S-8

As filed with the Securities and Exchange Commission on November 9, 2009
                                                                        File No. 333-_______
============================================================================================
                                       UNITED STATES
                             SECURITIES AND EXCHANGE COMMISSION
                                   Washington, D.C. 20549

                                          FORM S-8

                                   Registration Statement
                                           Under
                                 the Securities Act of 1933

                                    EDISON INTERNATIONAL
                   (Exact name of registrant as specified in its charter)

                                         CALIFORNIA
               (State or other jurisdiction of incorporation or organization)

                                         95-4137452
                            (I.R.S. Employer Identification No.)

      2244 Walnut Grove Avenue (P.O. Box 976)                     91770
                              Rosemead, California (Zip Code)
      (Address of Principal Executive Offices)

                                 EDISON 401(k) SAVINGS PLAN
                                  (Full title of the Plan)

                                      Michael A. Henry
                                      Senior Attorney
                          2244 Walnut Grove Avenue (P.O. Box 800)
                                 Rosemead, California 91770
                          (Name and address of agent for service)

                                       (626) 302-4328
               (Telephone number, including area code, of agent for service)

    Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the
definitions of "large accelerated filer," "accelerated filer" and "smaller reporting
company" in Rule 12b-2 of the Exchange Act. (Check one):
    Large accelerated filer  [x]               Accelerated filer         [ ]
    Non-accelerated filer    [ ]            Smaller reporting company    [ ]
      (Do not check if a smaller reporting company)

                              CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------

                                             Proposed       Proposed        Amount
                               Amount         maximum       maximum          of
Title of securities            to be       offering price  aggregate     registration
to be registered(1)         registered      per share(2) offering price(2)   fee
- --------------------------------------------------------------------------------------------
Common Stock, no par value  30,000,000 shs.   $31.70      $951,000,000     $53,065.80
- --------------------------------------------------------------------------------------------
(1) In  addition,   pursuant  to  Rule  416(c)  under  the  Securities  Act  of  1933,  this
    registration  statement also covers an  indeterminate  amount of interests to be offered
    or sold pursuant to the employee benefit plan described herein.
(2) Estimated  pursuant to Rules  457(c) and 457(h),  solely for the purpose of  calculating
    the  registration  fee, on the basis of the average of the high and low prices of Edison
    International common stock reported in the consolidated  reporting system as of
    November 3, 2009.

============================================================================================

Page



                                      EXPLANATORY NOTE

      In accordance with General Instruction E of Form S-8, Edison International (the
"Registrant") is registering additional shares of common stock pursuant to the Edison
401(k) Savings Plan (the "Plan").  The Registrant currently has an effective registration
statement filed on Form S-8 relating to the Plan which registered securities of the same
class as those being registered herewith filed with the Securities and Exchange Commission
on November 4, 2005.  The Registrant incorporates by reference that registration statement
on Form S-8 (File No. 333-129442), which is made a part hereof.



                                          PART II

                     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.     Exhibits

      See Exhibit Index.

      The registrant undertakes that it has submitted or will submit the Plan and any
amendments thereto to the Internal Revenue Service ("IRS") in a timely manner and has made
or will make all changes required by the IRS in order to qualify the Plan.





Page





                                             2






                                         SIGNATURES

The Registrant

      Pursuant to the requirements of the Securities Act of 1933, the registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 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 9th day of November, 2009.


                                               Edison International


                                             By /s/ Mark C. Clarke
                                               --------------------------
                                               Mark C. Clarke
                                               Vice President and Controller

      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 dates
indicated.

        Signature                      Title                    Date

Principal Executive Officer:

   Theodore F. Craver*            Chairman of the Board,
                                  President, Chief Executive
                                  Officer and Director        November 9, 2009

Principal Financial Officer:

   W. James Scilacci*             Executive Vice President,
                                  Chief Financial Officer,
                                  and Treasurer               November 9, 2009

Controller or Principal Accounting Officer:

By   /s/ Mark C. Clarke
    --------------------------
       Mark C. Clarke             Vice President
                                  and Controller              November 9, 2009

Majority of Board of Directors:


   Vanessa C.L. Chang*          Director                      November 9, 2009
   France A. Cordova*           Director                      November 9, 2009
   Charles B. Curtis*           Director                      November 9, 2009
   Bradford M. Freeman*         Director                      November 9, 2009
   Luis G. Nogales*             Director                      November 9, 2009
   Ronald L. Olson*             Director                      November 9, 2009
   James M. Rosser*             Director                      November 9, 2009
   Richard T. Schlosberg, III*  Director                      November 9, 2009
   Thomas C. Sutton*            Director                      November 9, 2009
   Brett White*                 Director                      November 9, 2009

*By /s/ Michael A. Henry
   ------------------------------
      (Michael A. Henry, Attorney-in-Fact)


                                             3
Page


The Plan

      Pursuant to the requirements of the Securities Act of 1933, the trustees (or other
persons who administer the Plan) have 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 9th day of November, 2009.

                                 EDISON 401(k) SAVINGS PLAN



                                 By /s/ Daryl D. David
                                 --------------------------
                                 Daryl D. David
                                 Chair of the Southern California Edison Company
                                 Benefits Committee





Page




































                                             4



                                       EXHIBIT INDEX


Exhibit
Number                             Description

4.1     Restated Articles of Incorporation of Edison International dated December 19, 2006
        (File No. 1-9936 filed as Exhibit 3.1 to Form 10-K for the year ended
        December 31, 2006)*


4.2     Amended Bylaws of Edison International as adopted by the Board of Directors
        on December  11,  2008 (File No.  1-9936,  filed as Exhibit 3.2 to Form10-K  for the
        year ended December 31, 2008)*

5       Opinion of Counsel

23.1    Consent of Counsel (included in Exhibit 5)

23.2    Consent of BDO Seidman, LLP

23.3    Consent of PricewaterhouseCoopers LLP

24      Power of Attorney

_______________
*  Incorporated by reference pursuant to Rule 411(c) under the Securities Act of 1933.





























                                             5

EX-5

                                                               EXHIBIT 5

                            November 9, 2009


Edison International
2244 Walnut Grove Avenue
Rosemead, California 91770

Ladies and Gentlemen:

      This opinion is rendered in connection with the filing of a Registration Statement on
Form S-8 ("the Registration Statement") to register 30,000,000 shares of Edison
International common stock with the Securities and Exchange Commission related to the
Edison 401(k) Savings Plan (the "Plan").  Under the Registration Statement, interests in
the Plan ("Beneficial Interests") and shares of Edison International Common Stock, no par
value (the "Plan Shares"), are offered and sold to employees of Edison International and
its affiliates.

      I am generally familiar with the organization, history and affairs of Edison
International.  I am also familiar with the proceedings taken and proposed to be taken by
Edison International in connection with the proposed offering and sale, and I, or attorneys
acting under my supervision, have examined a form of the Registration Statement.  As Vice
President, Associate General Counsel, Chief Governance Officer and Corporate Secretary of
Edison International, I have general responsibility for supervising lawyers who may have
been asked to review legal matters arising in connection with the offering and sale of the
Plan Shares and Beneficial Interests.  Accordingly, some of the matters referred to herein
have not been handled personally by me, but I have been made familiar with the facts and
circumstances and the applicable law.  The opinions expressed herein are my own or are
opinions of others with which I concur.

      Based upon the foregoing and subject to completion of such proceedings as are now
contemplated prior to the offering and sale of the Beneficial Interests and Plan Shares, it
is my opinion that, when sold as provided in the Registration Statement, the Beneficial
Interests will be legally issued and the Plan Shares will be duly authorized, legally
issued, fully paid and nonassessable shares of Common Stock of Edison International.  This
opinion does not relate to state Blue Sky or securities laws.

      I hereby consent to any references made to me, and to the use of my name, in the
Registration Statement.  By giving such consent, I do not thereby admit that I am an expert
with respect to any part of the Registration Statement, including this exhibit to the
Registration Statement, within the meaning of Section 7 of the Securities Act of 1933 or
the rules and regulations of the Securities and Exchange Commission thereunder.

                                         Very truly yours,



                                         /s/ Barbara E. Mathews
                                         -------------------------------
                                         Barbara E. Mathews
                                         Vice President, Associate General Counsel, Chief
                                         Governance Officer and Corporate Secretary

EX-23

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Edison International
Rosemead, California


We hereby consent to the incorporation by reference in this
Registration Statement of our report dated June 24, 2009, relating to
the financial statements and supplemental schedule of the Edison 401(k)
Savings Plan appearing on Form 11-K for the year ended December 31,
2008.



/s/ BDO Seidman, LLP
- -------------------------------
BDO Seidman, LLP

Costa Mesa, California
November 9, 2009

EX-23

                                                            EXHIBIT 23.3


        CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated March 2, 2009
relating to the financial statements, and the effectiveness of internal
control over financial reporting, which appears in the 2008 Annual
Report to Shareholders which is incorporated by reference in Edison
International's Annual Report on Form 10-K for the year ended
December 31, 2008.  We also consent to the incorporation by reference
of our report dated March 2, 2009 relating to the financial statement
schedules, which appears in such Annual Report on Form 10-K.





/s/ PricewaterhouseCoopers LLP

- ------------------------------

PricewaterhouseCoopers LLP
Los Angeles, California
November 9, 2009

EX-24

2


                                                           EXHIBIT 24

                          EDISON INTERNATIONAL

                           POWER OF ATTORNEY


            The undersigned, Edison International, a California
corporation, and certain of its officers and/or directors, do each
hereby constitute and appoint W. JAMES SCILACCI, BARBARA E. MATHEWS,
POLLY L. GAULT, MARK C. CLARKE, GEORGE T. TABATA, PAIGE W.R. WHITE,
MICHAEL A. HENRY, KEITH J. LARSON, DARLA F. FORTE, and BONITA J. SMITH,
and/or any one of them, to act severally as attorney-in-fact, for the
purpose of executing and filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, a registration
statement or registration statements and all amendments and/or
supplements thereto for the purposes of registering and/or continuing
the registration of up to 30,000,000 shares of Common Stock of Edison
International and related beneficial interests to be offered and sold
through the Edison 401(k) Savings Plan, granting unto said
attorneys-in-fact, and each of them, full power and authority to do
every act and thing whatsoever necessary for such purposes as fully as
the undersigned or any of them could do if personally present, hereby
ratifying and approving the acts of each of said attorneys-in-fact.

            Executed at Rosemead, California, as of this 22nd day of
October, 2009.

                                 EDISON INTERNATIONAL

                                 By:   /s/ THEODORE F. CRAVER, JR.
                                       --------------------------
                                       THEODORE F. CRAVER JR.
                                       Chairman of the Board, President
                                       and Chief Executive Officer

Page

Attest:

/s/ BARBARA E. MATHEWS
- ----------------------
BARBARA E. MATHEWS
Vice President, Associate General Counsel,
Chief Governance Officer and Corporate Secretary


Principal Executive Officer and Director:

/s/ THEODORE F. CRAVER, JR.
- ---------------------------     Chairman of the Board, President, Chief
THEODORE F. CRAVER JR.          Executive Officer and Director


Principal Financial Officer:

/s/ W. JAMES SCILACCI
- ---------------------           Executive Vice President, Chief
W. JAMES SCILACCI               Financial Officer and Treasurer


Controller and Principal Accounting Officer

/s/ MARK C. CLARKE
- -------------------             Vice President and Controller
MARK C. CLARKE

Page


                          Edison International
                           Power Of Attorney
                Authorization of Additional Plan Shares
                            October 22, 2009



Additional Directors:



/s/ VANESSA C.L. CHANG                      /s/ RONALD L. OLSON
- -----------------------Director            -----------------------------Director
VANESSA C.L. CHANG                          RONALD L. OLSON


/s/ FRANCE A. CORDOVA                       /s/ JAMES M. ROSSER
- ------------------------Director            -----------------------------Director
FRANCE A. CORDOVA                           JAMES M. ROSSER


/s/ CHARLES B. CURTIS                       /s/ RICHARD T. SCHOLSBERG, III
- ------------------------Director            -----------------------------Director
CHARLES B. CURTIS                           RICHARD T. SCHLOSBERG, III


/s/ BRADFORD M. FREEMAN                     /s/ THOMAS C. SUTTON
- ------------------------Director            -----------------------------Director
BRADFORD M. FREEMAN                         THOMAS C. SUTTON


/s/ LUIS G. NOGALES                         /s/ BRETT WHITE
- ------------------------Director            -----------------------------Director
LUIS G. NOGALES                             BRETT WHITE