May 26, 1995   



Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.   20549-1004


            Re:   Registration Statement on Form S-8
                  Common Stock -- Equity Compensation Plan

Gentlemen:

There are transmitted herewith for filing with the Commission under the
provisions of the Securities Act of 1933 the following documents in connection
with the registration under the Act of 2,000,000 shares of Common Stock of
Centerior Energy Corporation ("Company") which will be offered through the
Company's Equity Compensation Plan:

     1.  The Registration Statement on Form S-8.

     2.  Exhibits 5, 23(a), 23(b) and 24 to the Registration Statement.

The payment for the registration fee has been wired to the Commission's
lockbox.

All reports required of the Company under the Securities Exchange Act of 1934
and, to the best of the Company's knowledge, required of its officers and
directors under that Act have been filed and such reports are complete.

The Company hereby represents that it meets the conditions specified in items
IA1 and IA2 of the General Instructions to Registration Statement Form S-8.

It is requested that copies of communications in connection with the
Registration Statement be sent to Janis T. Percio, Secretary, Centerior Energy
Corporation, P.O. Box 94661, Cleveland, Ohio  44101-4661.  Also, please do not
hesitate to call me on (216) 447-2312.


                                                Sincerely,



                                                /s/ J. T. Percio             
                                                Janis T. Percio
                                                Secretary


JTP:nms
Enclosures





     As filed with the Securities and Exchange Commission on May 26, 1995

                                                          File No. 33-


                   SECURITIES AND EXCHANGE COMMISSION

                        WASHINGTON, D.C.   20549

                             ________________

                                 FORM S-8

                          REGISTRATION STATEMENT

                                   Under

                        The Securities Act of 1933

                             _________________

                       CENTERIOR ENERGY CORPORATION
          (Exact name of registrant as specified in its charter)

                OHIO                                  34-1479083
   (State or other jurisdiction of         (I.R.S. Employer Identification No.)
    incorporation or organization)

       6200 Oak Tree Boulevard,                          44131
         Independence, Ohio                            (Zip Code)
(Address of principal executive offices)

                       CENTERIOR ENERGY CORPORATION
                         EQUITY COMPENSATION PLAN
                         (Full title of the plan)

                         JANIS T. PERCIO, Secretary
                       Centerior Energy Corporation
                              P.O. Box 94661
                        Cleveland, Ohio  44101-4661
                   (Name and address of agent for service)

                              (216) 447-3100
        (Telephone number, including area code, of agent for service)

                             ________________

                       CALCULATION OF REGISTRATION FEE
 ___________________________________________________________________________
  Title of    |  Amount  |Proposed maximum|Proposed maximum  |   Amount of
 securities to|  to be   | offering price |aggregate offering| registration
 be registered|registered|   per share    |      price       |      fee
 _____________|__________|________________|__________________|______________
 Common Stock,|          |                |                  |     
  without par | 2,000,000|                |                  |    
   value      |  shares  |    $ 8.9375*   |  $17,875,000*    |   $5,585.94
______________|__________|________________|__________________|______________
     
* Estimated solely for the purpose of determining the registration fee and
  based on the average of the high and low sale prices on May 23, 1995. 



PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     Centerior Energy Corporation ("Company") hereby incorporates by reference
in this Registration Statement the following documents heretofore filed with
the Securities and Exchange Commission ("SEC"), pursuant to the Securities
Exchange Act of 1934 ("Exchange Act") to which reference hereby is made:

     1.  The Company's Annual Report on Form 10-K for the year ended December
31, 1994 ("Form 10-K").

     The report of Arthur Andersen LLP on the consolidated financial statements
and schedule of the Company as of December 31, 1994 and for the three years
then ended, included in the Form 10-K and incorporated by reference in this
Registration Statement, includes an explanatory paragraph that describes a
change made in the method of accounting for postretirement benefits other than
pensions in 1993, as discussed in Note 9 to the Company's financial statements.

     2.  The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995.

     3.  The Company's Registration Statement on Form S-3, File No. 33-47231
containing a description of the Company's Common Stock.

     All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be a part hereof
from the date of filing of such documents.

Item 5.  Interests of Named Experts and Counsel

     The legality of the Company's Common Stock and legal matters in connection
with the Centerior Energy Corporation Equity Compensation Plan ("Plan") have
been passed upon for the Plan by Terrence G. Linnert, Mary E. O'Reilly or Kevin
P. Murphy, counsel for the Company.  Mr. Linnert is Vice President of the
Company, Mrs. O'Reilly is Managing Attorney of Centerior Service Company
("Centerior Service") and Mr. Murphy is Senior Corporate Counsel of Centerior
Service.

Item 6.  Indemnification of Directors and Officers

     The Regulations of the Company provide that each person who is or has been
a director or officer of the Company shall be indemnified by the Company
against judgments, penalties, reasonable settlements, legal fees and expenses
arising out of any threatened, pending or completed proceedings of a criminal,
administrative or investigative nature in which he or she may become involved
by reason of his or her relationship to the Company (other than a proceeding
by or on behalf of the Company), but only if he or she is found, by the
disinterested members of the Board of Directors, by independent legal counsel 
or by the share owners, (1) to have acted in good faith and in a manner he or
she reasonably believed to be in, or not opposed to, the best interests of the
Company and (2) in the case of a criminal matter, to have had no reasonable
cause to believe his or her conduct was unlawful.









    In the case of actions brought by or on behalf of the Company against a
director or officer, indemnification is provided only for reasonable legal fees
and expenses and only if it is determined that he or she acted in good faith
and in a manner he or she reasonably believed to be in, or not opposed to, the
best interests of the Company; but if he or she is adjudged to be liable due
to negligence or misconduct, indemnification is provided only if an appropriate
court determines that indemnification is fair and reasonable under the
circumstances.

     Similar indemnification also may be made available by the Company to its
directors and officers, and to a limited extent may be available as a matter
of right to such persons, under Section 1701.13 of the Revised Code of Ohio.

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("Securities Act") may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions or
otherwise, the Company has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Company 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 of whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

     The Company maintains and pays the premium on contracts insuring the
Company (with certain exclusions) against any liability to directors and
officers it may incur under the above indemnity provisions and insuring each
director and officer of the Company (with certain exclusions) against liability
and expense, including legal fees, which he or she may incur by reason of his
or her relationship to the Company, even if the Company does not have the
obligation or right to indemnify him or her against such liability or expense.

Item 8.  Exhibits

     See Exhibit Index and exhibits following.

Item 9.  Undertakings

     (a)  The Company hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement 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
information in the Registration Statement.   

     (2)  That, for the purpose of determining any liability under the
Securities 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.

     (b)  The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the Exchange Act) that is incorporated by reference in this
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.

     (c)  See the fourth paragraph of Item 6 above.






<PAGE>
                                 SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Independence and State of Ohio, on this 26th day of
May, 1995.
                                    CENTERIOR ENERGY CORPORATION
                                    Registrant

                               By   JANIS T. PERCIO                 
                                    Janis T. Percio, Secretary              
                                               

     Pursuant 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 date indicated:

          Signature                             Title                Date

  (i)  Principal executive officer:     Chairman, President }
      *ROBERT J. FARLING                and Chief Executive }
                                        Officer             }
                                                            }  
 (ii)  Principal financial officer:     Vice President      } 
      *GARY R. LEIDICH                                      }
                                                            }
(iii)  Principal accounting officer:    Controller          }
      *E. LYLE PEPIN                                        }
                                                            }
 (iv)  Directors:                                           }
                                                            }
      *RICHARD P. ANDERSON              Director            }
                                                            }
      *ALBERT C. BERSTICKER             Director            }
                                                            }
      *LEIGH CARTER                     Director            }
                                                            }
      *THOMAS A. COMMES                 Director            } May 26, 1995
                                                            }
      *WILLIAM F. CONWAY                Director            }
                                                            }
      *WAYNE R. EMBRY                   Director            }
                                                            }
      *ROBERT J. FARLING                Director            }
                                                            }
      *GEORGE H. KAULL                  Director            }
                                                            }
      *RICHARD A. MILLER                Director            }
                                                            }
      *FRANK E. MOSIER                  Director            }
                                                            }
      *SISTER MARY MARTHE                                   }
         REINHARD, SND                  Director            }
                                                            }
      *ROBERT C. SAVAGE                 Director            }
                                                            }
      *WILLIAM J. WILLIAMS              Director            }

*By  JANIS T. PERCIO                           
     Janis T. Percio, Attorney-in-fact





                                EXHIBIT INDEX




                           Exhibits Filed Herewith


     The following exhibits are filed herewith and made a part hereof:

     Exhibit Number                           Description

          5                          Opinion of counsel for the Company.

         23(a)                       Consent of counsel for the Company --
                                     contained in Exhibit 5.

         23(b)                       Consent of Arthur Andersen LLP.

         24                          Powers of Attorney. 

         99                          Centerior Energy Corporation 
                                     Equity Compensation Plan.



                     Exhibits Incorporated by Reference


     The exhibits listed below have been filed heretofore with the  
     Securities and Exchange Commission pursuant to requirements of the Acts
     administered by the Commission and are incorporated herein by reference
     and made a part hereof.  The exhibit number and file number of such
     documents are stated in parentheses.

     Exhibit Number                           Description

          4(a)                       Amended Articles of Incorporation of 
                                     the Company effective April 29, 1986
                                     (Exhibit 4(a), File No. 33-4790).

          4(b)                       Regulations of the Company, effective 
                                     April 28, 1987 (Exhibit 4(b), Post-
                                     Effective Amendment No. 2, File No. 
                                     33-7550).














                                                     EXHIBIT 5




                                             May 25, 1995



Centerior Energy Corporation
Post Office Box 94661
Cleveland, OH   44101-4661

Gentlemen:

     With reference to the proposed issue and sale of the amount of Common 
Stock (the "Stock") of Centerior Energy Corporation (the "Company") set forth
in the Registration Statement described below pursuant to the Centerior Energy 
Corporation Equity Compensation Plan (the "Plan"), I am acting as counsel for
the Company, and I have examined the following:

     (a)  A copy of the Company's Amended Articles of Incorporation, as amended
to date, as filed with the Secretary of State of Ohio;

     (b)  A copy of the Company's Regulations, certified by the Secretary of the
Company;

     (c)  A form of the certificate representing the Stock;

     (d)  The Registration Statement on Form S-8 relating to the Stock which is 
being filed with the Securities and Exchange Commission on this date and the 
documents incorporated by reference therein (said Registration Statement, 
including said documents incorporated by reference therein, being referred to as
the "Registration Statement");

     (e)  The Prospectus (the "Prospectus") pursuant to Section 10(a) of the 
Securities Act of 1933 (the "Securities Act"), which is part of the Registration
Statement but not filed with the Registration Statement pursuant to Rule 428 
under the Securities Act;

     (f)  A copy of the Plan; and

     (g)  Such other documents and matters as I deem necessary to express this 
opinion.

     Based on the foregoing and such legal considerations as I deem relevant, I
am of the opinion that:

     (1)  The Company is a corporation duly organized and validly existing and 
in good standing under the laws of the State of Ohio, with power to authorize 
the issue and sale of the Stock; and

     (2)  Upon the issuance and sale of the Stock in accordance with the 
Registration Statement when the same shall have become effective, the Stock 
will be legally issued, fully paid and non-assessable.

     The statements as to matters of law and legal conclusions under the 
headings "General Regulation", "Environmental Regulation", "Electric Rates", 
"Title to Property" and "Legal Proceedings" in the Company's Annual Report on
Form 10-K incorporated by reference in the Registration Statement, as 
supplemented by any Quarterly and Current Reports on Forms 10-Q and 8-K,
respectively, which have been incorporated by reference therein, and under 
the heading "Tax Effects" in the Prospectus, and under the heading 
"Indemnification of Directors and Officers" in the Registration Statement, 
have been prepared under my supervision and have been reviewed by me,
and in my opinion such statements as to such matters and conclusions are 
correct.





     I hereby consent (a) to the use of my name in connection with the 
statements as to matters of law and legal conclusions under the headings in 
the documents described in the paragraph immediately preceding, (b) to the 
inclusion in and incorporation by reference into, as the case may be, the 
Prospectus of the statements as to matters of law and legal conclusions referred
to in clause (a) of this sentence and to be contained in any documents hereafter
incorporated by reference into the Prospectus and referred to in such 
documents as having been reviewed by me and (c) to the filing of this opinion
and consent with the Securities and Exchange Commission as an exhibit to the
Registration Statement.




                                             Respectfully submitted,


                                             KEVIN P. MURPHY
                                             Kevin P. Murphy
                                             Counsel for Centerior Energy 
                                                Corporation            












































EXHIBIT 23(b)
                                                                                







                CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS




      As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our report on the
consolidated financial statements and schedule of Centerior Energy
Corporation dated February 17, 1995 included in Centerior Energy
Corporation's Form 10-K for the year ended December 31, 1994 and to all
references to our Firm included in this Registration Statement.






                                                         ARTHUR ANDERSEN LLP
                                                         Arthur Andersen LLP
                                                         









Cleveland, Ohio
May 24, 1995













EXHIBIT 24


                POWER OF ATTORNEY OF DIRECTOR AND/OR OFFICER OF
                         CENTERIOR ENERGY CORPORATION




     The undersigned, being a director or officer or both (as stated under his
or her signature below) of Centerior Energy Corporation, an Ohio corporation
(hereinafter called the "Company"), does hereby constitute and appoint each of
Robert J. Farling, Murray R. Edelman, Fred J. Lange, Jr., Gary R. Leidich,
E. Lyle Pepin, Janis T. Percio, Ronald J. Studeny, Terrence G. Linnert, Mary E.
O'Reilly, Kevin P. Murphy, Michael C. Regulinski and Bruce T. Rosenbaum, as an
attorney of the undersigned with power to act alone for and in the name, place
and stead of the undersigned, with power of substitution and resubstitution, to
sign and file, including electronic filing, on behalf of the undersigned acting
in his or her capacity as such director or officer the Company's Registration
Statement on Form S-8 relating to the Company's Equity Compensation Plan and any
and all amendments, exhibits and supplementary information thereto, with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, with
full power and authority to do and perform any and all acts and things 
whatsoever requisite and necessary to be done in the premises and the 
undersigned hereby ratifies and approves the acts of each such attorney and any 
such substitute or substitutes.

     IN WITNESS WHEREOF, the undersigned hereby has signed his or her name this
1st day of December, 1994.


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
























Signed and acknowledged in the presence of:     SUSAN R. COCCIA          





                POWER OF ATTORNEY OF DIRECTOR AND/OR OFFICER OF
                         CENTERIOR ENERGY CORPORATION




     The undersigned, being a director or officer or both (as stated under his
or her signature below) of Centerior Energy Corporation, an Ohio corporation
(hereinafter called the "Company"), does hereby constitute and appoint each of
Robert J. Farling, Murray R. Edelman, Fred J. Lange, Jr., Gary R. Leidich,
E. Lyle Pepin, Janis T. Percio, Ronald J. Studeny, Terrence G. Linnert, Mary E.
O'Reilly, Kevin P. Murphy, Michael C. Regulinski and Bruce T. Rosenbaum, as an
attorney of the undersigned with power to act alone for and in the name, place
and stead of the undersigned, with power of substitution and resubstitution, to
sign and file, including electronic filing, on behalf of the undersigned acting
in his or her capacity as such director or officer the Company's Registration
Statement on Form S-8 relating to the Company's Equity Compensation Plan and any
and all amendments, exhibits and supplementary information thereto, with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, with
full power and authority to do and perform any and all acts and things 
whatsoever requisite and necessary to be done in the premises and the 
undersigned hereby ratifies and approves the acts of each such attorney and any 
such substitute or substitutes.

     IN WITNESS WHEREOF, the undersigned hereby has signed his or her name this
1st day of December, 1994.


                                                           GARY R. LEIDICH     
                                                           Gary R. Leidich     
                                                         Vice President and
                                                       Chief Financial Officer
























Signed and acknowledged in the presence of:          SUSAN R. COCCIA         







                POWER OF ATTORNEY OF DIRECTOR AND/OR OFFICER OF
                         CENTERIOR ENERGY CORPORATION




     The undersigned, being a director or officer or both (as stated under his
or her signature below) of Centerior Energy Corporation, an Ohio corporation
(hereinafter called the "Company"), does hereby constitute and appoint each of
Robert J. Farling, Murray R. Edelman, Fred J. Lange, Jr., Gary R. Leidich,
E. Lyle Pepin, Janis T. Percio, Ronald J. Studeny, Terrence G. Linnert, Mary E.
O'Reilly, Kevin P. Murphy, Michael C. Regulinski and Bruce T. Rosenbaum, as an
attorney of the undersigned with power to act alone for and in the name, place
and stead of the undersigned, with power of substitution and resubstitution, to
sign and file, including electronic filing, on behalf of the undersigned acting
in his or her capacity as such director or officer the Company's Registration
Statement on Form S-8 relating to the Company's Equity Compensation Plan and any
and all amendments, exhibits and supplementary information thereto, with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, with
full power and authority to do and perform any and all acts and things 
whatsoever requisite and necessary to be done in the premises and the 
undersigned hereby ratifies and approves the acts of each such attorney and any 
such substitute or substitutes.

     IN WITNESS WHEREOF, the undersigned hereby has signed his or her name this
2nd day of December, 1994.



                                                             E. LYLE PEPIN     
                                                             E. Lyle Pepin     
                                                               Controller
























Signed and acknowledged in the presence of:          SUSAN R. COCCIA          







                POWER OF ATTORNEY OF DIRECTOR AND/OR OFFICER OF
                         CENTERIOR ENERGY CORPORATION




     The undersigned, being a director or officer or both (as stated under his
or her signature below) of Centerior Energy Corporation, an Ohio corporation
(hereinafter called the "Company"), does hereby constitute and appoint each of
Robert J. Farling, Murray R. Edelman, Fred J. Lange, Jr., Gary R. Leidich,
E. Lyle Pepin, Janis T. Percio, Ronald J. Studeny, Terrence G. Linnert, Mary E.
O'Reilly, Kevin P. Murphy, Michael C. Regulinski and Bruce T. Rosenbaum, as an
attorney of the undersigned with power to act alone for and in the name, place
and stead of the undersigned, with power of substitution and resubstitution, to
sign and file, including electronic filing, on behalf of the undersigned acting
in his or her capacity as such director or officer the Company's Registration
Statement on Form S-8 relating to the Company's Equity Compensation Plan and any
and all amendments, exhibits and supplementary information thereto, with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, with
full power and authority to do and perform any and all acts and things 
whatsoever requisite and necessary to be done in the premises and the 
undersigned hereby ratifies and approves the acts of each such attorney and any 
such substitute or substitutes.

     IN WITNESS WHEREOF, the undersigned hereby has signed his or her name this
7th day of Dec., 1994.




                                                     RICHARD P. ANDERSON     
                                                     Richard P. Anderson 
                                                           Director























Signed and acknowledged in the presence of:          JOANNE KAPNICK          







                POWER OF ATTORNEY OF DIRECTOR AND/OR OFFICER OF
                         CENTERIOR ENERGY CORPORATION




     The undersigned, being a director or officer or both (as stated under his
or her signature below) of Centerior Energy Corporation, an Ohio corporation
(hereinafter called the "Company"), does hereby constitute and appoint each of
Robert J. Farling, Murray R. Edelman, Fred J. Lange, Jr., Gary R. Leidich,
E. Lyle Pepin, Janis T. Percio, Ronald J. Studeny, Terrence G. Linnert, Mary E.
O'Reilly, Kevin P. Murphy, Michael C. Regulinski and Bruce T. Rosenbaum, as an
attorney of the undersigned with power to act alone for and in the name, place
and stead of the undersigned, with power of substitution and resubstitution, to
sign and file, including electronic filing, on behalf of the undersigned acting
in his or her capacity as such director or officer the Company's Registration
Statement on Form S-8 relating to the Company's Equity Compensation Plan and any
and all amendments, exhibits and supplementary information thereto, with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, with
full power and authority to do and perform any and all acts and things 
whatsoever requisite and necessary to be done in the premises and the 
undersigned hereby ratifies and approves the acts of each such attorney and any 
such substitute or substitutes.

     IN WITNESS WHEREOF, the undersigned hereby has signed his or her name this
5 day of December, 1994.




                                                      A.C. BERSTICKER     
                                                    Albert C. Bersticker
                                                          Director
                          






















Signed and acknowledged in the presence of:          CAROL SIEKANIEC          







                POWER OF ATTORNEY OF DIRECTOR AND/OR OFFICER OF
                         CENTERIOR ENERGY CORPORATION




     The undersigned, being a director or officer or both (as stated under his
or her signature below) of Centerior Energy Corporation, an Ohio corporation
(hereinafter called the "Company"), does hereby constitute and appoint each of
Robert J. Farling, Murray R. Edelman, Fred J. Lange, Jr., Gary R. Leidich,
E. Lyle Pepin, Janis T. Percio, Ronald J. Studeny, Terrence G. Linnert, Mary E.
O'Reilly, Kevin P. Murphy, Michael C. Regulinski and Bruce T. Rosenbaum, as an
attorney of the undersigned with power to act alone for and in the name, place
and stead of the undersigned, with power of substitution and resubstitution, to
sign and file, including electronic filing, on behalf of the undersigned acting
in his or her capacity as such director or officer the Company's Registration
Statement on Form S-8 relating to the Company's Equity Compensation Plan and any
and all amendments, exhibits and supplementary information thereto, with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, with
full power and authority to do and perform any and all acts and things 
whatsoever requisite and necessary to be done in the premises and the 
undersigned hereby ratifies and approves the acts of each such attorney and any 
such substitute or substitutes.

     IN WITNESS WHEREOF, the undersigned hereby has signed his or her name this
6th day of December, 1994.




                                                        LEIGH CARTER     
                                                        Leigh Carter        
                                                          Director  
                          






















Signed and acknowledged in the presence of:        KATHRYN FEDROWISCH        







                POWER OF ATTORNEY OF DIRECTOR AND/OR OFFICER OF
                         CENTERIOR ENERGY CORPORATION




     The undersigned, being a director or officer or both (as stated under his
or her signature below) of Centerior Energy Corporation, an Ohio corporation
(hereinafter called the "Company"), does hereby constitute and appoint each of
Robert J. Farling, Murray R. Edelman, Fred J. Lange, Jr., Gary R. Leidich,
E. Lyle Pepin, Janis T. Percio, Ronald J. Studeny, Terrence G. Linnert, Mary E.
O'Reilly, Kevin P. Murphy, Michael C. Regulinski and Bruce T. Rosenbaum, as an
attorney of the undersigned with power to act alone for and in the name, place
and stead of the undersigned, with power of substitution and resubstitution, to
sign and file, including electronic filing, on behalf of the undersigned acting
in his or her capacity as such director or officer the Company's Registration
Statement on Form S-8 relating to the Company's Equity Compensation Plan and any
and all amendments, exhibits and supplementary information thereto, with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, with
full power and authority to do and perform any and all acts and things 
whatsoever requisite and necessary to be done in the premises and the 
undersigned hereby ratifies and approves the acts of each such attorney and any
such substitute or substitutes.

     IN WITNESS WHEREOF, the undersigned hereby has signed his or her name this
6th day of December, 1994.




                                                     THOMAS A. COMMES     
                                                     Thomas A. Commes    
                                                         Director
                          






















Signed and acknowledged in the presence of:          KATHY SCHILKE          







                POWER OF ATTORNEY OF DIRECTOR AND/OR OFFICER OF
                         CENTERIOR ENERGY CORPORATION




     The undersigned, being a director or officer or both (as stated under his
or her signature below) of Centerior Energy Corporation, an Ohio corporation
(hereinafter called the "Company"), does hereby constitute and appoint each of
Robert J. Farling, Murray R. Edelman, Fred J. Lange, Jr., Gary R. Leidich,
E. Lyle Pepin, Janis T. Percio, Ronald J. Studeny, Terrence G. Linnert, Mary E.
O'Reilly, Kevin P. Murphy, Michael C. Regulinski and Bruce T. Rosenbaum, as an
attorney of the undersigned with power to act alone for and in the name, place
and stead of the undersigned, with power of substitution and resubstitution, to
sign and file, including electronic filing, on behalf of the undersigned acting
in his or her capacity as such director or officer the Company's Registration
Statement on Form S-8 relating to the Company's Equity Compensation Plan and any
and all amendments, exhibits and supplementary information thereto, with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, with
full power and authority to do and perform any and all acts and things 
whatsoever requisite and necessary to be done in the premises and the 
undersigned hereby ratifies and approves the acts of each such attorney and any
such substitute or substitutes.

     IN WITNESS WHEREOF, the undersigned hereby has signed his or her name this
7th day of December, 1994.




                                                     WILLIAM F. CONWAY     
                                                     William F. Conway    
                                                         Director  
                          






















Signed and acknowledged in the presence of:          MARIE V. CONWAY          







                POWER OF ATTORNEY OF DIRECTOR AND/OR OFFICER OF
                         CENTERIOR ENERGY CORPORATION




     The undersigned, being a director or officer or both (as stated under his
or her signature below) of Centerior Energy Corporation, an Ohio corporation
(hereinafter called the "Company"), does hereby constitute and appoint each of
Robert J. Farling, Murray R. Edelman, Fred J. Lange, Jr., Gary R. Leidich,
E. Lyle Pepin, Janis T. Percio, Ronald J. Studeny, Terrence G. Linnert, Mary E.
O'Reilly, Kevin P. Murphy, Michael C. Regulinski and Bruce T. Rosenbaum, as an
attorney of the undersigned with power to act alone for and in the name, place
and stead of the undersigned, with power of substitution and resubstitution, to
sign and file, including electronic filing, on behalf of the undersigned acting
in his or her capacity as such director or officer the Company's Registration
Statement on Form S-8 relating to the Company's Equity Compensation Plan and any
and all amendments, exhibits and supplementary information thereto, with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, with
full power and authority to do and perform any and all acts and things 
whatsoever requisite and necessary to be done in the premises and the 
undersigned hereby ratifies and approves the acts of each such attorney and any
such substitute or substitutes.

     IN WITNESS WHEREOF, the undersigned hereby has signed his or her name this
12th day of December, 1994.




                                                      WAYNE R. EMBRY     
                                                      Wayne R. Embry       
                                                         Director  
                          






















Signed and acknowledged in the presence of:        TERRENCE G. LINNERT        







                POWER OF ATTORNEY OF DIRECTOR AND/OR OFFICER OF
                         CENTERIOR ENERGY CORPORATION




     The undersigned, being a director or officer or both (as stated under his
or her signature below) of Centerior Energy Corporation, an Ohio corporation
(hereinafter called the "Company"), does hereby constitute and appoint each of
Robert J. Farling, Murray R. Edelman, Fred J. Lange, Jr., Gary R. Leidich,
E. Lyle Pepin, Janis T. Percio, Ronald J. Studeny, Terrence G. Linnert, Mary E.
O'Reilly, Kevin P. Murphy, Michael C. Regulinski and Bruce T. Rosenbaum, as an
attorney of the undersigned with power to act alone for and in the name, place
and stead of the undersigned, with power of substitution and resubstitution, to
sign and file, including electronic filing, on behalf of the undersigned acting
in his or her capacity as such director or officer the Company's Registration
Statement on Form S-8 relating to the Company's Equity Compensation Plan and any
and all amendments, exhibits and supplementary information thereto, with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, with
full power and authority to do and perform any and all acts and things 
whatsoever requisite and necessary to be done in the premises and the 
undersigned hereby ratifies and approves the acts of each such attorney and any 
such substitute or substitutes.

     IN WITNESS WHEREOF, the undersigned hereby has signed his or her name this
5 day of Dec., 1994.




                                                         GEORGE H. KAULL       
                                                         George H. Kaull     
                                                            Director























Signed and acknowledged in the presence of:          BARBARA WEBSTER          







                POWER OF ATTORNEY OF DIRECTOR AND/OR OFFICER OF
                         CENTERIOR ENERGY CORPORATION




     The undersigned, being a director or officer or both (as stated under his
or her signature below) of Centerior Energy Corporation, an Ohio corporation
(hereinafter called the "Company"), does hereby constitute and appoint each of
Robert J. Farling, Murray R. Edelman, Fred J. Lange, Jr., Gary R. Leidich,
E. Lyle Pepin, Janis T. Percio, Ronald J. Studeny, Terrence G. Linnert, Mary E.
O'Reilly, Kevin P. Murphy, Michael C. Regulinski and Bruce T. Rosenbaum, as an
attorney of the undersigned with power to act alone for and in the name, place
and stead of the undersigned, with power of substitution and resubstitution, to
sign and file, including electronic filing, on behalf of the undersigned acting
in his or her capacity as such director or officer the Company's Registration
Statement on Form S-8 relating to the Company's Equity Compensation Plan and any
and all amendments, exhibits and supplementary information thereto, with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, with
full power and authority to do and perform any and all acts and things 
whatsoever requisite and necessary to be done in the premises and the 
undersigned hereby ratifies and approves the acts of each such attorney and any
such substitute or substitutes.

     IN WITNESS WHEREOF, the undersigned hereby has signed his or her name this
3 day of Dec., 1994.




                                                      RICHARD A. MILLER     
                                                      Richard A. Miller   
                                                           Director
                          






















Signed and acknowledged in the presence of:        KATHRYN FEDROWISCH        







                POWER OF ATTORNEY OF DIRECTOR AND/OR OFFICER OF
                         CENTERIOR ENERGY CORPORATION




     The undersigned, being a director or officer or both (as stated under his
or her signature below) of Centerior Energy Corporation, an Ohio corporation
(hereinafter called the "Company"), does hereby constitute and appoint each of
Robert J. Farling, Murray R. Edelman, Fred J. Lange, Jr., Gary R. Leidich,
E. Lyle Pepin, Janis T. Percio, Ronald J. Studeny, Terrence G. Linnert, Mary E.
O'Reilly, Kevin P. Murphy, Michael C. Regulinski and Bruce T. Rosenbaum, as an
attorney of the undersigned with power to act alone for and in the name, place
and stead of the undersigned, with power of substitution and resubstitution, to
sign and file, including electronic filing, on behalf of the undersigned acting
in his or her capacity as such director or officer the Company's Registration
Statement on Form S-8 relating to the Company's Equity Compensation Plan and any
and all amendments, exhibits and supplementary information thereto, with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, with
full power and authority to do and perform any and all acts and things 
whatsoever requisite and necessary to be done in the premises and the 
undersigned hereby ratifies and approves the acts of each such attorney and any 
such substitute or substitutes.

     IN WITNESS WHEREOF, the undersigned hereby has signed his or her name this
5th day of December, 1994.




                                                     FRANK E. MOSIER     
                                                     Frank E. Mosier     
                                                         Director  
                          






















Signed and acknowledged in the presence of:     PATRICIA G. CUMBERLAND     







                POWER OF ATTORNEY OF DIRECTOR AND/OR OFFICER OF
                         CENTERIOR ENERGY CORPORATION




     The undersigned, being a director or officer or both (as stated under his
or her signature below) of Centerior Energy Corporation, an Ohio corporation
(hereinafter called the "Company"), does hereby constitute and appoint each of
Robert J. Farling, Murray R. Edelman, Fred J. Lange, Jr., Gary R. Leidich,
E. Lyle Pepin, Janis T. Percio, Ronald J. Studeny, Terrence G. Linnert, Mary E.
O'Reilly, Kevin P. Murphy, Michael C. Regulinski and Bruce T. Rosenbaum, as an
attorney of the undersigned with power to act alone for and in the name, place
and stead of the undersigned, with power of substitution and resubstitution, to
sign and file, including electronic filing, on behalf of the undersigned acting
in his or her capacity as such director or officer the Company's Registration
Statement on Form S-8 relating to the Company's Equity Compensation Plan and any
and all amendments, exhibits and supplementary information thereto, with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, with
full power and authority to do and perform any and all acts and things 
whatsoever requisite and necessary to be done in the premises and the 
undersigned hereby ratifies and approves the acts of each such attorney and any 
such substitute or substitutes.

     IN WITNESS WHEREOF, the undersigned hereby has signed his or her name this 
6 day of December, 1994.




                                           SISTER MARY MARTHE REINHARD, SND   
                                           Sister Mary Marthe Reinhard, SND    
                                                        Director























Signed and acknowledged in the presence of:          HELEN PFENNING          







                POWER OF ATTORNEY OF DIRECTOR AND/OR OFFICER OF
                         CENTERIOR ENERGY CORPORATION




     The undersigned, being a director or officer or both (as stated under his
or her signature below) of Centerior Energy Corporation, an Ohio corporation
(hereinafter called the "Company"), does hereby constitute and appoint each of
Robert J. Farling, Murray R. Edelman, Fred J. Lange, Jr., Gary R. Leidich,
E. Lyle Pepin, Janis T. Percio, Ronald J. Studeny, Terrence G. Linnert, Mary E.
O'Reilly, Kevin P. Murphy, Michael C. Regulinski and Bruce T. Rosenbaum, as an
attorney of the undersigned with power to act alone for and in the name, place
and stead of the undersigned, with power of substitution and resubstitution, to
sign and file, including electronic filing, on behalf of the undersigned acting
in his or her capacity as such director or officer the Company's Registration
Statement on Form S-8 relating to the Company's Equity Compensation Plan and any
and all amendments, exhibits and supplementary information thereto, with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, with
full power and authority to do and perform any and all acts and things 
whatsoever requisite and necessary to be done in the premises and the 
undersigned hereby ratifies and approves the acts of each such attorney and any 
such substitute or substitutes.

     IN WITNESS WHEREOF, the undersigned hereby has signed his or her name this
7th day of December, 1994.




                                                         ROBERT C. SAVAGE     
                                                         Robert C. Savage    
                                                              Director
                          






















Signed and acknowledged in the presence of:          JOYCE E. DANKERT          







                POWER OF ATTORNEY OF DIRECTOR AND/OR OFFICER OF
                         CENTERIOR ENERGY CORPORATION




     The undersigned, being a director or officer or both (as stated under his
or her signature below) of Centerior Energy Corporation, an Ohio corporation
(hereinafter called the "Company"), does hereby constitute and appoint each of
Robert J. Farling, Murray R. Edelman, Fred J. Lange, Jr., Gary R. Leidich,
E. Lyle Pepin, Janis T. Percio, Ronald J. Studeny, Terrence G. Linnert, Mary E.
O'Reilly, Kevin P. Murphy, Michael C. Regulinski and Bruce T. Rosenbaum, as an
attorney of the undersigned with power to act alone for and in the name, place
and stead of the undersigned, with power of substitution and resubstitution, to
sign and file, including electronic filing, on behalf of the undersigned acting
in his or her capacity as such director or officer the Company's Registration
Statement on Form S-8 relating to the Company's Equity Compensation Plan and any
and all amendments, exhibits and supplementary information thereto, with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, with
full power and authority to do and perform any and all acts and things 
whatsoever requisite and necessary to be done in the premises and the 
undersigned hereby ratifies and approves the acts of each such attorney and any
such substitute or substitutes.

     IN WITNESS WHEREOF, the undersigned hereby has signed his or her name this
9th day of Dec., 1994.




                                                  WILLIAM J. WILLIAMS     
                                                  William J. Williams          
                                                       Director
                         






















Signed and acknowledged in the presence of:          SARA J. WILLIAMS
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 49390}]
{"company-data": {"conformed-name": "CENTERIOR ENERGY CORP", "cik": "0000774197", "assigned-sic": "4911", "irs-number": "341479083", "state-of-incorporation": "OH", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-59635", "film-number": "95542869"}, "business-address": {"street1": "6200 OAK TREE BLVD", "city": "INDEPENDENCE", "state": "OH", "zip": "44131", "phone": "2164473100"}, "mail-address": {"street1": "PO BOX 94661", "city": "CLEVELAND", "state": "OH", "zip": "44101-4661"}, "former-company": {"former-conformed-name": "NORTH HOLDING CO /OH/", "date-changed": "19851002"}}
May 26, 1995   

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.   20549-1004

            Re:   Registration Statement on Form S-8
                  Common Stock -- Equity Compensation Plan

Gentlemen:

There are transmitted herewith for filing with the Commission under the
provisions of the Securities Act of 1933 the following documents in connection
with the registration under the Act of 2,000,000 shares of Common Stock of
Centerior Energy Corporation ("Company") which will be offered through the
Company's Equity Compensation Plan:

     1.  The Registration Statement on Form S-8.

     2.  Exhibits 5, 23(a), 23(b) and 24 to the Registration Statement.

The payment for the registration fee has been wired to the Commission's
lockbox.

All reports required of the Company under the Securities Exchange Act of 1934
and, to the best of the Company's knowledge, required of its officers and
directors under that Act have been filed and such reports are complete.

The Company hereby represents that it meets the conditions specified in items
IA1 and IA2 of the General Instructions to Registration Statement Form S-8.

It is requested that copies of communications in connection with the
Registration Statement be sent to Janis T. Percio, Secretary, Centerior Energy
Corporation, P.O. Box 94661, Cleveland, Ohio  44101-4661.  Also, please do not
hesitate to call me on (216) 447-2312.

                                                Sincerely,

                                                /s/ J. T. Percio             
                                                Janis T. Percio
                                                Secretary

JTP:nms
Enclosures

     As filed with the Securities and Exchange Commission on May 26, 1995

                                                          File No. 33-

                   SECURITIES AND EXCHANGE COMMISSION

                        WASHINGTON, D.C.   20549

                             ________________

                                 FORM S-8

                          REGISTRATION STATEMENT

                                   Under

                        The Securities Act of 1933

                             _________________

                       CENTERIOR ENERGY CORPORATION
          (Exact name of registrant as specified in its charter)

                OHIO                                  34-1479083
   (State or other jurisdiction of         (I.R.S. Employer Identification No.)
    incorporation or organization)

       6200 Oak Tree Boulevard,                          44131
         Independence, Ohio                            (Zip Code)
(Address of principal executive offices)

                       CENTERIOR ENERGY CORPORATION
                         EQUITY COMPENSATION PLAN
                         (Full title of the plan)

                         JANIS T. PERCIO, Secretary
                       Centerior Energy Corporation
                              P.O. Box 94661
                        Cleveland, Ohio  44101-4661
                   (Name and address of agent for service)

                              (216) 447-3100
        (Telephone number, including area code, of agent for service)

                             ________________

                       CALCULATION OF REGISTRATION FEE
 ___________________________________________________________________________
  Title of    |  Amount  |Proposed maximum|Proposed maximum  |   Amount of
 securities to|  to be   | offering price |aggregate offering| registration
 be registered|registered|   per share    |      price       |      fee
 _____________|__________|________________|__________________|______________
 Common Stock,|          |                |                  |     
  without par | 2,000,000|                |                  |    
   value      |  shares  |    $ 8.9375*   |  $17,875,000*    |   $5,585.94
______________|__________|________________|__________________|______________
     
* Estimated solely for the purpose of determining the registration fee and
  based on the average of the high and low sale prices on May 23, 1995. 

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     Centerior Energy Corporation ("Company") hereby incorporates by reference
in this Registration Statement the following documents heretofore filed with
the Securities and Exchange Commission ("SEC"), pursuant to the Securities
Exchange Act of 1934 ("Exchange Act") to which reference hereby is made:

     1.  The Company's Annual Report on Form 10-K for the year ended December
31, 1994 ("Form 10-K").

     The report of Arthur Andersen LLP on the consolidated financial statements
and schedule of the Company as of December 31, 1994 and for the three years
then ended, included in the Form 10-K and incorporated by reference in this
Registration Statement, includes an explanatory paragraph that describes a
change made in the method of accounting for postretirement benefits other than
pensions in 1993, as discussed in Note 9 to the Company's financial statements.

     2.  The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995.

     3.  The Company's Registration Statement on Form S-3, File No. 33-47231
containing a description of the Company's Common Stock.

     All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be a part hereof
from the date of filing of such documents.

Item 5.  Interests of Named Experts and Counsel

     The legality of the Company's Common Stock and legal matters in connection
with the Centerior Energy Corporation Equity Compensation Plan ("Plan") have
been passed upon for the Plan by Terrence G. Linnert, Mary E. O'Reilly or Kevin
P. Murphy, counsel for the Company.  Mr. Linnert is Vice President of the
Company, Mrs. O'Reilly is Managing Attorney of Centerior Service Company
("Centerior Service") and Mr. Murphy is Senior Corporate Counsel of Centerior
Service.

Item 6.  Indemnification of Directors and Officers

     The Regulations of the Company provide that each person who is or has been
a director or officer of the Company shall be indemnified by the Company
against judgments, penalties, reasonable settlements, legal fees and expenses
arising out of any threatened, pending or completed proceedings of a criminal,
administrative or investigative nature in which he or she may become involved
by reason of his or her relationship to the Company (other than a proceeding
by or on behalf of the Company), but only if he or she is found, by the
disinterested members of the Board of Directors, by independent legal counsel 
or by the share owners, (1) to have acted in good faith and in a manner he or
she reasonably believed to be in, or not opposed to, the best interests of the
Company and (2) in the case of a criminal matter, to have had no reasonable
cause to believe his or her conduct was unlawful.

    In the case of actions brought by or on behalf of the Company against a
director or officer, indemnification is provided only for reasonable legal fees
and expenses and only if it is determined that he or she acted in good faith
and in a manner he or she reasonably believed to be in, or not opposed to, the
best interests of the Company; but if he or she is adjudged to be liable due
to negligence or misconduct, indemnification is provided only if an appropriate
court determines that indemnification is fair and reasonable under the
circumstances.

     Similar indemnification also may be made available by the Company to its
directors and officers, and to a limited extent may be available as a matter
of right to such persons, under Section 1701.13 of the Revised Code of Ohio.

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("Securities Act") may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions or
otherwise, the Company has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Company 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 of whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

     The Company maintains and pays the premium on contracts insuring the
Company (with certain exclusions) against any liability to directors and
officers it may incur under the above indemnity provisions and insuring each
director and officer of the Company (with certain exclusions) against liability
and expense, including legal fees, which he or she may incur by reason of his
or her relationship to the Company, even if the Company does not have the
obligation or right to indemnify him or her against such liability or expense.

Item 8.  Exhibits

     See Exhibit Index and exhibits following.

Item 9.  Undertakings

     (a)  The Company hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement 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
information in the Registration Statement.   

     (2)  That, for the purpose of determining any liability under the
Securities 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.

     (b)  The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the Exchange Act) that is incorporated by reference in this
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.

     (c)  See the fourth paragraph of Item 6 above.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Independence and State of Ohio, on this 26th day of
May, 1995.
                                    CENTERIOR ENERGY CORPORATION
                                    Registrant

                               By   JANIS T. PERCIO                 
                                    Janis T. Percio, Secretary              
                                               

     Pursuant 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 date indicated:

          Signature                             Title                Date

  (i)  Principal executive officer:     Chairman, President }
      *ROBERT J. FARLING                and Chief Executive }
                                        Officer             }
                                                            }  
 (ii)  Principal financial officer:     Vice President      } 
      *GARY R. LEIDICH                                      }
                                                            }
(iii)  Principal accounting officer:    Controller          }
      *E. LYLE PEPIN                                        }
                                                            }
 (iv)  Directors:                                           }
                                                            }
      *RICHARD P. ANDERSON              Director            }
                                                            }
      *ALBERT C. BERSTICKER             Director            }
                                                            }
      *LEIGH CARTER                     Director            }
                                                            }
      *THOMAS A. COMMES                 Director            } May 26, 1995
                                                            }
      *WILLIAM F. CONWAY                Director            }
                                                            }
      *WAYNE R. EMBRY                   Director            }
                                                            }
      *ROBERT J. FARLING                Director            }
                                                            }
      *GEORGE H. KAULL                  Director            }
                                                            }
      *RICHARD A. MILLER                Director            }
                                                            }
      *FRANK E. MOSIER                  Director            }
                                                            }
      *SISTER MARY MARTHE                                   }
         REINHARD, SND                  Director            }
                                                            }
      *ROBERT C. SAVAGE                 Director            }
                                                            }
      *WILLIAM J. WILLIAMS              Director            }

*By  JANIS T. PERCIO                           
     Janis T. Percio, Attorney-in-fact

                                EXHIBIT INDEX

                           Exhibits Filed Herewith

     The following exhibits are filed herewith and made a part hereof:

     Exhibit Number                           Description

          5                          Opinion of counsel for the Company.

         23(a)                       Consent of counsel for the Company --
                                     contained in Exhibit 5.

         23(b)                       Consent of Arthur Andersen LLP.

         24                          Powers of Attorney. 

         99                          Centerior Energy Corporation 
                                     Equity Compensation Plan.

                     Exhibits Incorporated by Reference

     The exhibits listed below have been filed heretofore with the  
     Securities and Exchange Commission pursuant to requirements of the Acts
     administered by the Commission and are incorporated herein by reference
     and made a part hereof.  The exhibit number and file number of such
     documents are stated in parentheses.

     Exhibit Number                           Description

          4(a)                       Amended Articles of Incorporation of 
                                     the Company effective April 29, 1986
                                     (Exhibit 4(a), File No. 33-4790).

          4(b)                       Regulations of the Company, effective 
                                     April 28, 1987 (Exhibit 4(b), Post-
                                     Effective Amendment No. 2, File No. 
                                     33-7550).

                                                     EXHIBIT 5

                                             May 25, 1995

Centerior Energy Corporation
Post Office Box 94661
Cleveland, OH   44101-4661

Gentlemen:

     With reference to the proposed issue and sale of the amount of Common 
Stock (the "Stock") of Centerior Energy Corporation (the "Company") set forth
in the Registration Statement described below pursuant to the Centerior Energy 
Corporation Equity Compensation Plan (the "Plan"), I am acting as counsel for
the Company, and I have examined the following:

     (a)  A copy of the Company's Amended Articles of Incorporation, as amended
to date, as filed with the Secretary of State of Ohio;

     (b)  A copy of the Company's Regulations, certified by the Secretary of the
Company;

     (c)  A form of the certificate representing the Stock;

     (d)  The Registration Statement on Form S-8 relating to the Stock which is 
being filed with the Securities and Exchange Commission on this date and the 
documents incorporated by reference therein (said Registration Statement, 
including said documents incorporated by reference therein, being referred to as
the "Registration Statement");

     (e)  The Prospectus (the "Prospectus") pursuant to Section 10(a) of the 
Securities Act of 1933 (the "Securities Act"), which is part of the Registration
Statement but not filed with the Registration Statement pursuant to Rule 428 
under the Securities Act;

     (f)  A copy of the Plan; and

     (g)  Such other documents and matters as I deem necessary to express this 
opinion.

     Based on the foregoing and such legal considerations as I deem relevant, I
am of the opinion that:

     (1)  The Company is a corporation duly organized and validly existing and 
in good standing under the laws of the State of Ohio, with power to authorize 
the issue and sale of the Stock; and

     (2)  Upon the issuance and sale of the Stock in accordance with the 
Registration Statement when the same shall have become effective, the Stock 
will be legally issued, fully paid and non-assessable.

     The statements as to matters of law and legal conclusions under the 
headings "General Regulation", "Environmental Regulation", "Electric Rates", 
"Title to Property" and "Legal Proceedings" in the Company's Annual Report on
Form 10-K incorporated by reference in the Registration Statement, as 
supplemented by any Quarterly and Current Reports on Forms 10-Q and 8-K,
respectively, which have been incorporated by reference therein, and under 
the heading "Tax Effects" in the Prospectus, and under the heading 
"Indemnification of Directors and Officers" in the Registration Statement, 
have been prepared under my supervision and have been reviewed by me,
and in my opinion such statements as to such matters and conclusions are 
correct.

     I hereby consent (a) to the use of my name in connection with the 
statements as to matters of law and legal conclusions under the headings in 
the documents described in the paragraph immediately preceding, (b) to the 
inclusion in and incorporation by reference into, as the case may be, the 
Prospectus of the statements as to matters of law and legal conclusions referred
to in clause (a) of this sentence and to be contained in any documents hereafter
incorporated by reference into the Prospectus and referred to in such 
documents as having been reviewed by me and (c) to the filing of this opinion
and consent with the Securities and Exchange Commission as an exhibit to the
Registration Statement.

                                             Respectfully submitted,

                                             KEVIN P. MURPHY
                                             Kevin P. Murphy
                                             Counsel for Centerior Energy 
                                                Corporation            

EXHIBIT 23(b)
                                                                                

                CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

      As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our report on the
consolidated financial statements and schedule of Centerior Energy
Corporation dated February 17, 1995 included in Centerior Energy
Corporation's Form 10-K for the year ended December 31, 1994 and to all
references to our Firm included in this Registration Statement.

                                                         ARTHUR ANDERSEN LLP
                                                         Arthur Andersen LLP
                                                         

Cleveland, Ohio
May 24, 1995

EXHIBIT 24

                POWER OF ATTORNEY OF DIRECTOR AND/OR OFFICER OF
                         CENTERIOR ENERGY CORPORATION

     The undersigned, being a director or officer or both (as stated under his
or her signature below) of Centerior Energy Corporation, an Ohio corporation
(hereinafter called the "Company"), does hereby constitute and appoint each of
Robert J. Farling, Murray R. Edelman, Fred J. Lange, Jr., Gary R. Leidich,
E. Lyle Pepin, Janis T. Percio, Ronald J. Studeny, Terrence G. Linnert, Mary E.
O'Reilly, Kevin P. Murphy, Michael C. Regulinski and Bruce T. Rosenbaum, as an
attorney of the undersigned with power to act alone for and in the name, place
and stead of the undersigned, with power of substitution and resubstitution, to
sign and file, including electronic filing, on behalf of the undersigned acting
in his or her capacity as such director or officer the Company's Registration
Statement on Form S-8 relating to the Company's Equity Compensation Plan and any
and all amendments, exhibits and supplementary information thereto, with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, with
full power and authority to do and perform any and all acts and things 
whatsoever requisite and necessary to be done in the premises and the 
undersigned hereby ratifies and approves the acts of each such attorney and any 
such substitute or substitutes.

     IN WITNESS WHEREOF, the undersigned hereby has signed his or her name this
1st day of December, 1994.

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

Signed and acknowledged in the presence of:     SUSAN R. COCCIA          

                POWER OF ATTORNEY OF DIRECTOR AND/OR OFFICER OF
                         CENTERIOR ENERGY CORPORATION

     The undersigned, being a director or officer or both (as stated under his
or her signature below) of Centerior Energy Corporation, an Ohio corporation
(hereinafter called the "Company"), does hereby constitute and appoint each of
Robert J. Farling, Murray R. Edelman, Fred J. Lange, Jr., Gary R. Leidich,
E. Lyle Pepin, Janis T. Percio, Ronald J. Studeny, Terrence G. Linnert, Mary E.
O'Reilly, Kevin P. Murphy, Michael C. Regulinski and Bruce T. Rosenbaum, as an
attorney of the undersigned with power to act alone for and in the name, place
and stead of the undersigned, with power of substitution and resubstitution, to
sign and file, including electronic filing, on behalf of the undersigned acting
in his or her capacity as such director or officer the Company's Registration
Statement on Form S-8 relating to the Company's Equity Compensation Plan and any
and all amendments, exhibits and supplementary information thereto, with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, with
full power and authority to do and perform any and all acts and things 
whatsoever requisite and necessary to be done in the premises and the 
undersigned hereby ratifies and approves the acts of each such attorney and any 
such substitute or substitutes.

     IN WITNESS WHEREOF, the undersigned hereby has signed his or her name this
1st day of December, 1994.

                                                           GARY R. LEIDICH     
                                                           Gary R. Leidich     
                                                         Vice President and
                                                       Chief Financial Officer

Signed and acknowledged in the presence of:          SUSAN R. COCCIA         

                POWER OF ATTORNEY OF DIRECTOR AND/OR OFFICER OF
                         CENTERIOR ENERGY CORPORATION

     The undersigned, being a director or officer or both (as stated under his
or her signature below) of Centerior Energy Corporation, an Ohio corporation
(hereinafter called the "Company"), does hereby constitute and appoint each of
Robert J. Farling, Murray R. Edelman, Fred J. Lange, Jr., Gary R. Leidich,
E. Lyle Pepin, Janis T. Percio, Ronald J. Studeny, Terrence G. Linnert, Mary E.
O'Reilly, Kevin P. Murphy, Michael C. Regulinski and Bruce T. Rosenbaum, as an
attorney of the undersigned with power to act alone for and in the name, place
and stead of the undersigned, with power of substitution and resubstitution, to
sign and file, including electronic filing, on behalf of the undersigned acting
in his or her capacity as such director or officer the Company's Registration
Statement on Form S-8 relating to the Company's Equity Compensation Plan and any
and all amendments, exhibits and supplementary information thereto, with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, with
full power and authority to do and perform any and all acts and things 
whatsoever requisite and necessary to be done in the premises and the 
undersigned hereby ratifies and approves the acts of each such attorney and any 
such substitute or substitutes.

     IN WITNESS WHEREOF, the undersigned hereby has signed his or her name this
2nd day of December, 1994.

                                                             E. LYLE PEPIN     
                                                             E. Lyle Pepin     
                                                               Controller

Signed and acknowledged in the presence of:          SUSAN R. COCCIA          

                POWER OF ATTORNEY OF DIRECTOR AND/OR OFFICER OF
                         CENTERIOR ENERGY CORPORATION

     The undersigned, being a director or officer or both (as stated under his
or her signature below) of Centerior Energy Corporation, an Ohio corporation
(hereinafter called the "Company"), does hereby constitute and appoint each of
Robert J. Farling, Murray R. Edelman, Fred J. Lange, Jr., Gary R. Leidich,
E. Lyle Pepin, Janis T. Percio, Ronald J. Studeny, Terrence G. Linnert, Mary E.
O'Reilly, Kevin P. Murphy, Michael C. Regulinski and Bruce T. Rosenbaum, as an
attorney of the undersigned with power to act alone for and in the name, place
and stead of the undersigned, with power of substitution and resubstitution, to
sign and file, including electronic filing, on behalf of the undersigned acting
in his or her capacity as such director or officer the Company's Registration
Statement on Form S-8 relating to the Company's Equity Compensation Plan and any
and all amendments, exhibits and supplementary information thereto, with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, with
full power and authority to do and perform any and all acts and things 
whatsoever requisite and necessary to be done in the premises and the 
undersigned hereby ratifies and approves the acts of each such attorney and any 
such substitute or substitutes.

     IN WITNESS WHEREOF, the undersigned hereby has signed his or her name this
7th day of Dec., 1994.

                                                     RICHARD P. ANDERSON     
                                                     Richard P. Anderson 
                                                           Director

Signed and acknowledged in the presence of:          JOANNE KAPNICK          

                POWER OF ATTORNEY OF DIRECTOR AND/OR OFFICER OF
                         CENTERIOR ENERGY CORPORATION

     The undersigned, being a director or officer or both (as stated under his
or her signature below) of Centerior Energy Corporation, an Ohio corporation
(hereinafter called the "Company"), does hereby constitute and appoint each of
Robert J. Farling, Murray R. Edelman, Fred J. Lange, Jr., Gary R. Leidich,
E. Lyle Pepin, Janis T. Percio, Ronald J. Studeny, Terrence G. Linnert, Mary E.
O'Reilly, Kevin P. Murphy, Michael C. Regulinski and Bruce T. Rosenbaum, as an
attorney of the undersigned with power to act alone for and in the name, place
and stead of the undersigned, with power of substitution and resubstitution, to
sign and file, including electronic filing, on behalf of the undersigned acting
in his or her capacity as such director or officer the Company's Registration
Statement on Form S-8 relating to the Company's Equity Compensation Plan and any
and all amendments, exhibits and supplementary information thereto, with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, with
full power and authority to do and perform any and all acts and things 
whatsoever requisite and necessary to be done in the premises and the 
undersigned hereby ratifies and approves the acts of each such attorney and any 
such substitute or substitutes.

     IN WITNESS WHEREOF, the undersigned hereby has signed his or her name this
5 day of December, 1994.

                                                      A.C. BERSTICKER     
                                                    Albert C. Bersticker
                                                          Director
                          

Signed and acknowledged in the presence of:          CAROL SIEKANIEC          

                POWER OF ATTORNEY OF DIRECTOR AND/OR OFFICER OF
                         CENTERIOR ENERGY CORPORATION

     The undersigned, being a director or officer or both (as stated under his
or her signature below) of Centerior Energy Corporation, an Ohio corporation
(hereinafter called the "Company"), does hereby constitute and appoint each of
Robert J. Farling, Murray R. Edelman, Fred J. Lange, Jr., Gary R. Leidich,
E. Lyle Pepin, Janis T. Percio, Ronald J. Studeny, Terrence G. Linnert, Mary E.
O'Reilly, Kevin P. Murphy, Michael C. Regulinski and Bruce T. Rosenbaum, as an
attorney of the undersigned with power to act alone for and in the name, place
and stead of the undersigned, with power of substitution and resubstitution, to
sign and file, including electronic filing, on behalf of the undersigned acting
in his or her capacity as such director or officer the Company's Registration
Statement on Form S-8 relating to the Company's Equity Compensation Plan and any
and all amendments, exhibits and supplementary information thereto, with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, with
full power and authority to do and perform any and all acts and things 
whatsoever requisite and necessary to be done in the premises and the 
undersigned hereby ratifies and approves the acts of each such attorney and any 
such substitute or substitutes.

     IN WITNESS WHEREOF, the undersigned hereby has signed his or her name this
6th day of December, 1994.

                                                        LEIGH CARTER     
                                                        Leigh Carter        
                                                          Director  
                          

Signed and acknowledged in the presence of:        KATHRYN FEDROWISCH        

                POWER OF ATTORNEY OF DIRECTOR AND/OR OFFICER OF
                         CENTERIOR ENERGY CORPORATION

     The undersigned, being a director or officer or both (as stated under his
or her signature below) of Centerior Energy Corporation, an Ohio corporation
(hereinafter called the "Company"), does hereby constitute and appoint each of
Robert J. Farling, Murray R. Edelman, Fred J. Lange, Jr., Gary R. Leidich,
E. Lyle Pepin, Janis T. Percio, Ronald J. Studeny, Terrence G. Linnert, Mary E.
O'Reilly, Kevin P. Murphy, Michael C. Regulinski and Bruce T. Rosenbaum, as an
attorney of the undersigned with power to act alone for and in the name, place
and stead of the undersigned, with power of substitution and resubstitution, to
sign and file, including electronic filing, on behalf of the undersigned acting
in his or her capacity as such director or officer the Company's Registration
Statement on Form S-8 relating to the Company's Equity Compensation Plan and any
and all amendments, exhibits and supplementary information thereto, with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, with
full power and authority to do and perform any and all acts and things 
whatsoever requisite and necessary to be done in the premises and the 
undersigned hereby ratifies and approves the acts of each such attorney and any
such substitute or substitutes.

     IN WITNESS WHEREOF, the undersigned hereby has signed his or her name this
6th day of December, 1994.

                                                     THOMAS A. COMMES     
                                                     Thomas A. Commes    
                                                         Director
                          

Signed and acknowledged in the presence of:          KATHY SCHILKE          

                POWER OF ATTORNEY OF DIRECTOR AND/OR OFFICER OF
                         CENTERIOR ENERGY CORPORATION

     The undersigned, being a director or officer or both (as stated under his
or her signature below) of Centerior Energy Corporation, an Ohio corporation
(hereinafter called the "Company"), does hereby constitute and appoint each of
Robert J. Farling, Murray R. Edelman, Fred J. Lange, Jr., Gary R. Leidich,
E. Lyle Pepin, Janis T. Percio, Ronald J. Studeny, Terrence G. Linnert, Mary E.
O'Reilly, Kevin P. Murphy, Michael C. Regulinski and Bruce T. Rosenbaum, as an
attorney of the undersigned with power to act alone for and in the name, place
and stead of the undersigned, with power of substitution and resubstitution, to
sign and file, including electronic filing, on behalf of the undersigned acting
in his or her capacity as such director or officer the Company's Registration
Statement on Form S-8 relating to the Company's Equity Compensation Plan and any
and all amendments, exhibits and supplementary information thereto, with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, with
full power and authority to do and perform any and all acts and things 
whatsoever requisite and necessary to be done in the premises and the 
undersigned hereby ratifies and approves the acts of each such attorney and any
such substitute or substitutes.

     IN WITNESS WHEREOF, the undersigned hereby has signed his or her name this
7th day of December, 1994.

                                                     WILLIAM F. CONWAY     
                                                     William F. Conway    
                                                         Director  
                          

Signed and acknowledged in the presence of:          MARIE V. CONWAY          

                POWER OF ATTORNEY OF DIRECTOR AND/OR OFFICER OF
                         CENTERIOR ENERGY CORPORATION

     The undersigned, being a director or officer or both (as stated under his
or her signature below) of Centerior Energy Corporation, an Ohio corporation
(hereinafter called the "Company"), does hereby constitute and appoint each of
Robert J. Farling, Murray R. Edelman, Fred J. Lange, Jr., Gary R. Leidich,
E. Lyle Pepin, Janis T. Percio, Ronald J. Studeny, Terrence G. Linnert, Mary E.
O'Reilly, Kevin P. Murphy, Michael C. Regulinski and Bruce T. Rosenbaum, as an
attorney of the undersigned with power to act alone for and in the name, place
and stead of the undersigned, with power of substitution and resubstitution, to
sign and file, including electronic filing, on behalf of the undersigned acting
in his or her capacity as such director or officer the Company's Registration
Statement on Form S-8 relating to the Company's Equity Compensation Plan and any
and all amendments, exhibits and supplementary information thereto, with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, with
full power and authority to do and perform any and all acts and things 
whatsoever requisite and necessary to be done in the premises and the 
undersigned hereby ratifies and approves the acts of each such attorney and any
such substitute or substitutes.

     IN WITNESS WHEREOF, the undersigned hereby has signed his or her name this
12th day of December, 1994.

                                                      WAYNE R. EMBRY     
                                                      Wayne R. Embry       
                                                         Director  
                          

Signed and acknowledged in the presence of:        TERRENCE G. LINNERT        

                POWER OF ATTORNEY OF DIRECTOR AND/OR OFFICER OF
                         CENTERIOR ENERGY CORPORATION

     The undersigned, being a director or officer or both (as stated under his
or her signature below) of Centerior Energy Corporation, an Ohio corporation
(hereinafter called the "Company"), does hereby constitute and appoint each of
Robert J. Farling, Murray R. Edelman, Fred J. Lange, Jr., Gary R. Leidich,
E. Lyle Pepin, Janis T. Percio, Ronald J. Studeny, Terrence G. Linnert, Mary E.
O'Reilly, Kevin P. Murphy, Michael C. Regulinski and Bruce T. Rosenbaum, as an
attorney of the undersigned with power to act alone for and in the name, place
and stead of the undersigned, with power of substitution and resubstitution, to
sign and file, including electronic filing, on behalf of the undersigned acting
in his or her capacity as such director or officer the Company's Registration
Statement on Form S-8 relating to the Company's Equity Compensation Plan and any
and all amendments, exhibits and supplementary information thereto, with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, with
full power and authority to do and perform any and all acts and things 
whatsoever requisite and necessary to be done in the premises and the 
undersigned hereby ratifies and approves the acts of each such attorney and any 
such substitute or substitutes.

     IN WITNESS WHEREOF, the undersigned hereby has signed his or her name this
5 day of Dec., 1994.

                                                         GEORGE H. KAULL       
                                                         George H. Kaull     
                                                            Director

Signed and acknowledged in the presence of:          BARBARA WEBSTER          

                POWER OF ATTORNEY OF DIRECTOR AND/OR OFFICER OF
                         CENTERIOR ENERGY CORPORATION

     The undersigned, being a director or officer or both (as stated under his
or her signature below) of Centerior Energy Corporation, an Ohio corporation
(hereinafter called the "Company"), does hereby constitute and appoint each of
Robert J. Farling, Murray R. Edelman, Fred J. Lange, Jr., Gary R. Leidich,
E. Lyle Pepin, Janis T. Percio, Ronald J. Studeny, Terrence G. Linnert, Mary E.
O'Reilly, Kevin P. Murphy, Michael C. Regulinski and Bruce T. Rosenbaum, as an
attorney of the undersigned with power to act alone for and in the name, place
and stead of the undersigned, with power of substitution and resubstitution, to
sign and file, including electronic filing, on behalf of the undersigned acting
in his or her capacity as such director or officer the Company's Registration
Statement on Form S-8 relating to the Company's Equity Compensation Plan and any
and all amendments, exhibits and supplementary information thereto, with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, with
full power and authority to do and perform any and all acts and things 
whatsoever requisite and necessary to be done in the premises and the 
undersigned hereby ratifies and approves the acts of each such attorney and any
such substitute or substitutes.

     IN WITNESS WHEREOF, the undersigned hereby has signed his or her name this
3 day of Dec., 1994.

                                                      RICHARD A. MILLER     
                                                      Richard A. Miller   
                                                           Director
                          

Signed and acknowledged in the presence of:        KATHRYN FEDROWISCH        

                POWER OF ATTORNEY OF DIRECTOR AND/OR OFFICER OF
                         CENTERIOR ENERGY CORPORATION

     The undersigned, being a director or officer or both (as stated under his
or her signature below) of Centerior Energy Corporation, an Ohio corporation
(hereinafter called the "Company"), does hereby constitute and appoint each of
Robert J. Farling, Murray R. Edelman, Fred J. Lange, Jr., Gary R. Leidich,
E. Lyle Pepin, Janis T. Percio, Ronald J. Studeny, Terrence G. Linnert, Mary E.
O'Reilly, Kevin P. Murphy, Michael C. Regulinski and Bruce T. Rosenbaum, as an
attorney of the undersigned with power to act alone for and in the name, place
and stead of the undersigned, with power of substitution and resubstitution, to
sign and file, including electronic filing, on behalf of the undersigned acting
in his or her capacity as such director or officer the Company's Registration
Statement on Form S-8 relating to the Company's Equity Compensation Plan and any
and all amendments, exhibits and supplementary information thereto, with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, with
full power and authority to do and perform any and all acts and things 
whatsoever requisite and necessary to be done in the premises and the 
undersigned hereby ratifies and approves the acts of each such attorney and any 
such substitute or substitutes.

     IN WITNESS WHEREOF, the undersigned hereby has signed his or her name this
5th day of December, 1994.

                                                     FRANK E. MOSIER     
                                                     Frank E. Mosier     
                                                         Director  
                          

Signed and acknowledged in the presence of:     PATRICIA G. CUMBERLAND     

                POWER OF ATTORNEY OF DIRECTOR AND/OR OFFICER OF
                         CENTERIOR ENERGY CORPORATION

     The undersigned, being a director or officer or both (as stated under his
or her signature below) of Centerior Energy Corporation, an Ohio corporation
(hereinafter called the "Company"), does hereby constitute and appoint each of
Robert J. Farling, Murray R. Edelman, Fred J. Lange, Jr., Gary R. Leidich,
E. Lyle Pepin, Janis T. Percio, Ronald J. Studeny, Terrence G. Linnert, Mary E.
O'Reilly, Kevin P. Murphy, Michael C. Regulinski and Bruce T. Rosenbaum, as an
attorney of the undersigned with power to act alone for and in the name, place
and stead of the undersigned, with power of substitution and resubstitution, to
sign and file, including electronic filing, on behalf of the undersigned acting
in his or her capacity as such director or officer the Company's Registration
Statement on Form S-8 relating to the Company's Equity Compensation Plan and any
and all amendments, exhibits and supplementary information thereto, with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, with
full power and authority to do and perform any and all acts and things 
whatsoever requisite and necessary to be done in the premises and the 
undersigned hereby ratifies and approves the acts of each such attorney and any 
such substitute or substitutes.

     IN WITNESS WHEREOF, the undersigned hereby has signed his or her name this 
6 day of December, 1994.

                                           SISTER MARY MARTHE REINHARD, SND   
                                           Sister Mary Marthe Reinhard, SND    
                                                        Director

Signed and acknowledged in the presence of:          HELEN PFENNING          

                POWER OF ATTORNEY OF DIRECTOR AND/OR OFFICER OF
                         CENTERIOR ENERGY CORPORATION

     The undersigned, being a director or officer or both (as stated under his
or her signature below) of Centerior Energy Corporation, an Ohio corporation
(hereinafter called the "Company"), does hereby constitute and appoint each of
Robert J. Farling, Murray R. Edelman, Fred J. Lange, Jr., Gary R. Leidich,
E. Lyle Pepin, Janis T. Percio, Ronald J. Studeny, Terrence G. Linnert, Mary E.
O'Reilly, Kevin P. Murphy, Michael C. Regulinski and Bruce T. Rosenbaum, as an
attorney of the undersigned with power to act alone for and in the name, place
and stead of the undersigned, with power of substitution and resubstitution, to
sign and file, including electronic filing, on behalf of the undersigned acting
in his or her capacity as such director or officer the Company's Registration
Statement on Form S-8 relating to the Company's Equity Compensation Plan and any
and all amendments, exhibits and supplementary information thereto, with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, with
full power and authority to do and perform any and all acts and things 
whatsoever requisite and necessary to be done in the premises and the 
undersigned hereby ratifies and approves the acts of each such attorney and any 
such substitute or substitutes.

     IN WITNESS WHEREOF, the undersigned hereby has signed his or her name this
7th day of December, 1994.

                                                         ROBERT C. SAVAGE     
                                                         Robert C. Savage    
                                                              Director
                          

Signed and acknowledged in the presence of:          JOYCE E. DANKERT          

                POWER OF ATTORNEY OF DIRECTOR AND/OR OFFICER OF
                         CENTERIOR ENERGY CORPORATION

     The undersigned, being a director or officer or both (as stated under his
or her signature below) of Centerior Energy Corporation, an Ohio corporation
(hereinafter called the "Company"), does hereby constitute and appoint each of
Robert J. Farling, Murray R. Edelman, Fred J. Lange, Jr., Gary R. Leidich,
E. Lyle Pepin, Janis T. Percio, Ronald J. Studeny, Terrence G. Linnert, Mary E.
O'Reilly, Kevin P. Murphy, Michael C. Regulinski and Bruce T. Rosenbaum, as an
attorney of the undersigned with power to act alone for and in the name, place
and stead of the undersigned, with power of substitution and resubstitution, to
sign and file, including electronic filing, on behalf of the undersigned acting
in his or her capacity as such director or officer the Company's Registration
Statement on Form S-8 relating to the Company's Equity Compensation Plan and any
and all amendments, exhibits and supplementary information thereto, with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, with
full power and authority to do and perform any and all acts and things 
whatsoever requisite and necessary to be done in the premises and the 
undersigned hereby ratifies and approves the acts of each such attorney and any
such substitute or substitutes.

     IN WITNESS WHEREOF, the undersigned hereby has signed his or her name this
9th day of Dec., 1994.

                                                  WILLIAM J. WILLIAMS     
                                                  William J. Williams          
                                                       Director
                         

Signed and acknowledged in the presence of:          SARA J. WILLIAMS