SECURITIES AND EXCHANGE COMMISSION

                     WASHINGTON, D.C.  20549


                           FORM 10-Q/A

                              AMENDMENT NO. 2

     (Mark One)

     [ X ]    Quarterly report pursuant to Section 13 or 15(d) of the 
                         Securities Exchange Act of 1934
                  For the quarterly period ended September 30, 1995 

                               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.

  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


     Indicate by check mark whether each of the registrants (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 registrants were required to file such reports), and  (2) has  been 
subject  to  such  filing  requirements  for  the  past  90  days.

Yes   X       No               


     On November 8, 1995, there were 148,031,503 shares of Centerior Energy
Corporation Common Stock outstanding.  Centerior Energy Corporation is the sole
holder of the 79,590,689 shares and 39,133,887 shares of common stock of The
Cleveland Electric Illuminating Company and The Toledo Edison Company,
respectively, outstanding on that date.


                           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.  The person signing this report on
behalf of each such registrant is also signing in his capacity as each
registrant's Chief Accounting Officer.


          
                                    CENTERIOR ENERGY CORPORATION
                                           (Registrant)

     

                                    THE CLEVELAND ELECTRIC 
                                       ILLUMINATING COMPANY
                                           (Registrant)



                                    THE TOLEDO EDISON COMPANY
                                           (Registrant)











                               By:  E. LYLE PEPIN                       
                              E. Lyle Pepin, Controller and Chief 
                                    Accounting Officer of each Registrant









   
Date:  November 13, 1995