Item 1.   Description of Registrant’s Securities to be Registered

          The following description of The Cleveland Electric Illuminating Company’s (the “Company”) common stock and the related provisions of its Amended and Restated Articles of Incorporation and Code of Regulations are summaries and are qualified by reference to its Amended and Restated Articles of Incorporation and Code of Regulations which have been previously filed with the SEC and are incorporated by reference as exhibits to this registration statement, as well as to applicable Ohio law.

          The Company is authorized to issue 105,000,000 shares of common stock, with no par value per share (the “Common Stock”), 4,000,000 shares of serial preferred stock, with no par value per share (the “Serial Preferred Stock”), and 3,000,000 shares of preference stock, with no par value per share (the “Preference Stock”). As of August 6, 2008, FirstEnergy Corp., the Company’s parent, owns and holds all 67,930,743 shares of the Company’s outstanding and authorized, fully paid and non-assessable Common Stock. There are no shares of Serial Preferred Stock or Preference Stock issued or outstanding.

          Holders of the Company’s Common Stock are entitled to one vote per share on all matters on which holders of Common Stock may vote. The vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the Company’s Amended and Restated Articles of Incorporation requires a different vote. There is no right to vote cumulatively in the election of directors. The Company’s Common Stock does not provide for dividend, conversion, sinking fund, redemption or preemption rights. The Company’s board of directors may adopt an amendment to the Company’s Articles of Incorporation determining the division of shares into classes or into series within any class or classes, determination of the designation and the number of shares of any class or series, and the determination of the relative voting rights, preferences, limitations, rights to dividends, conversion rights, redemption rights, stated value, and other special rights of the shares of any class or series. The Company may wind up its affairs and dissolve pursuant to a resolution adopted, at a meeting of shareholders called for such purpose, by the affirmative vote of the holders of record of shares entitling them to exercise the majority of the voting power of the Company.

          Pursuant to the Company’s amended and restated code of regulations, the board of directors may declare dividends upon the capital stock of the Company, subject to the provisions of the Articles of Incorporation, if any, at any regular or special meeting pursuant to law. Dividends may be paid in cash, in property or in shares of the capital stock, subject to the provisions of the Articles of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the Company available for dividends such sum or sums as the Company’s board of directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Company, or for such other purpose as the Company’s board of directors shall think conducive to the interest of the Company and the Company’s board of directors may modify or abolish any such reserves in the manner in which it was created. The Company may from time to time enter into certain agreements which set restrictions on the amount of dividends that it may declare and pay and restrict the circumstances under which such dividends may be declared and paid. The Company is subject to regulations by a state utility commission, which may impose limitations on investment returns or otherwise impact the amount of dividends that may be declared and paid by the Company.

Item 2.   Exhibits