CENTERIOR ENERGY CORP
U-3A-2, 1995-03-01
ELECTRIC SERVICES
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FORM U-3A-2

Annual Filing--1995
File No. 69-315    
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

Statement by Holding Company Claiming Exemption Under Rule U-3A-2
from the Provisions of the Public Utility Holding Company Act of 1935.

To Be Filed Annually Prior to March 1
CENTERIOR ENERGY CORPORATION

hereby files with the Securities and Exchange Commission, pursuant to
Rule U-3A-2, its statement claiming exemption as a holding company from
the provisions of the Public Utility Holding Company Act of 1935.  In
support of such claim for exemption the following information is submitted.

1.     Name, State of organization, location and nature of business of
       claimant and every subsidiary thereof.

       Centerior Energy Corporation ("Centerior") was incorporated in the
       State of Ohio in 1985.  The principal executive offices of Centerior
       are located in Independence, Ohio.  Centerior is a Holding
       Company within the meaning of Section 2(a)(7) of the Public Utility
       Holding Company Act of 1935 (the "Act").

       Centerior's principal business is the holding of all of the outstanding
       common stock of seven subsidiaries which are The Cleveland
       Electric Illuminating Company ("CEI"), The Toledo Edison
       Company ("TE"), Centerior Service Company ("CSC"), Centerior
       Properties Company ("CPC"), CCO Company ("CCO"), Dynamic
       Energy Ventures, Inc. ("Dyneco") and Diagnostic Services Group,
       Inc. ("DSG").

       CEI was incorporated under the laws of the State of Ohio in 1892
       and is a public utility engaged primarily in the generation,
       transmission, distribution and sale of electric energy to an area of
       approximately 1,700 square miles in northeastern Ohio, including
       Cleveland, extending about 100 miles along the southern shore of
       Lake Erie west from Pennsylvania, with an estimated population of
       1,830,000.  During the 12 months ended December 31,  1994, all of
       CEI's operating revenues were derived from the sale of electricity.

       TE was incorporated under the laws of the State of Ohio in 1901
       and is a public utility engaged primarily in the generation,
       transmission, distribution and sale of electric energy in Toledo and
       northwestern Ohio, covering an area of approximately 2,500 square
       miles, with an estimated population of 800,000.  During the 12
       months ended December 31, 1994, all of TE's operating revenues
       were derived from the sale of electricity. 

       CSC was incorporated under the laws of the State of Ohio in 1986
       and is a service company that has entered into service agreements in
       the State of Ohio concerning management, engineering, legal,
       finance, nuclear operations, construction, systems dispatch and
       certain other matters with CEI, TE and Centerior.

       CPC (previously "The CEICO Company" and "CEICO Service
       Company") is an Ohio  corporation organized on March 23, 1929
       that is involved in real estate activities.

       CCO is an Ohio corporation organized on July 28, 1971 whose
       principal business presently involves the ownership of stock
       investments in certain non-utility ventures.

       Dyneco is an Ohio corporation organized on October 19, 1983 that
       was involved in energy management activities but presently carries
       on no business activities.

       DSG is an Ohio corporation organized on June 1, 1994 that is
       involved in electrical testing and maintenance activities.

2.      A brief description of the properties of claimant and each of its
       subsidiary public utility companies used for the generation,
       transmission, and distribution of electric energy for sale, or for the
       production, transmission, and distribution of natural or
       manufactured gas, indicating the location of principal generating
       plants, transmission lines, producing fields, gas manufacturing plants,
       and electric and gas distribution facilities, including all such
       properties which are outside the State in which claimant and its
       subsidiaries are organized and all transmission or pipelines which
       deliver or receive electric energy or gas at the borders of such State.
    
       Centerior owns no such property and CSC, CPC, CCO, Dyneco and
       DSG are not public utilities.

       CEI
    
       CEI's generating properties consist of all or a portion of (i) 17 units
       at four fossil fuel plants including the Avon Lake Plant, located in
       Avon Lake, Ohio, the Lake Shore Plant, located in Cleveland, Ohio,
       the Eastlake Plant, located in Eastlake, Ohio, and the Ashtabula
       Plant, located, in Ashtabula, Ohio; (ii) a 454 megawatt share of
       Davis-Besse Nuclear Power Station located in Oak Harbor, Ohio;
       and (iii) a 351 megawatt share of a pumped storage hydroelectric
       plant (the Seneca Plant) located in Warren, Pennsylvania.



       These six CEI-owned plants have a net demonstrated capability of
       3,351 megawatts during the winter, although this includes Unit 18 of
       the Lake Shore Plant (245 megawatts), which is on cold standby
       status and can be returned to service, if needed.

       On September 30, 1987, CEI sold essentially all of its 470 megawatt
       undivided tenant-in-common interests in Units 1, 2 and 3 of the
       Mansfield Plant located in Shippingport, Pennsylvania.  As a result
       of separate sale and leaseback transactions completed on that date,
       CEI and TE are co-lessees of 6.5% (51 megawatts), 45.9% (358
       megawatts) and 44.38% (355 megawatts) of Units 1, 2 and 3,
       respectively, of the coal-fired Mansfield Plant for terms of about
       29-1/2 years.

       CEI also owns a 371 megawatt share of Perry Nuclear Power Plant
       Unit No. 1 (Perry Unit 1) located in Perry, Ohio, which was placed
       in commercial operation on November 18, 1987.  In addition, CEI
       owns a 201 megawatt share of Beaver Valley Nuclear Power Station
       Unit No. 2 located in Shippingport, Pennsylvania, which was placed
       in commercial operation on November 17, 1987 and leases, as
       co-lessee with TE, another 18.26% (150 megawatts) of Beaver
       Valley Unit 2 for a term of about 29-1/2 years.

       CEI owns the transmission facilities located in the area it serves in
       northeastern Ohio for transmitting electric energy to all of its
       customers, except for one 5.5 mile 138kV transmission line that CEI
       leases from the City of Cleveland.  The portions of the transmission
       lines located in Pennsylvania to the Seneca Plant, Mansfield Plant
       and the Beaver Valley Power Station are not owned by CEI.  CEI
       has a transmission interconnection with Pennsylvania Electric
       Company which provides for transmission of  electric energy from
       the Seneca Plant.

       CEI also has interconnections with Ohio Edison Company which
       provide for the  transmission of electric energy from the Mansfield
       Plant and the Beaver Valley Nuclear Power Station, and also
       interconnects with AEP (Ohio Power).

       CEI's transmission facilities consist of transmission lines and
       transmission  substations operating at various voltages between
       11,000 volts and 345,000 volts.

        CEI owns the distribution facilities located in the area it serves in
       northeastern Ohio for distributing electric energy to all of its
       customers.  These distribution facilities consist primarily of
       distribution lines and distribution substations and related service
       facilities and are used to serve electric energy to customers pursuant
       to franchises granted by the State of Ohio and, in some instances, by
       municipalities.

       TE

       TE's generating properties consist of (i) two wholly-owned fossil fuel
       electric generating stations, Acme and Bay Shore, located in Lucas
       County, Ohio; and (ii) a 429 megawatt share of Davis-Besse Nuclear
       Power Station located in Oak Harbor, Ohio.  TE also owns five
       internal combustion turbine generator units with an aggregate
       capability of 77 megawatts located in northwestern Ohio.  These
       TE-owned plants have a net demonstrated capability of 1,212
       megawatts during the winter, although this includes Unit 2 of the
       Acme Station (75 megawatts), which is on cold standby status and
       can be  returned to service, if needed.

       On September 30, 1987, TE sold essentially all of its 294 megawatt
       undivided tenant-in-common interests in Units 2 and 3 of the
       Mansfield Plant locatedin Shippingport, Pennsylvania.  As a result of
       separate sale and leaseback transactions completed on that date, TE
       and CEI are co-lessees of 6.5% (51 megawatts), 45.9% (358
       megawatts) and     44.38% (355 megawatts) of Units 1, 2 and 3,
       respectively, of the coal-fired Mansfield Plant for terms of about
       29-1/2 years.

       TE also owns a 238 megawatt share of Perry Unit 1.  On September
       30, 1987 TE sold about 18.26% (150 megawatts) of its undivided
       tenant-in-common interests in Beaver Valley Power Station Unit No.
       2 located in Shippingport, Pennsylvania (TE had owned 19.91% (163
       megawatts) and has retained about a 1.65% interest in that Unit). 
       On the same day, the purchasers leased those interests to TE (with
       CEI as co-lessee) for a term of about 29-1/2 years.  TE is selling
       150 megawatts of its Beaver Valley Unit 2 leased capacity
       entitlement to CEI.  This sale commenced in November 1988 and it
       is anticipated that it will continue at least until 1998.

       TE's transmission facilities consist of transmission lines and
       transmission substations operating at various voltages between
       23,000 volts and 345,000 volts.  TE owns the transmission facilities
       located in the area it serves in northwestern Ohio for transmitting
       electric energy to all of its customers.  The portions of the
       transmission lines located in Pennsylvania to the Mansfield Plant
       and the Beaver Valley Power Station are not owned by TE.  TE has
       interconnections with Ohio Edison Company which provide for the
       transmission of electric energy from the Mansfield Plant and the
       Beaver Valley Nuclear Power Station.  TE also has transmission
       interconnections with Consumers Power Company, Detroit Edison
       and AEP (Ohio Power).

       TE owns the distribution facilities located in the area it serves in
       northwestern Ohio for distributing electric energy to all of its
       customers.  These distribution facilities consist primarily of
       distribution lines and distribution substations and related service
       facilities and are used to serve electric energy to its customers.

3.     The following information for the last calendar year with respect to
       claimant and each of its subsidiary public utility companies:


       
        (a)  Number of kwh of electric energy sold (at retail or wholesale),
       and Mcf. of natural or manufactured gas distributed at retail.
       
      Centerior            CEI               Toledo Edison         CSC 

         N/A           20,311,908,000        10,912,832,000        N/A
                           kwh                      kwh

        (b)  Number of kwh of electric energy and Mcf. of natural or
       manufactured gas distributed at retail outside the State in which
       each such company is organized.

      Centerior            CEI               Toledo Edison         CSC

         N/A               None                   None             N/A

       (c)  Number of kwh of electric energy and Mcf. of natural or
       manufactured gas sold at wholesale outside the State in which each
       such company is organized, or at the State line.

      Centerior            CEI               Toledo Edison         CSC

         N/A           544,560,000            387,798,000          N/A
                           kwh                     kwh

       (d)  Number of kwh of electric energy and Mcf. of natural or
       manufactured gas purchased outside the State in which each such
       company is organized or at the State line.

      Centerior            CEI               Toledo Edison         CSC

         N/A            81,251,000*           111,164,000*         N/A
                           kwh                    kwh     
      ____________________
       * Net Kwh of purchases and non-monetary power exchange
       transactions with wholesale customers outside the State.
    
4.     The following information for the reporting period with respect to
       claimant and each interest it holds directly or indirectly in an EWG
       or a foreign utility company, stating monetary amounts in United
       States dollars:

       (a)  Name, location, business address and description of the facilities
       used by the EWG or foreign utility company for the generation,
       transmission and distribution of electric energy for sale or for the
       distribution at retail of natural or manufactured gas.

     Not applicable.
    
       (b)  Name of each system company that holds an interest in such
       EWG or foreign utility company; and description of the interest
       held.

     Not applicable.

       (c)  Type and amount of capital invested, directly or indirectly, by
       the holding company claiming exemption; any direct or indirect
       guarantee of the security of the EWG or foreign utility company by
       the holding company claiming exemption; and any debt or other
       financial obligation for which there is recourse, directly or indirectly,
       to the holding company claiming exemption or another system
       company, other than the EWG or foreign utility company.

     Not applicable.

       (d)  Capitalization and earnings of the EWG or foreign utility
       company during the reporting period.

     Not applicable.

       (e)  Identify any service, sales or construction contract(s) between
       the EWG or foreign utility company and a system company, and
       describe the services to be rendered or goods sold and fees or
       revenues under such agreement(s).

     Not applicable.


     Attached hereto as Exhibit A is a consolidating statement of income
and surplus of the claimant and its subsidiary companies for the last
calendar year together with a consolidating balance sheet of claimant and
its subsidiary companies as of the close of such calendar year.

     The above-named claimant has caused this statement to be duly
executed on its behalf by its authorized officer on this 24th day of
February, 1995.

                                CENTERIOR ENERGY CORPORATION
                                (Name of Claimant)



                                By:ROBERT J.FARLING
                                Robert J. Farling, Chairman
                                President and Chief Executive Officer

ATTEST:



J.T.PERCIO
Name, title, and address of officer to whom notices and correspondence
concerning this statement should be addressed:


Janis T. Percio      Secretary
(Name)               (Title)


Centerior Energy Corporation, P.O. Box 94661, Cleveland, Ohio
44101-4661
(Address)
<PAGE>
EXHIBIT A
CONSOLIDATING FINANCIAL STATEMENTS OF
THE CENTERIOR ENERGY CORPORATION AND SUBSIDIARIES
FOR 1994

(UNAUDITED)



The following consolidating balance sheet at December 31, 1994 and the
consolidating income statement and retained earnings statement for the
twelve months ended December 31, 1994 are for the Centerior Energy
Corporation (Centerior Energy) and Subsidiaries.

Centerior Energy was organized in 1985 and acquired The Cleveland
Electric Illuminating Company and Subsidiaries (Cleveland Electric) and
The Toledo Edison Company (Toledo Edison) on April 29, 1986.  This
business combination was accounted for as a pooling of interests.  The
consolidating financial statements also include the accounts of Centerior
Energy's wholly-owned subsidiary, Centerior Service Company (Service
Company), which was incorporated in 1986.  The Service Company
provides, at cost, management, financial, administrative, engineering, legal
and other services to Centerior Energy, Cleveland Electric and Toledo
Edison (Centerior Utilities).  In 1994, Centerior Energy formed another
wholly-owned subsidiary, Diagnostic Services Group, Inc.  Also in 1994,
Cleveland Electric's three subsidiaries - Centerior Properties Company,
CCO Company and Dynamic Energy Ventures, Inc. - were reorganized to
become wholly-owned subsidiaries of Centerior Energy.  All significant
intercompany items have been eliminated in consolidation.

Centerior Energy and the Centerior Utilities follow the Uniform System of
Accounts prescribed by the Federal Energy Regulatory Commission and
adopted by The Public Utilities Commission of Ohio (PUCO).  The
Service Company follows the Uniform System of Accounts for Mutual
Service Companies as prescribed by the Securities and Exchange
Commission under the Public Utility Holding Company Act of 1935.

<TABLE>
CENTERIOR ENERGY CORPORATION AND SUBSIDIARES
INCOME STATEMENT - YTD
For Twelve Months Ended 
(THOUSANDS OF DOLLARS)
   (Unaudited)
<CAPTION>

                                                                                                                         Centerior
                                                                                                       Intercompany        Energy
                                       CEI                                                             Eliminations &   Corporation
                                     & Subs       TE        CSC   Centerior  CCO   CPC  Dyneco  DSG   Classifications   Consolidated
                                   ---------- --------- -------- --------- ----- ----- ------ ----- ----------------   -------------
OPERATING REVENUES
<S>                                <C>         <C>            <C>       <C>   <C>   <C>    <C>   <C>       <C>            <C>
  Electric                         1,698,021   864,647        -         -     -     -      -     -         (141,628)(1)   2,421,040
  Service Company Revenues                 -         -  194,996         -     -     -      -     -         (194,996)(2)           -

OPERATING EXPENSES
  Fuel and Purchased Power           390,779   167,305        -         -     -     -      -     -         (116,030)(3)     442,053
  Other Operation and Maintenance    394,307   229,032  188,978       349     -     -      -     -         (217,008)(4)     595,657
  Generation Facilities Rental Exp.   55,566   103,966        -         -     -     -      -     -                -         159,533
  Depreciation and Amortization      195,172    83,197        -         -     -     -      -     -                -         278,369
  Taxes, Other than FIT              218,635    90,205    5,844       554     -     -      -     -           (5,844)(5)     309,394
  Deferred Operating Expenses, Net   (34,393)  (21,244)       -         -     -     -      -     -                -         (55,637)
  Federal Income Taxes                81,946    32,687      174      (332)    -     -      -     -             (174)(6)     114,301
                                   ---------- --------- -------- --------- ----- ----- ------ ----- ----------------   -------------
  Total Operating Expenses         1,302,012   685,148  194,996       570     -     -      -     -         (339,056)      1,843,670
                                   ---------- --------- -------- --------- ----- ----- ------ ----- ----------------   -------------
OPERATING INCOME                     396,009   179,499        -      (570)    -     -      -     -            2,432         577,370

NON OPERATING INCOME
  AFUDC-Equity                         3,750       943        -         -     -     -      -     -                -           4,692
  Other Income and Deductions, Net     5,837     3,871        -   205,044     -   397      -     3         (206,720)(7)       8,431
  Deferred Carrying Charges           25,369    14,539        -         -     -     -      -     -                -          39,908
  Federal Income Taxes - Cr (Exp)     (3,509)   (1,655)       -      (897)    -  (105)     -     -                -          (6,166)
                                   ---------- --------- -------- --------- ----- ----- ------ ----- ----------------   -------------
Total Nonoperating Income             31,447    17,698        -   204,146     -   291      -     3         (206,720)         46,865

INCOME BEFORE INTEREST CHARGES       427,456   197,197        -   203,576     -   291      -     3         (204,288)        624,235

INTEREST CHARGES
  Long-Term Debt                     241,884   109,343        -         -     -     -      -     -                -         351,226
  Short-Term Debt                      5,301     5,992        -        47     -     -      -     -           (1,688)(8)       9,652
  AFUDC-Borrowed Funds                (5,160)     (669)       -         -     -     -      -     -                -          (5,829)
                                   ---------- --------- -------- --------- ----- ----- ------ ----- ----------------   -------------
Net Interest Charges                 242,025   114,666        -        47     -     -      -     -           (1,688)        355,049

INCOME AFTER INTEREST CHARGES        185,431    82,531        -   203,529     -   291      -     3         (202,600)        269,186

PREFERRED DIVIDEND REQ OF SUBS             -         -        -         -     -     -      -     -           65,657 (9)      65,657
                                   ---------- --------- -------- --------- ----- ----- ------ ----- ----------------   -------------
NET INCOME                           185,431    82,531        -   203,529     -   291      -     3         (268,257)        203,529
                                   ========== ========= ======== ========= ===== ===== ====== =====
================   =============
PREFERRED DIVIDEND REQUIREMENTS       45,437    20,220        -         -     -     -      -     -          (65,657)(9)           -
                                   ---------- --------- -------- --------- ----- ----- ------ ----- ----------------   -------------
EARNINGS AVAILABLE FOR COMMON STOCK  139,994    62,311        -   203,529     -   291      -     3         (202,600)        203,529
                                   ========== ========= ======== ========= ===== ===== ====== =====
================   =============
AVERAGE COMMON SHARES OUTSTANDING                                                                                           147,838
                                                                                                                       =============
EARNINGS PER COMMON SHARE                                                                                                      1.38
                                                                                                                       =============
</TABLE>

<TABLE>
CENTERIOR ENERGY CORPORATION AND SUBSIDIARIES
               INCOME STATEMENT
INTERCOMPANY ELIMINATIONS & RECLASSIFICATIONS
      For Year Ended December 31,  1994
            (Thousands of Dollars)

<CAPTION>
<S>                                                                                     <C>
1. Operating Revenue - Electric
- -------------------------------
   Centerior Utilities transmission line revenues                                          (1,934)
   Centerior Utilities microwave line revenues                                               (327)
   Centerior Utilities wheeling revenues                                                     (153)
   Centerior Utilities A&G revenues                                                          (490)
   Centerior Utilities sales for resale                                                  (116,030)
   Centerior Utilities Labor Additive revenues                                            (10,715)
   Centerior Utilities Production Revenues                                                (11,979)
                                                                                  ----------------
OPERATING REVENUES                                                                       (141,628)

2. Service Company Revenues
                                                                                  ----------------
- ---------------------------
   Service Company Revenues                                                              (194,996)


3. Fuel and Purchased Power
- ---------------------------
   Centerior Utilities purchased power expenses                                          (116,030)


4. Other Operation and Manitenance
- ---------------------------------
   Centerior Utilities transmission line billings                                          (1,934)
   Centerior Utilities microwave line billings                                               (327)
   Centerior Utilities A&G expense billings                                               (12,468)
   Centerior Utilities overhead expense billings                                          (10,714)
   Centerior Utilities working capital billings                                            (1,924)
   Service Company expenses (less Taxes Other Than Income)                               (188,980)
   Centerior Utilities rental expense billings                                               (508)
   Centerior Utilities wheeling expenses                                                     (153)
                                                                                  ----------------
Other Operation and Maintenance                                                          (217,008)

5. Taxes, Other Than Income Taxes
- ---------------------------------

   Service Company Taxes, other than income taxes                                          (5,844)

6. Federal Income Taxes
- -----------------------
  Service Company federal income taxes                                                       (174)


7. Other Income and Deductions
- ------------------------------
   Centerior Utilities working capital billings                                            (1,924)
   Centerior Utilities Rental Billings                                                       (508)
   Centerior Utilities interest income                                                     (1,688)
   Centerior Utilities equity earnings                                                   (202,599)
   Service Company other income & deductions                                                   (1)
                                                                                  ----------------
                                                                                         (206,720)

8. Short Term Debt
- ------------------
   Centerior Utilities interest expense                                                    (1,688)


9. Preferred Dividend Requirement of Centerior Utilities                                   65,657
- --------------------------------------------------------
</TABLE>

<TABLE>
  CENTERIOR ENERGY CORPORATION AND SUBSIDIARIES                                                                          Page 1 of 2
                  BALANCE SHEET
               AT DECEMBER 31, 1994
            (Thousands of Dollars)
                 (Unaudited)
<CAPTION>
  
                                                          The Cleveland
                                                             Electric     The Toledo   Centerior     Centerior
                                                          Illuminating      Edison      Service        Energy           CCO
                                                              Company      Company      Company      Corporation     Company
                                                           ------------  ------------  ------------  ------------  ------------
           ASSETS
  PROPERTY, PLANT AND EQUIPMENT
  <S>                                                       <C>           <C>                   <C>           <C>           <C>
    Utility Plant In Service                                 6,870,651     2,899,345             -             -             -
    Accumulated Depreciation and Amortization               (2,013,775)     (892,331)            -             -             -
                                                           ------------  ------------  ------------  ------------  ------------
                                                             4,856,876     2,007,014             -             -             -
    Construction Work In Progress                               99,376        30,119             -             -             -
    Perry Unit 2                                                     -             -             -             -             -
                                                           ------------  ------------  ------------  ------------  ------------
                                                             4,956,252     2,037,133             -             -             -
    Nuclear Fuel, Net of Amortization                          173,745       119,477             -             -             -
    Other Property, Less Accummulated Depreciation              20,575         5,994             -             -             -
                                                           ------------  ------------  ------------  ------------  ------------
                                                             5,150,572     2,162,604             -             -             -

  CURRENT ASSETS
    Cash and Temporary Cash Investments                         65,643        87,800         2,118        19,384            57
    Amounts Due from Customers and Others, Net                 151,414        80,723        66,148         1,541             -
    Unbilled Revenues                                           71,500        21,844             -             -             -
    Materials and Supplies, at Average Cost                     94,563        44,730             -             -             -
    Fossil Fuel Inventory, at Average Cost                      16,186        12,498             -             -             -
    Taxes Applicable to Succeeding Years                       179,716        72,160             -             -             -
    Other                                                        4,343         2,369         1,598         6,507             -
                                                           ------------  ------------  ------------  ------------  ------------
                                                               583,365       322,124        69,864        27,432            57
  DEFERRED CHARGES AND OTHER ASSETS
    Amounts Due from Customers for Future Federal Income       641,249       405,308          (240)            -             -
    Unamortized Loss from Beaver Valley Unit 2 Sale                  -       100,698             -             -             -
    Unamortized Loss on Reacquired Debt                         57,827        28,094             -             -             -
    Carrying Charges and Operating Expenses, Other             578,302       378,751             -             -             -
    Nuclear Plant Decommissioning Trusts                        44,211        37,755             -             -             -
    Other                                                       95,114        66,798         1,826           674             -
                                                           ------------  ------------  ------------  ------------  ------------
                                                             1,416,703     1,017,404         1,586           674             -
                                                           ------------  ------------  ------------  ------------  ------------

     Investments In Associated Companies                             -             -             -     1,856,381             -
                                                           ------------  ------------  ------------  ------------  ------------
                                                             7,150,640     3,502,132        71,450     1,884,487            57
                                                           ============  ============  ============  ============ 
============
</TABLE>
<TABLE>

<PAGE>
  CENTERIOR ENERGY CORPORATION AND SUBSIDIARIES                                                                     Page 2 0f 2
                  BALANCE SHEET
               AT DECEMBER 31, 1994
            (Thousands of Dollars)
                 (Unaudited)
<CAPTION>
  
                                                                        Dynamic  Diagnostic      Intercompany          Centerior
                                                           Centerior     Energy    Services      Eliminations            Energy
                                                          Properties   Ventures     Group          & Reclass-         Corporation
                                                            Company       Inc.        Inc.         ifications         Consolidated
                                                           ----------  ---------  ----------  ----------------     ----------------
           ASSETS
  PROPERTY, PLANT AND EQUIPMENT
    <S>                                                            <C>        <C>         <C>               <C>         <C>
    Utility Plant In Service                                       -          -           -                 -            9,769,996
    Accumulated Depreciation and Amortization                      -          -           -                 -           (2,906,106)
                                                           ----------  ---------  ----------  ----------------     ----------------
                                                                   -          -           -                 -            6,863,890
    Construction Work In Progress                                  -          -           -                 -              129,495
    Perry Unit 2                                                   -          -           -                 -                    -
                                                           ----------  ---------  ----------  ----------------     ----------------
                                                                   -          -           -                 -            6,993,385
    Nuclear Fuel, Net of Amortization                              -          -           -                 -              293,222
    Other Property, Less Accummulated Depreciation            23,449          -           -                 -               50,018
                                                           ----------  ---------  ----------  ----------------     ----------------
                                                              23,449          -           -                 -            7,336,625

  CURRENT ASSETS
    Cash and Temporary Cash Investments                       11,344          -          52                 -              186,399
    Amounts Due from Customers and Others, Net                 2,880         12           8           (91,548) (1)         211,178
    Unbilled Revenues                                              -          -           -                 -               93,344
    Materials and Supplies, at Average Cost                        -          -           -                 -              139,293
    Fossil Fuel Inventory, at Average Cost                         -          -           -                 -               28,684
    Taxes Applicable to Succeeding Years                           -          -           -                 -              251,877
    Other                                                          -          -           5                 -               14,822
                                                           ----------  ---------  ----------  ----------------     ----------------
                                                              14,224         12          65           (91,548)             925,597
  DEFERRED CHARGES AND OTHER ASSETS
    Amounts Due from Customers for Future Federal Income           -          -           -                 -            1,046,317
    Unamortized Loss from Beaver Valley Unit 2 Sale                -          -           -                 -              100,698
    Unamortized Loss on Reacquired Debt                            -          -           -                 -               85,921
    Carrying Charges and Operating Expenses, Other                 -          -           -                 -              957,053
    Nuclear Plant Decommissioning Trusts                           -          -           -                 -               81,967
    Other                                                         91          -           -            (7,221) (2)         157,278
                                                           ----------  ---------  ----------  ----------------     ----------------
                                                                  91          -           -            (7,221)           2,429,234
                                                           ----------  ---------  ----------  ----------------     ----------------

     Investments In Associated Companies                           -          -           -        (1,856,381) (3)               -
                                                           ----------  ---------  ----------  ----------------     ----------------
                                                              37,764         12          65        (1,955,150)          10,691,456
                                                           ==========  =========  ==========  ================    
================
</TABLE>
<TABLE>
<PAGE>
  CENTERIOR ENERGY CORPORATION AND SUBSIDIARIES                                                                       Page 1 of 2
                  BALANCE SHEET
               AT DECEMBER 31, 1994
            (Thousands of Dollars)
                 (Unaudited)
<CAPTION>
  
                                                     The Cleveland
                                                        Electric     The Toledo   Centerior     Centerior
                                                     Illuminating      Edison      Service        Energy           CCO
                                                         Company      Company      Company      Corporation     Company
                                                      ------------  ------------  ------------  ------------  ------------
           CAPITALIZATION AND LIABILITIES
  CAPITALIZATION
    <S>                                                 <C>           <C>                   <C>           <C>           <C>
    Long-Term Debt                                      2,543,036     1,154,046             -             -             -
     Preferred Stock                                      486,842       216,685             -             -             -
    Common Stock Equity                                 1,058,190       684,568        26,950     1,881,930            53
                                                      ------------  ------------  ------------  ------------  ------------
                                                        4,088,068     2,055,299        26,950     1,881,930            53

  CURRENT LIABILITIES
    Current Portion of Long Term Debt and Preferred       281,785        82,891             -             -             -
    Current Portion of Lease Obligations                   47,403        35,696             -             -             -
    Accounts Payable                                      205,589        78,891         9,952         2,137             -
    Accrued Taxes                                         309,724        74,909           684        (1,956)            3
    Accrued Interest                                       62,210        27,027           319             -             -
    Dividends Declared                                     18,075             -             -             -             -
    Other                                                  33,028        16,566         9,517           855             -
                                                      ------------  ------------  ------------  ------------  ------------
                                                          957,814       315,980        20,472         1,036             3
  DEFERRED CREDITS AND OTHER LIABILITIES
    Unamortized Investment Tax Credits                    192,151        86,673             -             -             -
    Accumulated Deferred Federal Income Taxes           1,233,830       540,836           853         1,516             -
    Deferred Fuel Costs                                     1,540         3,544             -             -             -
    Unamortized Gain - Bruce Mansfield Sale               326,930       198,089             -             -             -
    Accumulated Def. Rents for Bruce Mansfield
      plant and Beaver Valley Unit 2                       84,454        54,165             -             -             -
    Nuclear Fuel Lease Obligations                        132,180        87,285             -             -             -
    Retirement Benefits                                    59,471       102,897        21,075             -             -
    Other                                                  74,202        57,364         2,100             5             1
                                                      ------------  ------------  ------------  ------------  ------------
                                                        2,104,758     1,130,853        24,028         1,521             1
                                                      ------------  ------------  ------------  ------------  ------------

                                                      ------------  ------------  ------------  ------------  ------------
                                                        7,150,640     3,502,132        71,450     1,884,487            57
                                                      ============  ============  ============  ============  ============

</TABLE>
<TABLE>
<PAGE>
  CENTERIOR ENERGY CORPORATION AND SUBSIDIARIES                                                                      Page 2 of 2
                  BALANCE SHEET
               AT DECEMBER 31, 1994
            (Thousands of Dollars)
                 (Unaudited)
<CAPTION>
  
                                                                   Dynamic  Diagnostic      Intercompany          Centerior
                                                      Centerior     Energy    Services      Eliminations            Energy
                                                     Properties   Ventures     Group          & Reclass-         Corporation
                                                       Company       Inc.        Inc.         ifications         Consolidated
                                                      ----------  ---------  ----------  ----------------     ----------------
           CAPITALIZATION AND LIABILITIES
  CAPITALIZATION
    <S>                                                       <C>        <C>         <C>               <C>          <C>
    Long-Term Debt                                            -          -           -                 -            3,697,082
     Preferred Stock                                          -          -           -                 -              703,527
    Common Stock Equity                                  25,784         12          23        (1,795,581) (4)       1,881,930
                                                      ----------  ---------  ----------  ----------------     ----------------
                                                         25,784         12          23        (1,795,581)           6,282,539

  CURRENT LIABILITIES
    Current Portion of Long Term Debt and Preferred           -          -           -             8,775  (8)         373,451
    Current Portion of Lease Obligations                      -          -           -                 -               83,099
    Accounts Payable                                      9,131          -          41          (161,822) (5)         143,919
    Accrued Taxes                                           748          -           2                 -              384,114
    Accrued Interest                                          -          -           -                 -               89,556
    Dividends Declared                                        -          -           -            (2,700) (6)          15,376
    Other                                                     -          -           -                 -               59,964
                                                      ----------  ---------  ----------  ----------------     ----------------
                                                          9,879          -          43          (155,747)           1,149,479
  DEFERRED CREDITS AND OTHER LIABILITIES
    Unamortized Investment Tax Credits                        -          -           -                 -              278,824
    Accumulated Deferred Federal Income Taxes             1,393          -           -                 -            1,778,429
    Deferred Fuel Costs                                       -          -           -                 -                5,084
    Unamortized Gain - Bruce Mansfield Sale                   -          -           -                 -              525,020
    Accumulated Def. Rents for Bruce Mansfield
      plant and Beaver Valley Unit 2                          -          -           -                 -              138,619
    Nuclear Fuel Lease Obligations                            -          -           -                 -              219,465
    Retirement Benefits                                       -          -           -            (7,221) (2)         176,221
    Other                                                   708          -          (1)            3,399  (7)         137,776
                                                      ----------  ---------  ----------  ----------------     ----------------
                                                          2,101          -          (1)           (3,822)           3,259,438
                                                      ----------  ---------  ----------  ----------------     ----------------

                                                      ----------  ---------  ----------  ----------------     ----------------
                                                         37,764         12          65        (1,955,150)          10,691,456
                                                      ==========  =========  ==========  ================    
================
</TABLE>

<TABLE>
CENTERIOR ENERGY CORPORATION AND SUBSIDIARIES
              BALANCE SHEET
INTERCOMPANY ELIMINATIONS & RECLASSIFICATIONS
       For Year Ended December 31, 1994
           (Thousands of Dollars)
<CAPTION>

<S>                                                                <C>
1. Amounts Due From Affiliates
- ------------------------------
   Intercompany receivables/payables                                  (91,548)

2. Deferred Charges - Other
- ---------------------------
   Reclassification of Toledo Edison and Centerior Service
   Company's net pension accrual balance                                    -
   Pension Cost Accrual                                                (7,221)

3. Investment In Associated Companies
- -------------------------------------
   Centerior Utilities Investment/Equity Elimination                 (241,098)
   Centerior Utilities Loan From Centerior Energy                     (58,100)
   Centerior Utilities Common Stock Elimination                    (1,918,322)
   Undistributed Income                                               361,139
                                                              ----------------
                                                                   (1,856,381)
4. Common Stock Equity
- ----------------------
   Centerior Utilities Investment/Equity Elimination                 (241,098)
   Common Equity                                                   (1,918,322)
   Retained Earnings                                                  363,839
                                                              ----------------
                                                                   (1,795,581)
5. Accounts and Notes Payable to Affiliates
- -------------------------------------------
   Centerior Utilities Loan From Centerior Energy                     (58,100)
   Intercompany receivables/payables                                 (103,722)
                                                              ----------------
                                                                     (161,822)
6. Dividends
- ------------
   Preferred Dividend Accrual Adjustment                               (2,700)

7. Deferred Credit - Other
- --------------------------
   Reclassification of Toledo Edison and Centerior Service
   Elimination of Intercompany receivables/payables                     3,399

8. Reclassification of Long Term Debt
- -------------------------------------
   Reclassification of Mortgage Debt                                    8,775

</TABLE>

<TABLE>

              RETAINED EARNINGS
      For Year Ended December 31, 1994
            (Thousands of Dollars)
                 (Unaudited)

<CAPTION>


                                         CEI                                                             Intercompany
                                        & Subs      TE     CSC   Centerior   CCO    CPC    Dyneco  DSG   Eliminations   Consolidated
                                       --------- --------- ----  ---------- ----- ------- ------- -----  ------------   ------------

Retained Earnings (Deficit)
<S>                                    <C>       <C>              <C>           <C>          <C>      <C>  <C>      <C>    <C>
  At December 31, 1993                 (279,765) (175,428)        (522,614)     3  9,206     (388)    -    446,372  (1)    (522,614)


ADDITIONS
  Net income for the twelve months
    ended December 31, 1994             185,431    82,531          203,529      -  2,093        -     3   (270,058) (2)     203,529

DEDUCTIONS
  Dividends declared
    Common stock                        122,234                    118,227                                (122,234) (3)     118,227
    Preferred stock                      44,557    20,338                                                  (64,895) (4)
                                       --------- --------- ----  ---------- ----- ------- ------- -----  -------------  ------------
      Total Dividends                   166,791    20,338          118,227      -      -        -     -   (187,129)         118,227

    Other                                   396                        396                                    (396) (5)         396
                                       --------- --------- ----  ---------- ----- ------- ------- -----  -------------  ------------
         Total Deductions               167,187    20,338          118,623      -      -        -     -   (187,525)         118,623
                                       --------- --------- ----  ---------- ----- ------- ------- -----  -------------  ------------

Retained Earnings (Deficit)
  At December 31, 1994                 (261,521) (113,235)        (437,708)     3 11,299     (388)    3    363,839         (437,708)
                                       ========= ========= ====  ========== ===== ======= ======= ============= 
============
</TABLE>

<TABLE>
                                CENTERIOR ENERGY CORPORATION AND SUBSIDIARIES
                                              RETAINED EARNINGS
                                         INTERCOMPANY ELIMINATIONS
                                      For Year Ended December 31, 1994
                                                (Unaudited)
<CAPTION>

   ELIMINATIONS
   ------------

<S>                                                                                 <C>
1. Cumulative differences at beginning of year                                         446,372


2. Subsidiaries' net income                                                           (270,058)


3. Common stock dividends paid by Centerior Utilities to Centerior Energy             (122,234)


4. Preferred stock dividends included in consolidated net income                       (64,895)


5. Preferred stock redemption expenses of Centerior Utilities recorded
     by Centerior Energy                                                                  (396)
</TABLE>

<TABLE>

CENTERIOR ENERGY CORPORATION AND SUBSIDIARIES            The Cleveland
               CASH FLOWS                                  Electric
  For Twelve Months Ended December 31, 1994              Illuminating The Toledo Centerior  Centerior
          (Thousands of Dollars)                         Company and    Edison    Service     Energy   Intercompany
               (Unaudited)                               Subsidiaries  Company    Company  Corporation Eliminations    Consolidated
<CAPTION>
                                                         ------------ ---------- --------- ------------------------    ------------
CASH FLOWS FROM OPERATING ACTIVITIES
  <S>                                                        <C>          <C>                  <C>        <C>              <C>
  Net Income                                                 185,431      82,531               203,529    (267,962)(1)     203,529
                                                             -------    --------              --------    --------         -------
  Adjustments to Reconcile Net Income
  to Cash from Operating Activities:
    Depreciation and amortization                            195,172      83,197                                           278,369
    Deferred federal income taxes                             49,618      46,140       107         (79)          0 (2)      95,786
    Unbilled revenues                                         27,500       3,000                                            30,500
    Deferred fuel                                            (20,006)      3,004                                           (17,002)
    Deferred carrying charges                                (25,369)    (14,539)                                          (39,908)
    Leased nuclear fuel amortization                          54,693      43,581                                (1)         98,273
    Deferred operating expenses, net                         (34,393)    (21,244)                                          (55,637)
    Allowance for equity funds used during construction       (3,750)       (943)                                1          (4,692)
    Changes in amounts due from customers and others, net      9,487       1,185       (10)       (706)       (634)(3)       9,322
    Changes in inventories                                     2,098      (2,405)                                             (307)
    Changes in accounts payable                              (34,431)    (15,194)    8,907         975      (4,747)(4)     (44,490)
    Changes in working capital affecting operations            3,794     (15,475)   16,276      (5,486)        925 (5)          34
    Other noncash items                                        4,538       9,568              (202,305)    202,305 (6)      14,106
                                                             -------     -------   -------     -------     -------         -------
      Total Adjustments                                      228,951     119,875    25,280    (207,601)    197,849         364,354
                                                             -------     -------   -------     -------     -------         -------
        Net Cash from Operating Activities                   414,382     202,406    25,280      (4,072)    (70,113)        567,883

CASH FLOWS FROM FINANCING ACTIVITES
  Notes payable to affiliates                                 58,100                                       (58,100)(7)
  First mortgage bond issues                                  46,100      30,500                                            76,600
  Common stock issues                                                                           11,902                      11,902
  Equity contributions from parent                                                 (25,784)     25,784
  Maturities, redemptions and sinking funds                 (116,112)    (97,666)                                         (213,778)
  Nuclear fuel lease obligations                             (60,294)    (49,211)                                         (109,505)
  Dividends paid                                            (142,416)    (20,338)             (118,227)    162,754 (8)    (118,227)
  Premiums, discounts and expenses                              (899)       (212)                    0                      (1,111)
                                                             -------     -------   -------     -------     -------         -------
        Net Cash from Financing Activities                  (215,521)   (136,927)  (25,784)    (80,541)    104,654        (354,119)

CASH FLOWS FROM INVESTING ACTIVITIES
  Cash applied to construction                              (164,268)    (40,669)                                         (204,937)
  Interest capitalized as AFUDC - borrowed                    (5,160)       (669)                                           (5,829)
  Loans to affiliates                                                                          (58,100)     58,100 (9)
  Contributions to nuclear plant decommissioning trusts      (14,293)    (11,949)                                          (26,242)
  Other cash received (applied)                              (26,871)     (6,434)    2,521     107,815     (92,641)(10)    (15,610)
                                                             -------     -------   -------     -------     -------        --------
        Net Cash from Investing Activities                  (210,592)    (59,721)    2,521      49,715     (34,541)       (252,618)
                                                             -------     -------   -------     -------     -------        --------
NET CHANGE IN CASH AND TEMPORARY CASH INVESTMENTS            (11,731)      5,758     2,017     (34,898)                    (38,854)
CASH AND TEMPORARY CASH INVESTMENTS AT BEGINNING OF YEAR      77,374      82,042       101      65,736                     225,253
                                                             -------     -------   -------     -------     -------        --------
CASH AND TEMPORARY CASH INVESTMENTS AT END OF YEAR            65,643      87,800     2,118      30,838                     186,399
                                                             =======     =======   =======     =======     =======        ========

Interest payments (net of amounts capitalized)               208,000      94,000                            (2,000)(11)    300,000
Federal income tax payments                                   15,200       4,800   (14,600)        700                       6,100
</TABLE>

<TABLE>

                         CENTERIOR ENERGY CORPORATION AND SUBSIDIARIES
                                        CASH FLOWS
                           For Twelve Months Ended December 31, 1994
                                  INTERCOMPANY ELIMINATIONS
                                   (Thousands of Dollars)
                                        (Unaudited)

<CAPTION>
 <S>                                                                               <C>
 1. Elimination of equity earnings from Centerior Utilities                        (202,305)
    Adjustment for Centerior Utilities preferred dividend requirements              (65,657)
                                                                                  ---------
                                                                                   (267,962)

 2. Elimination of miscellaneous intercompany federal taxes                               0

 3. Elimination of intercompany receivables and other                                  (634)

 4. Elimination of intercompany payables and other                                   (4,747)

 5. Elimination of miscellaneous intercompany working capital items                     925

 6. Elimination of equity earnings from Centerior Utilities                         202,305

 7. Elimination of intercompany loans between Centerior affiliates                  (58,100)

 8. Elimination of dividends paid to Centerior Energy                                96,676
    Elimination of Centerior Utilities preferred dividends included in net income    65,657
    Elimination of miscellaneous intercompany equity transactions                       421
                                                                                  ---------
                                                                                    162,754

 9. Elimination of intercompany loans between Centerior affiliates                   58,100

10. Elimination of change in Centerior Energy Corp equity investment due
      to Centerior Utilities dividends                                              (96,676)
    Elimination of miscellaneous intercompany federal taxes                               0
    Elimination of miscellaneous intercompany working capital items                    (925)
    Elimination of intercompany receivables and other                                   634
    Elimination of intercompany payables and other                                    4,747
    Elimination of intercompany loans between Centerior affiliates                   58,100
    Elimination of intercompany loans between Centerior affiliates                  (58,100)
    Elimination of miscellaneous intercompany equity transactions                      (421)
                                                                                  ---------
                                                                                    (92,641)

11. Elimination of miscellaneous intercompany interest payments                      (2,000)
</TABLE>
 
<PAGE>
EXHIBIT B
FINANCIAL DATA SCHEDULE


       If, at the time a report on this form is filed, the registrant is 
required to submit this report and any amendments thereto electronically via 
EDGAR, the registrant shall furnish a Financial Data Schedule.  The Schedule 
shall set forth the financial and other data specified below that are 
applicable to the registrant on a consolidated basis.



             Item No.             Caption Heading

                1                 Total Assets
                2                 Total Operating Revenues
                3                 Net Income



<PAGE>
EXHIBIT C




     An organizational chart showing the relationship of each EWG or foreign 
utility company to associate companies in the holding-company system.



NOT APPLICABLE


<TABLE> <S> <C>

<ARTICLE> OPUR3
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               DEC-31-1994
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-ASSETS>                                10709356
<TOTAL-OPERATING-REVENUES>                     2421040
<NET-INCOME>                                    203529
        

</TABLE>


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