AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 10, 1995As filed with the Securities and Exchange Commission on June 5, 1996
Registration Nos. 33- and 33-No. 333-[_____]
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
------------------

FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

OHIO EDISON COMPANY OHIO EDISON FINANCING TRUST
------------------- -------------------------
(Exact name of registrant (Exact name of registrant
as specified in its charter) as specified in its charter)

OHIO DELAWARE
---------------------------- ---------------------------
(State or Other Jurisdiction (State or Other Jurisdiction
of Incorporation or of Incorporation or
Organization) Organization)
34-0437786 To Be Applied For
------------------- -------------------
(I.R.S. Employer------------------

OHIO EDISON COMPANY
(Exact name of Registrant as specified in its charter)
------------------

OHIO 34-0437786
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.) Identification No.)

76 SOUTH MAIN STREET, AKRON, OHIO 44308
----------------------------------------
(Address of Principal Executive Offices)

Registrants'principal executive offices)

Registrant's Telephone Number Including Area Code: (216)(330) 384-5100

------------------------
N. C. BRINK
SECRETARY------------------

N.C. ASHCOM, Secretary
76 SOUTH MAIN STREET
AKRON, OHIOSouth Main Street
Akron, Ohio 44308
(216)(330) 384-5504
---------------------------------------------------------
(Name, Addressaddress and Telephone Numbertelephone number of Agentagent for Service)

------------------------
2service)
------------------

The Commission is requested to mail signed copies of all
orders, notices and communications to:

J.H. BYINGTON, JR. VINCENT PAGANO, JR.
WINTHROP, STIMSON, PUTNAM & ROBERTS SIMPSON THACHER & BARTLETT
ONE BATTERY PARK PLAZA 425 LEXINGTON AVENUE
NEW YORK, N.Y. 10004-1490 NEW YORK, N.Y. 10017-3909

------------------------MICHAEL F. CUSICK VINCENT PAGANO, JR.
Winthrop, Stimson, Putnam & Roberts Simpson Thacher & Bartlett
One Battery Park Plaza 425 Lexington Avenue
New York, NY 10004-1490 New York, NY 10017-3954

------------------

Approximate date of commencement of proposed sale to the public: AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE
OF THIS REGISTRATION STATEMENT.
------------------------------------------------------------As
soon as practicable after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. / //X/

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /

-------------------------------
CALCULATION OF REGISTRATION FEE

PROPOSED MAXIMUM AGGREGATE PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT BEING OFFERING PRICE OFFERING PRICE AMOUNT OF
BEING REGISTERED REGISTERED (1) PER UNIT (2) (2)(3) REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------====================================================================================================================================
Proposed Proposed
maximum maximum Amount of
Title of each class of Amount being offering price aggregate registration
securities being registered registered per unit offering price fee
- ------------------------------------------------------------------------------------------------------------------------------------

Ohio Edison Financing Trust
[____]% Trust Preferred Capital
Securities, Series A . . . . . . 4,600,000 Preferred $25.00 $115,000,000 $39,660
Securities
-------------------------------------------------------------------------------------------------------------------
Ohio Edison Company Guarantee
with respect to Ohio Edison
Financing Trust [____]% Trust
Preferred Capital Securities,
Series A(4) . . . . . . . . . . .
-------------------------------------------------------------------------------------------------------------------Mortgage Bonds...................................... $50,000,000 100% $50,000,000 $17,242
====================================================================================================================================

Estimated solely for the purpose of calculating the registration fee.

----------------------------------------------------------------------------------------------------------

Ohio Edison Company [____]%
Junior Subordinated Debentures,
Series A, Due 2025(5) . . . . . .

Total . . . . . . . . . . 4,600,000 Preferred $25.00 $115,000,000 $39,660
Securities
==========================================================================================================

(1) Includes 600,000 Preferred Securities issuable uponThe Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the exerciseRegistrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Underwriters' option to purchase Preferred Securities solely to
cover over-allotments, if any.

(2) Assumed solely for the purposeAct of calculating the registration fee.

(3) Exclusive of accrued distributions, if any.

(4) No separate consideration will be received for Ohio Edison Company
Guarantee.

(5) The Junior Subordinated Debentures will be purchased by Ohio Edison
Financing Trust with the proceeds of the sale of the Preferred
Securities. No separate consideration will be received for the Junior
Subordinated Debentures.

------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed withuntil this Registration Statement shall become
effective on such date as the Securities and Exchange Commission. These securitiesCommission, acting
pursuant to said Section 8(a), may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction.

PRELIMINARY PROSPECTUS
(Subjectdetermine.

Subject to Completion, Issued August 10, 1995)

4,000,000 PREFERRED SECURITIES

OHIO EDISON FINANCING TRUST

[____]% TRUST PREFERRED CAPITAL SECURITIES,
SERIES A

(Liquidation Amount $25 per Preferred Security)
guaranteed to the extent the Issuer has funds as set forth herein by

OHIO EDISON COMPANY

-------------------

The [____]% Trust Preferred Capital Securities, Series A (the
"Preferred Securities"), representing the undivided beneficial trust interests
offered hereby, are being issued by Ohio Edison Financing Trust, a statutory
business trust formed under the laws of the State of Delaware (the "Issuer" or
the "Trust").Dated June 5, 1996
PROSPECTUS

$50,000,000

Ohio Edison Company

an Ohio corporation ("Ohio Edison"), is the
owner of the undivided beneficial trust interests represented by common
securities (the "Common Securities"; and together with the Preferred
Securities, the "Issuer Securities") issued by the Issuer. The Issuer exists
for the sole purpose of issuing its trust interests (represented by the
Preferred Securities and the Common Securities) and investing the proceeds
thereof in [____]% Junior Subordinated Debentures, Series A, Due 2025 (the
"Subordinated Debentures") issued by Ohio Edison. The trust interests
represented by the Preferred Securities will have a preference under certain
circumstances with respect to cash distributions and amounts payable on
liquidation, redemption or otherwise over the trust interests represented by
the Common Securities issued by the Issuer. See "Description of the Preferred
Securities -- Subordination of Common Securities."

Holders of the Preferred Securities will be entitled to
receive cumulative cash distributions accruing from the date of original
issuance and payable quarterly in arrears on the last

-1-
5

day of March, June, September and December of each year, commencing
[__________], 1995, at the rate of [____]% per annum.MORTGAGE BONDS

---------------------------

Ohio Edison has the
right to defer payments of interest on the Subordinated Debentures by extending
the interest payment period thereon at any time for up to 20 consecutive
quarters (each an "Extension Period"). If interest payments are so deferred,
distributions on the Preferred Securities will also be deferred. During an
Extension Period, distributions will continue to accrue, and holders of
Preferred Securities will be required to accrue interest income for United
States Federal income tax purposes. See "Description of the Subordinated
Debentures -- Option to Extend Interest Payment Period" and "United States
Taxation -- Potential Extension of Interest Payment Period and Original Issue
Discount."

The payment of distributions, out of moneys held by the
Issuer, and payments on liquidation of the Issuer or the redemption of
Preferred Securities, as set forth below, are guaranteed to the extent set
forth herein by Ohio EdisonCompany (the "Guarantee""Company"). See "Description of the
Guarantee". If Ohio Edison fails to make interest payments on the Subordinated
Debentures held by the Issuer, the Issuer will have insufficient funds to pay
distributions on the Preferred Securities. The Guarantee does not cover
payment of distributions when the Issuer does not have sufficient funds to pay
such distributions. In such event, the remedy of a holder of Preferred
Securities is to enforce the rights of the Issuer under the Subordinated
Debentures held by the Issuer. Ohio Edison's obligations under the Guarantee
are subordinate and junior in right of payment to all other liabilities of Ohio
Edison except any liabilities that may be made pari passu expressly by their
terms.

The Preferred Securities will be redeemed upon maturity of the
Subordinated Debentures. The Subordinated Debentures mature on ________,
2025, but the maturity date may be extended once only, for up to an additional
19 years at the option of Ohio Edison, provided certain conditions are met.
See "Description of the Subordinated Debentures -- Option to Extend Maturity
Date." The Subordinated Debentures are redeemable by Ohio Edison, in whole at
any time or in part intends from time to time on or after _____, 2000, at a redemption
price equal to 100% of theoffer
its mortgage bonds (the "New Bonds") in an aggregate principal amount not to
exceed $50,000,000, in amounts, at prices and on terms to be determined at the
time or times of the Subordinated Debenturessale. For each issue of New Bonds for which this Prospectus is
being redeemed. If Ohio Edison redeems Subordinated Debentures, the Issuer
must redeem Issuer Securities havingdelivered (the "Offered Bonds") there is an aggregate liquidation amount equal toaccompanying Prospectus
Supplement (the "Prospectus Supplement") that sets forth, as applicable, the
aggregate principal amount, of the Subordinated Debentures so redeemed at
$25 per Preferred Security plus accruedmaturity, rate and unpaid distributions thereon (the
"Redemption Price") to but excluding the date fixed for redemption. See
"Description of the Preferred Securities -- Mandatory Redemption."

In addition, upon the occurrence of a Special Event (as
defined herein) arising from a change in law or a change in legal
interpretation, unless the Subordinated Debentures are redeemed in the limited
circumstances described herein, the Issuer shall

-2-
6

be dissolved, with the result that the Subordinated Debentures will be
distributed to the holders of the Preferred Securities, on a pro rata basis, in
lieu of any cash distribution. See "Description of the Preferred Securities --
Special Event Redemption or Distribution." In certain circumstances, Ohio
Edison will have the right to redeem the Subordinated Debentures, in whole but
not in part, in lieu of a distribution of the Subordinated Debentures by the
Issuer, which would result in the redemption by the Issuer of Issuer Securities
in the same amount on a pro rata basis. If the Subordinated Debentures are
distributed to the holders of the Preferred Securities, Ohio Edison will use
its best efforts to have the Subordinated Debentures listed on the New York
Stock Exchange or on such other exchange as the Preferred Securities are then
listed. See "Description of the Preferred Securities -- Special Event
Redemption or Distribution" and "Description of the Subordinated Debentures."

The Subordinated Debentures are subordinated and junior in
righttime of payment to all Senior Indebtedness (as defined herein) of Ohio Edison.
As of June 30, 1995, Ohio Edison had approximately $3,546 million of principal
amount of indebtednessinterest,
purchase price, any terms for borrowed moneyredemption and capital lease obligations
constituting Senior Indebtedness. Theany other special terms of the
Subordinated Debentures do
not limit Ohio Edison's ability to incur additional Senior Indebtedness. See
"Description of the Subordinated Debentures -- Subordination."

In the event of the liquidation of the Issuer, the holders of
the Preferred Securities will be entitled to receive for each Preferred
Security a liquidation amount of $25 plus accrued and unpaid distributions
thereon to the date of payment, subject to certain limitations. See
"Description of the Preferred Securities -- Liquidation Distribution Upon
Dissolution."

Application will be made to list the Preferred Securities on
the New York Stock Exchange.

The Preferred Securities will be represented by global
certificates registered in the name of The Depository Trust Company ("DTC") or
its nominee. Beneficial interests in the Preferred Securities will be shown
on, and transfers thereof will be effected only through, records maintained by
participants in DTC. Except as described herein, Preferred Securities in
certificated form will not be issued in exchange for the global certificates.
See "Description of Preferred Securities -- Book-Entry-Only Issuance -- The
Depository Trust Company."

------------------

SEE "RISK FACTORS" BEGINNING ON PAGE 13 HEREOF FOR CERTAIN
INFORMATION RELEVANT TO AN INVESTMENT IN THE PREFERRED SECURITIES.

-3-
7

------------------Offered Bonds.

---------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

PRICE $25 PER PREFERRED SECURITY AND ACCRUED DISTRIBUTIONS, IF ANY

-4-
8

PRICE TO UNDERWRITING DISCOUNTS PROCEEDS TO THE
PUBLIC AND COMMISSION(2) ISSUER(3),(4)
----------------- --------------------- ---------------

Per Preferred Security.......................... $25.00(1) (3) $25.00
Total .......................................... $100,000,000 (3) $100,000,000

(1) Plus accrued distributions,---------------------------

The Company may sell the New Bonds through underwriters, dealers or
agents, or directly to one or a limited number of purchasers. The initial public
offering price, if any, from [__________], 1995.
(2) The Issuer and the net proceeds to Ohio Edison have agreed to indemnify the several
Underwriters against certain liabilities, including liabilities under
the Securities Act of 1933. See "Underwriting."
(3) In view of the fact that the proceeds ofCompany from the
sale of any Offered Bonds, together with the Preferred
Securitiesnames of any underwriters, dealers
or agents relating to such sale and any applicable commissions or discounts,
will be used to purchase the Subordinated Debentures, the
Underwriting Agreement provides that Ohio Edison will pay to the
Underwriters, as compensation ("Underwriters' Compensation") for their
arranging the investment therein of such proceeds, $.[____] per
Preferred Security (or $[__________] in the aggregate); provided that
such compensation will be $[__________] per Preferred Security sold to
certain institutions. See "Underwriting".
(4) Expenses of the offering, which are payable by Ohio Edison, are
estimated to be $405,000.
(5) The Trust and Ohio Edison have granted the Underwriters an option for
30 days to purchase up to an additional 600,000 Preferred Securities
at the price to public per Preferred Security, solely to cover
over-allotments. Ohio Edison will pay Underwriters' Compensation in
the amounts per Preferred Security set forth in Note 3the applicable Prospectus Supplement.

June __, 1996

---------------------------

Information contained herein is subject to completion or amendment. A
Registration Statement relating to these securities has been filed with respectthe
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the Registration Statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such additional Preferred Securities. If such optionState.

No person is exercisedauthorized in full,connection with the total Price to Public, Underwriting
Commission and Proceeds to the Issuer will be $[__________],
$[__________] and $[__________], respectively. See "Underwriting".

------------------

The Preferred Securities are offered, subject to prior sale,
when, as and if accepted by the Underwriters and subject to approval of certain
legal matters by Simpson Thacher & Bartlett, counsel for the Underwriters. It
is expected that delivery of the Preferred Securities will beoffering made on or about
[__________], 1995 through the book-entry facilities of The Depository Trust
Company against payment therefor in immediately available funds.

---------------

Morgan Stanley & Co.
Incorporated

[__________], 1995

-5-
9

No dealer, salesman or other person has been authorizedhereby to
give any information or to make any representations, other than thoserepresentation not contained or incorporated
by reference in this Prospectus in connection with the offering made by thisor any Prospectus Supplement, and if given or made, suchany
information or representationsrepresentation not contained or incorporated herein must not be
relied upon as having been authorized by theOhio Edison Company or the Underwriters.any underwriter
or agent. This Prospectus or any Prospectus Supplement does not constitute an
offer to sell or a solicitation of an offer to buy by any person in any
jurisdiction in which it is unlawful for such person to make such an offer or
solicitation. TheNeither the delivery of this Prospectus or any Prospectus
Supplement at any time does notnor any sale made hereunder shall, under any
circumstance, imply that the information herein or therein is correct as of any
timedate subsequent to the date of
the Prospectus.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SECURITIES
OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN
THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY
BE DISCONTINUED AT ANY TIME.

------------------

TABLE OF CONTENTS

Page
----

AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
SUMMARY INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
OHIO EDISON COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
FINANCING AND CONSTRUCTION PROGRAMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
OHIO EDISON FINANCING TRUST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
DESCRIPTION OF THE PREFERRED SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
DESCRIPTION OF THE GUARANTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
DESCRIPTION OF THE SUBORDINATED DEBENTURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
RELATIONSHIP AMONG THE PREFERRED SECURITIES,
THE SUBORDINATED DEBENTURES AND THE GUARANTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
UNITED STATES TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
UNDERWRITING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
VALIDITY OF THE SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

-6-
10hereof or thereof.

AVAILABLE INFORMATION

Ohio Edison Company (the "Company") is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Information, as of
particular dates, concerning the Company's directors and officers, their
remuneration, the principal holders of the Company's securities and any material
interest of such persons in transactions with the Company is disclosed in proxy
statements distributed to stockholders of the Company and filed with the
Commission. Such reports, proxy statements and other information filed by Ohio Edisonthe
Company may be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's Regional Offices located at 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661, and 7 World Trade Center, New York,
New York 10048. Copies of such materials can be obtained by mail from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. In addition, such material may also be inspected and
copied at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New
York, New York 10005, on which certain of Ohio Edison'sthe Company's securities are listed.

Ohio Edison and the Issuer have filed with the Commission a
registration statement on Form S-3 (herein, together with all amendments and
exhibits, referred to as the "Registration Statement") under the Securities Act
of 1933, as amended (the "Act"). This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. For
further information, reference is hereby madeInformation relating to the Registration Statement.

No separate financial statements of the Issuer are included
herein. Ohio Edison considers that such financial statements would not be
material to holders of the Preferred Securities because (i) all of the Common
Securities of the Issuer are ownedDepository Trust Company ("DTC") and DTC's
book-entry only system is based upon information furnished by Ohio Edison, a reporting company under
the Exchange Act; (ii) the Issuer has no independent operations, but exists for
the sole purpose of issuing securities representing undivided beneficial
interests in the assets of the Issuer and investing the proceeds thereof in the
Subordinated Debentures (and engaging in those activities necessary, convenient
or incidental thereto); and (iii) the obligations of the Issuer under the
securities issued thereby, to the extent funds are available therefor, are
fully and unconditionally guaranteed to the extent set forth herein by Ohio
Edison.

---------------DTC.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

-7-
11

The following documents, which have heretofore been filed by Ohio Edisonthe
Company with the Commission pursuant to the Exchange Act, are incorporated herein by
reference:reference in this Prospectus and shall be deemed to be a part hereof:

1. Ohio Edison's Annual Report on Form 10-K for the year ended December 31, 1994; and1995.

2. Ohio Edison's Quarterly ReportsReport on Form 10-Q for the quartersquarter ended March 31, 1995 and June 30, 1995.1996.

All other documents filed by Ohio Edisonthe Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of thisthe offering of the New Bonds hereunder shall be
deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the respective dates of the filing of such documents. Any statement contained
hereindocuments (such
documents, and the documents enumerated above, being hereinafter referred to as
"Incorporated Documents"; provided, however, that all documents filed by the
Company pursuant to Section 13, 14 or 15 of the Exchange Act in a document all or a portioneach year during
which the offering made by this Prospectus is in effect prior to the filing with
the Commission of which is incorporated or deemed tothe Company's Annual Report on Form 10-K covering such year
shall not be incorporated by reference hereinin this Prospectus or be a part hereof
from and after such filing of such Annual Report on Form 10-K).

Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference hereinIncorporated
Document modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.

Ohio Edison will-2-

The Company hereby undertakes to provide without charge to each person,
including aany beneficial owner, to whom a copy of this Prospectus has been
delivered, upon the written or oral request of any such person, a copy of any
and all of the documents referred to above which arehave been or may be
incorporated herein by reference, other than exhibits to such informationdocuments (unless such
exhibits are specifically incorporated by reference into such documents).
Requests for such copies should be directed to Ohio Edison Company, Investor
Services, 76 South Main Street, Akron, Ohio 44308, telephone number
1-800-736-3402. The information relating to Ohio Edisonthe Company contained in this
document does not purport to be comprehensive and should be read together with
the information contained in the incorporated documents.

Information relating to DTC and the book-entry only system is
based upon information furnished by DTC.

-8-Incorporated Documents.

-3-

SUMMARY INFORMATION

The following is qualified in its entirety by the information and
financial statements (including notes)notes thereto) appearing elsewhere herein, and in
documents incorporated herein by reference.

General

The Preferredreference and in any Prospectus Supplement.

THE OFFERING

Securities

represent undivided beneficial
interestsMortgage bonds in an aggregate principal amount not to exceed
$50,000,000.

Redemption Provisions

To be determined at the time of sale of the Offered Bonds and set forth
in the assets of the Trust, which will consist of the Subordinated
Debentures. The Subordinated Debentures, in which the proceeds of the
Preferred Securities will be invested, mature on ________, 2025, unless such
maturity date is extended by Ohio Edison as described under "Description of the
Subordinated Debentures -- Option to Extend Maturity Date."

Distributions

The distributions payable on each Preferred Security will be
fixed at a rate per annum of [____]% of the stated liquidation amount of $25
per Preferred Security, will be cumulative, will accrue from [__________],
1995, the date of initial issuance of the Preferred Securities, and will be
payable quarterly in arrears, on March 31, June 30, September 30 and December
31 of each year, commencing [__________], 1995, except as otherwise described
below. Distributions that are in arrears for more than one quarter will accrue
interest at the rate per annum of [____]% and the interest so accrued at the
end of each quarter and remaining unpaid will itself bear interest (to the
extent permitted by applicable law) thereafter until paid on the same basis.
See "Description of Preferred Securities--Distributions".

Option to Extend Interest Payment Period

Ohio Edison has the right under the Indenture (as defined
herein) to extend the interest payment period from time to time on the
Subordinated Debentures for an Extension Period not exceeding 20 consecutive
quarters, with the consequence that quarterly distributions on the Preferred
Securities would be deferred (but would continue to accrue with interest
thereon, including interest payable on unpaid interest, as set forth above) by
the Issuer during any such Extension Period. Prior to the termination of any
Extension Period, Ohio Edison may further extend the Extension Period,
provided that such Extension Period together with all such previous and further
extensions thereof may not exceed 20 consecutive quarters or extend beyond the
maturity of the Subordinated Debentures including any extension thereof. Upon
the termination of any Extension Period and the payment of all amounts then
due, Ohio Edison may select a new Extension Period, subject to the above
requirements. See "Description of the Preferred Securities -- Distributions"
and "Description of the Subordinated Debentures -- Option to Extend Interest
Payment Period".

Should an Extension Period occur, each Preferred Security
holder would continue to accrue interest income (as original issue discount)
for United States Federal income tax purposes. As a result, such a holder
would be required to include such interest in gross income for United States
Federal income tax purposes in advance of the receipt of cash, and would not
receive the cash from the Issuer related to such income if such holder disposed
of its Preferred Securities prior to the record date for payment of
distributions. See "United States Taxation --

-9-
13

Original Issue Discount." The Issuer and Ohio Edison believe that an Extension
Period on the Subordinated Debentures is unlikely to occur.

Mandatory Redemption

Upon the repayment of the Subordinated Debentures, whether at
maturity (____________, 2025) or upon earlier redemption as provided in the
Indenture, the proceeds from such repayment shall be applied by the Property
Trustee to redeem a Like Amount (as defined below) of Trust Securities,
including Preferred Securities, upon not less than 30 nor more than 60 days'
notice, at the Redemption Price equal to $25 per Preferred Security plus
accrued and unpaid distributions thereon to but excluding the date for
redemption. See "Description of the Preferred Securities -- Mandatory
Redemption".

Optional Redemption

Ohio Edison has the right to redeem the Subordinated
Debentures (a) on or after [__________], 2000, in whole at any time or in part
from time to time, subject to the conditions described under "Description of
the Subordinated Debentures -- Optional Redemption", or (b) at any time, in
whole but not in part, in certain circumstances upon the occurrence and
continuation of a Tax Event (as defined below), in each case at a redemption
price equal to 100% of the principal amount of Subordinated Debentures being
redeemed, together with any accrued but unpaid interest, including Additional
Interest, if any, to the redemption date. See "Description of the Subordinated
Debentures -- Optional Redemption." If Ohio Edison redeems Subordinated
Debentures, the proceeds from such redemption shall be applied by the Trustee
to redeem a Like Amount (as defined below) of Trust Securities, including
Preferred Securities, as discussed above.

Special Event Redemption or Distribution

If, at any time, a Tax Event or an Investment Company Event
(each a Special Event, all as defined herein) shall occur and be continuing, the
Issuer shall be dissolved, except in the limited circumstances described below,
with the result that, after satisfaction of liabilities to creditors of the
Issuer, a Like Amount of Subordinated Debentures will be distributed to the
holders of the Issuer Securities in liquidation of such holders' interests in
the Issuer on a pro rata basis within 90 days following the occurrence of such
Special Event; provided, however, that in the case of the occurrence of a Tax
Event, Ohio Edison shall have the right, in certain circumstances, to redeem
the Subordinated Debentures, in whole but not in part, for cash at a redemption
price equal to 100% of the principal amount thereof within 90 days
following the occurrence of such Tax Event. If the Subordinated Debentures are
distributed to the holders of the Preferred Securities, Ohio Edison will use
its best efforts to cause the Subordinated Debentures to be listed on the New
York Stock Exchange or on such other exchange, if any, as the Preferred
Securities are then listed.

-10-
14

The Guarantee

The Guarantee guarantees to the holders of the Preferred
Securities the payment (but not the collection) of (i) any accrued and unpaid
distributions required to be paid on the Preferred Securities, to the extent
Ohio Edison has made a required payment of interest or principal on the
Subordinated Debentures, (ii) the Redemption Price, including all accrued and
unpaid distributions, with respect to Preferred Securities called for
redemption by the Issuer, to the extent Ohio Edison has made a required payment
of interest or principal on the Subordinated Debentures, and (iii) upon a
voluntary or involuntary dissolution, winding-up or termination of the Issuer
(other than in connection with the distribution of the Subordinated Debentures
to the holders of the Preferred Securities or a redemption of all of the
Preferred Securities upon the maturity or redemption of Subordinated
Debentures), the lesser of (a) the aggregate of the liquidation amount and all
accrued and unpaid distributions on the Preferred Securities to the date of
payment, to the extent the Issuer has funds legally available therefor, and (b)
the amount of assets of the Issuer remaining available for distribution to
holders of the Preferred Securities in liquidation of the Issuer. The
Guarantee will rank subordinate and junior in right of payment to all
liabilities of Ohio Edison (except those made pari passu by their terms). See
"Description of the Guarantee".

Voting Rights

Holders of Preferred Securities will have limited voting
rights and, except for the rights of holders of Preferred Securities to appoint
a Special Administrative Trustee upon the occurrence of certain events
described herein, will not be entitled to vote to appoint, remove or replace,
or to increase or decrease the number of, the Ohio Edison Trustees (as defined
herein), which voting rights are vested exclusively in the holder of the Common
Securities. See "Description of the Preferred Securities -- Voting Rights".Prospectus Supplement.

Use of Proceeds

The proceeds from the sale of the Preferred Securities offered
hereby willProceeds are expected to be used by the Issuer to purchase the Subordinated Debentures
issued by Ohio Edison. Ohio Edison expects to use such proceeds to retire
outstanding securities and for general corporate purposes. Listing

ApplicationThe
use of the proceeds from any particular Offered Bonds will be made to listset forth in the
Preferred Securities as
an equity securityrelated Prospectus Supplement.

Priority and Security

The New Bonds will be secured primarily by the First Mortgage Bonds (as
defined herein) held by the New Mortgage Trustee (as defined herein) and by the
lien of the New Mortgage (as defined herein) on the New York Stock Exchange underCompany's properties used in
the symbol " ".
Tradinggeneration, production, transmission or distribution of electric energy.
Substantially all of such property, while subject to the lien of the Preferred SecuritiesNew
Mortgage, will be also subject to the prior lien of the First Mortgage (as
defined herein) which is, in the opinion of the Company's counsel, a direct
first lien on substantially all of the New York Stock Exchange is expectedCompany's physical property and
franchises, subject only to commence within a [___]-day period afterexcepted encumbrances as defined in the date of this Prospectus.

-11-First
Mortgage.

-4-

CERTAIN CONSOLIDATED FINANCIAL INFORMATION OF OHIO EDISON
(Thousands, except per share amounts, ratios and percentages)

Twelve Months
Year Ended December 31,(1) Ended June 30,
-------------------------- --------------

1990March
1991 1992 1993(2)1993 1994 1995 ---- ---- ---- ---- ---- ----31, 1996
---------- ---------- ---------- ---------- ---------- -------------
Income Summary: (Unaudited)

Income Summary:

Operating Revenues . . . . . $2,240,646Revenues....................... $2,358,946 $2,332,378 $2,369,940 $2,368,191 $2,363,087$2,465,846 $2,489,748
Net Income . . . . . . . . . $ 281,676Income............................... $ 264,823 $ 276,986 $ 82,724 $ 303,531 $ 310,208317,241 $ 319,055
Earnings on Common Stock . . $ 254,048Stock................. $ 240,069 $ 253,060 $ 59,017 $ 281,852 $ 288,593294,747 $ 298,795
Earnings per share of Common Stock . . . . . . . . . . . $ 1.67 $ 1.60 $ 1.70 $ .39 $ 1.97 $ 2.01Stock....... $1.60 $1.70 $.39 $1.97 $2.05 $2.08
Ratio of Earnings to Fixed Charges(3) . . . . . . . . . 1.97Charges... 1.95 2.01 1.12 2.24 2.27

Ratio of Earnings to Fixed
Charges plus Preferred and
Preference Stock Dividend
Requirements (pre-income tax
basis)(3) . . . . . . . . . 1.79 1.79 1.85 0.99(4) 2.06 2.09

June 30, 1995
-------------
Unaudited2.32 2.34

March 31, 1996
----------------------
Outstanding Ratio
----------- -----
Capitalization Summary: (Unaudited)

Capitalization Summary:
Common Stockholders' Equity . . . . . . . . . . . . . . . . $2,351,346 42.4%Equity......................................................... $2,426,113 43.6%
Preferred Stock-Stock Not Subject to Mandatory Redemption . . . . . . . . . . 328,240 6.0%Redemption................................. 211,870 3.8%
Preferred Stock Subject to Mandatory Redemption . . . . . . . . . . . .Redemption..................................... 40,000 0.7%
Company obligated mandatorily redeemable preferred
securities of subsidiary trust holding solely
Company subordinated debentures................................................... 120,000 2.2%
Long-Term Debt(5) . . . . . . . . . . . . . . . . . . . . . 2,822,225 50.9%Debt................................................................... 2,759,970 49.7%
--------- -----
Total Capitalization Capitalization................................................ $5,557,953 100.0%
=========== =====

- -------------------------
Derived from audited financial information.
Includes net after tax charges of $218,377,000 ($1.43 per share) relating
primarily to the termination of Perry Unit 2, partially offset by the
cumulative effect of a change in accounting for unbilled revenues.
"Earnings" for purposes of these calculations have been computed by adding
to "income before extraordinary items" all taxes based on income or
profits, total interest charges and the estimated interest element of
rentals charged to income. "Fixed charges" include total interest charges,
the estimated interest element of rentals and subsidiaries' preferred stock
dividend requirements, determined on a "pre-income tax" basis (computed,
where applicable, at the effective income tax rates for the applicable
periods). . . . . . . . . . . . . . . . . . . . $5,541,811 100.0%
========== =====These ratios exclude fixed charges applicable to the guarantee of
the debt of a coal supplier aggregating $13,298,000, $9,762,000,
$8,565,000, $7,424,000, $6,315,000 and $5,957,000 for each of the five
years in the period ended December 31, 1995 and the twelve months ended
March 31, 1996, respectively.
Excludes $302,707,000 of long-term debt due to be repaid or subject to put options within one year.

(1) Derived from audited financial information.

(2) Includes net after tax charges of $218,377,000 ($1.43 per share)
relating primarily to the termination of Perry Unit 2, partially
offset by the cumulative effect of a change in accounting for unbilled
revenues.

(3) "Earnings" for purposes of these calculations have been computed by
adding to "income before extraordinary items" all taxes based on
income or profits, total interest charges and the estimated interest
element of rentals charged to income. "Fixed charges" include total
interest charges, the estimated interest element of rentals and
subsidiary preferred stock dividend requirements, determined on a
"pre-income tax" basis (computed at the effective income tax rates for
the applicable periods). These ratios exclude fixed charges
applicable to the guarantee of the debt of a coal supplier aggregating
$16,922,000, $13,298,000, $9,762,000, $8,565,000, $7,424,000 and
$6,874,000 for each of the five years in the period ended December 31,
1994 and the twelve months ended June 30, 1995, respectively.

(4) Earnings were deficient in 1993 by $5,018,000 to cover fixed charges
plus preferred stock dividend requirements.

(5) Excludes $492,695,000 of long-term debt due to mature or subject to
put options within one year.

-12--5-

RISK FACTORS

Prospective purchasers of Preferred Securities should
carefully review the information contained elsewhere in this Prospectus and
should particularly consider the following matters:

SUBORDINATION OF GUARANTEE AND SUBORDINATED DEBENTURES. Ohio
Edison's obligations under the Guarantee are subordinate and junior in right of
payment to all other liabilities of Ohio Edison, except any liabilities that
may be made pari passu expressly by their terms. Ohio Edison's obligations
under the Subordinated Debentures are subordinate and junior in right of
payment to Senior Indebtedness (as defined herein) of Ohio Edison. As of June
30, 1995, Ohio Edison had approximately $3,546 million of principal amount of
indebtedness for borrowed money and capital lease obligations constituting
Senior Indebtedness on a consolidated basis. There are no terms of the
Preferred Securities, the Subordinated Debentures or the Guarantee that limit
Ohio Edison's ability to incur additional indebtedness, including indebtedness
that would rank senior to the Subordinated Debentures and the Guarantee. See
"Description of the Guarantee -- Status of the Guarantee" and "Description of
the Subordinated Debentures -- Subordination".

The ability of the Issuer to pay amounts due on the Preferred
Securities is solely dependent upon Ohio Edison making payments on the
Subordinated Debentures as and when required.

OPTION TO EXTEND INTEREST PAYMENT PERIOD; TAX CONSEQUENCES.
Ohio Edison has the right under the Indenture to extend the interest payment
period from time to time on the Subordinated Debentures for an Extension Period
not exceeding 20 consecutive quarters. Upon the termination of any Extension
Period and the payment of all amounts then due, Ohio Edison may select a new
Extension Period, subject to the requirements described herein. During any
Extension Period, quarterly distributions on the Preferred Securities would be
deferred (but would continue to accrue with interest thereon) by the Issuer.
In the event that Ohio Edison exercises this right, Ohio Edison may not, during
an Extension Period, (a) declare or pay dividends on, or make a distribution
with respect to, or redeem, purchase, acquire, or make a liquidation payment
with respect to, any of its capital stock, or (b) make any payment of interest,
principal or premium, if any, on or repay, repurchase or redeem any debt
securities issued by Ohio Edison that rank pari passu with or junior to the
Subordinated Debentures, or (c) make any guarantee payment with respect to the
foregoing (other than payments under the Guarantee); provided, however, that
restriction (a) above does not apply to any stock dividends paid by Ohio Edison
where the dividend stock is the same as that on which the dividend is paid.
Prior to the termination of any Extension Period, Ohio Edison may further
extend the interest payment period, provided that such Extension Period
together with all such previous and

-13-
17

further extensions thereof may not exceed 20 consecutive quarters and that such
Extension Period may not extend beyond the maturity date of the Subordinated
Debentures (including any extension thereof). If Ohio Edison should determine
to exercise its extension right in the future, the market price of the
Preferred Securities is likely to be affected. The Issuer and Ohio Edison
believe that such an extension of an interest payment period on the
Subordinated Debentures is unlikely to occur. See "Description of the
Preferred Securities -- Distributions" and "Description of the Subordinated
Debentures -- Option to Extend Interest Payment Period." If an Extension
Period occurs and continues for six quarterly distribution periods or longer,
the holders of a majority in liquidation amount of the Preferred Securities
will have the right to appoint a Special Administrative Trustee as discussed
below.

Should an Extension Period occur, each Preferred Security
holder would continue to accrue interest income for United States Federal
income tax purposes. As a result, such a holder would be required to include
such interest in gross income for United States Federal income tax purposes in
advance of the receipt of cash, and would not receive the cash from the Issuer
related to such income if such holder disposed of its Preferred Securities
prior to the record date for payment of distributions. See "United States
Taxation -- Original Issue Discount."

RIGHTS UNDER THE GUARANTEE. The Guarantee will be qualified
as an indenture under the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"). The Bank of New York will act as indenture trustee under the
Guarantee for the purposes of compliance with the Trust Indenture Act (the
"Guarantee Trustee"). The Guarantee Trustee will hold the Guarantee for the
benefit of the holders of the Preferred Securities.

-14-
18

(b) the amount of assets of the Issuer remaining available for distribution to
holders of the Preferred Securities in liquidation of the Issuer. The holders
of a majority in liquidation amount of the Preferred Securities have the right
to direct the time, method and place of conducting any proceeding for any
remedy available to the Guarantee Trustee or to direct the exercise of any
trust or power conferred upon the Guarantee Trustee under the Guarantee. If
the Guarantee Trustee fails to enforce the Guarantee, any holder of Preferred
Securities may institute a legal proceeding directly against Ohio Edison to
enforce the Guarantee Trustee's rights under the Guarantee without first
instituting a legal proceeding against the Issuer, the Guarantee Trustee or any
other person or entity. If Ohio Edison were to default on its obligations
under the Subordinated Debentures, the Issuer would lack available funds for
the payment of distributions or amounts payable on redemption of the Preferred
Securities or otherwise, and in such event holders of the Preferred Securities
would not be able to rely upon the Guarantee for payment of such amounts.
Instead, holders of the Preferred Securities would be required to rely on the
enforcement by the Property Trustee (as defined herein) of its rights, as
registered holder of the Subordinated Debentures, against Ohio Edison pursuant
to the terms of the Subordinated Debentures and may also vote to appoint a
Special Administrative Trustee who shall have the same rights, powers and
privileges as the Administrative Trustees (as defined herein) . See
"Description of the Guarantee -- Status of the Guarantee" and "Description of
the Subordinated Debentures -- Subordination" herein. The Trust Agreement
provides that each holder of Preferred Securities by acceptance thereof agrees
to the provisions of the Guarantee and the Indenture.

ENFORCEMENT OF CERTAIN RIGHTS BY HOLDERS OF PREFERRED
SECURITIES. If (i) the Issuer fails to pay distributions in full on the
Preferred Securities for six consecutive quarterly distribution periods or (ii)
a Trust Agreement Event of Default (as defined herein) occurs and is
continuing, then the holders of Preferred Securities would be entitled, by vote
of a majority in liquidation amount of the Preferred Securities, to appoint a
Special Administrative Trustee, who shall have the same rights, powers and
privileges as the other Administrative Trustees. In addition, the holders of a
majority in aggregate liquidation amount of the Preferred Securities will have
the right to (i) direct the time, method and place of conducting any proceeding
for any remedy available to the Property Trustee or to direct the exercise of
any trust or power conferred upon the Property Trustee under the Trust
Agreement, including the right to direct the Property Trustee to exercise the
remedies available to it as a holder of the Subordinated Debentures; (ii) waive
any past default; or (iii) exercise any right to rescind or annul a declaration
that the principal of all the Subordinated Debentures shall be due and payable;
provided, however, that where a consent under the Indenture (as defined herein)
requires the consent of all holders of the Subordinated Debentures affected
thereby, the

-15-
19

Property Trustee may only give such consent at the direction of all holders of
the Preferred Securities. If the Property Trustee fails to enforce its rights
under the Subordinated Debentures, a holder of Preferred Securities may, after
such holder's written request to the Property Trustee to enforce such rights,
institute a legal proceeding directly against Ohio Edison to enforce the
Property Trustee's rights under the Subordinated Debentures without first
instituting any legal proceeding against the Property Trustee or any other
person or entity. If Ohio Edison exercises its right to defer payments of
interest on the Subordinated Debentures (see "Option to Extend Interest Payment
Period" above), appointment of a Special Administrative Trustee would be the
only right of the holders of the Preferred Securities if the Issuer fails to
pay distributions in full on the Preferred Securities for six consecutive
quarters until expiration of the Extension Period (up to 20 consecutive
quarters).

SPECIAL EVENT REDEMPTION OR DISTRIBUTION. Upon the occurrence
of a Special Event (as defined herein), the Issuer shall be dissolved, except
in the limited circumstance described below, with the result that the
Subordinated Debentures would be distributed to the holders of the Issuer
Securities in connection with the liquidation of the Issuer. In certain
circumstances, Ohio Edison shall have the right to redeem the Subordinated
Debentures, in whole but not in part, in lieu of a distribution of the
Subordinated Debentures by the Issuer, in which event the Issuer will redeem
the Issuer Securities on a pro rata basis to the same extent as the
Subordinated Debentures are redeemed by Ohio Edison. See "Description of the
Preferred Securities -- Special Event Redemption or Distribution."

Under current United States Federal income tax law, a
distribution of Subordinated Debentures upon the dissolution of the Issuer
would not be a taxable event to holders of the Preferred Securities. Upon
occurrence of a Tax Event (as defined herein), however, a dissolution of the
Issuer in which holders of the Preferred Securities receive cash would be a
taxable event to such holders. See "United States Taxation -- Receipt of
Subordinated Debentures or Cash Upon Liquidation of the Issuer."

Because holders of Preferred Securities may receive
Subordinated Debentures upon the occurrence of a Special Event, prospective
purchasers of Preferred Securities are also making an investment decision with
regard to the Subordinated Debentures and should carefully review all the
information regarding the Subordinated Debentures contained herein. See
"Description of the Preferred Securities -- Special Event Redemption or
Distribution" and "Description of the Subordinated Debentures -- General."

LIMITED VOTING RIGHTS. Holders of Preferred Securities will
have limited voting rights and, except for the rights of holders of Preferred
Securities to appoint a Special

-16-
20

Administrative Trustee upon the occurrence of certain events described herein,
will not be entitled to vote to appoint, remove or replace, or to increase or
decrease the number of, the Ohio Edison Trustees (as defined herein), which
voting rights are vested exclusively in the holder of the Common Securities.

TRADING CHARACTERISTICS OF PREFERRED SECURITIES. The
Preferred Securities are expected to be approved for listing as an equity
security on the New York Stock Exchange, subject to official notice of
issuance. Accordingly, the Preferred Securities are expected to trade at a
price that takes into account the value, if any, of accrued and unpaid
distributions; thus, purchasers will not pay and sellers will not receive any
accrued and unpaid interest with respect to their undivided beneficial
interests in Subordinated Debentures owned through the Preferred Securities
that is not included in the trading price of the Preferred Securities.
However, for United States Federal income tax purposes, interest on the
Subordinated Debentures will be included in the gross income of holders of
Preferred Securities as it accrues, rather than when it is paid, and such
accrual will increase a holder's tax basis in his or her Preferred Securities.
Consequently, a holder who sells Preferred Securities between record dates for
payments of distributions would recognize a capital loss if the sales proceeds
were less than the holder's tax basis (as increased by such accrual of
interest). Subject to certain limited exceptions, capital losses may not be
used to offset ordinary income for United States Federal income tax purposes.
See "United States Taxation -- Income from Preferred Securities" and "-- Sale
of Preferred Securities".

OHIO EDISON COMPANY

Ohio EdisonThe Company was organized under the laws of the State of Ohio in 1930
and owns property and does business as an electric public utility in that state.
Ohio EdisonThe Company also has ownership interests in certain generating facilities located in the
Commonwealth of Pennsylvania. Ohio Edison'sThe Company's principal executive offices are
located at 76 South Main Street, Akron, Ohio 44308, telephone number
1-800-736-3402.

Ohio EdisonThe Company furnishes electric service to communities in a 7,500 square
mile area of central and northeastern Ohio. It also provides transmission
services to certain rural cooperatives in its service area and
provides transmission services and electric energy for resale to certain municipalities in thatthe
Company's service area. Ohio Edisonarea and transmission services to certain rural cooperatives.
The Company also engages in the sale, purchase and interchange of electric
energy with other electric companies. The area it serves has a population of
approximately 2,530,000.

Ohio EdisonThe Company owns all of the outstanding common stock of Pennsylvania
Power Company ("Penn Power"), a Pennsylvania corporation, which furnishes
electric service to communities in a

-17-
21 1,500 square mile area of western
Pennsylvania. Penn Power also provides transmission services and electric energy
for resale to certain municipalities in Pennsylvania. The area served by Penn
Power has a population of approximately 340,000.342,000.

Sources of generation for Ohio Edisonthe Company and Penn Power (the "Companies")
during the twelve months ended June 30, 1995March 31, 1996 were 74.2%74.0% coal and 25.8%26.0% nuclear.

USE OF PROCEEDS

The Company proposes to use the proceeds from the sale of the New Bonds
for general corporate purposes. The specific uses to which the proceeds may be
applied will be set forth in the related Prospectus Supplement. Pending
application of the proceeds, the Company may make short-term cash investments.

FINANCING AND CONSTRUCTION PROGRAMS

The Companies' total construction costs, excluding nuclear fuel,
amounted to approximately $227,000,000$166,000,000 in 1994.1995. Such costs included expenditures
for the betterment of existing facilities and for the construction of
transmission lines, distribution lines, substations and other additions. The
Companies currently forecast expenditures of approximately $800,000,000$650,000,000 for
property additions and improvements from 1995-1999,1996-2000, of which approximately
$180,000,000$160,000,000 is applicable to 1995. The Companies' nuclear fuel investments
are expected to be approximately $172,000,000 during the 1995-1999 period, of
which approximately $30,000,000 is applicable to 1995. In addition, various1996. Various Federal, state and local authorities
regulate the Companies with regard to air and water quality and other
environmental matters. The Companies have estimated additional capital
expenditures for environmental compliance of approximately $70,000,000$17,000,000 for the
period 19951996 through 1999,2000, which is included in the construction forecast.

During the 1995-19991996-2000 period, maturities of, and sinking fund
requirements for, long-term debt and preferred stock will require expenditures
of approximately $1,301,000,000,$1,300,000,000, of which approximately $227,000,000$264,000,000 is
applicable to 1995.1996. In addition, the Companies optionally redeemed approximately
$105,000,000 of long-term debt through May 1, 1996.

Nuclear fuel purchases are financed through OES Fuel, Incorporated
("OES Fuel," a wholly owned subsidiary of Ohio Edison)the Company) commercial paper and
loans, both of which are supported by a $225,000,000 long-term bank credit
agreement. Investments for additional nuclear fuel during the 1995-19991996-2000 period
are estimated to be approximately $172,000,000,$180,000,000, of which approximately
$30,000,000$29,000,000 applies to 1995.1996. During the same periods, the Companies' nuclear
fuel investments are expected to be reduced by approximately $225,000,000$191,000,000 and
$56,000,000,$39,000,000, respectively, as the nuclear fuel is consumed. Also, the Companies
have operating lease commitments of approximately $575,000,000$594,000,000 for the 1995-19991996-2000
period, of which approximately $106,000,000$108,000,000 relates to 1995.1996. The Companies
recover the cost of nuclear fuel consumed and operating leases through their
electric rates.

-6-

Short-term borrowings of $230,950,000$119,008,000 at June 30, 1995,
included $114,950,000March 31, 1996, represented
debt of OES Capital, Incorporated ("OES Capital," a wholly owned subsidiary of
Ohio Edison) debt,the Company), which

-18-
22 is secured by customer accounts receivable. OES Capital can
borrow up to $120,000,000 under a receivables financing agreement at rates based
on certain bank commercial paper. The Companies also had $2,000,000$52,000,000 of unused
short-term bank lines of credit as of June 30, 1995.March 31, 1996. In addition, $14,000,000$50,000,000
was available through bank facilities that provide for borrowings on a
short-term basis at the banks' discretion. The Company had the capability to
borrow $135,000,000 as of March 31, 1996 through OES Fuel had approximately $76,000,000 of
unused borrowing capability as of June 30, 1995 that was available for reloan
to Ohio Edison.

OES Finance, Incorporated ("OES Finance," a wholly owned
subsidiary of Ohio Edison) was established during the third quarter of 1994 for
the sole purpose of maintaining deposits pledged as collateral to secure
reimbursement obligations relating to certain letters of credit supporting Ohio
Edison's obligations to lessors under the Beaver Valley Unit 2 sale and
leaseback arrangements. The deposits pledged to the financial institution
providing those letters of credit are the sole property of OES Finance. In the
event of liquidation, OES Finance, as a separate corporate entity, would have
to satisfy its obligations to creditors before any of its assets could be made
available to Ohio Edison as sole owner of OES Finance common stock.facilities.

Based on their present plans, the Companies could provide for their
cash requirements during the remainder of 19951996 from the following sources: funds
to be received from operations; available cash and temporary cash investments
(approximately $60,000,000$30,000,000 as of June 30, 1995), of which
$40,000,000 was held in escrow for the redemption of pollution control
obligations under a forward refunding obligation;March 31, 1996); the issuance of long-term debt
(for refunding purposes); and funds available under the short-term bank credit
arrangements.

For the period 1995-1999,1996-2000, external financings may be used to provide a
portion of the Companies' cash requirements. The extent and type of future
financings will depend on the need for external funds as well as market
conditions, the maintenance of an appropriate capital structure and the ability
of the Companies to comply with coverage requirements in order to issue first
mortgage bonds and preferred stock. The Companies will continue to monitor
financial market conditions and, where appropriate, may take advantage of
economic opportunities to refund debt and preferred stock to the extent that
their financial resources permit.

OHIO EDISON FINANCING TRUSTDESCRIPTION OF THE NEW BONDS

General

The Issuer is a statutory business trust formed under Delaware
law pursuant to (i) a trust agreement executed by Ohio Edison, as sponsor for
the Issuer, and the trustees of such trust named therein and (ii) the filing of
a certificate of trust with the Delaware Secretary of State on August 8,
1995. Such trust

-19-
23

agreementNew Bonds will be amendedauthenticated and restated in its entirety (as so amendeddelivered under a General
Mortgage Indenture and restated,Deed of Trust, between the "Trust Agreement"Company and The Bank of New
York (the "New Mortgage Trustee") substantially in the form filed, dated as an exhibit
to the Registration Statement of which this Prospectus forms a part.June 1, 1996. The Trust
AgreementNew Mortgage
Trustee will be qualified as an indenture under the Trust Indenture Act. The
Issuer exists for the exclusive purposes of (i) issuing the Preferred
Securities and Common Securities representing undivided beneficial interests in
the assets of such Issuer, (ii) investing the gross proceeds of the sale of the
Preferred Securities and Common Securities in the Subordinated Debentures and
(iii) engaging in only those other activities necessary, convenient or
incidental thereto. Pursuant to the Trust Agreement, the number of Ohio Edison
Trustees will initially be four. Two of the Ohio Edison Trustees (the
"Administrative Trustees") will be persons who are employees or officers of or
who are affiliated with Ohio Edison. The third trustee will be a financial
institution that maintains its principal place of business in the State of
Delaware and is unaffiliated with Ohio Edison (the "Delaware Trustee"). The
fourth trustee will be a financial institution which will serve as property
trustee under the Trust Agreement andact as indenture trustee for the purposes of the Trust Indenture
Act of 1939, as amended (the "Property Trustee""Trust Indenture Act"). The Administrative Trustees,Such General Mortgage and
Deed of Trust, as supplemented by various supplemental indentures, including one
or more supplemental indentures relating to the Delaware Trustee and the Property Trustee are sometimesNew Bonds, is hereinafter
referred to collectively herein as the "Ohio Edison Trustees".

Initially,"New Mortgage." The Bank of New York, a New York banking
corporation,summaries herein do not purport to be
complete and The Bank of New York (Delaware), a Delaware banking
corporation, will be the Property Trustee and the Delaware Trustee,
respectively, until removed or replaced by the holder of the Common Securities.
The Bank of New York will also act as Guarantee Trustee and as indenture
trustee under the Indenture.

All of the Common Securities will be owned by Ohio Edison.
The Common Securities will rank pari passu, and payments will be made thereon
pro rata, with the Preferred Securities, except that upon the occurrence and
continuance of a Trust Agreement Event of Default, the rights of the holders of
the Common Securities to payment in respect of distributions and payments upon
liquidation, redemption and otherwise will be subordinatedare subject to the rights of the
holders of the Preferred Securities. Ohio Edison will acquire Common
Securities having an aggregate liquidation amount equal to 3% of the total
capital of the Issuer. The Issuer has a term of approximately [55] years, but
may terminate earlier as provided in the Trust Agreement.

CONDUCT OF THE ISSUER'S AFFAIRS

The Issuer's business and affairs will be conducted by the
Ohio Edison Trustees. As described above, the Trust will not engage in any
business or activities other than those activities necessary, convenient or
incidental to issuance of the Issuer Securities and investment of the proceeds
of such issuance in the

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24

Subordinated Debentures. The holder of the Common Securities, or the holders
of a majority in liquidation preference of the Preferred Securities if a Trust
Agreement Event of Default has occurred and is continuing, will be entitled to
appoint, remove or replace the Property Trustee, the Delaware Trustee and the
Administrative Trustees. The duties and obligations of the Property Trustee,
the Delaware Trustee and the Administrative Trustees shall be governed by the
Trust Agreement, and the Property Trustee will be authorized to exercise
discretion only to the extent specifically stated therein. Ohio Edison will
pay all fees and expenses related to the Issuer and the issuance and sale of
the Issuer Securities.

The office of the Delaware Trustee in the State of Delaware is
White Clay Center, Route 273, Newark, Delaware 19711. The principal place of
business of the Issuer is c/o Ohio Edison Company, 76 South Main Street, Akron,
Ohio 44308 (telephone number (216) 384-5100).

USE OF PROCEEDS

The proceeds from the sale of the Preferred Securities will be
used by the Issuer to purchase the Subordinated Debentures issued by Ohio
Edison, as described herein. Ohio Edison expects to use such proceeds to
retire outstanding securities and for general corporate purposes.

DESCRIPTION OF THE PREFERRED SECURITIES

The Trust Agreement among Ohio Edison as Depositor (the
"Depositor"), The Bank of New York, as Property Trustee, The Bank of New York
(Delaware), as Delaware Trustee and the two Administrative Trustees named
therein, authorizes and creates the Issuer. The Property Trustee, The Bank of
New York, will act as the indenture trustee for purposes of compliance with thedetailed provisions of the Trust Indenture Act. The Issuer Securities will be issued byNew Mortgage.
Capitalized terms used herein which are not otherwise defined in this Prospectus
shall have the Administrative Trustees on behalf of the Issuer pursuant to the terms of
the Trust Agreement. The Preferred Securities represent undivided beneficial
interestsmeanings ascribed thereto in the assets of the Issuer and entitle the holders thereof to a
preference in certain circumstances with respect to distributions and amounts
payable on redemption or liquidation over the Common Securities, as well as
other benefits as described in the Trust Agreement. The following summaries of
certainNew Mortgage. Wherever
particular provisions of the Trust AgreementNew Mortgage or terms defined therein are subjectreferred
to, such provisions or definitions are incorporated by reference as a part of
the statements made herein and such statements are qualified in their entirety
by referencesuch reference. References to article and section numbers in this description
of the New Bonds, unless otherwise indicated, are references to article and
section numbers of the New Mortgage or the First Mortgage (as defined herein),
as the case may be.

The New Mortgage provides that additional bonds may be issued
thereunder on the basis of Pledged Bonds (as hereinafter defined), property
additions, retired bonds and cash. (See "Issuance of Additional Mortgage Bonds"
below.) The New Bonds and all other bonds heretofore or hereafter issued under
the New Mortgage are collectively referred to herein as the "Mortgage Bonds."

Reference is made to the Prospectus Supplement for a description of the
following terms of the series of New Bonds in respect of which this Prospectus
is being delivered (the "Offered Bonds"): (i) the title (series designation) of
the Offered Bonds; (ii) the limit, if any, upon the aggregate principal amount
of the Offered Bonds; (iii) the date or dates on which the principal of the
Offered Bonds, or any Tranche thereof, is payable; (iv) the rate or rates at
which the Offered Bonds, or any Tranche thereof, will bear interest, if any, the
date or dates from which such interest will accrue, the dates on which any such
interest will be payable ("Interest Payment Dates") and the regular record dates
for any interest payable on the Interest Payment Dates; (v) the basis on which
the Offered Bonds will be issued; (vi) the option, if any, of the Company to
redeem the Offered Bonds and the periods within which or the dates on which, the
prices at which and the terms and conditions upon which, the Offered Bonds, or

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any Tranche thereof, may be redeemed, in whole or in part, upon the exercise of
such option; (vii) the obligation, if any, of the Company to redeem or purchase
the Offered Bonds pursuant to any sinking fund or analogous provisions or at the
option of the Holder and the periods within which or the dates on which, the
prices at which and the terms and conditions upon which the Offered Bonds, or
any Tranche thereof, will be redeemed, in whole or in part, pursuant to such
obligation; (viii) the denominations in which the Offered Bonds, or any Tranche
thereof, will be issuable; (ix) whether the Offered Bonds will be originally
issued in book-entry only form as discussed below under "Book-Entry Only
System"; and (x) any other terms of the Offered Bonds not inconsistent with the
provisions of the Trust Agreement,
includingNew Mortgage.

While the definitions thereinNew Mortgage contains provisions for the maintenance of certainthe
Mortgaged Property, it does not contain any provisions for a maintenance or
sinking fund and, except as may be provided in a Supplemental Indenture (and
described in the applicable Prospectus Supplement), there will be no provisions
for any such funds for the New Bonds.

Form and Exchange

New Bonds in definitive form will be issued only as registered bonds
without coupons in denominations of $1,000 or any multiple thereof authorized by
the Company. New Bonds will be exchangeable for a like aggregate principal
amount of New Bonds of the same series of other authorized denominations and
will be transferable at the office of the Company in New York, New York, without
service charge in either case other than for any taxes or other governmental
charge imposed in connection with such exchange or transfer. See "Transfer or
Exchange."

Redemption of the New Bonds

Any terms for the optional or mandatory redemption of any Offered Bonds
will be set forth in the applicable Prospectus Supplement. Except as shall
otherwise be provided in the applicable Prospectus Supplement with respect to
any Offered Bonds redeemable at the option of the Holder, New Bonds will be
redeemable only upon notice by mail not less than 30 days nor more than 180 days
prior to the date fixed for redemption, and, if less than all the New Bonds of a
series, or any Tranche thereof, are to be redeemed, the particular New Bonds to
be redeemed will be selected by such method as shall be provided for the
particular series or Tranche, or in the absence of any such provision, by such
method as the Bond Registrar deems fair and appropriate. (Sections 5.03 and
5.04.)

Any notice of redemption at the option of the Company may state that
such redemption shall be conditioned upon receipt by the New Mortgage Trustee or
Paying Agent, on or prior to the dated fixed for such redemption, of money
sufficient to pay the principal of and premium, if any, and interest, if any, on
such New Bonds and that if such money has not been so received, such notice will
be of no force and effect and the Company will not be required to redeem such
New Bonds. (Section 5.04.)

Security

General. Except as discussed below, Mortgage Bonds now or hereafter
issued under the New Mortgage will be secured primarily by:

(a) bonds ("First Mortgage Bonds") issued under the Company's
Indenture dated August 1, 1930 (the "First Mortgage"), to The Bank of
New York (successor trustee to Bankers Trust Indenture
Act. Wherever particular sections or defined termsCompany), as trustee (the
"First Mortgage Trustee"), and delivered to the New Mortgage Trustee
under the New Mortgage, which First Mortgage Bonds will be secured,
equally and ratably with all other bonds issued under the First
Mortgage, by a valid first lien on substantially all of the Trust Agreement are
referredCompany's
physical property and franchises, subject only to excepted encumbrances
as defined in the First Mortgage (Article I, Section 2); and

-8-

(b) the lien of the New Mortgage on the Company's properties
used or to be used in or in connection with the generation, production,
transmission or distribution of electric energy, which lien is junior
to the lien of the First Mortgage.

The First Mortgage permits, with certain limitations, the
acquisition of property subject to prior liens and, under certain conditions,
permits the issuance of additional indebtedness under such prior liens to the
extent of 60% of net property additions made by the Company to the property
subject to such sectionsprior liens.

As discussed below under "Pledged Bonds," following a merger or
defined terms are incorporated herein by
reference.

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25

The Trust Agreement has been filed as an exhibitconsolidation of another corporation into the Company, the Company could deliver
to the Registration StatementNew Mortgage Trustee bonds issued under an existing mortgage on the
properties of which this Prospectus forms a part.

GENERAL

Allsuch other corporation in lieu of or in addition to bonds issued
under the First Mortgage. In such event, the Mortgage Bonds would be secured,
additionally, by such bonds and by the lien of the Common SecuritiesNew Mortgage on the
properties of such other corporation, which would be junior to the liens of such
existing mortgage and the First Mortgage. The First Mortgage and all such other
mortgages are owned by Ohio Edison.hereinafter, collectively, called the "Class "A" Mortgages," and
all bonds issued under the Class "A" Mortgages and delivered to the New Mortgage
Trustee are hereinafter collectively called the "Pledged Bonds." If and when no
Class "A" Mortgages are in effect, the New Mortgage will constitute a first
mortgage lien on the Company's properties used or to be used in or in connection
with the generation, production, transmission or distribution of electric
energy.

Pledged Bonds. The Common Securities rank pari passu, and paymentsPledged Bonds will be made thereon pro rata,
withissued and delivered to, and
registered in the Preferred Securities except as described under "-- Subordinationname of, Common Securities". (Section 4.03) The Subordinated Debenturesthe New Mortgage Trustee or its nominee and will be
owned and held
of record by the PropertyNew Mortgage Trustee, and held in trustsubject to the provisions of the New
Mortgage, for the benefit of the TrustHolders of all Mortgage Bonds Outstanding from
time to time, and the Company will have no interest in such Pledged Bonds.
Except as may be otherwise set forth in the supplemental indenture or board
resolution or officer's certificate pursuant to a supplemental indenture or a
board resolution pursuant to which any Mortgage Bonds are to be issued, Pledged
Bonds issued as the basis for the authentication and delivery of such Mortgage
Bonds (a) will mature on the same dates, and in the same principal amounts, as
such Mortgage Bonds, and (b) will contain, in addition to any mandatory
redemption provisions applicable to all Pledged Bonds Outstanding under the
related Class "A" Mortgage, mandatory redemption provisions correlative to
provisions for mandatory redemption, or for redemption at the option of the
Holder, of such Mortgage Bonds. Pledged Bonds issued as the basis for
authentication and delivery of a series or Tranche of Mortgage Bonds (x) may,
but need not, bear interest, any such interest to be payable at the same times
as interest on the Mortgage Bonds of such series or Tranche, and (y) may, but
need not, contain provisions for the redemption thereof at the option of the
Company, any such redemption to be made at a redemption price or prices not less
than the principal amount of such Pledged Bonds. (Sections 4.02 and 7.01.)

Any payment by the Company of principal of or premium or interest on
the Pledged Bonds held by the New Mortgage Trustee will be applied by the New
Mortgage Trustee to the payment of any principal, premium or interest, as the
case may be, in respect of the Mortgage Bonds which is then due, and, to the
extent of such application, the obligation of the Company under the New Mortgage
to make such payment in respect of the Mortgage Bonds will be deemed satisfied
and discharged. If, at the time of any such payment of principal of Pledged
Bonds, there shall be no principal then due in respect to the Mortgage Bonds,
the proceeds of such payment will be deemed to constitute Funded Cash and will
be held by the New Mortgage Trustee as part of the New Mortgaged Property, to be
withdrawn, used or applied as provided in the New Mortgage. If, at the time of
any such payment of premium or interest on Pledged Bonds, there shall be no
premium or interest, as the case may be, then due in respect of the Mortgage
Bonds, the proceeds of such payment will be remitted to the Company at its
request. Any payment by the Company of principal of or premium or interest on
Mortgage Bonds authenticated and delivered on the basis of the deposit with the
New Mortgage Trustee of Pledged Bonds (other than by application of the proceeds
in respect of such Pledged Bonds) will, to the extent thereof, be deemed to
satisfy and discharge the obligation of the Company, if any, to make a payment
of principal, premium or interest, as the case may be, in respect of such
Pledged Bonds which is then due. (Section 7.02; and see "Withdrawal of Cash"
below.)

The New Mortgage Trustee may not sell, assign or otherwise transfer any
Pledged Bonds except to a successor trustee under the New Mortgage. (Section
7.04.) At the time any Mortgage Bonds of any series, or any Tranche thereof,
which have been authenticated and delivered upon the basis of Pledged Bonds
cease to be

-9-

Outstanding (other than as a result of the application of the proceeds of the
payment or redemption of such Pledged Bonds), the New Mortgage Trustee shall
surrender to or upon the order of the Company an equal principal amount of such
Pledged Bonds having the same Stated Maturity and mandatory redemption
provisions as such Mortgage Bonds. (Section 7.03.)

At the date of this Prospectus, the only Class "A" Mortgage is the
First Mortgage and the only Pledged Bonds issuable at this time are First
Mortgage Bonds issuable thereunder. The New Mortgage provides that in the event
of the merger or consolidation of another company with or into the Company, an
existing mortgage constituting a lien on properties of such other company prior
to the lien of the New Mortgage may be designated by the Company as an
additional Class "A" Mortgage. Bonds thereafter issued under such additional
mortgage would be Pledged Bonds and could provide the basis for the
authentication and delivery of Mortgage Bonds under the New Mortgage. (Section
7.06.) When no Pledged Bonds are Outstanding under a Class "A" Mortgage except
for Pledged Bonds held by the New Mortgage Trustee, then, at the request of the
Company and subject to satisfaction of certain conditions, the New Mortgage
Trustee will surrender such Pledged Bonds for cancellation, and the related
Class "A" Mortgage will be satisfied and discharged, the lien of such Class "A"
Mortgage on the Company's property will cease to exist and the priority of the
lien of the New Mortgage will be increased. (Section 7.07.)

The New Mortgage provides that, so long as any Mortgage Bonds are
Outstanding, the Company will not issue any additional bonds under any Class "A"
Mortgage except (i) to replace mutilated, destroyed, lost or stolen bonds issued
under such Class "A" Mortgage or (ii) Pledged Bonds issued to the New Mortgage
Trustee as the basis for the authentication and delivery of Mortgage Bonds.
First Mortgage Bonds may currently be issued under the First Mortgage on the
basis of property additions, retirements of bonds previously issued under the
First Mortgage and cash deposited with the First Mortgage Trustee. As of March
31, 1996, $1,276,225,000 of First Mortgage Bonds (other than Pledged Bonds) were
outstanding.

Lien of the New Mortgage. The properties of the Company used or to be
used in or in connection with the generation, production, transmission or
distribution of electric energy are subject to the lien of the New Mortgage.
Substantially all of such property, while subject to the lien of the New
Mortgage, will be also subject to the prior lien of the First Mortgage. The
Mortgage Bonds will have the benefit of the prior lien of the First Mortgage on
such property, and the benefit of the prior lien of any additional Class "A"
Mortgage on any property subject thereto, to the extent of the aggregate
principal amount of Pledged Bonds, issued under the respective Class "A"
Mortgages, held by the New Mortgage Trustee.

The lien of the New Mortgage is subject to Permitted Liens which
include tax liens and other governmental charges which are not delinquent and
which are being contested, construction and materialmen's liens, certain
judgment liens, easements, reservations and rights of others (including
governmental entities) in, and defects of title in, certain property of the
Company, certain leasehold interests, liens on the Company's pollution control
and sewage and solid waste facilities and certain other liens and encumbrances.
(Section 1.01.)

There are excepted from the lien of the New Mortgage, among other
things, cash and securities not paid to, deposited with or held by the New
Mortgage Trustee under the New Mortgage; contracts, leases and other agreements
of all kinds, contract rights, bills, notes and other instruments, accounts
receivable, claims, certain intellectual property rights and other general
intangibles; permits, licenses and franchises; automobiles, other vehicles,
movable equipment, aircraft and vessels; all goods, wares and merchandise held
for sale or lease in the ordinary course of business or for use by or for the
benefit of the Company; fuel, materials, supplies and other personal property
consumable in the operations of the Company's business; computers, machinery,
and equipment; coal, ore, gas, oil, minerals and timber mined or extracted from
the land; gas transmission lines connecting wells with main or branch trunk
lines or field gathering lines connecting wells with main or branch trunk lines;
electric energy, gas, steam, water and other products generated, produced or
purchased; leasehold interests; and all books and records. (Granting Clauses.)
The First Mortgage contains similar, but not identical, exceptions.

-10-

Without the consent of the Holders, the Company and the New Mortgage
Trustee may enter into supplemental indentures to subject to the lien of the New
Mortgage additional property, whether or not used in the electric utility
business (including property which would otherwise be excepted from such lien).
(Section 14.01.) Such property, so long as the same would otherwise constitute
Property Additions (as described below), would thereupon constitute Property
Additions and be available as a basis for the issuance of Mortgage Bonds. (See
"Issuance of Additional Mortgage Bonds" below.)

The New Mortgage contains provisions subjecting after-acquired property
to the lien thereof, subject to the prior lien of the First Mortgage and any
other Class A Mortgage. These provisions are limited in the case of
consolidation or merger (whether or not the Company is the surviving
corporation) or sale of substantially all of the Company's assets. In the event
of consolidation or merger of the Company with or into another corporation and
such other corporation is the surviving corporation or the transfer of all the
mortgaged property as or substantially as an entirety, the New Mortgage will not
be required to be a lien upon any of the properties then owned or thereafter
acquired by the surviving corporation, except properties acquired from the
Company in or as a result of such transaction and improvements, extensions and
additions to such properties and renewals, replacements and substitutions of or
for any part or parts of such properties. In the event of a merger or
consolidation of a corporation with or into the Company and the Company is the
surviving corporation, unless a supplemental indenture to the New Mortgage shall
otherwise provide, the New Mortgage will not be required to be a lien upon any
of the properties acquired by the Company in or as result of such transaction or
any improvements, extensions or addition to such properties or any renewal
replacements or substitutions of or for any part or parts of such properties.
(Article Thirteen; and see "Consolidation, Merger, Conveyance, Transfer or
Lease" below.) In addition, after-acquired property may be subject to vendors'
liens, purchase money mortgages and other liens thereon at the time of
acquisition thereof, including the lien of any Class "A" Mortgage.

The New Mortgage provides that the New Mortgage Trustee will have a
lien, prior to the lien on behalf of the holders of Mortgage Bonds, upon
Mortgaged Property and any money collected by the New Mortgage Trustee as
proceeds of the Mortgaged Property, for the payment of its reasonable
compensation and expenses and for indemnity against certain liabilities.
(Section 11.07.)

Issuance of Additional Mortgage Bonds

The principal amount of Mortgage Bonds which may be issued under the
New Mortgage (Section 3.01) is not limited. Mortgage Bonds of any series may be
issued from time to time under Article Four of the New Mortgage on the basis of,
and in an aggregate principal amount not exceeding:

(1) the aggregate principal amount of Pledged Bonds issued
and delivered to the Trustee;

(2) 70% of the Cost or Fair Value to the Company (whichever
is less) of Property Additions (as described below) which do not
constitute Bonded Property Additions (being, generally, Property
Additions which have been made the basis of the authentication and
delivery of Mortgage Bonds, the release of mortgaged property or cash
withdrawals) after certain deductions and additions, primarily
including adjustments to offset property retirements;

(3) the aggregate principal amount of Retired Bonds (which
consist of Mortgage Bonds no longer Outstanding under the New Mortgage
(including Mortgage Bonds deposited under any sinking or analogous
funds) which have not been used for certain other purposes under the
New Mortgage and which are not to be paid, redeemed or otherwise
retired by the application of Funded Cash), but if Pledged Bonds have
been made the basis for the authentication and delivery of such Retired
Bonds, only if the related Class "A" Mortgage has been discharged: and

(4) an amount of cash deposited with the Trustee.

In general, the issuance of Mortgage Bonds is subject to Adjusted Net
Earnings of the Company for 12 consecutive months within the preceding 18 months
being at least two times the Annual Interest Requirements on all Mortgage Bonds
at the time Outstanding, Mortgage Bonds then applied for, all outstanding bonds
issued under a Class A Mortgage other than Pledged Bonds held by the New
Mortgage Trustee under the New Mortgage, and all other indebtedness (with
certain exceptions) secured by a lien prior to the lien of the New Mortgage,
except that no such net earnings requirement need be met if the additional
Mortgage Bonds to be issued are to have no Stated Interest Rate prior to
Maturity. The Company is not required to satisfy the net earnings requirement
prior to issuance of Mortgage Bonds as provided in (1) above if the Pledged
Bonds issued and delivered to the New Mortgage Trustee as the basis for such
issuance have been authenticated and delivered under the related Class "A"

-11-

Mortgage on the basis of retired Class A Bonds. In addition, the Company is not
required to satisfy the net earnings requirement prior to issuance of Mortgage
Bonds as provided in (3) above unless (a) the Stated Maturity of the Retired
Bonds is a date less than five years after the date of the Company Order
requesting the authentication and delivery of such Mortgage Bonds and (b) the
maximum Stated Interest Rate, if any, on such Retired Bonds at the time of their
authentication and delivery is less than the maximum Stated Interest Rate, if
any, on such Mortgage Bonds to be in effect upon the initial authentication and
delivery of such Mortgage Bonds. In general, the interest requirement with
respect to variable interest rate indebtedness, if any, is determined with
reference to the rate or rates in effect on the date immediately preceding such
determination or the rate to be in effect upon initial authentication. (Section
1.03 and Article Four).

Adjusted Net Earnings are calculated before, among other things,
provisions for income taxes; depreciation or amortization of property; interest
on any indebtedness and amortization of debt discount and expense; any
non-recurring charge to income of whatever kind or nature (including without
limitation the recognition of expense or impairment due to the
non-recoverability of assets or expense), whether or not recorded as a
non-recurring item in the Company's books of account; and any refund of revenues
previously collected or accrued by the Company subject to possible refund. With
respect to Mortgage Bonds of a series subject to a Periodic Offering (such as a
medium-term note program), the New Mortgage Trustee may be entitled to receive a
certificate evidencing compliance with the net earnings requirements only once,
at or prior to the time of the first authentication and delivery of the Mortgage
Bonds of such series (unless the Company Order requesting the authentication and
delivery of such Mortgage Bonds is delivered on or after the date which is two
years after the most recent Net Earnings Certificate was delivered, in which
case an updated certificate would be required to be delivered). (Sections 1.03
and 4.01.)

Property Additions generally include any property which is owned by the
Company and is subject to the lien of the New Mortgage, except any property the
cost of acquisition or construction of which is properly chargeable to an
operating expense account of the Company. (Section 1.04.)

Unless otherwise provided in the applicable Prospectus Supplement, the
Company will issue the Mortgage Bonds on the basis of Pledged Bonds (i.e., First
Mortgage Bonds) issued under its First Mortgage.

Release of Property

The Company may obtain the release from the lien of the New Mortgage of
any Mortgaged Property if the Fair Value of all of the Mortgaged Property
(excluding the Mortgaged Property to be released but including any Mortgaged
Property to be acquired by the Company with the proceeds of, or otherwise in
connection with, such release) equals or exceeds an amount equal to
twenty-fourteenths (20/14ths) of the aggregate principal amount of Mortgage
Bonds Outstanding and bonds issued under Class "A" Mortgages outstanding (other
than Pledged Bonds).

The New Mortgage provides simplified procedures for the release of
property which has been released from the lien of a Class "A" Mortgage, minor
properties and property taken by eminent domain, and provides for dispositions
of certain obsolete property and grants or surrender of certain rights without
any release or consent by the New Mortgage Trustee.

If any property released from the lien of the New Mortgage continues to
be owned by the Company after such release, the New Mortgage will not become a
lien on any improvement, extension or addition to such property or renewals,
replacements or substitutions of or for any part or parts of such property.
(Article Eight.)

Withdrawal of Cash

Subject to certain limitations, cash held by the New Trustee may (1) be
withdrawn by the Company (a) to the extent of the Cost or Fair Value to the
Company (whichever is less) of Unbonded Property Additions, after certain
deductions and additions primarily including adjustments to offset retirements,
or (b) in an amount equal to twenty-fourteenths (20/14ths) of the aggregate
principal amount of Mortgage Bonds that the Company would be entitled to issue
on the basis of Retired Bonds (with the entitlement to such issuance being
waived by operation of

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such withdrawal), or (c) in an amount equal to twenty-fourteenths (20/14ths) of
the aggregate principal amount of any Outstanding Mortgage Bonds delivered to
the New Trustee, or (2) upon the request of the Company, be applied to (a) the
purchase of Mortgage Bonds (at prices not exceeding twenty-fourteenths
(20/14ths) of the principal amount thereof) or (b) the redemption or payment at
Stated Maturity of Mortgage Bonds (with any Mortgage Bonds received by the New
Trustee pursuant to these provisions being canceled by the New Trustee) (Section
8.06); provided, however, that cash deposited with the New Mortgage Trustee as
the basis for the authentication and delivery of Mortgage Bonds, as well as cash
representing a payment of principal of Pledged Bonds, may only be withdrawn in
an amount equal to the aggregate principal amount of Mortgage Bonds the Company
would be entitled to issue on any basis (with the entitlement to such issuance
being waived by operation of such withdrawal), or may, upon the request of the
Company, be applied to the purchase, redemption or payment of Mortgage Bonds at
prices not exceeding, in the aggregate, the principal amount thereof (Sections
4.05 and 7.02).

Consolidation, Merger, Conveyance, Transfer or Lease

The Company may not consolidate with or merge into any other
corporation or convey, transfer or lease the Mortgaged Property as or
substantially as an entirety to any person unless (a) such transaction is on
such terms as will fully preserve the lien and security of the New Mortgage and
the rights and powers of the New Mortgage Trustee and Holders, (b) the
corporation formed by such consolidation or into which the Company is merged or
the person which acquires by conveyance or transfer, or which leases, the
Mortgaged Property as or substantially as an entirety is a corporation organized
and existing under the laws of the United States of America or any state or
territory thereof or the District of Columbia, and such corporation executes and
delivers to the New Mortgage Trustee a supplemental indenture, which contains an
assumption by such corporation of the due and punctual payment of the principal
of and premium, if any, and interest, if any, on the Mortgage Bonds and the
performance of all of the covenants of the Company under the New Mortgage and
which contains a grant, conveyance, transfer and mortgage by the corporation
confirming the lien of the New Mortgage on the Mortgaged Property and subjecting
to such lien all property thereafter acquired by the corporation which shall
constitute an improvement, extension or addition to the Mortgaged Property or a
renewal, replacement or substitution of or for any part thereof, and, at the
election of the corporation, subjecting to the lien of the New Mortgage such
other property then owned or thereafter acquired by the corporation as the
corporation shall specify, and (c) in the case of a lease, such lease will be
made expressly subject to termination by the Company or the New Mortgage Trustee
at any time during the continuance of an Event of Default. (Section 13.01.)

Other than the security afforded by the lien of the First Mortgage and
the New Mortgage and the restrictions on the issuance of additional First
Mortgage Bonds and Mortgage Bonds, there are no provisions of the First Mortgage
or the New Mortgage which afford the holders of the Issuer Securities. (Section 2.09). The Guarantee
isMortgage Bonds protection in
the event of a fullhighly leveraged transaction, reorganization, restructuring,
merger or similar transaction involving the Company. Neither the First Mortgage
nor the New Mortgage contain provisions requiring the repurchase of the Mortgage
Bonds upon a change in control of the Company.

Modification of New Mortgage

Without the consent of any Holders, the Company and unconditional guarantee with respectthe New Mortgage
Trustee may enter into one or more supplemental indentures for any of the
following purposes:

(a) to evidence the succession of another person to the
Preferred Securities
but does not guarantee payment of distributions or amounts payable on
redemption or liquidationCompany and the assumption by any such successor of the Preferred Securities when the Issuer does not
have sufficient available funds to pay such distributions. In such event, the
remedy of a holder of Preferred Securities is to vote, together with the
holders of a majority in liquidation amountcovenants of
the Preferred Securities,Company in the New Mortgage and in the Mortgage Bonds
("Consolidation, Merger, Conveyance, Transfer or Lease" above); or

(b) to appoint a Special Administrativeadd one or more covenants of the Company or other
provisions for the benefit of all Holders or for the benefit of the
Holders of, or to remain in effect only so long as there shall be
Outstanding, Mortgage Bonds of one or more specified series, or one or
more specified Tranches thereof, or to surrender any right or power
conferred upon the Company by the New Mortgage; or

(c) to correct or amplify the description of any property at
any time subject to the lien of the New Mortgage, or better to assure,
convey and confirm to the New Mortgage Trustee any property subject

-13-

or required to be subjected to the lien of the New Mortgage, or to
subject to the lien of the New Mortgage additional property; or

(d) to convey, transfer and assign to the New Mortgage
Trustee and to directsubject to the Property Trustee to
enforce the Property Trustee's rights under the Subordinated Debentures.

DISTRIBUTIONS

The distributions payable on each Preferred Security will be
fixed at a rate per annum of [____]%lien of the stated liquidation amount of $25
per Preferred Security. Distributions that are in arrears for more than one
quarter will accrue interest at the rate per annum of [____]% and the interest
so accrued at the end of each quarter and remaining unpaid will itself bear
interest (to the extent permitted by applicable law) thereafter until paid on
the same basis. The term "distributions" as used herein includes any such
interest payable, unless otherwise stated. The amount of distributions payable
for any period will be computed on the basis of a 360-day year of twelve 30-day
months. (Sections 4.01(a) and 4.01(b)).

Distributions on the Preferred Securities will be cumulative,
will accrue from [__________], 1995, the date of initial issuance thereof, and
will be payable quarterly in arrears, on March 31, June 30, September 30 and
December 31 of each year, commencing [__________], 1995, except as otherwise
described below. In the event that any date on which distributions are
otherwise payable on the Preferred Securities is not a Business Day, payment of
the distribution payable on such date will be made on the next succeeding day
that is a Business Day (and without any interest or other payment in respect to
any such delay) except that, if such Business Day is in the next succeeding
calendar year, payment of such distribution shall be made on the immediately
preceding Business Day, in each caseNew Mortgage with the same
force and effect as if made
on

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26

such date (each date on which distributions are otherwise payableincluded in accordance
with the foregoing, a "Distribution Date"). A "Business Day" means a day other
than (x) a Saturday or a Sunday, (y) a day on which banks in New York, New York
are authorized or obligated by law or executive order to remain closed or (z) a
day on which the principal corporate trust officeMortgage, property of
subsidiaries of the Property TrusteeCompany used or the Debenture Trustee (as defined herein) is closedto be used for business. (Section
4.01(a)).

Ohio Edison has the right, under the Indenture pursuant toone or more purposes
which it will issue the Subordinated Debentures (the "Indenture"), to extend
the interest payment period from time to time on the Subordinated Debentures
for an Extension Period not exceeding 20 consecutive quarters, with the
consequence that quarterly distributions on the Preferred Securities would be
deferred (but would continue to accrue with interest thereon, including
interest payable on unpaid interest, as set forth above)if owned by the Issuer duringCompany would constitute property used or to be
used for one or more of the Primary Purposes of the Company's Business,
which property shall for all purposes of the New Mortgage be deemed to
be property of the Company, together with such other provisions as may
be appropriate to express the respective rights of the New Mortgage
Trustee and the Company in regard thereto; or

(e) to change or eliminate any provision of the New Mortgage
or to add any new provision to the New Mortgage, provided that if such
Extension Period. Inchange, elimination or addition adversely affects the event that Ohio Edison exercises this right,
Ohio Edison may not, during an Extension Period, (a) declareinterests of the
Holders of the Mortgage Bonds of any series or payTranche in any dividends on,material
respect, such change, elimination or make a distributionaddition will become effective
with respect to such series or redeem, purchase,
acquireTranche only when no Mortgage Bond of
such series or Tranche remains outstanding under the New Mortgage; or

(f) to establish the form or terms of the Mortgage Bonds of
any series or Tranche as permitted by the New Mortgage; or

(g) to provide for the authentication and delivery of bearer
securities and coupons appertaining thereto representing interest, if
any, thereon and for the procedures for the registration, exchange and
replacement thereof and for the giving of notice to, and the
solicitation of the vote or consent of, the holders thereof, and for
any and all other matters incidental thereto; or

(h) to evidence and provide for the acceptance of
appointment by a successor trustee or by a co-trustee or separate
trustee; or

(i) to provide for the procedures required to permit the
Company to utilize, at its option, a noncertificated system of
registration for all, or any series or Tranche of, the Mortgage Bonds;
or

(j) to change any place where (1) the principal of and
premium, if any, and interest, if any, on the Mortgage Bonds of any
series, or any Tranche thereof, will be payable, (2) any Mortgage Bonds
of any series, or any Tranche thereof, may be surrendered for
registration of transfer, (3) any Mortgage Bonds of any series, or any
Tranche thereof, may be surrendered for exchange, and (4) notices and
demands to or upon the Company in respect of the Mortgage Bonds of any
series, or any Tranche thereof, and the New Mortgage may be served; or

(k) to cure any ambiguity, to correct or supplement any
provision therein which may be defective or inconsistent with any other
provision therein, or to make a liquidation paymentany changes to the provisions thereof or
to add other provisions with respect to matters and questions arising
under the New Mortgage, so long as such other changes or additions do
not adversely affect the interests of the Holders of Mortgage Bonds of
any series or Tranche in any material respect; or

(l) to reflect changes in Generally Accepted Accounting
Principles; or

(m) to provide the terms and conditions of the exchange or
conversion, at the option of the holders of Mortgage Bonds of any
series, of the Mortgage Bonds of such series for or into Mortgage Bonds
of other series or stock or other securities of the Company or any
other corporation; or

(n) to change the words "Mortgage Bonds" to "First Mortgage
Bonds" in the descriptive title of all Outstanding Bonds at any time
after the discharge of the First Mortgage; or

(o) to comply with the rules or regulations of any national
securities exchange on which any of its capital
stock,the Mortgage Bonds may be listed.
(Section 14.01.)

-14-

Without limiting the generality of the foregoing, if the Trust
Indenture Act is amended after the date of the New Mortgage in such a way as to
require changes to the New Mortgage or (b) makethe incorporation therein of additional
provisions or so as to permit changes to, or the elimination of, provisions
which, at the date of the New Mortgage or at any paymenttime thereafter, were required
by the Trust Indenture Act to be contained in the New Mortgage, the Company and
the New Mortgage Trustee may, without the consent of any Holders, enter into one
or more supplemental indentures to evidence or effect such amendment. (Section
14.01.)

Except as provided above, the consent of the Holders of not less than a
majority in aggregate principal amount of the Mortgage Bonds of all series then
Outstanding, considered as one class, is required for the purpose of adding any
provisions to, or changing in any manner, or eliminating any of the provisions
of, the New Mortgage pursuant to one or more supplemental indentures; provided,
however, if less than all of the series of Mortgage Bonds Outstanding are
directly affected by a proposed supplemental indenture, then the consent only of
the Holders of a majority in aggregate principal amount of Outstanding Mortgage
Bonds of all series so directly affected, considered as one class, will be
required; and provided further that if the Mortgage Bonds of any series have
been issued in more than one Tranche and if the proposed supplemental indenture
directly affects the rights of the Holders of one or more, but less than all, of
such Tranches, then the consent only of the Holders of a majority in aggregate
principal amount of the Outstanding Mortgage Bonds of all Tranches so directly
affected, considered as one class, will be required; and provided further that
no such amendment or modification may, without the consent of each Holder of the
Outstanding New Mortgage of each series or Tranche directly affected thereby,
(a) change the Stated Maturity of the principal of, or any installment of
principal of or interest on, any Mortgage Bond, or reduce the principal amount
thereof or the rate of interest thereon (or the amount of any installment of
interest thereon) or change the method of calculating such rate or reduce any
premium payable upon the redemption thereof, or reduce the amount of the
principal of a Discount Bond (i.e., Bond which by its terms pays less than the
principal amount thereof upon an acceleration of the maturity) that would be due
and payable upon a declaration of acceleration of maturity or change the coin or
currency (or other property) in which any Mortgage Bond or any premium or the
interest thereon is payable, or impair the right to institute suit for the
enforcement of any such payment on or after the Stated Maturity thereof (or, in
the case of redemption, on or after the redemption date), (b) permit the
creation of any lien ranking prior to the lien of the New Mortgage with respect
to all or substantially all of the Mortgaged Property or terminate the lien of
the New Mortgage on all or substantially all of the Mortgaged Property, or
deprive such Holder of the benefit of the security of the lien of the New
Mortgage, (c) reduce the percentage in principal amount of the Outstanding
Mortgage Bonds of such series or Tranche, the consent of the Holders of which is
required for any such supplemental indenture, or the consent of the Holder of
which is required for any waiver of compliance with any provision of the New
Mortgage or any default thereunder and its consequences, or reduce the
requirements for quorum or voting, or (d) modify certain of the provisions of
the New Mortgage relating to supplemental indentures, waiver of certain
covenants and waivers of past defaults. A supplemental indenture which changes
or eliminates any covenant or other provision of the New Mortgage which has
expressly been included solely for the benefit of the Holders of, or which is to
remain in effect only so long as there shall be Outstanding Mortgage Bonds of
one or more specified series, or one or more Tranches thereof, or modifies the
rights of the Holders of Mortgage Bonds of such series or Tranches with respect
to such covenant or other provision, will be deemed not to affect the rights
under the New Mortgage of the Holders of the Mortgage Bonds of any other series
or Tranche. (Section 14.02.)

Waiver

The Holders of at least a majority in aggregate principal amount of all
Mortgage Bonds may waive the Company's obligations to comply with certain
covenants, including the Company's obligation to maintain its corporate
existence and properties, pay taxes and discharge liens, maintain certain
insurance and to make such recordings and filings as are necessary to protect
the security of the Holders and the rights of the New Mortgage Trustee, provided
that such waiver occurs before the time such compliance is required. The Holders
of at least a majority of the aggregate principal amount of Outstanding Mortgage
Bonds of all affected series or Tranches, considered as one class, may waive,
before the time for such compliance, compliance with the Company's obligation to
maintain an office or agency where the Mortgage Bonds of such series or Tranches
may be surrendered for payment, registration, transfer or exchange, and
compliance with any other covenant specified in a supplemental indenture
respecting such series or Tranches. (Section 6.09.)

-15-

Events of Default

Each of the following events constitutes an Event of Default under the
New Mortgage:

(1) failure to pay interest on any Mortgage Bond within 60
days after the same becomes due;

(2) failure to pay principal or premium, if any, on or
repay, repurchase or redeem any
debt securities issued by the Company that rank
pari passu with or junior to the Subordinated Debentures, or (c) make any
guarantee payments with respect to the foregoing (other than payments under the
Guarantee); provided, however, that restriction (a) above does not apply to any
stock dividends paid by Ohio Edison where the dividend stock is the same as
that on which the dividend is paid. Prior to the termination of any Extension
Period, Ohio Edison may further extend the interest payment period, provided
that such Extension Period together with all such previous and further
extensions thereof may not exceed 20 consecutive quarters or extend beyond the
maturity of the Subordinated Debentures. Upon the termination of any Extension
Period and the payment of all amounts then due, Ohio Edison may select a new
Extension Period, subject to the above requirements. See "Description of the
Subordinated Debentures -- Interest" and "-- Option to Extend Interest Payment
Period".

Income of the Issuer available for distribution to the holders
of the Preferred Securities will be limited to payments under the Subordinated
Debentures in which the Issuer will invest the proceeds from the issuance and
sale of the Preferred Securities and the Common Securities. See "Description
of the Subordinated Debentures". If Ohio Edison does not make interest
payments on the Subordinated Debentures, the Property Trustee will not have
funds available to pay distributions on the Preferred Securities. The payment
of distributions (if and to the extent the Issuer has funds legally available
for the payment of such distributions and cash sufficient to make such
payments) is guaranteed on a limited and subordinated basis by Ohio Edison as
set forth herein under "Description of the Guarantee".

-23-
27

Distributions on the Preferred Securities will be payable to
the holders thereof as they appear on the register of the Issuer on the
relevant record dates, which, as long as the Preferred Securities remain in
book-entry-only form, will be one Business Day prior to the relevant
Distribution Date. Subject to any applicable laws and regulations and the
provisions of the Trust Agreement, each such payment will be made as described
under "Book-Entry-Only Issuance -- The Depository Trust Company" below. In the
event the Preferred Securities do not remain in book-entry-only form, the
relevant record date shall be the dateMortgage Bond within 15 days priorafter its Maturity;

(3) failure to the relevant
Distribution Date. (Section 4.01(d)).

MANDATORY REDEMPTION

The Subordinated Debentures will mature on __________, 2025,
unless the maturity date is extended at the option of Ohio Edison (provided
certain conditions are met). Upon the repayment of the Subordinated
Debentures, whether at maturityperform or upon earlier redemption as provided in the
Indenture, the proceeds from such repayment shall be applied by the Trustee to
redeem a Like Amount (as defined below) of Preferred Securities, upon not less
than 30 nor more than 60 days' notice, at the Redemption Price. Such payment
in redemption shall be due without limitation and in all events. See
"Description of the Subordinated Debentures -- Optional Redemption."

Ohio Edison has the right to redeem the Subordinated
Debentures (a) on or after [__________], 2000, in whole or in part, subject to
the conditions described under "Description of the Subordinated Debentures --
Optional Redemption", or (b) at any time, in whole but not in part, in certain
circumstances upon the occurrence and continuation of a Tax Event (as defined
below). See "Description of the Subordinated Debentures -- Optional
Redemption."

SPECIAL EVENT REDEMPTION OR DISTRIBUTION

"Tax Event" means the receipt by the Administrative Trustees
of an opinion of counsel experienced in such matters to the effect that, as a
result of (a) any amendment to, or change (including any announced prospective
change) in, the laws or treaties (or any regulations thereunder) of the United
States or any political subdivision or taxing authority thereof or therein, (b)
any amendment to or change in an interpretation or application of such laws or
regulations by any legislative body, court, governmental agency or regulatory
authority (including the enactment of any legislation and the publication of
any judicial decision or regulatory determination on or after the date of the
issuance of the Preferred Securities), (c) any interpretation or pronouncement
of any such body, court, agency or authority that provides for a position with
respect to such laws or regulations that differs from the theretofore generally
accepted position, or (d) any action taken by any governmental agency or
regulatory authority, which amendment or change is

-24-
28

enacted, promulgated or effective, or which interpretation or pronouncement is
issued or announced, or which action is taken, in each case on or after the
date of the issuance of the Preferred Securities, there is more than an
insubstantial risk that (i) the Issuer is, or will be, subject to United States
Federal income tax with respect to income accrued or received on the
Subordinated Debentures, (ii) interest payable on the Subordinated Debentures
is not, or will not be, fully deductible by Ohio Edison for United States
Federal income tax purposes or (iii) the Issuer is, or will be, subject to more
than a de minimis amount of other taxes, duties or other governmental charges
(a "Dissolution Tax Opinion").

"Investment Company Event" means the receipt by the
Administrative Trustees of an opinion of counsel experienced in practice under
the Investment Company Act of 1940, as amended (the "1940 Act"), to the effect
that as a result of the occurrence of a change in law or regulation by any
legislative body, court, governmental agency or regulatory authority (a "Change
in 1940 Act Law"), the Issuer is or will be considered an "investment company"
which is required to be registered under the 1940 Act, which Change in 1940 Act
Law becomes effective on or after the date of the issuance of the Preferred
Securities.

If, at any time, a Tax Event or an Investment Company Event
(each, a "Special Event") shall occur and be continuing, the Issuer shall,
except in the limited circumstances described below, be dissolved with the
result that, after satisfaction of liabilities to creditors of the Issuer, a
Like Amount of Subordinated Debentures will be distributed to the holders of
the Issuer Securities in liquidation of such holders' interests in the Issuer
on a pro rata basis within 90 days following the occurrence of such Special
Event; provided, however, that in the case of the occurrence of a Tax Event,
such dissolution and distribution shall be conditioned on the Administrative
Trustees' receipt of an opinion of counsel experienced in such matters (a "No
Recognition Opinion"), which opinion may rely on published revenue rulings of
the Internal Revenue Service, to the effect that the holders of the Issuer
Securities will not recognize any gain or loss for United States Federal income
tax purposes as a result of such dissolution and distribution of Subordinated
Debentures; and provided, further, that, if at the time there is available to
the Issuer the opportunity to eliminate, within such 90-day period, the Special
Event by taking some ministerial action, such as filing a form or making an
election or pursuing some other reasonable measure that will have no adverse
effect on the Issuer, Ohio Edison or the holders of the Issuer Securities, the
Issuer will pursue such measure in lieu of dissolution. Furthermore, if in the
case of the occurrence of a Tax Event, after receipt of a Dissolution Tax
Opinion by the Administrative Trustees (i) the Company has received an opinion
of counsel experienced in such matters (a "Redemption Tax Opinion") to the
effect that, as a result of a Tax Event, there is more than an insubstantial
risk that Ohio Edison would be precluded from

-25-
29

deducting the interest on the Subordinated Debentures for United States Federal
income tax purposes even if the Subordinated Debentures were distributed to the
holders of Issuer Securities in liquidation of such holders' interests in the
Issuer as described above, or (ii) the Administrative Trustees shall have been
informed by such tax counsel that it cannot deliver a No Recognition Opinion to
the Issuer, Ohio Edison shall have the right, upon not less than 30 nor more
than 60 days notice, to redeem the Subordinated Debentures, in whole but not in
part, for cash within 90 days following the occurrence of such Tax Event, and,
following such redemption, a Like Amount of Issuer Securities shall be redeemed
by the Issuer at the Redemption Price on a pro rata basis; provided, however,
that, if at the time there is available to Ohio Edison or the Issuer the
opportunity to eliminate, within such 90-day period, the Tax Event by taking
some ministerial action, such as filing a form or making an election or
pursuing some other similar reasonable measure which has no adverse effect on
the Issuer, Ohio Edison or the holders of the Issuer Securities, Ohio Edison or
the Issuer will pursue such measure in lieu of redemption. (Section 9.05)

If the Subordinated Debentures are distributed to the holders
of the Preferred Securities, Ohio Edison will use its best efforts to cause the
Subordinated Debentures to be listed on the New York Stock Exchange or on such
other exchange, if any, as the Preferred Securities are then listed. (Section
9.05)

After the date for any distribution of Subordinated Debentures
upon dissolution of the Issuer, (i) the Preferred Securities will no longer be
deemed to be outstanding, (ii) DTC or its nominee, as the record holder of the
Preferred Securities, will receive a registered global certificate or
certificate representing the Subordinated Debentures to be delivered upon such
distribution, and (iii) any certificates representing Preferred Securities not
held by DTC or its nominee will be deemed to represent a Like Amount of
Subordinated Debentures, with an interest rate identical to the distribution
rate of, and accrued and unpaid interest equal to accrued and unpaid
distributions on, such Preferred Securities, until such certificates are
presented to Ohio Edison or its agent for transfer or reissuance.

"Like Amount" means (i) with respect to a redemption of
Preferred Securities, Preferred Securities having a liquidation amount equal to
the principal amount of Subordinated Debentures to be contemporaneously
redeemed in accordance with the Indenture and the proceeds of which will be
used to pay the Redemption Price of such Preferred Securities and (ii) with
respect to a distribution to holders of Preferred Securities of Subordinated
Debentures in connection with a liquidation of the Issuer, Subordinated
Debentures having a principal amount equal to the liquidation amount of the
Preferred Securities of the holder to whom such Subordinated Debentures are
distributed.

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30

REDEMPTION PROCEDURES

Preferred Securities redeemed on each redemption date shall be
redeemed at the Redemption Price with the proceeds from the contemporaneous
redemption of Subordinated Debentures. Redemptions of the Preferred Securities
shall be made and the Redemption Price shall be deemed payable on each
Redemption Date only to the extent that the Issuer has funds legally available
for the payment of such Redemption Price. (Section 4.02(c)). See also "--
Subordination of Common Securities".

If the Issuer gives a notice of redemption in respect of
Preferred Securities, then, by 12:00 noon, New York time, on the Redemption
Date, the Property Trustee will irrevocably deposit with DTC funds sufficient
to pay the applicable Redemption Price and will give DTC irrevocable
instructions and authority to pay the Redemption Price to the holders of the
Preferred Securities. See "Book-Entry-Only Issuance -- The Depository Trust
Company". If the Preferred Securities are no longer in book-entry-only form,
the Issuer will irrevocably deposit with the paying agent for the Preferred
Securities funds sufficient to pay the applicable Redemption Price and will
give such paying agent irrevocable instructions and authority to pay the
Redemption Price to the holders thereof upon surrender of their certificates
evidencing Preferred Securities. Notwithstanding the foregoing, distributions
payable on or prior to the Redemption Date for any Preferred Securities called
for redemption shall be payable to the holders of such Preferred Securities on
the relevant record dates for the related Distribution Dates. If notice of
redemption shall have been given and funds deposited as required, then upon the
Redemption Date, all rights of holders of such Preferred Securities so called
for redemption will cease, except the right of the holders of such Preferred
Securities to receive the Redemption Price, but without interest on such
Redemption Price, and such Preferred Securities will cease to be outstanding.
In the event that any date fixed for redemption of Preferred Securities is not
a Business Day, then payment of the Redemption Price payable on such date will
be made on the next succeeding day which is a Business Day (and without any
interest or other payment in respect of any such delay), except that, if such
Business Day falls in the next calendar year, such payment will be made on the
immediately preceding Business Day. In the event that payment of the
Redemption Price in respect of Preferred Securities called for redemption is
improperly withheld or refused and not paid either by the Issuer or by Ohio
Edison pursuant to the Guarantee described herein under "Description of the
Guarantee", distributions on such Preferred Securities will continue to accrue
at the then applicable rate, from the original Redemption Date to the date of
payment, in which case the actual payment date will be considered the date
fixed for redemption for purposes of calculating the Redemption Price. (Section
4.02(d))

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31

Subject to applicable law (including, without limitation,
United States Federal securities law), Ohio Edison or its subsidiaries may at
any time and from time to time purchase outstanding Preferred Securities by
tender, in the open market or by private agreement.

Payment of the Redemption Price on the Preferred Securities to
holders of Preferred Securities shall be made to the holders of record thereof
as they appear on the register for the Preferred Securities on the relevant
record date, which shall be one Business Day prior to the relevant Redemption
Date; provided, however, that in the event that the Preferred Securities do not
remain in book-entry-only form, the relevant record date shall be the date 15
days prior to the Redemption Date. (Section 4.02(e)).

If less than all the Issuer Securities are to be redeemed on a
Redemption Date, then the aggregate liquidation amount of such securities to be
redeemed shall be allocated 3% to the Common Securities and 97% to the
Preferred Securities. The particular Preferred Securities to be redeemed shall
be selected not more than 60 days prior to the Redemption Date by the Property
Trustee from the outstanding Preferred Securities not previously called for
redemption, by such method as the Property Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of portions
(equal to $25 or integral multiples thereof) of the liquidation amount of
Preferred Securities of a denomination larger than $25. The Property Trustee
shall promptly notify the security registrar in writing of the Preferred
Securities selected for redemption and, in the case of any Preferred Securities
selected for partial redemption, the liquidation preference thereof to be
redeemed. For all purposes of the Trust Agreement, unless the context
otherwise requires, all provisions relating to the redemption of Preferred
Securities shall relate, in the case of any Preferred Securities redeemed or to
be redeemed only in part, to the portion of the liquidation amount of Preferred
Securities that has been or is to be redeemed. (Section 4.02(f)).

SUBORDINATION OF COMMON SECURITIES

Payment of distributions on, and the Redemption Price of, the
Issuer Securities, as applicable, shall be made pro rata based on the
liquidation amount of the Issuer Securities; provided, however, that if on any
Distribution Date or Redemption Date a Trust Agreement Event of Default (as
defined below, see "-- Events of Default; Notice") shall have occurred and be
continuing, no payment of any Distribution on, or Redemption Price of, any
Common Security, and no other payment on account of the redemption, liquidation
or other acquisition of Common Securities, shall be made unless payment in full
in cash of all accumulated and unpaid Distributions on all outstanding
Preferred Securities for all Distribution periods terminating on or prior

-28-
32

thereto, or in the case of payment of the Redemption Price the full amount of
such Redemption Price on all outstanding Preferred Securities, shall have been
made or provided for, and all funds available to the Property Trustee shall
first be applied to the payment in full in cash of all Distributions on, or
Redemption Price of, Preferred Securities then due and payable. (Section
4.03(a)).

In the case of any Trust Agreement Event of Default (as
defined herein) resulting from an "Event of Default" under the Indenture, the
holder of Common Securities will be deemed to have waived any such Trust
Agreement Event of Default until the effect of all such Events of Default with
respect to the Preferred Securities has been cured, waived or otherwise
eliminated. Until any such Trust Agreement Events of Default have been so
cured, waived or otherwise eliminated, the Property Trustee shall act solely on
behalf of the holders of the Preferred Securities and not the holder of the
Common Securities, and only the holders of the Preferred Securities will have
the right to direct the Property Trustee to act on their behalf. (Section
4.03(b))

LIQUIDATION DISTRIBUTION UPON DISSOLUTION

Pursuant to the Trust Agreement, the Issuer shall terminate
and shall be liquidated by the Ohio Edison Trustees on the first to occur of:
(i) [__________], 2050, the expiration of the term of the Trust; (ii) the
bankruptcy, dissolution or liquidation of Ohio Edison; (iii) the distribution
of Subordinated Debentures upon the occurrence of a Special Event; and (iv) the
redemption of all of the Preferred Securities. (Sections 9.01 and 9.02).

If an early termination occurs as described in clauses (ii),
(iii) or (iv) above, the Issuer shall be liquidated by the Ohio Edison Trustees
as expeditiously as the Ohio Edison Trustees determine to be appropriate by
causing the Property Trustee to distribute to each holder of Preferred
Securities and Common Securities a Like Amount of Subordinated Debentures,
unless such distribution is determined by the Property Trustee not to be
practical, in which event such holders will be entitled to receive, out of the
assets of the Issuer available for distribution to holders after satisfaction
of liabilities to creditors, an amount equal to, in the case of holders of
Preferred Securities, the aggregate of the stated liquidation preference of $25
per Preferred Security plus accrued and unpaid distributions thereon to the
date of payment (such amount being the "Liquidation Distribution"). If such
Liquidation Distribution can be paid only in part because the Issuer has
insufficient assets available to pay in full the aggregate Liquidation
Distribution, then the amounts payable directly by the Issuer on the Preferred
Securities shall be paid on a pro rata basis. The holder(s) of the Common
Securities will be entitled to receive distributions upon any such dissolution
pro

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33

rata with the holders of the Preferred Securities, except that if a Trust
Agreement Event of Default has occurred and is continuing, the Preferred
Securities shall have a preference over the Common Securities. (Sections
9.04(a) and 9.04(d)).

EVENTS OF DEFAULT; NOTICE

Any one of the following events constitutes an event of
default under the Trust Agreement with respect to the Preferred Securities
issued thereunder (a "Trust Agreement Event of Default") (whatever the reason
for such event of default and whether it shall be voluntary or involuntary or
be effected by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or
governmental body):

(i) the occurrence of an event of default under the Indenture
(an "Indenture Event of Default") (see "Description of Subordinated
Debentures -- Events of Default"); or

(ii) default by the Property Trustee in the payment of any
distribution when it becomes due and payable, and continuation of such
default for a period of 10 days; or

(iii) default by the Property Trustee in the payment of any
Redemption Price of any Preferred Security or Common Security when it
becomes due and payable; or

(iv) default in the performance, or breach in any material
respect, of any covenant or warranty
of the Ohio Edison TrusteesCompany in the Trust AgreementNew Mortgage (other than a covenant or a warranty
a default in the performance of which or the breach of which is dealt with
in
clause (ii) or (iii) above), and continuation of such default or
breachelsewhere under this paragraph) for a period of 60 days after there has
been given by
registered or certified mail, to the defaultingCompany by the New Mortgage Trustee, or Trusteesto the
Company and the New Mortgage Trustee by the holdersHolders of at least 10%50% in
liquidationprincipal amount of the outstanding
Preferred SecuritiesOutstanding Mortgage Bonds, a written notice
specifying such default or breach and requiring it to be remedied and
stating that such notice is a "Notice of Default" underDefault," unless the Trust Agreement.

Within five Business Days afterNew
Mortgage Trustee, or the New Mortgage Trustee and the Holders of a
principal amount of Mortgage Bonds not less than the principal amount
of Mortgage Bonds the Holders of which gave such notice, as the case
may be, agree in writing to an extension of such period prior to its
expiration; provided, however, that the New Mortgage Trustee, or the
New Mortgage Trustee and such Holders, as the case may be, will be
deemed to have agreed to an extension of such period if corrective
action has been initiated by the Company within such period and is
being diligently pursued;

(4) certain events relating to reorganization, bankruptcy
and insolvency of the Company and appointment of a receiver or trustee
for its property; or

(5) the occurrence of any Trust
Agreementan Event of Default under any Class
"A" Mortgage such that the Property Trustee shall transmit noticematurity of amounts due thereunder may be
accelerated; provided that the waiver or cure of any default actually known to the Property Trustee to the holders of Preferred
Securities, the Administrative Trustees and the Depositor, unless such default
shall have been cured or waived. (Section 8.02).

Unless a Trust Agreement Event of
Default shall have occurred
and be continuing, the Property Trustee may be removed at any time by actrescission and annulment of the holderconsequences thereof
shall constitute a waiver of the Common Securities. If a

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34

Trust Agreementcorresponding Event of Default has occurredunder
the New Mortgage and is continuing, the Property
Trustee may be removed at such time by acta rescission and annulment of the holders of a majority in
liquidation amount of the Preferred Securities, delivered to the Property
Trustee (in its individual capacity and on behalf of the Issuer). No
registration or removal of the Property Trustee and no appointment of a
successor trustee shall be effective until the acceptance of appointment by the
successor Property Trustee in accordance with the provisions of the Trust
Agreement.consequences
thereof. (Section 8.10).10.01.)

Remedies

If a Trust Agreement Event of Default has occurred and is
continuing, the Preferred Securities shall have a preference over the Common
Securities upon dissolution of the Issuer as described above. See "--
Liquidation Distribution Upon Dissolution".

MERGER OR CONSOLIDATION OF AN OHIO EDISON TRUSTEE

Any corporation into which either the Property Trustee, the
Delaware Trustee or any Administrative Trustee that is not a natural person may
be merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which any such Ohio
Edison Trustee shall be a party, or any corporation succeeding to all or
substantially all the corporate trust business of any such Ohio Edison Trustee,
shall be the successor to such Ohio Edison Trustee under the Trust Agreement,
provided such corporation is otherwise qualified and eligible. (Section 8.12).

VOTING RIGHTS

Except as provided below and under "Description of the
Guarantee -- Amendments and Assignment" and as otherwise required by law and
the Trust Agreement, the holders of the Preferred Securities will have no
voting rights. (Section 6.01(a)).

If (i) the Issuer fails to pay distributions in full on the
Preferred Securities for six (6) consecutive quarterly distribution periods or
(ii) a Trust Agreementan Event of Default occurs and is continuing, (each an
"Appointment Event"), then the holders ofNew Mortgage
Trustee or the Preferred Securities, acting as a
single class, will be entitled by a vote of a majority in liquidation amount of
the Preferred Securities to appoint a Special Administrative Trustee. For
purposes of determining whether the Issuer has failed to pay distributions in
full for six (6) consecutive quarterly distribution periods, distributions
shall be deemed to remain in arrears, notwithstanding any payments in respect
thereof, until full cumulative distributions have been or contemporaneously are
paid with respect to all quarterly distribution periods terminating on or prior
to the date of payment of such cumulative distributions. Any holders of
Preferred Securities (other than Ohio Edison or any of its

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35

affiliates) shall be entitled to nominate any person to be appointed as Special
Administrative Trustee. Not later than 30 days after such right to appoint a
Special Administrative Trustee arises, the Administrative Trustees shall
convene a meeting of the holders of Preferred Securities for the purpose of
appointing a Special Administrative Trustee. If the Administrative Trustees
fail to convene such meeting within such 30-day period, the holdersHolders of not less than 10%a majority in principal amount of
Mortgage Bonds then Outstanding may declare the principal amount (or if the
Mortgage Bonds are Discount Bonds, such portion of the aggregate stated liquidationprincipal amount as may
be provided for such Discount Bonds pursuant to the terms of the Preferred Securities
will be entitled to convene such meeting. The provisionsNew Mortgage)
of all of the Trust
Agreement relatingMortgage Bonds together with premium, if any, and interest
accrued, if any, thereon to be immediately due and payable. At any time after
such declaration of the maturity of the Mortgage Bonds then Outstanding, but
before the sale of any of the Mortgaged Property and before a judgment or decree
for payment of money shall have been obtained by the New Mortgage Trustee as
provided in the New Mortgage, the Event or Events of Default giving rise to such
declaration of acceleration will, without further act, be deemed to have been
waived, and such declaration and its consequences will, without further act, be
deemed to have been rescinded and annulled, if:

(a) the Company has paid or deposited with the New Mortgage
Trustee a sum sufficient to pay:

(1) all overdue interest, if any, on all Mortgage
Bonds then Outstanding;

(2) the principal of and premium, if any, on any
Mortgage Bonds then Outstanding which have become due
otherwise than by such declaration of acceleration and
interest thereon at the rate or rates prescribed therefor in
such Mortgage Bonds; and

(3) all amounts due to the conveningNew Mortgage Trustee as
compensation and conductreimbursement as provided in the New
Mortgage; and

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(b) any other Event or Events of Default other than the
non-payment of the meetingsprincipal of the holders
will apply with respect to anyMortgage Bonds which shall have become
due solely by such meeting. Any Special Administrative
Trustee so appointeddeclaration of acceleration, shall cease to be a Special Administrative Trustee if the
Appointment Event pursuant to which the Special Administrative Trustee was
appointed and all other Appointment Events cease to be continuing.
Notwithstanding the appointment of any such Special Administrative Trustee,
Ohio Edison shall retain all rights under the Indenture, including the right to
defer payments of interest by extending the interest payment periodhave been cured
or waived as provided in the New Mortgage. (Sections 10.02 and 10.17.)

The New Mortgage provides that, under "Description ofcertain circumstances and to the
Subordinated Debentures -- Option to Extend Interest
Payment Period." If suchextent permitted by law, if an extension occurs, there will be no Indenture Event of Default occurs and consequently, no Trust Agreementis continuing, the
New Mortgage Trustee has the power to take possession of, and to hold, operate
and manage, the Mortgaged Property, or with or without entry, sell the Mortgaged
Property. If the Mortgaged Property is sold, whether by the New Mortgage Trustee
or pursuant to judicial proceedings, the principal of the Outstanding Mortgage
Bonds, if not previously due, will become immediately due, together with
premium, if any, and any accrued interest. (Sections 10.03, 10.04 and 10.05.)

If an Event of Default for failure
to make any scheduled interest payment duringoccurs and is continuing, the Extension Period on the date
originally scheduled. Holders of a
majority in liquidationprincipal amount of the Preferred SecuritiesMortgage Bonds then Outstanding will have
the right however, in the circumstances
described above, to appoint a Special Administrative Trustee. (Section 6.01(d))

If any proposed amendment to the Trust Agreement provides for,
or the Ohio Edison Trustees otherwise propose to effect, (i) any action that
would adversely affect the powers, preferences or special rights of the holders
of the Preferred Securities, whether by way of amendment to the Trust Agreement
or otherwise or (ii) the dissolution, winding-up or termination of the Issuer,
other than pursuant to the Trust Agreement, then the holders of outstanding
Preferred Securities will be entitled to vote as a class on such amendment or
proposal of the Ohio Edison Trustees, and such amendment or proposal shall not
be effective except with the approval of the holders of 66 2/3% in liquidation
preference of such outstanding Preferred Securities. (Section 6.01(c)).

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36

The holders of a majority in aggregate liquidation amount of
the Preferred Securities will have the right to (i) direct the time, method and place of conducting any proceedingproceedings for
any remedy available to the PropertyNew Mortgage Trustee or to direct the exercise ofexercising any trust or
power conferred uponon the PropertyNew Mortgage Trustee, underprovided that (a) such direction
does not conflict with any rule of law or with the Trust Agreement, includingNew Mortgage, and could not
involve the rightNew Mortgage Trustee in personal liability in circumstances where
indemnity would not, in the New Mortgage Trustee's sole discretion, be adequate,
(b) such direction is not unduly prejudicial to direct the Property Trustee to exercise the remedies available to it as a holderrights of the Subordinated Debentures undernonassenting
Holders, and (c) the Indenture; (ii) waiveNew Mortgage Trustee may take any past Indenture
Eventother action deemed
proper by the New Mortgage Trustee which is not inconsistent with such
discretion. (Section 10.16.)

The New Mortgage provides that no Holder of Default that is waivable under the Indenture; or (iii) exerciseany Mortgage Bond will have
any right to rescindinstitute any proceeding, judicial or annulotherwise, with respect to
the New Mortgage, or for the appointment of a declaration thatreceiver or trustee, or for any
other remedy thereunder, unless (a) such Holder has previously given to the New
Mortgage Trustee written notice of a continuing Event of Default; (b) the
Holders of not less than a majority in aggregate principal of all the
Subordinated Debentures shall be due and payable; provided, however, that where
a consent under the Indenture (as defined herein) requires the consent of all
holdersamount of the
Subordinated Debentures affected thereby, the Property Trustee
may only give such consent at the direction of all holders of the Preferred
Securities. If the Property Trustee fails to enforce its rights under the
Subordinated Debentures, to the fullest extent permitted by law, a holder of
Preferred Securities may, after such holder'sMortgage Bonds then Outstanding have made written request to the PropertyNew Mortgage
Trustee to enforceinstitute proceedings in respect of such Event of Default and have
offered the New Mortgage Trustee reasonable indemnity against cost and
liabilities incurred in complying with such request; and (c) for 60 days after
receipt of such notice, the New Mortgage Trustee has failed to institute any
such proceeding and no direction inconsistent with such request has been given
to the New Mortgage Trustee during such 60-day period by the Holders of a
majority in aggregate principal amount of Mortgage Bonds then Outstanding.
Furthermore, no Holder will be entitled to institute any such action if and to
the extent that such action would disturb or prejudice the rights of other
Holders. (Section 10.11.) Notwithstanding that the right of a Holder to
institute a legal proceeding directly against
Ohio Edison to enforce the Property Trustee's rights under the Subordinated
Debentures without first instituting any legal proceeding against the Property
Trustee or any other person or entity. The Property Trustee shall notify all
holders of the Preferred Securities of any notice of default received from the
Debenture Trustee with respect to the Subordinated Debentures. Except with
respectNew Mortgage is subject to directingcertain
conditions precedent, each Holder of a Mortgage Bond has the time, methodright, which is
absolute and place of conducting a proceeding for
a remedy, the Property Trustee shall not take anyunconditional, to receive payment of the actionsprincipal of and premium,
if any, and interest, if any, on such Mortgage Bond when due and to institute
suit for the enforcement of any such payment, and such rights may not be
impaired without the consent of such Holder. (Section 10.12.) The New Mortgage
provides that the New Mortgage Trustee give the Holders notice of any default
under the New Mortgage to the extent required by the Trust Indenture Act, unless
such default shall have been cured or waived, except that no such notice to
Holders of a default of the character described in clauses (i)paragraph (3) under "Events
of Default" shall be given until at least 45 days after the occurrence thereof.
(Section 11.02.) The Trust Indenture Act currently permits the New Mortgage
Trustee to withhold notice of default (except for certain payment defaults) if
the New Mortgage Trustee in good faith determines the withholding of such notice
to be in the interests of the Holders.

As a condition precedent to certain actions by the New Mortgage Trustee
in the enforcement of the lien of the New Mortgage and institution of action on
the Mortgage Bonds, the New Mortgage Trustee may require adequate indemnity
against costs, expense and liabilities to be incurred in connection therewith.
(Sections 10.11 and 11.01.)

In addition to every other right and remedy provided in the New
Mortgage, the New Mortgage Trustee may exercise any right or remedy available to
the New Mortgage Trustee in its capacity as owner and holder of Pledged Bonds
which arises as a result of a default or Matured Event of Default under any
Class "A" Mortgage, whether or not an Event of Default under the New Mortgage
has then occurred and is continuing. (Section 10.20.)

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Defeasance

Any Mortgage Bond or Bonds, or any portion of the principal amount
thereof, will be deemed to have been paid for purposes of the New Mortgage, and
the entire indebtedness of the Company in respect thereof will be deemed to have
been satisfied and discharged, if there has been irrevocably deposited with the
New Mortgage Trustee, in trust: (a) money (including Funded Cash) in the amount
which will be sufficient, or (b) Eligible Obligations (as described below),
(ii)which do not contain provisions permitting the redemption or (iii), unless it shall receive an opinionother prepayment
thereof at the option of counsel
experiencedthe issuer thereof, the principal of and the interest
on which when due, without any regard to reinvestment thereof, will provide
monies which will be sufficient, or (c) a combination of (a) and (b) which will
be sufficient, to pay when due the principal of and premium, if any, and
interest, if any, due and to become due on such Mortgage Bond or Bonds or
portions thereof. (Section 9.01.) For this purpose, Eligible Obligations include
direct obligations of, or obligations unconditionally guaranteed by, the United
States of America, entitled to the benefit of the full faith and credit thereof,
and certificates, depositary receipts or other instruments which evidence a
direct ownership interest in such matters to the effectobligations or in any specific interest or
principal payments due in respect thereof.

While there is no legal precedent directly on point, it is possible
that, the Issuer will not be
classified as an association taxable as a corporation for United States Federalfederal income tax purposes, on accountany deposit contemplated in the preceding
paragraph could be treated as a taxable exchange of the related Mortgage Bonds
for an issue of obligations of the trust or a direct interest in the cash and
securities held in the trust. In that case, Holders of such action. (Section 6.01(b)).

Any required approval of holders of Preferred SecuritiesMortgage Bonds would
recognize gain or loss as if the trust obligations or the cash or securities
deposited, as the case may be, given athad actually been received by them in exchange
for their Mortgage Bonds. Such Holders thereafter would be required to include
in income a separate meetingshare of holdersthe income, gain or loss of Preferred Securities convened for
such purpose or pursuantthe trust. The amount so
required to written consent. The Administrative Trustees will
cause a notice of any meeting at which holders of Preferred Securities are
entitled to vote, or of any matter upon which action by written consentbe included in income could be different from the amount that would
be includible in the absence of such holders isdeposit. Prospective investors are urged to
be taken,consult their own tax advisors as to be giventhe specific consequences to each holderthem of record of Preferred
Securities in the manner set forth in the Trust Agreement. (Section 6.02).

No vote or consentsuch
deposit.

Resignation of the holdersNew Mortgage Trustee

The New Mortgage Trustee may resign at any time by giving written
notice thereof to the Company or may be removed at any time by Act of Preferred Securitiesthe
Holders of a majority in principal amount of Mortgage Bonds then Outstanding
delivered to the New Mortgage Trustee and the Company. No resignation or removal
of the New Mortgage Trustee and no appointment of a successor trustee will
be required forbecome effective until the Issuer to redeem and cancel Preferred Securitiesacceptance of appointment by a successor trustee in
accordance with the Trust Agreement.

Notwithstanding that holders of Preferred Securities are
entitled to vote or consent under anyrequirements of the circumstances described above, anyNew Mortgage. In addition, so long as no
Event of the Preferred Securities that are owned by Ohio Edison, the Ohio Edison
TrusteesDefault or any affiliateevent which, after notice or lapse of Ohio Edisontime, or any Ohio Edison Trustee, shall
(except in certain

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37

limited circumstances set forth in the Trust Agreement) for purposes of such
vote or consent, be treated as if they were not outstanding.

The procedures by which holders of Preferred Securities may
exercise their voting rights are described below. See "-- Book-Entry Only
Issuance -- The Depository Trust Company" below.

Except in the limited circumstances described above, in
connection with the appointment of a Special Administrative Trustee, and except
if a Trust Agreementboth, would
become an Event of Default has occurred and is continuing, holdersunder certain
circumstances, if the Company has delivered to the New Mortgage Trustee a
resolution of its Board of Directors appointing a successor trustee and such
successor has accepted such appointment in accordance with the terms of the Preferred SecuritiesNew
Mortgage, the New Mortgage Trustee will be deemed to have no rightsresigned and the
successor will be deemed to appoint or removehave been appointed as trustee in accordance with
the Ohio Edison Trustees, who may be appointed, removed or replaced solely by
Ohio Edison asNew Mortgage.
(Section 11.10.)

Concerning the indirect or direct holderNew Mortgage Trustee

The Bank of allNew York, the Trustee under the New Mortgage, has been a
regular depositary of funds of the Common Securities.

CO-PROPERTY TRUSTEES AND SEPARATE PROPERTY TRUSTEE

UnlessCompany. As trustee under both the New
Mortgage and the First Mortgage, The Bank of New York may have a Trust Agreement Event of Default shall have occurred
and be continuing, at any time or times,conflicting
interest for the purpose of meeting the legal
requirementspurposes of the Trust Indenture Act or of any jurisdiction in which any
part of the Trust Property (as defined in the Trust Agreement) may at the time
be located, the holder of the Common Securities and the Administrative Trustees
shall have power to appoint, and upon the written request of the Administrative
Trustees, Ohio Edison, as Depositor, shall for such purpose join with the
Administrative Trustees in the execution, delivery and performance of all
instruments and agreements necessary or proper to appoint, one or more persons
approved by the Property Trustee either to act as co-property trustee, jointly
with the Property Trustee, of all or any part of such Trust Property, or to act
as separate property trustee of any such property, in either case with such
powers as may be provided in the instrument of appointment, and to vest in such
person or persons in such capacity, any property, title, right or power deemed
necessary or desirable, subject to the provisions of the Trust Agreement. If
Ohio Edison, as Depositor, does not join in such appointment within 15 days
after the receipt by it of a request so to do, or in caseif an Indenture Event of Default has occurred and is continuing,were to
occur under either Mortgage. In that case, the Administrative Trustees alone
shall have powerNew Mortgage Trustee may be
required to makeeliminate such appointment. (Section 8.09).

PAYMENT AND PAYING AGENT

Payments in respectconflicting interest by resigning either as New
Mortgage Trustee or as First Mortgage Trustee. There are other instances under
the Trust Indenture Act which would require the resignation of the Preferred Securities shall be made
to DTC, which shall credit the relevant accounts at DTC on the applicable
Distribution Dates or, if the Preferred Securities are not held by DTC,New Mortgage
Trustee, such payments shall be made by check mailed to the addressas an affiliate of the holder entitled
theretoNew Mortgage Trustee acting as such address shall appear onunderwriter
with respect to any of the Register.Mortgage Bonds.

The Paying Agent shall
initially be The BankCompany and certain of New York. The Paying Agent shall be permitted to
resign as Paying Agent upon 30 days' written

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38

notice to the Administrative Trustees, the Property Trusteeits subsidiaries maintain deposit accounts
and the Depositor.
In the event thatconduct other banking transactions with The Bank of New York choosesin the ordinary
course of their businesses. The Bank of New York also acts as trustee under
certain indentures relating to no longerborrowings by or for the benefit of the lessors
to finance their acquisition of the Company's interest in the Perry Nuclear
Power Plant and Beaver Valley Power Station in connection with the sale and
leaseback of certain undivided interests in those plants. Under the
sale/leaseback

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documents, the Company is ultimately responsible for the payment of this
indebtedness. The Bank of New York also acts as trustee under the trust
agreement, guarantee and indenture relating to a series of preferred securities
issued by a trust subsidiary of the Company.

Transfer or Exchange

The transfer of the Mortgage Bonds may be registered, and Mortgage
Bonds may be exchanged for other Mortgage Bonds of the Paying
Agent,same series and Tranche,
of authorized denominations and of like tenor and aggregate principal amount, at
the Administrative Trustees shalloffice of the Company, as Bond Registrar for the Mortgage Bonds, in New
York, New York. The Company may change the place for registration of transfer of
the Mortgage Bonds, may appoint a successor to act as Paying
Agent (which shall be a bankone or trust company acceptablemore additional Bond Registrars
(including the Company) and may remove any Bond Registrar, all at its
discretion. (Section 6.02.) The applicable Prospectus Supplement will identify
any new place for registration of transfer and additional Bond Registrar
appointed, and will disclose the removal of any Bond Registrar effected, prior
to the Property
Trusteedate of such Prospectus Supplement. Except as otherwise provided in the
applicable Prospectus Supplement, no service charge will be made for any
transfer or exchange of the Mortgage Bonds, but the Company may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of the
Mortgage Bonds. The Company will not be required to issue, and no Bond Registrar
will be required to register, the Depositor). (Sections 4.04transfer of or to exchange (a) Mortgage Bonds
of any series (including the Mortgage Bonds) during a period of 15 days prior to
giving any notice of redemption, or (b) any Mortgage Bond selected for
redemption in whole or in part, except the unredeemed portion of any Mortgage
Bond being redeemed in part. (Section 3.05.)

BOOK-ENTRY ONLY SYSTEM

A particular series of Offered Bonds may be issued initially under a
book-entry only system, registered in the name of Cede & Co., as registered
bondholder and 5.09).

BOOK-ENTRY-ONLY ISSUANCE -- THE DEPOSITORY TRUST COMPANYnominee for DTC. DTC will act as securities depository for the Preferred
Securities. The Preferred Securitiessuch
Offered Bonds. Individual purchases of Book-Entry Interests (as defined herein)
in any Offered Bonds will be issued onlymade in book-entry form. Purchasers of Book-Entry
Interests will not receive certificates representing their interests in such
Offered Bonds. So long as fully-registered
securities registered in the name of Cede & Co. (DTC's nominee). One, as nominee of DTC, is the bondholder,
references herein to the bondholders or more
fully-registered global Preferred Security certificatesregistered owners of Offered Bonds will
be issued,
representingmean Cede & Co., rather than the owners of Book- Entry Interests in the aggregate the total number of Preferred Securities, and
will be deposited with DTC.such Offered
Bonds.

DTC is a limited-purposelimited purpose trust company organized under the banking laws
of the State of New York Banking Law,and a "banking organization" within the meaning of the New York
Banking Law,that
law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act.Act, as
amended. DTC holds securities thatdeposited by its participants ("(the "DTC
Participants") deposit with
DTC. DTC alsoand facilitates the settlement of securities transactions among
DTC Participants in such securities through electronic computerized book-entry
changes in Participants' accounts of the DTC Participants, thereby eliminating the need for
physical movement of securities certificates. Direct DTC Participants include
securities brokers and dealers, banks, trust companies, clearing corporations
and certain other organizations, ("Direct Participants"). DTC is owned by a numbersome of its Direct
Participants and bywhom, together with the New York Stock
Exchange, Inc. (the "New York Stock
Exchange"), the American Stock Exchange, Inc., and the National Association
of Securities Dealers, Inc. own DTC. Access to the DTC system is also available
to others such as securitiesbanks, brokers, and dealers banks and trust companies that clear through
or maintain a custodial relationship with a DirectDTC Participant, either directly or
indirectly ("Indirect(the "Indirect Participants").

The rules applicable to DTC and its Participants are on file with the Securities and Exchange Commission.

Purchases of Preferred Securities within thepurchasing Book-Entry Interests (as defined below) in
any Offered Bonds will not receive certificates. Each DTC system must
be made by or through Direct Participants, whichParticipant will
receive a credit forbalance in the Preferred Securities onrecords of DTC in the amount of such DTC
Participant's interest in such Offered Bonds, which will be confirmed in
accordance with DTC's records.standard procedures. The ownership interest of each actual
purchaser of each Preferred Security ("Beneficial Owner"a Book-Entry Interest in an Offered Bond (the "Book-Entry
Interests") is in turn towill be recorded onthrough the Direct andrecords of the DTC Participant or
through the records of the Indirect Participants' records. BeneficialParticipant. Owners will notof Book-Entry Interests
should receive from the DTC Participant or Indirect Participant a written
confirmation from DTC of their purchases, but
Beneficial Owners are expected to receive written confirmationspurchase providing details of the transactions, as well as periodic statementsBook-Entry Interests
acquired. Transfers of their holdings,
fromBook-Entry Interests will be accomplished by book entries
made by the DirectDTC Participants or Indirect Participants through which the Beneficial Owners

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39

purchased Preferred Securities. Transfers of ownership interests in the
Preferred Securities are to be accomplished by entries made on the books of
Participants actingwho act on behalf of Beneficial Owners. Beneficialthe
owners of Book-Entry Interests. Owners of Book-Entry Interests will not receive

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certificates representing their ownership interests in Preferred
Securities,of Book-Entry Interests with respect
to any related Offered Bonds except as described below upon the resignation of
DTC.

Under the New Mortgage, payments made to DTC or its nominee with
respect to the Offered Bonds will satisfy the Company's obligations under the
New Mortgage to the extent of the payments so made. Owners of Book-Entry
Interests in the event that useOffered Bonds will not be or be considered by the Company or
the New Mortgage Trustee to be, and will not have any rights as, holders of
Offered Bonds under the New Mortgage.

NEITHER THE COMPANY NOR THE NEW MORTGAGE TRUSTEE NOR ANY OF THEIR
AGENTS WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO ANY DTC PARTICIPANT,
INDIRECT PARTICIPANT OR ANY OWNER OF A BOOK-ENTRY INTEREST OR ANY OTHER PERSON
NOT SHOWN ON THE REGISTRATION BOOKS OF THE NEW MORTGAGE TRUSTEE OR ANY BOND
REGISTRAR AS BEING A BONDHOLDER WITH RESPECT TO: (1) ANY OFFERED BONDS; (2) THE
ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DTC PARTICIPANT OR INDIRECT
PARTICIPANT; (3) THE PAYMENT BY DTC OR ANY DTC PARTICIPANT OR INDIRECT
PARTICIPANT OF ANY AMOUNT DUE TO ANY OWNER OF A BOOK-ENTRY INTEREST IN RESPECT
OF THE PRINCIPAL OR REDEMPTION PRICE OF OR INTEREST ON ANY OFFERED BONDS; (4)
THE DELIVERY BY DTC OR ANY DTC PARTICIPANT OR INDIRECT PARTICIPANT OF ANY NOTICE
TO ANY OWNER OF A BOOK-ENTRY INTEREST WHICH IS REQUIRED OR PERMITTED UNDER THE
TERMS OF THE NEW MORTGAGE TO BE GIVEN TO BONDHOLDERS; (5) THE SELECTION OF THE
OWNERS OF A BOOK-ENTRY INTEREST TO RECEIVE PAYMENT IN THE EVENT OF ANY PARTIAL
REDEMPTION OF ANY OFFERED BONDS; OR (6) ANY CONSENT GIVEN OR OTHER ACTION TAKEN
BY DTC OR ITS NOMINEE AS THE HOLDER OF ANY OFFERED BONDS.

Principal and redemption price of, and interest on, Offered Bonds
registered in the name of DTC or its nominee will be made to DTC or such
nominee, as registered owner of such Offered Bonds. DTC is responsible for
disbursing such payments to the appropriate DTC Participants and such DTC
Participants, and any Indirect Participants, are in turn responsible for
disbursing the same to the owners of Book-Entry Interests. Unless it has reason
to believe it will not receive payment, DTC's current practice is to credit the
accounts of the book-entry system forDTC Participants on a payment date in accordance with their
respective holdings shown on the Preferred Securities is discontinued.

DTC has no knowledgerecords of the actual Beneficial Owners of the
Preferred Securities; DTC's records reflect only the identity of the Direct
Participants to whose accounts such Preferred Securities are credited, which
may or may not be the Beneficial Owners. The Participants are responsible for
keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communicationsDTC. Payments by DTC to
Direct Participants, by Direct Participants to Indirect Participants, and by
Direct Participants
and Indirect Participants to Beneficial Ownersowners of Book-Entry Interests will be governed by
arrangements among them,standing instructions and customary practices, as is now the case with
securities held for the accounts of customers in bearer form or registered in
"street name," and will be the responsibility of such DTC Participant or
Indirect Participant and not of DTC, the Company or the New Mortgage Trustee,
subject to any statutory orand regulatory requirements as may be in effect from
time to time.

Redemption notices shall be sent to DTC. If less than allDTC Participants and Indirect Participants carry the "position" of the
Preferred Securities are being redeemed, DTC's practice is to determine by
lot the amount of the interest of each Direct Participant in such series to be
redeemed.

Although voting with respect to the Preferred Securities is
limited to the holders of record of the Preferred Securities, in those cases
where a vote is required, neither DTC nor Cede & Co. will itself consent or
vote with respect to Preferred Securities. Under its usual procedures, DTC
would mail an Omnibus Proxy to the Issuer as soon as possible after the record
date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to
those Direct Participants to whose accounts the Preferred Securities are
creditedultimate Book-Entry Interest owner on the record date (identified in a listing attached to the Omnibus
Proxy).

Distribution payments on the Preferred Securities will be made
by the Issuer to DTC. DTC's practice is to credit Direct Participants'
accounts on the relevant payment date in accordance with their respective
holdings shown on DTC's records, unless DTC has reason to believe that it will
not receive payments on such payment date. Payments by Participants to
Beneficial Owners will be governed by standing instructions and customary
practices and will be the responsibility of such Participant and not of DTC,
the Issuer or Ohio Edison, subject to any statutory or regulatory requirements
as may be in effect from time to time. Payment of distributions to DTC is the
responsibility of the Issuer, disbursement of such payments to Direct
Participants is the responsibility of DTC, and disbursement of such paymentsresponsible for
providing information to the Beneficial Owners is the responsibility of Direct and Indirect
Participants.

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DTC may discontinue providing its services as securities
depository with respect to the Preferred Securities at any time by giving 90
days' notice to the Issuer. If DTC stops providing such services and a
successor securities depository is not obtained, Preferred Security
certificates must be printed and delivered. Additionally, the Administrative
Trustees (with the consent of Ohio Edison) could decide to discontinue use of
the system of book-entry transfers through DTC (or a successor depository). In
that event, definitive certificates for the Preferred Securities will be
printed and delivered.

The information in this section concerning DTC and DTC's
book-entry system has been obtained from sources that the Issuer believes to be
reliable, but the Issuer takes no responsibility for the accuracy thereof. The
Issuer has no responsibility for the performance by DTC or its Participants of
their respective obligations as described herein or under the rules and
procedures governing their respective operations.

REGISTRAR AND TRANSFER AGENT

The Bank of New York will act as registrar and transfer agent
for the Preferred Securities.

Registration of transfers of Preferred Securities will be
effected without charge by or on behalf of the Issuer, but upon payment in
respect of any tax or other governmental charges which may be imposed in
relation to it.

The Issuer will not be required to register or cause to be
registered any transfer of Preferred Securities after they have been called for
redemption or during a period of 15 days immediately preceding the date on
which notice identifying the serial numbers for the Preferred Securities called
for redemption is mailed.

CONCERNING THE PROPERTY TRUSTEE

Ohio Edison and certain of its subsidiaries maintain deposit
accounts and conduct other banking transactions with the Property Trustee in
the ordinary course of their businesses. The Property Trustee also acts as
trustee under certain indentures relating to borrowings by or for the benefit
of the lessors to finance their acquisition of Ohio Edison's interest in the
Perry Nuclear Power Plant and Beaver Valley Power Station in connection with
the sale and leaseback of certain undivided interests in those plants. Under
the sale/leaseback documents, Ohio Edison is ultimately responsible for the
payment of this indebtedness.

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MISCELLANEOUS

The Preferred Securities will be approved for listing on the
New York Stock Exchange, subject to official notice of issuance.

The Administrative Trustees are authorized and directed to
conduct the affairs of the Issuer and to operate the Issuer so that the Issuer
will not be deemed to be an "investment company" required to be registered
under the 1940 Act or taxed as a corporation for United States Federal income
tax purposes and so that the Subordinated Debentures will be treated as
indebtedness of Ohio Edison for United States Federal income tax purposes. In
this connection, the Depositor and the Administrative Trustees are authorized
to take any action, not inconsistent with applicable law, the certificate of
trust or the Trust Agreement, that the Depositor or the Administrative Trustees
determine in their discretion to be necessary or desirable for such purposes,
as long as such action does not adversely affect the interests of the holders
of the Preferred Securities.

Holders of the Preferred Securities have no preemptive rights.

DESCRIPTION OF THE GUARANTEE

Set forth below is a summary of information concerning the
Guarantee that will be executed and delivered by Ohio Edison for the benefit of
the holders from time to time of Preferred Securities. The Guarantee will be
qualified as an indenture under the Trust Indenture Act. The Bank of New York
will act as Guarantee Trustee under the Guarantee for the purposes of
compliance with the Trust Indenture Act. The terms of the Guarantee will be
those set forth in such Guarantee and those made part of such Guarantee by the
Trust Indenture Act. The summary is subject in all respects to the provisions
of, and is qualified in its entirety by reference to, the Guarantee, which is
filed as an exhibit to the Registration Statement of which this Prospectus
forms a part, and the Trust Indenture Act. The Guarantee Trustee will hold the
Guarantee for the benefit of the holders of the Preferred Securities.

GENERAL

Ohio Edison will fully and unconditionally agree, to the
extent described herein, to pay the Guarantee Payments (as defined below) in
full to the holders of the Preferred Securities (except to the extent paid by
or on behalf of the Issuer), as and when due, regardless of any defense, right
of set-off or counterclaim that the Issuer may have or assert. The following
payments with respect to the Preferred Securities, to the extent not paid by or
on behalf of the Issuer (the "Guarantee Payments"), will be subject to the
Guarantee (without

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duplication): (i) any accrued and unpaid distributions required to be paid on
the Preferred Securities, to the extent Ohio Edison has made a required payment
of interest or principal on the Subordinated Debentures, (ii) the redemption
price, including all accrued and unpaid distributions to the date of redemption
(the "Redemption Price"), with respect to any Preferred Securities called for
redemption by the Issuer, to the extent Ohio Edison has made a required payment
of interest or principal on the Subordinated Debentures and (iii) upon a
voluntary or involuntary dissolution, winding-up or termination of the Issuer
(other than in connection with the distribution of the Subordinated Debentures
to the holders of the Preferred Securities or a redemption of all of the
Preferred Securities upon the maturity or redemption of the Subordinated
Debentures), the lesser of (a) the aggregate of the liquidation amount and all
accrued and unpaid distributions on the Preferred Securities to the date of
payment, to the extent the Issuer has funds available therefor, and (b) the
amount of assets of the Issuer remaining available for distribution to holders
of Preferred Securities in liquidation of the Issuer. Ohio Edison's obligation
to make a Guarantee Payment may be satisfied by direct payment of the required
amounts by Ohio Edison to the holders of Preferred Securities or by causing the
Issuer to pay such amounts to such holders.

The Guarantee will be a full and unconditional guarantee with
respect to the Preferred Securities issued by the Issuer from the time of
issuance of the Preferred Securities, but will not apply to any payment of
distributions due to the extent that the Issuer shall lack funds legally
available therefor as a result of a failure by Ohio Edison to make required
payments of interest or principal on the Subordinated Debentures. If Ohio
Edison does not make interest payments on the Subordinated Debentures held by
the Issuer, the Issuer will not have funds legally available for, and will not
pay, distributions on the Preferred Securities. The Guarantee will rank
subordinate and junior in right of payment to all liabilities of Ohio Edison
(except those made pari passu by their terms). See "-- Status of the
Guarantee".

AMENDMENTS AND ASSIGNMENT

Except with respect to any changes that do not adversely
affect the rights of holders of Preferred Securities (in which case no vote
will be required), the terms of the Guarantee may be changed only with the
prior approval of the holders of not less than 66 2/3% in liquidation amount of
the outstanding Preferred Securities. All guarantees and agreements contained
in the Guarantee shall bind the successors, assigns, receivers, trustees and
representatives of Ohio Edison and shall inure to the benefit of the holders of
the Preferred Securities then outstanding.

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EVENTS OF DEFAULT

An event of default under the Guarantee will occur upon the
failure of Ohio Edison to perform any of its payment obligations thereunder.
The holders of a majority in liquidation amount of the Preferred Securities
have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Guarantee Trustee in respect of the
Guarantee or to direct the exercise of any trust or power conferred upon the
Guarantee Trustee under the Guarantee.

If the Guarantee Trustee fails to enforce the Guarantee, any
holder of Preferred Securities may institute a legal proceeding directly
against Ohio Edison to enforce the Guarantee Trustee's rights under such
Guarantee without first instituting a legal proceeding against the Issuer, the
Guarantee Trustee or any other person or entity.

Ohio Edison will be required to provide annually to the
Guarantee Trustee a statementultimate Book-Entry Interest owner as to the
performance by Ohio Edison of certain
of its obligations underOffered Bonds in which the GuaranteeBook-Entry Interest is held, debt service payments
received, and other information. Each person for whom a DTC Participant or
Indirect Participant acquires an interest in Offered Bonds, as nominee, may
desire to any default inmake arrangements with such performance.

Ohio Edison will also be requiredDTC Participant or Indirect Participant to
file annually with the
Guarantee Trustee an officer's certificate as to Ohio Edison's compliance with
all conditions under the Guarantee.

INFORMATION CONCERNING THE GUARANTEE TRUSTEE

The Guarantee Trustee, prior to the occurrence ofreceive a default by
Ohio Edison in performance of the Guarantee, undertakes to perform only such
duties as are specifically set forthcredit balance in the Guaranteerecords of such DTC Participant or Indirect
Participant, to have all notices of redemption or other communications to or by
DTC which may affect such persons forwarded in writing by such DTC Participant
or Indirect Participant, and after default with
respect to the Guarantee, must exercise the same degreehave notification made of care as a prudent
individual would exercise in the conductall debt service
payments.

Purchases, transfers and sales of his or her own affairs. Subject to
this provision, the Guarantee Trustee is under no obligation to exercise any of
the powers vested in itBook-Entry Interests by the Guarantee at the request of any holder of
Preferred Securities unless it is offered reasonable indemnity against the
costs, expenses and liabilities that might be incurred thereby.

TERMINATION OF THE GUARANTEE

The Guarantee will terminate and be of no further force and
effect upon full payment of the Redemption Price of all Preferred Securities,
the distribution of Subordinated Debentures to holders of Preferred Securities
in exchange for all of the Preferred Securities or upon full payment of the
amounts payable upon liquidation of the Issuer. The Guarantee will continue to
be effective or will be reinstated, as the case may be, if at any time any
holder of Preferred Securities must restore payment of any sums paid under the
Preferred Securities or the Guarantee.

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STATUS OF THE GUARANTEE

The Guarantee will constitute an unsecured obligation of Ohio
Edison and will rank (i) subordinate and junior in right of payment to all
liabilities of Ohio Edison (except liabilities thatultimate
Book-Entry Interest owners may be made pari passuthrough book entries made by their terms), (ii) pari passu withDTC
Participants or Indirect Participants or others who act for the most senior preferredultimate
Book-Entry Interest owner. The New Mortgage Trustee, the Company and the
underwriters have no role in those purchases, transfers or preference
stock now or hereafter issued by Ohio Edison and with any guarantee now or
hereafter entered into by Ohio Edison in respectsales.

Owners of any preferred or preference
stock of any affiliate of Ohio Edison and (iii) senior to Ohio Edison's common
stock. The Trust Agreement provides that each holder of Preferred Securities
by acceptance thereof agrees to the subordination provisions and other terms of
the Guarantee.

The Guarantee will constitute a guarantee of payment and not
of collection. Accordingly, the guaranteed party may institute a legal
proceeding directly against the Guarantor to enforce its rights under the
Guarantee without first instituting a legal proceeding against any other person
or entity.

GOVERNING LAW

The Guarantee will be governed by and construed in accordance
with the laws of the State of New York.

DESCRIPTION OF THE SUBORDINATED DEBENTURES

Set forth below is a description of the specific terms of the
Subordinated Debentures in which the Issuer will invest the proceeds of the
issuance and sale of the Issuer Securities. The following description is
qualified in its entirety by reference to the description in the Indenture (the
"Indenture") dated as of [__________], 1995, between Ohio Edison and The Bank
of New York, as trustee with respect to the Subordinated Debentures (the
"Debenture Trustee"), which is filed as an exhibit to the Registration
Statement of which this Prospectus forms a part. Whenever particular
provisions or defined terms in the Indenture are referred to herein, such
provisions or defined terms are incorporated by reference herein. Section
references used herein are references to provisions of the Indenture unless
otherwise noted.

Under certain circumstances involving the dissolution of the
Issuer following the occurrence of a Special Event, Subordinated DebenturesBook-Entry Interests may be distributed to the holders of the Issuer Securities in liquidation of the
Issuer. See "Description of the Preferred Securities -- Special Event
Redemption or Distribution."

If the Subordinated Debentures are distributed to the holders
of the Preferred Securities, Ohio Edison will use its

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best efforts to cause the Subordinated Debentures to be listed on the New York
Stock Exchange or on such other exchange, if any, as the Preferred Securities
are then listed.

GENERAL

The Subordinated Debentures will be limited in aggregate
principal amount to approximately $103,093,000, such amount being the sum of
the aggregate stated liquidation preference of the Preferred Securities and the
consideration paid by Ohio Edison for the Common Securities (assuming the
Underwriters do not exercise their over-allotment option). The Subordinated
Debentures are unsecured, subordinated obligations of Ohio Edison which rank
junior to all of Ohio Edison's Senior Indebtedness (as defined below). The
Subordinated Debentures are not subject to a sinking fund provision.

The entire outstanding principal amount of the Subordinated
Debentures will become due and payable, together with any accrued and unpaid
interest thereon, including Additional Interest (as hereinafter defined), if
any, on [__________], 2025, subject to the right of Ohio Edison to elect to
extend the scheduled maturity date of the Subordinated Debentures to a date not
later than 2044, which election is subject to Ohio Edison's satisfying certain
conditions. See "-- Option to Extend Maturity."

OPTIONAL REDEMPTION

On or after [__________], 2000, Ohio Edison will have the
right, at any time and from time to time, to redeem the Subordinated
Debentures, in whole or in part, at a redemption price equal to 100% of the
principal amount of the Subordinated Debentures being redeemed, together with
any accrued but unpaid interest, including Additional Interest, if any, to the
redemption date fixed by the Company.

In certain circumstances upon the occurrence and continuation
of a Tax Event, Ohio Edison shall have the right to redeem the Subordinated
Debentures, in whole but not in part, within 90 days following the occurrence
of such Tax Event at a redemption price equal to 100% of the principal amount
of Subordinated Debentures being redeemed, together with any accrued but
unpaid interest, including Additional Interest, if any, to the redemption
date. See "Description of the Preferred Securities -- Special Event
Redemption or Distribution."

For so long as the Issuer is the holder of all the outstanding
Subordinated Debentures, the proceeds of any such redemption will be used by
the Issuer to redeem Preferred Securities in accordance with their terms. Ohio
Edison may not redeem the Subordinated Debentures in part unless all accrued
and unpaid interest (including any Additional Interest) has been paid in full
on all outstanding Subordinated Debentures for all

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quarterly interest periods terminating on or prior to the date of redemption.

Any optional redemption of the Subordinated Debentures shall
be made upon not less than 30 nor more than 60 days' notice to the holders
thereof, as provided in the Indenture.

INTEREST

The Subordinated Debentures shall bear interest at the rate of
[____]% per annum. Such interest is payable quarterly in arrears on March 31,
June 30, September 30 and December 31 of each year (each, an "Interest Payment
Date"), commencing [__________], 1995, to the person in whose name each
Subordinated Debenture is registered, subject to certain exceptions, at the
close of business on the Business Day next preceding such Interest Payment
Date. Interest will accrue quarterly (to the extent permitted by applicable
law) at the rate of [___]% per annum on any interest installment in arrears for
more than one quarter and on any interest on such overdue interest. It is
anticipated that the Issuer will be the sole holder of the Subordinated
Debentures unless the Trust is liquidated.

The amount of interest payable for any period will be computed
on the basis of a 360-day year of twelve 30-day months. In the event that any
date on which interest is payable on the Subordinated Debentures is not a
Business Day, then payment of the interest payable on such date will be made on
the next succeeding day which is a Business Day (and without any interest or
other payment in respect of any such delay), except that, if such Business Day
is in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and effect
as if made on the date the payment was originally payable.

OPTION TO EXTEND MATURITY DATE

The maturity date of the Subordinated Debentures is
__________________, 2025 (the "Stated Maturity"). Ohio Edison, however, may,
before the Stated Maturity, extend such maturity date no more than one time for
up to an additional 19 years from the Stated Maturity; provided that (a) Ohio
Edison is not in bankruptcy or otherwise insolvent, (b) Ohio Edison is not in
default on the Subordinated Debentures, (c) Ohio Edison has made timely
payments on the Subordinated Debentures for the immediately preceding six
quarters without deferrals, (d) the Issuer is not in arrears on payments of
distributions on the Preferred Securities and (e) the Subordinated Debentures
are rated BBB- or higher by any one of Standard & Poor's Rating Group, Fitch
Investor Services or Duff & Phelps Credit Rating Company, Baa3 or higher by
Moody's Investor Service, Inc. or the equivalent for any other nationally
recognized statistical rating organization. Pursuant to the Trust Agreement,
the Administrative Trustees are required to give notice of Ohio Edison's
election to extend the Stated Maturity to the holders of the Preferred
Securities.

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OPTION TO EXTEND INTEREST PAYMENT PERIOD

Ohio Edison shall have the right at any time during the term
of the Subordinated Debentures to extend the interest payment period from time
to time for an Extension Period not exceeding 20 consecutive quarters, during
which interest will accrue but not be paid. Interest will accrue quarterly on
accrued but unpaid interest during any Extension Period. At the end of the
Extension Period, Ohio Edison must pay all interest then accrued and unpaid
(including interest accrued on unpaid interest as described above at the rate
specified for the Subordinated Debentures to the extent permitted by applicable
law). During any Extension Period, Ohio Edison may not (a) declare or pay any
dividends on, or make a distribution with respect to, or redeem, purchase,
acquire or make a liquidation payment with respect to, any of its capital
stock, or (b) make any payment of interest, principal or premium, if any, on or
repay, repurchase or redeem any debt securities issued by the Company that rank
pari passu with or junior to the Subordinated Debentures, or (c) make any
guarantee payments with respect to the foregoing (other than payments under the
Guarantee); provided, however, that restriction (a) above does not apply to any
stock dividends paid by Ohio Edison where the dividend stock is the same as
that on which the dividend is paid. Prior to the termination of any Extension
Period, Ohio Edison may further extend the interest payment period, provided
that such Extension Period together with all such previous and further
extensions thereof shall not exceed 20 consecutive quarters at any one time or
extend beyond the maturity date of the Subordinated Debentures. Upon the
termination of any Extension Period and the payment of all amounts then due,
Ohio Edison may select a new Extension Period, subject to the above
requirements. No interest shall be due and payable during an Extension Period,
except at the end thereof. So long as the Property Trustee shall be the sole
holder of the Subordinated Debentures, Ohio Edison must give the Property
Trustee, the Administrative Trustees and the Debenture Trustee notice of its
selection of such Extension Period at least one Business Day prior to the
earlier of (i) the date the distributions on the Preferred Securities are
payable or (ii) the date the Administrative Trustees are required to give
notice to the New York Stock Exchange or other applicable self-regulatory
organization or to holders of the Preferred Securities of the record date for
the payment of such distributions or the date such distributions are payable,
but in any event not less than one Business Day prior to such record date. The
Administrative Trustees will be required to give notice of Ohio Edison's
selection of such Extension Period to the holders of the Preferred Securities.

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ADDITIONAL INTEREST

If the Issuer would be required to pay any taxes, duties,
assessments or governmental charges of whatever nature (other than withholding
taxes) imposed by the United States or any other taxing authority, then, in any
case, Ohio Edison will also pay as additional interest ("Additional Interest")
such amounts as shall be required so that the net amounts received and retained
by the Issuer after paying such taxes, duties, assessments or governmental
charges will be not less than the amounts the Issuer would have received had no
such taxes, duties, assessments or governmental charges been imposed.

SET-OFF

Notwithstanding anything to the contrary in the Indenture,
Ohio Edison shall have the right to set-off any payment it is otherwise
required to make thereunder to the extent Ohio Edison has theretofore made, or
is concurrently on the date of such payment making, a payment under the
Guarantee.

SUBORDINATION

The Subordinated Debentures are subordinate and junior in
right of payment to all Senior Indebtedness (as defined below) of Ohio Edison
as provided in the Indenture. The Subordinated Debentures rank equal with
obligations to trade creditors of Ohio Edison. No payment of principal of
(including redemption), or interest on, the Subordinated Debentures may be made
if Ohio Edison has defaulted on any payment of Senior Indebtedness when due,
any applicable grace period with respect to such default has ended and such
default has not been cured or waived, or if the maturity of any Senior
Indebtedness has been accelerated because of a default. (Section 11.02). Upon
any payment or distribution of assets of Ohio Edison to creditors upon any
dissolution, winding-up, liquidation or reorganization, whether voluntary or
involuntary or in bankruptcy, insolvency, receivership or other proceedings,
all principal of and interest due or to become due on, all Senior Indebtedness
must be paid in full before the holders of the Subordinated Debentures are
entitled to receive or retain any payment thereon. (Section 11.03). Subject
to the prior payment of all Senior Indebtedness, the rights of the holders of
the Subordinated Debentures will be subrogated to the rights of the holders of
Senior Indebtedness to receive payments or distributions applicable to Senior
Indebtedness until all amounts owing on the Subordinated Debentures are paid in
full. (Section 11.04).

The term "Senior Indebtedness" shall mean the principal of,
premium, if any, interest on and any other payment due pursuant to any of the
following, whether outstanding at the date of execution of the Indenture or
thereafter incurred, created or assumed:

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(a) all indebtedness of Ohio Edison on a consolidated basis
(other than any obligations to trade creditors) evidenced by notes,
debentures, bonds, other securities or other instruments issued by
Ohio Edison for money borrowed and capitalized lease obligations;

(b) all indebtedness of others of the kinds described in the
preceding clause (a) assumed by or guaranteed in any manner by Ohio
Edison or in effect guaranteed by Ohio Edison; and

(c) all renewals, extensions or refundings of indebtedness of
the kinds described in either of the preceding clauses (a) or (b),
unless, in the case of any particular indebtedness, renewal, extension
or refunding, the instrument creating or evidencing the same or the
assumption or guarantee of the same expressly provides that such
indebtedness, renewal, extension or refunding is not superior in right
of payment to or is pari passu with the Subordinated Debentures.
(Section 1.01).

The Indenture does not limit the aggregate amount of Senior
Indebtedness that may be issued. As of June 30, 1995, Ohio Edison had
approximately $3,546 million of principal amount of indebtedness for borrowed
money constituting Senior Indebtedness on a consolidated basis.

CERTAIN COVENANTS OF OHIO EDISON

Pursuant to the Indenture, Ohio Edison will covenant that it
will not declare or pay any dividends or distributions (other than dividends or
distributions payable in common stock of Ohio Edison) on, or redeem, purchase,
acquire or make a liquidation payment with respect to, any of its capital
stock, or make any guarantee payments with respect to the foregoing (other than
payments under the Guarantee) if at such time (i) there shall have occurred any
event of which Ohio Edison has actual knowledge that (a) with the giving of
notice or the lapse of time, or both, would constitute an Indenture Event of
Default and (b) in respect of which Ohio Edison shall not have taken reasonable
steps to cure, (ii) Ohio Edison shall be in default with respect to its payment
of any obligations under the Guarantee or (iii) Ohio Edison shall have given
notice of its selection of an Extension Period as provided in the Indenture and
such Extension Period, or any extension thereof, shall be continuing. (Section
10.05). Ohio Edison will also covenant (i) to maintain 100% ownership of the
Common Securities of the Issuer, provided, however, that any permitted
successor of Ohio Edison under the Indenture may succeed to Ohio Edison's
ownership thereof, (ii) not to voluntarily dissolve, wind-up or terminate the
Trust, except in connection with the distribution of the Subordinated
Debentures to the holders of the Preferred Securities in liquidation of the
Issuer or in connection with

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certain mergers, consolidations or amalgamations permitted by the Trust
Agreement and (iii) to use its reasonable efforts, consistent with the terms
and provisions of the Trust Agreement, to cause the Issuer to remain a business
trust and otherwise not to be classified as a corporation for United States
Federal income tax purposes. (Section 10.05).

EVENTS OF DEFAULT

The Indenture provides that any one or more of the following
described events, that has occurred and is continuing constitutes an Indenture
Event of Default with respect to the Subordinated Debentures:

(a) failure for 10 days to pay interest on the Subordinated
Debentures, including any Additional Interest in respect thereof, when
due (subject to the deferral of any due date in the case of an
Extension Period); or

(b) failure to pay principal on the Subordinated Debentures
when due whether at maturity, upon redemption by declaration or
otherwise; provided, however, that an extension of the maturity of the
Subordinated Debentures in accordance with the terms of the Indenture
and the Subordinated Debentures shall not constitute an Indenture
Event of Default; or

(c) failure to observe or perform in any material respect any
other covenant contained in the Indenture for 90 days after written
notice to Ohio Edison from the Debenture Trustee or the holders of at
least 25% in principal amount of the outstanding Subordinated
Debentures; or

(d) certain events in bankruptcy, insolvency or reorganization
of Ohio Edison. (Section 5.01).

The holders of a majority in outstanding principal amount of
the Subordinated Debentures have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Debenture Trustee.
(Section 5.12). The Debenture Trustee or the holders of not less than 25% in
aggregate outstanding principal amount of the Subordinated Debentures may
declare the principal of and interest on the Subordinated Debentures due and
payable immediately upon an Indenture Event of Default, and should the
Debenture Trustee or such holders of Subordinated Debentures fail to make such
declaration the holders of at least 25% in aggregate liquidation preference of
Preferred Securities then outstanding shall have such right. The holders of a
majority in aggregate outstanding principal amount of the Subordinated
Debentures may annul such declaration if all defaults have been cured or waived
and a sum sufficient to pay all matured installments of interest and principal
due otherwise than by acceleration, as well as all sums paid or advanced by the
Debenture Trustee and its compensation,

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expenses and advances, has been deposited with the Debenture Trustee. (Section
5.02).

The holders of a majority in outstanding principal amount of
the Subordinated Debentures affected thereby may, on behalf of the holders of
all the Subordinated Debentures, waive any past default, except a default in
the payment of principal or interest (unless such default has been cured and a
sum sufficient to pay all matured installments of interest and principal due
otherwise than by acceleration has been deposited with the Debenture Trustee)
or a default in respect of a covenant or provision which under the Indenture
cannot be modified or amended without the consent of the holder of each
outstanding Subordinated Debenture. (Section 5.13). Ohio Edison is required
to file annually with the Debenture Trustee a certificate as to whether or not
Ohio Edison is in compliance with all the material terms, provisions and
conditions applicable to it under the Indenture. (Section 10.04).

In case any Indenture Event of Default shall occur and be
continuing, the Property Trustee will have the right to declare the principal
of and the interest on the Subordinated Debentures (including any Additional
Interest) and any other amounts payable under the Indenture to be forthwith due
and payable and to enforce its other rights as a creditor with respect to the
Subordinated Debentures.

A voluntary or involuntary dissolution of the Issuer prior to
redemption or maturity of the Subordinated Debentures would not constitute an
Indenture Event of Default. If the Issuer is dissolved, an event Ohio Edison
and the Issuer consider to be remote, any of the following, among other things,
could occur: (i) a distribution of the Subordinated Debentures to the holders
of the Preferred Securities, (ii) a cash distribution to the holders of the
Preferred Securities out of the sale of assets of the Issuer, after
satisfaction of liabilities to creditors, (iii) a permitted redemption at par
of the Subordinated Debentures, and a consequent redemption of a Like Amount of
the Preferred Securities, at the option of Ohio Edison under the circumstances
described in "-- Optional Redemption" or (iv) the rollover of the Trust
Property into another entity with similar characteristics.

FORM, EXCHANGE, AND TRANSFER

The Subordinated Debentures will be issuable only in
registered form, without coupons and only in denominations of $25 and integral
multiples thereof. (Section 3.02.)

Subject to the terms of the Indenture, Subordinated Debentures
may be presented for registration of transfer (duly endorsed or accompanied by
satisfactory instruments of transfer) at the office of the Security Registrar
or at the office of any

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52

transfer agent designated by Ohio Edison for such purpose. No service charge
will be made for any registration of transfer or exchange of Subordinated
Debentures, but Ohio Edison may require payment ofcharged a sum sufficient to cover
any tax, fee, or other governmental charge payable in connection therewith except
with respect to certain exchanges not involving any transfer. Such transfer or
exchange will be effected upon the Security Registrar or such transfer agent,
as the casethat may be being satisfied with the documents of transfer, title and
identity of the person making the request. Ohio Edison has appointed the
Debenture Trustee as Security Registrar. (Section 3.05.)

Ohio Edison may at any time designate additional transfer
agents or rescind the designation of any transfer agent or approve a changeimposed in the office through which any transfer agent acts. (Section 10.02.)

Ohio Edison will not be required to (i) issue, register the
transfer of or exchange Subordinated Debentures during a period of 15 days
before the day notice of redemption identifying the Subordinated Debentures
called for redemption is mailed or (ii) issue, register the transfer or
exchange any Subordinated Debentures selected for redemption in whole or in
part, except the unredeemed portion of any such Subordinated Debentures being
redeemed in part. (Section 3.05.)

PAYMENT AND PAYING AGENTS

Payment of interest on a Subordinated Debenture on any
Interest Payment Date will be made to the Person in whose name such
Subordinated Debenture (or one or more predecessor securities) is registered at
the close of business on the Regular Record Date for such interest. (Section
3.07.)

Principal of and any interest on the Subordinated Debentures
will be payable at the office of such Paying Agent or Paying Agents as Ohio
Edison may designate for such purpose from time to time, except that at the
option of Ohio Edison payment of any interest may be made by check mailed to
the address of the Person entitled thereto as such address appears in the
Security Register or by wire transfer. The Debenture Trustee is The Bank of
New York and the corporate trust office of the Debenture Trustee in The City of
New York is designated as Ohio Edison's sole Paying Agent for payments with
respect to the Subordinated Debentures. Ohio Edison may at any time designate
additional Paying Agents or rescind the designation of any Paying Agent or
approve a change in the office through which any Paying Agent acts. (Section
10.02.)

MODIFICATION OF THE INDENTURE

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53

The Indenture contains provisions permitting Ohio Edison and
the Debenture Trustee, with the consent of the holders of not less than 66 2/3%
of the principal amount of the outstanding Subordinated Debentures, to modify
the Indenture in a manner affecting the rights of the holders of the
Subordinated Debentures; provided that no such modification may, without the
consent of the holder of each outstanding Subordinated Debenture, (i) change
the fixed maturity of the Subordinated Debentures, or reduce the principal
amount thereof, or reduce the rate or extend the time of payment of interest
thereon, or modify the subordination provisions in the Indenture in a manner
adverse to the holders of the Subordinated Debentures, (ii) reduce the
percentage of principal amount of Subordinated Debentures, the holders of which
are required to consentrelation to
any such modification of the Indenture or (iii)
modify certain provisions of the Indenture relating to the waiver of past
defaults or compliance by Ohio Edison with the covenants therein. The
Indenture also requires the consent of the holders of the Preferred Securities
in respect of certain amendments to or termination of the Indenture and in
respect of compliance by Ohio Edison with certain covenants in the Indenture.
(Section 9.02.)

CONSOLIDATION, MERGER AND SALE

Ohio Edison may not consolidate with or merge into, or convey,
transfer or lease its properties and assets substantially as an entirety to,
any Person (a "successor Person"), and may not permit any Person to merge into,
or convey, transfer or lease its properties and assets substantially as an
entirety to, Ohio Edison unless (i) the successor Person (if any) is a
corporation, partnership or trust organized and validly existing under the laws
of any domestic jurisdiction and assumes Ohio Edison's obligations on the
Subordinated Debentures and under the Indenture, (ii) immediately after giving
effect to the transaction, and treating any indebtedness which becomes an
obligation of Ohio Edison or any Subsidiary as a result of the transaction as
having been incurred by it at the time of the transaction, no Indenture Event
of Default, and no event which, after notice or lapse of time or both, would
become an Indenture Event of Default, shall have occurred and be continuing
(iii) such consolidation or merger or conveyance, transfer or lease of
properties or assets of Ohio Edison is permitted under, and does not give rise
to any breach or violation of, the Trust Agreement or the Guarantee and (iv)
certain other conditions are met. (Section 8.01).

SATISFACTION AND DISCHARGE

Under the terms of the Indenture, Ohio Edison will be
discharged from any and all obligations in respect of the Subordinated
Debentures (except in each case for certain obligations to register the transfer or exchange of Subordinated Debentures, replace stolen, losta Book-Entry Interest.

The Company, any Bond Registrar, any Paying Agent and the New Mortgage
Trustee will recognize and treat DTC (or any successor securities depository) or
mutilated Subordinated

-50-its nominee as the holder of Offered Bonds registered in its name or the name of
its nominee for all

-20-

Debenturespurposes, including payment of debt service, notices, enforcement of remedies
and hold moneys for paymentvoting. Under DTC's current practice, a proxy will be given to the DTC
Participants holding Book-Entry Interests in trust) if Ohio Edison depositsOffered Bonds in connection with
the Debenture Trustee, in trust, moneys in an amount sufficient to pay all the
principal of, and interestany matter on the Subordinated Debentures on the dates such
payments are due in accordance with the termswhich holders of such Subordinated Debentures,
provided thatOffered Bonds are asked to vote or give
their consent. Crediting of debt service payments and transmittal of notices and
other communications by DTC to DTC Participants, by DTC Participants to Indirect
Participants and by DTC Participants and Indirect Participants to the Subordinated Debentures have become dueultimate
Book-Entry Interest owners are the responsibility of those persons and payable, or will
become due and payable within one year whether at maturity or through
redemption thereof. (Section 4.01).

GOVERNING LAW

The Indenture and the Subordinated Debentures will be
governedhandled by arrangements among them and construed in accordance with,are not the lawsresponsibility of the StateNew
Mortgage Trustee, the Company or the underwriters involved in the sale of the
Offered Bonds.

The Company, any Bond Registrar or the New York.
(Section 1.12).

RELATIONSHIP AMONG THE PREFERRED SECURITIES,
THE SUBORDINATED DEBENTURES AND THE GUARANTEE

AsMortgage Trustee, so long as
payments of interest and other payments are made
when due on the Subordinated Debentures, such payments will be sufficient to
cover distributions and other payments due on the Preferred Securities,
primarily because (i) the aggregate principal amount of Subordinated Debentures
will be equal to the sum of the aggregate stated liquidation preference of the
Preferred Securities and the Common Securities; (ii) the interest rate and
interest and other payment dates on the Subordinated Debentures will match the
distribution rate and distribution and other payment dates for the Preferred
Securities; (iii) the Trust Agreement provides that Ohio Edison shall pay for
all, and the Issuer shall not be obligated to pay, directly or indirectly,a book-entry system is used for any costs, expensesseries of Offered Bonds, will send any
notice of redemption and liabilities ofany other notices required by the Issuer, including any income taxes,
duties and other governmental charges, and all costs and expenses with respect
thereto,New Mortgage to which the Issuer may become subject, except for United States
withholding taxes and the Issuer's obligationsbe
sent to holders of Preferred
Securities undersuch Offered Bonds only to DTC (or such successor securities
depository) or its nominee. Any failure of DTC to advise any DTC Participant, or
of any DTC Participant or Indirect Participant to notify the Preferred Securities;Book-Entry Interest
owner, of any such notice and (iv)its content or effect will not affect the Trust Agreement further
provides that the Ohio Edison Trustees shall not cause or permit the Issuer to,
among other things, engage in any activity that is not consistent with the
limited purposesvalidity
of the Issuer.

Payments of distributions and other amounts due on the
Preferred Securities (to the extent the Issuer has funds available for the
payment of such distributions) are guaranteed by Ohio Edison as and to the
extent set forth under "Descriptionredemption of the Guarantee." If and to the extent
that Ohio Edison does not make payments on the Subordinated Debentures, the
Issuer will not pay distributions or other amounts due on the Preferred
Securities.

If the Guarantee Trustee fails to enforce the Guarantee, a
holder of a Preferred Security may institute a legal

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55

proceeding directly against Ohio Edison to enforce its rights under the
Guarantee without first instituting a legal proceeding against the IssuerOffered Bonds called for redemption, or any other
personaction premised on that notice. In the event of a call for redemption, the
Company's, any Bond Registrar's or entity.

The Preferred Securities evidence the rightsNew Mortgage Trustee's notification to
DTC will initiate DTC's standard call process, and, in the event of a partial
call, its lottery process by which the call will be randomly allocated to DTC
Participants holding positions in the Offered Bonds to be redeemed. When DTC and
DTC Participants allocate the call for redemption, the owners of the holders
thereofBook-Entry
Interests that have been called should be notified by the broker or other person
responsible for maintaining the records of those interests and subsequently
credited by that person with the proceeds once such Offered Bonds are redeemed.

The Company, any paying Agent, the New Mortgage Trustee and any
underwriter or agent cannot and do not give any assurances that DTC, DTC
Participants or others will distribute debt service on Offered Bonds made to DTC
or its nominee as the registered owner, or any redemption or other notices, to
the benefitsBook-Entry Interest owners, or that they will do so on a timely basis, or
that DTC will serve and act in the manner described in this Prospectus.

The Company understands that the current "Rules" applicable to DTC are
on file with the Commission, and that the current "Procedures" of DTC to be
followed in dealing with DTC Participants are on file with DTC.

If DTC is at any time unwilling or unable to continue as depository,
and a successor depository is not appointed by the Trust, a trust that existsCompany within 90 days, the
Company will issue individual certificates to owners of Book-Entry Interests in
exchange for the sole purpose
of issuingOffered Bonds held by DTC or its Issuer Securities and investing the proceeds thereof in debt
securities of Ohio Edison, while the Subordinated Debentures represent
indebtedness of Ohio Edison. A principal difference between the rightsnominee. In such instance, an
owner of a holder of a Preferred Security and a holder of a Subordinated Debenture is that
a holder of a Subordinated Debenture will accrue, and (subject to the
permissible extension of the interest period) is entitled to receive, interest
on the principal amount of Subordinated Debentures held, while a holder of
Preferred Securities is only entitled to receive distributions if and to the
extent the Issuer has funds legally available for the payment of such
distributions.

Upon any voluntary or involuntary dissolution, winding-up or
termination of the Issuer, the holders of Preferred SecuritiesBook- Entry Interest will be entitled to receive, outphysical delivery of
assets legally available for distributioncertificates equal in principal amount to holders, the
Liquidation Distributionsuch Book-Entry Interest and to have
such certificates registered in cash. See "Descriptionits name. Individual certificates of Offered
Bonds so issued will be issued in denominations of $1,000 or any multiple
thereof.

LEGAL OPINIONS

Anthony J. Alexander, Esq., Akron, Ohio, who is Senior Vice President
and General Counsel of the Preferred Securities
-- Liquidation Distribution Upon Dissolution". Upon any voluntary or
involuntary liquidation or bankruptcy of Ohio Edison,Company, has rendered an opinion to the Issuer,Company as holderto
the legality of the Subordinated Debentures, would be a subordinated creditor of Ohio Edison,
subordinated in right of payment to all Senior Indebtedness, but entitled to
receive payment in full of principalMortgage Bonds offered hereby. Mr. Alexander and interest, before any stockholders of
Ohio Edison receive payments or distributions. Since Ohio Edison is Guarantor
under the Guarantee and has agreed to pay for all costs, expenses and
liabilities of the Issuer (other than United States withholding taxes and other
than the Issuer's obligations to holders of Preferred Securities under the
Preferred Securities), the positions of a holder of Preferred Securities and a
holder of Subordinated Debentures relative to other creditors and to
stockholders of Ohio Edison in the event of liquidation or bankruptcy of Ohio
Edison would be substantially the same.

A default or event of default under any Senior Indebtedness
would not constitute a default or Indenture Event of Default. In the event of
payment defaults under, or acceleration of, Senior Indebtedness, the
subordination provisions of the Subordinated Debentures provide that no
payments may be made in respect of the Subordinated Debentures until such
Senior Indebtedness has been paid in full or any payment default thereunder has
been cured or waived. Failure to make required payments on the Subordinated
Debentures would constitute an Indenture Event of Default.

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56

UNITED STATES TAXATION

GENERAL

This section is a summary of the principal United States
Federal income tax considerations that may be relevant to prospective
purchasers of Preferred Securities and represents the opinion of Winthrop,
Stimson, Putnam & Roberts, One Battery Park Plaza, New York, N.Y. 10004-1490,
also counsel for the Company, will render opinions to Ohio Edison and the Issuer, insofarany underwriters or agents
as it
relates to matters of law and legal conclusions with respect thereto. This
section is based upon current provisions of the Internal Revenue Code of 1986,
as amended (the "Code"), existing and proposed Treasury Regulations thereunder
and current administrative rulings and court decisions, all of which are
subject to change (which change may be retroactive). Subsequent changes may
cause tax consequences to vary substantially from the consequences described
below.

The following discussion does not address all United States
Federal income tax matters affecting holders of Preferred Securities.
Moreover, the discussion addresses the United States Federal income tax
considerations of holders of Preferred Securities that are citizens or
residents of the United States, corporations, partnerships or other entities
created or organized in or under the laws of the United States or any political
subdivision thereof or therein, or estates or trusts the income of which is
subject to United States Federal income taxation regardless of its source
("U.S. Holders") and that hold the Preferred Securities as a capital asset.
Except as provided below, this discussion does not address the tax consequences
to holders of Preferred Securities who are not U.S. Holders ("Non-U.S.
Holders"), nor does it address tax considerations applicable to holders of
Preferred Securities that may be subject to special tax rules, such as banks,
insurance companies, tax-exempt organizations or dealers in securities or
currencies, or to holders of Preferred Securities that will hold Preferred
Securities as part of a position in a "straddle" or as part of a "hedging" or
"conversion" transaction for United States Federal income tax purposes or that
have a "functional currency" other than the United States dollar. In addition,
this discussion does not address the tax consequences to Preferred Securities
that do not purchase Preferred Securities as part of their initial
distribution. Accordingly, each prospective holder of Preferred Securities,
including each Non-U.S. Holder, should consult, and should depend on, his, her
or its own tax advisor in analyzing the United States Federal, state, local and
foreign tax consequences of the purchase, ownership, sale or other disposition
of Preferred Securities.

While Ohio Edison believes, based upon the advice of its
counsel, that the Subordinated Debentures should be treated as indebtedness for
United States Federal income tax purposes, holders of Preferred Securities
should note that the Internal

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57

Revenue Service (the "Service") may attempt to treat the Subordinated
Debentures as equity rather than indebtedness for United States Federal income
tax purposes. If the Service were successful in such attempt, the Preferred
Securities would be subject to redemption at the option of Ohio Edison as
described under "Description of the Preferred Securities -- Mandatory
Redemption."

INCOME FROM PREFERRED SECURITIES

In the opinion of Winthrop, Stimson, Putnam & Roberts, the
Issuer will not be classified as an association taxable as a corporation for
United States Federal income tax purposes. Each holder of Preferred Securities
will be treated as owning an undivided beneficial interest in the Subordinated
Debentures. Accordingly, each U.S. Holder will be required to include in its
gross income as interest its share of the original issue discount ("OID")
accrued with respect to the Subordinated Debentures whetherlegality of any Offered Bonds. Simpson Thacher & Bartlett (a
partnership which includes professional corporations), 425 Lexington Avenue, New
York, N.Y. 10017-3954, will act as counsel for any underwriters or not
distributions are actually made to the holders of Preferred Securities. No
portion of such income will be eligible for the dividends-received deduction.

ORIGINAL ISSUE DISCOUNT

Under the Indenture, Ohio Edison has the option to extend from
time to time the interest payment period on the Subordinated Debentures for a
period not exceeding 20 consecutive quarters but not beyond the maturity date
of the Subordinated Debentures (including any extension thereof). Ohio
Edison's option to extend the interest payment period will cause the
Subordinated Debentures to be treated as having been issued with OID for United
States Federal income tax purposes. Accordingly, a U.S. Holder will accrue OID
(as interest income) in accordance with a constant yield method over the term
of the Subordinated Debentures (including any Extension Period), regardless of
the receipt of cash with respect to the period to which such income is
attributable.

As a result, U.S. Holders of record during an Extension Period
will include interest in gross income in advance of the receipt of cash, and
any such holders who dispose of Preferred Securities prior to the record date
for the payment of distributions following such Extension Period will include
interest in gross income but will not receive any cash related thereto.

RECEIPT OF SUBORDINATED DEBENTURES OR CASH UPON LIQUIDATION OF THE ISSUER

Under certain circumstances, as described under the caption
"Description of the Preferred Securities -- Special Event Redemption or
Distribution," Subordinated Debentures may be

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58

distributed to holders of Preferred Securities in exchange for the Preferred
Securities and in liquidation of the Issuer. Under current law, such a
distribution, for United States Federal income tax purposes, would be treated
as a non-taxable event to each U.S. Holder, and each U.S. Holder would receive
an aggregate tax basis in the Subordinated Debentures equal to such holder's
aggregate tax basis in its Preferred Securities. A U.S Holder's holding period
for the Subordinated Debentures received in liquidation of the Issuer would
include the period during which such holder held the Preferred Securities.

Under certain circumstances, as described under the caption
"Description of Preferred Securities -- Special Event Redemption or
Distribution," Subordinated Debentures may be redeemed for cash and the
proceeds of such redemption distributed to holders of Preferred Securities in
redemption of the Preferred Securities. Under current law, such a redemption
would, for United States Federal income tax purposes, constitute a taxable
disposition of the redeemed Preferred Securities, and a U.S. Holder would
recognize gain or loss as if such holder had sold such redeemed Preferred
Securities for cash. See "Sale of Preferred Securities."

SALE OF PREFERRED SECURITIES

Gain or loss will be recognized by a U.S. Holder on a sale of
Preferred Securities, including a redemption for cash,agents and
will be equalrender an opinion to the
difference between the amount realized and such holder's adjusted tax basis in
the Preferred Securities sold. A U.S. Holder's adjusted tax basis in a
Preferred Security generally will equal the issue price of such Preferred
Security increased by the amount of OID previously includible in the gross
income of such holder and decreased by the amount of any payments received on
such Preferred Security. Any gain or loss recognized by a U.S. Holder on the
sale of a Preferred Security held for more than one year generally will be
taxablethem as long-term capital gain or loss. Subject to certain limited
exceptions, capital loses cannot be applied to offset ordinary income for
United States Federal income tax purposes.

NON-U.S. HOLDERS

Under present United States Federal income tax law: (i)
payments by the Issuer or any of its paying agents to any Non-U.S. Holder will
not be subject to United States Federal withholding tax, provided that (a) the
beneficial owner of the Preferred Security does not actually or constructively
own 10% or more of the total combined voting power of all classes of stock of
Ohio Edison entitled to vote, (b) the beneficial owner of the Preferred
Security is not a controlled foreign corporation that is related to Ohio Edison
through stock ownership, and (c) either (A) the beneficial owner of the
Preferred Security certifies to

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59

the Issuer or its agent, under penalties of perjury, that it is not a U.S.
Holder and provides its name and address or (B) a securities clearing
organization, bank or other financial institution that holds customers'
securities in the ordinary course of its trade or business (a "Financial
Institution"), and holds the Preferred Security in such capacity, certifies to
the Issuer or its agent, under penalties or perjury, that such statement has
been received from the beneficial owner by it or by another Financial
Institution between it and the beneficial owner and furnishes the Issuer or its
agent with a copy thereof; and (ii) a Non-U.S. Holder will generally not be
subject to United States Federal income or withholding tax on any gain realized
upon the sale or other disposition of a Preferred Security, except that a
Non-U.S. Holder will be subject to United States Federal income tax on any gain
if such Non-U.S. Holder (a) is engaged in a trade or business in the United
States and such gain is effectively connected to the conduct of such trade or
business or (b) is an individual present in the United States for 183 days or
more during the taxable year, and certain other conditions are met.

INFORMATION REPORTING AND BACKUP WITHHOLDING TAX

Subject to the qualifications discussed below, income on the
Preferred Securities (or on a Subordinated Debenture distributed to a holder of
a Preferred Security) will be reported to holders of Preferred Securities on
Forms 1099, which forms should be mailed to such holders by January 31
following each calendar year.legal matters.

EXPERTS

The Issuer will be obligated to report annually to Cede & Co.,
as holder of record of the Preferred Securities, the OID related to the
Subordinated Debentures that accrued during the year. The Issuer currently
intends to report such information on Form 1099 prior to January 31 following
each calendar year. The Underwriters have indicated to the Issuer that, to the
extent that they hold Preferred Securities as nominees for beneficial holders,
they currently expect to report to such beneficial holders on Forms 1099 by
January 31 following each calendar year. Under current law, holders of
Preferred Securities who hold as nominees for beneficial holders will not have
any obligation to report information regarding the beneficial holders to the
Issuer. The Issuer, moreover, will not have any obligation to report to
beneficial holders who are not also record holders. Thus, beneficial holders
of Preferred Securities who hold their Preferred Securities through the
Underwriters will receive Forms 1099 reflecting the income on their Preferred
Securities from such nominee holders rather than from the Issuer.

Payments made in respect of, and proceeds from the sale of,
the Preferred Securities, or Subordinated Debentures distributed to holders of
Preferred Securities, may be subject to a "backup" withholding tax of 31%
unless the holder complies with certain identification requirements. Any
withheld amounts will

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60

be allowed as a refund or a credit against the holder's United States Federal
income tax liability, provided the required information is provided to the
Service.

These information reporting and backup withholding tax rules
are subject to proposed Treasury Regulations and currently are under review by
the United States Treasury. Accordingly, the application of such rules to the
Preferred Securities could be changed.

UNDERWRITING

Under the terms and subject to the conditions contained in the
Underwriting Agreement dated the date hereof, each of the Underwriters named
below for whom Morgan Stanley & Co. Incorporated is acting as representative
(the "Representative") has severally agreed to purchase, and the Issuer has
agreed to sell to each of the Underwriters, severally, the respective number of
Preferred Securities set opposite its name below:

NUMBER OF SERIES A
NAME PREFERRED SECURITIES
------------ --------------------

Morgan Stanley & Co. Incorporated

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

The Underwriting Agreement provides that the several
obligations of the Underwriters to pay for and accept delivery of the Preferred
Securities are subject to the approval of certain legal matters by their
counsel and to certain other conditions. In the Underwriting Agreement, the
several Underwriters have agreed, subject to the terms and conditions set forth
therein, to purchase all the Preferred Securities offered hereby if any of the
Preferred Securities are purchased. In the event of default by an Underwriter,
the Underwriting Agreement provides that, in certain circumstances, the
purchase commitments of the nondefaulting Underwriters may be increased or the
Underwriting Agreement may be terminated.

The Underwriters initially propose to offer all or part of the
Preferred Securities directly to the public at the price to public set forth on
the cover page of this Prospectus, and all or part to certain dealers at a
price that represents a concession not in excess of $[__________] per
Preferred Security. The Underwriters may allow, and such dealers may reallow,
a concession not in excess of $[__________] per Preferred Security to certain
other dealers. After the initial offering of the Preferred Securities, the
offering price and

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61

other selling terms may from time to time be varied by the Representatives.

Because the proceeds of the sale of the Preferred Securities
will ultimately be used to purchase the Subordinated Debentures of Ohio Edison,
the Underwriting Agreement provides that Ohio Edison will pay to the
Underwriters as compensation for their services, $[__________] per Preferred
Security (or $[__________] in the aggregate); provided that such compensation
will be $[__________] per Preferred Security sold to certain institutions.

Prior to this offering, there has been no public market for
the Preferred Securities. Application has been made to list the Preferred
Securities on the New York Stock Exchange. Listing will be contingent upon
meeting the requirements of the New York Stock Exchange, including those
relating to distribution. In order to meet one such requirement, the
Underwriters will undertake to sell lots of 100 or more Preferred Securities to
a minimum of 400 beneficial holders. If listing is approved, trading of the
Preferred Securities on the New York Stock Exchange is expected to commence
within a 30-day period after the initial delivery of the Preferred
Securities. The Underwriters have advised the Issuer that they intend to make
a market in the Preferred Securities prior to the commencement of trading on
the New York Stock Exchange. The Underwriters will have no obligation to make
a market in the Preferred Securities, however, and may cease market making
activities, if commenced, at any time.

The Issuer and Ohio Edison have agreed to indemnify the
Underwriters against, or contribute to payments that the Underwriters may be
required to make in respect of, certain liabilities, including liabilities
under the Securities Act of 1933, as amended.

The Issuer has granted the Underwriters an option exercisable
for 30 days after the date of this Prospectus to purchase up to 600,000
additional Preferred Securities to cover over-allotments, if any, at the price
to public (with additional Underwriters' Compensation), as set forth on the
cover page of this Prospectus. If the Underwriters exercise their
over-allotment option, the Underwriters have severally agreed, subject to
certain conditions, to purchase approximately the same percentage thereof that
the number of Preferred Securities to be purchased by each of them, as shown in
the foregoing table, bears to the number of Preferred Securities initially
offered hereby.

In accordance with Section 34 of the Rules of Fair Practice of
the National Association of Securities Dealers, Inc., no sales of Preferred
Securities may be made to a discretionary account without the prior written
approval of the customer.

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62

EXPERTS

Theaudited consolidated financial statements and related schedule
incorporated by reference or included in Ohio Edisonthe Company's Annual Report on Form
10-K, incorporated by reference in this prospectus,Prospectus, have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their reports
dated February 3, 19958, 1996 with

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respect thereto, and are incorporated by reference herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
reports. Reference is made to said reports which include an explanatory
paragraph with respect to the Company's
changecertain changes in its method of accounting for unbilled revenues, income taxes and
post-retirement benefits other than pensionsmethods as discussed in
the Notes 1 and 2 to the consolidated financial statements.

With respect to the unaudited interim consolidated financial
information for the quartersquarter ended March 31, 1996 and 1995 and 1994, and June 30, 1995
and 1994,incorporated by
reference herein, Arthur Andersen LLP has applied limited procedures in
accordance with professional standards for reviews of that information. However,
their separate reportsreport thereon statestates that they did not audit and they do not
express an opinion on that interim consolidated financial information.
Accordingly, the degree of reliance on their reports on that information should
be restricted in light of the limited nature of the review procedures applied.
In addition, the accountants are not subject to the liability provisions of
Section 11 of the Securities Act of 1933 for their reportsreport on the unaudited interim consolidated
financial information because those reports arethat report is not "reports"a "report" or "parts""part" of the
registration statement prepared or certified by the accountants within the
meaning of Sections 7 and 11 of the Act.

VALIDITY OF THE SECURITIES

CertainThe statements as to matters of Delaware law relating toand legal conclusions included in
the validityCompany's Annual Report on Form 10-K and Form 10-Q Report incorporated
herein by reference, and such statements included herein, have been prepared
under the supervision of, the Preferred Securities, the validity of the Trust Agreement and the formation
of the Issuer are being passed upon by Richards, Layton & Finger, special
Delaware counsel to the Issuer. The validity of the Guarantee and the
Subordinated Debentures will be passed upon on behalf of the Issuer and Ohio
Edisonreviewed by, Anthony J. Alexander, Esq., Akron,
Ohio, who is Senior Vice President and General Counsel of Ohio Edison,the Company, and Winthrop, Stimson, Putnam & Roberts,
and on behalfsuch
statements have been incorporated by reference or included herein upon his
authority as an expert.

PLAN OF DISTRIBUTION

The Company may sell the Mortgage Bonds (i) through underwriters or
dealers, (ii) directly to a limited number of institutional purchasers or to a
single purchaser, (iii) through agents or (iv) through any combination of the
Underwriters by Simpson Thacher & Bartlett (a partnership
which includes professional corporations), counselabove. An accompanying Prospectus Statement will set forth the terms of the
offering of the Offered Bonds, including the name or names of any underwriters,
the purchase price of the Offered Bonds and the net proceeds to the Underwriters.

-59-Company from
such sale, any underwriting discounts and other items constituting underwriters'
compensation, any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers.

If underwriters are used in the sale, the Mortgage Bonds will be
acquired by the underwriters for their own account and may be resold from time
to time in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of sale.
The Mortgage Bonds may be offered to the public either through underwriting
syndicates represented by one or more managing underwriters or directly by one
or more underwriting firms. The underwriter or underwriters with respect to a
particular underwritten offering of Offered Bonds will be named in the
Prospectus Supplement relating to such offering and, if an underwriting
syndicate is used, the managing underwriter or underwriters will be set forth on
the cover page of such Prospectus Supplement. Unless otherwise set forth in the
Prospectus Supplement, the several obligations of the underwriters to purchase
the Offered Bonds will be subject to certain conditions precedent and the
underwriters will be obligated to take and pay for all of the Offered Bonds if
any are taken.

The Mortgage Bonds may be sold directly by the Company or through
agents designated by the Company from time to time. Any agent involved in the
offer or sale of the Offered Bonds will be named, and any commissions payable by
the Company to such agent will be set forth, in an accompanying Prospectus
Supplement. Unless otherwise indicated in such Prospectus Supplement, any such
agent will be acting on a best efforts basis for the period of its appointment.

If so indicated in the Prospectus Supplement, the Company will
authorize underwriters or dealers to solicit offers by certain specified
institutions to purchase Mortgage Bonds from the Company at the public offering
price set forth in the Prospectus Supplement pursuant to delayed delivery
contracts providing for payment and delivery on a specified date in the future.
Such contracts will be subject to those conditions set forth in the Prospectus
Supplement, and the Prospectus Supplement will set forth the commission payable
for solicitation of such contracts.

-22-

63Agents, dealers and underwriters may be entitled, under agreements
entered into with the Company, to indemnification by the Company against certain
civil liabilities, including liabilities under the Securities Act of 1933, as
amended.

The place and time of delivery for the Offered Bonds in respect of
which this Prospectus is delivered are set forth in the accompanying Prospectus
Supplement.

-23-

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Item 14. Other Expenses of Issuance and Distribution.

Filing fees--Securities and Exchange Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ................................................. $ 39,66017,242
Printing and composition of registration statement, prospectus, etc. . . . . . . . . . . . . . . . . . . . . . 60,000........................... 80,000
Services of Trustee and its counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000............................................................ 48,300
Services of Counsel--Winthrop,Counsel - Winthrop, Stimson, Putnam & Roberts
and Richards, Layton & Finger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110,000Roberts....................................... 75,000
Services of accountants--Arthur Andersen LLP. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40,000.................................................. 25,000
Blue Sky fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000
New York Stock Exchange listing fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44,300..................................................................... 15,000
Rating fees:
Moody's Investors Service, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000....................................................... 15,000
Standard & Poor's Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,300......................................................... 10,000
Duff & Phelps.......................................................................... 10,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,740
---------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 405,000
=========.................................................................................. 4,458
-------
Total............................................................................ $300,000
========

All of the above amounts, other than the filing fees, are estimates.

ITEMItem 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.Indemnification of Directors and Officers.

Section 1701.13(E) of Title 17 of Page's Ohio Revised Code
Annotated gives a corporation incorporated under the laws of Ohio power to
indemnify any person who is or has been a director, officer or employee of that
corporation, or of another corporation at the request of that corporation,
against expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with any threatened, pending or
completed action, suit or proceeding, criminal or civil, to which he is or may
be made a party because of being or having been such director, officer or
employee, provided that in connection therewith, such person is determined to
have acted in good faith in what he reasonably believed to be in or not opposed
to the best interest of the corporation of which he is a director, officer or
employee, without reasonable cause, in the case of a criminal matter, to believe
that his conduct was unlawful. The determination as to the conditions precedent
to the permitted indemnification of such person is made by the directors of the
indemnifying corporation acting at a meeting at which, for the purpose, any
director who is a party to or threatened with any such action, suit or
proceeding may not be counted in determining the existence of a quorum and may
not vote. If, because of the foregoing limitations, the directors are unable to
act in this regard, such determination may be made by the majority vote of the
corporation's voting shareholders (or without a meeting upon two-thirds written
consent of such shareholders), by judicial proceeding or by written opinion of
legal counsel not retained by the corporation or any person to be indemnified
during the five years preceding the date of determination.

II-1
64

Section 36 of Ohio EdisonThe Company Company's Code of Regulations provides as
follows:

"The Corporation shall indemnify any person who is or was a
director, officer, employee or agent of the Corporation or any person
who is or has served at the request of the Corporation as a director,
officer, employee, agent or trustee of another corporation, joint
venture, trust or other enterprise (as his heirs, executors and
administrators) against expenses, including attorneys' fees, judgments,
fines and amounts paid in settlement, actually and reasonably incurred
by him by reason of the fact that he is or was such director, officer,
employee, agent or trustee in connection with any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative to the full extent and according to the
procedures and requirements set forth in any applicable law as the same
may be in effect from time to time."

II-1

The following resolution was adopted by the Board of Directors of Ohio Edisonthe
Company on December 15, 1992 and made applicable to this
registration statement at meetings held on March 16, 1993, September 21, 1993
and October 19, 1993:1995:

"RESOLVED, FURTHER: That, in addition to and not in derogation
of any other indemnity that may be available, with respect to the
preparation and filing of registration statement or registration
statements with the Securities and Exchange Commission in connection
with the proposed issuance and sale of the Long-term Indebtedness
and/orlong-term indebtedness, the
Equity Securities and/or preferred stock issued in connection with the
Company's issuance of the Companyany Preferred Stock Note authorized at this
meeting, this Company is hereby authorized and directed to indemnify
and save harmless each and every officer and employee of the Company
executing and preparing any such registration statement in its original
or amended form and every director of the Company who was a director
thereof at the time of the filing of any such registration statement in
its original or amended form, against any and all expenses reasonably
incurred by them or any of them in connection with any action, suit or
proceeding arising out of the preparation, filing or use of any such
registration statement or the related prospectus whether brought under
the Securities Act of 1933 as amended, or under any other applicable
law where such action, suit or proceeding is finally adjudicated in
favor of such director, officer or employee and the time to appeal has
expired;"

Similar indemnity resolutions were adopted with respect to the
Common Stock and various issues of First Mortgage Bonds, Preferred Stock and
Preference Stock currently outstanding.

Section 1701.13(E) of Title 17 of Page's Ohio Revised Code Annotated
provides that the indemnification thereby

II-2
65 permitted shall not be exclusive of
any other rights that directors, officers or employees may have, including
rights under insurance purchased by the corporation. Ohio EdisonThe Company has insurance
covering, subject to certain deductible provisions, its liabilities and expenses
which might arise in connection with its lawful indemnification of its directors
and officers for certain of their liabilities and expenses and also covering,
subject to certain deductible provisions, its officers against certain other
liabilities.

InItem 16. Exhibits.

Exhibit
Number
- -------

(1) - Form of Underwriting Agreement with respect to the Trust Agreement, Ohio Edison Company has agreed to
indemnify the Trustees for, and to hold the Trustees harmless against, any
loss, liability or expense incurred without negligence or bad faith on its
part, arising out of or in connection with the acceptance or administrationNew Bonds
(to be filed by amendment).

(4)(a) - Draft of the form of the New Bonds. The form of the New Bonds
is set forth in the form of Supplemental Indenture, Exhibit
(4)(c) hereto, to which reference is hereby made.

(4)(b) - Form of General Mortgage Indenture and Deed of Trust Agreement, includingto be
dated as of June 1, 1996 between the costsCompany and expensesThe Bank of
defending itself
against any claim or liabilityNew York, as Trustee.

(4)(c) - Form of Supplemental Indenture for New Bonds (to be filed by
amendment).

(4)(d) - Indenture dated as of August 1, 1930 between the Company and
The Bank of New York (as successor to Bankers Trust Company),
as Trustee, as amended and supplemented by Supplemental
Indentures dated as of August 1, 1930, March 3, 1931, November
1, 1935, January 1, 1937, September 1, 1937, June 13, 1939,
August 1, 1974, July 1, 1976, December 1, 1976, and June 15,
1977 (which Indenture and Supplemental Indentures are hereby
incorporated by reference to the following filings in connection withwhich
each has been respectively physically filed: Exhibits B-1,
B-1(a) and B-1(b) in Registration No. 2-1725; Exhibit B-4 in
Registration No. 2-2721; Exhibit B-5 in Registration No.
2-3402; Exhibit B-6 in Form 8-A, File No. 1-2578-B; Exhibit
7(a)-7 in Registration No. 2-5462; Exhibit 2(b) in Form 8-A
dated August 28, 1974, File No. 1-2578; Exhibit 2(b) in Form
8-A dated July 28, 1976, File No. 1-2578; Exhibit 2(b) in Form
8-A dated December 15, 1976, File No. 1-2578; and Exhibit 2(b)
in Form 8-A dated June 27, 1977, File No. 1-2578).

II-2

1978, February 1, 1980, April 15, 1980, June 15, 1980, October
1, 1981, October 15, 1981, February 15, 1982, July 1, 1982,
March 1, 1983, March 1, 1984, September 15, 1984, September
27, 1984, November 8, 1984, December 1, 1984, December 5,
1984, January 30, 1985, February 25, 1985, July 1, 1985,
October 1, 1985, January 15, 1986, May 20, 1986, June 3, 1986,
October 1, 1986, July 15, 1989, August 25, 1989, February 15,
1991, May 1, 1991, May 15, 1991, September 15, 1991, April 1,
1992, June 15, 1992, September 15, 1992, April 1, 1993, June
15, 1993, September 15, 1993, November 15, 1993, April 1,
1995, May 1, 1995 and July 1, 1995. (Physically filed and
designated in Registration No. 2-61146, as Exhibit 2(b)2, in
Registration No. 2-66957, as Exhibits (b)(4) and (b)(5), in
Registration No. 2-68023 as Exhibits (b)(4) and (b)(5), in
Registration No. 2-74059 as Exhibit (4)d, in Registration No.
2-75917 as Exhibits (4)e and (4)f, in Registration No. 2-89360
as Exhibits (4)(d), (4)(e) and (4)(f), in Registration No.
2-92918 as Exhibit (4)(d), in Registration No. 33-2576 as
Exhibits 4(d) and 4(e), in Registration No. 33-8791 as
Exhibits 4(d) and 4(e), in Registration No. 33-29827 as
Exhibits (4)(d) and (4)(e), in Registration No. 33-34663 as
Exhibits (4)(d) and (4)(e), in Registration No. 33-39713 as
Exhibits (4)(d) and (4)(e), in Registration No. 33-45751 as
Exhibits 4(d) and 4(e), in Registration No. 33-48931 as
Exhibits (4)(d) and 4(e), in Registration No. 33-49413 as
Exhibit (4)(d), in Registration No. 33-51139 as Exhibit
(4)(d), in 1994 Form 10-K (File No. 1-2578) as Exhibit (4)(2)
and in 1995 Form 10-K (File No. 1-2578) as Exhibit (4)(2)).

(4)(f) - Form of Supplemental Indenture for Pledged Bonds (to be filed
by amendment).

(5) - Opinion of Counsel.

(12) - Computation of consolidated ratios of earnings to fixed
charges.

(15) - Letter of Arthur Andersen LLP regarding unaudited interim
financial information.

(23)(a) - Consent of Arthur Andersen LLP.

(23)(b) - Consent of Anthony J. Alexander, Esq. (contained in Exhibit 5
hereto).

(24) - Power of Attorney (set forth on the exercise or performancesignature pages of anythe
Registration Statement).

(25) - Statement of its powers or duties hereunder.

II-3
66

ITEM 16. EXHIBITS.

1.1 Form of Underwriting Agreement
4.1 Certificate of Trust of Ohio Edison Financing Trust
4.2 Form of Declaration of Trust of Ohio Edison Financing Trust
4.3 Form of Amended and Restated Trust Agreement of Ohio Edison Financing Trust
4.4 Form of Indenture among Ohio Edison Company, the Issuer and The Bank of New York, as Debenture
Trustee
4.5 Form of Preferred Security (included in Exhibit 4.3)
4.6 Form of Subordinated Debenture (included in Exhibit 4.4)
4.7 Form of Guarantee by Ohio Edison Company and The Bank of New York, as Guarantee Trustee
5.1 Opinion of Richards, Layton & Finger, re: validity of Preferred Securities
5.2 Opinion of Anthony J. Alexander, Esq., Senior Vice President and General Counsel of Ohio Edison
Company, re: validity of Guarantee and Subordinated Debentures
8.1 Opinion of Winthrop, Stimson, Putnam & Roberts re: tax matters
12.1 Computation of Consolidated Ratios of Earnings to Fixed Charges
12.2 Computation of Consolidated Ratios of Earnings to Fixed Charges and Preferred
and Preference Stock Dividend Requirements
15.1 Letter re: Unaudited Interim Financial Information of Arthur Andersen LLP, independent public
accountants
23.1 Consent of Arthur Andersen LLP, independent public accountants
23.2 Consent of Richards, Layton & Finger (included in Exhibit 5.1 above)
23.3 Consent of Anthony J. Alexander, Esq., (included in Exhibit 5.2 above)
23.4 Consent of Winthrop, Stimson, Putnam & Roberts (included in Exhibit 8.1 above)
24.1 Power of Attorney of Ohio Edison Company
25.1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New
York, as Debenture Trustee under the Indenture
25.2 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New
York, as Trustee under the Trust Agreement of the Issuer
25.3 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New
York, as Guarantee Trustee under the Guarantee

II-4
67

ITEMEligibility of Trustee.

Item 17. UNDERTAKINGS.Undertakings.

The undersigned Registrant, Ohio Edison Company,registrant hereby undertakes that, for purposesundertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement: (i) to include any
prospectus required by Section 10(a)(3) of determining any liability under the Securities Act of 1933, as
amended (the "Act"), each filing; (ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Securities and Exchange Commission (the "Commission")
pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; (iii) to include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such registrant's annual reportinformation in the
registration statement; provided, however, that (i) and (ii) do not apply if the
information required to be included in a post-effective amendment is contained
in periodic reports filed with or furnished to the Commission by the registrant
pursuant to Section 13(a)13 or Section 15(d) of the Securities Exchange Act of 1934,
as amended (the "1934 Act"), that are incorporated by reference in the
registration statement.

II-3

(2) That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

(4) That, for purposes of determining any liability under the Act, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the 1934 Act that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(5) Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of each of
the
Registrantsregistrant pursuant to the foregoing provisions, described under Item 15 above, or otherwise, each of the Registrantsregistrant
has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by either of the Registrantsregistrant of expenses incurred or paid by a director,
officer or controlling person of such Registrantthe registrant in the successful defense of anany
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, each
of the Registrantsregistrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

Each of the undersigned registrants hereby undertakes that:

(1) For(6) That for purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrantsregistrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Act shall be deemed to be part of this registration statement as of
the time it was declared effective.

(2) For the purpose(7) That for purposes of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

II-5II-4

68Each of the undersigned directors and officers of the Registrant,
individually as such director and/or officer, hereby makes, constitutes and
appoints H. P. Burg, N. C. Ashcom, J. H. Byington and M. F. Cusick, and each of
them severally, as his true and lawful attorney-in-fact and agent to execute in
his name, place and stead, in any and all capacities, and to file with the
Commission, this registration statement and any and all amendments, including
post-effective amendments, to this registration statement pursuant to the above
undertaking, which amendment may make such other changes in the registration
statement as the registrant deems appropriate.

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OFPursuant to the requirements of the Securities Act of 1933, OHIO EDISON COMPANY CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT
MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORMthe
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO
DULY AUTHORIZED, IN THE CITY OF AKRON AND STATE OF OHIO ON THE 10th DAY OF
AUGUST, 1995.and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, in The City of Akron and State of Ohio on the 5th day of June, 1996.

OHIO EDISON COMPANY

By: /s/ W.R. HOLLAND
-------------------------------------------------------
W.R. Holland
President and Chief Executive Officer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OFPursuant to the requirements of the Securities Act of 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES AND ON THE DATES INDICATED.

NAME TITLE DATE

W.R. Holland
-------------------------
W.R. Holland President and Chief August 10, 1995
Executive Officer and Director
(Principal Executive Officer)

H.P. Burg
-------------------------
H.P. Burg Senior Vice President August 10, 1995
and Director
(Principal Financial
Officer and Principal
Accounting Officer)

Donald C. Blasius*
-------------------------
Donald C. Blasius Director August 10, 1995

Robert H. Carlson*
-------------------------
Robert H. Carlson Director August 10, 1995

Robert M. Carter*
-------------------------
Robert M. Carter Director August 10, 1995

II-6this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

Name Title Date
---- ----- ----

W.R. HOLLAND President and Chief Executive June 5, 1996
- ------------------------ Officer and Director (Principal
(W.R. Holland) Executive Officer)

H.P. BURG Senior Vice President and Director June 5, 1996
- ------------------------ (Principal Financial Officer and
(H.P. Burg) Principal Accounting Officer)

DONALD C. BLASIUS Director June 5, 1996
- ------------------------
(Donald C. Blasius)

ROBERT M. CARTER Director June 5, 1996
- ------------------------
(Robert M. Carter)

CAROL A. CARTWRIGHT Director June 5, 1996
- ------------------------
(Carol A. Cartwright)

R.L. LOUGHHEAD Director June 5, 1996
- ------------------------
(R.L. Loughhead)

RUSSELL W. MAIER Director June 5, 1996
- ------------------------
(Russell W. Maier)

Carol A. Cartwright*
-------------------------
Carol A. Cartwright Director August 10, 1995

R.L. Loughhead*
-------------------------
R.L. Loughhead Director August 10, 1995

Glenn H. Meadows*
-------------------------
Glenn H. Meadows Director August 10, 1995

Paul J. Powers*
-------------------------
Paul J. Powers Director August 10, 1995

Charles W. Rainger*
-------------------------
Charles W. Rainger Director August 10, 1995

George M. Smart*
-------------------------
George M. Smart Director August 10, 1995

Jesse T. Williams, Sr.*
-------------------------
Jesse T. Williams, Sr. Director August 10, 1995

*By: H. P. Burg August 10, 1995
-------------------------
(Attorney-in-fact)

II-7GLENN H. MEADOWS Director June 5, 1996
- ------------------------
(Glenn H. Meadows)

PAUL J. POWERS Director June 5, 1996
- ------------------------
(Paul J. Powers)

CHARLES W. RAINGER Director June 5, 1996
- ------------------------
(Charles W. Rainger)

GEORGE M. SMART Director June 5, 1996
- ------------------------
(George M. Smart)

JESSE T. WILLIAMS, SR. Director June 5, 1996
- ------------------------
(Jesse T. Williams, Sr.)

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
OHIO EDISON FINANCING TRUST CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE
THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY
CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED, IN THE CITY OF AKRON AND STATE OF OHIO
ON THE 10th DAY OF AUGUST, 1995.

OHIO EDISON FINANCING TRUST

By: Ohio Edison, as Depositor

By: T.F. Struck II
----------------------
Name: T. F. Struck II
Title: Assistant Treasurer

II-8

EXHIBIT INDEX

1.1 Form of Underwriting Agreement
4.1 Certificate of Trust of Ohio Edison Financing Trust
4.2 Form of Declaration of Trust of Ohio Edison Financing Trust
4.3 Form of Amended and Restated Trust Agreement of Ohio Edison Financing Trust
4.4 Form of Indenture among Ohio Edison Company, the Issuer and The Bank of New York, as Debenture Trustee
4.5 Form of Preferred Security (included in Exhibit 4.3)
4.6 Form of Subordinated Debenture (included in Exhibit 4.4)
4.7 Form of Guarantee by Ohio Edison Company and The Bank of New York, as Guarantee Trustee
5.1 Opinion of Richards, Layton & Finger, re: validity of Preferred Securities
5.2 Opinion of Anthony J. Alexander, Esq., Senior Vice President and General Counsel of Ohio Edison
Company, re: validity of Guarantee and Subordinated Debentures
8.1 Opinion of Winthrop, Stimson, Putnam & Roberts re: tax matters
12.1 Computation of Consolidated Ratios of Earnings to Fixed Charges
12.2 Computation of Consolidated Ratios of Earnings to Fixed Charges and Preferred
and Preference Stock Dividend Requirements
15.1 Letter re: Unaudited Interim Financial Information of Arthur Andersen LLP, independent public
accountants
23.1 Consent of Arthur Andersen LLP, independent public accountants
23.2 Consent of Richards, Layton & Finger (included in Exhibit 5.1 above)
23.3 Consent of Anthony J. Alexander, Esq. (included in Exhibit 5.2 above)
23.4 Consent of Winthrop, Stimson, Putnam & Roberts (included in Exhibit 8.1 above)
24.1 Power of Attorney of Ohio Edison Company
25.1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York, as
Debenture Trustee under the Indenture
25.2 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York, as
Trustee under the Trust Agreement of the Issuer
25.3 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York, as
Guarantee Trustee under the Guarantee

II-9Exhibit
Number
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(1) - Form of Underwriting Agreement with respect to the New Bonds
(to be filed by amendment).

(4)(a) - Draft of the form of the New Bonds. The form of the New Bonds
is set forth in the form of Supplemental Indenture, Exhibit
(4)(c) hereto, to which reference is hereby made.

(4)(b) - Form of General Mortgage Indenture and Deed of Trust to be
dated as of June 1, 1996 between the Company and The Bank of
New York, as Trustee.

(4)(c) - Form of Supplemental Indenture for New Bonds (to be filed by
amendment).

(4)(d) - Indenture dated as of August 1, 1930 between the Company and
The Bank of New York (as successor to Bankers Trust Company),
as Trustee, as amended and supplemented by Supplemental
Indentures dated as of August 1, 1930, March 3, 1931, November
1, 1935, January 1, 1937, September 1, 1937, June 13, 1939,
August 1, 1974, July 1, 1976, December 1, 1976, and June 15,
1977 (which Indenture and Supplemental Indentures are hereby
incorporated by reference to the following filings in which
each has been respectively physically filed: Exhibits B-1,
B-1(a) and B-1(b) in Registration No. 2-1725; Exhibit B-4 in
Registration No. 2-2721; Exhibit B-5 in Registration No.
2-3402; Exhibit B-6 in Form 8-A, File No. 1-2578-B; Exhibit
7(a)-7 in Registration No. 2-5462; Exhibit 2(b) in Form 8-A
dated August 28, 1974, File No. 1-2578; Exhibit 2(b) in Form
8-A dated July 28, 1976, File No. 1-2578; Exhibit 2(b) in Form
8-A dated December 15, 1976, File No. 1-2578; and Exhibit 2(b)
in Form 8-A dated June 27, 1977, File No. 1-2578).

(4)(e) - Supplemental Indentures dated as of September 1, 1944, April
1, 1945, September 1, 1948, May 1, 1950, January 1, 1954, May
1, 1955, August 1, 1956, March 1, 1958, April 1, 1959, June 1,
1961, September 1, 1969, May 1, 1970, September 1, 1970, June
1, 1971, August 1, 1972, September 1, 1973, May 15, 1978,
February 1, 1980, April 15, 1980, June 15, 1980, October 1,
1981, October 15, 1981, February 15, 1982, July 1, 1982, March
1, 1983, March 1, 1984, September 15, 1984, September 27,
1984, November 8, 1984, December 1, 1984, December 5, 1984,
January 30, 1985, February 25, 1985, July 1, 1985, October 1,
1985, January 15, 1986, May 20, 1986, June 3, 1986, October 1,
1986, July 15, 1989, August 25, 1989, February 15, 1991, May
1, 1991, May 15, 1991, September 15, 1991, April 1, 1992, June
15, 1992, September 15, 1992, April 1, 1993, June 15, 1993,
September 15, 1993, November 15, 1993, April 1, 1995, May 1,
1995 and July 1, 1995. (Physically filed and designated in
Registration No. 2-61146, as Exhibit 2(b)2, in Registration
No. 2-66957, as Exhibits (b)(4) and (b)(5), in Registration
No. 2-68023 as Exhibits (b)(4) and (b)(5), in Registration No.
2-74059 as Exhibit (4)d, in Registration No. 2-75917 as
Exhibits (4)e and (4)f, in Registration No. 2-89360 as
Exhibits (4)(d), (4)(e) and (4)(f), in Registration No.
2-92918 as Exhibit (4)(d), in Registration No. 33-2576 as
Exhibits 4(d) and 4(e), in Registration No. 33-8791 as
Exhibits 4(d) and 4(e), in Registration No. 33-29827 as
Exhibits (4)(d) and (4)(e), in Registration No. 33-34663 as
Exhibits (4)(d) and (4)(e), in Registration No. 33-39713 as
Exhibits (4)(d) and (4)(e), in Registration No. 33-45751 as
Exhibits 4(d) and 4(e), in Registration No. 33-48931 as
Exhibits (4)(d) and 4(e), in Registration No. 33-49413 as
Exhibit (4)(d), in Registration No. 33-51139 as Exhibit
(4)(d), in 1994 Form 10-K (File No. 1-2578) as Exhibit (4)(2)
and in 1995 Form 10-K (File No. 1-2578) as Exhibit (4)(2)).

(4)(f) - Form of Supplemental Indenture for Pledged Bonds (to be filed
by amendment).

(5) - Opinion of Counsel.

(12) - Computation of consolidated ratios of earnings to fixed
charges.

(15) - Letter of Arthur Andersen LLP regarding unaudited interim
financial information.

(23)(a) - Consent of Arthur Andersen LLP.

(23)(b) - Consent of Anthony J. Alexander, Esq. (contained in Exhibit 5
hereto).

(24) - Power of Attorney (set forth on the signature pages of the
Registration Statement).

(25) - Statement of Eligibility of Trustee.