(Edison International letterhead)



August 19, 2009



Mr. William Thompson
Branch Chief
Division of Corporation Finance
United States Securities and Exchange Commission
Washington, D.C. 20549-3561

Dear Mr. Thompson:

This letter is submitted on behalf of Edison International and Southern
California Edison Company (SCE) in response to comments from the staff
of the Division of Corporation Finance of the Securities and Exchange
Commission (the Commission) with respect to the companies' (1) Form
10-K for the fiscal year ended December 31, 2008; (2) Definitive Proxy
Statement on Schedule 14A; and (3) Form 10-Q for the fiscal quarter
ended March 31, 2009, as set forth in your letter to Mr. Theodore F.
Craver, Chairman of the Board, President and Chief Executive Officer of
Edison International, dated July 14, 2009.

For reference purposes, the text of your letter has been reproduced in
this letter, with our responses appearing below each numbered comment.

Edison International

Form 10-K for Fiscal Year Ended December 31, 2008

Item 9A. Controls and Procedures, page 51

1.    We refer you to your response to comment one in our letter dated
      August 9, 2007 submitted on August 30, 2007.  In the response,
      you indicated that you intended to disclose in future annual
      report filings that (i) the scope of your evaluation of internal
      control over financial reporting does not include an evaluation
      of internal control over financial reporting for certain variable
      interest entities consolidated pursuant to FIN 46(R) together
      with key sub-totals such as total and net assets, revenues and
      net income that result from consolidation of such entities and
      (ii) your conclusion regarding the effectiveness of internal
      control over financial reporting does not extend to the internal
      controls of such VIEs.  Please tell us why you concluded the
      additional disclosures you intended to provide are not required.
      Otherwise, please include the disclosures in future annual report
      filings.  Also, please tell

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      us whether the scope of your
      evaluation of internal control over financial reporting includes
      entities that you proportionately consolidate.  If the scope of
      your evaluation does not include proportionately consolidated
      entities, please provide similar disclosures in regard to those
      entities.  The additional disclosures should also note that the
      financial statements include the accounts of certain entities
      consolidated pursuant to FIN 46(R) and/or accounted for via
      proportionate consolidation in accordance with EITF 00-1 but that
      management has been unable to assess the effectiveness of
      internal control at those entities due to the fact that you do
      not have the ability to dictate or modify the controls of the
      entities and do not have the ability, in practice, to assess
      those controls.  Please refer to Questions 1 of "Frequently Asked
      Questions Regarding Management's Report on Internal Control Over
      Financial Reporting and Certification of Disclosure in Exchange
      Act Periodic Reports" available on our website at
      www.sec.gov/info/accountants/controlfaq.htm.

      Response:

      Variable Interest Entities:

      Edison International will add the following additional disclosure
      in its 2009 Form 10-K:

            Edison International consolidates four variable interest
            entities under FIN 46(R), but does not control the
            operating activities of these entities or have the ability
            to dictate or modify the controls of these entities.
            Accordingly, the scope of evaluation of internal control
            over financial reporting does not include an evaluation of
            internal control over financial reporting for these
            variable interest entities.  A summary of the key
            sub-totals of these entities is set forth in the following
            table (in millions):

                  ----------------------------------------------------
                                                          2008
                  ----------------------------------------------------
                  At December 31,
                        Total Assets                      $416
                  For the year ended December 31,
                       Revenue                            $410
                       Operating Expenses                 $243
                       Net Income                         $ 88
                  ----------------------------------------------------

            Accordingly, the conclusion regarding the effectiveness of
            internal control over financial reporting does not extend
            to the internal controls of such variable interest
            entities.

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      Jointly Owned Utility Plants -

      Edison International proportionately records its share of
      expenses for jointly owned utility projects as described in Note
      13 to the Consolidated Financial Statements. Edison
      International's scope of evaluation of internal control over
      financial reporting includes SCE's interests in such jointly
      owned utility projects.

Schedule II Valuation and Qualifying Accounts, page 58

2.    Please disclose the nature of amounts charged to other accounts.
      Refer to Rule 12-09 of Regulation S-X.

      Response:

      Edison International will add the following footnote to describe
      the nature of $48 million charged to other accounts in our 2009
      Form 10-K.

      New Footnote to Schedule II, Valuation and Qualifying Accounts

         On September 15, 2008, Lehman Brothers Holdings filed for
         protection under Chapter 11 of the U.S. Bankruptcy Code. EME
         had power contracts with Lehman Brothers Commodity Services,
         Inc., a subsidiary of Lehman Brothers Holdings, for Midwest
         Generation for 2009 and 2010. Lehman Brothers Commodity
         Services also filed for bankruptcy protection on October 3,
         2008. The obligations of Lehman Brothers Commodity Services
         under the power contracts were guaranteed by Lehman Brothers
         Holdings. EME has established claims in the amount of $48
         million related to the contracts terminated with Lehman
         Brothers Holdings and its subsidiary through the termination
         provisions of its master netting agreements with a Lehman
         Brothers Holdings subsidiary. Such claims have been fully
         reserved and are included net in "Receivables, less allowances
         for uncollectible accounts" on Edison International's
         Consolidated Balance Sheet.

Exhibit 12 - Computation of Ratios of Earnings to Fixed Charges and
Preferred and Preference Stock

3.    Please show us your calculation of earnings for the most recent
      year in a format that identifies each of the items in instruction
      (C) of Item 503(d) of Regulation S-K.  In addition, tell us why
      your treatment of minority interest, equity in income from equity
      investees and distributed income from equity investees in your
      earnings computations comply with the instructions to Item 503(d)
      Regulation S-K.  In future filings please show your computations
      to derive income from continuing operations before fixed charges
      and taxes starting with income from continuing operations before
      tax and minority interest.

Page 4

      Response:

      Attachment A includes a copy of Edison International's
      calculation for 2008 in the format requested.  The Ratios of
      Earnings to Fixed Charges and Preferred and Preference Stock are
      not materially different than presented in the 2008 Form
      10-K.

      Edison International will revise the format of the Ratio of
      Earnings to Fixed Charges and Preferred and Preference Stock
      calculation to be consistent with instruction (C) of Item 503(d)
      in its 2009 Form 10-K.

Exhibit 13 - Selected Portions of the Annual Report to Shareholders
from the Year Ended December 31, 2008

Management's Discussion and Analysis of Financial Condition and Results
of Operations, page 8

Edison International (Consolidated) Results of Operations and
Historical Cash Flow Analysis, page 64

4.    Your presentation of average realized prices, as computed in the
      footnotes to the tables on pages 72 and 75, appear to represent
      non-GAAP financial measures since you exclude certain GAAP
      amounts in the calculations.   Please tell us whether you
      consider average realized prices of the Illinois plants and Homer
      City facilities statistical measures that are based on GAAP
      numbers and explain the basis for your conclusion.  Otherwise,
      please revise your disclosures to identify the measures as
      non-GAAP financial measures, provide a reconciliation of
      operating revenues of the nonutility power generation segment to
      realized revenues of the Illinois plants and Homer City
      facilities and disclose the reasons why management believes that
      the presentation of the non-GAAP financial measures provides
      useful information to investors regarding your results of
      operations.  Please refer to Item 10(e) of Regulation S-K.

      Response:

      Additional disclosure has been added to the second quarter of
      2009 Form 10-Q together with a reconciliation of the operating
      revenues of the Illinois Plants and Homer City to the operating
      revenues of the non-utility power generation segment.

Page 5

Critical Accounting Estimates and Policies, page 87

5.    Please revise to describe the material implications of
      uncertainties associated with the methods, assumptions and
      estimates underlying your critical accounting measurements that
      have had or that you reasonably expect will have a material
      impact on financial condition and operating performance and on
      the comparability of reported information among periods.  Your
      disclosures should supplement, not duplicate, the accounting
      policies disclosed in the notes to the financial statements.  For
      example, you should analyze to the extent material, such factors
      as how you arrived at each estimate, how accurate the
      estimate/assumption has been in the past, how much the
      estimate/assumption has changed in the past and whether the
      estimate/assumption is reasonably likely to change in the
      future.  We would expect you to provide quantitative as well as
      qualitative disclosure when quantitative information is
      reasonably available and to provide greater insight into the
      quality and variability of information regarding financial
      condition and operating performance.  Also, since each critical
      accounting estimate and related assumptions are based on matters
      that are uncertain or difficult to measure, you should analyze
      and disclose their specific sensitivity to change, based on other
      outcomes that are reasonably likely to occur and would have a
      material effect.  Please refer to Item 303(a)(3)(ii) of
      Regulation S-K as well as the Commission's Guidance Regarding
      Management's Discussion and Analysis of Financial Condition and
      Results of Operations.

      Response:

      Edison International will enhance its Critical Accounting
      Estimates and Policies disclosures to describe the material
      implications of uncertainties associated with the methods,
      assumptions and estimates under Item 303(a)(3)(ii) of Regulation
      S-K in its 2009 Form 10-K.

Notes to Consolidated Financial Statements, page 125

Note 1. Summary of Accounting Policies, page 125

Earnings Per Share, page 128

6.    Please clarify whether you allocate undistributed earnings to the
      participating securities for purposes of computing basic earnings
      per share.  Refer to Issue 3 of EITF 03-6.  Please note any
      participant rights that are contingent or subject to discretion
      should be disclosed in accordance with paragraph 4 of SFAS 129.
      Also, please tell us the nature of the adjustments related to
      assumed conversions in the diluted earnings per share calculation.

Page 6

      Response:

      Under the two-class method, we allocate undistributed earnings to
      common stock and participating securities on a one to one ratio,
      as if all of the earnings for the period have been distributed.
      Edison International's participating securities provide the
      holder with the ability to participate in all dividends declared
      with the holders of common stock on an equal basis as disclosed
      in Note 1 to the Consolidated Financial Statements:

            "Edison International's participating securities are stock
            based compensation awards payable in common shares,
            including stock options, performance shares and restricted
            stock units, which earn dividend equivalents on an equal
            basis with common shares..."

      Edison International only includes vested stock-based awards in
      the computation of basic earnings per share and does not have
      participating securities with contingencies or that are subject
      to discretion.

      Edison International uses the treasury stock method under
      paragraph 17 of SFAS 128 to calculate diluted EPS.  In applying
      the treasury method, all dilutive potential common shares,
      regardless of whether they are exercisable, are treated as if
      they have been exercised. All Edison International stock-based
      awards payable in stock are assumed to be converted and are
      considered in the diluted computation, taking into consideration
      proceeds received upon exercise, compensation cost attributable
      to future services not yet recognized, and the amount of excess
      tax benefits, if any. Edison International then ranks the
      dilutive impacts of the stock-based awards beginning with non
      participating securities followed by participating securities.

Note 4. Income Taxes, page 144

Accounting for Uncertainty in Income Taxes, page 146

7.    Please tell us how the liability for unrecognized tax benefits is
      classified in your consolidated balance sheet for each year
      presented.  In addition, please tell us the nature of the items
      netted against the liability as disclosed in note 3 to the table
      of commitments on page 95.

      Response:

      At December 31, 2008, the liability was recorded within the
      captions "Accrued taxes" and "Other deferred credits and other
      long term liabilities" on the

Page 7

      Consolidated Balance Sheet. At
      December 31, 2007, the liability was recorded within the captions
      "Other current assets" and "Other deferred credits and other long
      term liabilities" on the Consolidated Balance Sheet.

      At December 31, 2008, Edison International had a consolidated net
      liability recorded for uncertain tax positions of $450 million,
      compared to a liability for unrecognized tax benefits of $2.237
      billion. The difference is mainly due to the presentation of
      potential affirmative claim refunds. The $450 million net
      liability for uncertain tax positions includes liabilities
      expected to be paid to taxing authorities net of refunds expected
      to be received from taxing authorities, by tax jurisdiction.  We
      have also netted potential refunds from affirmative claims.

      During the second quarter of 2009, Edison International completed
      a settlement of tax matters with the Internal Revenue Service
      (referred to as the "Global Settlement").  The Global Settlement
      is described on page 21 of Edison International's Form 10-Q for
      the quarter ended June 30, 2009.  As a result of the Global
      Settlement, unrecognized tax benefits were reduced by $1.8
      billion during the second quarter with a remaining balance of
      unrecognized tax benefits of $639 million at June 30, 2009.

Note 5. Compensation and Benefits Plans, page 151

Stock-Based Compensation, page 158

8.    We note your disclosure in the second paragraph on page 139 that
      you have issued restricted stock units since 2007.  Please tell
      us why you have not disclosed the information in paragraph A240
      of SFAS 123(R) for restricted stock units.

      Response:

      Beginning in 2007, Edison International awarded restricted stock
      units as part of its stock-based compensation.  Such amounts have
      not been material (less than $3 million per year) to add the
      disclosures set forth in paragraph A240 of SFAS 123(R).  Such
      amounts are included in the total stock-based compensation
      expense set forth in Note 5 to our 2008 Consolidated Financial
      Statements.  However, we currently evaluate the disclosure of all
      stock-based awards at least annually and will consider additional
      disclosure in our 2009 Form 10-K.


Stock Options, page 158

9.    Please tell us your rationale for using historical volatility for
      the most recent 36 months in estimating the fair value of stock
      options as opposed to

Page 8

      historical volatility over a period
      commensurate with the expected or contractual term of the
      awards.  Refer to Question 2 of SAB Topic 14:D.

      Response:

      Edison International considers historical volatility in
      estimating the fair value of stock options.  SFAS123(R) indicates
      that "in computing historical volatility, an entity might
      disregard an identifiable period of time in which its share price
      was extraordinarily volatile because of a failed takeover bid if
      a similar event is not expected to recur during the expected or
      contractual term." Due to the California Energy Crisis, Edison
      International believed it was reasonable to exclude historical
      volatility during the period 2000 through 2002 since (1) the
      volatility was impacted by an event that was specific to the
      deregulation of the California Electric industry and (2) the
      event is not reasonably expected to occur again during the
      estimated term.  For 2006 and 2007, we used the last three years'
      historical volatility to determine the fair value of our stock
      options.  In 2008, we revised the historical volatility period to
      62 months to more closely reflect the expected term of the stock
      option awards without including the period of the California
      Energy Crisis.  In 2009, we further revised the historical
      volatility period to 74 months consistent with our objective to
      use the expected term of the awards excluding the California
      Energy Crisis.  We will revise our disclosure in the 2009 Form
      10-K to clarify the period used for historical volatility.

Performance Shares, page 160

10.   Please tell us what consideration you gave to presenting separate
      disclosure of awards classified as equity and those classified as
      liabilities.  Refer to paragraph A240f of SFAS 123(R).

      Response:

      To the extent that performance shares are earned under the terms
      of the performance share plan, awards are settled half in cash
      and half in common stock.  The portion of the performance shares
      settled in cash are classified as share-based liability awards
      while the portion of the performance shares settled in common
      stock are classified as share-based equity awards.  Edison
      International has followed the requirements under SFAS 123(R),
      Paragraph A240f, and properly separated its equity and liability
      performance share disclosures. We considered the differences in
      settlement, fair value, accounting recognition and dividend
      equivalent feature in determining that separate disclosure was
      appropriate.

Page 9

Note 6. Commitments and Contingencies, page 161

Lease Commitments, page 161

11.   Please disclose the information for capital leases required by
      paragraphs 16.a of SFAS 13 or tell us why such disclosures are
      not required.

      Response:

      Edison International disclosed the aggregate future commitments
      for power purchase contracts which met the requirements for
      capital leases, whether or not yet reflected on the consolidated
      balance sheets (certain lease terms do not begin until 2010 and
      2011).  Edison International disclosed in its second quarter of
      2009 Form 10-Q, and will continue to disclose prospectively (as
      applicable), the minimum lease payments for each of the five
      succeeding years and the gross and net carrying amounts of assets
      recorded under capital leases.  The disclosure of future lease
      payments in the second quarter of 2009 Form 10-Q reflect all
      capital leases, whether or not reflected on the consolidated
      balance sheets. In addition, Edison International disclosed there
      were no subleases and that the contingency rentals were less than
      $1 million.

Other Commitments, page 163

12.   Please tell us how you are accounting for the power purchase
      settlements with qualifying facilities and the basis in GAAP for
      your accounting treatment.  In addition, please disclose the
      amount of QF settlements for each year presented.

      Response:

      SCE reached settlements with certain qualifying facilities to
      buyout/terminate the power purchase agreements between SCE and
      those qualifying facilities.  The buyouts resulted in SCE paying
      a fixed payment to the qualifying facilities in accordance with a
      negotiated schedule and relieving the qualifying facilities from
      any obligation to provide power to SCE. The fixed payment
      obligation met the definition of a liability as defined by
      Concepts Statement No. 3.  As a result, upon execution of the
      buyouts, SCE recognized a liability equal to the present value of
      the future payment stream in accordance with APB No. 21,
      "Interest on Payables and Receivables."  The liabilities were
      reported in "Other deferred credits and other long-term
      liabilities" on the consolidated balance sheet. Because SCE
      recovered these payments from ratepayers through authorized
      rates, in accordance with SFAS 71, "Accounting for the Effects of
      Certain Types of Regulation," Paragraph 9, SCE recorded an
      offsetting "Regulatory asset" instead of

Page 10

      immediately recording
      purchased-power expense. At the end of each quarter, SCE
      reflected accretion of the liability for the current-period
      portion of the difference between the discounted and nominal
      value of the settlement agreement.  The accretion of the
      liability was offset by a regulatory asset instead of recording
      interest expense, as this amount was also recoverable in future
      rates.  The regulatory asset was amortized to purchased-power
      expense as part of the authorized recovery of costs from
      ratepayers in accordance with regulatory commission actions.

      The settlement payments were $6 million, $28 million and $53
      million for 2008, 2007 and 2006, respectively. The balance sheet
      amounts of these settlements at December 31, 2008 and 2007 were
      zero and $8 million, respectively.

Contingencies, page 167
Midwest Generation New Source Review Notice of Violation, page 171

13.   Please tell us whether you have agreed to indemnify Commonwealth
      Edison for liabilities, costs and expenses that may be incurred
      in connection with the notice of violation from US EPA received
      by Midwest Generation.  If so, tell us the maximum amount of
      future payments you could be required to make under the
      indemnification and whether you have accrued a liability.

      Response:

      EME did not agree to indemnify Commonwealth Edison.  Rather, EME
      and Commonwealth Edison have entered into a standstill agreement
      in response to the indemnity requested by Commonwealth Edison for
      liabilities, costs and expenses that may be incurred in
      connection with the notice of violation from US EPA received by
      Midwest Generation.  The parties have agreed to postpone
      resolution of whether the indemnity is applicable while jointly
      working together to respond to the US EPA. As disclosed, Midwest
      Generation cannot predict the outcome of the notice of violation
      with US EPA or estimate the impact on its facilities, its results
      of operations, financial position or cash flows.  In addition,
      Midwest Generation cannot estimate the maximum amount of future
      payments that it could be required to make under the indemnity.
      No liability has been recorded at June 30, 2009.

Note 14. Variable Interest Entities, page 185
Categories of Variable Interest Entities, page 186

14.   Please explain to us in detail how you account for EME's
      investments in wind projects under joint development agreements.
      Please address whether you account for the investments as debt or
      equity and the basis for your

Page 11

      accounting treatment, how you
      allocate earnings to the minority interest holders and how you
      apply the equity method in accounting for minority interest
      together with any other information you deem necessary.

      Response:

      Background

      The following description of EME's business development
      activities was set forth on page 21 of the 2008 Form 10-K in the
      business section and may be helpful in providing the context of
      our accounting.

      "In seeking to find and invest in new wind projects, EME has
      entered into joint development agreements with third-party
      development companies that provide for funding by an EME
      subsidiary of development costs including through loans (referred
      to as development loans) and joint decision-making on key
      contractual agreements such as power purchase contracts, site
      agreements and permits. Joint development agreements and
      development loans may be for a specific project or a group of
      identified and future projects and generally grant EME the
      exclusive right to acquire related projects. In addition to joint
      development agreements, EME may purchase wind projects from
      third-party developers in various stages of development,
      construction or operation.

      In general, EME funds development costs under joint development
      agreements through development loans which are secured by project
      specific assets. A project's development loans are repaid upon
      the completion of the project. If the project is purchased by
      EME, repayment is made from proceeds received from EME in
      connection with the purchase. In the event EME declines to
      purchase a project, repayment is to be made from proceeds
      received from the sale of the project to third parties or from
      other sources as available."

      Accounting during the Development Phase

      During the development phase, EME incurs development costs
      directly and through expenditures made by joint developers from
      loans provided by EME.  Such costs are generally expensed as
      incurred.  In one case (referred to as U.S. Wind Force), EME made
      an initial loan to the developer to fund a redemption of a
      membership interest held by another party, repayment of loans and
      equity distributions to the equity holders.  In this case, EME
      concluded the loan was a variable interest and EME was the
      primary beneficiary under FIN 46(R).  Through consolidation of
      this entity at inception, EME reflected the project development
      rights as an intangible asset and eliminated the loan receivable
      from U.S. Wind Force with the loan payable of this variable
      interest entity.  With

Page 12

      respect to the operating activities of
      U.S. Wind Force, EME absorbs losses during the development phase
      and reflects operating activities as development costs.

      Under other joint development arrangements, the local developer
      generally does not fund development costs and has little to no
      equity at risk.  As a result, EME records the losses in excess of
      joint developers' equity at risk.  By way of analogy, the
      substance of the joint development arrangement and accounting
      treatment is the same as EME paying a third party for services to
      conduct development.

      Accounting upon Successful Completion of Development of a Project

      Upon successful completion of a project, EME and the joint
      developer finalize a purchase price for EME's acquisition of the
      project from the local developer.  The purchase price is then
      used, in part, by the local developer to repay the development
      loan. Depending on the commercial agreement, the local developer
      may also retain a small minority interest.  As a result of the
      acquisition, EME consolidates the project company and presents
      the underlying assets (generally construction in progress) in its
      consolidated financial statements.  In accounting for the
      acquisition of the project from the local developer, EME
      eliminates the repayment of the development loan (previously
      recorded as an expense during the development phase) from the
      purchase price as a consolidation adjustment.

      At December 31, 2008, a minority interest was held by others in
      two projects (neither were joint developers) that represents the
      substantial majority of the minority interest included in the
      summarized financial information of wind projects in Note 14 to
      the Consolidated Financial Statements (25% held by a third party
      in the San Juan Mesa project and 33.3% held by local partners
      that purchased interests in the Elkhorn Ridge project).
      Subsequent to the acquisition of a project, EME allocates income
      to the minority interest holders based on their ownership
      percentage except in cases where cash is allocated using a method
      that will result in a deficiency in the event of liquidation.  In
      these cases, earnings are allocated using the prorated share that
      is anticipated to be earned over the life of the project.

Form 10-Q for Fiscal Quarter Ended March 30, 2009

15.   Please address the above comments in future filings to the extent
      applicable.

      Response:

      To the extent applicable, Edison International will revise its
      quarterly disclosures as addressed above.

Page 13

Note 4. Income Taxes, page 20

16.   In future filings please consider clarifying your disclosures
      related to the impact of the Global Settlement on your financial
      statements.  For example, consider disclosing the following items:
        o   The nature and amounts of each of the significant adjustments to
            income tax expense and/or benefits resulting from the
            global settlement and resolution of disputes related to the
            cross border leases;
        o   The effects of the termination of the cross border leases; and
        o   The expected proceeds from the termination of the cross border
            leases and refunds of tax deposits.

      Response:

      The impact of the Global Settlement and lease terminations were
      recorded during the second quarter of 2009 and related
      disclosures were appropriately updated in the Form 10-Q for the
      quarter ended June 30, 2009, taking into consideration the items
      noted above. Information on the Global Settlement was included in
      the following sections of the Form 10-Q: Federal and State Income
      Taxes on page 52; Intercompany Tax-Allocation Agreement on page
      87; Leveraged Leases on page 110; and Note 4 to the Consolidated
      Financial Statements.

Definitive Proxy Statement on Schedule 14A

Executive Compensation Program Objectives and Overview, page 20

17.   We note here and in your discussion of long term incentives that
      you have set your compensation for each named officer at
      approximately the median level for that position among the peer
      group companies.  Please expand your disclosure to explain why
      the Compensation Committee determined to set executive
      compensation at median level.

      Response:

      In future filings, Edison International and SCE will expand the
      disclosure in their joint proxy statement to explain the
      Compensation Committee's determination to use the median or other
      applicable level, which in the past has been based on the
      recommendation of the Committee's independent compensation
      consultant.

Page 14

18.   We note that the Compensation Committee selected, with some
      adjustments, the Philadelphia Utility Index as your compensation
      peer group for 2008.  It appears that you are benchmarking your
      executive compensation against this peer group.  Please identify
      the component companies for your peer group, pursuant to Item
      402(b)(2)(xiv) of Regulation S-K.

      Response:

      The Compensation Committee selected the Philadelphia Utility Index
      minus AES Corporation plus Sempra Energy as the peer group for 2008,
      which included the following companies:

      Ameren                            FirstEnergy
      American Electric Power           FPL Group
      CenterPoint Energy                Northeast Utilities
      Consolidated Edison               Pacific Gas & Electric
      Constellation Energy              Progress Energy
      Dominion Resources                Public Service Enterprise Group
      DTE Energy                        Sempra Energy
      Duke Energy                       Southern Company
      Entergy                           Xcel Energy
      Exelon

      In future filings, Edison International and SCE will identify the
      relevant component companies of the Philadelphia Utility Index, or
      other relevant index, used as our compensation peer group.

Annual Bonuses, page 121

19.   We note that you have disclosed that the Compensation Committee
      sets specific goals at the beginning of the year for named
      officers to achieve in order that they may receive an annual
      bonus, but you have not provided a quantitative discussion of the
      terms of the necessary goals.  If you omitted this information
      because you believe it would result in competitive harm as
      provided under Instruction 4 to Item 402(b), please tell us your
      reasons.  If disclosure of the performance-related factors would
      cause competitive harm, please discuss how difficult it will be
      for the executive or how likely it will be for the registrant to
      achieve the target levels or other factors.  Please also discuss
      any discretion that may be exercised in paying the bonus absent
      attainment of the stated performance goal.  Please see
      Instruction 4 to Item 402(b) of Regulation S-K.

Page 15

      Response:

      For 2008, the only bonus formula adopted by the Compensation
      Committee was the formula adopted under the 2008 Executive Bonus
      Program, which was based on 1.5% of Edison International's
      consolidated earnings from continuing operations during 2008, all
      as disclosed on page 23 of the Proxy Statement.  The Committee
      did not adopt any other bonus formula, or assign quantitative
      values or weightings to any other goals, for purposes of making
      bonus determinations.

      As noted on page 21 of the Proxy Statement, target and maximum
      bonus opportunities were established by the Committee for each
      Named Officer.  The target and maximum bonus amounts served as
      guidelines for final bonus determinations at the end of the
      year.  However, these targets and maximums were not tied to any
      pre-established performance goals or targets other than the
      maximum bonus amounts ultimately produced under the 2008
      Executive Bonus Program.

      The Compensation Committee did adopt certain business goals at
      the start of the year to be used as the basis for evaluating
      performance, but the Committee retained total discretion to
      determine bonus amounts (within the maximums established under
      the 2008 Executive Bonus Program), including the discretion to
      base bonus determinations on criteria not included in the
      business goals adopted at the start of the year, and the
      discretion to pay no bonus regardless of any level of
      performance.  Page 22 of the Proxy Statement includes a detailed
      list of the material performance factors taken into account by
      the Committee in making its subjective (within the maximums
      established under the 2008 Executive Bonus Program) determination
      of bonuses for 2008. Included among the factors is the decline in
      the Company's stock price, which was not related to the business
      goals set at the beginning of the year, but was an important
      factor taken into account by the Committee in determining bonuses
      for 2008.

      In future filings for fiscal years with respect to which the
      Committee has discretion in determining Named Officer bonuses, we
      will clarify (consistent with our comments in the foregoing
      paragraphs) the level of discretion involved.

Stock Ownership of Directors and Executive Officers, page 60

20.   We note that you provided disclosure as of January 31, 2009.
      Please provide ownership information as of a date closer to the
      date of your proxy.  In addition, please indicate and include
      shares that could be acquired within 60 days.

Page 16

      Response:

      In future filings, Edison International and SCE will provide
      stock ownership information as of a date closer to the date of
      their joint proxy statement.  The disclosure will also continue
      to indicate and include shares that could be acquired within 60
      days of such date.

Certain Relationships and Related Transactions, page 62

21.   You mention here that the appropriate committee will review any
      related party transaction that is required to be disclosed in
      your proxy.  Please revise this discussion to provide additional
      information regarding your policies and procedures relating to
      the review and approval of such transactions, as required
      pursuant to Item 404(b) of Regulation S-K.  In this regard, we
      note your statement that the disclosed transactions were
      comparable to those that would have been undertaken with
      nonaffiliated entities.  Please indicate whether the related
      party transactions you describe were reviewed in accordance with
      your policy and, if not, state why they did not require such
      review.

      Response:

      In future filings, Edison International and SCE will enhance the
      disclosure required by Item 404(b) of Regulation S-K to provide
      additional information regarding our policies and procedures
      relating to the review and approval of related party
      transactions.  The related party transactions described in the
      Proxy Statement were reviewed in accordance with our policy.  In
      future filings, we will indicate whether related party
      transactions were reviewed in accordance with our policy.

Southern California Edison

Form 10-K for Fiscal Year Ended December 31, 2008

Item 9A. Controls and Procedures, page 20

22.   We note that the scope of your evaluation of internal control
      over financial reporting does not include an evaluation of
      internal control over financial reporting for certain variable
      interest entities consolidated pursuant for FIN 46(R).  In future
      filings please disclose key sub-totals such as total and net
      assets, revenues and net income that result from consolidation of
      such entities and that your conclusion regarding the
      effectiveness of internal control over

Page 17

      financial reporting does
      not extend to the internal controls of such VIEs.  Also, please
      tell us whether the scope of your evaluation of internal control
      over financial reporting includes entities that you
      proportionately consolidate.  If the scope of your evaluation
      does not include proportionately consolidated entities, please
      provide similar disclosures in regard to those entities.  The
      additional disclosures should also note that the financial
      statements include the accounts of certain entities consolidated
      pursuant to FIN 46(R) or accounted for via proportionate
      consolidation in accordance with EITF 00-1 but that management
      has been unable to assess the effectiveness of internal control
      at those entities due to the fact that you do not have the
      ability to dictate or modify the controls of the entities and do
      not have the ability, in practice, to assess those controls.
      Please refer to Questions 1 of "Frequently Asked Questions
      Regarding Management's Report on Internal Control Over Financial
      Reporting and Certification of Disclosure in Exchange Act
      Periodic Reports" available on our website at
      www.sec.gov/info/accountants/controlfaq.htm.

      Response:

      Variable Interest Entities:

      SCE will add the following additional disclosure in its 2009 Form
      10-K:

            SCE consolidates four variable interest entities under FIN
            46(R), but does not control the operating activities of
            these entities or have the ability to dictate or modify the
            controls of these entities.  Accordingly, the scope of
            evaluation of internal control over financial reporting
            does not include an evaluation of internal control over
            financial reporting for these variable interest entities.
            A summary of the key sub-totals of these entities is set
            forth in the following table (in millions):



                  ----------------------------------------------------
                                                          2008
                  ----------------------------------------------------
                  At December 31,
                        Total Assets                      $419
                  For the year ended December 31,
                       Revenue                            $410
                       Operating Expenses                 $245
                       Net Income                          --
                  ----------------------------------------------------

            Accordingly, the conclusion regarding the effectiveness of
            internal control over financial reporting does not extend
            to the internal controls of such variable interest
            entities.

Page 18

      Jointly Owned Utility Plants -

      SCE's scope of evaluation of internal control over financial
      reporting includes its Jointly Owned Utility Projects.

Exhibit 12 - Computation of Ratios of Earnings to Fixed Charges

23.   Please show us your calculation of earnings for the most recent
      year in a format that identifies each of the items in instruction
      (C) of Item 503(d) of Regulation S-K.  In addition, tell us why
      your treatment of minority interest, equity in income from equity
      investees and distributed income from equity investees in your
      earnings computations comply with the instructions to Item 503(d)
      Regulation S-K.  In future filings please show your computations
      to derive income from continuing operations before fixed charges
      and taxes starting with income from continuing operations before
      tax and minority interest.

      Response:

      Attachment A includes a copy of SCE's calculation for 2008 in the
      format requested.

      SCE will revise the format of the ratio of earnings to fixed
      charges calculation to be consistent with instruction (C) of Item
      503(d) in its 2009 Form 10-K.

Exhibit 13 - Selected Portions of the Annual Report to Shareholders for
the Year Ended December 31, 2008

Critical Accounting Estimates and Policies, page 44

24.   Please revise to describe the material implications of
      uncertainties associated with the methods, assumptions and
      estimates underlying your critical accounting measurements that
      have had or that you reasonably expect will have a material
      impact on financial condition and operating performance and on
      the comparability of reported information among periods.  Your
      disclosures should supplement, not duplicate, the accounting
      policies disclosed in the notes to the financial statements.  For
      example, you should analyze to the extent material, such factors
      as how you arrived at each estimate, how accurate the
      estimate/assumption has been in the past, how much the
      estimate/assumption has changed in the past and whether the
      estimate/assumption is reasonably likely to change in the
      future.  We would

Page 19

      expect you to provide quantitative as well as
      qualitative disclosure when quantitative information is
      reasonably available and to provide greater insight into the
      quality and variability of information regarding financial
      condition and operating performance.  Also, since each critical
      accounting estimate and related assumptions are based on matters
      that are uncertain or difficult to measure, you should analyze
      and disclose their specific sensitivity to change, based on other
      outcomes that are reasonably likely to occur and would have a
      material effect.  Please refer to Item 303(a)(3)(ii) of
      Regulation S-K as well as the Commission's Guidance Regarding
      Management's Discussion and Analysis of Financial Condition and
      Results of Operations.

      Response:

      See Edison International's response to comment 5 above.

Notes to Consolidated Financial Statements, page 125

Note 4. Income Taxes, page 144

Accounting for Uncertainty in Income Taxes, page 74

25.   Please tell us how the liability for unrecognized tax benefits is
      classified in your consolidated balance sheet for each year
      presented.  In addition, please tell us the nature of the items
      netted against the liability as disclosed in note 3 to the table
      of commitments on page 50.

      Response:

      The classification of unrecognized tax benefits and the nature of
      the items netted against the liability for Southern California
      Edison are the same as described in Edison International's
      response to comment 7 above.

Note 5. Compensation and Benefit Plans, page 76

Stock-Based Compensation, page 84

26.   We note your disclosure in the second paragraph on page 69 that
      you have issued restricted stock units since 2007.  Please tell
      us why you have not disclosed the information in paragraph A240
      of SFAS 123(R) for restricted stock units.

Page 20

      Response:

      See Edison International's response to comment 8 above.

Stock Options, page 84

27.   Please tell us your rationale for using historical volatility for
      the most recent 36 months in estimating the fair value of stock
      options as opposed to historical volatility over a period
      commensurate with the expected or contractual term of the
      awards.  Refer to Question 2 of SAB Topic 14:D.

      Response:

      See Edison International's response to comment 9 above.

Performance Shares, page 86

28.   Please tell us what consideration you gave to presenting separate
      disclosure of awards classified as equity and those classified as
      liabilities.  Refer to paragraph A240f of SFAS 123(R).

      Response:

      See Edison International's response to comment 10 above.

Note 6. Commitments and Contingencies, page 161

Lease Commitments, page 87

29.   Please disclose the information for capital leases required by
      paragraphs 16a of SFAS 13 or tells us why such disclosures are
      not required.

      Response:

      See Edison International's response to comment 11 above.

Other Commitments, page 89

30.   Please tell us how you are accounting for the power purchase
      settlements with qualifying facilities and the basis in GAAP for
      your accounting treatment.  In addition, please disclose the
      amount of QF settlements for each year presented.

page 21

      Response:

      See Edison International's response to comment 12 above.

Form 10-Q for Fiscal quarter Ended March 30, 2009

31.   Please address the above comments in future filings to the extent
      applicable.

      Response:

      To the extent applicable, SCE will revise its quarterly
      disclosures as addressed above.


In connection with our response to the comments of the Staff set forth
herein, we acknowledge that:

o     Each of Edison International and SCE are responsible for the
      adequacy and accuracy of the disclosure in their respective
      filings;
o     Staff comments or changes to disclosure in response to staff
      comments do not foreclose the Commission from taking any action
      with respect to the filing; and
o     Neither Edison International nor SCE may assert staff comments as
      a defense in any proceeding initiated by the Commission or any
      person under the federal securities laws of the United States.

Should you have any questions or comments on the above responses,
please advise us by letter or by calling me at (626)302-2278 or via
e-mail at mark.clarke@edisonintl.com, or Jeff Duran at (626)302-4513 or
via e-mail at jeff.duran@sce.com.

Sincerely,




/s/ Mark Clarke                  /s/ Linda G. Sullivan
---------------                  ---------------------
Mark Clarke                      Linda G. Sullivan
Vice President and Controller    Senior Vice President & Chief
Edison International             Financial Officer
                                 Acting Controller
                                 Southern California Edison