating nuclear
plant, whether or not owned by the Companies, could result in regulations
or requirements that could affect the operation or licensing of plants that
the Companies do own with a consequent but currently undeterminable adverse
impact, and could affect the Companies' abilities to raise funds in the
capital markets.

Nuclear Insurance

          The Price-Anderson Act limits the public liability which can be
assessed with respect to a nuclear power plant to $9.5 billion (assuming
106 units licensed to operate) for a single nuclear incident, which amount
is covered by: (i) private insurance amounting to $200 million; and
(ii) $9.3 billion provided by an industry retrospective rating plan
required by the NRC pursuant thereto. Under such retrospective rating plan,
in the event of a nuclear incident at any unit in the United States
resulting in losses in excess of private insurance, up to $88.1 million
(but not more than $10 million per unit per year in the event of more than
one incident) must be contributed for each nuclear unit licensed to operate
in the country by the licensees thereof to cover liabilities arising out of
the incident. Based on their nuclear ownership and leasehold interests, the
Companies' maximum potential assessment under these provisions would be
$352.4 million (OE-$94.2 million, Penn-$74.0 million, CEI-$106.3 million
and TE-$77.9 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 Nuclear Electric
Insurance Limited (NEIL) which provides coverage (NEIL I) for the extra
expense of replacement power incurred due to prolonged accidental outages
of nuclear units. Under NEIL I, the Companies have policies, renewable
yearly, corresponding to their respective nuclear interests, which provide
an aggregate indemnity of up to approximately $789 million (OE-
$210 million, Penn-$148 million, CEI-$255 million and TE-$176 million) for
replacement power costs incurred during an outage after an initial 12-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 $4.1 million (OE-$1.1 million, Penn-$0.9 million, CEI-
$1.2 million and TE-$0.9 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 $33.5 million (OE-$9.3 million, Penn-$6.5 million, CEI-
$10.5 million and TE-$7.2 million) during a policy year.

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

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

Environmental Matters

          Various federal, state and local authorities regulate the
Companies with regard to air and water quality and other environmental
matters. The Companies have estimated capital expenditures for
environmental compliance of approximately $201 million, which is included
in the construction estimate given under "Capital Requirements" for 2001
through 2005.

     Air Regulation

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

          The Companies are required to meet federally approved SO2
regulations. Violations of such regulations can result in shutdown of the
generating unit involved and/or civil or criminal penalties of up to
$27,500 for each day the unit is in violation. The EPA has an interim
enforcement policy for SO2 regulations in Ohio that allows for compliance
based on a 30-day averaging period. The Companies cannot predict what
action the EPA may take in the future with respect to the interim
enforcement policy.

          The Companies are in compliance with the current SO2 and nitrogen
oxides (NOx) reduction requirements under the Clean Air Act Amendments of
1990. SO2 reductions are being achieved by burning lower-sulfur fuel,
generating more electricity from lower-emitting plants, and/or using
emission allowances. NOx reductions 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 NOx
reductions from the Companies' Ohio and Pennsylvania facilities. The EPA's
NOx Transport Rule imposes uniform reductions of NOx emissions (an
approximate 85% reduction in utility plant NOx emissions from projected
2007 emissions) across a region of twenty-two states and the District of
Columbia, including Ohio and Pennsylvania, based on a conclusion that such
NOx emissions are contributing significantly to ozone pollution in the
eastern United States. In March 2000, the U.S. Court of Appeals for the
D.C. Circuit upheld EPA's NOx Transport Rule except as applied to the State
of Wisconsin and portions of Georgia and Missouri. By October 2000, states
were to submit revised State Implementation Plans (SIP) to comply by
May 31, 2004 with individual state NOx budgets established by the EPA.
Pennsylvania recently submitted a SIP that requires compliance with the NOx
budgets at the Companies' Pennsylvania facilities by May 1, 2003 and Ohio
submitted a "draft" SIP that requires compliance with the NOx budgets at
the Companies' Ohio facilities by May 31, 2004. A Federal Implementation
Plan accompanied the NOx Transport Rule and may be implemented by the EPA
in states which fail to revise their SIP. In another separate but related
action, eight states filed petitions with the EPA under Section 126 of the
Clean Air Act seeking reductions of NOx emissions which are alleged to
contribute to ozone pollution in the eight petitioning states. The EPA
position is that the Section 126 petitions will be adequately addressed by
the NOx Transport Program, but a December 17, 1999 rulemaking established
an alternative program which would require nearly identical 85% NOx
reductions at 392 utility plants, including the Companies' Ohio and
Pennsylvania plants, by May 2003, in the event implementation of the NOx
Transport Rule is not implemented by a state. Additional Section 126
petitions were filed by New Jersey, Maryland, Delaware and the District of
Columbia in mid-1999 and are still under evaluation by the EPA. The
Companies continue to evaluate their compliance plans and other compliance
options.

          In July 1997, the EPA promulgated changes in the National Ambient
Air Quality Standard (NAAQS) for ozone and proposed a new NAAQS for
previously unregulated ultra-fine particulate matter. In May 1999, the U.S.
Court of Appeals found constitutional and other defects in the new NAAQS
rules. In February 2001, the U.S. Supreme Court upheld the new NAAQS rules
regulating ultra-fine particulates but found defects in the new NAAQS rules
for ozone and decided that the EPA must revise those rules. The future cost
of compliance with these regulations may be substantial and will depend on
the manner in which they are ultimately implemented, if at all, by the
states in which the Companies operate affected facilities.

          In 1999 and 2000, the EPA issued Notices of Violation (NOV) or a
Compliance Order to nine utilities covering 44 power plants, including the
W. H. Sammis Plant. 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. The NOV and complaint allege violations of the Clean Air
Act based on operation and maintenance of the 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. Although unable to predict the outcome
of these proceedings, the Company believes the Sammis Plant is in full
compliance with the Clean Air Act and the NOV and complaint are without
merit. Penalties could be imposed if the Sammis Plant continues to operate
without correcting the alleged violations and a court determines that the
allegations are valid. The Sammis Plant continues to operate while these
proceedings are pending.

          In December 2000, the EPA announced it would proceed with the
development of regulations regarding hazardous air pollutants from electric
power plants. The EPA identified mercury as the hazardous air pollutant of
greatest concern. The EPA established a schedule to propose regulations by
December 2003 and issue final regulations by December 2004. The future cost
of compliance with these regulations may be substantial.

     Water Regulation

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

     Waste Disposal

          As a result of the Resource Conservation and Recovery Act of
1976, as amended, and the Toxic Substances Control Act of 1976, federal and
state hazardous waste regulations have been promulgated. Certain fossil-
fuel combustion waste products, such as coal ash, were exempted from
hazardous waste disposal requirements pending EPA's evaluation of the need
for future regulation. EPA has issued its final regulatory determination
that regulation of coal ash as a hazardous waste is unnecessary. On
April 25, 2000, the EPA announced that it will develop national standards
regulating disposal of coal ash under its authority to regulate
nonhazardous waste.

          CEI and TE have been named as "potentially responsible parties"
(PRPs) at waste disposal sites which may require cleanup under the
Comprehensive Environmental Response, Compensation and Liability Act of
1980. Allegations of disposal of hazardous substances at historical sites
and the liability involved, are often unsubstantiated and subject to
dispute. Federal law provides that all PRPs for a particular site be held
liable on a joint and several basis. CEI and TE have accrued liabilities
totaling $3.7 million at December 31, 2000, based on estimates of the total
costs of cleanup, the proportionate responsibility of other PRPs for such
costs and the financial ability of other PRPs to pay. CEI and TE believe
that waste disposal costs will not have a material adverse effect on their
financial condition, cash flows or results of operations.

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

     Summary

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

Fuel Supply

          The Companies' sources of generation during 2000 were:

                        Coal      Nuclear
                        ----      -------

  OE                    73.8%      26.2%
  Penn                  38.8%      61.2%
  CEI                   53.4%      46.6%
  TE                    43.3%      56.7%
  Total FirstEnergy     58.5%      41.5%


          The Company currently has long-term coal contracts which will
provide approximately 11,040,000 tons for the year 2001. The contracts are
shared among the Companies based on various economic considerations. This
contract coal is produced primarily from mines located in Pennsylvania,
Kentucky and West Virginia. The contracts expire at various times through
December 31, 2005.

          The Companies estimate their 2001 coal requirements to be
approximately 18,230,000 tons (OE - 7,425,000, Penn - 6,050,000, CEI -
 3,465,000, and TE - 1,290,000). See "Environmental Matters" for factors
pertaining to meeting environmental regulations affecting coal-fired
generating units.

          OES Fuel is the sole lessor for OE's and Penn's nuclear fuel
requirements (see "Capital Requirements," Note 4G of Notes to the Company's
Consolidated Financial Statements and Note 3F of Notes to OE's Consolidated
Financial Statements). Nuclear fuel is currently financed for CEI and TE
through leases with a special-purpose corporation.

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

          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 2018 and 2009, respectively. After
scheduled plant modifications are completed in 2002, Davis-Besse will have
adequate storage through the remainder of its 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; however, the selection of a suitable site is embroiled in the
political process. The Company has contracts with the U.S. Department of
Energy (DOE) for the disposal of spent fuel for Beaver Valley, Davis-Besse
and Perry. On December 17, 1996, the DOE notified the Company that it would
be unable to begin acceptance of spent fuel for disposal by January 31,
1998 as mandated by Section 302(a)(5)(B) of the Nuclear Waste Policy Act
(NPA). 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 Company intends 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 2000 net maximum hourly demand on each of the Companies was:
OE-5,538,000 kilowatts (kW) (including an additional 310,000 kW of firm
power sales as discussed under "Competition") on June 14, 2000; Penn-
926,000 kW (including an additional 63,000 kW of firm power sales as
discussed under "Competition") on December 12, 2000; CEI-4,280,000 kW
(excluding an additional 50,000 kW of firm power sales under a contract
which extends through 2002 as discussed under "Competition") on June 14,
2000; and TE-1,976,000 kW on August 15, 2000.

          The Company is constructing twelve new combustion turbines (CTs),
increasing generation capability by 1,155 MW by 2003. Eight of the new CTs
(815 MW) are expected to be on-line by the summer of 2001. The remaining 4
CTs (340 MW) are planned to be available for the summer of 2002. Based on
existing capacity plans, firm purchase contracts and anticipated term power
sales, the capacity margin anticipated for the next two years ranges from
12%-14%. In addition to physical assets and contracts, the Company's power
supply plan includes interruptible retail contracts and retail demand-side
management options and financial hedges such as call options, futures and
forwards.

Regional Reliability

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

Competition

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

          As a result of the 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 and Pennsylvania,
in which the Company'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 choose their electric generation
suppliers starting in January 2001, the Company has further aligned its
business units to accommodate its retail strategy and participate in the
competitive electricity marketplace in Ohio. The organizational changes are
intended to deal with the unbundling of electric utility services and new
ways of conducting business.

          Sales of electricity in these deregulated markets are
diversifying the Companies' revenue sources through FirstEnergy's
competitive subsidiaries in areas outside of their franchise areas. This
strategy has positioned the Company to compete in the northeast quadrant of
the United States - the region targeted by the Company for growth. The
Company's competitive subsidiaries are actively participating in
deregulated energy markets in Ohio, Pennsylvania, New Jersey, Delaware and
Maryland. Currently, FE Services is providing electric generation to
customers within those states. As additional states within the northeast
region of the United States become deregulated, FE Services is preparing to
enter these markets.

          Competition in Ohio's electric generation business is being
phased in during the five-year market development period, through 2005. The
Company has moved the operation of the generation portion of its business
to the competitive business unit as reflected in its approved Ohio
transition plan. The Companies will continue to provide generation services
to regulated franchise customers who have not chosen an alternative,
competitive generation supplier, by obtaining generation through power
supply agreements with the competitive business unit.  In addition to
electric generation, FE Services is also competing in deregulated natural
gas markets, adding nearly 140,000 customers in 2000, as well as offering
other energy related products and services.

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

Research and Development

          The Companies participate in funding the Electric Power Research
Institute (EPRI), which was formed for the purpose of expanding electric
research and development under the voluntary sponsorship of the nation's
electric utility industry - public, private and cooperative. Its goal is to
mutually benefit utilities and their customers by promoting the development
of new and improved technologies to help the utility industry meet present
and future electric energy needs in environmentally and economically
acceptable ways. EPRI conducts research on all aspects of electric power
production and use, including fuels, generation, delivery, energy
management and conservation, environment effects and energy analysis. The
major portion of EPRI research and development projects is directed toward
practical solutions and their applications to problems currently facing the
electric utility industry. In 2000, approximately 70% of the Companies'
research and development expenditures were related to EPRI.

Executive Officers

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

                              Position Held During
    Name         Age            Past Five Years                 Dates
--------------   ---   -----------------------------------   -------------
H.P. Burg        54    Chairman of the Board and Chief
                       Executive Officer                      2000-present
                       President and Chief Executive
                        Officer                               1999-2000
                       President and Chief Operating
                        Officer                               1998-1999
                       President and Chief Financial
                        Officer                               1997-1998
                       President, Chief Operating
                        Officer and Chief Financial
                        Officer-OE                            1996-1997
                       Senior Vice President and Chief
                        Financial Officer-OE                  *-1996

A.J. Alexander   49    President                              2000-present
                       Executive Vice President and
                        General Counsel                       1997-2000
                       Senior Vice President and General
                        Counsel-OE                            *-1997

E.T. Carey       58    Vice President - Distribution          1997-present
                       Vice President - Regional Operations
                        and Customer Service-OE               *-1997

M.B. Carroll     49    Vice President - Corporate Affairs     1997-present
                       Manager - Sandusky Area-OE             *-1997

K.W. Dindo       51    Vice President - Energy Services       1998-present
                       Vice President and Controller -
                        Caliber System, Inc.                  *-1998

D.S. Elliott     46    Vice President - Sales and Marketing   1997-present
                       Manager - FirstEnergy Services - OE    1997
                       Manager - Eastern Division - OE        1996-1997
                       Manager - Youngstown Division - OE     *-1996

A.R. Garfield    62    Senior Vice President - Supply and
                       Sales                                  2000-present
                       Vice President - Business Development  1997-2000
                       Vice President - System Operations
                        - OE                                  *-1997

J.A. Gill        64    Senior Vice President - Administra-
                        tive Services                         1998-present
                       Vice President - Administrative
                        Services                              1997-1998
                       Vice President - Administration - OE   *-1997

K.J. Keough      41    Vice President - Business Planning
                        & Ventures                            1999-present
                       Partner - McKinsey & Company           *-1999

R.H. Marsh       50    Vice President and Chief Financial
                        Officer                               1998-present
                       Vice President - Finance               1997-1998
                       Treasurer - OE                         *-1997

G.L. Pipitone    51    Vice President - Fossil Production     1997-present
                       Vice President - Generation and
                        Transmission - OE                     1996-1997
                       Manager - Akron Division - OE          *-1996

S.F. Szwed       48    Vice President - Transmission          1997-present
                       Vice President - Engineering &
                        Planning - Centerior Service Company  *-1997

L.L. Vespoli     41    Vice President and General Counsel     2000-present
                       Associate General Counsel              1997-2000
                       Senior Attorney - OE                   *-1997

N.C. Ashcom      53    Corporate Secretary                    1997-present
                       Secretary - OE                         *-1997

T. C. Navin      43    Treasurer                              1998-present
                       Assistant Treasurer                    1998-1998
                       Director, Treasury Services            1998-1998
                       Director, Asset Strategy               1997-1998
                       Staff Business Analyst - OE            1997-1997
                       Senior Business Analyst - OE           *-1997

H. L. Wagner     48    Controller                             1997-present
                       Comptroller - OE                       *-1997

Except for H. P. Burg, A. J. Alexander, M. B. Carroll, K. W. Dindo, D. S.
Elliott and K. J. Keough, the officers above hold the same office for
FirstEnergy, OE, CEI and TE and H. P. Burg holds the office of President
for OE, CEI and TE.
Except for J. A. Elser holding the office of President and J. A. Gill and
A. R. Garfield holding the offices of Vice President, and except for A. J.
Alexander, M. B. Carroll, K. W. Dindo, D. S. Elliott and K. J. Keough, the
officers above hold the same offices for Penn.

*Indicates position held at least since January 1, 1996.

          As of January 1, 2001, the Company's nonutility subsidiaries and
the Companies had a total of 13,830 employees consisting of the following:
Company - 1,618, OE - 1,372, CEI - 1,046, TE - 539, Penn - 275, FE
Services - 2,334, FENOC - 2,667, FE Facilities - 3,930 and MARBEL - 49
employees.

ITEM 2.  PROPERTIES

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

          The Companies own, individually or together as tenants in common,
and/or lease, the generating units in service as of March 1, 2001, shown on
the table below.

<TABLE>
                                        Net
                                    Demonstrated
                                    Capacity (MW)
                                    -------------
<CAPTION>
                                                         OE               Penn               CEI                 TE
                                                     -----------        ----------       -------------       -----------
                             Unit       Total        %        MW        %       MW       %          MW       %         MW
                             ----       -----        -        --        -       --       -          --       -         --
<S>                        <C>        <C>        <C>        <C>      <C>      <C>      <C>        <C>      <C>       <C>
Plant - Location
----------------
Coal-Fired Units
----------------
Ashtabula-                 5,7,8,9       376         --        --       --       --    100.00%      376        --       --
  Ashtabula, OH
Bay Shore-                   1-4         631         --        --       --       --        --        --    100.00%     631
  Toledo, OH
R. E. Burger-                3-5         406     100.00%      406       --       --        --        --        --       --
  Shadyside, OH
Eastlake-Eastlake, OH        1-5       1,233         --        --       --       --    100.00%    1,233        --       --
Lakeshore-                   18          245         --        --       --       --    100.00%      245        --       --
  Cleveland, OH
B. Mansfield-                 1          780      60.00%      468    33.50%     261      6.50%       51        --       --
  Shippingport, PA            2          780      43.06%      336     9.36%      73     30.28%(b)   236     17.30%(b)  135
                              3          800      49.34%      395     6.28%      50     24.47%      196     19.91%(b)  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                              7,471                3,513               509               2,524                925
                                      ------                -----             -----               -----              -----
Nuclear Units
-------------
Beaver Valley-                1          810      35.00%      283    65.00%     527        --        --        --       --
  Shippingport, PA            2          820      41.88%(a)   343    13.74%     113     24.47%      201     19.91%(c)  163
Davis-Besse-                  1          883         --        --       --       --     51.38%      454     48.62%     429
  Oak Harbor, OH
Perry-                        1        1.248      30.00%(a)   374     5.24%      65     44.85%      561     19.91%     248
  N. Perry Village, OH
                                      ------                -----             -----               -----              -----
    Total                              3,761                1,000               705               1,216                840
                                      ------                -----             -----               -----              -----

Oil/Gas-Fired/
Pumped Storage Units
--------------------
Edgewater-Lorain, OH          4          100     100.00%      100       --       --        --        --        --       --
Richland-Defiance, OH        1-6         432         --        --       --       --        --        --    100.00%     432
Seneca-Warren, PA                        435         --        --       --       --    100.00%      435        --       --
West Lorain-                  1          120     100.00%      120       --       --        --        --        --       --
  Lorain, OH
Other                                    196                  109                19                  33                 35
                                      ------                -----             -----               -----              -----
    Total                              1,283                  329                19                 468                467
                                      ------                -----             -----               -----              -----

    Total                             12,515                4,842             1,233               4,208              2,232
                                      ======                =====             =====               =====              =====

<FN>

Notes:  (a)  OE's interests consist of 20.22% owned and 21.66% leased for
             Beaver Valley Unit 2; and 17.42% owned (representing
             portion leased from a wholly owned subsidiary of OE) and 12.58%
             leased for Perry.
        (b)  CEI's interests consist of 1.68% owned and 28.60% leased and
             TE's interests are leased.
        (c)  TE's interests consist of 1.65% owned and 18.26% leased.

</TABLE>




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

          The Companies' generating plants and load centers are connected
by a transmission system consisting of elements having various voltage
ratings ranging from 23 kilovolts (kV) to 345 kV. The Companies' overhead
and underground transmission lines aggregate 8,713 pole miles.

          The Companies' electric distribution systems include 56,671 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 53,423,000 kilovolt-amperes.

          The Company's transmission system also interconnects with those
of AEP, The Dayton Power & Light Company, Duquesne Light Company, Allegheny
Energy, Inc., Michigan Electric Coordination Systems and Pennsylvania
Electric Company.

          The Company's distribution and transmission systems as of
December 31, 2000, consists of the following:

                                                               Substation
                              Distribution     Transmission    Transformer
                                 Lines            Lines         Capacity
                              ------------     ------------    -----------
                                         (Miles)               (kV-amperes)

                   OE            26,965             550         12,291,000
                   Penn           5,265              44          2,303,000
                   CEI           23,756           2,144         12,897,000
                   TE               685             223          4,474,000
                   ATSI              --           5,752         21,458,000
                                 ------           -----         ----------
                   Total         56,671           8,713         53,423,000


          The Company's MARBEL Energy subsidiary owns interests in crude
oil and natural gas production, as well as natural gas distribution and
transmission facilities. MARBEL's subsidiaries include Marbel HoldCo, Inc.
a holding company which has a 50% ownership in Great Lakes Energy Partners,
LLC (Great Lakes), an oil and natural gas exploration and production
venture and Northeast Ohio Operating Companies, Inc. which has as a
subsidiary, Northeast Ohio Natural Gas Corporation. The joint venture in
Great Lakes includes interests in more than 7,900 oil and natural gas
wells, drilling rights to nearly one million acres, proved reserves of
480 billion cubic feet equivalent of natural gas and oil and 4,800 miles of
pipelines in the Appalachian Basin.

ITEM 3.  LEGAL PROCEEDINGS

         See Environmental Matters section.

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

         None.


                                PART II

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

          The information required by this item for FirstEnergy is included
on page 17 of FirstEnergy's 2000 Annual Report to Stockholders
(Exhibit 13). The information required for OE, CEI, TE and Penn is not
applicable because they are wholly owned subsidiaries.

ITEM 6.  SELECTED FINANCIAL DATA


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

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

          The information called for by items 6 through 8 is incorporated
herein by reference to Selected Financial Data, Management's Discussion and
Analysis of Results of Operations and Financial Condition, and Financial
Statements included on the pages shown in the following table in the
respective company's 2000 Annual Report to Stockholders (Exhibit 13).


                         Item 6     Item 7     Item 8
                         ------     ------     ------

        FirstEnergy        17       18-24      25-47
        OE                  1        2-7        8-26
        Penn                1        2-5        6-20
        CEI                 1        2-6        7-24
        TE                  1        2-6        7-24


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

         None.


                         PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

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

          The information required by Item 10, with respect to
Identification of FirstEnergy's Directors and with respect to reports
required to be filed under Section 16 of the Securities Exchange Act of
1934, is incorporated herein by reference to the Company's 2001 Proxy
Statement filed with the Securities and Exchange Commission (SEC) pursuant
to Regulation 14A and, with respect to Identification of Executive
Officers, to "Part I, Item 1. Business - Executive Officers" herein.

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

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


ITEM 11.  EXECUTIVE COMPENSATION


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

          The information required by Items 11, 12 and 13 is incorporated
herein by reference to the Company's 2001 Proxy Statement filed with the
SEC pursuant to Regulation 14A.

                                 PART IV


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

(a) 1.  Financial Statements

          Included in Part II of this report and incorporated herein by
reference to the respective company's 2000 Annual Report to Stockholders
(Exhibit 13 below) at the pages indicated.

                                               FE    OE  Penn  CEI    TE
                                               --    --  ----  ---    --

Report of Independent Public Accountants       16    26   20   24     24
Statements of Income-Three Years Ended
  December 31, 2000                            25     8    6    7      7
Balance Sheets-December 31, 2000 and 1999      26     9    7    8      8
Statements of Capitalization-December 31,
  2000 and 1999                              27-29  10-11  8  9-10    9-10
Statements of Common Stockholders'
  Equity-Three Years Ended December 31,
  2000                                         30    12    9    11     11
Statements of Preferred Stock-Three Years
  Ended December 31, 2000                      31    12    9    11     11
Statements of Cash Flows-Three Years Ended
  December 31, 2000                            32    13   10    12     12
Statements of Taxes-Three Years Ended
  December 31, 2000                            33    14   11    13     13
Notes to Financial Statements                34-47 15-25 12-19 14-23 14-23


    2.  Financial Statement Schedules

  Included in Part IV of this report:

                                               FE    OE  Penn  CEI    TE
                                               --    --  ----  ---    --
  Report of Independent Public Accountants     44    45   48    46    47

  Schedule - Three Years Ended December 31,
    2000:
  II - Consolidated Valuation and Qualifying
    Accounts                                   49    50   53    51    52

          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 show 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)

    (A) 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)

        10-1      -  FirstEnergy Corp. Executive and Director Incentive
                     Compensation Plan, revised November 15, 1999. (1999
                     Form 10-K, Exhibit 10-1)

        10-2      -  Amended FirstEnergy Corp. Deferred Compensation Plan
                     for Directors, revised November 15, 1999. (1999 Form
                     10-K, Exhibit 10-2)

        10-3      -  Employment, severance and change of control agreement
                     between FirstEnergy Corp. and executive officers.
                     (1999 Form 10-K, Exhibit 10-3)

        10-4      -  FirstEnergy Corp. Supplemental Executive Retirement
                     Plan, amended January 1, 1999. (1999 Form 10-K,
                     Exhibit 10-4)

        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)

        10-7      -  FirstEnergy Corp. Executive and Director Incentive
                     Compensation Plan. (1998 Form 10-K, Exhibit 10-1)

        10-8      -  Amended FirstEnergy Corp. Deferred Compensation Plan
                     for Directors, amended February 15, 1999. (1998
                     Form 10-K, Exhibit 10-2)

    (A) 10-9      -  Restricted stock agreement between FirstEnergy Corp.
                     and A. J. Alexander.

    (A) 10-10     -  Restricted stock agreement between FirstEnergy Corp.
                     and H. P. Burg.

    (A) 10-11     -  Stock option agreement between FirstEnergy Corp. and
                     officers dated November 22, 2000.

    (A) 10-12     -  Stock option agreement between FirstEnergy Corp. and
                     officers dated March 1, 2000.

    (A) 10-13     -  Stock option agreement between FirstEnergy Corp. and
                     director dated January 1, 2000.

    (A) 10-14     -  Stock option agreement between FirstEnergy Corp. and
                     two directors dated January 1, 2001.

    (A) 12.1      -  Consolidated fixed charge ratios.

    (A) 13        -  2000 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, 2000.

    (A) 23        -  Consent of Independent Public Accountants.

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

3.  Exhibits - Ohio Edison

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

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

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

        3-3       -  Code of Regulations of OE as amended September 27,
                     1999. (1999 Form 10-K, Exhibit 3-3.)

    (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:

     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-4
January 1, 1937        2-3402                       B-5
September 1, 1937      Form 8-A                     B-6
June 13, 1939          2-5462                       7(a)-7
August 1, 1974         Form 8-A, August 28, 1974    2(b)
July 1, 1976           Form 8-A, July 28, 1976      2(b)
December 1, 1976       Form 8-A, December 15, 1976  2(b)
June 15, 1977          Form 8-A, June 27, 1977      2(b)
Supplemental Indentures:
September 1, 1944      2-61146                      2(b)(2)
April 1, 1945          2-61146                      2(b)(2)
September 1, 1948      2-61146                      2(b)(2)
May 1, 1950            2-61146                      2(b)(2)
January 1, 1954        2-61146                      2(b)(2)
May 1, 1955            2-61146                      2(b)(2)
August 1, 1956         2-61146                      2(b)(2)
March 1, 1958          2-61146                      2(b)(2)
April 1, 1959          2-61146                      2(b)(2)
June 1, 1961           2-61146                      2(b)(2)
September 1, 1969      2-34351                      2(b)(2)
May 1, 1970            2-37146                      2(b)(2)
September 1, 1970      2-38172                      2(b)(2)
June 1, 1971           2-40379                      2(b)(2)
August 1, 1972         2-44803                      2(b)(2)
September 1, 1973      2-48867                      2(b)(2)
May 15, 1978           2-66957                      2(b)(4)
February 1, 1980       2-66957                      2(b)(5)
April 15, 1980         2-66957                      2(b)(6)
June 15, 1980          2-68023                      (b)(4)(b)(5)
October 1, 1981        2-74059                      (4)(d)
October 15, 1981       2-75917                      (4)(e)
February 15, 1982      2-75917                      (4)(e)
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            (A)                        (4)(2)(a)
April 1, 2000            (A)                        (4)(2)(b)

    (B) 4-2       -  General Mortgage Indenture and Deed of Trust dated as
                     of January 1, 1998 between OE and the Bank of New
                     York, as Trustee. (Registration No. 333-05277,
                     Exhibit 4(g).)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

        10-15     -  Amendment No. 3 dated as of October 31, 1980 to the
                     Bond Guaranty dated as of October 1, 1973, as
                     amended, with respect to the CAPCO Group.
                     (Registration No. 2-68906 of Pennsylvania Power
                     Company, Exhibit 10-16.)

        10-16     -  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) 10-26     -  Severance pay agreement between Ohio Edison Company
                     and W. R. Holland. (1995 Form 10-K, Exhibit 10-48.)

    (C) 10-27     -  Severance pay agreement between Ohio Edison Company
                     and H. P. Burg. (1995 Form 10-K, Exhibit 10-49.)

    (C) 10-28     -  Severance pay agreement between Ohio Edison Company
                     and A. J. Alexander. (1995 Form 10-K, Exhibit 10-50.)

    (C) 10-29     -  Severance pay agreement between Ohio Edison Company
                     and J. A. Gill. (1995 Form 10K, Exhibit 10-51.)

    (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.)

    (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.)

    (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.)

        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.)

        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.)

        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.)

        10-88     -  Receivables Purchase Agreement dated as November 28,
                     1989, as amended and restated as of April 23, 1993,
                     between OES Capital, Incorporated, Corporate Asset
                     Funding Company, Inc. and Citicorp North America,
                     Inc. (1994 Form 10-K, Exhibit 10-106.)

        10-89     -  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.)

    (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.)

    (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.)

    (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.)

    (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) 12.2      -  Consolidated fixed charge ratios.

    (A) 13.1      -  2000 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, 2000.

    (A) 23.1      -  Consent of Independent Public Accountants.

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

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

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

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

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

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

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

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

3.  Exhibits - Penn

         3-1      -  Agreement of Merger and Consolidation dated April 1,
                     1929, among Pennsylvania Power Company (Penn),
                     Harmony Electric Company and Peoples Power Company
                     (consummated May 31, 1930), copies of Letters Patent
                     issued thereon, together with the Election Return and
                     Treasurer's Return, relative to decrease of capital
                     stock; Election Return authorizing change of capital
                     stock and increase of indebtedness; Election Return
                     authorizing change of capital stock; Election Return
                     establishing 4.24% Preferred Stock; Certificate with
                     respect to the establishment of 4.64% Preferred
                     Stock; Election Returns and Certificates of Actual
                     Sale in connection with the purchase by Penn Power of
                     all the property of Pine-Mercer Electric Company,
                     Industry Borough Electric Company, Ohio Township
                     Electric Company, and Shippingport Borough Electric
                     Company; Certificate of Change of Location of Penn
                     Power's principal office; Certificate of Consent
                     authorizing increase in authorized Common Stock;
                     Certificate of Consent with respect to the removal of
                     limitations on the authorized amount of indebtedness
                     of Penn Power; Election Returns and Certificates of
                     Actual Sale in connection with the purchase by Penn
                     Power of all the property of Borolak Public Service
                     Company, Eastfax Public Service Company, Norango
                     Public Service Company, Sadwick Public Service
                     Company, Sosango Public Service Company, Surrick
                     Public Service Company, Wesango Public Service
                     Company, and Westfax Public Service Company;
                     Certificate of Change of Location of Penn Power's
                     principal office; Amendment to the Charter extending
                     the territory in which Penn Power may operate in the
                     Borough of Shippingport, Beaver County, Pennsylvania;
                     Certificate of Consent authorizing increase in
                     authorized Common Stock; Certificate with respect to
                     the establishment of the 8% Preferred Stock;
                     Certificate accepting Business Corporation Law of
                     Pennsylvania for government and regulation of affairs
                     of Penn Power; Articles of Amendment incorporating
                     certain protective provisions relating to Preferred
                     Stock, increasing amount of authorized Preferred
                     Stock and authorizing future increases in amounts of
                     authorized Preferred Stock without a vote of the
                     holders of Preferred Stock; Articles of Amendment
                     increasing the authorized number of shares of Common
                     Stock; Statement Affecting Class or Series of Shares
                     with respect to the establishment of the 7.64%
                     Preferred Stock; Articles of Amendment increasing the
                     authorized number of shares of Common Stock; Articles
                     of Amendment increasing the number of authorized
                     shares of Preferred Stock; Statement Affecting Class
                     or Series of Shares with respect to the establishment
                     of the 8.48% Preferred Stock; Articles of Amendment
                     authorizing sinking fund requirements for Preferred
                     Stock; Statement Affecting Class or Series of Shares
                     with respect to the establishment of the 11%
                     Preferred Stock; Articles of Amendment increasing the
                     authorized number of shares of Common Stock;
                     Statement Affecting Class or Series of Shares with
                     respect to the establishment of the 9.16% Preferred
                     Stock; Articles of Amendment increasing authorized
                     number of shares of Common Stock; Articles of
                     Amendment increasing authorized number of shares of
                     Preferred Stock; Statement Affecting Class or Series
                     of Shares with respect to the establishment of the
                     8.24% Preferred Stock; Statement Affecting Class or
                     Series of Shares with respect to the establishment of
                     the 10.50% Preferred Stock; Articles of Amendment
                     increasing authorized number of shares of Common
                     Stock; Articles of Amendment increasing authorized
                     number of shares of Preferred Stock; Statement
                     Affecting Class or Series of Shares with respect to
                     the establishment of the 15.00% Preferred Stock;
                     Statement Affecting Class or Series of Shares with
                     respect to the establishment of the 11.50% Preferred
                     Stock; Articles of Amendment increasing authorized
                     number of shares of Preferred Stock; Statement
                     Affecting Class or Series of Shares with respect to
                     the establishment of the 13.00% Preferred Stock;
                     Statement Affecting Class or Series of Shares with
                     respect to the establishment of the 11.50% Preferred
                     Stock, Series B; Articles of Amendment effective
                     April 2, 1987, adding a standard of care for, and
                     limiting the personal liability of, officers and
                     directors; Articles of Amendment effective April 1,
                     1992, setting forth corporate purposes of the
                     Company; Statement With Respect to Shares with
                     respect to the establishment of the 7.625% Preferred
                     Stock and Statement with Respect to Shares with
                     respect to the establishment of the 7.75% Preferred
                     Stock. (Physically filed and designated respectively,
                     as follows: in Form A-2, Registration No. 2-3889, as
                     Exhibit A-1; in Form 1-MD for 1938, File No. 2-3889,
                     as Exhibit (a)-1; in Form 1-MD for 1945, File No. 2-
                     3889, as Exhibit A; in Form U-1, File No. 70-2310, as
                     Exhibit A-3 (d); in Form 8-K for March 1951,
                     File No. 1-3491, as Exhibit B; in Form 8-K for June
                     1958, File No. 1-3491B, as Exhibit 1; in Form 10-K
                     for 1959 as Exhibits 1, 2, 3 and 4; in Form 8-K for
                     March 1960, File No. 1-3491B as Exhibit A; in Form U-
                     1, File No. 70-3971, as Exhibit A-2; in Form U-1,
                     File No. 70-4055, as Exhibit A-2; as Exhibits 1
                     through 8 in Form 8-K for January 1962, File No. 1-
                     3491; as Exhibit A in Form 8-K for August 1963,
                     File No. 1-3491; as Exhibits A and B in Form 8-K for
                     September 1969, File No. 1-3491; as Exhibit B in
                     Form 8-K for April 1971, File No. 1-3491; as
                     Exhibit B in Form 8-K for September 1971, File No. 1-
                     3491; in Form U-1, File No. 70-5264, as Exhibit A-2;
                     as Exhibit A in Form 8-K for September 1972,
                     File No. 1-3491; as Exhibit A in Form 8-K for
                     December 1972, File No. 1-3491; as Exhibit A in
                     Form 8-K for March 1973, File No. 1-3491; as
                     Exhibit A in Form 8-K for December 1973, File No. 1-
                     3491; as Exhibits A and C in Form 8-K for February
                     1974, File No. 1-3491; as Exhibits A and B in Form 8-
                     K for January 1975, File No. 1-3491; as Exhibit F in
                     Form 8-K for May 1975, File No. 1-3491; as Exhibit A
                     in Form 8-K for April 1976, File No. 1-3491; as
                     Exhibit G in Form 10-Q for quarter ended June 30,
                     1977, File No. 1-3491; as Exhibit C in Form 10-K for
                     1977, File No. 1-3491; as Exhibit A in Form 10-K for
                     1977, File No. 1-3491, as Exhibit D in Form 10-Q for
                     quarter ended June 30, 1980, File No. 1-3491; as
                     Exhibit (4) in Form 10-Q for quarter ended June 30,
                     1981, File No. 1-3491; as Exhibit 4 in Form 10-Q for
                     quarter ended June 30, 1982, File No. 1-3491; as
                     Exhibit 4 in Form 10-Q for quarter ended
                     September 30, 1982, File No. 1-3491; as Exhibit 4 in
                     Form 10-Q for quarter ended September 30, 1983,
                     File No. 1-3491; as Exhibit 4 in Form 10-Q for
                     quarter ended March 31, 1984, File No. 1-3491; as
                     Exhibit 4 in Form 10-Q for quarter ended June 30,
                     1984, File No. 1-3491; as Exhibit 4 in Form 10-Q for
                     quarter ended September 30, 1985, File No. 1-3491; as
                     Exhibit 3-2 in Form 10-K for 1987, File No. 1-3491;
                     as Exhibit 3-2 in Form 10-K for 1992, File No. 1-
                     3491; as Exhibit 19-2 in Form 10-K for 1992,
                     File No. 1-3491; and as Exhibit 3-2 in Form 10-K for
                     1993 File No. 1-3491.)

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

        3-3       -  By-Laws of Penn as amended September 27, 1999. (1999
                     Form 10-K, Exhibit 3-3, File No. 1-3491.)

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


--------------------
     *  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.

                     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.)

        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.)

        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.)

    (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.)

    (A) 12.5      -  Fixed Charge Ratios

    (A) 13.4      -  2000 Annual Report to Stockholders. (Only those
                     portions expressly incorporated by reference in this
                     Form 10-K are to be deemed "filed" with the
                     Securities and Exchange Commission.)

    (A) 23.3      -  Consent of Independent Public Accountants.

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

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

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

3.  Exhibits - Common Exhibits to CEI and TE

Exhibit
Number
-------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

    10d(1)(d)     -  Form of Supplemental Indenture to Collateral Trust
                     Indenture constituting Exhibit 10d(1)(c) above,
                     including form of Secured Lease Obligation Bond
                     (Exhibit (4)(b), File No. 33-46665, filed by
                     Cleveland Electric and Toledo Edison).

    10d(2)(a)     -  Form of Collateral Trust Indenture among CTC
                     Mansfield Funding Corporation, Cleveland Electric,
                     Toledo Edison and IBJ Schroder Bank & Trust Company,
                     as Trustee (Exhibit 4(a), File No. 33-20128, filed by
                     Cleveland Electric and Toledo Edison).

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

    10d(3)(a)     -  Form of Facility Lease dated as of September 15, 1987
                     between The First National Bank of Boston, as Owner
                     Trustee under a Trust Agreement dated as of
                     September 15, 1987 with the limited partnership Owner
                     Participant named therein, Lessor, and Cleveland
                     Electric and Toledo Edison, 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).

    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).

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

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

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

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

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

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

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

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

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

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

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

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

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

3.  Exhibits - Cleveland Electric Illuminating (CEI)

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

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

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

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

    4b(2)         -  July 1, 1940 (Exhibit 7(b), File No. 2-4450).
    4b(3)         -  August 18, 1944 (Exhibit 4(c), File No. 2-9887).
    4b(4)         -  December 1, 1947 (Exhibit 7(d), File No. 2-7306).
    4b(5)         -  September 1, 1950 (Exhibit 7(c), File No. 2-8587).
    4b(6)         -  June 1, 1951 (Exhibit 7(f), File No. 2-8994).
    4b(7)         -  May 1, 1954 (Exhibit 4(d), File No. 2-10830).
    4b(8)         -  March 1, 1958 (Exhibit 2(a)(4), File No. 2-13839).
    4b(9)         -  April 1, 1959 (Exhibit 2(a)(4), File No. 2-14753).
    4b(10)        -  December 20, 1967 (Exhibit 2(a)(4), File No. 2-
                     30759).
    4b(11)        -  January 15, 1969 (Exhibit 2(a)(5), File No. 2-30759).
    4b(12)        -  November 1, 1969 (Exhibit 2(a)(4), File No. 2-35008).
    4b(13)        -  June 1, 1970 (Exhibit 2(a)(4), File No. 2-37235).
    4b(14)        -  November 15, 1970 (Exhibit 2(a)(4), File No. 2-
                     38460).
    4b(15)        -  May 1, 1974 (Exhibit 2(a)(4), File No. 2-50537).
    4b(16)        -  April 15, 1975 (Exhibit 2(a)(4), File No. 2-52995).
    4b(17)        -  April 16, 1975 (Exhibit 2(a)(4), File No. 2-53309).
    4b(18)        -  May 28, 1975 (Exhibit 2(c), June 5, 1975 Form 8-A,
                     File No. 1-2323).
    4b(19)        -  February 1, 1976 (Exhibit 3(d)(6), 1975 Form 10 K,
                     File No. 1-2323).
    4b(20)        -  November 23, 1976 (Exhibit 2(a)(4), File No. 2-
                     57375).
    4b(21)        -  July 26, 1977 (Exhibit 2(a)(4), File No. 2-59401).
    4b(22)        -  September  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)
    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).

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

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

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

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

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

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

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

    (A)12.3       -  Consolidated fixed charge ratios.

    (A)13.2       -  2000 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, 2000.

    (A)23.2       -  Consent of Independent Public Accountants.

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

    (B)4b(1)      -  Indenture, dated as of April 1, 1947, between TE and
                     The Chase National Bank of the City of New York (now
                     The 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).
    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).
(A) 4b(50)        -  May 1, 2000.

(A) 12.4          -  Consolidated fixed charge ratios.

(A) 13.3          -  2000 Annual Report to Stockholders. (Only those
                     portions expressly incorporated by reference in this
                     Form 10-K are to be deemed "filed" with the SEC.)

(A) 21.3          -  List of Subsidiaries of the Registrant at
                     December 31, 2000.

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

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

       (b) Reports on Form 8-K

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

       One report on Form 8-K was filed since September 30, 2000. A report
       dated November 27, 2000 reported that the common stock shareholders
       of FirstEnergy Corp. and GPU, Inc. approved the Agreement and Plan
       of Merger whereby FirstEnergy would acquire all of the outstanding
       shares of GPU's common stock.

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

         None.





REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

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


We have audited, in accordance with auditing standards generally accepted
in the United States, the consolidated financial statements included in
FirstEnergy Corp.'s Annual Report to Stockholders incorporated by
reference in this Form 10-K and have issued our report thereon dated
February 16, 2001. Our audit was made for the purpose of forming an
opinion on those statements taken as a whole. The schedule of consolidated
valuation and qualifying accounts listed in Item 14 is the responsibility
of the Company's management and is presented for the purpose of complying
with the Securities and Exchange Commission's rules and is not part of the
basic consolidated financial statements. This schedule has been subjected
to the auditing procedures applied in the audit of the basic consolidated
financial statements and, in our opinion, fairly states in all material
respects the financial data required to be set forth therein in relation
to the basic consolidated financial statements taken as a whole.









ARTHUR ANDERSEN LLP

Cleveland, Ohio,
  February 16, 2001.


REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

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


We have audited, in accordance with auditing standards generally accepted
in the United States, the consolidated financial statements included in
Ohio Edison Company's Annual Report to Stockholders incorporated by
reference in this Form 10-K and have issued our report thereon dated
February 16, 2001. Our audit was made for the purpose of forming an
opinion on those statements taken as a whole. The schedule of consolidated
valuation and qualifying accounts listed in Item 14 is the responsibility
of the Company's management and is presented for the purpose of complying
with the Securities and Exchange Commission's rules and is not part of the
basic consolidated financial statements. This schedule has been subjected
to the auditing procedures applied in the audit of the basic consolidated
financial statements and, in our opinion, fairly states in all material
respects the financial data required to be set forth therein in relation
to the basic consolidated financial statements taken as a whole.









ARTHUR ANDERSEN LLP

Cleveland, Ohio,
  February 16, 2001.



REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

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

We have audited, in accordance with auditing standards generally accepted
in the Unites States, the consolidated financial statements included in
The Cleveland Electric Illuminating Company's Annual Report to
Stockholders incorporated by reference in this Form 10-K and have issued
our report thereon dated February 16, 2001. Our audit was made for the
purpose of forming an opinion on those statements taken as a whole. The
schedule of consolidated valuation and qualifying accounts listed in
Item 14 is the responsibility of the Company's management and is presented
for the purpose of complying with the Securities and Exchange Commission's
rules and is not part of the basic consolidated financial statements. This
schedule has been subjected to the auditing procedures applied in the
audit of the basic consolidated financial statements and, in our opinion,
fairly states in all material respects the financial data required to be
set forth therein in relation to the basic consolidated financial
statements taken as a whole.









ARTHUR ANDERSEN LLP

Cleveland, Ohio,
  February 16, 2001.


REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

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

We have audited, in accordance with auditing standards generally accepted
in the United States, the consolidated financial statements included in
The Toledo Edison Company's Annual Report to Stockholders incorporated by
reference in this Form 10-K and have issued our report thereon dated
February 16, 2001. Our audit was made for the purpose of forming an
opinion on those statements taken as a whole. The schedule of consolidated
valuation and qualifying accounts listed in Item 14 is the responsibility
of the Company's management and is presented for the purpose of complying
with the Securities and Exchange Commission's rules and is not part of the
basic consolidated financial statements. This schedule has been subjected
to the auditing procedures applied in the audit of the basic consolidated
financial statements and, in our opinion, fairly states in all material
respects the financial data required to be set forth therein in relation
to the basic consolidated financial statements taken as a whole.









ARTHUR ANDERSEN LLP

Cleveland, Ohio,
  February 16, 2001.



REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

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


We have audited, in accordance with auditing standards generally accepted
in the United States, the financial statements included in Pennsylvania
Power Company's Annual Report to Stockholders incorporated by reference in
this Form 10-K and have issued our report thereon dated February 16, 2001.
Our audit was made for the purpose of forming an opinion on those
statements taken as a whole. The schedule of valuation and qualifying
accounts listed in Item 14 is the responsibility of the Company's
management and is presented for the purpose of complying with the
Securities and Exchange Commission's rules and is not part of the basic
financial statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in
our opinion, fairly states in all material respects the financial data
required to be set forth therein in relation to the basic financial
statements taken as a whole.









ARTHUR ANDERSEN LLP

Cleveland, Ohio,
  February 16, 2001.


<TABLE>
                                                                                                   SCHEDULE II

                                                     FIRSTENERGY CORP.

                                       CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
                                    FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
<CAPTION>
                                                                    Additions
                                                              ---------------------
                                                                           Charged
                                                  Beginning     Charged    to Other                 Ending
               Description                         Balance     to Income   Accounts   Deductions   Balance
               -----------                        ----------   ---------   --------   ----------   -------
                                                                            (In Thousands)
<S>                                               <C>          <C>       <C>          <C>          <C>
   Year Ended December 31, 2000:

     Accumulated provision for
       uncollectible accounts - customers         $ 6,719      $20,841   $2,218 (a)   $13,978 (b)  $15,800
                                                  =======      =======   ======       =======      =======
                              - other             $ 5,359      $15,951   $   -- (a)   $   824 (b)  $20,486
                                                  =======      =======   ======       =======      =======

   Year Ended December 31, 1999:

     Accumulated provision for
       uncollectible accounts - customers         $ 6,397      $ 8,668   $2,313 (a)   $10,659 (b)  $ 6,719
                                                  =======      =======   ======       =======      =======
                              - other             $46,251      $ 4,039   $   18 (a)   $44,949 (b)  $ 5,359
                                                  =======      =======   ======       =======      =======

   Year Ended December 31, 1998:

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

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

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

</TABLE>
<PAGE>

<TABLE>
                                                                                                   SCHEDULE II
                                                  OHIO EDISON COMPANY

                                    CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
                                 FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
<CAPTION>
                                                                    Additions
                                                              ---------------------
                                                                           Charged
                                                  Beginning     Charged    to Other                 Ending
               Description                         Balance     to Income   Accounts   Deductions   Balance
               -----------                        ----------   ---------   --------   ----------   -------
                                                                            (In Thousands)
<S>                                                <C>         <C>         <C>         <C>         <C>
   Year Ended December 31, 2000:

     Accumulated provision for
       uncollectible accounts  - customers         $6,452      $16,808     $2,218 (a)  $13,701 (b) $11,777
                                                   ======      =======     ======      =======      ======
                               - other             $1,000      $    --     $   --      $    --     $ 1,000
                                                   ======      =======     ======      =======     =======


   Year Ended December 31, 1999:

     Accumulated provision for
       uncollectible accounts  - customers         $6,397      $ 8,401     $2,313 (a)  $10,659 (b) $ 6,452
                                                   ======      =======     ======      =======     =======
                               - other             $   --      $ 1,000     $   --      $    --     $ 1,000
                                                   ======      =======     ======      =======     =======


   Year Ended December 31, 1998:

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

<FN>

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

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


</TABLE>
<PAGE>

<TABLE>
                                                                                                   SCHEDULE II

                                     THE CLEVELAND ELECTRIC ILLUMINATING COMPANY

                                   CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
                                FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
<CAPTION>
                                                                    Additions
                                                              ---------------------
                                                                           Charged
                                                  Beginning     Charged    to Other                 Ending
               Description                         Balance     to Income   Accounts   Deductions   Balance
               -----------                        ----------   ---------   --------   ----------   -------
                                                                            (In Thousands)
<S>                                                <C>           <C>        <C>        <C>         <C>
   Year Ended December 31, 2000:

     Accumulated provision for
       uncollectible accounts                      $1,000        $    --    $   --     $   --      $1,000
                                                   ======        =======    ======     ======      ======

   Year Ended December 31, 1999:

     Accumulated provision for
       uncollectible accounts                      $  491        $ 1,180    $   18 (a) $  689 (b)  $1,000
                                                   ======        =======    ======     ======      ======

   Year Ended December 31, 1998:

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

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

</TABLE>
<PAGE>

<TABLE>
                                                                                                   SCHEDULE II

                                            THE TOLEDO EDISON COMPANY

                                CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
                             FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
<CAPTION>
                                                                    Additions
                                                              ---------------------
                                                                           Charged
                                                  Beginning     Charged    to Other                 Ending
               Description                         Balance     to Income   Accounts   Deductions   Balance
               -----------                        ----------   ---------   --------   ----------   -------
                                                                            (In Thousands)
<S>                                               <C>          <C>          <C>         <C>         <C>
   Year Ended December 31, 2000:

     Accumulated provision for
       uncollectible accounts                     $   --       $   --       $   --      $   --      $   --
                                                  ======       ======       ======      ======      ======

   Year Ended December 31, 1999:

     Accumulated provision for
       uncollectible accounts                     $  100       $   --       $   --      $  100 (a)  $   --
                                                  ======       ======       ======      ======      ======


   Year Ended December 31, 1998:

     Accumulated provision for
       uncollectible accounts                     $2,800       $  192       $   --      $2,892 (a)  $  100
                                                  ======       ======       ======      ======      ======

<FN>

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

</TABLE>
<PAGE>

<TABLE>
                                                                                                   SCHEDULE  II


                                         PENNSYLVANIA POWER COMPANY

                                      VALUATION AND QUALIFYING ACCOUNTS
                             FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
<CAPTION>
                                                                    Additions
                                                              ---------------------
                                                                           Charged
                                                  Beginning     Charged    to Other                 Ending
               Description                         Balance     to Income   Accounts   Deductions   Balance
               -----------                        ----------   ---------   --------   ----------   -------
                                                                            (In Thousands)
<S>                                                 <C>         <C>        <C>         <C>          <C>
   Year Ended December 31, 2000:

     Accumulated provision for
       uncollectible accounts                       $3,537      $ (496)    $478 (a)    $2,891 (b)   $  628
                                                    ======      ======     ====        ======       ======

   Year Ended December 31, 1999:

     Accumulated provision for
       uncollectible accounts                       $3,599      $1,289     $300 (a)    $1,651 (b)   $3,537
                                                    ======      ======     ====        ======       ======

   Year Ended December 31, 1998:

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

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

</TABLE>
<PAGE>






                                SIGNATURE


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



April 16, 2001



                                   FIRSTENERGY CORP.
                                   -----------------
                                      Registrant




                               /s/  Harvey L. Wagner
                        ------------------------------------
                                    Harvey L. Wagner
                                       Controller
                              Principal Accounting Officer










                                SIGNATURE


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



April 16, 2001




                                  OHIO EDISON COMPANY
                                  -------------------
                                      Registrant




                               /s/  Harvey L. Wagner
                        ------------------------------------
                                    Harvey L. Wagner
                                       Controller
                              Principal Accounting Officer




                                SIGNATURE


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



April 16, 2001




                                THE CLEVELAND ELECTRIC
                                ----------------------
                                 ILLUMINATING COMPANY
                                 --------------------
                                      Registrant








                               /s/  Harvey L. Wagner
                        ------------------------------------
                                    Harvey L. Wagner
                                       Controller
                              Principal Accounting Officer






                                SIGNATURE


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



April 16, 2001




                              THE TOLEDO EDISON COMPANY
                              -------------------------
                                     Registrant








                               /s/  Harvey L. Wagner
                        ------------------------------------
                                    Harvey L. Wagner
                                       Controller
                              Principal Accounting Officer







                                SIGNATURE


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



April 16, 2001




                             PENNSYLVANIA POWER COMPANY
                             --------------------------
                                    Registrant








                               /s/  Harvey L. Wagner
                        ------------------------------------
                                    Harvey L. Wagner
                                       Controller
                              Principal Accounting Officer


18





1