S-8

As filed with the Securities and Exchange Commission on August 5, 2011

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 INTERNATIONAL

2007 PERFORMANCE INCENTIVE PLAN

(Full title of the Plan)

Michael A. Henry

Senior Attorney

2244 Walnut Grove Avenue (P.O. Box 976)

Rosemead, California 91770

(Name and address of agent for service)

(626) 302-4328

(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of securities to be registered(1)	Amount to be registered	Proposed maximum offering price per share(2)	Proposed maximum aggregate offering price(2)	Amount of registration fee
Common Stock, no par value	28,000,000 shs.	$35.88	$1,004,640,000	$116,638.70

(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers additional securities to be offered or issued in connection with the terms of the Edison International 2007 Performance Incentive Plan (the “Plan”), providing for proportionate adjustment of the amount of securities being offered or issued in the event of stock splits or other transactions specified in the Plan.

(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 August 4, 2011.

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 International 2007 Performance Incentive 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 August 12, 2009.  The Registrant incorporates by reference that registration statement on Form S-8 (File No. 333-161284), which is made a part hereof.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.  Exhibits

See Exhibit index.

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SIGNATURES

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 5th day of August, 2011.

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, Jr.*                                       Chairman of the Board,

President, Chief Executive

Officer and Director                               August 5, 2011

Principal Financial Officer:

W. James Scilacci*                                                Executive Vice President,

Chief Financial Officer,

and Treasurer                                         August 5, 2011

Controller or Principal Accounting Officer:

By    /s/ Mark C. Clarke                                                          

Mark C. Clarke                                                       Vice President and

Controller                                                 August 5, 2011

Board of Directors:

 Jagjeet S. Bindra*                                                   Director                                               August 5, 2011

 Vanessa C.L. Chang*                                             Director                                               August 5, 2011

 France A. Córdova*                                               Director                                               August 5, 2011

 Charles B. Curtis*                                                   Director                                               August 5, 2011

 Bradford M. Freeman*                                           Director                                               August 5, 2011

 Luis G. Nogales*                                                     Director                                               August 5, 2011

 Ronald L. Olson*                                                    Director                                               August 5, 2011

 James M. Rosser*                                                   Director                                               August 5, 2011

 Richard T. Schlosberg, III*                                    Director                                               August 5, 2011

 Thomas C. Sutton*                                                 Director                                               August 5, 2011

 Brett White*                                                 Director                                               August 5, 2011

*By  /s/ Michael A. Henry                                                             

(Michael A. Henry, Attorney-in-Fact)

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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 effective October 28, 2010 (File No. 1-9936, filed as Exhibit 3.1 to Form 8-K dated November 3, 2010)*

 5 Opinion of Counsel

23.1 Consent of Counsel (included in Exhibit 5)

23.2 Consent of PricewaterhouseCoopers LLP

24 Power of Attorney

_______________

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

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EX-5

EXHIBIT 5

August 5, 2011

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 28,000,000 shares of Edison International Common Stock, no par value (the “Plan Shares”), with the Securities and Exchange Commission related to the Edison International 2007 Performance Incentive Plan as Amended and Restated on February 24, 2011 (the  "Plan").  Under the Plan, the Plan Shares will be either issued by Edison International or purchased on the open market, and offered and sold to directors, executive officers and key management 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.  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, sale of the Plan Shares, it is my opinion that, when sold as provided in the Registration Statement, 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-23.2

Exhibit 23.2

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 reportdated February 28, 2011 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in Edison International's Annual Report on Form 10-K for the year ended December 31, 2010.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Los Angeles, California

August 5, 2011

EX-24

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, DARLA F. FORTE, and BONITA J. SMITH, or any 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 28,000,000 additional shares of Common Stock of Edison International to be offered and sold through the Edison International 2007 Performance Incentive 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 11th day of July, 2011.

EDISON INTERNATIONAL

By:  /s/ Theodore F. Craver, Jr.

   ___________________________

THEODORE F. CRAVER, JR.

Chairman of the Board, President

and Chief Executive Officer

Edison International

Power of Attorney dated July 11, 2011

2007 Performance Incentive Plan

(Amended and Restated as of February 24, 2011)

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,

THEODORE F. CRAVER, JR.Chief Executive Officer and Director

Principal Financial Officer:

/s/ W. James Scilacci

___________________________________Executive Vice President,

W. JAMES SCILACCI                                          Chief Financial Officer and Treasurer

Controller and Principal Accounting Officer:

/s/ Mark C. Clarke

___________________________________Vice President and Controller

MARK C. CLARKE

Edison International

Power of Attorney dated July 11, 2011

2007 Performance Incentive Plan

(Amended and Restated as of February 24, 2011)

Additional Directors:

/s/ Jagjeet S. Bindra	Director	/s/ Ronald L. Olson	Director
JAGJEET S. BINDRA		RONALD L. OLSON
/s/ Vanessa C.L. Chang	Director	/s/ James M. Rosser	Director
VANESSA C.L. CHANG		JAMES M. ROSSER
/s/ France A. Cordova	Director	/s/ Richard T. Schlosberg	Director
FRANCE A. CÓRDOVA		RICHARD T. SCHLOSBERG
/s/ Charles B. Curtis	Director	/s/ Thomas C. Sutton	Director
CHARLES B. CURTIS		THOMAS C. SUTTON
/s/ Bradford M. Freeman	Director	/s/ Brett White	Director
BRADFORD M. FREEMAN		BRETT WHITE
/s/ Luis G. Nogales	Director
LUIS G. NOGALES