As filed with the Securities and Exchange Commission on October 17, 2003

                                                                                Registration No. ___________

                                                   UNITED STATES
                                        SECURITIES AND EXCHANGE COMMISSION
                                              Washington, D.C. 20549

                                                     FORM S-3
                                              Registration Statement
                                                       under
                                            The Securities Act of 1933


     Southern California Edison Company                    California                             95-1240335
                 SCE Trust I                                Delaware                              95-7104035
                SCE Trust II                                Delaware                              95-7104036
  (Exact name of registrant as specified in      (State or other jurisdiction of     (I.R.S. Employer Identification No.)
                its charter)                     incorporation or organization)

                                             2244 Walnut Grove Avenue
                                            Rosemead, California 91770
                                                   626-302-1212
                     (Address, including zip code, and telephone number, including area code,
                                   of registrant's principal executive offices)

                                                Kenneth S. Stewart
                                             Assistant General Counsel
                                      2244 Walnut Grove Avenue (P.O. Box 800)
                                            Rosemead, California 91770
                                                   626-302-6601
                        (Name, address, including zip code, and telephone number, including
                                         area code, of agent for service)



      Approximate Date of Commencement of Proposed Sale to the Public:  From time to time after the effective
date of this registration statement as determined by market conditions.


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

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

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

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

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



Page 1


                                          CALCULATION OF REGISTRATION FEE
---------------------------------------- ---------------------- ----------------------------------- ---------------------
   Title of each class of securities         Amount to be           Proposed maximum aggregate           Amount of
          to be registered(1)             registered(1)(2)(3)          offering price(3)(4)         registration fee(5)
---------------------------------------- ---------------------- ----------------------------------- ---------------------
First and Refunding Mortgage Bonds
---------------------------------------- ---------------------- ----------------------------------- ---------------------
Debt Securities
---------------------------------------- ---------------------- ----------------------------------- ---------------------
Preferred Stock
---------------------------------------- ---------------------- ----------------------------------- ---------------------
Preferred Securities of SCE Trust I
and SCE Trust II (6)
---------------------------------------- ---------------------- ----------------------------------- ---------------------
Guarantees of Preferred Securities of
SCE Trust I and SCE Trust II by
Southern California Edison Company (6)
---------------------------------------- ---------------------- ----------------------------------- ---------------------
Total                                       $2,500,000,000                2,500,000,000                   $157,755
---------------------------------------- ---------------------- ----------------------------------- ---------------------

(1)   An indeterminate principal amount or number of first and refunding mortgage bonds, debt securities,
      preferred stock and guarantees of Southern California Edison Company and of preferred securities of SCE
      Trust I and SCE Trust II as may from time to time be issued at indeterminate prices, with an aggregate
      offering price not to exceed $2,500,000,000.  Debt securities may be issued and sold to SCE Trust I and SCE
      Trust II, in which event the debt securities may later be distributed to the holders of preferred
      securities.
(2)   In United States dollars or the equivalent thereof in any other currency, composite currency or currency
      unit as shall result in an aggregate initial offering price for all securities of $2,500,000,000.
(3)   This amount represents the principal amount of any first and refunding mortgage bonds or debt securities
      issued at their principal amount, the issue price of any first and refunding mortgage bonds or debt
      securities issued at an original issue discount, and the issue price of any preferred stock and preferred
      securities, together with related guarantees.
(4)   Estimated solely for the purpose of calculating the registration fee, which is calculated in accordance
      with Rule 457(o) under the Securities Act of 1933.  Rule 457(o) permits the registration fee to be
      calculated on the basis of the maximum offering price of all the securities listed and, therefore, the
      table does not specify by each class information as to the amount to be registered, the proposed maximum
      offering price per unit or the proposed maximum aggregate offering price.
(5)   Calculated in accordance with Rule 457(o) and Rule 429(b) under the Securities Act of 1933.  There are
      carried forward into this registration statement, $200,000,000 aggregate initial offering price of
      securities registered under Registration No. 333-44778, and $350,000,000 aggregate initial offering price
      of securities registered under Registration No. 33-50251.  The amount of the registration fee for this
      registration statement has been reduced by $44,495, reflecting the applicable amount of the filing fees
      previously paid with respect to the foregoing registrations.
(6)   Includes the rights of holders of the preferred securities under the guarantees of preferred securities and
      back-up undertakings, consisting of obligations by Southern California Edison Company, as set forth in the
      trust agreement, the applicable indenture and any supplemental indenture thereto, in each case as further
      described in this registration statement.  No separate consideration will be received for any guarantees or
      back-up undertakings.

      The registrants hereby amend this registration statement on such date or dates as may be necessary to delay
its effective date until the registrants shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of
1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant
to said Section 8(a), may determine.

         PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS CONTAINED IN THIS REGISTRATION
STATEMENT CONSTITUTES A COMBINED PROSPECTUS AND ALSO RELATES TO (1) $200,000,000 OF SECURITIES PREVIOUSLY
REGISTERED BUT REMAINING UNISSUED UNDER REGISTRATION NO. 333-44778, AND (2) $350,000,000 OF SECURITIES PREVIOUSLY
REGISTERED BUT REMAINING UNISSUED UNDER REGISTRATION NO. 33-50251.





The information in this prospectus is not complete and may be changed.  These securities may not be sold until the
registration statement filed with the Securities and Exchange Commission is effective.  This prospectus is not
an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where
the offer or sale is not permitted.

                                  SUBJECT TO COMPLETION, DATED ___________, 2003

                                        -------------------------------------
                                                    PROSPECTUS
                                        -------------------------------------


                                                  $2,500,000,000

                                        SOUTHERN CALIFORNIA EDISON COMPANY

                First and Refunding Mortgage Bonds, Debt Securities, Preferred Stock and Guarantees

                                                    SCE TRUST I
                                                   SCE TRUST II

                       Preferred Securities Guaranteed by Southern California Edison Company


         The securities may be offered and sold from time to time in one or more offerings up to an aggregate
amount of $2,500,000,000.  This prospectus provides you with a general description of the securities that may be
offered.

         Each time securities are sold, a supplement to this prospectus that contains specific information about
the offering and the terms of the securities will be provided.  The supplement may also add, update or change
information contained in this prospectus.  You should carefully read this prospectus and any supplement for the
specific offering before you invest in any of the securities.

         The securities may be sold to or through underwriters, dealers or agents or directly to other
purchasers.  A prospectus supplement will set forth the names of any underwriters, dealers or agents involved in
the sale of the securities, the principal amounts of securities to be purchased by them, and the compensation
they will receive.

         Southern California Edison Company may offer and sell first and refunding mortgage bonds, debt
securities, preferred stock and guarantees of preferred securities.

         SCE Trust I and SCE Trust II may offer and sell preferred securities, guaranteed by Southern California
Edison Company.


         This prospectus may be used to offer and sell securities only if accompanied by the prospectus
supplement for those securities.

         Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus is truthful or complete.  Any representation to
the contrary is a criminal offense.




                                  The date of this Prospectus is __________, 2003







                                                 TABLE OF CONTENTS



About This Prospectus.............................................................................................3
Forward-Looking Statements........................................................................................3
Southern California Edison Company................................................................................4
The Trusts........................................................................................................4
Use of Proceeds...................................................................................................5
Ratio of Earnings to Fixed Charges and Preferred Stock Dividends..................................................5
Description of the Securities.....................................................................................6
Description of the First Mortgage Bonds...........................................................................6
Description of the Debt Securities...............................................................................11
Description of the Preferred Stock...............................................................................24
Description of Preferred Securities..............................................................................27
Description of Preferred Securities Guarantees...................................................................34
Description of Expense Agreements................................................................................36
Relationship among Preferred Securities, Preferred Securities Guarantees and
   Subordinated Debt Securities Held by Each Trust...............................................................36
Experts..........................................................................................................37
Validity of the Securities and Preferred Securities Guarantees...................................................37
Plan of Distribution.............................................................................................37
Where You Can Find More Information..............................................................................39




Page 2


                                               ABOUT THIS PROSPECTUS

        This prospectus is provided by Southern California Edison Company, SCE Trust I and SCE Trust II.  In
this prospectus, Southern California Edison Company is sometimes referred to as "Southern California Edison" or
by the terms "we," "us" and "our."  SCE Trust I and SCE Trust II are sometimes referred to together as the
"trusts" or each separately as a "trust."

        This prospectus is part of a "shelf" registration statement filed with the United States Securities and
Exchange Commission.  By using a shelf registration statement, we and the trusts may sell up to an aggregate of
$2,500,000,000 of any combination of the securities described in this prospectus from time to time in one or more
offerings.  This prospectus only provides you with a general description of the securities that we and the trusts
may offer.  Each time we and/or the trusts sell securities, we will provide a supplement to this prospectus that
contains specific information about the terms of the securities.  The supplement may also add, delete, update or
change information contained in this prospectus.  You should rely on the information in the applicable supplement
if this prospectus and the supplement are inconsistent.  Before purchasing any securities, you should carefully
read both this prospectus and any applicable supplement, together with the additional information described under
the heading "Where You Can Find More Information."

        You should rely only on the information contained or incorporated by reference in this prospectus and in
any supplement.  Neither we nor the trusts have authorized any other person to provide you with different
information.  If anyone provides you with different or inconsistent information, you should not rely on it.
Neither we nor the trusts will make an offer to sell these securities in any jurisdiction where the offer or sale
is not permitted.  You should assume that the information appearing in this prospectus and any supplement is
accurate only as of the dates on their covers.  Our business, financial condition, results of operations and
prospects may have changed since that date.


                                            FORWARD-LOOKING STATEMENTS

        This prospectus, any accompanying supplement and the additional information described under the heading
"Where You Can Find More Information" may contain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995.  These statements are subject to risks and uncertainties and are based
on the beliefs and assumptions of our management, relying on information currently available to our management.
When we use words such as "believes," "expects," "anticipates," "intends," "plans," "estimates," "should," or
similar expressions, we are making forward-looking statements.  Forward-looking statements include the
information concerning possible or assumed future results of operations set forth under the headings "Business"
and "Management's Discussion and Analysis of Financial Condition and Results of Operations" or similar headings
in our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, as well as information in our Current
Reports on Form 8-K, incorporated by reference into this prospectus.

        Forward-looking statements are not guarantees of performance.  Our future results and shareholder value
may differ materially from those expressed in these forward-looking statements.  Many of the factors that will
determine these results and value are beyond our ability to control or predict.  These statements are necessarily
based upon various assumptions involving judgments about the future including, among others, our ability to
achieve revenue growth, national, international, regional and local economic, competitive and regulatory
conditions and developments, technological developments, capital market conditions, inflation rates, interest
rates, energy markets, weather conditions, regulatory and legal decisions, the pace of deregulation of retail
electricity, the timing and extent of changes in commodity prices for oil, natural gas and electricity, the
timing and success of business development efforts, new or increased environmental liabilities, and other
uncertainties.  We and the trusts caution you not to put undue reliance on any forward-looking statements.  For
those statements, we and the trusts claim the protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995.

Page 3


        You should also consider any other factors contained in this prospectus or in any accompanying
supplement, including the information incorporated by reference into this prospectus or into any accompanying
supplement.


                                        SOUTHERN CALIFORNIA EDISON COMPANY

        Southern California Edison is an investor-owned electric utility company, providing retail electric
service to 4.5 million business and residential customers over a 50,000 square mile service area in coastal,
central, and southern California, excluding the City of Los Angeles and certain other cities.  We own and operate
transmission and distribution facilities and hydroelectric, coal, and nuclear power plants for the purpose of
serving our customers' electricity needs.  In addition to power provided from our own generating resources, we
procure power through long-term contracts from a variety of sources including other utilities, merchant
generators, and other non-utility generators, including qualifying facilities.  Our customers also receive power
purchased on their behalf through contracts signed by the California Department of Water Resources.  Based in
Rosemead, California, Southern California Edison was incorporated in California in 1909, and now has assets of
more than $19 billion.

         All of our common stock is owned by Edison International, a holding company with subsidiaries involved
in both electric utility and non-electric utility businesses.  The mailing address and telephone number of our
principal executive offices are P.O. Box 800, Rosemead, CA 91770 and (626) 302-1212.


                                                    THE TRUSTS

         Southern California Edison created two Delaware statutory trusts under two trust agreements.  The trusts
are named SCE Trust I and SCE Trust II.  Southern California Edison plans to enter into an amended and restated
trust agreement for each trust, which will state the terms and conditions for each trust to issue and sell its
preferred securities and common securities.  A form of amended and restated trust agreement is filed as an
exhibit to the registration statement of which this prospectus is a part.

         Each trust will exist solely to:

o        issue and sell its preferred securities (representing undivided beneficial interests in the assets of
         the trust) to the public;

o        issue and sell its common securities (representing undivided beneficial interests in the assets of the
         trust) to Southern California Edison;

o        use the proceeds from the sale of its preferred and common securities to purchase a series of Southern
         California Edison's subordinated debt securities;

o        distribute the cash payments it receives on the subordinated debt securities it owns to the holders of
         the preferred and common securities; and

o        engage in other activities that are necessary or incidental to these purposes.

         Southern California Edison will purchase all of the common securities of each trust.  The common
securities will represent an aggregate liquidation amount equal to at least 3 percent of each trust's total
capitalization.  The preferred securities will represent the remaining 97 percent or less of the trust's total
capitalization.  The common securities will have terms substantially identical to, and will rank equal in
priority of payment with, the preferred securities.  However, if Southern California Edison defaults on the
related subordinated debt securities, then cash distributions and liquidation, redemption and other amounts
payable on the common securities will be subordinate in priority of payment to the similar amounts payable on the
preferred securities.



Page 4


         The preferred securities will be guaranteed by Southern California Edison as described later in this
prospectus.

         Southern California Edison has appointed five trustees to conduct each trust's business and affairs:

o        JPMorgan Chase Bank, as the "property trustee;"

o        Chase Manhattan Bank USA, National Association, as the "Delaware trustee;" and

o        Three Southern California Edison officers, as the "regular trustees."

         Except under certain limited circumstances, only Southern California Edison can remove or replace the
trustees.  Southern California Edison also can increase or decrease the number of trustees.

         Southern California Edison will pay all fees and expenses related to each trust and each offering of the
related preferred securities and will pay all ongoing costs and expenses of each trust, except the respective
trust's obligations under the related preferred and common securities.

         Neither trust will have any independent operations.  Each trust exists solely for the reasons summarized
above.

         The principal offices of each trust are located at 2244 Walnut Grove Avenue, Rosemead, California 91770,
and the telephone number of each trust is (626) 302-1930.


                                                  USE OF PROCEEDS

         Except as otherwise described in a prospectus supplement, we or the trusts, as applicable, intend for
the net proceeds of the offered securities to be used by:

o        Southern California Edison to redeem, repay or retire outstanding debt or other securities, to finance
         construction expenditures, for other general corporate purposes, or to reduce short-term debt
         incurred to finance such activities; and

o        the trusts to purchase subordinated debt securities of Southern California Edison.


                         RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

         The following table sets forth the ratio of Southern California Edison's earnings to combined fixed
charges and preferred stock dividends for each year in the five-year period ended December 31, 2002:

                                                                     Year Ended December 31,            6 Mos. Ended
                                                            1998     1999     2000     2001     2002      06/30/03
                                                            ----     ----     ----     ----     ----      --------
Ratio of Earnings to Combined Fixed Charges
   and Preferred Stock Dividends . . . . . . . . . . . .    2.70     2.71      (b)     5.87     4.02        3.19
   . . . . . . .
Adjusted Ratio of Earnings to Combined Fixed Charges
   and Preferred Stock Dividends (a) . . . . . . . . . .    3.36     3.28      (b)     6.56     4.53        3.59
   . . . . . .

(a)  The following effects of rate reduction notes are excluded from the adjusted ratios for each year as
     indicated:

                                                                                                     12 Mos. Ended
                              1998           1999           2000            2001           2002         06/30/03
                              ----           ----           ----            ----           ----         --------
   Income before
   interest expense . .    $149,486,000   $132,359,000    $117,892,000   $103,321,000   $89,172,000     $81,186,000
   .
   Interest expense . .     149,486,000    132,359,000     117,892,000    103,321,000    89,172,000     $81,186,000
   .

     SCE Funding LLC, a special purpose entity of which Southern California Edison is the sole member, issued
     approximately $2.5 billion of these rate reduction notes in December 1997.  For further details you should
     refer



Page 5


     to the information described above in  "Where You Can Find More Information"  in this prospectus,
     particularly page 51 of our 2002 Annual Report to Shareholders.

(b)  In the year ended December 31, 2000, earnings were inadequate to cover combined fixed charges and preferred
     stock dividends.  An additional $3,083,698,000 in earnings would have been required to achieve a one-to-one
     ratio.


                                           DESCRIPTION OF THE SECURITIES

         The following is a general description of the terms and provisions of the securities we and/or the
trusts may offer and sell by this prospectus in one or more distinct offerings.  These summaries are not meant to
be a complete description of each security.  This prospectus and any accompanying prospectus supplement will
contain the material terms and conditions for each security.  The prospectus supplement may add, update or change
the terms and conditions of the securities as described in this prospectus.  For more information about the
securities, please refer to:

o        the indenture between Southern California Edison and The Bank of New York, successor to Harris Trust and
         Savings Bank, and D.G. Donovan, successor to Pacific-Southwest Trust & Savings Bank, as trustees,
         dated as of October 21, 1923, as amended and supplemented, for the issuance of first and
         refunding mortgage bonds, which we refer to as the "first mortgage bond indenture" in this
         prospectus;

o        the indenture between Southern California Edison and The Bank of New York, successor to Harris Trust and
         Savings Bank, as trustee, dated as of January 15, 1993, for the issuance of senior debt
         securities, which we refer to as the "senior indenture" in this prospectus;

o        the indenture between Southern California Edison and JPMorgan Chase Bank, as trustee, for the issuance
         of subordinated debt securities, which we refer to as the "subordinated indenture" in this
         prospectus;

o        Southern California Edison's restated articles of incorporation, including the certificates of
         determination of preferences for outstanding series of preferred stock;

o        the amended and restated trust agreement of each trust, which we refer to as the "trust agreement" in
         this prospectus; and

o        the guarantee agreement between Southern California Edison and JPMorgan Chase Bank, as trustee, relating
         to Southern California Edison's guarantee of the preferred securities issued by each trust.

         We and the trusts have filed or incorporated by reference forms or copies of these documents as exhibits
to the registration statement.  In this prospectus we sometimes refer to the senior indenture and subordinated
indenture together as the "unsecured indentures" and each separately as an "unsecured indenture."  We refer to
each trustee for each indenture as the "indenture trustee."  The first mortgage bond indenture and the unsecured
indentures are governed by the Trust Indenture Act of 1939 and may be supplemented or amended from time to time.
The senior indenture and the subordinated indenture are substantially similar, but differ in some important
respects.  The material differences between the senior indenture and the subordinated indenture are set forth in
the description below under "Description of the Debt Securities."


                                      DESCRIPTION OF THE FIRST MORTGAGE BONDS

         The following description discusses the general terms and provisions of the first and refunding mortgage
bonds that we may offer by this prospectus in one or more distinct offerings.  In this prospectus, we refer to
the first and refunding mortgage bonds as "first mortgage bonds" or "bonds."  The first mortgage bonds will be an
additional series of our secured debt securities created by resolution

Page 6


of our board of directors or the executive committee of the board, and will be issued under the first
mortgage bond indenture, as amended and supplemented by supplemental indentures.

         The first mortgage bond indenture gives us broad authority to set the particular terms of each series of
first mortgage bonds, including the right to modify certain of the terms contained in the first mortgage bond
indenture.  The particular terms of a series of bonds and the extent, if any, to which the particular terms of
the issue modify the terms of the first mortgage bond indenture will be described in the prospectus supplement
relating to the bonds.

         The first mortgage bond indenture contains the full legal text of the matters described in this
section.  Because this section is a summary, it does not describe every aspect of the first mortgage bonds or the
first mortgage bond indenture.  This summary is subject to and qualified by all the provisions of the first
mortgage bond indenture, including definitions of terms used in the first mortgage bond indenture.  Therefore,
you should read carefully the detailed provisions of the first mortgage bond indenture, which we have
incorporated by reference as an exhibit to the registration statement that includes this prospectus.  This
summary also is subject to and qualified by the description in the applicable prospectus supplement of the
particular terms of the first mortgage bonds and any applicable supplemental indenture.

General

         Before issuing each series of first mortgage bonds, we will specify the terms of that series through a
board resolution and supplemental indenture.  The applicable prospectus supplement will contain a description of
the following terms, among others, of each series of first mortgage bonds:

o        the title of the bonds;

o        any limit on the aggregate principal amount of the bonds of that series;

o        the price at which the bonds will be issued;

o        the date or dates on which principal will be payable or how to determine the dates;

o        the rate or rates or method of determining interest; the date or dates from which interest will accrue;
         the dates on which interest will be payable, which we refer to as the "interest payment dates;"
         and any record dates for the interest payable on the interest payment dates;

o        the place or places where payments on the bonds will be made;

o        any obligation or option on our part to redeem, purchase or repay bonds; any option of the holder to
         require us to redeem or repurchase bonds; and the terms and conditions upon which the bonds will
         be redeemed, purchased or repaid;

o        the denominations in which the bonds will be issued;

o        whether the bonds are to be issued in whole or in part in the form of one or more global bonds and, if
         so, the identity of the depositary for the global bonds;

o        whether the bonds are to be issued in whole or in part in the form of one or more global debt securities
         and, if so, the identity of the depositary for the global debt securities;

o        whether the bonds may be issued in the form of bearer securities or registered securities, or both, and
         provisions related thereto;

o        if bearer securities are issuable, the terms and conditions upon which (a) interest payments will be
         credited to the persons entitled to them, (b) interests in a temporary global bond may be
         exchanged for interests in a definitive global bond or for definitive bonds, and (c) interests in
         any definitive global bond may be exchanged for definitive bonds;



Page 7

o        if other than United States dollars, the currency or currencies in which the bonds will be denominated
         and principal and interest will be payable;

o        any index used to determine the amount of payments of principal of and any premium and interest on the
         bonds;

o        any deletions, modifications or additions to the covenants or events of default provided for the bonds;

o        whether the bonds are subject to discharge and defeasance at our option; and

o        any other terms of the bonds.

Security

         The first mortgage bonds when issued, will, as to the security afforded by the first mortgage bond
indenture, be secured equally and ratably with all other first mortgage bonds by a legally valid first lien or
charge on substantially all of the property and franchises now owned by us (with exceptions and exclusions noted
below).  Such lien and our title to our properties are subject to the terms of franchises, licenses, easements,
leases, permits, contracts and other instruments under which properties are held or operated, statutes and
governmental regulations, liens for taxes and assessments, and liens of the indenture trustees.  In addition,
such liens and our title to our properties are subject to other liens, prior rights and other encumbrances, none
of which, with minor or insubstantial exceptions affects from a legal standpoint the security for the first
mortgage bonds or our rights to use such properties in our business, unless the matters with respect to our
interest in the Four Corners Generating Station and the related easement and lease referred to in the following
paragraph may be so considered.

         Our rights and the rights of the indenture trustees in the Four Corners Generating Station in northern
New Mexico, located on land of the Navajo Nation under an easement from the United States and a lease from the
Navajo Nation, may be subject to possible defects, including possible conflicting grants or encumbrances not
ascertainable because of the absence of or inadequacies in the applicable recording law and the record systems of
the Bureau of Indian Affairs and the Navajo Nation, our possible inability to resort to legal process to enforce
our rights against the Navajo Nation without Congressional consent, possible impairment or termination under
certain circumstances of the easement and lease by the Navajo Nation, Congress, or the Secretary of the Interior,
and the possible invalidity of the Indenture lien against our interest in the easement, lease, and improvements
at the Four Corners Generating Station.  We cannot predict what effect, if any, such possible defects may have on
our interest in the Four Corners Generating Station.

         The first mortgage bond indenture provides that property hereafter acquired (other than excepted kinds
noted below) is to become subject to the lien of the first mortgage bond indenture.  Such property may be subject
to prior liens and other encumbrances.

         Properties excepted from the lien of the first mortgage bond indenture include cash, accounts
receivable, deposits, bills and notes, contracts, leases under which we are lessor, securities not specifically
required to be pledged, office equipment, vehicles, and all materials, supplies and electric energy acquired or
produced for sale, consumption or use in the ordinary conduct of business.

Special Trust Fund

         We are required to deposit in a special trust fund with The Bank of New York, as trustee, on each May 1
and November 1, cash equal to 1 1/2% (subject to redetermination by agreement between us and The Bank of New York,
as trustee) of the aggregate principal amount of the first mortgage bonds and underlying bonds then outstanding
(excluding certain bonds and underlying bonds, such as bonds called for redemption), less certain amounts paid or
credited in respect of underlying bonds.  The term "underlying bonds" is defined in the first mortgage bond
indenture to mean any securities or other

Page 8


evidence of indebtedness secured by property subsequently acquired by us.  Amounts in the special trust
fund may, in general, be paid out for payment, redemption (at the redemption prices, including applicable
premiums, set forth in the first mortgage bonds and subject to the limitation on refunding applicable to various
series) or purchase of first mortgage or underlying bonds, or to reimburse us for the acquisition of certain
additional properties.  The foregoing deposit requirement has not affected our cash flow, because the cash
deposited has been simultaneously offset by its payment to us to reimburse us for the acquisition of additional
properties.  Thus, there currently are no funds on deposit in the Special Trust Fund.

Issue of Additional Bonds

         In general, additional Bonds, ranking equally and ratably with the first mortgage bonds, may be issued
in principal amounts equal to:

a.       Certain bonds and underlying bonds acquired, redeemed or otherwise retired.

b.       Cash deposited to pay or redeem Bonds or underlying bonds.

c.       66?% of the net amount of additional property constructed or acquired by us and not theretofore used for
         other purposes under the first mortgage bond indenture, subject to certain restrictions.

d.       Cash deposited in an advance construction account with The Bank of New York, as trustee (in certain
         events with such trustee's consent), to be withdrawn to reimburse us for 66?% of unbonded
         additional property.

         As of June 30, 2003, the amount of first mortgage bonds acquired, redeemed or otherwise retired against
which bonds might be issued under the first mortgage bond indenture pursuant to clause (a) above was
approximately $1.87 billion.  The net amount of additional property against which bonds might be issued under the
first mortgage bond indenture pursuant to clause (c) above was approximately $11.23 billion, resulting in the
ability to issue $7.48 billion of Bonds pursuant to clause (c) (i.e. $11.23 billion x .6666 = $7.48 billion).
The aggregate amount of bonds which we could issue under clauses (a) and (c) above would, if other conditions
were met, be approximately $9.35 billion.  As of June 30, 2003, we had $3.3 billion of our first mortgage bonds
outstanding.

         Furthermore, in addition to the first mortgage bond indenture's bondable property requirement described
in clause (c) above, the first mortgage bond indenture also provides that additional first mortgage bonds may not
be issued unless our net earnings (as defined) for twelve months shall have been at least two and one-half (2.5x)
times our total annual first mortgage bond interest charge.  For the twelve months ended June 30, 2003, such net
earnings were 9.43 times such annual bond interest charges, which would limit the amount of additional bonds we
could issue to $8.43 billion.  Notwithstanding the net earnings requirement, additional first mortgage bonds may
be issued under the provisions referred to in (a) and (b) above under some circumstances involving, among other
things, issuance of bonds not bearing a higher interest rate than the bonds to be retired, issuance of bonds to
pay or redeem bonds maturing within two years and issuance of bonds on the basis of acquisition, redemption or
other retirement of underlying bonds.  Additional first mortgage bonds may not be issued under the provisions
referred to in paragraphs (c) and (d) above during any period when indebtedness secured by a prior lien on
acquired utility property has not been established as underlying bonds.

         Other than the security afforded by the lien of the first mortgage bond indenture and restrictions on
the issuance of additional bonds described above, there are no provisions of the first mortgage bond indenture
which afford holders of the first mortgage bonds protection against us increasing our ratio of total debt to
total "bondable" assets.



Page 9


Defaults and Other Provisions

         The first mortgage bond indenture provides that the following are defaults:

         o      default in payment of principal;

         o      default for 60 days in payment of interest or satisfaction of the special trust fund obligation;

         o      default under our covenants and conditions in the first mortgage bond indenture or in the bonds
                for 60 days after notice by The Bank of New York, as trustee;

         o      certain acts of bankruptcy and certain events in bankruptcy, insolvency, receivership or
                reorganization proceedings; and

         o      our failure to discharge or stay within 60 days any judgment against us for the payment of money
                in excess of $100,000.

         A California court may not strictly enforce certain of our covenants contained in the first mortgage
bond indenture or the first mortgage bonds or allow acceleration of the due date of the first mortgage bonds if
it concludes that such enforcement or acceleration would be unreasonable under the then existing circumstances.
However, acceleration would be available if an event of default occurs as a result of a material breach of a
material covenant contained in the first mortgage bond indenture or the first mortgage bonds.

         The first mortgage bond indenture and the Trust Indenture Act of 1939 require us to file with an
indenture trustee documents and reports with respect to the absence of default and compliance with the terms of
the first mortgage bond indenture annually and upon the authentication and delivery of additional first mortgage
bonds, the release of cash or property, the satisfaction and discharge of the first mortgage bond indenture, or
any other action requested to be taken by an indenture trustee at our request.

         The holders of a majority in principal amount of outstanding first mortgage bonds may require the
indenture trustees to enforce the lien of the first mortgage bond indenture upon the happening (and continuance
for the prescribed grace period, if any) of any of the defaults referred to above, and upon the indemnification
of the indenture trustees to their reasonable satisfaction.

Concerning the Trustees

         The Bank of New York and certain of its affiliates act as trustees for our senior debt securities and
certain pollution control bonds issued on our behalf and for certain securities issued by our parent, Edison
International.  We maintain bank deposits with The Bank of New York and may borrow money from the bank from time
to time.

         Neither by the first mortgage bond indenture nor otherwise are the indenture trustees restricted from
dealing in the first mortgage bonds as freely as though they were not indenture trustees.  However, the Trust
Indenture Act provides that if either indenture trustee acquires or has acquired a conflicting interest, as
defined in the Trust Indenture Act, and a default under the first mortgage bond indenture occurs or has occurred,
such indenture trustee must within 90 days following the default eliminate such conflict, cure the default or
resign.  The Trust Indenture Act provides that an indenture trustee with an uncured conflict of interest will not
be required to resign if it can show that the conflict will be cured or the default waived within a reasonable
time and a stay of its duty to resign is not inconsistent with the interests of the holders of the outstanding
bonds.  In certain cases, the first mortgage bond indenture and the Trust Indenture Act require an indenture
trustee to share the benefit of payments received as a creditor after the beginning of the third month prior to a
default.



Page 10

Modification of the Indenture

         The holders of 80% in principal amount of all first mortgage bonds outstanding may authorize release of
trust property, waive defaults and authorize certain modifications of the first mortgage bond indenture.
However, our obligation to pay principal and interest will continue unimpaired; and such modifications may not
include, among other things, modifications giving any bonds preference over other bonds or authorizing any lien
prior to that of the first mortgage bond indenture.  In addition, modifications of rights of any series require
the assent of the holders of 80% in principal amount of the bonds of such series.

Global Securities

         We may issue first mortgage bonds of any series in whole or in part in the form of one or more global
securities that will be deposited with, or on behalf of, a depositary identified in the prospectus supplement
relating to that series.  Global securities may be issued in either registered or bearer form and in either
temporary or permanent form.  Unless and until it is exchanged in whole or in part for individual certificates
evidencing first mortgage bonds in definitive form, a global security may not be transferred except as a whole by
the depositary for that global security to a nominee of that depositary or by a nominee of that depositary to
that depositary or another nominee of that depositary or by that depositary or that nominee to a successor of
that depositary or a nominee of that successor.  We will describe the specific terms of the depositary
arrangement for a series of first mortgage bonds in the prospectus supplement relating to that series.


                                        DESCRIPTION OF THE DEBT SECURITIES

         The following description discusses the general terms and provisions of the debt securities other than
first mortgage bonds that we may offer by this prospectus in one or more distinct offerings.  We may issue the
debt securities as senior debt securities or subordinated debt securities.  The indebtedness represented by the
senior debt securities will rank equally with all other unsecured and unsubordinated debt of Southern California
Edison.  The indebtedness represented by the subordinated debt securities will rank junior and be subordinate in
right of payment to the prior payment in full of the senior debt of Southern California Edison, to the extent and
in the manner set forth in the applicable prospectus supplement for the securities.  (See "Subordination" below.)

         At June 30, 2003, Southern California Edison had approximately $4.6 billion of senior secured
indebtedness that effectively would rank senior to any senior debt securities and approximately $1.0 billion of
indebtedness that would be pari passu with any senior debt securities.  At June 30, 2003, Southern California
Edison also had approximately $5.6 billion of senior indebtedness that would rank senior to any subordinated debt
securities.  The amounts of senior secured indebtedness and other senior indebtedness include $3.3 billion of
first mortgage bonds and $1.1 billion of rate reduction notes previously issued by or on behalf of Southern
California Edison.  As described above under "Description of the First Mortgage Bonds," the first mortgage bonds
are issued under and secured by the first mortgage bond indenture, which creates a lien on substantially all the
properties of Southern California Edison for the benefit of the holders of the first mortgage bonds.  The rate
reduction notes are secured by a right to receive certain charges from electricity customers of Southern
California Edison.  The debt securities other than first mortgage bonds that we are offering by this prospectus
are not secured by any assets or property of Southern California Edison.

         The unsecured indentures give us broad authority to set the particular terms of each series of debt
securities, including the right to modify certain of the terms contained in the indentures.  The particular terms
of a series of debt securities and the extent, if any, to which the particular terms of the issue modify the
terms of the unsecured indenture will be described in the prospectus supplement relating to the debt securities.



Page 11


         Each unsecured indenture contains the full legal text of the matters described in this section.  Because
this section is a summary, it does not describe every aspect of the debt securities or the applicable indenture.
This summary is subject to and qualified by all the provisions of the applicable indenture, including definitions
of terms used in any such indenture.  Therefore, you should read carefully the detailed provisions of the
unsecured indentures, which we have incorporated by reference as exhibits to the registration statement that
includes this prospectus.  This summary also is subject to and qualified by the description of the particular
terms of the debt securities in the applicable prospectus supplement.

General

         We may issue an unlimited amount of debt securities under each unsecured indenture in one or more
series, up to the aggregate principal amounts that may be authorized by us from time to time.

         The debt securities will be unsecured obligations of Southern California Edison.

         Before issuing each series of debt securities, we will specify the terms of that series through a board
resolution, officers' certificate or supplemental indenture.  The applicable prospectus supplement will contain a
description of the following terms, among others, of each series of debt securities:

o        the title of the debt securities;

o        any limit on the aggregate principal amount of the debt securities of that series;

o        the price at which the debt securities will be issued;

o        the date or dates on which principal will be payable or how to determine the dates;

o        the rate or rates or method of determining interest; the date or dates from which interest will accrue;
         the dates on which interest will be payable, which we refer to as the "interest payment dates;"
         any record dates for the interest payable on the interest payment dates; and any special
         provisions for the payment of additional amounts with respect to the debt securities;

o        the place or places where payments on the debt securities will be made;

o        any obligation or option on our part to redeem, purchase or repay debt securities; any option of the
         holder to require us to redeem or repurchase debt securities; and the terms and conditions upon
         which the debt securities will be redeemed, purchased or repaid;

o        any provision for deferral of interest payments;

o        the denominations in which the debt securities will be issued (if other than denominations of $1,000 and
         any integral multiple thereof);

o        whether the debt securities are to be issued in whole or in part in the form of one or more global debt
         securities and, if so, the identity of the depositary for the global debt securities;

o        whether the debt securities may be issued in the form of bearer securities or registered securities, or
         both, and provisions related thereto;

o        if bearer securities are issuable, the terms and conditions upon which (a) interest payments will be
         credited to the persons entitled to them, (b) interests in a temporary global security may be
         exchanged for interests in a definitive global security or for definitive debt securities, and
         (c) interests in any definitive global security may be exchanged for definitive debt securities;

o        if other than United States dollars, the currency or currencies in which the debt securities will be
         denominated and principal and interest will be payable;

o

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         any index used to determine the amount of payments of principal of and any premium and interest on the
         debt securities;

o        any deletions, modifications or additions to the covenants or events of default provided for the debt
         securities;

o        whether the debt securities are subject to discharge and defeasance at our option; and

o        any other terms of the debt securities.

         In addition, we will set forth in the prospectus supplement for any offering of subordinated debt
securities the following terms to the extent they are applicable:

o        any right to extend the interest payment periods;

o        whether the series of subordinated debt securities will be junior in right of payment to any other
         series; and

o        any changes in the subordination provisions of the subordinated indenture with respect to the series.

         We may also issue debt securities as original issue discount securities to be offered and sold at a
substantial discount below their stated principal amount.  We will describe in a prospectus supplement the
federal income tax consequences and other special considerations applicable to any original issue discount
securities.

Form of Debt Securities

         We may issue the senior debt securities as registered securities, bearer securities or both.  We may
issue the subordinated debt securities only as registered securities, unless we enter into a supplemental
indenture that provides for bearer securities.  We also may issue the debt securities of a series in whole or in
part in the form of one or more global securities, as described below under the heading "Global Securities."
Unless we specify otherwise in a prospectus supplement, registered securities denominated in United States
dollars will be issued only in the denominations of $1,000 and any integral multiple thereof and bearer
securities denominated in United States dollars will be issued only in denominations of $1,000, $10,000, and
$100,000.  All debt securities of any one series will be substantially identical except as to denomination and as
otherwise provided by a board resolution, officer's certificate or supplemental indenture.  For any series of
debt securities denominated in a foreign or composite currency, we will specify the denominations and any special
United States federal income tax and other related considerations in a prospectus supplement.  No service charge
will be made for any transfer or exchange of debt securities, but we may require payment of a sum sufficient to
cover any applicable tax or other governmental charge.

Payment of Debt Securities

         Registered Securities.  Unless we state otherwise in a prospectus supplement, we will make payments with
respect to debt securities that are in registered form as follows:

o        We will pay interest on each interest payment date to the person in whose name the debt security is
         registered at the close of business on the regular record date for the interest payment.  At our
         option, we may pay interest by mailing a check to each holder's registered address or by wire
         transfer to an account designated by the holder under an arrangement that is satisfactory to the
         indenture trustee and us.

o        We will pay principal of and any premium on registered securities at their stated maturity, upon
         redemption or when otherwise due, upon presentation of the debt securities at the corporate trust
         office of the respective indenture trustee in Chicago, Illinois, for senior debt securities, and
         New York, New York, for subordinated debt securities.


Page 13




         Bearer Securities.  Unless we state otherwise in a prospectus supplement, we will make payments in the
designated currency with respect to senior debt securities that are in bearer form as follows:

o        We will pay interest on each interest payment date only upon presentation of the coupon for the interest
         payment at a paying agency outside the United States designated by us.

o        We will pay principal of and any premium on bearer securities at their stated maturity, upon redemption
         or when otherwise due, upon presentation of the debt securities at a paying agency outside the
         United States designated by us.

o        At the option of a holder of bearer debt securities, we will also pay any principal, premium or interest
         by mailing a check or by wire transfer to an account with a bank located outside the United
         States.

         Unless we state otherwise in a prospectus supplement, we will not make any payment with respect to a
bearer senior debt security within the United States (including payment at the corporate trust office of the
indenture trustee or any other paying agency in the United States, by transfer to an account in the United
States, or by mail to an address in the United States), except if payment at all paying agencies outside the
United States is illegal or effectively precluded by exchange controls or other similar restrictions.  In that
case, we will pay principal of and premium, if any, and interest on bearer senior debt securities in United
States dollars at the corporate trust office of the indenture trustee in Chicago, Illinois.

         Paying Agents.  In a prospectus supplement, we will name any paying agents other than the indenture
trustee that we have initially appointed for a series of debt securities.  We may terminate the appointment of
any of the paying agents at any time, except that we will maintain at least one paying agent in Chicago, Illinois
for registered senior debt securities and at least one paying agent in a city outside the United States so long
as any bearer senior debt securities are outstanding.  In addition, we will maintain a paying agent in London or
Luxembourg or any city outside the United States, if that is required by a stock exchange on which a series of
senior debt securities is listed.

         Any money we provide to a paying agent for the payment of principal, premium or interest that remains
unclaimed at the end of two years after the payment became due and payable will be repaid to us.  Thereafter, the
holder of debt securities entitled to such payment must look only to us for payment.

Exchanges and Transfers of Debt Securities

         Subject to the provisions of the applicable indenture and prospectus supplement, you may exchange your
debt securities (other than debt securities represented by a global security, except as set forth below) for
other debt securities of the same series with the same interest rate, maturity and total principal amount, as
described in this section.  You may have your debt securities divided or combined into smaller or larger
authorized denominations.  If you hold bearer senior debt securities, you may exchange them (with the remaining
coupons) for registered senior debt securities or other bearer senior debt securities, but the exchange must be
made outside the United States.  If you hold registered securities, you may not exchange them for bearer
securities.

         You may exchange or transfer your registered debt securities, other than debt securities represented by
a global security, at the office of the indenture trustee or another transfer agent designated by us and named in
a prospectus supplement.  We have appointed the indenture trustee to act as the security registrar for
registering debt securities in the names of holders and transferring debt securities.  We may appoint, remove or
add additional transfer agents and change their locations.  If we issue bearer debt securities, we will maintain
a transfer agent outside the United States where they may be exchanged.  If you hold bearer senior debt
securities, you may transfer them by delivering the certificate to the new holder.  There will be no service
charge for transfer or exchange of your debt securities, but you may be required to pay for any related taxes and
other governmental charges.



Page 14

         In the event of any redemption, we are not required to:

o        issue, register the transfer of or exchange the debt securities during a period of 15 days before giving
         any notice of redemption;

o        register the transfer of or exchange any registered security selected for redemption in whole or in
         part, except the unredeemed portion of any registered security being redeemed in part;

o        exchange any bearer senior debt security selected for redemption, except that a bearer senior debt
         security may be exchanged for a registered senior debt security of the same series if the debt
         securities of the series are issuable as registered securities; or

o        register the transfer of or exchange any debt security if the holder of the debt security has expressed
         the right, if any, to require us to repurchase the debt security in whole or in part, except that
         portion of the debt security not required to be repurchased, provided that the debt security
         shall be immediately surrendered for redemption with written instructions for payment consistent
         with the provisions of the indenture.

Redemption of Debt Securities

         We will set forth any terms for the redemption of debt securities in a prospectus supplement.  Unless we
indicate differently in a prospectus supplement, and except for debt securities redeemable at the option of the
registered holder, we may redeem debt securities upon notice by mail between 30 and 60 days before the redemption
date.  If we choose to redeem less than all of the debt securities of any series or tranche of a series, the
indenture trustee will select the debt securities to be redeemed.  The indenture trustee will choose a method of
selection it deems fair and appropriate unless another method has been specified in accordance with the indenture.

         Debt securities will cease to bear interest on the redemption date.  We will pay the redemption price
and any accrued interest once you surrender the debt security for redemption (along with any remaining coupons in
the case of bearer senior debt securities).  If only part of a debt security is redeemed and you have surrendered
the debt security, the indenture trustee will deliver to you a new debt security of the same series for the
remaining portion without charge.

Global Securities

         We may issue debt securities of any series in whole or in part in the form of one or more global
securities that will be deposited with, or on behalf of, a depositary identified in the prospectus supplement
relating to that series.  Global securities may be issued in either registered or bearer form and in either
temporary or permanent form.  Unless and until it is exchanged in whole or in part for individual certificates
evidencing first mortgage bonds in definitive form, a global security may not be transferred except as a whole by
the depositary for that global security to a nominee of that depositary or by a nominee of that depositary to
that depositary or another nominee of that depositary or by that depositary or that nominee to a successor of
that depositary or a nominee of that successor.  We will describe the specific terms of the depositary
arrangement for a series of debt securities in the prospectus supplement relating to that series.

Events of Default and Remedies for Senior Debt Securities

         This section contains descriptions of the events of default and remedies specified in the senior
indenture for the senior debt securities.  The corresponding provisions for the subordinated debt securities,
which differ in some material respects, are described in the next following section under the heading "Events of
Default and Remedies for Subordinated Debt Securities."



Page 15


         Defaults.  An "event of default" under the senior indenture occurs with respect to any series of senior
debt securities if:

o        we do not pay any installment of interest on senior debt securities of the series within 30 days of when
         it is due;

o        we do not pay principal or premium on any senior debt securities of the series when it is due;

o        we do not pay any sinking fund installment on senior debt securities of the series when it is due;

o        we remain in breach of any other covenant or agreement in the senior indenture for 60 days after
         receiving notice from the indenture trustee or the holders of 25 percent in principal amount of
         all the outstanding senior debt securities;

o        we fail to pay any indebtedness of more than $10,000,000 when it is finally due and do not fully cure
         the failure within 30 days after receiving of notice from the indenture trustee or the holders of
         25 percent in principal amount of all the outstanding senior debt securities; or

o        we file for bankruptcy or become subject to specified proceedings involving bankruptcy, insolvency or
          reorganization.

         An event of default with respect to one series of senior debt securities does not necessarily constitute
an event of default with respect to any other series of senior debt securities.  We are required to file with the
indenture trustee an annual officer's certificate indicating whether we are in default under the senior indenture.

         Acceleration.  If an event of default occurs and is continuing with respect to any series of senior debt
securities, either the indenture trustee or the holders of 25 percent in principal amount of the senior debt
securities of the series (or in the case of defaults described in the last three bulleted clauses under
"Defaults" above, the holders of 25 percent in principal amount of all the senior debt securities) may declare the
principal amount of the senior debt securities of that series (or of all the senior debt securities, as the case
may be) to be immediately due and payable.  After a declaration of acceleration has been made and before the
indenture trustee has obtained a judgment or decree for payment of the money due, the holders of a majority in
principal amount of senior debt securities of that series or of all of the senior debt securities, as the case
may be, may rescind and annul the acceleration if we have paid any past due payments of principal, premium or
interest and met certain other conditions.  In certain cases, the holders of a majority in principal amount of
the senior debt securities of any series or of all the senior debt securities, as the case may be, may waive any
past default or event of default.

         Actions by Indenture Trustee and Holders.  The senior indenture contains the following provisions
regarding the actions of the indenture trustee and the holders of the senior debt securities after an event of
default:

o        The indenture trustee must give notice of a default to the holders of senior debt securities of the
         affected series within 90 days after a default occurs that is known to the indenture trustee, if
         the default is not cured or waived.  However, the indenture trustee may withhold the notice if it
         determines in good faith that it is in the interests of the holders to do so, except in the case
         of a default in the payment of principal, premium or interest.

o        Subject to its duty to act with the required standard of care during a default, the indenture trustee is
         entitled to be indemnified by the holders of the senior debt securities of a series before
         exercising any right or power under the senior indenture with respect to the series at the
         request of the holders.

o        No holder of senior debt securities of a series may institute proceedings to enforce the senior
         indenture except, among other things, where the indenture trustee has failed to act for 60 days

Page 16


         after it has been given notice of a default and holders of 25 percent in principal amount of the senior
         debt securities of the series (or in the case of defaults described in the last three bulleted
         clauses under "Defaults" above, the holders of 25 percent in principal amount of all the senior
         debt securities) have requested the indenture trustee to enforce the senior indenture and offered
         reasonable indemnity to the indenture trustee.

o        Each holder of senior debt securities has an absolute and unconditional right to receive payment of
         principal, premium and interest when due and to bring a suit to enforce that right.

o        The holders of a majority in principal amount of the senior debt securities of a series or of all the
         senior debt securities, as the case may be, may direct the time, method and place of conducting
         any proceedings for any remedy available to the indenture trustee or exercising any trust or
         power conferred on it with respect to the senior debt securities of the series, as long as the
         direction does not conflict with any law or the senior indenture or expose the indenture trustee
         to personal liability.  The indenture trustee may take any other action it deems proper that is
         not inconsistent with the direction of the holders.

Events of Default and Remedies for Subordinated Debt Securities

         This section contains descriptions of the events of default and remedies specified in the subordinated
indenture for the subordinated debt securities.  The corresponding provisions for the senior debt securities,
which differ in some material respects, are described in the preceding section under the heading "Events of
Default and Remedies for Senior Debt Securities."

         Defaults.  An "event of default" under the subordinated indenture occurs with respect to any series of
subordinated debt securities if:

o        we do not pay any installment of interest on subordinated debt securities of the series within 30 days
         of when it is due (following any deferral allowed under the terms of the subordinated debt
         securities and elected by us);

o        we do not pay principal or premium on any subordinated debt securities of the series when it is due;

o        we do not pay any sinking fund installment on subordinated debt securities of the series within 60 days
         of when it is due;

o        we remain in breach of any other covenant or agreement in the subordinated indenture for 90 days after
         receiving notice from the indenture trustee or the holders of 25 percent in principal amount of
         the outstanding subordinated debt securities of the series;

o        we file for bankruptcy or become subject to specified proceedings involving bankruptcy, insolvency or
         reorganization; or

o        any other event of default specified in the prospectus supplement occurs.

         An event of default with respect to one series of subordinated debt securities does not necessarily
constitute an event of default with respect to any other series of subordinated debt securities.  We are required
to file with the indenture trustee an annual officer's certificate indicating whether we are in default under the
subordinated indenture.

         Acceleration.  If an event of default occurs and is continuing with respect to any series of
subordinated debt securities, either the indenture trustee or the holders of 25 percent in principal amount of
the subordinated debt securities of the series (or, if any subordinated debt securities of that series are
original issue discount securities, such portion of the principal amount as may be specified in such securities)
may declare the principal amount of the subordinated debt securities of that series to be immediately due and
payable.  After a declaration of acceleration has been made and before the indenture

Page 17


trustee has obtained a judgment or decree for payment of the money due, the holders of a majority in
principal amount of subordinated debt securities of that series may rescind and annul the acceleration if we have
paid any past due payments of principal, premium or interest and met certain other conditions.  In certain cases,
the holders of a majority in principal amount of the subordinated debt securities of all affected series, voting
as one class, may waive any past default or event of default.

         Actions by Indenture Trustee and Holders.  The subordinated indenture contains the following provisions
regarding the actions of the indenture trustee and the holders of the subordinated debt securities after an event
of default:

o        The indenture trustee must give notice of a default to the holders of subordinated debt securities of
         the affected series as provided by the Trust Indenture Act.

o        Subject to its duty to act with the required standard of care during a default, the indenture trustee is
         entitled to be indemnified by the holders of the subordinated debt securities of a series before
         exercising any right or power under the subordinated indenture with respect to the series at the
         request of the holders.

o        No holder of subordinated debt securities of a series may institute proceedings to enforce the
         subordinated indenture except, among other things, where the indenture trustee has failed to act
         for 60 days after it has been given notice of a default and holders of 25 percent in principal
         amount of the subordinated debt securities of all affected series, considered as one class (or in
         the case of defaults in the payment of principal, premium or interest, an affected series) have
         requested the indenture trustee to enforce the subordinated indenture and offered reasonable
         indemnity to the indenture trustee.

o        Each holder of subordinated debt securities has an absolute and unconditional right to receive payment
         of principal, premium and interest when due and to bring a suit a to enforce that right.

o        The holders of a majority in principal amount of the subordinated debt securities of an affected series
         (or of all the subordinated debt securities, in the case of a default as to all series) may
         direct the time, method and place of conducting any proceedings for any remedy available to the
         indenture trustee or exercising any trust or power conferred on it with respect to the
         subordinated debt securities of the series, as long as the direction does not conflict with any
         law or the subordinated indenture or involve the indenture trustee in personal liability.  The
         indenture trustee may take any other action it deems proper that is not inconsistent with the
         direction of the holders.

Modification of the Indenture

         Without Consent of Holders.  Without the consent of any holders of debt securities, we and the indenture
trustees may enter into supplemental indentures to:

o        evidence the succession of another entity to take our place and assume our covenants;

o        add to our covenants for the benefit of the holders of all or any series of the debt securities, or
         surrender any right or power conferred upon us;

o        add any additional events of default for all or any series of the debt securities;

o        add to or change certain provisions for issuing, exchanging or registering bearer securities, as
         specified in the senior indenture or the subordinated indenture;

o        add to, change or eliminate any provisions of the applicable indenture, but those modifications will not
         apply to debt securities of any series that was created before the modifications;



Page 18

o        establish the form or terms of debt securities of any series as permitted by the unsecured indentures;

o        evidence and provide for a successor or additional indenture trustee;

o        provide security for the debt securities of any series;

o        cure any ambiguity, defect or inconsistency or make any other changes that do not adversely affect the
         interests of the holders of debt securities; or

o        evidence any changes in the disqualification and eligibility requirements applicable to the indenture
         trustee under the senior indenture, as permitted by the senior indenture, or effect any change to
         qualify the senior indenture under the Trust Indenture Act of 1939.

         With Consent of Holders.  We may enter into supplemental indentures with the indenture trustees to
modify the unsecured indentures or the rights of holders of the debt securities, if we obtain the consent of the
holders of at least a majority in principal amount of the debt securities affected by the modification.  However,
without the consent of all affected holders of debt securities, no supplemental indenture may:

o        change the stated maturity of the principal or interest on any debt security, reduce the principal
         amount or interest payable, reduce any premium payable upon redemption, reduce the amount of
         principal of an original issue discount security payable upon its acceleration, change the
         currency in which any debt security is payable, change any right of redemption or repurchase, or
         impair the right to bring suit to enforce any payment;

o        reduce the percentages of holders whose consent is required for any supplemental indenture or waiver or
         reduce the requirements for quorum and voting under the indentures; or

o        modify certain provisions in the unsecured indentures relating to supplemental indentures and waivers of
         covenants and past defaults.

         A supplemental indenture that changes or eliminates any provision of the unsecured indentures expressly
included solely for the benefit of holders of debt securities of one or more particular series will be deemed not
to affect the rights of the holders of debt securities of any other series.

Consolidation, Merger and Sale of Assets; No Financial Covenants

         Subject to the provisions described in the next paragraph, we will preserve our corporate existence.

         We have agreed not to consolidate with or merge into any other entity and not to convey, transfer or
lease our properties and assets substantially as an entirety to any entity, unless:

o        the entity formed by the consolidation or merger, or which acquires or leases our property and assets
         substantially as an entirety, is organized and existing under the laws of the United States or
         any state or the District of Columbia, and expressly assumes, by a supplemental indenture in form
         satisfactory to the indenture trustees, the due and punctual payment of the principal, premium
         and interest on all the debt securities and the performance of all of our covenants under the
         unsecured indentures;

o        immediately after giving effect to the transactions, no event of default, and no event which after
         notice or lapse of time or both would become an event of default, will have happened and be
         continuing; and

o

Page 19

o        we have given the indenture trustees an officers' certificate and legal opinion that all conditions in
         the unsecured indentures relating to the transactions have been complied with.

         The unsecured indentures contain no financial or other similar restrictive covenants.  Any such
covenants with respect to any particular series of debt securities will be set forth in the applicable prospectus
supplement.  There are no provisions of the unsecured indentures that protect holders of the debt securities in
the event of a highly leveraged transaction involving Southern California Edison.  However, management of
Southern California Edison believes that required regulatory approvals of a highly leveraged transaction would be
unlikely to be obtained.

Discharge and Defeasance

         There are significant differences between the provisions of the senior indenture and the subordinated
indenture for defeasance of debt securities and discharge of our obligations.  The respective provisions are
discussed separately below.

         Defeasance of Senior Debt Securities   When we issue a series of senior debt securities, we may specify
that we will be discharged from any and all obligations in respect of those senior debt securities (except as
described below) upon the irrevocable deposit with the indenture trustee of money and/or government obligations
which will provide money in an amount sufficient to pay principal, premium and interest on the senior debt
securities when due in accordance with the terms of the senior indenture and the senior debt securities.  We must
also satisfy conditions that:

o        the deposit will not cause the indenture trustee to have a conflicting interest;

o        there is no event of default under the senior indenture within 91 days after the deposit;

o        the deposit will not result in breach or violation of any applicable laws, the senior indenture or any
         other agreement by which we are bound;

o        the deposit will not result in a trust that is an investment company subject to the Investment Company
         Act of 1940, or such trust will be qualified or exempt from the Investment Company Act of 1940;
         and

o        we have delivered to the indenture trustee an officer's certificate and an opinion of counsel each
         stating that all conditions in the senior indenture to the defeasance and discharge have been
         complied with.

         The discharge of our obligations does not include certain obligations to register the transfer or
exchange of senior debt securities, replace stolen, lost or mutilated senior debt securities, maintain paying
agencies and hold monies for payment in trust and, if so specified as to the senior debt securities of a series,
to pay the principal, premium and interest on those senior debt securities.

         We may specify as to the senior debt securities of a series that the deposit of money described above
will be made only if it will not cause the senior debt securities listed on any nationally recognized securities
exchange to be de-listed.  We may also specify as to a series of senior debt securities that the deposit will be
conditioned on our giving to the indenture trustee an opinion of counsel (who may be our counsel) to the effect
that, based upon applicable United States federal income tax laws or a ruling published by the United States
Internal Revenue Service, the deposit and discharge will not be a taxable event for the holders of the senior
debt securities.

         Defeasance of Subordinated Debt Securities.  The subordinated indenture provides, unless the terms of
the particular series of subordinated debt securities provide otherwise, that upon satisfying several
conditions we may cause ourselves to be:

o        discharged from our obligations, with some exceptions, as to any series of subordinated


Page 20

         debt securities, which we refer to as "defeasance;" and

o        released from our obligations under specified covenants as to any series of subordinated debt
         securities, which we refer to as "covenant defeasance."

         The conditions that we must satisfy for either a defeasance or a covenant defeasance of a series of
subordinated debt securities include:

o        the irrevocable deposit with the indenture trustee, in trust, of money and/or government obligations
         which, through the scheduled payment of principal and interest on those obligations, would
         provide sufficient moneys to pay principal, premium and interest on the subordinated debt
         securities on the maturity dates of the payments or upon redemption;

o        there is no event of default under the subordinated indenture at the time of such deposit or, as to
         defaults related to bankruptcy or similar proceedings, within 90 days after the deposit;

o        notice of redemption of the subordinated debt securities has been given or provided for, if the
         subordinated debt securities are to be redeemed before their stated maturity (other than from
         mandatory sinking fund payments or analogous payments); and

o        we have delivered to the indenture trustee an officer's certificate and an opinion of counsel each
         stating that all conditions to the defeasance or covenant defeasance have been complied with.

         The discharge of our obligations through a defeasance or covenant defeasance does not discharge the
rights of the holders of the defeased subordinated debt securities to receive payments of principal, premium and
interest from the trust funds when due, or our obligations to register the transfer or exchange of subordinated
debt securities, replace stolen, lost or mutilated subordinated debt securities, maintain paying agencies and
hold monies for payment in trust.

         The subordinated indenture permits defeasance as to any series of subordinated debt securities even if a
prior covenant defeasance has occurred as to the subordinated debt securities of that series.  Following a
defeasance, payment of the subordinated debt securities defeased may not be accelerated because of an event of
default.  Following a covenant defeasance, payment of the subordinated debt securities may not be accelerated
because of a breach of the specified covenants affected by the covenant defeasance.  However, if an acceleration
were to occur, the realizable value at the acceleration date of the money and government obligations in the
defeasance trust could be less than the principal and interest then due on the subordinated debt securities
defeased, since the required deposit in the defeasance trust would be based upon scheduled cash flows rather than
market value, which would vary depending upon interest rates and other factors.

         Tax Effects of Defeasance of Debt Securities.  Under current United States federal income tax law, the
defeasance of either senior or subordinated debt securities as described in the preceding paragraphs would be
treated as an exchange of the relevant debt securities in which holders of the debt securities might recognize
gain or loss.  In addition, the amount, timing and character of amounts that holders would be required after the
defeasance to include in income might be different from that which would be includible in the absence of the
defeasance.  You should consult your own tax advisors as to the specific consequences of a defeasance, including
the applicability and effect of tax laws other than United States federal income tax laws.

     Under current United States federal income tax laws, unless accompanied by other changes in the terms of the
subordinated debt securities, covenant defeasance of subordinated debt securities generally should not be treated
as a taxable exchange.



Page 21


Subordination

         Unless we establish other provisions through a board resolution, officer's certificate or supplemental
indenture, which we will describe in a prospectus supplement, the debt securities issued under the subordinated
indenture will be subordinated in the following manner:

o        If our assets are distributed upon our dissolution, winding up, liquidation or reorganization, the
         payment of principal, premium and interest on any subordinated debt securities will be
         subordinated, to the extent provided in the subordinated indenture, to the prior payment in full
         of all senior indebtedness (as defined below), including senior debt securities.  However, our
         obligation to pay principal, premium or interest on the subordinated debt securities will not
         otherwise be affected.

o        No payment on account of principal, premium, sinking fund or interest may be made on the subordinated
         debt securities at any time when there is a default in the payment of principal, premium, sinking
         fund or interest on senior indebtedness.

o        If, while we are in default on senior indebtedness, any payment is received by the indenture trustee
         under the subordinated indenture or the holders of any of the subordinated debt securities before
         we have paid all senior indebtedness in full, the payment or distribution must be paid over to
         the holders of the unpaid senior indebtedness or applied to the repayment of the unpaid senior
         indebtedness.

o        Subject to paying the senior indebtedness in full, the holders of the subordinated debt securities will
         be subrogated to the rights of the holders of the senior indebtedness to the extent that payments
         are made to the holders of senior indebtedness out of the distributive share of the subordinated
         debt securities.

         The term "senior indebtedness" means the principal, premium, interest and any other payment due on any
of the following, whether existing before the subordinated indenture was signed or incurred after it was signed:
(a) all of our indebtedness evidenced by notes, debentures, bonds or other securities sold by us for money or
other obligations for money borrowed, (b) all indebtedness of others of the kinds described in the preceding
clause assumed or guaranteed in any manner by us, and (c) all renewals, extensions or refundings of indebtedness
of the kinds described in either of the preceding clauses, unless it is expressly provided in the case of any
particular obligation described above that it is not superior in right of payment to or is pari passu with the
subordinated debt securities.  Senior indebtedness includes all of our first mortgage bonds and all of the senior
debt securities.

         Due to the subordination, if our assets are distributed upon insolvency, some or all of our general
creditors may recover more ratably than holders of subordinated debt securities.  The subordinated indenture or
applicable supplemental indenture may state that its subordination provisions will not apply to money and
securities held in trust under the satisfaction and discharge and the legal defeasance provisions of the
subordinated indenture.

         If this prospectus is being delivered in connection with the offering of a series of subordinated debt
securities, the accompanying prospectus supplement or the information incorporated by reference in it will set
forth the approximate amount of senior indebtedness outstanding as of a recent date.

Concerning the Indenture Trustees

         The Bank of New York and certain of its affiliates act as trustees for our first and refunding mortgage
bonds and certain pollution control bonds issued on our behalf and for certain securities issued by our parent,
Edison International.  We maintain bank deposits with The Bank of New York and may borrow money from the bank
from time to time.



Page 22


         JPMorgan Chase Bank acts as trustee for certain securities issued by our parent, Edison International.
We and Edison International maintain bank deposits with JPMorgan Chase Bank and may borrow money from the bank
from time to time.

Limitations on Issuance of Bearer Securities

         Senior debt securities may be issued in the form of bearer securities.  Subordinated debt securities may
not be issued in bearer form unless the subordinated indenture is amended to provide for bearer securities.

         In compliance with United States federal tax laws and regulations, bearer securities generally may not
be offered or sold during a restricted period to a person within the United States or its possessions or to or
for the account or benefit of a United States person.  However, subject to certain restrictions and limitations,
offers or sales may be made to:

o        the United States office of an international organization (as defined in Section 7701(a)(18) of the
         Internal Revenue Code of 1986 and the regulations thereunder);

o        the United States office of a foreign central bank (as defined in Section 895 of the Internal Revenue
         Code of 1986 and the regulations thereunder); and

o        United States persons that are (a) foreign branches of United States financial institutions (as defined
         in Treasury Regulation Section 1.165-12(c)(1)(v)), which are purchasing for their own account or
         for resale, or (b) persons that acquire and hold bearer securities through a foreign branch of a
         U.S. financial institution, and in either case, the financial institution agrees to comply with
         the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986.

         Definitive bearer securities will not be delivered during the same restricted period within the United
States and will not be delivered in any event unless the beneficial owner of the bearer securities provides the
required certification as to non-United States beneficial ownership.  The restricted period for these purposes is
the period beginning upon the earlier of the issue date of any bearer securities or the date on which those
bearer securities are first offered and ending 40 days after the issue date or later date in the case of any
unsold original allotment or subscription.

         Bearer securities will bear the following legend on their face and on any interest coupons which may be
detached or, if the obligation is evidenced by a book entry, in the book of record in which the book entry is
made:  "Any United States person who holds this obligation will be subject to limitations under the United States
income tax laws, including the limitations provided in Sections 165(j) and 1287(a) of the United States Internal
Revenue Code."  The sections referred to in the legend provide that a United States person who holds a bearer
security will not be allowed to deduct any loss realized on the sale, exchange or redemption of the bearer
security and any gain (which might otherwise be characterized as capital gain) recognized on the sale, exchange
or redemption will be treated as ordinary income.

         As used herein, "United States person" means an individual who is a citizen or resident of the United
States, a corporation, partnership or other entity created or organized in or under the laws of the United States
or any political subdivision thereof, or any estate or trust the income of which is subject to United States
federal income taxation regardless of its source.

Governing Law

         The senior indenture and the senior debt securities will be governed by and construed in accordance with
the laws of the State of New York.  The subordinated indenture and the subordinated debt securities will be
governed by and construed in accordance with the laws of the State of California, except that the rights, duties,
indemnities and immunities of the indenture trustee will be governed by the laws of the State of New York.



Page 23




                                        DESCRIPTION OF THE PREFERRED STOCK

         The following description of Southern California Edison's preferred stock is a summary, and it does not
describe every aspect of the preferred stock.  Southern California Edison's amended, restated and corrected
articles of incorporation, including the certificates of determination of preferences relating to outstanding
series of preferred stock, which are collectively referred to in this prospectus as the "articles of
incorporation," contain the full legal text of the matters described in this section.  This summary is subject to
and qualified by the articles of incorporation.  Therefore, you should read carefully the detailed provisions of
the articles of incorporation, which we have incorporated by reference as an exhibit to the registration
statement that includes this prospectus.  This summary also is subject to and qualified by the description of the
particular terms of the preferred stock in the applicable prospectus supplement.

General

         The rights, preferences and privileges of the preferred stock are established by the articles of
incorporation.  Whenever we offer and sell preferred stock, our board of directors will adopt and we will file
with the California Secretary of State a new certificate of determination of preferences to establish the terms
of each new series of preferred stock.  We will also set forth the terms in a prospectus supplement.

         Southern California Edison's authorized capital stock consists of the following classes of shares of
stock with the following number of shares per class:

o        cumulative preferred stock - 24,000,000 shares with a par value of $25 per share;

o        $100 cumulative preferred stock - 12,000,000 shares with a par value of $100 per share;

o        preference stock - 50,000,000 shares with no par value; and

o        common stock - 560,000,000 shares with no par value.

         As of June 30, 2003, Southern California Edison had issued and outstanding 5,150,198 shares of
cumulative preferred stock, 1,500,800 shares of $100 cumulative preferred stock, no shares of preference stock,
and 434,888,104 shares of common stock.  All of the outstanding shares of common stock are owned by Edison
International, our corporate parent.

         The Southern California Edison board of directors may authorize the preferred stock to be issued from
time to time as one or more series of cumulative preferred stock or $100 cumulative preferred stock.  For each
new series of preferred stock, the board of directors, within the limitations and restrictions stated in Article
Sixth of the articles of incorporation, may fix the number of shares, dividend rights, dividend rate, conversion
rights, voting rights (in addition to the voting rights provided in the articles of incorporation), rights and
terms of redemption (including sinking fund provisions), redemption price or prices and/or voluntary liquidation
preferences.  All shares of preferred stock will be fully paid and nonassessable and will not have any preemptive
or similar rights.

         We will set forth in a prospectus supplement the following terms of each series of preferred stock
offered through this prospectus:

o        the designation of the series;

o        the total number of shares;

o        the price or prices at which shares will be offered and sold;

o        the dividend rate and dividend payment dates;

o        any mandatory or optional sinking fund, purchase fund or similar provisions;



Page 24


o        the dates, prices and other terms of any optional or mandatory redemption;

o        any voluntary liquidation preferences;

o        the procedures for auction and remarketing, if any, of the shares;

o        any listing of the shares on a securities exchange; and

o        any other specific terms, preferences, rights, limitations or restrictions.

Rank of the Preferred Stock

         Unless we state otherwise in a prospectus supplement, all series of preferred stock, whether of
cumulative preferred stock or $100 cumulative preferred stock, will rank equally as to dividends and payments
upon liquidation, dissolution or winding up.  The preferred stock ranks senior to all of the preference stock and
common stock.  Currently, we have no equity securities outstanding or authorized that would rank senior to the
preferred stock.

Dividend Rights

         Each series of preferred stock is entitled to receive, in preference to the holders of preference stock
and common stock, as declared by the Southern California Edison board of directors, cumulative quarterly cash
dividends at the rate fixed for such series and no more.

         Whenever dividends on any shares of the preferred stock are in default, we may not:

o        pay or declare any dividend on the preference stock or common stock, except a dividend payable in
         preference stock or common stock;

o        purchase or redeem any shares of preference stock or common stock, except with the proceeds of any sale
         of shares of preference stock or common stock; or

o        redeem less than all of the preferred stock or purchase any shares of preferred stock, except through
         offers to all holders of preferred stock in proportion to the par values and market prices per
         share of the respective classes.

         The first mortgage bond indenture securing Southern California Edison's first mortgage bonds provides,
in substance, that Southern California Edison cannot pay any cash dividends except out of surplus at December 31,
1921, and out of earnings since then.  None of Southern California Edison's present earnings reinvested in the
business are restricted by this provision.  Southern California Edison does not expect this provision to have any
adverse effect on its ability to pay dividends on the preferred stock.

Voting Rights

         Each share of cumulative preferred stock is entitled to six votes and each share of $100 cumulative
preferred stock is entitled to two votes on all matters submitted to a vote of shareholders.  Votes may not be
cumulated in electing directors.  The preferred capital stock of Southern California Edison may be increased or
diminished at a meeting of shareholders by a vote of at least two-thirds of the entire subscribed or issued
capital stock.  Because Edison International owns and can vote all the shares of the common stock, which comprise
more than 80 percent of the total shareholder votes, the holders of the preferred stock will not be able to elect
any directors or influence the outcome of any other matters submitted to a vote of shareholders, except as
described below.

         The holders of cumulative preferred stock and/or the holders of $100 cumulative preferred stock are
entitled to vote as separate classes, or as series within either class, on certain matters affecting their
interests.  The affirmative vote or written consent of the holders of at least two-thirds of the shares of the
affected class or series is required to:



Page 25

o        amend the articles of incorporation to change certain basic terms of the class or series with respect to
         dividends, redemption, liquidation, conversion, voting or priority; or

o        authorize, create or increase in amount any stock ranking senior to the class or series.

         The affirmative vote or written consent of the holders of at least a majority of both the cumulative
preferred stock and the $100 cumulative preferred stock, as separate classes, is required to:

o        increase the amount of either class, or authorize, create or increase in amount any stock ranking on a
         parity with the preferred stock;

o        merge or consolidate Southern California Edison, or sell, lease or convey all or substantially all of
         the property or business of Southern California Edison, or part with control of it; or

o        issue any additional shares of preferred stock, or of any class ranking senior to or on a parity with
         the preferred stock, unless the consolidated income of Southern California Edison and its
         subsidiaries for any 36 consecutive months within the last 39 months is at least one and one-half
         times the total of the interest requirements on outstanding debt and dividend requirements on
         outstanding preferred stock for three years.

         However, such vote or consent of the holders of preferred stock will not be required if, at or prior to
the time when any of the actions mentioned above takes place, all of the preferred stock the consent of which
would otherwise be required is redeemed in accordance with the articles of incorporation.

         If there is a default in the payment of six or more quarterly dividends, whether consecutive or not, on
any series of preferred stock or preference stock, then the holders of the preferred stock and preference stock,
voting together as a single class, will have the right to elect two directors until the dividends have been paid
or declared and set apart for payment.

Liquidation Rights

         If Southern California Edison ever liquidates, dissolves or winds up its affairs, the holders of
preferred stock will be entitled to receive liquidation payments before any distribution is made to holders of
preference stock or common stock.  The amount of the payments may vary depending on whether the liquidation is
voluntary or involuntary.  The holders of each series of preferred stock will be entitled to receive:

o        in the event of an involuntary liquidation, the par value of the shares of the series; or

o        in the event of a voluntary liquidation, the liquidation preference fixed by the board of directors at
                the time the series was issued;

together, in either event, with any accrued dividends not previously received.  The voluntary liquidation
preference for each series of preferred stock now outstanding is an amount equal to the redemption price for the
series at the time of the liquidation, together with any accrued dividends not previously paid.  If the amounts
payable to the holders of all outstanding shares of preferred stock are not paid in full, the holders of
preferred stock will share ratably in any distribution of assets in proportion to the full amounts to which they
would otherwise be respectively entitled.

Redemption

         The Southern California Edison board of directors may elect to redeem all or part of any series of
preferred stock at any time, subject to any limitations set when the series is authorized.  The redemption prices
for each series of preferred stock will be set when we issue the series and will include an amount equal to all
accumulated and unpaid dividends on the shares to be redeemed. We must publish notice in newspapers in Los
Angeles, California and Manhattan in New York, New York between 30 and 60 days before the redemption date.  We
also will mail a notice to holders of the shares to be redeemed at their

Page 26



addresses on our books between 30 and 60 days before the redemption date.  If we choose to redeem less
than all the shares of any series, the Southern California Edison board of directors will either determine the
shares to be redeemed by lot or redeem the shares pro rata.  If we give notice of redemption and deposit
sufficient funds into a trust fund to redeem shares of preferred stock, those shares will not accrue dividends
after the redemption date and will no longer be considered to be outstanding shares.

Other Provisions

         Holders of shares of preferred stock will not have any conversion or preemptive rights.  The preferred
stock, when issued, will be fully paid and nonassessable.

Registration and Transfer

         The transfer agent and registrar for the preferred stock will be Wells Fargo Bank Minnesota, N.A.,
161 N. Concord Exchange Street, South St. Paul, Minnesota 55075-1139.


                                        DESCRIPTION OF PREFERRED SECURITIES

         This section and following sections discuss the general terms and conditions of the preferred securities
that we and the trusts may offer through this prospectus, as well as provisions of the related trust agreements,
guarantee agreements and expense agreements to be entered into by Southern California Edison.  Those agreements
contain the full legal text of the matters described in this and following sections.  Because these sections are
summaries, they do not describe every aspect of the preferred securities or the related agreements.  These
summaries are subject to and qualified by all the provisions of the applicable agreements, including definitions
of terms used in the agreements.  Therefore, you should read carefully the detailed provisions of the applicable
agreements, which we have incorporated by reference as exhibits to the registration statement that includes this
prospectus.  These summaries also are subject to and qualified by the description of the particular terms of the
preferred securities in the applicable prospectus supplement.

General

         Southern California Edison will enter into an amended and restated trust agreement (referred to as a
"trust agreement" in this prospectus) for each of SCE Trust I and SCE Trust II before each trust issues any
preferred securities.  Each trust agreement will authorize the regular trustees to issue on behalf of each trust
one series of preferred securities that will have the terms described in a prospectus supplement.  The proceeds
from the sale of a trust's preferred and common securities will be used by the trust to purchase a series of
subordinated debt securities issued by Southern California Edison.  The terms of the subordinated debt securities
will mirror the terms of the preferred securities.  The subordinated debt securities will be held in trust by the
property trustee for the benefit of the holders of the preferred and common securities.

         Southern California Edison also will enter into a guarantee agreement (referred to as a "preferred
securities guarantee" in this prospectus) with each trust, under which Southern California Edison will agree to
make payments of distributions and payments on redemption or liquidation with respect to a trust's preferred
securities, but only to the extent the trust has funds available to make those payments and has not made the
payments.  See "Description of Preferred Securities Guarantees" below.

         The assets of a trust available for distribution to the holders of its preferred securities will be
limited to payments from Southern California Edison under the series of subordinated debt securities held by the
trust.  If Southern California Edison fails to make a payment on the subordinated debt securities, the trust will
not have sufficient funds to make related payments, including distributions, on its preferred securities.

         Each preferred securities guarantee, when taken together with Southern California Edison's obligations
under the related series of subordinated debt securities, the subordinated indenture, the


Page 27


related trust agreement and the related expense agreement (as described below), will provide a full and
unconditional guarantee by Southern California Edison of amounts due on the preferred securities issued by a
trust.

         Each trust agreement will be qualified as an indenture under the Trust Indenture Act of 1939.  Each
property trustee will act as indenture trustee for the preferred securities to be issued by the applicable
trust, in order to comply with the provisions of the Trust Indenture Act of 1939.

         Each series of preferred securities will have the terms, including those regarding distributions,
redemption, voting, liquidation rights and the other preferred, deferred or other special rights or other
restrictions, as described in the relevant trust agreement or made part of the trust agreement by the Trust
Indenture Act of 1939 or the Delaware Statutory Trust Act.  The terms of the preferred securities will mirror the
terms of the subordinated debt securities held by the trust.

         The prospectus supplement relating to the preferred securities of a trust will describe the specific
terms of the preferred securities, including:

o        the name of the preferred securities;

o        the dollar amount and number of securities issued;

o        any provision relating to deferral of distribution payments;

o        the annual distribution rate(s), or method of determining the rate(s), the payment date(s) and the
         record dates used to determine the holders who are to receive distributions;

o        the date from which distributions will be cumulative;

o        the optional redemption provisions, if any, including the prices, time periods and other terms and
         conditions for which the preferred securities will be purchased or redeemed, in whole or in part;

o        the terms and conditions, if any, upon which the applicable series of subordinated debt securities may
         be distributed to holders of the preferred securities;

o        the voting rights, if any, of holders of the preferred securities;

o        any securities exchange on which the preferred securities will be listed;

o        whether the preferred securities are to be issued in book-entry form and represented by one or more
         global certificates and, if so, the depository for the global certificates and the specific terms
         of the depositary arrangements; and

o        any other relevant rights, preferences, privileges, limitations or restrictions of the preferred
         securities.

         In connection with the issuance of preferred securities, each trust will issue one series of common
securities having the terms (including distributions, redemption, voting, liquidation rights or such
restrictions) as will be set forth in the prospectus supplement.  Except for voting rights, the terms of the
common securities will be substantially identical to the terms of the preferred securities.  The common
securities will rank equally, and payments will be made on the common securities pro rata, with the preferred
securities, except that, upon an event of default, the rights of the holders of the common securities to payment
in respect of distributions and payments upon liquidation, redemption and otherwise will be subordinated to the
rights of the holders of the preferred securities.  Unless an event of default has occurred and is continuing,
the common securities of a trust carry the right to vote and to appoint, remove or replace any of the trustees of
that trust.  All of the common securities of each trust will be directly or indirectly owned by Southern
California Edison.



Page 28


         Each prospectus supplement will describe various United States federal income tax considerations
applicable to the purchase, holding and disposition of the series of preferred securities covered by the
prospectus supplement.

Liquidation Distribution Upon Dissolution

         Unless otherwise specified in an applicable prospectus supplement, each trust agreement states that the
related trust shall be dissolved:

o        on the expiration of the term of the trust;

o        upon the bankruptcy, dissolution or liquidation of Southern California Edison;

o        upon direction by Southern California Edison to the property trustee to dissolve the trust and
         distribute the related subordinated debt securities directly to the holders of the preferred and
         common securities of the trust;

o        upon the redemption of all of the preferred securities of the trust in connection with the redemption of
         all of the related subordinated debt securities; or

o        upon entry of a court order for the dissolution of the trust.

         Unless otherwise specified in an applicable prospectus supplement, in the event of a dissolution other
than as described in the fourth bullet point above, after the trust satisfies all liabilities to its creditors as
provided by applicable law, each holder of the preferred or common securities will be entitled to receive:

o        the related subordinated debt securities in an aggregate principal amount equal to the aggregate
         liquidation amount of the preferred or common securities held by the holder; or

o        if such a distribution of related subordinated debt securities is determined by the property trustee not
         to be practical, cash equal to the aggregate liquidation amount of the preferred or common
         securities held by the holder, plus accumulated and unpaid distributions to the date of payment.

         If the trust cannot pay the full amount due on its preferred and common securities because insufficient
assets are available for payment, then the amounts payable by the trust on its preferred and common securities
will be paid on a pro rata basis.  However, if an event of default under the related subordinated indenture has
occurred and is continuing, the total amounts due on the preferred securities will be paid before any
distribution on the common securities.

Events of Default

         An "event of default" under a trust agreement occurs if:

o        an event of default occurs under the subordinated indenture relating to a series of subordinated debt
         securities (see "Description of Debt Securities--Events of Default and Remedies for Subordinated
         Debt Securities" above);

o        the trust does not pay any distribution on its preferred or common securities within 30 days of when it
         is due;

o        the trust does not pay any redemption payment on its preferred or common securities when it is due;

o        the trustees remain in breach of any other covenant or warranty in the trust agreement for 90 days after
         receiving notice from the holders of at least 25 percent in aggregate liquidation amount of the
         outstanding preferred securities; or



Page 29


o        the property trustee files for bankruptcy or becomes subject to specified proceedings involving
         bankruptcy, insolvency or reorganization, and we fail to appoint a successor property trustee
         within 60 days.

         Southern California Edison and the regular trustees of a trust must file annually with the property
trustee for the trust a certificate stating whether or not they are in compliance with all the applicable
conditions and covenants under the related trust agreement.

         If an event of default occurs under the subordinated indenture, and the indenture trustee and the
holders of not less than 25 percent in principal amount of the related subordinated debt securities outstanding
fail to declare the principal of all of such subordinated debt securities to be immediately due and payable, the
holders of at least 25 percent in aggregate liquidation amount of the outstanding preferred securities of the
applicable trust will have the right to declare such principal immediately due and payable, by providing notice
in writing to Southern California Edison and the indenture trustee.

         If Southern California Edison fails to pay principal, premium, if any, or interest on a series of
subordinated debt securities when payable, then a holder of the related preferred securities may directly sue
Southern California Edison, to the fullest extent permitted by law, to collect its pro rata share of payments
owed.

Consolidation, Merger or Amalgamation of the Trusts

         A trust may not consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or
lease its properties and assets substantially as an entirety to any corporation or other body, except as
described below or as described above under the heading "Liquidation Distribution Upon Dissolution."  A trust
may, with the consent of the holders of at least a majority in aggregate liquidation amount of its outstanding
preferred securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease
its properties and assets substantially as an entirety to another trust, if:

o       the successor entity either

        o      expressly assumes all of the obligations of the trust relating to its preferred securities; or

        o      substitutes for the trust's preferred securities other securities having substantially the same terms as
               the preferred securities, so long as those successor securities rank the same as the
               preferred securities for distributions and payments upon liquidation, redemption and
               otherwise;

o        Southern California Edison expressly appoints a trustee of the successor entity who has substantially
         the same powers and duties as the property trustee of the trust as the holder of the particular
         series of subordinated debt securities;

o        the preferred securities are listed or traded, or any successor securities will be listed upon notice of
         issuance, on the same national securities exchange or other organization on which the preferred
         securities are then listed or traded;

o        the transaction does not cause the preferred securities or any successor securities to be downgraded by
         any national rating agency;

o        the transaction does not adversely affect the rights, preferences and privileges of the holders of the
         preferred securities or any successor securities in any material way;

o        the successor entity has a purpose substantially identical to that of the trust;



Page 30


o        prior to the transaction, Southern California Edison has received an opinion of counsel from a
         nationally recognized law firm stating that:

         o      the transaction does not adversely affect the rights, preferences and privileges of the holders of the
                trust's preferred securities or any successor securities in any material way; and

         o      following the transaction, neither the trust nor the successor entity will be required to register as an
                investment company under the Investment Company Act of 1940; and

         o      Southern California Edison owns all of the common securities of the successor entity and guarantees the
                obligations of the successor entity under the successor securities at least to the extent
                provided under the applicable preferred securities guarantee.

         In addition, unless all of the holders of the preferred securities approve otherwise, a trust may not
consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and
assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate,
merge with or into, or replace it, if the transaction would cause the trust or the successor entity to be
classified other than as a grantor trust for United States federal income tax purposes.

Voting Rights; Amendment of Trust Agreement

         Unless otherwise specified in an applicable prospectus supplement, the holders of preferred securities
will have no voting rights except as discussed below and under the headings "Consolidation, Merger or
Amalgamation of the Trusts" and "Description of the Preferred Securities Guarantees--Amendments and Assignment"
above, and as otherwise required by law and the trust agreement for the trust.  On any matter as to which voting
rights exist, the holders of preferred securities will be entitled to one vote for each liquidation amount (as
provided in the applicable trust agreement) of preferred securities they hold.

         If any proposed amendment to the trust agreement of a trust provides for, or the regular trustees of the
trust otherwise propose to effect:

o        any  action  that would  adversely  affect  the  powers,  preferences  or  special  rights of the  trust's
         preferred  securities in any material  respect,  whether by way of amendment to the trust agreement
         or otherwise; or

o        the dissolution, winding-up or termination of the trust other than pursuant to the terms of its trust
         agreement,

then the holders of the trust's preferred securities as a class will be entitled to vote on the amendment or
proposal. In that case, the amendment or proposal will be effective only if approved by the holders of at least a
majority in aggregate liquidation amount of the preferred securities.

         The trust agreement of a trust may be amended from time to time by Southern California Edison and the
regular trustees of the trust, without the consent of the holders of preferred securities of the trust, to:

o        cure any ambiguity, correct or supplement any provision which may be inconsistent with any other
         provision, or make provisions not inconsistent with any other provisions with respect to matters
         or questions arising under the trust agreement, in each case to the extent that the amendment
         does not adversely affect the interests of any holder of preferred securities of the trust in any
         material respect; or

o        modify, eliminate or add to any provisions to the extent necessary to ensure that the trust will not be
         classified as other than a grantor trust for United States federal income tax

Page 31


         purposes or to ensure that the trust will not be required to register as an "investment company" under
         the Investment Company Act of 1940.

         Except as provided in the next paragraph, other amendments to the trust agreement of a trust may be made
by Southern California Edison and the trustees of the trust upon:

o        approval of the holders of a majority in aggregate liquidation amount of the outstanding preferred
         securities of the trust; and

o        receipt by the trustees of the trust of an opinion of counsel to the effect that such amendment will not
         affect the trust's status as a grantor trust for United States federal income tax purposes or the
         trust's exemption from the Investment Company Act of 1940.

         Notwithstanding the foregoing, without the consent of each affected holder of common or preferred
securities of a trust, the trust agreement of the trust may not be amended to:

o        change the amount or timing of any distribution on the common or preferred securities of the trust or
         otherwise adversely affect the amount of any distribution required to be made in respect of such
         securities as of a specified date; or

o        restrict the right of a holder of any such securities to institute suit for the enforcement of any such
         payment on or after such date.

         In addition, no amendment may be made to a trust agreement if the amendment would:

o        cause the related trust to be characterized as other than a grantor trust for United States federal
         income tax purposes;

o        cause the related trust to be deemed to be an "investment company" which is required to be registered
         under the Investment Company Act of 1940; or

o        impose any additional obligation on Southern California Edison, the property trustee or the Delaware
         trustee without its consent.

         Neither the property trustee nor the Delaware trustee is required to enter into any amendment to a trust
agreement that affects its own rights, duties and immunities under the trust agreement.  The property trustee is
entitled to receive an opinion of counsel and an officer's certificate stating that any amendment complies with
the trust agreement and any conditions precedent to the amendment have been satisfied.

         Without obtaining the prior approval of the holders of a majority in aggregate liquidation amount of the
preferred securities of a trust, the trustees of the trust may not:

o        direct the time,  method and place of conducting any proceeding for any remedy  available to the indenture
         trustee for the  subordinated  debt  securities  held by the trust or executing  any trust or power
         conferred on the property trustee with respect to such securities;

o        waive any default that is waivable under the subordinated indenture;

o        cancel an acceleration of the principal of the subordinated debt securities; or

o        consent to any amendment, modification or termination of the subordinated indenture or the subordinated
         debt securities where such consent is required.

         However, if a consent under the subordinated indenture requires the consent of each affected holder of
subordinated debt securities, then the property trustee must obtain the prior consent of each holder of preferred
securities.  The trustees of the trust may not revoke any action previously authorized by a vote of the holders
of the preferred securities except by a subsequent vote of the holders of the preferred securities.  In addition,
before taking any of the foregoing actions, the property trustee must

Page 32


obtain an opinion of counsel stating that the action will not cause the trust to be classified as other
than a grantor trust for United States federal income tax purposes.

         The property  trustee of a trust will notify all preferred  securities  holders of the trust of any notice
of default received from the indenture trustee with respect to the subordinated debt securities held by the trust.

Removal and Replacement of Trustees

         The holder of a trust's common securities may remove or replace any of the regular trustees and, unless
an event of default has occurred and is continuing under the subordinated indenture, the property and Delaware
trustees of the trust.  If such an event of default has occurred and is continuing, only the holders of a
majority in aggregate liquidation amount of the trust's preferred securities may remove or replace the property
and Delaware trustees.  The resignation or removal of any trustee of the trusts will be effective only on the
acceptance of appointment by the successor trustee in accordance with the provisions of the trust agreement for
the trust.

Information Concerning the Property Trustees

         For matters relating to compliance with the Trust Indenture Act of 1939, the property trustee of each
trust will have all of the duties and responsibilities of an indenture trustee under the Trust Indenture Act of
1939.  Each property trustee, other than during the occurrence and continuance of a default under the applicable
trust agreement, undertakes to perform only the duties as are specifically set forth in the applicable trust
agreement and, after a default, must use the same degree of care and skill as a prudent person would exercise or
use in the conduct of his or her own affairs.  Subject to this provision, a property trustee is under no
obligation to exercise any of the powers given it by the applicable trust agreement at the request of any holder
of preferred securities unless it is offered reasonable security or indemnity against the costs, expenses and
liabilities that it might incur.  If the property trustee is required to decide between alternative courses of
action, construe ambiguous provisions in the applicable trust agreement or is unsure of the application of any
provision of the applicable trust agreement, and the matter is not one on which the holders of preferred
securities are entitled to vote, then the property trustee will take such action as it deems advisable and in the
best interests of the holders of the preferred and common securities.  In this event, the property trustee will
have no liability except for its own bad faith, negligence or willful misconduct.

         The property trustee for each of the trusts is the same entity and will also serve as the indenture
trustee under the subordinated indenture and the guarantee trustee under each of the guarantee agreements.
Southern California Edison and certain of its affiliates maintain deposit accounts and banking relationships with
the property trustee.

Miscellaneous

         The trustees of each trust are authorized and directed to conduct the affairs of and to operate the
trust in such a way that:

o        it will not be deemed to be an "investment company" required to be registered under the Investment
         Company Act of 1940;

o        it will be classified as a grantor trust for United States federal income tax purposes; and

o        the subordinated debt securities held by it will be treated as indebtedness of Southern California
         Edison for United States federal income tax purposes.

         Southern California Edison and the trustees of each trust are authorized to take any action (so long as
it is consistent with applicable law or the applicable certificate of trust or trust agreement) that Southern
California Edison and the trustees of the trust determine to be necessary or desirable for such purposes.


Page 33


         Registered holders of preferred securities have no preemptive or similar rights.

         A trust may not borrow money, issue debt, execute mortgages or pledge any of its assets.

Governing Law

         Each trust agreement and the related preferred securities will be governed by and construed in
accordance with the laws of the State of Delaware.


                                  DESCRIPTION OF PREFERRED SECURITIES GUARANTEES

General

         Southern California Edison will execute a guarantee agreement, referred to herein as a "preferred
securities guarantee," for the benefit of the holders of preferred securities, at the time that a trust issues
those preferred securities.  Each preferred securities guarantee will be qualified as an indenture under the
Trust Indenture Act of 1939.  JPMorgan Chase Bank will act as indenture trustee, referred to herein as the
"guarantee trustee," under each preferred securities guarantee for the purposes of compliance with the Trust
Indenture Act of 1939.

         The guarantee trustee will hold each preferred securities guarantee for the benefit of the preferred
securities holders of the applicable trust.

         Southern California Edison will irrevocably agree, as described in each preferred securities guarantee,
to pay in full, to the holders of the preferred securities issued by the applicable trust, the preferred
securities guarantee payments (as defined below), except to the extent previously paid, when and as due,
regardless of any defense, right of set-off or counterclaim which the trust may have or assert.  The following
payments, to the extent not paid by a trust, referred to herein as "preferred securities guarantee payments,"
will be covered by the applicable preferred securities guarantee:

o        any accumulated and unpaid distributions required to be paid on the applicable preferred securities, to
         the extent that the trust has funds available to make the payment;

o        the redemption price, to the extent that the trust has funds available to make the payment; and

o        upon a voluntary or involuntary dissolution, termination, winding-up or liquidation of the trust (other
         than in connection with a distribution of subordinated debt securities to holders of the
         preferred securities), the lesser of:

         o      the aggregate of the liquidation amounts specified in the prospectus supplement for each preferred
         security plus all accumulated and unpaid distributions on the preferred security to the
         date of payment, to the extent the trust has funds available to make the payment; and

         o      the amount of assets of the trust remaining available for distribution to holders of its preferred
         securities upon liquidation of the trust.

         Southern California Edison's obligation to make a preferred securities guarantee payment may be
satisfied by directly paying the required amounts to the holders of the preferred securities or by causing the
trust to pay the amounts to the holders.

Status of the Preferred Securities Guarantees

         Each preferred securities guarantee will constitute an unsecured obligation of Southern California
Edison and will rank:

o        subordinate and junior in right of payment to all of Southern California Edison's other liabilities
         except those that rank equally or are subordinate by their terms; and



Page 34


o        equal with any other preferred securities guarantee now or hereafter issued by Southern California
         Edison on behalf of the holders of preferred securities issued by any other trust.

         Each preferred securities guarantee will constitute a guarantee of payment and not of collection (in
other words, the holder of the guaranteed security may sue Southern California Edison, or seek other remedies, to
enforce its rights under the preferred securities guarantee without first suing any other person or entity).  A
preferred securities guarantee will not be discharged except by payment of the preferred securities guarantee
payments in full to the extent not otherwise paid or upon distribution to the applicable preferred securities
holders of the related subordinated debt securities pursuant to the applicable trust agreement.

Amendments and Assignment

         Except with respect to any changes which do not adversely affect the rights of holders of preferred
securities in any material respect (in which case no consent of the holders will be required), a preferred
securities guarantee may be amended only with the prior approval of the holders of at least a majority in
aggregate liquidation amount of the preferred securities.  A description of the way to obtain any approval
appears under the heading "Description of Preferred Securities--Voting Rights; Amendment of Trust Agreements"
above.  All guarantees and agreements contained in a preferred securities guarantee will be binding on Southern
California Edison's successors, assigns, receivers, trustees and representatives and are for the benefit of the
holders of the applicable preferred securities.

Events of Default

         An event of default under a preferred securities guarantee occurs if Southern California Edison fails to
make any of its required payments when due or fails to perform any of its other obligations under the preferred
securities guarantee for more than 30 days.

         The holders of at least a majority in aggregate liquidation amount of the preferred securities relating
to each preferred securities guarantee will have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the guarantee trustee relating to the preferred securities guarantee or to
direct the exercise of any trust or power given to the guarantee trustee under the preferred securities
guarantee.  In addition, any holder of preferred securities may bring a legal proceeding directly against
Southern California Edison to enforce its rights under the preferred securities guarantee, without first taking
legal action against the guarantee trustee, the trust or any other person.

Information Concerning Guarantee Trustees

         The guarantee trustee under a preferred securities guarantee, other than during the occurrence and
continuance of a default under the preferred securities guarantee, will perform only the duties that are
specifically described in the preferred securities guarantee.  After such a default, the guarantee trustee will
exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his or her
own affairs.  Subject to this provision, a guarantee trustee is under no obligation to exercise any of its powers
as described in the applicable preferred securities guarantee at the request of any holder of covered preferred
securities unless it is offered security and indemnity satisfactory to it against the costs, expenses and
liabilities that it might incur.

Termination of the Preferred Securities Guarantees

         Each preferred securities guarantee will terminate upon full payment of the redemption price of all the
applicable preferred securities, distribution of the related subordinated debt securities to the holders of the
preferred securities, or full payment of the amounts payable in accordance with the applicable trust agreement
upon liquidation of the applicable trust.  Each preferred securities guarantee will continue to be effective or
will be reinstated if at any time any holder of preferred securities issued by the applicable trust must restore
payment of any sums paid under the preferred securities or the preferred securities guarantee.


Page 35

Governing Law

         The preferred securities guarantees will be governed by and construed in accordance with the laws of the
State of California, except that the rights, duties, immunities and indemnities of the guarantee trustee shall be
governed by the laws of the State of New York.


                                         DESCRIPTION OF EXPENSE AGREEMENTS

         Southern California Edison will execute an expense agreement at the same time that a trust issues
preferred securities.  Under the expense agreement, Southern California Edison will irrevocably and
unconditionally guarantee to each creditor of the trust the full amount of the trust's costs, expenses and
liabilities, other than the amounts owed to holders of its preferred and common securities pursuant to the terms
of those securities.  The creditors of the trust will be entitled to enforce the expense agreement.

         Southern California Edison's obligations under the expense agreement will be subordinated in right of
payment to the same extent as the preferred securities guarantee.  The expense agreement will contain provisions
regarding amendment, termination, assignment, succession and governing law similar to those contained in the
preferred securities guarantee.


                RELATIONSHIP AMONG PREFERRED SECURITIES, PREFERRED SECURITIES GUARANTEES AND
                                SUBORDINATED DEBT SECURITIES HELD BY EACH TRUST

         Payments of distributions and redemption and liquidation payments due on each series of preferred
securities (to the extent the applicable trust has funds available for the payments) will be guaranteed by
Southern California Edison to the extent described under the heading "Description of Preferred Securities
Guarantees" above.  No single document executed by Southern California Edison in connection with the issuance of
any series of preferred securities will provide for its full, irrevocable and unconditional guarantee of the
preferred securities.  It is only the combined operation of Southern California Edison's obligations under the
applicable preferred securities guarantee, trust agreement, subordinated indenture, subordinated debt securities
and expense agreement that has the effect of providing a full, irrevocable and unconditional guarantee of a
trust's obligations under its preferred securities.

         As long as Southern California Edison makes payments of interest and other payments when due on the
subordinated debt securities held by a trust, the payments will be sufficient to cover the payment of
distributions and redemption and liquidation payments due on the preferred securities issued by that trust,
primarily because:

o        the aggregate principal amount of the subordinated debt securities will be equal to the sum of the
         aggregate liquidation amounts of the preferred and common securities;

o        the interest rate and interest and other  payment dates on the  subordinated  debt  securities  will match
         the distribution rate and distribution and other payment dates for the preferred securities;

o        Southern California Edison has agreed to pay for any and all costs, expenses and liabilities of each
         trust except the trust's obligations under its preferred securities; and

o        each trust agreement provides that the related trust will not engage in any activity that is not
         consistent with the limited purposes of the trust.

         If and to the extent that Southern California Edison does not make payments on the subordinated debt
securities, the trust will not have funds available to make payments of distributions or other amounts due on its
preferred securities.  In those circumstances, a holder of preferred securities of the trust will not be able to
rely upon the preferred securities guarantee for payment of these amounts.  Instead, the holder may directly sue
Southern California Edison or seek other remedies to collect its pro rata share of


Page 36


payments owed.  If a holder sues Southern California Edison to collect payment, then Southern California
Edison will assume the holder's rights as a holder of preferred securities under the trust's trust agreement to
the extent Southern California Edison makes a payment to the holder in any legal action.

         A holder of any preferred security may sue Southern California Edison, or seek other remedies, to
enforce its rights under the applicable preferred securities guarantee without first suing the applicable
guarantee trustee, the trust which issued the preferred security or any other person or entity.


                                                      EXPERTS

         The financial statements for the year ended December 31, 2002, incorporated in this prospectus by
reference to the Annual Report on Form 10-K for the year ended December 31, 2002, have been so incorporated in
reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said
firm as experts in auditing and accounting.

         The financial statements and the related financial statement schedules of Southern California Edison for
the years ended December 31, 2001 and 2000, have been audited by Arthur Andersen LLP, independent accountants, as
stated in their report dated March 25, 2002.  Arthur Andersen has not consented to the incorporation by reference
of their report in this prospectus, and we have dispensed with the requirement to file Arthur Andersen's consent
in reliance on Rule 437a under the Securities Act.  Because Arthur Andersen has not consented to the inclusion of
their report in this prospectus, your ability to assert claims against Arthur Andersen LLP may be limited.


                          VALIDITY OF THE SECURITIES AND PREFERRED SECURITIES GUARANTEES

         The validity of the first mortgage bonds, debt securities, the preferred stock, the preferred securities
and the preferred securities guarantees offered by this prospectus will be passed upon for Southern California
Edison by Stephen E. Pickett, its Vice President and General Counsel, Barbara E. Mathews, its Associate General
Counsel, or Kenneth S. Stewart, its Assistant General Counsel, and for any underwriters by their counsel.  The
validity of the preferred securities under Delaware law will be passed upon by Richards, Layton & Finger, P.A.,
special Delaware counsel for Southern California Edison and the trusts.

         Mr. Pickett, Ms. Mathews and Mr. Stewart are salaried employees of Southern California Edison and share
in the benefits available to employees.  As of June 30, 2003, their direct or indirect interests in shares of
Edison International's common stock were:  Mr. Pickett - 183,821 shares, Ms. Mathews - 99,192 shares, and Mr.
Stewart - 59,763 shares.  These shares include those beneficially owned through an employee stock savings plan
and a dividend reinvestment plan, and options and deferred stock units awarded under an executive incentive
plan.  They own no securities of Southern California Edison or the trusts.


                                               PLAN OF DISTRIBUTION

         We may sell the securities described in this prospectus from time to time in one or more
transactions:

o        to purchasers directly;

o        to underwriters for public offering and sale by them;

o        through agents;

o        through dealers; or

o        through a combination of any of the foregoing methods of sale.

         We may distribute the securities from time to time in one or more transactions at:



Page 37

o        a fixed price or prices, which may be changed;

o        market prices prevailing at the time of sale;

o        prices related to such prevailing market prices; or

o        negotiated prices.

Direct Sales

         We may sell the securities directly to institutional investors or others who may be deemed to be
underwriters within the meaning of the Securities Act of 1933, as amended, with respect to any resale of the
securities.  We will describe in a prospectus supplement the terms of any sale of securities.

To Underwriters

         The applicable prospectus supplement will name any underwriter involved in a sale of securities.
Underwriters may offer and sell securities at a fixed price or prices, which may be changed, or from time to time
at market prices or at negotiated prices.  Underwriters may be deemed to have received compensation from us from
sales of securities in the form of underwriting discounts or commissions and may also receive commissions from
purchasers of securities for whom they may act as agent.  Underwriters may be involved in any at the market
offering of equity securities by or on our behalf.

         Underwriters may sell securities to or through dealers, and such dealers may receive compensation in the
form of discounts, concessions or commissions from the underwriters and/or commissions (which may be changed from
time to time) from the purchasers for whom they may act as agent.

         Unless otherwise provided in a prospectus supplement, the obligations of any underwriters to purchase
securities will be subject to certain conditions precedent, and the underwriters will be obligated to purchase
all the securities if any are purchased.

Through Agents and Dealers

         We will name any agent involved in a sale of securities, as well as any commissions payable by us to
such agent, in a prospectus supplement.  Unless we indicate differently in the applicable prospectus supplement,
any such agent will be acting on a reasonable efforts basis for the period of its appointment.

         If we use a dealer in the sale of the securities, we will sell the securities to the dealer.  The dealer
may then resell the securities to the public at varying prices to be determined by the dealer at the time of
resale.

Delayed Delivery Contracts

         If we so specify in the applicable prospectus supplement, we will authorize underwriters, dealers and
agents to solicit offers by certain institutions to purchase the securities pursuant to contracts providing for
payment and delivery on future dates.  Institutions with whom the contracts, when authorized, may be made include
commercial and savings banks, insurance companies, pension funds, investment companies, educational and
charitable institutions, and other institutions, but shall in all cases be subject to the approval of Southern
California Edison.  Such contracts will be subject to only those conditions set forth in the applicable
prospectus supplement and the condition that the purchase by an institution of the securities covered under any
such contract shall not at the time of delivery be prohibited under the laws of any jurisdiction in the United
States to which that institution is subject.

         The underwriters, dealers and agents will not be responsible for the validity or performance of the
contracts.  We will set forth in the prospectus supplement relating to the contracts the price to be paid for the
securities, the commissions payable for solicitation of the contracts and the date in the future for delivery of
the securities.



Page 38

General Information

         Underwriters, dealers and agents participating in a sale of the securities may be deemed to be
underwriters as defined in the Securities Act of 1933, and any discounts and commissions received by them and any
profit realized by them on resale of the securities may be deemed to be underwriting discounts and commissions
under the Securities Act of 1933.  We may have agreements with underwriters, dealers and agents to indemnify them
against certain civil liabilities, including liabilities under the Securities Act of 1933, and to reimburse them
for certain expenses.

         Underwriters or agents and their associates may be customers of, engage in transactions with or perform
services for us or our affiliates in the ordinary course of business.

         Unless we indicate differently in a prospectus supplement, we will not list the securities on any
securities exchange.  The securities will be a new issue of securities with no established trading market. Any
underwriters that purchase securities for public offering and sale may make a market in such securities, but such
underwriters will not be obligated to do so and may discontinue any market making at any time without notice.  We
make no assurance as to the liquidity of or the trading markets for any securities.

         To facilitate a debt securities offering, any underwriter may engage in over-allotment, stabilizing
transactions, short covering transactions and penalty bids in accordance with Regulation M under the Securities
Exchange Act of 1934.

o        Over-allotment involves sales in excess of the offering size, which creates a short position.

o        Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids
         do not exceed a specified maximum.

o        Short covering positions involve purchases of the securities in the open market after the distribution
         is completed to cover short positions.

o        Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities
         originally sold by the dealer are purchased in a covering transaction to cover short positions.

         Those activities may cause the price of the debt securities to be higher than it otherwise would be.  If
commenced, the activities may be discontinued by the underwriters at any time.


                                        WHERE YOU CAN FIND MORE INFORMATION

Available Information

         We file reports, proxy statements and other information with the Securities and Exchange Commission.
You may read and copy these reports and proxy statements and other information at the Public Reference Room
maintained by the Securities and Exchange Commission at 450 Fifth Street, N.W., Washington, D.C. 20549.  You may
obtain further information on the operation of the Securities and Exchange Commission's Public Reference Room by
calling them at 1-800-SEC-0330.

         The Securities and Exchange Commission also maintains an Internet web site that contains reports, proxy
statements and other information about issuers, such as Southern California Edison, that file electronically with
the Securities and Exchange Commission.  The address of that web site is http://www.sec.gov.

         You may also review reports, proxy statements and other information about Southern California Edison at
our offices at 2244 Walnut Grove Avenue, Rosemead, California 91770.  You may view and obtain copies of some of
those reports and other information on the web site maintained by Southern California Edison's parent, Edison
International, at http://www.edison.com.



Page 39


         This prospectus is part of a registration statement that we filed with the Securities and Exchange
Commission.  You may obtain the full registration statement from the Securities and Exchange Commission or us, as
indicated below.  We filed forms or copies of the articles of incorporation, indentures and other documents
establishing the terms of the offered securities as exhibits to the registration statement.  Statements in this
prospectus or any supplement about these documents are summaries.  You should refer to the actual documents for a
more complete description of the relevant matters.

Incorporation by Reference

         The rules of the Securities and Exchange Commission allow us to "incorporate by reference" into this
prospectus, which means that we can disclose important information to you by referring you to another document
filed separately with the Securities and Exchange Commission.  The information incorporated by reference is
considered to be part of this prospectus, and later information that we file with the Securities and Exchange
Commission will automatically update and supersede the earlier information.  This prospectus incorporates by
reference the documents listed below that we have previously filed or may file in the future with the Securities
and Exchange Commission.  These documents contain important information about Southern California Edison.

o        Our Annual Report on Form 10-K for the year ended December 31, 2002.

o        Our Quarterly Reports on Form 10-Q for the quarters ended March 31, and June 30, 2003.

o        Our Current Reports on Form 8-K dated January 13, February 4, July 10, August 21, and October 16, 2003.

o        The "Description of Registrant's Securities to be Registered" on page 2 of our Registration Statement on
         Form 8-A dated February 13, 1999, which incorporates by reference the material appearing under
         the headings "Description of the Preferred Stock" in the prospectus dated February 21, 1990, and
         "Certain Terms of the New Stock" in the prospectus supplement dated January 21, 1992, contained in
         our registration statement on Form S-3 (Registration Number 33-33406).

o        All additional documents that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
         Securities Exchange Act of 1934 between the date of this prospectus and the end of the offering
         of the securities described in this prospectus.  Those documents include Annual Reports on Form
         10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and proxy statements mailed to
         our shareholders.

         Upon request, we will provide a copy of any of these filings without charge to each person to whom a
copy of this prospectus has been delivered.  You may request a copy of these filings by writing or calling us at:

                                        Southern California Edison Company
                                             2244 Walnut Grove Avenue
                                                   P.O. Box 800
                                            Rosemead, California 91770
                                          Attention: Corporate Governance
                                             Telephone (626) 302-2662
                                                Fax (626) 302-2610





Page 40



                                                      PART II

                                      INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.    Other Expenses of Issuance and Distribution.

         The following is a statement of estimated expenses in connection with the issuance and distribution of
the securities being registered, other than underwriting discounts and commissions.

        1.  Securities and Exchange Commission Registration Fee.....................................       $157,755
        2.  California Public Utilities Commission Fees.............................................        131,000
        3.  Printing, Engraving and Freight Expenses................................................         10,000
        4.  Legal Fees and Expenses.................................................................        200,000
        5.  Accounting Fees and Expenses............................................................         60,000
        6.  Trustee Fees and Expenses...............................................................         12,000
        7.  Blue Sky and Legal Investment Fees and Expenses.........................................         15,000
        8.  Rating Agency Fees......................................................................        245,000
        9.  Miscellaneous...........................................................................         10,000
                                                                                                        -----------
                  Total.............................................................................       $840,755
                                                                                                           ========

Item 15.    Indemnification of Directors and Officers.

         Section 317 of the California Corporations Code provides that a corporation shall have the power to
indemnify any person who was or is a party or is threatened to be made a party to any proceeding or action by
reason of the fact that he or she is or was a director, officer, employee or other agent of such corporation or
is or was serving at the request of the corporation as a director, officer, employee or agent of another
corporation or other enterprise.  Section 317 also grants authority to a corporation to include in its articles
of incorporation indemnification provisions in excess of that permitted in Section 317, subject to certain
limitations.

         Article Eighth of the Restated Articles of Incorporation of Southern California Edison Company
authorizes Southern California Edison Company to provide indemnification of directors, officers, employees, and
other agents through bylaw provisions, agreements with agents, votes of shareholders or disinterested directors,
or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations
Code, subject only to the applicable limits set forth in Section 204 of the California Corporations Code.

         Article VI of the Amended Bylaws of Southern California Edison Company contains provisions implementing
the authority granted in Article Eighth of the Restated Articles of Incorporation.  The Amended Bylaws provide
for the indemnification of any director or officer of Southern California Edison Company, or any person acting at
the request of Southern California Edison Company as a director, officer, employee or agent of another
corporation or other enterprise, for any threatened, pending or completed action, suit or proceeding to the
fullest extent permissible under California law and the Restated Articles of Incorporation of Southern California
Edison Company, subject to the terms of any agreement between Southern California Edison Company and such a
person; provided that, no such person shall be indemnified: (i) except to the extent that the aggregate of losses
to be indemnified exceeds the amount of such losses for which the director or officer is paid pursuant to any
directors' or officers' liability insurance policy maintained by Southern California Edison Company; (ii) on
account of any suit in which judgment is rendered for an accounting of profits made from the purchase or sale of
securities of Southern California Edison Company pursuant to Section 16(b) of the Securities Exchange Act of 1934
and amendments thereto or similar provisions of any federal, state or local statutory law; (iii) if a court of
competent jurisdiction finally determines that the indemnification is unlawful; (iv) for acts or omissions
involving intentional misconduct or knowing and culpable violation of law; (v) for acts or omissions that the
director or officer believes to be contrary to the best interests of Southern California Edison Company or its
shareholders, or that involve the absence of good faith; (vi) for any transaction from which the director or
officer derived an improper personal benefit; (vii) for acts or omissions that show a reckless disregard for the
director's or officer's duty to Southern California Edison Company or its shareholders in circumstances in which
the director or officer was aware, or should have been aware, in the ordinary course of performing his or her
duties, of a risk of serious injury to Southern California Edison Company;


Page II-1


(viii) for acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of
the director's or officer's duties to Southern California Edison Company or its shareholders; (ix) for costs,
charges, expenses, liabilities and losses arising under Section 310 or 316 of the California Corporations Code;
or (x) as to circumstances in which indemnity is expressly prohibited by Section 317 of the California
Corporations Code.  The exclusions set forth in clauses (iv) through (ix) above shall apply only to
indemnification with regard to any action brought by or in the right of Southern California Edison Company for
breach of duty to Southern California Edison Company or its shareholders.  The Amended Bylaws of Southern
California Edison Company also provide that Southern California Edison Company shall indemnify any director or
officer in connection with (a) a proceeding (or part thereof) initiated by him or her only if such proceeding (or
part thereof) was authorized by the Board of Directors of Southern California Edison Company or (b) a proceeding
(or part thereof) other than a proceeding by or in the name of Southern California Edison Company to procure a
judgment in its favor, only if any settlement of such a proceeding is approved in writing by Southern California
Edison Company.  Indemnification shall cover all costs, charges, expenses, liabilities and losses, including
attorneys' fees, judgments, fines, ERISA excise taxes, or penalties and amounts paid or to be paid in settlement,
reasonably incurred or suffered by the director or officer.

         Southern California Edison Company has directors' and officers' liability insurance policies in force
insuring directors and officers of Southern California Edison Company and its subsidiaries.  Southern California
Edison Company has also entered into written agreements with each of its directors incorporating the
indemnification provisions of its Amended Bylaws.

Item 16.    Exhibits.

         See Exhibit Index.

Item 17.    Undertakings.

         The undersigned registrants hereby undertake:

              (1)  To file, during any period in which offers or sales are being made, a post-effective amendment
         to this registration statement:

                  (i)  To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

                  (ii)  To reflect in the prospectus any facts or events arising after the effective date of the
              registration statement (or the most recent post-effective amendment thereof) which, individually or
              in the aggregate, represent a fundamental change in the information set forth in the registration
              statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered
              (if the total dollar value of securities offered would not exceed that which was registered) and
              any deviation from the low or high end of the estimated maximum offering range may be reflected in
              the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b)
              if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in
              the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in
              the effective registration statement; and

                  (iii)  To include any material information with respect to the plan of distribution not
              previously disclosed in the registration statement or any material change to such information in
              the registration statement;

         provided, however, that paragraphs (i) and (ii) above do not apply if the information required to be
         included in a post-effective amendment by those paragraphs is contained in periodic reports filed with
         or furnished to the Securities and Exchange Commission by the registrants pursuant to Section 13 or
         Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the
         registration statement.

              (2)  That, for the purpose of determining any liability under the Securities Act of 1933, each such
         post-effective amendment shall be deemed to be a new registration statement relating to the securities



Page II-2



         offered therein, and the offering of such securities at that time shall be deemed to be the initial
         bona fide offering thereof.

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

              (4)  That, for purposes of determining any liability under the Securities Act of 1933, each filing
         of the registrants' annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
         Act of 1934 that is incorporated by reference in this registration statement shall be deemed to be a new
         registration statement relating to the securities offered herein, and the offering of such securities at
         that time shall be deemed to be the initial bona fide offering thereof.

              (5)  To (i) use its best efforts to distribute prior to the opening of bids, to prospective
         bidders, underwriters and dealers, a reasonable number of copies of a prospectus which at that time
         meets the requirements of Section 10(a) of the Securities Act of 1933, and relating to any securities
         offered at competitive bidding, as contained in the registration statement, together with any
         supplements thereto, and (ii) file an amendment to the registration statement reflecting the results of
         bidding, the terms of the reoffering and related matters to the extent required by the applicable form,
         not later than the first use, authorized by the registrant after the opening of bids, of a prospectus
         relating to any securities offered at competitive bidding, unless no further public offering of such
         securities by the registrant and no reoffering of such securities by the purchasers is proposed to be
         made.

              (6)  To file an application for the purpose of determining the eligibility of the trustees to act
         under subsection (a) of Section 310 of the Trust Indenture Act of 1939 in accordance with the rules and
         regulations prescribed by the Securities and Exchange Commission under Section 305(b)(2) of the Trust
         Indenture Act of 1939.

              (7)  That, for purposes of determining any liability under the Securities Act of 1933, the
         information omitted from the form of prospectus filed as part of this registration statement in reliance
         upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1)
         or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration
         statement as of the time it was declared effective.

              (8)  That, for the purpose of determining any liability under the Securities Act of 1933, each
         post-effective amendment that contains a form of prospectus shall be deemed to be a new registration
         statement relating  to the securities offered therein, and the offering of such securities at that time
         shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrants pursuant to the provisions described in Item 15
above, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the
payment by the registrants of expenses incurred or paid by a director, officer, or controlling person 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 registrants will, unless in the opinion of their counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by them is against public policy as expressed in the Securities Act of 1933 and will
be governed by the final adjudication of such issue.





Page II-3


                                                    SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Southern California Edison Company certifies
that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Rosemead, State of California on the 17th day of October, 2003.

                                                                SOUTHERN CALIFORNIA EDISON COMPANY


                                                               By       /s/ Robert C. Boada
                                                                   ------------------------------
                                                                            Robert C. Boada
                                                                     Vice President and Treasurer


      Pursuant to the  requirements of the Securities Act of 1933, this  Registration  Statement has been signed by
the following persons in the capacities and on the date indicated.

           Signature                                             Title                               Date
           ---------                                             -----                               ----

Principal Executive Officer:
         Alan J. Fohrer*                              Chief Executive Officer                October 17, 2003

Principal Financial Officer:
         W. James Scilacci*                           Senior Vice President and              October 17, 2003
                                                        Chief Financial Officer

Controller or Principal Accounting Officer:
         Thomas M. Noonan*                            Vice President and                     October 17, 2003
                                                        Controller

Majority of Board of Directors:
         John E. Bryson*                              Director                               October 17, 2003
         Alan J. Fohrer*                              Director                               October 17, 2003
         Bradford M. Freeman*                         Director                               October 17, 2003
         Joan C. Hanley *                             Director                               October 17, 2003
         Bruce Karatz*                                Director                               October 17, 2003
         Luis G. Nogales*                             Director                               October 17, 2003
         Ronald L. Olson*                             Director                               October 17, 2003
         James M. Rosser*                             Director                               October 17, 2003
         Richard T. Schlosberg, III*                  Director                               October 17, 2003
         Robert H. Smith *                            Director                               October 17, 2003
         Thomas C. Sutton *                           Director                               October 17, 2003
         Daniel M. Tellep *                           Director                               October 17, 2003


*By        /s/ Robert C. Boada
           ------------------------------------------------
            (Robert C. Boada, Attorney-in-Fact)



Page II-4

                                                    SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, SCE Trust I certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of
Rosemead, State of California on the 17th day of October, 2003.

                                                          SCE TRUST I
                                                          By:  SOUTHERN CALIFORNIA EDISON COMPANY,
                                                                   as Depositor


                                                          By   /s/ Kenneth S. Stewart
                                                               ------------------------------------------
                                                               Kenneth S. Stewart




Page II-5

                                                    SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, SCE Trust II certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of
Rosemead, State of California on the 17th day of October, 2003.

                                                          SCE TRUST II
                                                          By:  SOUTHERN CALIFORNIA EDISON COMPANY,
                                                                   as Depositor


                                                          By   /s Kenneth S. Stewart
                                                               -----------------------------------
                                                               Kenneth S. Stewart






Page II-6

                                                   EXHIBIT INDEX



Exhibit
Number                                               Description
------                                               -----------

   1.1            Form of Underwriting Agreement (First Mortgage Bonds)+
   1.2            Form of Underwriting Agreement (Senior Debt Securities)+
   1.3            Form of Underwriting Agreement (Subordinated Debt Securities)+
   1.4            Form of Underwriting Agreement (Preferred Stock)+
   1.5            Form of Underwriting Agreement (Preferred Securities)+
   3.1            Certificate of Amendment and Restated Articles of Incorporation of Southern
                  California Edison Company, effective June 1, 1993 (File No. 1-2313, Form 10-K for
                  the year ended December 31, 1993)*
   3.2            Certificate of Correction of Restated Articles of Incorporation of Southern
                  California Edison Company, effective August 21, 1997 (File No. 1-2313, Form 10-Q
                  for the quarter ended September 30, 1997)*
   3.3            Amended Bylaws of Southern California Edison Company, effective January 31, 2003
                  (File No. 1-2313, Form 10-K for the year ended December 31, 2002)*
   3.4            Certificate of Trust of SCE Trust I (Registration No. 333-44778)*
   3.5            Certificate of Trust of SCE Trust II (Registration No. 333-44778)*
   4.1            SCE First Mortgage Bond Trust Indenture, dated as of October 1, 1923 (Registration
                  No. 2-1369)*
   4.2            Supplemental Indenture, dated as of March 1, 1927 (Registration No. 2-1369)*
   4.3            Third Supplemental Indenture, dated as of June 24, 1935 (Registration No. 2-1602)*
   4.4            Fourth Supplemental Indenture, dated as of September 1, 1935 (Registration No.
                  2-4522)*
   4.5            Fifth Supplemental Indenture, dated as of August 15, 1939 (Registration No.
                  2-4522)*
   4.6            Sixth Supplemental Indenture, dated as of September 1, 1940 (Registration No.
                  2-4522)*
   4.7            Eighth Supplemental Indenture, dated as of August 15, 1948 (Registration No.
                  2-7610)*
   4.8            Twenty-Fourth Supplemental Indenture, dated as of February 15, 1964 (Registration
                  No. 2-22056)*
   4.9            Eighty-Eighth Supplemental Indenture, dated as of July 15 1992 (File No. 1-2313,
                  Form 8-K dated July 22, 1992)*
   4.10           Form of New Supplemental Indenture+
   4.11           Form of First Mortgage Bond+
   4.12           Indenture for Senior Debt Securities (File No. 1-2313, Form 8-K dated January 28,
                  1993)*
   4.13           Form of Senior Debt Security (included in Exhibit 4.12)*
   4.14           Form of Indenture for Subordinated Debt Securities (Registration No. 333-44778)*
   4.15           Form of Subordinated Debt Security (included in Exhibit 4.14)*
   4.16           Trust Agreement of SCE Trust I (Registration No. 333-44778)*
   4.17           Trust Agreement of SCE Trust II (Registration No. 333-44778)*
   4.18           Form of Amended and Restated Trust Agreement for each of SCE Trust I and SCE Trust
                  II (Registration No. 333-44778)*
   4.19           Form of Expense Agreement for each of SCE Trust I and SCE Trust II (included in
                  Exhibit 4.18)*
   4.20           Form of Preferred Security (included in Exhibit 4.18)*
   4.21           Form of Guarantee Agreement (Registration No. 333-44778)*
   5.1            Opinion of Kenneth S. Stewart as to legality of the securities being registered
   5.2            Opinion of Richards, Layton & Finger, P.A. relating to SCE Trust I


Page II-7


   5.3            Opinion of Richards, Layton & Finger, P.A. relating to SCE Trust II
  12.1            Statement regarding Computation of Ratios of Earnings to Fixed Charges and
                  Preferred Stock Dividends
  23.1            Consents of Stephen E. Pickett, Barbara E. Mathews and Kenneth S. Stewart
  23.2            Consents of Richards, Layton & Finger, P.A. (included in Exhibits 5.2 and 5.3)
  23.3            Consent of PricewaterhouseCoopers LLP
  24.1            Power of Attorney as to Southern California Edison Company
  24.2            Certified Copy of Resolution of Board of Directors Authorizing Signature
  25.1            Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as
                  amended, of The Bank of New York, as Trustee under the Indenture (First Mortgage
                  Bonds).
  25.2            Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as
                  amended, of The Bank of New York, as Trustee under the Indenture (Senior Debt
                  Securities).
  25.3            Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as
                  amended, of JPMorgan Chase Bank, as Trustee under the Indenture (Subordinated Debt
                  Securities).
  25.4            Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as
                  amended, of JPMorgan Chase Bank, as Property Trustee--SCE Trust I
  25.5            Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as
                  amended, of JPMorgan Chase Bank, as Property Trustee--SCE Trust II
  25.6            Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as
                  amended, of JPMorgan Chase Bank, as Guarantee Trustee--SCE Trust I
  25.7            Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as
                  amended, of JPMorgan Chase Bank, as Guarantee Trustee--SCE Trust II
------------------

+ To be filed by amendment or by incorporation by reference of a Current Report on Form 8-K in
connection with the offering of the securities.

* Incorporated by reference pursuant to Rule 411.


Page II-8