As filed with the Securities and Exchange Commission on July 30, 1997.






                    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:  July 8, 1997
                       (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)
                  c/o Centerior Energy Corporation
                  6200 Oak Tree Boulevard
                  Independence, Ohio  44131
                  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


1. Refinancing of Mansfield SLOBs 

On July 8, 1997, $873.2 million aggregate principal amount of Secured 
Lease Obligation Bonds ("SLOBs") issued in 1988 were redeemed, in part, 
with proceeds from the private placement of secured notes issued by 
Cleveland Electric and Toledo Edison.  The SLOBs were issued by a 
special purpose funding corporation in connection with financing the 
Operating Companies' 1987 sale/leaseback of their ownership interests in 
the Bruce Mansfield Generating Plant. 

The text of a press release issued on July 16, 1997 describing the SLOBs 
refinancing follows.


                                       July 16, 1997


To the Investment Community:

     Centerior Energy Corporation took another step toward its strategic 
objective to reduce its financing costs by completing a major debt 
refinancing prior to its merger with Ohio Edison Company into a new 
holding company called FirstEnergy Corp.	

     Attached [below] is a summary of the recently completed Bruce 
Mansfield trust transaction.  Highlights of the transaction include:

  $ 873 million of Secured Lease Obligation Bonds (SLOB's) were 
refinanced
 
  The SLOB's were the Companies' highest coupon debt with coupons of 
10.25% and 11.125%
 
  The transaction is expected to increase net income by approximately 
$12 million annually  and represents a significant contribution to 
FirstEnergy's strategic commitment to debt reduction 

              THE  CLEVELAND  ELECTRIC  ILLUMINATING  COMPANY
                       THE  TOLEDO  EDISON  COMPANY
                    BRUCE MANSFIELD - TRUST TRANSACTION


BACKGROUND
The Secured Lease Obligation Bonds (the "SLOBs") issued in 1988 in 
connection with the 1987 sale / leaseback financing transactions for the 
Bruce Mansfield fossil units were the Companies' [i.e., Cleveland 
Electric and Toledo Edison] highest coupon debt.  Before their 
redemption, two tranches of SLOBs were outstanding:  $280.7 million of 
10.25% bonds due 2003 and $592.5 million of 11.125% bonds due 2016. 

The spread between the coupon rates of the SLOBs (which were subject to 
call provisions) and market rates for the Companies' other debt 
securities had continued to widen, resulting in an attractive 
refinancing opportunity.

TRANSACTION
The Mansfield Capital Trust (the "Trust"), a Delaware business trust 
unaffiliated with the Companies, was formed to facilitate this 
refinancing. The Trust was funded by (1) loans from the Companies 
representing 94% of total capital, (2) an equity contribution by a 
subsidiary of the Companies (Toledo Edison Capital Corporation - TECC) 
representing 3% of total capital, and (3) equity contributions from 
unaffiliated investors representing the remaining 3% of total capital.  
The Trust used these funds to purchase lease notes and provide cash used 
to redeem the SLOBs on July 8, 1997.     

The sources of the Companies' loans and TECC's equity investment were 
cash, short-term debt and proceeds from a secured note private placement 
described below.  The transaction allows the Companies to capture the 
benefit of lower interest rates through the spread between the (1) 
interest rates on the Companies' loans to the Trust and return on TECC's 
investment, and (2) cost of funds for the Companies and TECC.

The Companies' private placement, completed June 18, 1997, consisted of 
secured notes (the "Secured Notes") in three tranches:  (1) $220 million 
due 7/1/2000 @ 7.19%, 85 basis points spread to three-year Treasuries, 
(2) $350 million due 7/1/2004 @ 7.67%, 115 basis points spread to seven-
year Treasuries, and (3) $150 million due 7/1/2007 @ 7.13%, 58 basis 
points spread to ten-year Treasuries.  Payment of principal and interest 
when due on the Secured Notes due 2007 is insured by a financial 
guaranty insurance policy issued by AMBAC Indemnity Corporation.  The 
Secured Notes have not been registered under the Securities Act of 1933 
and may not be offered or sold in the United States absent registration 
or an applicable exemption from registration.  The Secured Notes were 
issued with registration rights which must be satisfied by December 1997 
or interest payable on the Secured Notes will increase by .50% per annum 
until the holders' registration rights are satisfied.

Following is a simplified version of the accounting treatment for the 
transaction.  
Certain assumptions are made with respect to interest rates and other 
amounts to facilitate discussion.

ACCOUNTING
  
Items                         Use                            Source
Investments In
Mansfield Capital Trust    $909,000   Long-term Debt        $720,000
                                      Cash and Short-term
                                                    Debt     189,000
Total                      $909,000   Total                 $909,000


Income Statement for 1998:   (000's)
                                                            Amount  
Income from Trust *                                         $89,906
Less:
Interest Expense and Amortization of Transaction Expense ** $70,868
Pre-Tax Net Income                                          $19,038
Income Taxes at 35%                                         $ 6,663
Net Income                                                  $12,375



* Reflects interest income from the loans made by the Companies to the 
Trust and earnings on TECC's equity investment in the Trust.

** Interest expense on the $720,000,000 Secured Notes and short-term 
borrowings. 

BENEFIT

The Trust produces cash flow and net income benefits for the Companies 
consistent with their policies of reducing interest costs through 
accelerating paydown of debt.

From January 1, 1997 to June 1, 1997, Centerior Energy Corporation 
("Centerior") reduced fixed obligations by $53 million, including 
redemption of long-term debt and preferred stock and amortization of 
lease debt.  Centerior's total reduction in fixed obligations from 
January 1, 1994 to June 1, 1997 was $576 million.  

This transaction will result in another $153 million reduction of fixed 
obligations after repayment of short-term debt, bringing the total to 
date for 1997 to $206 million, and the total since January 1, 1994 to 
$729 million.  The total fixed obligations reduction for the year-end 
1997 is now expected to exceed $268 million, and the total from January 
1, 1994 through 1997 is now expected to be at least $791 million.


2. Pending Merger with Ohio Edison.  For additional information relating 
to this topic, see "Outlook-Pending Merger with Ohio Edison" under Item 
7. Management's Discussion and Analysis of Financial Condition and 
Results of Operations in the Companies' Annual Report on Form 10-K for 
the year ended December 31, 1996 and "Pending Merger with Ohio Edison" 
under Item 5. Other Events in the Companies' Form 8-K Current Report 
dated June 11, 1997.

On July 16, 1997, the Federal Energy Regulatory Commission ("FERC") 
issued an order which will delay consummation of the merger of Centerior 
with the Ohio Edison Company ("Ohio Edison").  FERC gave the companies 
15 days to elect one of two options:  proceed to concurrent trial-type 
hearings with FERC and the PUCO, or revise the screening analysis and 
propose appropriate mitigation measures.  The FERC order suggests that 
possible mitigation measures include:  (1) divestiture of generation 
assets, (2) creation of a regional independent system operator to manage 
the two companies' combined transmission grids, (3) expansion of 
transmission capacity and (4) commitment of internal transmission 
capacity to alternative suppliers.  The order requires a 60-day notice 
and comment period once the new submissions are made.

     The order also directed the companies to continue to attempt to 
negotiate an adequate ratepayer protection mechanism with three 
Pennsylvania municipalities which intervened but have not yet settled, 
and report to FERC within 30 days the results of those negotiations, 
whereupon if no settlement is reached FERC will decide the issue on the 
written record or set it for hearing.

     On July 30, the companies formally notified FERC of their election 
to revise the screening analysis and propose appropriate mitigation 
measures.





                                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










July 30, 1997


















 



 

 




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