As filed with the Securities and Exchange Commission on September 17, 1996.






                    SECURITIES AND EXCHANGE COMMISSION

                          WASHINGTON, D.C.  20549


                                 FORM 8-K

                              CURRENT REPORT


                      Pursuant to Section 13 or 15(d) of

                     The Securities Exchange Act of 1934

                     Date of Report:  September 13, 1996
                       (Date of earliest event reported)




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



  1-9130          CENTERIOR ENERGY CORPORATION             34-1479083
                  (An Ohio Corporation)
                  6200 Oak Tree Boulevard
                  Independence, Ohio  44131
                  Telephone (216) 447-3100


  1-2323          THE CLEVELAND ELECTRIC                   34-0150020
                  ILLUMINATING COMPANY
                  (An Ohio Corporation)
                  55 Public Square
                  Cleveland, Ohio  44113
                  Telephone (216) 622-9800


  1-3583          THE TOLEDO EDISON COMPANY                34-4375005
                  (An Ohio Corporation)
                  300 Madison Avenue
                  Toledo, Ohio  43652
                  Telephone (419) 249-5000










This combined Form 8-K is separately filed by Centerior Energy Corporation 
("Centerior"), The Cleveland Electric Illuminating Company ("Cleveland 
Electric") and The Toledo Edison Company ("Toledo Edison").  Centerior, 
Cleveland Electric and Toledo Edison are sometimes referred to collectively 
as the "Companies".  Cleveland Electric and Toledo Edison are sometimes 
referred to collectively as the "Operating Companies".  Information 
contained herein relating to any individual registrant is filed by such 
registrant on its behalf.  No registrant makes any representation as to 
information relating to any other registrant, except that information 
relating to either or both of the Operating Companies is also attributed to 
Centerior. 

Item 5.  Other Events

     Merger with Ohio Edison Company

     On September 13, 1996, Centerior and Ohio Edison Company, an Ohio 
corporation ("Ohio Edison"), entered into an Agreement and Plan of Merger, 
dated as of September 13, 1996 ("Merger Agreement").

     Pursuant to the Merger Agreement, Centerior and Ohio Edison will 
form FirstEnergy Corp., a holding company which will be an Ohio 
corporation, ("FirstEnergy"), which, in turn, will form two wholly owned 
subsidiaries.  Also pursuant to the Merger Agreement, one of such 
subsidiaries will merge with and into Centerior ("Centerior Merger"), with 
Centerior continuing as the surviving corporation and the other will merge 
with and into Ohio Edison ("Ohio Edison Merger"), with Ohio Edison 
continuing as the surviving corporation.  In connection with such mergers, 
each issued and outstanding share of Centerior common stock ("Centerior 
Common Stock"), and any Centerior Right (as defined in the Merger 
Agreement), and each issued and outstanding share of Ohio Edison common 
stock, par value $9 per share ("Ohio Edison Common Stock"), and any Ohio 
Edison Right (as defined in the Merger Agreement), will be converted into 
the right to receive common stock, par value $0.10 per share, of 
FirstEnergy ("FirstEnergy Common Stock"), except for shares or rights owned 
directly by, or through a wholly owned subsidiary of, Centerior or Ohio 
Edison, which will be canceled.  Immediately after the Centerior Merger, 
Centerior will merge with and into FirstEnergy, with FirstEnergy continuing 
as the surviving corporation.  The mergers described above are collectively 
referred to herein as the "Merger".
     Following the Merger, FirstEnergy will be a holding company which will 
directly hold all of the issued and outstanding common stock of Centerior's 
direct subsidiaries, which include (among others) Cleveland Electric and 
Toledo Edison, and all of the issued and outstanding Ohio Edison Common 
Stock.  As a result of the Merger, the common stock share owners of 
Centerior and Ohio Edison will own all of the issued and outstanding shares 
of FirstEnergy Common Stock.  All other classes of capital stock of 
Centerior's subsidiaries and of Ohio Edison and its subsidiaries will be 
unaffected by the Merger and will remain outstanding.
     Under the Merger Agreement, each outstanding share of Centerior Common 
Stock, including any Centerior Right, will be converted into a right to 
receive 0.525 share of FirstEnergy Common Stock.  Each outstanding share of 
Ohio Edison Common Stock, including any Ohio Edison Right, will be 
converted into a right to receive one share of FirstEnergy Common Stock.  
As of July 31, 1996, there were approximately 148 million shares of 
Centerior Common Stock outstanding and approximately 152.6 million shares 
of Ohio Edison Common Stock outstanding.  Based on such capitalization, the 
Merger will result in approximately 33.75% of the common stock equity of 
FirstEnergy being owned by Centerior common stock share owners and 
approximately 66.25% by Ohio Edison share owners.   



                                  - 2 -

     The Merger has been approved by the Boards of Directors of Centerior 
and Ohio Edison and is expected to close promptly after all of the 
conditions to the consummation of the Merger, including the receipt of 
certain regulatory approvals, are fulfilled or waived.  Share owner 
meetings to vote on the Merger are expected to be held in early 1997.  The 
regulatory approval process is expected to take approximately 12 to 18 
months.
     Ohio Edison currently has an indicated annual dividend of $1.50 per 
share of Ohio Edison Common Stock and Centerior currently has an indicated 
annual dividend of $0.80 per share of Centerior Common Stock.  The parties 
expect that the dividend at the time of consummation of the Merger (the 
"Effective Time") will be at least equivalent to an indicated annual 
dividend of $1.50 per share of Ohio Edison Common Stock and $0.7875 per 
share of Centerior Common Stock.  Dividend action by Centerior prior to the 
Effective Time and dividend action by FirstEnergy after such time will be 
determined by their respective Boards of Directors.  The Merger Agreement 
limits the indicated annual dividend prior to the Effective Date to $0.80 
per share of Centerior Common Stock and $1.60 per share of Ohio Edison 
Common Stock.
     The Merger is subject to customary closing conditions, including, 
among other things, approvals by the share owners of Centerior and Ohio 
Edison, the receipt of certain governmental approvals (which, subject to 
certain exceptions, will not impose terms or conditions that would have, or 
as reasonably could be foreseen could have, a material adverse effect on 
FirstEnergy and its subsidiaries or would be inconsistent with the 
agreements of the parties contained in the Merger Agreement) and the making 
of certain governmental filings.  Such approvals include the Federal Energy 
Regulatory Commission, the Securities and Exchange Commission ("SEC") under 
the Public Utility Holding Company Act of 1935 and the Nuclear Regulatory 
Commission, and such filings include the filing of the requisite 
notification with the Federal Trade Commission and the Department of 
Justice under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as 
amended, and the expiration or termination of the applicable waiting 
periods thereunder.  The Merger is also subject to receipt of opinions of 
counsel that the Merger, as to Centerior, will qualify as a tax-free 
reorganization and, as to Ohio Edison, will qualify as a tax-free transfer. 
In addition, the Merger is conditioned upon the effectiveness of a 
registration statement to be filed with the SEC with respect to the 
FirstEnergy Common Stock to be issued in the Merger and the approval for 
listing of such shares on the New York Stock Exchange. (See Article VIII of 
the Merger Agreement.)
     The Merger Agreement contains certain covenants regarding conduct of 
the respective businesses of Centerior and Ohio Edison pending the 
consummation of the Merger.  Generally, the parties are required to conduct 
their businesses in the ordinary course in substantially the same manner as 
heretofore conducted.  The Merger Agreement places limits on, among other 
things, the declaration and payment of dividends, the issuance of 
securities, amendments to articles of incorporation and regulations, 
acquisitions, capital expenditures, dispositions, incurrence of 
indebtedness, certain increases in employee compensation and benefits and 
affiliate transactions.  (See Article VI of the Merger Agreement.)
    


 
                                     - 3 -


     FirstEnergy's Board of Directors will be designated by Ohio Edison's 
Board of Directors.  Willard R. Holland, currently President and Chief 
Executive Officer of Ohio Edison, will serve as Chairman of the Board, 
President and Chief Executive Officer of FirstEnergy from the Effective 
Time until otherwise determined by FirstEnergy's Board of Directors.  
Robert J. Farling, currently Chairman, President and Chief Executive 
Officer of Centerior, will serve as Vice Chairman of FirstEnergy from the 
Effective Time until otherwise determined by FirstEnergy's Board of 
Directors.  All other officers of FirstEnergy and directors and officers of 
FirstEnergy's subsidiaries will be designated by FirstEnergy's Board of 
Directors.  (See Article VII of the Merger Agreement.)

     The Merger Agreement may be terminated under certain circumstances, as 
summarized below.  Where indicated, termination results in the payment of 
expenses and termination fees in the amounts listed below.  Circumstances 
under which the Merger Agreement may be terminated include (1) by mutual 
written consent of the parties; (2) by either party if the Merger is not 
consummated by June 30, 1998; (3) by either party if the share owners of 
either Centerior or Ohio Edison fail to approve the Merger ($55 million 
plus out-of-pocket expenses and fees if the vote follows a third-party 
offer of the type described in clause (6) below that has not been rejected 
by the target and its board of directors and withdrawn by the third party, 
payable by such third party or its affiliate in connection with certain 
business combinations effected within two and one-half years following such 
termination); (4) by either party if any state or federal law, order, rule 
or regulation is adopted or issued which has the effect, for such party, of 
prohibiting the Merger; (5) by a non-breaching party if there exists a 
material breach of any material representation, warranty, covenant or 
agreement set forth in the Merger Agreement, and such breach is not cured 
and adequate assurance of such cure has not been given within ten business 
days after notice thereof ($10 million plus out-of-pocket expenses and fees 
incurred by the non-breaching party, except if pursuant to a non-curable 
breach of a representation or warranty, unless such breach was willful; and 
$55 million plus out-of-pocket expenses and fees in the case of a material 
breach of the non-solicitation covenant contained in the Merger Agreement, 
if the breach follows a third-party offer of the type described in clause 
(6) below that has not been rejected by the target and its board of 
directors and withdrawn by the third party, payable by such third party or 
its affiliate in connection with certain business combinations effected 
within two and one-half years following such termination); and (6) by 
either party as a result of a third-party tender offer or business 
combination proposal that such party's board of directors determines in 
good faith that its fiduciary duties require to be accepted, after the 
other party has first been given an opportunity to make adjustments in the 
terms of the Merger Agreement so as to enable the Merger to proceed ($55 
million plus out-of-pocket expenses and fees incurred by such other party). 
(See Article IX of the Merger Agreement.)

     The Merger Agreement and the joint press release issued in connection 
therewith are filed as exhibits to this Current Report on Form 8-K and are 
incorporated herein by reference.  The brief summaries of the material 
provisions of the Merger Agreement set forth above do not purport to be 
complete and are qualified in their entirety by reference to the Merger 
Agreement filed as an exhibit hereto.




                                        - 4 -

7. Financial Statements and Exhibits
     (a)  Not Applicable.
     (b)  Not Applicable.
     (c)  Exhibits.

The following exhibits have previously been filed with the SEC, as 
indicated in parenthesis following the description of each such exhibit, 
and are incorporated herein by reference:
Exhibit Number                      Description

2a                                  Agreement and Plan of Merger, dated as 
                                    of September 13, 1996, between         
                                    Centerior Energy Corporation and Ohio  
                                    Edison Company* (Exhibit 2.1, Ohio  
                                    Edison Company Form 8-K, dated  
                                    September 13, 1996, File No. 1-2578).  
   


99a                                 Joint Press Release dated September 16, 
                                    1996 of Centerior Energy Corporation 
                                    and Ohio Edison Company (Exhibit 99, 
                                    Ohio Edison Company Form 8-K, dated 
                                    September 13, 1996, File No. 1-2578).

* The schedules and exhibits to this document were not included with 
this filing.  The Registrants agree to furnish supplementally a copy of 
any such omitted schedule or exhibit to the SEC upon request. 










                                       - 5 -


                                     SIGNATURES


Pursuant to the requirements 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.




                                    CENTERIOR ENERGY CORPORATION
                                    Registrant




                                    THE CLEVELAND ELECTRIC ILLUMINATING 
                                    COMPANY
                                    Registrant




                                    THE TOLEDO EDISON COMPANY
                                    Registrant




                                By:  JANIS T. PERCIO                    
                                     Janis T. Percio, 
                                     Secretary of each Registrant










September 17, 1996











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