CENTERIOR ENERGY CORP
U-3A-2/A, 1997-07-28
ELECTRIC SERVICES
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                                FORM U-3A-2/A

                               Amendment No. 1

                                                   File No. 69-315


                                UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

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



                          CENTERIOR ENERGY CORPORATION


hereby files with the Securities and Exchange Commission, pursuant to 
Rule 2, this amendment to its statement claiming exemption as a holding 
company from the provisions of the Public Utility Holding Company Act of 
1935. This amendment is being filed to add a statement to the end of the 
ninth paragraph of Item 1 of Centerior Energy Corporation's February 28, 
1997 U-3A-2 filing, which statement reads: "As of December 31, 1996, MRE 
was an inactive company."

As so revised, Item 1 now reads as follows: 

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 six subsidiaries which are The Cleveland Electric 
Illuminating Company ("CEI"), The Toledo Edison Company ("TE"), 
Centerior Service Company ("CSC"), Centerior Properties Company ("CPC"), 
Centerior Enterprises Company ("Enterprises"), and Market Responsive 
Energy, Inc. ("MRE").

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.  During the 12 months ended December 31, 1996, 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.  During the 
12 months ended December 31, 1996, 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 is an Ohio corporation organized on March 23, 1929 that is involved 
in real estate activities.

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

MRE is an Ohio corporation organized June 30, 1995 that is a power 
marketer in the wholesale power markets.  As of December 31, 1996, MRE 
was an inactive company.

The above-named claimant has caused this amendment to be duly executed 
on its behalf by its authorized officer on this 15th day of July, 1997.

                                                                               
                              CENTERIOR ENERGY CORPORATION
                              (Name of Claimant)



                             By:  TERRENCE G. LINNERT                           
                                  Terrence G. Linnert, Senior Vice 
                                  President, Chief Financial Officer 
                                  and General Counsel


                           (Centerior Energy Corporation has no seal)






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)





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