1
                                                                Exhibit 23b(CEC)





              CONSENT OF COUNSEL FOR CENTERIOR ENERGY CORPORATION




The statements as to matters of law and legal conclusions under the headings
"General Regulation", "Environmental Regulation" and "Electric Rates" in Item
1. and "Title to Property" in Item 2. and under Item 3. of the Centerior
Energy Corporation Annual Report on Form 10-K for the year ended December 31,
1993 have been prepared under my supervision and reviewed by me and in my
opinion such respective statements as to such matters are correct.

I hereby consent to the use of my name in connection with the statements I
have reviewed as stated in the preceding paragraph and to the incorporation
by reference of those statements into the respective Prospectuses now and
hereafter constituting parts of the Registration Statements previously filed
by Centerior Energy Corporation under File Nos. 33-4788, 33-9736, 33-47231
and 33-49957 and to the reference to me under the heading "Experts" in such
Prospectuses.




                                        TERRENCE G. LINNERT
                                       Terrence G. Linnert
                                       Vice President - Legal &
                                       Governmental Affairs of
                                       Centerior Service Company





March 29, 1994