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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K



                                 CURRENT REPORT



                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934




       Date of Report (Date of earliest event reported): December 15, 1999



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



            CALIFORNIA                      001-9936            95-4137452
(State or principal jurisdiction of     (Commission file     (I.R.S. employer
  incorporation or organization)             number)        identification no.)




                            2244 Walnut Grove Avenue
                                 (P.O. Box 800)
                           Rosemead, California 91770
          (Address of principal executive offices, including zip code)



                                  626-302-2222
              (Registrant's telephone number, including area code)

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Items 1, 3  through  6, and 8 through 9 are not  included  because  they are not
applicable.

Item 2.  Acquisition or Disposition of Assets

On December  15, 1999,  Edison  Mission  Energy  (EME),  Edison  International's
wholly-owned   independent  power  subsidiary,   completed  a  transaction  with
Commonwealth  Edison  Company  (ComEd),  a wholly  owned  subsidiary  of  Unicom
Corporation, to acquire ComEd's fossil-fuel power generating assets (ComEd Asset
Acquisition).   EME  completed  the  ComEd  Asset  Acquisition  through  Midwest
Generation,  LLC (Midwest), a wholly-owned  subsidiary of Edison Mission Midwest
Holdings Co. (Midwest Holdings).  Midwest Holdings is a wholly-owned  subsidiary
of Midwest Generation EME, LLC, a wholly-owned subsidiary of EME.

Concurrent  with the ComEd  Asset  Acquisition,  Midwest  assigned  its right to
purchase  the  Collins  Station,  a  2,698  megawatt  (MW)  gas-  and  oil-fired
generating  station  located  in  Illinois,  to a  third  party.  Thereafter,  a
subsidiary of Mission Holdings,  Collins Holdings EME, LLC (CHE), entered into a
leveraged lease transaction of the Collins Station under a 33.75-year lease.

The ComEd Asset  Acquisition  consists of 11 power  plants  located in Illinois,
including six coal-fired generating plants consisting of 5,646 MW and a group of
on-site  generating  peakers  consisting of 604 MW  (winter/summer  average) and
off-site  generating  peakers  consisting  of  562 MW  (winter/summer  average).
Midwest  will  operate  all of the  power  plants it owns and will  operate  the
Collins Station as a sub-lessee from CHE (collectively, Units). The aggregate MW
purchased or leased as a result of the ComEd transaction is 9,510.

In  connection  with the  acquisition,  Midwest  and ComEd  entered  into  power
purchase  agreements  (PPAs) pursuant to which ComEd will purchase  capacity and
have the right to  purchase  energy  generated  by the  Units.  The PPAs,  which
provide for capacity and energy  payments,  will have a term of up to five years
commencing  on December  15,  1999.  ComEd will be  obligated to make a capacity
payment for the Units under contract providing Midwest revenue for fixed charges
and an energy payment for the electricity  produced by these Units  compensating
Midwest for variable cost of  production.  If ComEd does not fully  dispatch the
Units  under  contract,  Midwest  may sell the  excess  energy to a third  party
subject to certain conditions.

The energy and capacity of Midwest that is not purchased  under the PPAs will be
sold at market  prices to  neighboring  utilities,  municipalities,  third party
electricity  retailers,  large  consumers and power marketers on a spot basis. A
bilateral trading  infrastructure  already exists with access to the Mid-America
Interconnected  Network  and the East  Central  Area  Reliability  Council.  The
Illinois Automatic Power Exchange is also expected to open in December 1999.

Consideration for the ComEd Asset Acquisition  (excluding $860 million paid by a
third party to acquire  the  Collins  Station)  consisted  of a cash  payment of
approximately  $4.1  billion.  The  acquisition  was  funded  primarily  with  a
combination  of  approximately  $1.6  billion of debt secured by a pledge of the
stock of certain EME  subsidiaries,  $1.3 billion of EME corporate debt and $1.2
billion in equity contributions from Edison International.



EME corporate debt consisted of a $500 million  364-day  interest only revolving
credit facility  entered into on December 15, 1999,  $500 million  floating rate
notes due June 15,  2001 and  borrowings  under  EME's  corporate  revolver  and
commercial   paper   facilities.   Edison   International   funded  its  capital
contributions  through  the  issuance by trusts  that are  affiliates  of Edison
International  of  $500,000,000  and  $325,000,000  of  subordinated  deferrable
interest rate notes which are guaranteed by Edison  International,  due July 26,
2029 and October 29,  2029,  respectively,  and through  Edison  International's
issuance of $750,000,000 of senior notes due September 15, 2004.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(a)      Financial Statements of Businesses Acquired.  Not applicable.

(b)      Pro Forma Financial Information.  Not applicable.

(c)      Exhibits.

Exhibit No.                          Description
- ----------                           -----------

    2          Asset Sale Agreement,  dated March 22, 1999 between  Commonwealth
               Edison  Company and Edison  Mission  Energy as to the Fossil Fuel
               Generating  Assets  (incorporated  by reference to Exhibit 2.5 to
               Edison Mission  Energy's  Annual Report on Form 10-K for the year
               ended December 31, 1998, File No. 1-13434).*

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*  Incorporated by reference pursuant to Rule 12b-32.









                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                  EDISON INTERNATIONAL
                                      (Registrant)



                                   KENNETH S. STEWART
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                                   KENNETH S. STEWART
                                Assistant General Counsel


December 29, 1999