1
                                                                Exhibit 23b(CEC)




   2
                                                               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 "Legal Proceedings" in Item 3. of the
Centerior Energy Corporation Annual Report on Form 10-K for the year ended
December 31, 1995 have been prepared under my supervision 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
prepared under my supervision 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. 33-9736, 33-47231,
33-58935 and 33-59635 and to the reference to me under the heading "Experts" in
such Prospectuses.




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





March 26, 1996