8-K

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                                                   UNITED STATES
                                        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): June 20, 2005



                                        SOUTHERN CALIFORNIA EDISON COMPANY
                              (Exact name of registrant as specified in its charter)



                 CALIFORNIA                           001-2313                              95-1240335
        (State or other jurisdiction                 (Commission                         (I.R.S. Employer
              of incorporation)                     File Number)                        Identification No.)


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

                                                   626-302-1212
                               (Registrant's telephone number, including area code)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



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Item 8.01.  Other Events.

         On June 20, 2005, Southern California Edison Company agreed to sell $350,000,000 5.35% First and
Refunding Mortgage Bonds, Series 2005E, Due 2035 ("New Bonds").  For further information concerning the New
Bonds, refer to the exhibits contained in this Current Report on Form 8-K.


Item 9.01.  Financial Statements and Exhibits.

(c)      Exhibits

         See the Exhibit Index below.



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                                                    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 hereunto duly authorized.


                                                 SOUTHERN CALIFORNIA EDISON COMPANY
                                                 (Registrant)


                                                 /S/ LINDA G. SULLIVAN
                                                 ----------------------------------------
                                                 LINDA G. SULLIVAN
                                                 Vice President and Controller


June 24, 2005



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                                                   EXHIBIT INDEX

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

1                          Underwriting Agreement dated as of June 20, 2005

4.1                        One Hundred Ninth Supplemental Indenture dated as of June 20, 2005

4.2                        Certificate as to Actions Taken by Officer of Southern California Edison Company,
                           dated as of June 20, 2005

5                          Opinion of Counsel

12.1                       Statement re Computation of Ratios of Earnings to Combined Fixed Charges and Preferred
                           Stock Dividends

12.2                       Statement re Computation of Ratios of Earnings to Fixed Charges

25.1                       Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as
                           amended, of the Bank of New York Trust Company, N.A., as Trustee under the Indenture
                           (First Mortgage Bonds)

EX-1

                                                                                                  EXECUTION VERSION




                                        Southern California Edison Company

                   $350,000,000 5.35% First and Refunding Mortgage Bonds, Series 2005E, Due 2035

                                              Underwriting Agreement

                                                                                                 New York, New York

                                                                                                      June 20, 2005

Citigroup Global Markets Inc.
J.P. Morgan Securities Inc.,
   as Representatives of the several Underwriters
c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York  10013

Ladies and Gentlemen:

                  Southern  California  Edison  Company,  a  corporation  organized  under the laws of the State of
California  (the  "Company"),  proposes  to sell to the  several  underwriters  named in  Schedule  I  hereto  (the
"Underwriters"), for whom you (the "Representatives") are acting as representatives,  $350,000,000 principal amount
of its 5.35% First and Refunding  Mortgage Bonds,  Series 2005E, Due 2035 (the "Securities") to be issued under the
One Hundred Ninth  Supplemental  Indenture  (the  "Supplemental  Indenture")  to be dated as of June 20, 2005, to a
Trust  Indenture  dated as of October 1, 1923 (the "Trust  Indenture"  and,  as  supplemented  by the  Supplemental
Indenture,  the  "Indenture")  between the Company and The Bank of New York Trust  Company  N.A.,  as  successor to
Harris Trust and Savings Bank, and D.G. Donovan,  as successor trustee to  Pacific-Southwest  Trust & Savings Bank,
as trustees (the "Trustees").  To the extent there are no additional  Underwriters  listed on Schedule I other than
you, the term  Representatives as used herein shall mean you, as Underwriters,  and the terms  Representatives  and
Underwriters  shall mean  either the  singular  or plural as the  context  requires.  Any  reference  herein to the
Registration  Statement,  a Preliminary  Prospectus or the  Prospectus  shall be deemed to refer to and include the
documents  incorporated  by reference  therein  pursuant to Item 12 of Form S-3 which were filed under the Exchange
Act on or  before  the  Effective  Date of the  Registration  Statement  or the  issue  date  of  such  Preliminary
Prospectus  or the  Prospectus,  as the case may be; and any  reference  herein to the terms  amend,  amendment  or
supplement  with respect to the  Registration  Statement,  any  Preliminary  Prospectus or the Prospectus  shall be
deemed to refer to and include the filing of any document  under the Exchange Act after the  Effective  Date of the
Registration  Statement,  or the issue date of any Preliminary  Prospectus or the  Prospectus,  as the case may be,
deemed to be incorporated therein by reference.  Certain terms used herein are defined in Section 17 hereof.

1.       Representations  and  Warranties.   The  Company  represents  and  warrants  to,  and  agrees  with,  each
Underwriter as set forth below in this Section 1.



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(a)      The Company meets the  requirements  for use of Form S-3 under the Act and has prepared and filed with the
         Commission  a  registration   statement  (file  number  333-123683)  on  Form S-3,   including  a  related
         preliminary  prospectus,  for registration  under the Act of the offering and sale of the Securities.  The
         Company may have filed one or more amendments thereto,  including a related preliminary  prospectus,  each
         of which has  previously  been  furnished to you. The Company  will next file with the  Commission  one of
         the  following:  either  (1) prior  to the  Effective  Date  of such  registration  statement,  a  further
         amendment  to such  registration  statement,  including  the form of final  prospectus  or  (2) after  the
         Effective  Date of such  registration  statement,  a final  prospectus in  accordance  with Rules 430A and
         424(b).  In the case of clause (2),  the Company has included in such registration  statement,  as amended
         at the Effective  Date, all  information  (other than Rule 430A  Information)  required by the Act and the
         rules  thereunder  to be  included in such  registration  statement  and the  Prospectus.  As filed,  such
         amendment  and  form of  final  prospectus,  or  such  final  prospectus,  shall  contain  all  Rule  430A
         Information,  together  with  all  other  such  required  information,  and,  except  to  the  extent  the
         Representatives  shall agree in writing to a  modification,  shall be in all  substantive  respects in the
         form furnished to you prior to the Execution  Time or, to the extent not completed at the Execution  Time,
         shall contain only such specific  additional  information  and other changes (beyond that contained in the
         latest  Preliminary  Prospectus)  as the Company has advised you,  prior to the  Execution  Time,  will be
         included or made therein.

(b)      On the Effective  Date,  the  Registration  Statement did or will,  and when the Prospectus is first filed
         (if required) in accordance with Rule 424(b) and on the Closing Date (as defined  herein),  the Prospectus
         (and any supplements  thereto) will, comply in all material  respects with the applicable  requirements of
         the Act,  the  Exchange  Act and the Trust  Indenture  Act and the  respective  rules  thereunder;  on the
         Effective  Date and at the  Execution  Time,  the  Registration  Statement did not or will not contain any
         untrue  statement of a material fact or omit to state any material  fact required to be stated  therein or
         necessary  in order to make the  statements  therein  not  misleading;  on the  Effective  Date and on the
         Closing Date the Indenture did or will comply in all material  respects with the  applicable  requirements
         of the Trust Indenture Act and the rules  thereunder;  and, on the Effective Date, the Prospectus,  if not
         filed  pursuant to Rule  424(b),  will not,  and on the date of any filing  pursuant to Rule 424(b) and on
         the Closing Date, the  Prospectus  (together  with any  supplement  thereto) will not,  include any untrue
         statement of a material  fact or omit to state a material fact  necessary in order to make the  statements
         therein,  in the  light of the  circumstances  under  which  they were  made,  not  misleading;  provided,
         however,  that the Company makes no  representations or warranties as to (i) that part of the Registration
         Statement  which shall  constitute the Statement of  Eligibility  and  Qualification  (Form T-1) under the
         Trust  Indenture  Act  of  the  Trustees  or  (ii) the  information  contained  in  or  omitted  from  the
         Registration  Statement,  or the Prospectus (or any supplement thereto) in reliance upon and in conformity
         with  information  furnished  in writing to the  Company by or on behalf of any  Underwriter  through  the
         Representatives  specifically  for  inclusion  in the  Registration  Statement or the  Prospectus  (or any
         supplement thereto).



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(c)      The  Company  is not  and,  after  giving  effect  to the  offering  and  sale of the  Securities  and the
         application of the proceeds  thereof as described in the Prospectus,  will not be an "investment  company"
         as defined in the Investment Company Act of 1940, as amended.

(d)      The Company has been duly  incorporated  and is validly  existing as a corporation  in good standing under
         the laws of the State of California  with full corporate  power and authority to own or lease, as the case
         may be, and to operate its  properties  and conduct its business as described  in the  Prospectus,  and is
         duly  qualified to do business as a foreign  corporation  and is in good  standing  under the laws of each
         jurisdiction that requires such qualification.

(e)      There is no  franchise,  contract  or other  document  of a  character  required  to be  described  in the
         Registration  Statement or  Prospectus,  or to be filed as an exhibit  thereto,  which is not described or
         filed as required;  and the statements in the Prospectus under the heading "Summary-- Southern  California
         Edison  Company"  and  the  statements  incorporated  into  the  Prospectus  from  the  sections  entitled
         "Regulation" and  "Environmental  Matters" in the Company's Annual Report on Form 10-K for the fiscal year
         ended  December 31, 2004 (the "Form 10-K"),  as  supplemented  by  information  contained in the Company's
         subsequent  Quarterly  Report on Form 10-Q and Current  Reports on Form 8-K, which are  incorporated  into
         the Prospectus, fairly summarize the matters therein described in all material respects.

(f)      This Agreement has been duly authorized, executed and delivered by the Company.

(g)      The Securities and the Indenture  conform in all material  respects to the description  thereof  contained
         in the  Prospectus;  each of the Trust Indenture and the  Supplemental  Indenture has been duly authorized
         by the Company and,  assuming due  authorization,  execution  and delivery  thereof by the  Trustees,  the
         Trust  Indenture  constitutes  and, as  supplemented  by the  Supplemental  Indenture  when  executed  and
         delivered by the Company,  will constitute a legal, valid, and binding instrument  enforceable against the
         Company  in  accordance  with its  terms  (subject,  as to  enforcement  of  remedies,  to (A)  applicable
         bankruptcy,  fraudulent  conveyance,   fraudulent  transfer,   reorganization,   insolvency,   moratorium,
         equitable  subordination or other laws affecting  creditors'  rights generally from time to time in effect
         and to general  principles  of  equity,  (B) the terms of the  franchises,  licenses,  easements,  leases,
         permits,  contracts and other instruments under which the mortgaged  property is held or operated,  (C) as
         to its enforceability in respect of the Company's  interest in nuclear energy  facilities,  the provisions
         of the Atomic Energy Act of 1954 and regulations  thereunder,  (D) as to its  enforceability in respect of
         the interest of the Company in the Four Corners  Generating  Station and the easement and lease  therefor,
         to possible defects in title,  including  possible  conflicting  grants or encumbrances not  ascertainable
         because of the absence of or  inadequacies  in the  applicable  recording law and the record system of the
         Bureau of Indian  Affairs and the Navajo  Nation,  to the  possible  inability of the Company to resort to
         legal process to enforce its rights  against the Navajo Nation without  Congressional  consent and, in the
         case of the Company's lease, to possible impairment or termination

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         under  certain  circumstances  by Congress or the  Secretary  of the  Interior and (E) such other
         liens,  prior rights and  encumbrances  none of which (with the possible  exception of the matter referred
         to in clause (D) above),  with  immaterial  exceptions,  affects from a legal  standpoint the security for
         the Securities,  the ability of the Trustees to foreclose on the property  subject to the liens created by
         the Indenture or the Company's  right to use such  properties in its business);  the Securities  have been
         duly and validly authorized,  and, when issued and delivered to and paid for by the Underwriters  pursuant
         to this Agreement, will be fully paid and nonassessable.

(h)      No consent, approval,  authorization,  filing with or order of any court or governmental agency or body is
         required in connection with the transactions  contemplated  herein,  except such as have been obtained (i)
         under the Act, (ii) from the  California  Public  Utilities  Commission  and (iii) such as may be required
         under the blue sky laws of any  jurisdiction  in  connection  with the  purchase and  distribution  of the
         Securities by the Underwriters in the manner contemplated herein and in the Prospectus.

(i)      All such  filings,  recordings,  indexings  and  postings to  geographical  indexes  have been made in (x)
         county real estate  records or offices of county  recorders,  (y) Federal and State  offices,  bureaus and
         agencies and (z) offices of the Navajo Nation as are necessary under  applicable law to perfect,  preserve
         and protect the lien created by the  Indenture  or ensure that such  filings,  recordations,  postings and
         indexings are fully effective to give constructive  notice,  constructive  knowledge or implied notice, as
         applicable,   of  such  lien  and  the  property  subject  thereto  to  all  purchasers,   mortgagees  and
         encumbrancers  of such property  (other than  after-acquired  property) who become such  subsequent to the
         date of such recording, filing, posting or indexing.

(j)      The Indenture will  constitute a legally valid first lien or charge,  to the extent that it purports to be
         such,  on  substantially  all of the  property  now owned by the  Company to the extent and subject to the
         exceptions,  defects,  qualifications  and other matters set forth or referred to in the  Prospectus or in
         Section 1(g) of this Agreement,  and to such other matters that do not materially  affect the security for
         the Securities.

(k)      Neither  the issue  and sale of the  Securities  nor the  consummation  of any  other of the  transactions
         herein  contemplated  nor the  fulfillment of the terms hereof will conflict  with,  result in a breach or
         violation  of,  or  imposition  of any lien,  charge or  encumbrance  upon any  property  or assets of the
         Company pursuant to, (i) the  articles of  incorporation or by-laws of the Company,  (ii) the terms of any
         indenture  (other than,  solely with respect to the  imposition of liens,  charges and  encumbrances  upon
         property or assets of the Company or SCE Funding LLC,  the lien  created by the  Indenture in favor of the
         Securities),  contract,  lease,  mortgage,  deed  of  trust,  note  agreement,  loan  agreement  or  other
         agreement,  obligation,  condition,  covenant or  instrument  to which the Company or SCE Funding LLC is a
         party  or  bound  or to which  its or  their  property  is  subject,  or  (iii) any  statute,  law,  rule,
         regulation,  judgment,  order  or  decree  applicable  to the  Company  of  any  court,  regulatory  body,
         administrative  agency,  governmental  body,  arbitrator or other authority having  jurisdiction  over the
         Company or any of its properties.



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(l)      The  consolidated  historical  financial  statements  and  schedules  of the Company and its  consolidated
         subsidiaries  incorporated by reference in the Prospectus and the  Registration  Statement (the "Financial
         Statements")  present fairly in all material respects the financial  condition,  results of operations and
         cash  flows of the  Company  as of the dates  and for the  periods  indicated,  comply as to form with the
         applicable  accounting  requirements  of the Act and have  been  prepared  in  conformity  with  generally
         accepted  accounting  principles  applied on a consistent basis throughout the periods involved (except as
         otherwise  noted therein).  The selected  financial data set forth under the caption  "Selected  Financial
         Data" in the Company's Form 10-K,  incorporated by reference in the Prospectus and Registration  Statement
         fairly present,  on the basis stated in the Form 10-K, the  information  included  therein.  The financial
         information  included or  incorporated  in the Prospectus  complies with the  requirements of Regulation G
         and Item 10(e) of Regulation S-K under the Act.

(m)      PricewaterhouseCoopers  LLP,  who have  certified  certain  financial  statements  of the  Company and its
         consolidated  subsidiaries and delivered their report with respect to the audited  consolidated  financial
         statements  and  schedules  for the  year  ended  December  31,  2004  incorporated  by  reference  in the
         Prospectus,  are independent  public accountants with respect to the Company within the meaning of the Act
         and the applicable published rules and regulations thereunder.

(n)      No action,  suit or proceeding  by or before any court or  governmental  agency,  authority or body or any
         arbitrator  involving the Company or any of its  subsidiaries  or its or their  property is pending or, to
         the best knowledge of the Company,  threatened  that  (i) could  reasonably be expected to have a material
         adverse  effect on the  performance  of this  Agreement  or the  consummation  of any of the  transactions
         contemplated  hereby or (ii) could  reasonably be expected to have a Material  Adverse  Effect,  except as
         set forth in or contemplated in the Prospectus (exclusive of any supplement thereto).

(o)      The Company and its subsidiaries  maintain a system of internal  accounting controls sufficient to provide
         reasonable  assurance  that  (i) transactions  are executed in  accordance  with  management's  general or
         specific  authorizations;  (ii) transactions  are recorded as necessary to permit preparation of financial
         statements  in  conformity  with  generally   accepted   accounting   principles  and  to  maintain  asset
         accountability;  (iii) access  to assets is permitted  only in  accordance  with  management's  general or
         specific  authorization;  and (iv) the  recorded  accountability  for assets is compared with the existing
         assets at reasonable intervals and appropriate action is taken with respect to any differences.

(p)      Neither the Company  nor,  with  respect to (ii) below,  SCE Funding is in violation or default of (i) any
         provision of its articles of incorporation or bylaws,  (ii) the terms of any indenture,  contract,  lease,
         mortgage,  deed of trust,  note  agreement,  loan  agreement or other  agreement,  obligation,  condition,
         covenant or instrument  to which it is a party or bound or to which its property is subject,  or (iii) any
         statute, law, rule, regulation,  judgment,  order or decree of any court, regulatory body,  administrative
         agency, governmental body, arbitrator or other authority having jurisdiction over the

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         Company or any of its properties,  as applicable  (except, in the case of clauses (ii) and (iii),
         for such violations or defaults as would not, in the aggregate, have a Material Adverse Effect).

(q)      The  Company  possesses  all  licenses,  certificates,  permits  and  other  authorizations  issued by the
         appropriate  national and local U.S. federal and state regulatory  authorities  necessary to conduct their
         respective  businesses,  and the  Company  has not  received  any notice of  proceedings  relating  to the
         revocation or  modification  of any such  certificate,  authorization  or permit  which,  singly or in the
         aggregate,  if the subject of an unfavorable  decision,  ruling or finding,  would have a Material Adverse
         Effect, except as set forth in or contemplated in the Prospectus (exclusive of any supplement thereto).

(r)      The Company is (i) in compliance  with any and all  applicable  national and local U.S.  federal and state
         laws and regulations  relating to the protection of human health and safety,  the environment or hazardous
         or toxic substances or wastes,  pollutants or contaminants  ("Environmental  Laws"), (ii) has received and
         are in  compliance  with all  permits,  licenses  or other  approvals  required  of them under  applicable
         Environmental  Laws to conduct  their  respective  businesses  and  (iii) has  not received  notice of any
         actual or  potential  liability  for the  investigation  or  remediation  of any  disposal  or  release of
         hazardous or toxic  substances or wastes,  pollutants or  contaminants,  except where such  non-compliance
         with Environmental  Laws, failure to receive required permits,  licenses or other approvals,  or liability
         would  not have a  Material  Adverse  Effect,  except as set forth in or  contemplated  in the  Prospectus
         (exclusive of any supplement  thereto).  Except as set forth in the  Prospectus,  the Company has not been
         named as a "potentially responsible party" under the Comprehensive  Environmental Response,  Compensation,
         and Liability Act of 1980, as amended.

(s)      In the ordinary  course of its  business,  the Company  periodically  reviews the effect of  Environmental
         Laws on the business,  operations and properties of the Company,  in the course of which it identifies and
         evaluates  associated  costs and  liabilities  (including,  without  limitation,  any capital or operating
         expenditures  required for clean-up,  closure of properties or compliance with Environmental  Laws, or any
         permit,  license  or  approval,  any  related  constraints  on  operating  activities  and  any  potential
         liabilities to third  parties).  On the basis of such review,  the Company has  reasonably  concluded that
         such associated  costs and  liabilities  would not,  singly or in the aggregate,  have a Material  Adverse
         Effect, except as set forth in the Prospectus (exclusive of any supplement thereto).

(t)      No holders of  securities  of the Company have rights to the  registration  of such  securities  under the
         Registration Statement.

(u)      The Company  owns or leases all such  properties  as are  necessary  to the conduct of its  operations  as
         presently conducted.

(v)      The Company has not taken,  directly or  indirectly,  any action  designed to or that would  constitute or
         that might reasonably be expected to cause or result in, under

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         the Exchange Act or  otherwise,  stabilization  or  manipulation  of the price of any security of
         the Company to facilitate the sale or resale of the Securities.

(w)      Except  as set  forth in the  Prospectus  (exclusive  of any  supplement  thereto),  the  minimum  funding
         standard under Section 302 of the Employee  Retirement  Income  Security Act of 1974, as amended,  and the
         regulations  and  published  interpretations  thereunder  ("ERISA"),  has been  satisfied by each "pension
         plan" (as  defined in Section  3(2) of ERISA)  which has been  established  or  maintained  by the Company
         and/or one or more of its  subsidiaries,  and the trust  forming  part of each such plan which is intended
         to be qualified  under Section 401 of the Code is so qualified;  each of the Company and its  subsidiaries
         has  fulfilled its  obligations,  if any,  under Section 515 of ERISA;  each pension plan and welfare plan
         established  or maintained by the Company and/or one or more of its  subsidiaries  is in compliance in all
         material  respects with the currently  applicable  provisions of ERISA; and neither the Company nor any of
         its  subsidiaries  has incurred or could  reasonably be expected to incur any withdrawal  liability  under
         Section 4201 of ERISA,  any liability  under Section 4062,  4063, or 4064 of ERISA, or any other liability
         under Title IV of ERISA.

(x)      Except as disclosed in the  Registration  Statement and the Prospectus,  the Company (i) does not have any
         material  lending  or other  relationship  with any bank or  lending  affiliate  of the  Underwriters  and
         (ii) does  not intend to use any of the proceeds  from the sale of the  Securities  hereunder to repay any
         outstanding debt owed to any affiliate of the Underwriters.

(y)      There  is and has been no  failure  on the  part of the  Company  and any of the  Company's  directors  or
         officers,  in their  capacities as such, to comply with Section 401 of the Sarbanes  Oxley Act of 2002 and
         the rules and  regulations  promulgated  in connection  therewith  (the  "Sarbanes  Oxley Act") related to
         loans.

                  Any  certificate  signed by any officer of the Company and  delivered to the  Representatives  or
counsel for the  Underwriters  in connection with the offering of the Securities  shall be deemed a  representation
and warranty by the Company, as to matters covered thereby, to each Underwriter.

2.       Purchase  and Sale.  Subject to the terms and  conditions  and in reliance  upon the  representations  and
warranties  herein  set  forth,  the  Company  agrees to sell to each  Underwriter,  and each  Underwriter  agrees,
severally  and not jointly,  to purchase  from the  Company,  (a) at a purchase  price of 99.952% of the  principal
amount thereof,  the principal  amount of the Securities set forth opposite such  Underwriter's  name in Schedule I
hereto;  and (b) the Underwriters  agree to reimburse the Company $340,000 of the Company's expenses related to the
offering.

3.       Delivery  and Payment.  Delivery of and payment for the  Securities  shall be made at  10:00 AM,  New York
City  time,  on June 27,  2005 or at such  time on such  later  date not more  than five  Business  Days  after the
foregoing date as the  Representatives  shall designate,  which date and time may be postponed by agreement between
the  Representatives  and the  Company or as  provided  in Section 9 hereof  (such  date and time of  delivery  and
payment for the

Page 7


Securities  being herein called the "Closing  Date").  Delivery of the  Securities  shall be made
to the  Representatives  for the respective  accounts of the several  Underwriters  against  payment by the several
Underwriters  through the  Representatives  of the  purchase  price  thereof to or upon the order of the Company by
wire transfer  payable in same-day funds to an account  specified by the Company.  Delivery of the Securities shall
be made  through the  facilities  of The  Depository  Trust  Company  unless the  Representatives  shall  otherwise
instruct.

4.       Offering  by  Underwriters.  It  is  understood  that  the  several  Underwriters  propose  to  offer  the
Securities for sale to the public as set forth in the Prospectus.

5.       Agreements.  The Company agrees with the several Underwriters that:

(a)      The  Company  will use its best  efforts to cause the  Registration  Statement,  if not  effective  at the
         Execution  Time,  and any  amendment  thereof,  to  become  effective.  Prior  to the  termination  of the
         offering of the  Securities,  the Company  will not file any  amendment of the  Registration  Statement or
         supplement to the Prospectus or any Rule 462(b)  Registration  Statement  unless the Company has furnished
         you a copy for your review prior to filing and will not file any such  proposed  amendment  or  supplement
         to which you reasonably  object.  Subject to the foregoing  sentence,  if the  Registration  Statement has
         become or becomes  effective  pursuant to Rule 430A,  or filing of the  Prospectus  is otherwise  required
         under Rule 424(b),  the Company will cause the Prospectus,  properly completed, and any supplement thereto
         to be filed in a form  approved by the  Representatives  with the  Commission  pursuant to the  applicable
         paragraph of Rule 424(b)  within the time period prescribed and will provide evidence  satisfactory to the
         Representatives  of such timely  filing.  The Company will promptly  advise the  Representatives  (1) when
         the  Registration  Statement,  if not  effective  at the  Execution  Time,  shall have  become  effective,
         (2) when  the  Prospectus,  and any  supplement  thereto,  shall  have been filed (if  required)  with the
         Commission  pursuant to Rule 424(b) or when any Rule 462(b)  Registration  Statement shall have been filed
         with the Commission,  (3) when,  prior to termination of the offering of the Securities,  any amendment to
         the  Registration  Statement  shall  have been  filed or  become  effective,  (4) of  any  request  by the
         Commission or its staff for any amendment of the Registration Statement,  or any Rule 462(b)  Registration
         Statement,  or for  any  supplement  to the  Prospectus  or for any  additional  information,  (5) of  the
         issuance by the Commission of any stop order suspending the  effectiveness  of the Registration  Statement
         or the  institution  or  threatening  of any  proceeding  for that  purpose  and (6) of the receipt by the
         Company of any  notification  with respect to the  suspension of the  qualification  of the Securities for
         sale in any  jurisdiction  or the  institution or  threatening  of any  proceeding  for such purpose.  The
         Company  will use its best  efforts to prevent the  issuance of any such stop order or the  suspension  of
         any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.

(b)      If, at any time when a prospectus  relating to the  Securities is required to be delivered  under the Act,
         any event  occurs as a result of which the  Prospectus  as then  supplemented  would  include  any  untrue
         statement of a material fact or omit to state any material fact necessary to make the  statements  therein
         in the light of the circumstances  under which they were made not misleading,  or if it shall be necessary
         to amend the

Page 8



         Registration  Statement or supplement  the  Prospectus to comply with the Act or the Exchange Act
         or the respective  rules  thereunder,  the Company  promptly will (1) notify the  Representatives  of such
         event;  (2) prepare and file with the Commission,  subject to the second sentence of paragraph (a) of this
         Section 5,  an  amendment  or  supplement  which will  correct  such  statement or omission or effect such
         compliance;  and (3) supply any  supplemented  Prospectus to you in such  quantities as you may reasonably
         request.

(c)      As soon as  practicable,  the Company will make  generally  available  to its security  holders and to the
         Representatives  an earnings  statement  or  statements  of the Company  and its  subsidiaries  which will
         satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.

(d)      The Company will furnish to the Representatives and counsel for the Underwriters,  without charge,  signed
         copies of the Registration  Statement  (including  exhibits  thereto) and to each other Underwriter a copy
         of the Registration  Statement  (without  exhibits thereto) and, so long as delivery of a prospectus by an
         Underwriter  or dealer may be required by the Act, as many copies of each  Preliminary  Prospectus and the
         Prospectus and any supplement  thereto as the  Representatives  may reasonably  request.  The Company will
         pay the expenses of printing or other production of all documents relating to the offering.

(e)      The Company will arrange,  if necessary,  for the  qualification of the Securities for sale under the laws
         of such jurisdictions as the  Representatives  may designate,  will maintain such qualifications in effect
         so long  as  required  for  the  distribution  of the  Securities  and  will  pay any fee of the  National
         Association of Securities Dealers,  Inc., in connection with its review of the offering;  provided that in
         no event shall the Company be  obligated  to qualify to do  business in any  jurisdiction  where it is not
         now so  qualified or to take any action that would  subject it to service of process in suits,  other than
         those  arising out of the offering or sale of the  Securities in any  jurisdiction  where it is not now so
         subject.

(f)      The Company will not, without the prior written consent of the  Representatives,  offer, sell, contract to
         sell,  pledge,  or  otherwise  dispose of, (or enter into any  transaction  which is designed to, or might
         reasonably  be  expected  to,  result in the  disposition  (whether  by actual  disposition  or  effective
         economic  disposition  due to cash settlement or otherwise) by the Company or any affiliate of the Company
         or any person in privity  with the  Company or any  affiliate  of the  Company)  directly  or  indirectly,
         including the filing (or  participation in the filing) of a registration  statement with the Commission in
         respect  of, or  establish  or  increase  a put  equivalent  position  or  liquidate  or  decrease  a call
         equivalent  position within the meaning of Section 16 of the Exchange Act, any debt  securities  issued or
         guaranteed  by the Company  (other than the  Securities)  or publicly  announce an intention to effect any
         such transaction for a period commencing on the date hereof and ending on the Closing Date.

(g)      The Company will not take,  directly or  indirectly,  any action  designed to or that would  constitute or
         that might reasonably be expected to cause or result in, under

Page 9



         the Exchange Act or  otherwise,  stabilization  or  manipulation  of the price of any security of
         the Company to facilitate the sale or resale of the Securities.

6.       Conditions to the Obligations of the  Underwriters.  The  obligations of the  Underwriters to purchase the
Securities  and to reimburse  the Company for expenses,  as described in Section 2 hereof,  shall be subject to the
accuracy of the  representations  and  warranties on the part of the Company  contained  herein as of the Execution
Time and the Closing Date, to the accuracy of the  statements of the Company made in any  certificates  pursuant to
the  provisions  hereof,  to the  performance  by the Company of its  obligations  hereunder  and to the  following
additional conditions:

(a)      If the  Registration  Statement  has  not  become  effective  prior  to the  Execution  Time,  unless  the
         Representatives  agree in writing to a later time, the  Registration  Statement will become  effective not
         later than (i) 6:00 PM New York City time, on the date of  determination  of the public offering price, if
         such  determination  occurred  at or prior to 3:00 PM New York City time on such date or  (ii) 9:30  AM on
         the  Business  Day  following  the  day on  which  the  public  offering  price  was  determined,  if such
         determination  occurred  after 3:00 PM New York City time on such date;  if filing of the  Prospectus,  or
         any supplement  thereto,  is required  pursuant to Rule 424(b),  the Prospectus,  and any such supplement,
         will be filed in the  manner  and  within  the time  period  required  by  Rule 424(b);  and no stop order
         suspending the  effectiveness of the Registration  Statement shall have been issued and no proceedings for
         that purpose shall have been instituted or threatened.

(b)      The Company shall have  requested  and caused  Barbara E. Mathews,  Vice  President and Associate  General
         Counsel of the Company, to have furnished to the  Representatives her opinion,  dated the Closing Date and
         addressed to the Representatives, to the effect that:

(i)      The Company is a corporation  duly  incorporated,  validly existing and in good standing under the laws of
         the State of California;

(ii)     The Company has the corporate  power and authority to own and operate its property,  to lease the property
         it  operates  as  lessee  and to  conduct  the  business  in which it is  currently  engaged,  as
         described in the Prospectus;

(iii)    The Company has all requisite  corporate power and authority,  has taken all requisite  corporate  action,
         and has received and is in compliance with all governmental,  judicial and other  authorizations,
         approvals  and orders  necessary  to enter into and perform the  Underwriting  Agreement  and the
         Supplemental Indenture and to offer, issue, sell and deliver the Securities;

(iv)     the Trust  Indenture  has been duly  authorized,  executed  and  delivered  by the Company and is a legal,
         valid, and binding instrument enforceable against the Company in accordance with its terms;


Page 10


(v)      the  Supplemental  Indenture  has been duly  authorized,  executed  and  delivered by the Company and is a
         legal,  valid,  and binding  instrument  enforceable  against the Company in accordance  with its
         terms;

(vi)     the  Securities  have been duly  authorized  by the  Company  and,  when  executed  and  authenticated  in
         accordance  with  the  provisions  of  the  Indenture  and  delivered  to  and  paid  for  by the
         Underwriters  pursuant to this Agreement,  will constitute legal,  valid, and binding obligations
         of the  Company  entitled  to the  benefits  of  the  Trust  Indenture,  as  supplemented  by the
         Supplemental Indenture;

(vii)    the Trust Indenture,  as supplemented by the Supplemental  Indenture,  creates a legally valid first lien,
         to the extent that it purports to be such, on the  properties  and assets of the Company  subject
         thereto,  securing,  among other things,  the  Securities,  subject to the  exceptions,  defects,
         qualifications  and other  matters set forth or referred to in the  Prospectus  and other matters
         that do not, in the opinion of such counsel, materially affect the security for the Securities;

(viii)   to the  knowledge of such  counsel,  there is no pending or  threatened  action,  suit or proceeding by or
         before any court or  governmental  agency,  authority  or body or any  arbitrator  involving  the
         Company or any of its  subsidiaries  or its or their property  which is not adequately  disclosed
         in the  Prospectus,  except  in each  case  for  such  proceedings  that,  if the  subject  of an
         unfavorable  decision,  ruling or  finding,  would not  singly or in the  aggregate,  result in a
         material  adverse  change  in  the  condition  (financial  or  otherwise),  prospects,  earnings,
         business,  properties  or  results  of  operations  of the  Company,  and there is no  franchise,
         contract  or  other  document  of a  character  required  to be  described  in  the  Registration
         Statement or Prospectus,  or to be filed as an exhibit  thereto,  which is not described or filed
         as required;  and the statements  included or incorporated  by reference in the Prospectus  under
         the headings "Legal Matters" and "Summary-- Southern  California  Edison Company" or incorporated
         by reference into the  Prospectus  from the sections  entitled  "Regulation"  and  "Environmental
         Matters"  in the  Company's  Annual  Report on Form 10-K for the fiscal year ended  December  31,
         2004, as supplemented by information  contained in the Company's  subsequent  Quarterly Report on
         Form  10-Q  and  Current  Reports  on Form  8-K,  which  are  incorporated  by  reference  in the
         Prospectus,  fairly  summarize the matters therein  described in all material  respects;  and the
         statements  set forth in the  Prospectus  Supplement  under  the  heading  "Certain  Terms of the
         Bonds" and in the base prospectus  under the heading  "Description of the First Mortgage  Bonds,"
         insofar as those statements purport to summarize certain  provisions of the Trust Indenture,  the
         Supplemental Indenture and the Securities, are accurate summaries in all material respects;

(ix)     the  Registration  Statement has become  effective  under the Act; any required  filing of the Prospectus,
         and any supplements  thereto,  pursuant to Rule 424(b) has been made in the manner and within the
         time period required by

Page 11

          Rule 424(b);   to  the  knowledge  of  such  counsel,   no  stop  order  suspending  the
          effectiveness  of the  Registration  Statement has been issued,  no proceedings  for that purpose
          have been  instituted or threatened  and the  Registration  Statement and the  Prospectus  (other
          than  the  financial  statements  and  other  financial  and  statistical  information  contained
          therein,  as to which such  counsel  need  express no opinion)  comply as to form in all material
          respects with the applicable  requirements  of the Act, the Exchange Act and the Trust  Indenture
          Act and the respective  rules  thereunder;  and such counsel has no reason to believe that on the
          Effective Date or the date the  Registration  Statement was last deemed amended the  Registration
          Statement  contained  any untrue  statement  of a material  fact or omitted to state any material
          fact required to be stated  therein or necessary to make the  statements  therein not  misleading
          or that the  Prospectus  as of its date and on the Closing  Date  included or includes any untrue
          statement of a material fact or omitted or omits to state a material  fact  necessary to make the
          statements  therein,  in the  light  of  the  circumstances  under  which  they  were  made,  not
          misleading  (in  each  case,  other  than  the  financial  statements  and  other  financial  and
          statistical information contained therein, as to which such counsel need express no opinion);

(x)      this Agreement has been duly authorized, executed and delivered by the Company;

(xi)     the  Company  is not  and,  after  giving  effect  to the  offering  and  sale of the  Securities  and the
         application of the proceeds  thereof as described in the  Prospectus,  will not be an "investment
         company" as defined in the Investment Company Act of 1940, as amended;

(xii)    no consent, approval,  authorization,  filing with or order of any court or governmental agency or body is
         required  in  connection  with the  transactions  contemplated  herein,  except such as have been
         obtained (i) under the Act, (ii) from the California  Public Utilities  Commission and (iii) such
         as may be required under the blue sky laws of any  jurisdiction  in connection  with the purchase
         and  distribution  of the  Securities  by the  Underwriters  in the manner  contemplated  in this
         Agreement  and in the  Prospectus  and such other  approvals  (specified in such opinion) as have
         been obtained;

(xiii)   neither  the  execution  and  delivery of the  Indenture,  the issue and sale of the  Securities,  nor the
         consummation  of any other of the  transactions  herein  contemplated  nor the fulfillment of the
         terms hereof will conflict  with,  result in a breach or violation of, or imposition of any lien,
         charge or encumbrance  upon any property or assets of the Company  pursuant to,  (i) the  charter
         or by-laws of the Company,  (ii) the terms of any indenture  (other than,  solely with respect to
         the  disposition  of liens,  charges and  encumbrances  upon property or assets of the Company or
         SCE  Funding  LLC,  the lien  created by the  Indenture  in favor of the  Securities),  contract,
         lease, mortgage,  deed of trust, note agreement,  loan agreement or other agreement,  obligation,
         condition,  covenant  or  instrument  to which the Company or SCE Funding LLC is a party or bound
         or to

Page 12


         which its or their property is subject,  or (iii) any  statute,  law, rule,  regulation,
         judgment,   order  or  decree   applicable  to  the  Company  of  any  court,   regulatory  body,
         administrative  agency,  governmental  body,  arbitrator or other authority  having  jurisdiction
         over the Company or any of its properties; and

(xiv)    no holders of  securities  of the Company have rights to the  registration  of such  securities  under the
                  Registration Statement.

         In rendering such opinion,  such counsel may rely (A) as to matters  involving the  application of laws of
         any  jurisdiction  other than the State of  California  or the Federal laws of the United  States,  to the
         extent he deems proper and specified in such  opinion,  upon the opinion of other counsel of good standing
         whom he believes to be reliable and who are  satisfactory  to counsel for the  Underwriters  and (B) as to
         matters of fact, to the extent he deems proper,  on  certificates  of responsible  officers of the Company
         and  public   officials.   Such  counsel  may  render  such  opinion   subject  to  such   exceptions  and
         qualifications  as are reasonable or customary under the  circumstances  and acceptable to counsel for the
         Underwriters.  References  to the  Prospectus  in this  paragraph (b)  shall also include any  supplements
         thereto at the Closing Date.

(c)      The  Representatives  shall have  received  from Cleary  Gottlieb  Steen & Hamilton  LLP,  counsel for the
         Underwriters,  such opinion or opinions,  dated the Closing Date and addressed to the  Representatives  as
         the  Representatives  may  reasonably  require,  and the Company shall have furnished to such counsel such
         documents as they request for the purpose of enabling them to pass upon such matters.

(d)      The Company  shall have  furnished to the  Representatives  a  certificate  of the Company,  signed by the
         chief  financial  officer and the  controller  of the Company,  dated the Closing Date, to the effect that
         the signers of such certificate have carefully examined the Registration  Statement,  the Prospectus,  any
         supplements to the Prospectus and this Agreement and that:

(i)      the  representations  and  warranties  of the Company in this  Agreement are true and correct on and as of
         the  Closing  Date  with the same  effect  as if made on the  Closing  Date and the  Company  has
         complied with all the  agreements  and  satisfied all the  conditions on its part to be performed
         or satisfied at or prior to the Closing Date;

(ii)     no stop  order  suspending  the  effectiveness  of the  Registration  Statement  has  been  issued  and no
         proceedings  for that purpose have been  instituted or, to the Company's  knowledge,  threatened;
         and

(iii)    since the date of the most recent  financial  statements  included or  incorporated  by  reference  in the
         Prospectus  (exclusive of any supplement  thereto),  there has been no material adverse effect on
         the  condition  (financial  or  otherwise),  prospects,  earnings,  business or properties of the
         Company and its subsidiaries,  taken as a whole,  whether or not arising from transactions in the
         ordinary course

Page 13


         of business,  except as set forth in or  contemplated  in the  Prospectus  (exclusive of
         any supplement thereto).

(e)      The  Company  shall  have  requested  and  caused  PricewaterhouseCoopers  LLP to  have  furnished  to the
         Representatives,  at the Execution Time and at the Closing Date,  letters,  dated  respectively  as of the
         Execution  Time and as of the Closing  Date, in form and substance  satisfactory  to the  Representatives,
         confirming  that they are independent  accountants  within the meaning of the Act and the Exchange Act and
         the respective  applicable rules and regulations  adopted by the Commission  thereunder and that they have
         performed a review of the  unaudited  interim  financial  information  of the Company for the  three-month
         period ended March 31, 2005, and as at March 31, 2005 in accordance  with Statement on Auditing  Standards
         No. 100, stating in effect that:

(i)      in their  opinion  the  audited  financial  statements  and  financial  statement  schedules  included  or
         incorporated  by reference in the  Registration  Statement and the  Prospectus and reported on by
         them comply as to form in all material  respects with the applicable  accounting  requirements of
         the Act and the Exchange Act and the related rules and regulations adopted by the Commission;

(ii)     on the basis of a reading of the latest unaudited  financial  statements made available by the Company and
         its  subsidiaries;   their  limited  review,  in  accordance  with  standards  established  under
         Statement on Auditing  Standards No. 100, of the unaudited interim financial  information for the
         three month period ended March 31, 2005, and as at March 31, 2005,  incorporated  by reference in
         the Registration  Statement and the Prospectus;  carrying out certain  specified  procedures (but
         not an examination in accordance  with generally  accepted  auditing  standards)  which would not
         necessarily  reveal  matters  of  significance  with  respect to the  comments  set forth in such
         letter;  a  reading  of the  minutes  of the  meetings  of the  stockholders,  directors  and the
         executive,  finance,  compensation and audit committees of the Company,  and inquiries of certain
         officials of the Company who have  responsibility  for  financial and  accounting  matters of the
         Company and its  subsidiaries  as to  transactions  and events  subsequent  to December 31, 2004,
         nothing came to their attention which caused them to believe that:

    (1)  any unaudited financial statements included or incorporated by reference in the Registration  Statement
         and the  Prospectus do not comply as to form in all material  respects  with  applicable
         accounting  requirements of the Act and with the related rules and  regulations  adopted
         by the  Commission  with respect to financial  statements  included or  incorporated  by
         reference in quarterly  reports on Form 10-Q under the Exchange Act; and said  unaudited
         financial   statements  are  not  in  conformity  with  generally  accepted   accounting
         principles  applied  on a  basis  substantially  consistent  with  that  of the  audited
         financial   statements  included  or  incorporated  by  reference  in  the  Registration
         Statement and the Prospectus; or



Page 14


    (2)  with respect to the period subsequent to March 31, 2005, there were any changes, at a specified date not
         more  than five  days  prior to the date of the  letter,  in the  long-term  debt of the
         Company  and its  subsidiaries  or  common  stock of the  Company  or  decreases  in the
         consolidated  net  current  assets  (working  capital)  or  shareholders  equity  of the
         Company as compared with the amounts shown on the March 31, 2005,  consolidated  balance
         sheet  included or  incorporated  by reference  in the  Registration  Statement  and the
         Prospectus,  or for the  period  from  April 1,  2005 to the most  recent  month end for
         which the financial  statements  are  available  there were any  decreases,  as compared
         with the  corresponding  period in the preceding year and quarter in total  consolidated
         operating  revenue,  operating  income,  net income before taxes or net income available
         for common  stock of the  Company  and its  subsidiaries,  except in all  instances  for
         changes  or  decreases  set forth in such  letter,  in which  case the  letter  shall be
         accompanied  by an  explanation  by the Company as to the  significance  thereof  unless
         said explanation is not deemed necessary by the Representatives; and

(iii)    they have performed  certain other specified  procedures as a result of which they determined that certain
         information  of an accounting,  financial or statistical  nature (which is limited to accounting,
         financial or statistical  information  derived from the general accounting records of the Company
         and its subsidiaries)  set forth in the Registration  Statement and the Prospectus and in Exhibit
         12 to the  Registration  Statement,  including  the  information  set  forth  under  the  caption
         "Selected  Financial  Information"  incorporated by reference in the Prospectus,  the information
         included or incorporated  by reference in Items 1, 2, 6, 7 and 11 of the Company's  Annual Report
         on Form 10-K,  incorporated by reference in the  Registration  Statement and the Prospectus,  and
         the  information  included in the  "Management's  Discussion and Analysis of Financial  Condition
         and Results of  Operations"  included or  incorporated  by reference in the  Company's  Quarterly
         Report  on  Form 10-Q,   incorporated  by  reference  in  the  Registration   Statement  and  the
         Prospectus,  agrees with the accounting  records of the Company and its  subsidiaries,  excluding
         any questions of legal interpretation.

                  References to the  Prospectus in this  paragraph (e) include any  supplement  thereto at the date
         of the letter.

(f)      Subsequent  to the  Execution  Time or,  if  earlier,  the dates as of which  information  is given in the
         Registration  Statement  (exclusive  of any  amendment  thereof)  and  the  Prospectus  (exclusive  of any
         supplement  thereto),  there  shall not have been (i) any change or  decrease  specified  in the letter or
         letters  referred to in paragraph (e) of this Section 6 or (ii) any change,  or any development  involving
         a prospective  change,  in or affecting the condition  (financial  or  otherwise),  earnings,  business or
         properties  of  the  Company  and  its  subsidiaries,  taken  as a  whole,  whether  or not  arising  from
         transactions  in  the  ordinary  course  of  business,  except  as set  forth  in or  contemplated  in the
         Prospectus  (exclusive of any supplement  thereto) the effect of which,  in any case referred to in clause
         (i) or (ii) above, is, in the sole judgment of the Representatives, so material

Page 15

         and adverse as to make it  impractical  or  inadvisable  to proceed with the offering or delivery
         of the Securities as contemplated by the Registration  Statement  (exclusive of any amendment thereof) and
         the Prospectus (exclusive of any supplement thereto).

(g)      Subsequent  to the  Execution  Time,  there  shall not have been any  decrease in the rating of any of the
         Company's debt securities by any "nationally  recognized  statistical rating organization" (as defined for
         purposes of  Rule 436(g)  under the Act) or any notice given of any intended or potential  decrease in any
         such  rating or of a possible  change in any such  rating  that does not  indicate  the  direction  of the
         possible change.

(h)      Prior to the Closing Date, the Company shall have furnished to the Representatives such further
         information, certificates and documents as the Representatives may reasonably request.

                  If any of the  conditions  specified in this Section 6 shall not have been  fulfilled when and as
provided in this  Agreement,  or if any of the  opinions  and  certificates  mentioned  above or  elsewhere in this
Agreement  shall not be reasonably  satisfactory in form and substance to the  Representatives  and counsel for the
Underwriters,  this Agreement and all obligations of the Underwriters  hereunder may be canceled at, or at any time
prior to, the Closing Date by the  Representatives.  Notice of such  cancellation  shall be given to the Company in
writing or by telephone or facsimile confirmed in writing.

                  The  documents  required to be  delivered by this  Section 6  shall be delivered at the office of
Cleary  Gottlieb Steen & Hamilton LLP,  counsel for the  Underwriters,  at One Liberty Plaza,  New York, NY, on the
Closing Date.

7.       Reimbursement  of  Underwriters'  Expenses.  If the sale of the  Securities  provided  for  herein  is not
consummated  because any  condition to the  obligations  of the  Underwriters  set forth in Section 6 hereof is not
satisfied,  because of any  termination  pursuant to  Section 10  hereof or because of any  refusal,  inability  or
failure on the part of the Company to perform any agreement  herein or comply with any provision  hereof other than
by reason of a default by any of the  Underwriters,  the Company will reimburse the Underwriters  severally through
Citigroup  Global  Markets  Inc.  on  demand  for  all  out-of-pocket   expenses  (including  reasonable  fees  and
disbursements  of counsel) that shall have been incurred by them in connection with the proposed  purchase and sale
of the Securities.

8.       Indemnification   and  Contribution.   (a)  The  Company  agrees  to  indemnify  and  hold  harmless  each
Underwriter,  the directors,  officers,  employees and agents of each  Underwriter and each person who controls any
Underwriter  within the meaning of either the Act or the Exchange Act against any and all losses,  claims,  damages
or liabilities,  joint or several,  to which they or any of them may become subject under the Act, the Exchange Act
or other  Federal or state  statutory  law or  regulation,  at common  law or  otherwise,  insofar as such  losses,
claims,  damages  or  liabilities  (or  actions  in  respect  thereof)  arise out of, or are based  upon any untrue
statement  or  alleged  untrue  statement  of a material  fact  contained  in the  registration  statement  for the
registration of the Securities as originally filed or in any amendment  thereof,  or in any Preliminary  Prospectus
or the  Prospectus,  or in any  amendment  thereof  or  supplement  thereto,  or arise out of or are based upon the
omission or alleged omission to state therein a material fact

Page 16

required to be stated therein or necessary to make the  statements  therein not  misleading,  and
agrees to reimburse each such indemnified party, as incurred,  for any legal or other expenses  reasonably incurred
by them in  connection  with  investigating  or  defending  any such  loss,  claim,  damage,  liability  or action;
provided,  however,  that the Company will not be liable in any such case to the extent that any such loss,  claim,
damage or  liability  arises out of or is based upon any such  untrue  statement  or alleged  untrue  statement  or
omission or alleged  omission made therein in reliance upon and in conformity  with written  information  furnished
to the  Company  by or on  behalf  of any  Underwriter  through  the  Representatives  specifically  for  inclusion
therein.  This indemnity agreement will be in addition to any liability which the Company may otherwise have.

(b)      Each  Underwriter  severally and not jointly  agrees to indemnify  and hold harmless the Company,  each of
its  directors,  each of its  officers  who signs the  Registration  Statement,  and each person who  controls  the
Company  within the meaning of either the Act or the Exchange  Act, to the same extent as the  foregoing  indemnity
from the Company to each Underwriter,  but only with reference to written information  relating to such Underwriter
furnished  to the  Company  by or on  behalf of such  Underwriter  through  the  Representatives  specifically  for
inclusion in the documents  referred to in the foregoing  indemnity.  This indemnity  agreement will be in addition
to any liability  which any  Underwriter  may otherwise  have.  The Company  acknowledges  that the  statements set
forth in the last  paragraph  of the cover  page  regarding  delivery  of the  Securities  and,  under the  heading
"Underwriting,"  (i) the list of Underwriters  and their  respective  participation  in the sale of the Securities,
(ii) the  sentences  related to concessions and  reallowances  and (iii) the  paragraph  related to  stabilization,
syndicate covering  transactions and penalty bids in any Preliminary  Prospectus and the Prospectus  constitute the
only  information  furnished  in  writing  by or on  behalf  of  the  several  Underwriters  for  inclusion  in any
Preliminary Prospectus or the Prospectus.

(c)      Promptly after receipt by an indemnified  party under this Section 8 of notice of the  commencement of any
action,  such indemnified  party will, if a claim in respect thereof is to be made against the  indemnifying  party
under this Section 8, notify the indemnifying party in writing of the commencement  thereof;  but the failure so to
notify the  indemnifying  party (i) will not relieve it from liability under  paragraph (a) or (b) above unless and
to the  extent it did not  otherwise  learn of such  action  and such  failure  results  in the  forfeiture  by the
indemnifying  party of substantial  rights and defenses and (ii) will not, in any event,  relieve the  indemnifying
party  from any  obligations  to any  indemnified  party  other than the  indemnification  obligation  provided  in
paragraph (a)  or (b) above.  The  indemnifying  party  shall be entitled  to appoint  counsel of the  indemnifying
party's  choice at the  indemnifying  party's  expense to represent the  indemnified  party in any action for which
indemnification  is sought (in which case the  indemnifying  party shall not thereafter be responsible for the fees
and expenses of any separate  counsel  retained by the  indemnified  party or parties  except as set forth  below);
provided,  however,  that  such  counsel  shall be  satisfactory  to the  indemnified  party.  Notwithstanding  the
indemnifying  party's election to appoint counsel to represent the indemnified party in an action,  the indemnified
party shall have the right to employ separate counsel  (including local counsel),  and the indemnifying party shall
bear the  reasonable  fees,  costs and expenses of such  separate  counsel if (i) the use of counsel  chosen by the
indemnifying  party to  represent  the  indemnified  party would  present such counsel with a conflict of interest,
(ii) the actual or potential  defendants in, or targets of, any such action include both the indemnified  party and
the indemnifying party and the indemnified party shall have reasonably

Page 17


concluded  that there may be legal  defenses  available  to it and/or other  indemnified  parties
which are different from or additional to those available to the indemnifying party,  (iii) the  indemnifying party
shall not have employed counsel  satisfactory to the indemnified  party to represent the indemnified party within a
reasonable time after notice of the institution of such action or (iv) the  indemnifying  party shall authorize the
indemnified  party to employ separate  counsel at the expense of the  indemnifying  party.  An  indemnifying  party
will not,  without the prior written  consent of the  indemnified  parties,  settle or compromise or consent to the
entry of any judgment with respect to any pending or  threatened  claim,  action,  suit or proceeding in respect of
which  indemnification or contribution may be sought hereunder  (whether or not the indemnified  parties are actual
or  potential  parties to such  claim or  action)  unless  such  settlement,  compromise  or  consent  includes  an
unconditional  release of each  indemnified  party from all liability  arising out of such claim,  action,  suit or
proceeding.

(d)      In the event that the indemnity  provided in  paragraph (a)  or (b) of this Section 8 is unavailable to or
insufficient  to hold harmless an  indemnified  party for any reason,  the Company and the  Underwriters  severally
agree to contribute to the aggregate  losses,  claims,  damages and liabilities  (including legal or other expenses
reasonably  incurred in connection  with  investigating  or defending  same)  (collectively  "Losses") to which the
Company and one or more of the  Underwriters  may be subject in such  proportion as is  appropriate  to reflect the
relative  benefits  received by the Company on the one hand and by the  Underwriters on the other from the offering
of the  Securities;  provided,  however,  that in no case shall any  Underwriter  (except as may be provided in any
                     --------   -------
agreement  among  underwriters  relating to the offering of the Securities) be responsible for any amount in excess
of the underwriting  discount or commission  applicable to the Securities purchased by such Underwriter  hereunder.
If the allocation  provided by the immediately  preceding  sentence is unavailable for any reason,  the Company and
the  Underwriters  severally  shall  contribute  in such  proportion  as is  appropriate  to reflect  not only such
relative  benefits but also the relative fault of the Company on the one hand and of the  Underwriters on the other
in  connection  with the  statements  or  omissions  which  resulted in such  Losses as well as any other  relevant
equitable  considerations.  Benefits  received by the Company shall be deemed to be equal to the total net proceeds
from the offering (before deducting  expenses)  received by it, and benefits received by the Underwriters  shall be
deemed to be equal to the total  underwriting  discounts  and  commissions,  in each case as set forth on the cover
page of the  Prospectus.  Relative  fault shall be  determined  by reference  to, among other  things,  whether any
untrue or any alleged untrue  statement of a material fact or the omission or alleged  omission to state a material
fact relates to information  provided by the Company on the one hand or the  Underwriters on the other,  the intent
of the parties and their  relative  knowledge,  access to  information  and  opportunity to correct or prevent such
untrue  statement or omission.  The Company and the  Underwriters  agree that it would not be just and equitable if
contribution  were determined by pro rata allocation or any other method of allocation  which does not take account
of the  equitable  considerations  referred to above.  Notwithstanding  the  provisions of this  paragraph (d),  no
person  guilty of fraudulent  misrepresentation  (within the meaning of Section 11(f) of the Act) shall be entitled
to  contribution  from any person who was not guilty of such  fraudulent  misrepresentation.  For  purposes of this
Section 8, each person who  controls an  Underwriter  within the meaning of either the Act or the  Exchange Act and
each director,  officer,  employee and agent of an Underwriter  shall have the same rights to  contribution as such
Underwriter,  and each person who  controls the Company  within the meaning of either the Act or the Exchange  Act,
each officer of the Company who shall have signed the Registration

Page 18



Statement  and each  director of the Company  shall have the same rights to  contribution  as the
Company, subject in each case to the applicable terms and conditions of this paragraph (d).

9.       Default by an  Underwriter.  If any one or more  Underwriters  shall fail to  purchase  and pay for any of
the Securities  agreed to be purchased by such  Underwriter or Underwriters  hereunder and such failure to purchase
shall  constitute a default in the  performance of its or their  obligations  under this  Agreement,  the remaining
Underwriters  shall  be  obligated  severally  to take up and pay for  (in the  respective  proportions  which  the
principal  amount of  Securities  set forth  opposite  their  names in  Schedule  I hereto  bears to the  aggregate
principal  amount of Securities  set forth  opposite the names of all the remaining  Underwriters)  the  Securities
which the defaulting  Underwriter or Underwriters  agreed but failed to purchase;  provided,  however,  that in the
                                                                                   --------   -------
event that the aggregate  principal  amount of Securities which the defaulting  Underwriter or Underwriters  agreed
but failed to purchase  shall exceed 10% of the aggregate  principal  amount of Securities  set forth in Schedule I
hereto,  the remaining  Underwriters shall have the right to purchase all, but shall not be under any obligation to
purchase any, of the Securities,  and if such nondefaulting  Underwriters do not purchase all the Securities,  this
Agreement will  terminate  without  liability to any  nondefaulting  Underwriter or the Company.  In the event of a
default by any  Underwriter  as set forth in this Section 9, the Closing  Date shall be postponed  for such period,
not exceeding  five Business Days, as the  Representatives  shall  determine in order that the required  changes in
the Registration  Statement and the Prospectus or in any other documents or arrangements  may be effected.  Nothing
contained in this Agreement shall relieve any defaulting  Underwriter of its liability,  if any, to the Company and
any nondefaulting Underwriter for damages occasioned by its default hereunder.

10.      Termination.  This  Agreement  shall  be  subject  to  termination  in  the  absolute  discretion  of  the
Representatives,  by notice  given to the Company  prior to delivery of and payment for the  Securities,  if at any
time prior to such time (i) trading in the Company's  Common Stock shall have been  suspended by the  Commission or
the New York  Stock  Exchange or trading in  securities  generally on the New York Stock  Exchange  shall have been
suspended or limited or minimum  prices shall have been  established on such  Exchange,  (ii) a banking  moratorium
shall have been declared  either by Federal or New York State  authorities or  (iii) there  shall have occurred any
outbreak or escalation of  hostilities,  declaration by the United States of a national  emergency or war, or other
calamity  or crisis the effect of which on  financial  markets is such as to make it, in the sole  judgment  of the
Representatives,  impractical  or  inadvisable  to proceed  with the  offering  or delivery  of the  Securities  as
contemplated by the Prospectus (exclusive of any supplement thereto).

11.      Representations  and  Indemnities to Survive.  The  respective  agreements,  representations,  warranties,
indemnities  and other  statements  of the Company or its  officers  and of the  Underwriters  set forth in or made
pursuant to this  Agreement  will remain in full force and effect,  regardless of any  investigation  made by or on
behalf of any  Underwriter  or the Company or any of the  officers,  directors,  employees,  agents or  controlling
persons  referred  to in Section 8 hereof,  and will  survive  delivery  of and  payment  for the  Securities.  The
provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

12.      Notices.  All communications  hereunder will be in writing and effective only on receipt,  and, if sent to
the Representatives, will be mailed, delivered or sent by facsimile

Page 19


transmission to the Citigroup  Global Markets Inc.  General Counsel (fax no.: (212) 816-7912) and
confirmed to the General  Counsel,  Citigroup  Global  Markets Inc., at 388 Greenwich  Street,  New York, NY 10013,
Attention:  General Counsel;  and J.P. Morgan  Securities Inc. at 270 Park Avenue,  New York, NY 10017,  Attention:
High Grade  Syndicate  Desk - 8th floor.  (fax no: (212)  834-6081);  or, if sent to the  Company,  will be mailed,
delivered or sent by facsimile  transmission to Southern  California  Edison  Company,  Assistant  Treasurer,  2244
Walnut Grove Avenue,  Rosemead,  CA 91770 (fax no. (626)  302-1472),  and confirmed to the attention of the General
Counsel at the same address, c/o Michael A. Henry (fax no. (626) 302-2610).

13.      Successors.  This  Agreement  will  inure to the  benefit of and be binding  upon the  parties  hereto and
their respective successors and the officers,  directors,  employees, agents and controlling persons referred to in
Section 8 hereof, and no other person will have any right or obligation hereunder.

14.      Applicable  Law.  This  Agreement  will be governed by and  construed in  accordance  with the laws of the
State of New York applicable to contracts made and to be performed within the State of New York.

15.      Counterparts.  This Agreement may be signed in one or more  counterparts,  each of which shall  constitute
an original and all of which together shall constitute one and the same agreement.

16.      Headings.  The  section  headings  used  herein  are  for  convenience  only  and  shall  not  affect  the
construction hereof.

17.      Definitions.  The terms which follow, when used in this Agreement, shall have the meanings indicated.

                  "Act" shall mean the  Securities  Act of 1933, as amended,  and the rules and  regulations of the
         Commission promulgated thereunder.

                  "Business  Day" shall mean any  day other  than a Saturday,  a Sunday or a legal holiday or a day
         on which banking  institutions  or trust companies are authorized or obligated by law to close in New York
         City.

                  "Commission" shall mean the Securities and Exchange Commission.

                  "Effective  Date"  shall  mean  each  date  and  time  that  the  Registration   Statement,   any
         post-effective  amendment or  amendments  thereto and any  Rule 462(b)  Registration  Statement  became or
         become effective.

                  "Exchange  Act" shall mean the  Securities  Exchange Act of 1934,  as amended,  and the rules and
         regulations of the Commission promulgated thereunder.

                  "Execution  Time" shall mean the date and time that this  Agreement is executed and  delivered by
         the parties hereto.



Page 20


                  "Material  Adverse  Effect"  shall  mean,  with  respect  to the  Company,  any  effect  that  is
         materially  adverse  to  the  condition  (financial  or  otherwise),   prospects,  earnings,  business  or
         properties  of  the  Company  and  its  subsidiaries,  taken  as a  whole,  whether  or not  arising  from
         transactions in the ordinary course of business.

                  "Preliminary  Prospectus"  shall mean any preliminary  prospectus  referred to in  paragraph 1(a)
         above and any preliminary  prospectus  included in the  Registration  Statement at the Effective Date that
         omits Rule 430A Information.

                  "Prospectus"  shall mean the prospectus  relating to the Securities  that is first filed pursuant
         to Rule 424(b)  after the Execution Time or, if no filing pursuant to Rule 424(b) is required,  shall mean
         the form of final  prospectus  relating to the Securities  included in the  Registration  Statement at the
         Effective Date.

                  "Registration  Statement" shall mean the  registration  statement  referred to in  paragraph 1(a)
         above,  including  exhibits  and  financial  statements,  as amended  at the  Execution  Time (or,  if not
         effective at the  Execution  Time, in the form in which it shall become  effective)  and, in the event any
         post-effective  amendment  thereto or any Rule 462(b)  Registration  Statement  becomes effective prior to
         the  Closing  Date,  shall  also  mean such  registration  statement  as so  amended  or such  Rule 462(b)
         Registration  Statement,  as the case may be. Such term shall include any Rule 430A  Information deemed to
         be included therein at the Effective Date as provided by Rule 430A.

                  "Rule 424", "Rule 430A" and "Rule 462" refer to such rules under the Act.

                  "Rule 430A  Information"  shall mean  information with respect to the Securities and the offering
         thereof  permitted to be omitted from the  Registration  Statement when it becomes  effective  pursuant to
         Rule 430A.

                  "Rule 462(b)  Registration  Statement"  shall mean a  registration  statement and any  amendments
         thereto filed  pursuant to  Rule 462(b)  relating to the offering  covered by the  registration  statement
         referred to in Section 1(a) hereof.

                  "Trust  Indenture Act" shall mean the Trust Indenture Act of 1939, as amended,  and the rules and
         regulations of the Commission promulgated thereunder.



Page 21




                  If the foregoing is in  accordance  with your  understanding  of our  agreement,  please sign and
return to us the enclosed  duplicate  hereof,  whereupon this letter and your acceptance  shall represent a binding
agreement among the Company and the several Underwriters.

                                                     Very truly yours,


                                                     SOUTHERN CALIFORNIA EDISON COMPANY


                                                     By:  /s/ Mary C. Simpson
                                                            ----------------------------
                                                            Name:  Mary C. Simpson
                                                            Title:  Assistant Treasurer


The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.


CITIGROUP GLOBAL MARKETS INC.


By:  /s/ David Blackford
     --------------------------------------
     Name:  David Blackford
     Title:    Vice President


J.P. MORGAN SECURITIES INC.


By:  /s/ Robert Bottamedi
     --------------------------------------
     Name: Robert Bottamedi
     Title:   Vice President

For themselves and the other
several Underwriters named in
Schedule I to the foregoing
Agreement.





                                                    SCHEDULE I
                                                    ----------



                                                                  Principal Amount of 2005E Bonds to
Underwriter                                                                 be Purchased
- -----------                                                       ----------------------------------


Citigroup Global Markets Inc...................................         $122,500,000

J.P. Morgan Securities Inc.....................................          122,500,000

Credit Suisse First Boston LLC.................................           26,250,000

Greenwich Capital Markets, Inc. ...............................           26,250,000

UBS Securities LLC.............................................           26,250,000

Wells Fargo Securities, LLC....................................           26,250,000
                                                                        ------------
                        Total..................................         $350,000,000
                                                                        ============

EX-4.1

                                                               ONE HUNDRED NINTH
                                                            SUPPLEMENTAL INDENTURE




                                                              __________________



                                                  Southern California Edison Company

                                                                  to

                                               The Bank of New York Trust Company, N.A.

                                                                  and

                                                            D. G. Donovan,

                                                               Trustees




                                                              __________________



                                                         DATED AS OF JUNE 20, 2005





Page 2


                  This One Hundred Ninth Supplemental Indenture, dated as of the 20th day of June, 2005, is entered into by and
between Southern California Edison Company (between 1930 and 1947 named "Southern California Edison Company Ltd."), a corporation
duly organized and existing under and by virtue of the laws of the State of California and having its principal office and mailing
address at 2244 Walnut Grove Avenue, in the City of Rosemead, County of Los Angeles, State of California 91770, and qualified to do
business in the States of Arizona, New Mexico, and Nevada (hereinafter sometimes termed the "Company"), and The Bank of New York
Trust Company, N.A., a national banking association having its mailing address at 2 North LaSalle Street, in the City of Chicago,
State of Illinois 60602 (successor Trustee to The Bank of New York, which was successor Trustee to Harris Trust and Savings Bank),
and D. G. Donovan of 2 North LaSalle Street, in the City of Chicago, State of Illinois 60602 (successor Trustee to R. G. Mason, who
was successor Trustee to Wells Fargo Bank, National Association, which was successor Trustee to Security Pacific National Bank,
formerly named Security First National Bank and Security-First National Bank of Los Angeles, successor, by consolidation and merger,
to Pacific-Southwest Trust & Savings Bank), as Trustees (hereinafter sometimes termed the "Trustees");

                  WITNESSETH:

                  WHEREAS, the Company heretofore executed and delivered to said Harris Trust and Savings Bank and said
Pacific-Southwest Trust & Savings Bank, Trustees, a certain Indenture of Mortgage or Deed of Trust dated as of October 1, 1923, which
said Indenture was duly filed for record and recorded in the offices of the respective recorders of the following counties:  in the
State of California-Fresno County, Volume 397 of Official Records, page 1; Imperial County, Book 1174 of Official Records, page 966;
Inyo County, Volume 154 of Official Records, page 417; Kern County, Book 379 of Trust Deeds, page 196; Kings County, Volume 84 of
Deeds, page 1; Los Angeles County, Book 2963 of Official Records, page 1; Madera County, Volume 9 of Official Records, page 63;
Merced County, Volume 363 of Official Records, page 1; Modoc County, Volume 230 of Official Records, page 119 et seq.; Mono County,
Volume 64 of Official Records, page 29; Orange County, Book 496 of Deeds, page 1; Riverside County, Book 594 of Deeds, page 252; San
Bernardino County, Book 825 of Deeds, page 1; San Diego County, Series 5 Book 1964, page 84061; Santa Barbara County, Book 229 of
Deeds, page 30; Stanislaus County, Volume 465 of Official Records, page 370; Tulare County, Volume 50 of Official Records, page 1;
Tuolumne County, Volume 274 of Official Records, page 568; and Ventura County, Volume 33 of Official Records, page 1; in the State of
Nevada-Clark County, Book 8 of Mortgages; Churchill County, Book 40 of Official Records, page 235; Lyon County, Book 39 of Mortgages,
page 1; Mineral County, Book 13 of Official Records, page 794; Pershing County, Book 15 of Official Records, page 612; and Washoe
County, Book 83 of Mortgages, page 301; in the State of Arizona-La Paz County, Instrument No. 83-000212 of Official Records; Mohave
County, Book 11 of Realty Mortgages; Maricopa County, Docket 4349 of Official Records, page 197; and Yuma County, Docket 369, page
310; and in the offices of the county clerks of the following counties in the State of New Mexico-McKinley County, Book Mtg. 50,
page 187 and filed as Document No. 10536 in the Chattel Records; and San Juan County, Book Mtg. 630, page 13 and filed as Document No.
17838 in the Chattel Records (hereinafter referred to as the "Original Indenture"), to secure the payment of the principal of and
interest on all bonds of the Company at any time outstanding thereunder, and (as to certain such filings or recordings) the principal
of and interest on all Debentures of 1919 (referred to in the Original Indenture and now retired) outstanding; and

                  WHEREAS, the Company has heretofore executed and delivered to the Trustees one hundred eight certain supplemental
indentures, dated, respectively, as of March 1, 1927, April 25, 1935, June 24, 1935, September 1, 1935, August 15, 1939, September 1,
1940, January 15, 1948, August 15, 1948, February 15, 1951, August 15, 1951, August 15, 1953, August 15, 1954, April 15, 1956,
February 15, 1957, July 1, 1957, August 15, 1957, August 15, 1958, January 15, 1960, August 15, 1960, April 1, 1961, May 1, 1962,
October 15, 1962, May 15, 1963, February 15, 1964, February 1, 1965, May 1, 1966, August 15, 1966, May 1, 1967, February 1, 1968,
January 15, 1969, October 1, 1969, December 1, 1970, September 15, 1971, August 15, 1972, February 1, 1974, July 1, 1974, November 1,
1974, March 1, 1975, March 15, 1976, July 1, 1977, November 1, 1978, June 15, 1979, September 15, 1979, October 1, 1979, April 1,
1980, November 15, 1980, May 15, 1981, August 1, 1981, December 1, 1981, January 16, 1982, April 15, 1982, November 1, 1982, November
1, 1982, January 1, 1983, May 1, 1983, December 1, 1984, March 15, 1985, October 1, 1985, October 15, 1985, March 1, 1986, March 15,
1986, April 15, 1986,



Page Three


April 15, 1986, July 1, 1986, September 1, 1986, September 1, 1986, December 1, 1986, July 1, 1987, October 15,
1987, November 1, 1987, February 15, 1988, April 15, 1988, July 1, 1988, August 15, 1988, September 15, 1988, January 15, 1989, May
1, 1990, June 15, 1990, August 15, 1990, December 1, 1990, April 1, 1991, May 1, 1991, June 1, 1991, December 1, 1991, February 1,
1992, April 1, 1992, July 1, 1992, July 15, 1992, December 1, 1992, January 15, 1993, March 1, 1993, June 1, 1993, June 15, 1993,
July 15, 1993, September 1, 1993, October 1, 1993, February 21, 2002, February 15, 2003, October 15, 2003, December 15, 2003, January
7, 2004, February 26, 2004, March 23, 2004, December 6, 2004, January 11, 2005, January 27, 2005, March 17, 2005, and June 1, 2005,
which modify, amend and supplement the Original Indenture, such Original Indenture, as so modified, amended and supplemented, being
hereinafter referred to as the "Amended Indenture"; and

                  WHEREAS, there have been issued and are now outstanding and entitled to the benefits of the Amended Indenture, First
and Refunding Mortgage Bonds as follows:

              Series                        Due Date                       Principal Amount
              ------                        --------                       ----------------
             86D,E,F&G                        2008                              196,000,000
             87A,B,C&D                        2008                              135,000,000
                91D                           2017                               28,585,000
                92C                           2027                               30,000,000
                92E                           2024                              190,000,000
               2003B                          2007                              315,965,000
               2004A                          2014                              300,000,000
               2004B                          2034                              525,000,000
               2004C                          2006                              150,000,000
              2004D&E                         2035                              144,400,000
               2004F                          2015                              300,000,000
               2004G                          2035                              350,000,000
               2004H                          2007                              150,000,000
               2005A                          2016                              400,000,000
               2005B                          2036                              250,000,000
               2005C                          2010                            1,250,000,000
               2005D                          2029                              203,460,000

                 WHEREAS, the Company proposes presently to issue in fully registered form only, without coupons, up to $350,000,000
aggregate principal amount of one new series of the Company's First and Refunding Mortgage Bonds, pursuant to resolutions of the
Board of Directors or the Executive Committee of the Board of Directors of the Company, or actions by one or more officers of the
Company, said new series to be designated as Series 2005E (referred to herein as the "Bonds"), and the Company's authorized bonded
indebtedness has been increased to provide for the issuance of the Bonds; and

                 WHEREAS, the Company has acquired real and personal property since the execution and delivery of the One Hundred
Seventh Supplemental Indenture which, with certain exceptions, is subject to the lien of the Amended Indenture by virtue of the
after-acquired property clauses and other clauses thereof, and the Company now desires in this One Hundred Ninth Supplemental
Indenture (hereinafter sometimes referred to as this "Supplemental Indenture") expressly to convey and confirm unto the Trustees all
properties, whether real, personal or mixed, now owned by the Company (with the exceptions hereinafter noted); and

                 WHEREAS, for the purpose of further safeguarding the rights and interests of the holders of bonds under the Amended
Indenture, the Company desires, in addition to such conveyance, to enter into certain covenants with the Trustees; and



Page Four


                 WHEREAS, the making, executing, acknowledging, delivering and recording of this Supplemental Indenture have been
duly authorized by proper corporate action of the Company, and the Trustees have each duly determined to execute and accept this
Supplemental Indenture;

                 NOW, THEREFORE, in order further to secure the payment of the principal of and interest on all of the bonds of the
Company at any time outstanding under the Amended Indenture, as from time to time amended and supplemented, including specifically,
but without limitation, the First and Refunding Mortgage Bonds, Series 86D, Series 86E, Series 86F, Series 86G, Series 87A, Series
87B, Series 87C, Series 87D, Series 91D, Series 92C, Series 92E, Series 2003B, Series 2004A, Series 2004B, Series 2004C, Series
2004D, Series 2004E, Series 2004F, Series 2004G, Series 2004H, Series 2005A, Series 2005B, and Series 2005C referred to above, all of
said bonds having been heretofore issued and being now outstanding, and the Bonds, of the aggregate principal amount of up to
$350,000,000, to be presently issued and outstanding; and to secure the performance and observance of each and every of the covenants
and agreements contained in the Amended Indenture, and without in any way limiting (except as hereinafter specifically provided) the
generality or effect of the Original Indenture or any of said supplemental indentures executed and delivered prior to the execution
and delivery of this Supplemental Indenture insofar as by any provision of any said Indenture any of the properties hereinafter
referred to are subject to the lien and operation thereof, but to such extent (except as hereinafter specifically provided)
confirming such lien and operation, and for and in consideration of the premises, and of the sum of One Dollar ($1.00) to the Company
duly paid by the Trustees, at or upon the ensealing and delivery of these presents (the receipt whereof is hereby acknowledged), the
Company has executed and delivered this Supplemental Indenture and has granted, bargained, sold, aliened, released, conveyed,
assigned, transferred, warranted, mortgaged, and pledged, and by these presents does grant, bargain, sell, alien, release, convey,
assign, transfer, warrant, mortgage, and pledge unto the Trustees, their successors in trust and their assigns forever, in trust,
with power of sale, all of the following:

                 All and singular the plants, properties (including goods which are or are to become fixtures), equipment, and
generating, transmission, feeding, storing, and distributing systems, and facilities and utilities of the Company in the Counties of
Fresno, Imperial, Inyo, Kern, Kings, Los Angeles, Madera, Merced, Modoc, Mono, Orange, Riverside, San Bernardino, San Diego, Santa
Barbara, Stanislaus, Tulare, Tuolumne, and Ventura, in the State of California, Churchill, Clark, Lyon, Mineral, Pershing, and
Washoe, in the State of Nevada, La Paz and Maricopa, in the State of Arizona, and McKinley and San Juan, in the State of New Mexico,
and elsewhere either within or without said States, with all and singular the franchises, ordinances, grants, easements,
rights-of-way, permits, privileges, contracts, appurtenances, tenements, and other rights and property thereunto appertaining or
belonging, as the same now exist and as the same or any and all parts thereof may hereafter exist or be improved, added to, enlarged,
extended or acquired in said Counties, or elsewhere either within or without said States;

                 Together with, to the extent permitted by law, all other properties, real, personal, and mixed (including goods
which are or are to become fixtures), except as herein expressly excepted, of every kind, nature, and description, including those
kinds and classes of property described or referred to (whether specifically or generally or otherwise) in the Original Indenture
and/or in any one or more of the indentures supplemental thereto, now or hereafter owned, possessed, acquired or enjoyed by or in any
manner appertaining to the Company, and the reversion and reversions, remainder and remainders, tolls, incomes, revenues, rents,
issues, and profits thereof; it being hereby intended and expressly agreed that all the business, franchises, and properties, real,
personal, and mixed (except as herein expressly excepted), of every kind and nature whatsoever and wherever situated, now owned,
possessed, or enjoyed, and which may hereafter be in anywise owned, possessed, acquired, or enjoyed by the Company, shall be as fully
embraced within the provisions hereof and be subject to the lien created hereby and by the Original Indenture and said supplemental
indentures executed and delivered prior to the execution and delivery of this Supplemental Indenture, as if said properties were
particularly described herein;

                 Saving and excepting, however, anything contained herein or in the granting clauses of the Original Indenture, or of
the above mentioned indentures supplemental thereto, or elsewhere contained in the Original Indenture or said supplemental
indentures, to the contrary notwithstanding, from the property



Page Five


hereby or thereby mortgaged and pledged, all of the following property
(whether now owned by the Company or hereafter acquired by it):  all bills, notes, warrants, customers' service and extension
deposits, accounts receivable, cash on hand or deposited in banks or with any governmental agency, contracts, choses in action,
operating agreements and leases to others (as distinct from the property leased and without limiting any rights of the Trustees with
respect thereto under any of the provisions of the Amended Indenture), all bonds, obligations, evidences of indebtedness, shares of
stock and other securities, and certificates or evidences of interest therein, all office furniture and office equipment, motor
vehicles and tools therefor, all materials, goods, merchandise, and supplies acquired for the purpose of sale in the ordinary course
of business or for consumption in the operation of any property of the Company, and all electrical energy and other materials or
products produced by the Company for sale, distribution, or use in the ordinary conduct of its business--other than any of the
foregoing which has been or may be specifically transferred or assigned to or pledged or deposited with the Trustees, or any of them,
under the Amended Indenture, or required by the provisions of the Amended Indenture, so to be; provided, however, that if, upon the
occurrence of a default under the Amended Indenture, the Trustees, or any of them, or any receiver appointed under the Amended
Indenture, shall enter upon and take possession of the mortgaged and pledged property, the Trustees, or such Trustee or such receiver
may, to the extent permitted by law, at the same time likewise take possession of any and all of the property excepted by this
paragraph then on hand which is used or useful in connection with the business of the Company, and collect, impound, use, and
administer the same to the same extent as if such property were part of the mortgaged and pledged property and had been specifically
mortgaged and pledged hereunder, unless and until such default shall be remedied or waived and possession of the mortgaged and
pledged property restored to the Company, its successors or assigns, and provided further, that upon the taking of such possession
and until possession shall be restored as aforesaid, all such excepted property of which the Trustees, or such Trustee or such
receiver shall have so taken possession, shall be and become subject to the lien hereof, subject, however, to any liens then existing
on such excepted property.

                 And the Company does hereby covenant and agree with the Trustees, and the Trustees with the Company, as follows:

                                                                PART I

                 The Trustees shall have and hold all and singular the properties conveyed, assigned, mortgaged and pledged hereby or
by the Amended Indenture, including property hereafter as well as heretofore acquired, in trust for the equal and proportionate
benefit and security of all present and future holders of the bonds and interest obligations issued and to be issued under the
Amended Indenture, as from time to time amended and supplemented, without preference of any bond over any other bond by reason of
priority in date of issuance, negotiation, time of maturity, or for any other cause whatsoever, except as otherwise in the Amended
Indenture, as from time to time amended and supplemented, permitted, and to secure the payment of all bonds now or at any time
hereafter outstanding under the Amended Indenture, as from time to time amended and supplemented, and the performance of and
compliance with the covenants and conditions of the Amended Indenture, as from time to time amended and supplemented, and under and
subject to the provisions and conditions and for the uses set forth in the Amended Indenture, as from time to time amended and
supplemented.

                                                                PART II

                 Article I to Article Twenty-One, inclusive, of the Amended Indenture are hereby incorporated by reference herein and
made a part hereof as fully as though set forth at length herein.

                                                               PART III

                  All of the terms appearing herein shall be defined as the same are now defined under the provisions of the Amended
Indenture, except when expressly herein otherwise defined.


Page Six


                                                                PART IV

                 Pursuant to Section 1 of Article Five of the Original Indenture, as amended by Part IV, Subpart C, of the Sixth
Supplemental Indenture, dated as of September 1, 1940, the notice to be given with respect to the redemption of the Bonds in whole or
in part, shall be limited to and shall consist of the giving by the Company or The Bank of New York Trust Company, N.A., Trustee, of
a notice in writing (including by facsimile transmission) of such redemption, at least 30 days, but not more than 60 days, prior to
the date fixed for redemption to the holder of each Bond called for redemption at the holder's last address shown on the registry
books of the Company.  Failure to so provide such notice to the holder of any Bond shall not affect the validity of the redemption
proceedings with respect to any other Bond.

                                                                PART V

                 The Bonds shall be in substantially the form set forth in a resolution of the Board of Directors or the Executive
Committee of the Board of Directors of the Company, or a certificate evidencing action by an officer or officers of the Company, and
may have placed thereon such letters, numbers or other marks of identification and such legends or endorsements as set forth in this
Supplemental Indenture or as may be required to comply with the Securities Act of 1933, as amended (the "Securities Act"), any other
laws, any other rules of the Securities and Exchange Commission or any securities exchange, or as may, consistently herewith, be
determined to be necessary or appropriate by the officers executing the Bonds, as evidenced by their execution of the Bonds.

                 The Bonds initially shall be represented by one or more securities in registered, global form without interest
coupons ("Global Bonds").  Each certificate for Global Bonds shall represent the aggregate principal of outstanding Bonds from time
to time endorsed thereon and the aggregate principal amount of outstanding Bonds represented thereby may from time to time be reduced
or increased, as appropriate, to reflect exchanges and redemptions.  Any endorsement of a Global Bond certificate to reflect the
amount of any increase or decrease in the aggregate principal amount of outstanding Bonds represented thereby shall be made by BNY
Midwest Trust Company, as Agent for The Bank of New York Trust Company, N.A., Trustee, as registrar for the Bonds (the "Bond
Registrar"), in accordance with instructions given by the registered holder thereof.

                 The Company initially appoints The Depository Trust Company ("DTC") to act as depositary with respect to the Global
Bonds (together with any successor, the "Depositary").  Each certificate representing Global Bonds shall bear a legend in
substantially the following form (the "Global Bond Legend"):

                 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
                 CORPORATION ("DTC"), TO SOUTHERN CALIFORNIA EDISON COMPANY OR ITS AGENT FOR REGISTRATION OR TRANSFER, EXCHANGE, OR
                 PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
                 AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
                 BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
                 ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                 Beneficial interests in the Global Bonds may not be exchanged for Bonds in certificated form ("Certificated Bonds")
except in the limited circumstances set forth below in this Supplemental Indenture.  Certificates representing Certificated Bonds
will not bear the Global Bond Legend.




                                                                PART VI

                 The transfer and exchange of Global Bonds or beneficial interests in Global Bonds shall be effected through the
Depositary, in accordance with the terms of the Amended Indenture (including the restriction on transfer set forth herein) and the
procedures of the Depositary.

                 A Global Bond may be exchanged for Certificated Bonds if (a) the Depositary for the Global Bond notifies the Company
that the Depositary is unwilling or unable to continue as to act as Depositary for the Global Bond or has ceased to be a clearing
agency registered under the Securities Exchange Act of 1934, and in either case the Company fails to appoint a successor Depositary
within 90 days after delivery of such notice; (b) the Company notifies the Bond Registrar in writing that it has elected to cause the
issuance of Certificated Bonds; or (c) there has occurred and is continuing a default with respect to the Bonds under the Amended
Indenture.  Certificated Bonds delivered in exchange for any Global Bond or beneficial interests in Global Bonds will be executed by
the Company, authenticated by The Bank of New York Trust Company, N.A., as Trustee, registered in the names, and issued in any
approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures).

                 When Certificated Bonds are presented to the Bond Registrar with a request to register the transfer of the
Certificated Bonds or to exchange such Certificated Bonds for an equal principal amount of Certificated Bonds of other authorized
denominations, the Bond Registrar shall register the transfer or make the exchange as requested if its requirements for such
transactions are met.

                                                               PART VII

                 All, but only, the duties, responsibilities, liabilities, immunities, rights, powers, and indemnities against
liability, of the Trustees and each of them, with respect to the trust created by the Amended Indenture, are hereby assumed by and
given to the Trustees, and each of them, with respect to the trust hereby created, and are so assumed and given subject to all the
terms and provisions with respect thereto as set forth in the Amended Indenture, as fully and to all intents and purposes as if the
same were herein set forth at length; and this Supplemental Indenture is executed by the Trustees for the purpose of evidencing their
consent to the foregoing.

                 The recitals contained herein, except the recital that the Trustees have each duly determined to execute and deliver
this Supplemental Indenture, shall be taken as the statements of the Company, and the Trustees assume no responsibility for the
correctness thereof.  The Trustees make no representations as to the validity of this Supplemental Indenture.

                                                               PART VIII

                 As amended and supplemented by this Supplemental Indenture, the Amended Indenture is in all respects ratified and
confirmed, and the Original Indenture and all said indentures supplemental thereto including this Supplemental Indenture, shall be
read, taken, and considered as one instrument, and the Company agrees to conform to and comply with all and singular the terms,
provisions, covenants, and conditions set forth therein and herein.

                                                                PART IX

                 In case any one or more of the provisions contained in this Supplemental Indenture should be invalid, illegal, or
unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions contained in
this Supplemental Indenture, and, to the extent and only to the extent that any such provision is invalid, illegal, or unenforceable,
this Supplemental Indenture shall be construed as if such provision had never been contained herein.



Page Eight


                                                                PART X

                 This Supplemental Indenture may be simultaneously executed and delivered in any number of counterparts, each of
which, when so executed and delivered, shall be deemed to be an original.






Page Nine




                 IN WITNESS WHEREOF, the Company has caused its corporate name and seal to be hereunto affixed and this Supplemental
Indenture to be signed by its Chairman of the Board, its Chief Executive Officer, its President, or one of its Vice Presidents and
attested by the signature of its Secretary or one of its Assistant Secretaries, for and in its behalf; said The Bank of New York
Trust Company, N.A. has caused its name to be hereunto affixed, and this Supplemental Indenture to be signed, by one of its Vice
Presidents or Assistant Vice Presidents or Agents; and said D. G. Donovan has hereunto executed this Supplemental Indenture; all as
of the day and year first above written.  Executed in counterparts and in multiple.



                                                              SOUTHERN CALIFORNIA EDISON COMPANY



                                                              /s/ ROBERT C. BOADA
                                                              ----------------------------------
                                                              ROBERT C. BOADA
Vice President and Treasurer


Attest:


/S/ BONITA J. SMITH
- ----------------------------
BONITA J. SMITH
Assistant Secretary

(Seal)






                                                              THE BANK OF NEW YORK TRUST COMPANY,
                                                              N.A., Trustee



                                                              /s/ JUDITH L. BARTOLINI
                                                              -----------------------------------
                                                              Name:  JUDITH L. BARTOLINI
                                                              Title:  Vice President



                                                              /s/ D.G. DONOVAN
                                                              -----------------------------------
                                                              D. G. DONOVAN
                                                              Trustee





Page Ten








STATE OF CALIFORNIA        }
                           }  ss.
COUNTY OF LOS ANGELES      }


         On this 20th day of June, 2005, before me, JEAN E. LAMBRECHT, a Notary Public, personally appeared ROBERT C. BOADA and
BONITA J. SMITH, personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons whose names are
subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by
their signatures on the instrument the persons, or the entity on behalf of which the persons acted, executed the instrument.

         WITNESS my hand and official seal.





                                                              Notary Public, State of California


                                                              /s/ Jean E. Lambrecht
                                                              ----------------------------------
                                                              Notary Public

(Seal)

My Commission expires on December 31, 2008.





Page 11







STATE OF ILLINOIS   }
                    }  ss.
COUNTY OF COOK      }

         On this 20th day of June, 2005, before me, K. GIBSON, a Notary Public, personally appeared Judith L. Bartolini, Vice
President of THE BANK OF NEW YORK TRUST COMPANY, N.A., Trustee, personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her
authorized capacity, and that by her signature on the instrument the person, or entity on behalf of which the person acted, executed
the instrument.

         WITNESS my hand and official seal.



                                                     /s/ K. Gibson
                                                     ---------------------------
                                                     Notary Public




(Seal)

My Commission expires on July 8, 2006.




STATE OF ILLINOIS }
                  }  ss.
COUNTY OF COOK    }


         On this 20th day of June, 2005, before me, K. GIBSON, a Notary Public, personally appeared D. G. DONOVAN, Trustee,
personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the
instrument the person, or entity on behalf of which the person acted, executed the instrument.

         WITNESS my hand and official seal.



                                                     /s/ K. Gibson
                                                     --------------------------------
                                                     Notary Public, State of Illinois




(Seal)

My Commission expires on July 8, 2006.




Page 12

EX-4.2

                                              CERTIFICATE AS TO ACTIONS TAKEN BY OFFICER

                                                 OF SOUTHERN CALIFORNIA EDISON COMPANY

                                                         Adopted June 20, 2005

                  RE:      CREATION AND ISSUANCE OF NEW SERIES
                           OF FIRST AND REFUNDING MORTGAGE BONDS

                  WHEREAS, by a resolution adopted on November 18, 2004, entitled "Resolution Re:  Financing Plans," the Board of
Directors of this corporation delegated to the undersigned officer the authority to authorize and create an additional bonded
indebtedness of this corporation in the aggregate principal amount of $350,000,000 to be represented by a new series of its First and
Refunding Mortgage Bonds, Series 2005E (the "New Bonds"), and take all other actions necessary to create the New Bonds and cause the
New Bonds to be issued, sold, and delivered;

                  NOW, THEREFORE, BE IT RESOLVED, that pursuant to that resolution and the Trust Indenture dated as of October 1,
1923, between this corporation and The Bank of New York Trust Company, N.A. (successor to The Bank of New York, which was successor
to Harris Trust and Savings Bank) and D. G. Donovan (successor to Pacific-Southwest Trust & Savings Bank), as Trustees, as amended
and supplemented, including as supplemented or proposed to be supplemented by the One Hundred Ninth Supplemental Indenture
(collectively, the "Trust Indenture"), the undersigned officer hereby executes and delivers this certificate and takes the actions set
forth herein.

                  BE IT FURTHER RESOLVED, that the undersigned officer hereby authorizes and creates an authorized bonded indebtedness
of this corporation in the aggregate principal amount of $350,000,000, which shall be an increase of, and in



Page Two



                  addition to, all presently existing authorized bonded indebtedness of this corporation, and which shall be
represented by the New Bonds.

                  BE IT FURTHER RESOLVED, that the President or any Vice President and the Secretary or any Assistant Secretary of
this corporation are authorized and directed, pursuant to the provisions of Section 1 of Article Two of the Trust Indenture, to sign
and present to The Bank of New York Trust Company, N.A., as Trustee, a certificate stating that the authorized bonded indebtedness of
this corporation has been so increased.

                  BE IT FURTHER RESOLVED, that each of the Chairman of the Board, the Chief Executive Officer, the President, the
Senior Vice President and Chief Financial Officer, the Vice President and Treasurer, or any Assistant Treasurer, or any of them
acting alone, is authorized and directed to execute and deliver the One Hundred Ninth Supplemental Indenture, in such form as the
officer acting may approve, such approval to be evidenced by the execution thereof, and to cause this corporation to perform all of
its obligations under the One Hundred Ninth Supplemental Indenture.

                  BE IT FURTHER RESOLVED, that, subject to the execution and delivery of the One Hundred Ninth Supplemental Indenture,
the New Bonds, to be issued under and secured by the Trust Indenture, are hereby created in the aggregate principal amount of
$350,000,000, and the New Bonds are hereby designated as "First and Refunding Mortgage Bonds, Series 2005E, Due 2035;" the New Bonds
shall be dated as of their date of issuance, shall mature on July 15, 2035, and shall bear interest from June 27, 2005, at the rate
of 5.35% per annum on the principal amount thereof, payable semiannually on January 15 and July 15 of each year; the principal of
and premium, if



Page Three



any, and interest on the New Bonds shall be payable at the offices of The Bank of New York Trust Company, N.A., in Chicago, Illinois,
or at such other agency or agencies as may be designated by this corporation; all principal, premium, if any, and interest shall be
payable in such coin or currency of the United States of America as at the time of payment shall be legal tender for public and
private debts; the New Bonds shall be transferable only on the books of this corporation at the places designated above for the
payment of the principal of and premium, if any, and interest on the New Bonds, or at such other agency or agencies as may be
designated by this corporation; the New Bonds shall be redeemable, at the option of this corporation, in whole or in part, in the
manner set forth in the form of definitive New Bond set forth below; the New Bonds shall be issuable only as fully registered bonds,
without coupons, in denominations of $1,000 and integral multiples of $1,000 in excess thereof; the definitive New Bonds shall be
numbered from R-1 upward; and the definitive New Bonds, and the Certificate of Authentication to be endorsed upon each of the New
Bonds, shall be substantially in the following form with such legends thereon and changes therein as may be deemed necessary or
appropriate by the officer or officers executing the same, and the blanks therein to be properly filled:

                                                (Form of Definitive Series 2005E Bond)

                                                  SOUTHERN CALIFORNIA EDISON COMPANY

                                      First and Refunding Mortgage Bonds, Series 2005E, Due 2035

No. ____                                                                        $_____________

         SOUTHERN CALIFORNIA EDISON COMPANY, a corporation organized and existing under and by virtue of the laws of the State of
California (hereinafter called the "Company"), for value received, hereby promises to pay to _____________________,
the registered owner hereof, the principal sum of $_______________ on July 15, 2035, and to pay interest on the unpaid
principal amount hereof to the registered owner hereof



Page Four



from June 27, 2005, until said principal sum shall be paid, at the rate of 5.35% per annum, payable semiannually on January 15 and
July 15 in each year, beginning on January 15, 2006.  Such interest shall be paid to the person in whose name this Bond is registered
at the close of business on (1) the business day immediately preceding the interest payment date if this Bond is in book-entry only
form, or (2) the 15th calendar day before each interest payment date if this Bond is not in book-entry only form.

         The principal of and interest on this Bond are payable at the offices of The Bank of New York Trust Company, N.A., as
Trustee, in Chicago, Illinois, or at such other agency or agencies as may be designated by the Company, in such coin or currency of
the United States of America as at the time of payment is legal tender for public and private debts.

         This Bond is one of a series, designated as "Series 2005E, Due 2035," of a duly authorized issue of bonds of the Company,
known as its "First and Refunding Mortgage Bonds," issued and to be issued in one or more series under and all equally and ratably
secured by a Trust Indenture dated as of October 1, 1923, and indentures supplemental thereto, including the One Hundred Ninth
Supplemental Indenture, dated as of June 20, 2005, which have been duly executed, acknowledged and delivered by the Company to The
Bank of New York Trust Company, N.A. and D. G. Donovan, or one of their predecessors, as Trustees, to which original indenture and
indentures supplemental thereto (collectively, the "Trust Indenture") reference is hereby made for a description of the property,
rights and franchises thereby mortgaged and pledged, the nature and extent of the security thereby created, the rights of the holders
of this Bond and of the Trustees in respect of such security, and the terms, restrictions and conditions upon which the bonds are
issued and secured.

         This Bond may be redeemed, in whole or in part, at the option of the Company, at any time prior to its maturity, after
notice given in writing (including by facsimile transmission) to the registered owner hereof at the last address shown on the
registry books of the Company, by the Company or The Bank of New York Trust Company, N.A., as Trustee, at least 30 days, but not more
than 60 days, before the date fixed for redemption, at a redemption price equal to the greater of (1) the principal amount redeemed
or (2) the sum of the present values of the remaining scheduled payments of principal and interest on this Bond being redeemed,
discounted to the date fixed for redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at
the Treasury Yield plus 20 basis points, plus in each case accrued and unpaid interest to the date fixed for redemption.

         "Treasury Yield" means, for any date fixed for redemption, the rate per year equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for the date fixed for redemption.



Page Five



         "Comparable Treasury Issue" means the United States Treasury security or securities selected by an Independent Investment
Banker as having an actual or interpolated maturity comparable to the remaining term to stated maturity of this Bond that would be
utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of this Bond.

         "Comparable Treasury Price" means, for any date fixed for redemption, (1) the average of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding the
date fixed for redemption, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S. Government Securities" or (2) if that release (or any
successor release) is not published or does not contain those prices on that business day, (A) the average of the Reference Treasury
Dealer Quotations for the date fixed for redemption, or (B) if the Independent Investment Banker obtains fewer than four Reference
Treasury Dealer Quotations, the average of all of the Quotations.

         "Independent Investment Banker" means Citigroup Global Markets Inc. ("Citigroup") or its successor or, if such firm or its
successor is unwilling or unable to select the Comparable Treasury Issue, one of the remaining Reference Treasury Dealers appointed
by The Bank of New York Trust Company, N.A., as Trustee, after consultation with the Company.

         "Reference Treasury Dealer" means (1) Citigroup and J.P. Morgan Securities Inc. ("JPMorgan") and any other primary U.S.
Government securities dealer in New York City (a "Primary Treasury Dealer") designated by, and not affiliated with Citigroup or
JPMorgan or their successors, provided, however, that if Citigroup or JPMorgan, or any of their designees, ceases to be a Primary
Treasury Dealer, the Company will appoint another Primary Treasury Dealer as a substitute, and (2) any other Primary Treasury Dealer
selected by the Company.

         "Reference Treasury Dealer Quotations" means, for each Reference Treasury Dealer and any date fixed for redemption, the
average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed
in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by the Reference
Treasury Dealer at 5:00 p.m. on the third business day preceding the date fixed for redemption.

         If the Company elects to redeem fewer than all the Series 2005E Bonds, The Bank of New York Trust Company, N.A., as Trustee,
will select the particular bonds to be redeemed on a pro rata basis, by lot or by such other method of random selection, if any, that
The Bank of New York Trust Company, N.A., as Trustee, deems fair and appropriate.


Page Six




         Any notice of redemption, at the Company's option, may state that the redemption will be conditional upon receipt by the
paying agent, on or prior to the date fixed for the redemption, of money sufficient to pay the principal of and premium, if any, and
interest, if any, on the Series 2005E Bonds to be redeemed and that if the money has not been so received, the notice will be of no
force and effect and the Company will not be required to redeem this Bond.

         The Trust Indenture makes provision for a Special Trust Fund and permits the use of moneys therein for the purpose, among
others, of redeeming or purchasing this Bond.

         If default shall be made in the payment of any installment of principal of or interest on this Bond or in the performance or
observance of any of the covenants and agreements contained in the Trust Indenture, and such default shall continue as provided in
the Trust Indenture, then the principal of this Bond may be declared and become due and payable as provided in the Trust Indenture.

         This Bond is transferable only on the books of the Company at any of the places designated above for the payment of the
principal of and premium, if any, or interest on this Bond, or at such other agency or agencies as may be designated by the Company,
by the registered owner or by an attorney of such owner duly authorized in writing, on surrender hereof properly endorsed, and upon
such surrender hereof, and the payment of charges, a new registered bond or bonds of this series, of an equal aggregate principal
amount, will be issued to the transferee in lieu hereof, as provided in the Trust Indenture.

         The terms of the Trust Indenture may be modified as set forth in the Trust Indenture; provided, however, that, among other
things, (1) the obligation of the Company to pay the principal of and premium, if any, and interest on all bonds outstanding under
the Trust Indenture, as at the time in effect, shall continue unimpaired, (2) no modification shall give any of said bonds any
preference over any other of said bonds, and (3) no modification shall authorize the creation of any lien prior to the lien of the
Trust Indenture on any of the trust property.

         No recourse shall be had for the payment of the principal of and premium, if any, or interest on this Bond, or any part
thereof, or for or on account of the consideration herefor, or for any claim based hereon, or otherwise in respect hereof, or of the
Trust Indenture, against any past, present or future stockholder, officer or director of the Company or of any predecessor or
successor company, whether for amounts unpaid on stock subscriptions, or by virtue of any statue or constitution, or by the
enforcement of any assessment or penalty, or because of any representation or inference arising from the capitalization of the
Company or of such predecessor or successor company, or otherwise; all such liability being, by the acceptance hereof and as a part
of the consideration for the issue hereof, expressly released.



Page Seven




         This Bond shall not be valid or obligatory for any purpose until it shall have been authenticated by the execution of the
certificate of authentication hereon of The Bank of New York Trust Company, N.A., as Trustee, or its successor in trust.

         IN WITNESS WHEREOF, Southern California Edison Company has caused this Bond to be executed in its name by its President or
one of its Vice Presidents and its corporate seal to be hereto affixed and attested by its Secretary or one of its Assistant
Secretaries, as of ____________, ____, such execution and attestation to be by manual or facsimile signatures.

                                                            SOUTHERN CALIFORNIA EDISON COMPANY

ATTEST: ______________________                              By: ___________________________
              [Assistant] Secretary                                    [Vice] President

                                  (Form of Certificate of Authentication for all Series 2005E Bonds)

                                                         Trustee's Certificate

         This is to certify that this Bond is one of the Bonds, of the series designated therein, described and referred to in the
Trust Indenture within mentioned.

                                            THE BANK OF NEW YORK TRUST COMPANY, N.A.,
                                            TRUSTEE


                                            By _________________________________
                                                              [Authorized Agent]

                                                  (End of Form of Series 2005E Bond)

                  BE IT FURTHER RESOLVED, that pursuant to the Trust Indenture, as in effect following due execution and delivery of
the One Hundred Ninth Supplemental Indenture, the President or any Vice President and the Secretary or any Assistant Secretary of
this corporation are authorized and directed, for and in the name and on behalf of this corporation and under its corporate seal
(which seal may be either impressed, printed, lithographed or engraved thereon), to execute (which execution may



Page Eight



                  be by a facsimile signature) and to deliver the New Bonds to The Bank of New York Trust Company, N.A., as Trustee,
for authentication in temporary and/or definitive form, and in such aggregate principal amount up to $350,000,000 as the President or
any Vice President and the Secretary or any Assistant Secretary of this corporation shall in their absolute discretion determine.

                  BE IT FURTHER RESOLVED, that the President or any Vice President and the Secretary or any Assistant Secretary of
this corporation are authorized and directed for and in the name and on behalf of this corporation and under its corporate seal, to
execute and to deliver to The Bank of New York Trust Company, N.A., as Trustee, the written order of this corporation for the
authentication and delivery of the New Bonds pursuant to such sections of Article Two of the Trust Indenture as the officers acting
may determine.

                  BE IT FURTHER RESOLVED, that the Secretary or any Assistant Secretary of this corporation is hereby authorized and
directed to deliver to, and file with, The Bank of New York Trust Company, N.A., as Trustee, a copy of the this certificate of
actions taken, certified by the Secretary or any Assistant Secretary of this corporation.

                  IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date first written above.

                                                     /s/ Robert C. Boada
                                                     -------------------------------------------
                                                     Robert C. Boada
                                                     Vice President and Treasurer
                                                     Southern California Edison Company

EX-5

                                                   June 20, 2005


Southern California Edison Company
2244 Walnut Grove Avenue
Rosemead, California 91770

     Re:  Offering of Southern California Edison Company
          First and Refunding Mortgage Bonds, Series 2005E
          ------------------------------------------------

Ladies and Gentlemen:

                  I am Vice President and Associate General Counsel of Southern California Edison Company, a
California corporation ("SCE").  You have requested my opinion in connection with the offering, issuance, and
sale by SCE of its First and Refunding Mortgage Bonds, Series 2005E, Due 2035, in the principal amount of
$350,000,000 (the "Bonds").  The Bonds will be issued under the Trust Indenture dated as of October 1, 1923,
executed by and between the Company and Harris Trust and Savings Bank (to which The Bank of New York Trust
Company, N.A., is a successor trustee), as trustee (the "Trustee"), and Pacific-Southwest Trust & Savings Bank
(to which D. G. Donovan is a successor trustee), as trustee, as amended and supplemented by supplemental
indentures, including the One Hundred Ninth Supplemental Indenture dated as of June 20, 2005 (that Trust
Indenture, as so amended and supplemented, being referred to herein as the "Indenture").

                  The Bonds are being offered to the public by the Prospectus Supplement dated June 20, 2005, to
the Prospectus dated April 12, 2005 (together, the "Prospectus"), which is part of a Registration Statement on
Form S-3 (Registration No. 333-123683) (the "Registration Statement"), filed by SCE with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act").  The Bonds are being
sold by the Company pursuant to the Underwriting Agreement dated June 20, 2005 (the "Underwriting Agreement"),
between the Company and Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as representatives of the
several Underwriters named therein.

                  In my capacity as Vice President and Associate General Counsel, I am generally familiar with
the proceedings taken and proposed to be taken by SCE for the authorization and issuance of the Bonds.  I have
made legal and factual examinations and inquiries, including an examination of originals and copies certified or
otherwise identified to my satisfaction, of the documents, corporation records and instruments of SCE that I have
deemed necessary or appropriate for purposes of this opinion.  In my examination, I have assumed the genuineness
of all signatures, the authenticity of all documents submitted to me as originals, and the conformity to
authentic original documents of all documents submitted to me as copies.  In addition, I have obtained and relied
upon certificates and assurances from public officials that I have deemed necessary.



Page 1


                  Subject to the foregoing and the other qualifications set forth herein, it is my opinion that
when the Bonds have been duly established in accordance with the terms of the Indenture, duly authenticated by
the Trustee, and duly executed, sold and delivered on behalf of SCE in accordance with the terms and provisions
of the Indenture and as contemplated by the Registration Statement and the Prospectus, the Bonds will constitute
valid and legally binding obligations of SCE enforceable against SCE in accordance with the terms of the Bonds.

                  In addition to any assumptions, qualifications and other matters set forth elsewhere herein,
the opinions set forth above are subject to the following:

                  (A)      My opinions with respect to the legality, validity, binding effect and enforceability
of the Bonds are subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance,
fraudulent transfer, equitable subordination, reorganization, moratorium, or similar law affecting creditors'
rights generally and to the effect of general principles of equity, including (without limitation) concepts of
materiality, reasonableness, estoppel, good faith, and fair dealing (regardless of whether considered in a
proceeding in equity or at law).  I express no opinion as to the availability of equitable remedies.  In applying
such equitable principles, a court, among other things, might not allow a creditor to accelerate the maturity of
a debt or enforce a guaranty thereof upon the occurrence of a default deemed immaterial or for non-credit reasons
or might decline to order a debtor to perform covenants.  Such principles applied by a court might also include a
requirement that a creditor act with reasonableness and in good faith.

                  (B)      My opinions with respect to the legality, validity, binding effect, and enforceability
of the Bonds are also subject to (i) the terms of the franchises, licenses, easements, leases, permits,
contracts, and other instruments under which the property subject to the Indenture is held or operated, (ii) in
respect of nuclear energy facilities included within the property subject to the Indenture, the provisions of the
Atomic Energy Act of 1954, as amended, and regulations thereunder, (iii) in respect of SCE's interest in the Four
Corners Generating Station in New Mexico, and the easement and lease therefor, possible defects in title,
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, the
possible inability of SCE to resort to legal process to enforce its rights against the Navajo Nation without
Congressional consent and, in the case of SCE's lease, possible impairment or termination under certain
circumstances by Congress or the Secretary of the Interior, (iv) other liens, prior rights and encumbrances none
of which other liens, prior rights and encumbrances, with minor or insubstantial exceptions, affects from a legal
standpoint the security for the Bonds or SCE's right to use such properties in its business, and (v) governmental
agency approvals that may be required in connection with foreclosure.

                  (C)      Certain rights, remedies and waivers with respect to the Bonds may be unenforceable in
whole or in part, but the inclusion of such provisions in the Bonds does not affect the validity of the Bonds,
taken as a whole, and, except as set forth in Paragraphs (A) and (B) above, the Indenture and the Bonds, taken as
a whole, contain adequate provisions for enforcing payment of the obligations with respect to the Bonds; however,
the unenforceability of such provisions may result in delays in or limitations on the enforcement of the parties'
rights

Page 2



and remedies under the Indenture or the Bonds (and I express no opinion as to the economic
consequences, if any, of such delays or limitations).

                  (D)      I express no opinion on (i) any conflicts between any provision in the Indenture or
the Bonds and the real property antideficiency, fair value, and/or one form of action provisions of California
law, or any law governing foreclosure and disposition procedures regarding any real or personal property
collateral, or any limitations on attorneys' or trustees' fees, and (ii) the effect of Section 1708 of the
California Public Utilities Code which, among other matters, provides that the California Public Utilities
Commission may at any time, upon notice to the parties, and with opportunity to be heard, rescind, alter, or
amend any order or decision made by it.

                  (E)      I am a member of the Bar of the State of California.  My opinions expressed herein are
limited to the laws of the State of California and the federal laws of the United States of America, except to
the extent that my opinions are affected by the laws of the States of Arizona, Nevada, and New Mexico, in which
states the Company owns certain assets and conducts certain business operations.

                  (G)      This opinion letter is an expression of my professional judgment on the legal issues
explicitly addressed.  By rendering the opinions herein, I do not become an insurer or guarantor of the
expression of such professional judgment.  Nor does the rendering of such opinions guarantee the outcome of any
legal dispute that may arise out of the contemplated transactions.  The rendering of the opinions herein does not
create any express or implied contract or agreement between or with any person entitled to rely thereon and me.
My opinions set forth herein are based upon the facts in existence and laws in effect on the date hereof, and are
rendered as of the date hereof, and I expressly disclaim any obligation to update my opinions herein, regardless
of whether changes in such facts or laws come to my attention after the delivery hereof.

                  I consent to SCE filing this opinion with the Securities and Exchange Commission as an exhibit
to a Current Report on Form 8-K, which will be incorporated by reference into the Prospectus, and to the
reference to me under the caption "Legal Matters" in the Prospectus.  In giving this consent, I do not hereby
admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act and
regulations of the Securities and Exchange Commission issued thereunder.

                                                     Very truly yours,


                                                     /s/ Barbara E. Mathews
                                                     ---------------------------------------------
                                                     Barbara E. Mathews
                                                     Vice President and Associate General Counsel
                                                     Southern California Edison Company

EX-12.1

                                   SOUTHERN CALIFORNIA EDISON COMPANY AND CONSOLIDATED UTILITY-RELATED SUBSIDIARIES

                                          RATIOS OF EARNINGS TO FIXED CHARGES AND PREFERRED AND PREFERENCE STOCK

                                                                  (Thousands of Dollars)


                                                                    Year Ended December 31,        3 Months     3 Months   12 Months
                                ----------------------------------------------------------------     Ended       Ended       Ended
                                        2000       2001         2002         2003          2004    03/31/04     03/31/05    03/31/05
                                     --------    --------      --------    --------     ---------  --------   -----------  ---------

EARNINGS BEFORE INCOME TAXES
  AND FIXED CHARGES:

Income before interest expense (1)   $(1,456,584)  $3,192,815  $1,831,335   $1,339,147   $1,329,441 $206,356   $235,353 $1,358,440
Add:
  Taxes on income (2)                 (1,021,452)   1,658,033     641,786      388,120      438,008   68,503     65,289    434,794
  Rentals (3)                              2,905        2,128       1,240          638          776      178        270        865
  Allocable portion of interest
      on long-term Contracts for
      the purchase of power (4)            1,699        1,659       1,616        1,568        1,515      384        370      1,501
  Amortization of previously
      capitalized fixed charges            1,390        1,083       1,440        1,638        1,405      324        384      1,465
                                      -----------   ----------  ----------   ---------   ---------- --------- --------- ----------
Total earnings before income
  taxes and fixed charges (A)        $(2,472,042)  $4,855,718  $2,477,417   $1,731,111   $1,771,145 $275,745  $ 301,666 $1,797,065
                                     ===========   ==========  ==========   ==========   ========== ========  ========= ==========




FIXED CHARGES:
  Interest and amortization          $ 571,760    $   784,858  $  584,442   $  451,792   $  399,169 $102,819  $ 100,799 $  397,149
  Rentals (3)                            2,905          2,128       1,240          638          776      178        270        865
  Capitalized fixed charges -
      nuclear fuel (5)                   1,538            756       520             97          839      253         61        647
  Allocable portion of interest on
      long-term contracts for
      the purchase of power (4)          1,699          1,659     1,616          1,568        1,515      384        370      1,501
  Preferred and preference stock
      divident requirements -
      pre-tax basis                     33,754         37,907    29,119         22,262       22,962    6,553      5,777     22,611
                                      ---------     ---------  --------       --------   ----------  -------   ---------  --------
Total fixed charges (B)              $ 611,656    $   827,308  $ 616,937   $   476,357   $  425,261 $ 110,187 $ 107,277 $ 422,773
                                     =========    ===========  =========   ===========   ========== ========= ==========   =======


RATIO OF EARNINGS TO
  FIXED CHARGES (A) / (B):               (4.04)(6)       5.87       4.02          3.63         4.16      2.50       2.81      4.25
                                      =========     =========  =========    ==========   ==========    ======  =========    ======





(1)   Includes allowance for funds used during construction and accrual of unbilled revenue.

(2)   Includes allocation of federal income and state franchise taxes to other income.

(3)   Rentals include the interest factor relating to certain significant rentals plus one-third of all remaining annual rentals.

(4)   Allocable portion of interest included in annual minimum debt service requirement of supplier.

(5)   Includes fixed charges associated with Nuclear Fuel.

(6)   Ratio for 2000 is less than 1.00. In 2000, SCE needed an additional $3,083,698,000 in earnings before income taxes
      and fixed charges to achieve a 1.00 ratio.

EX-12.2

                                  SOUTHERN CALIFORNIA EDISON COMPANY AND CONSOLIDATED UTILITY-RELATED SUBSIDIARIES

                                                        RATIOS OF EARNINGS TO FIXED CHARGES

                                                                (Thousands of Dollars)

                                                              Year Ended December 31,                3 Months   3 Months   12 Months
                                     ----------------------------------------------------------------  Ended     Ended       Ended
                                       2000           2001         2002       2003         2004      03/31/04   03/31/05   03/31/05
                                      --------    ---------    ----------   --------    --------     ---------  ---------  --------
EARNINGS BEFORE INCOME TAXES
  AND FIXED CHARGES:

Income before interest expense (1)  $(1,456,584)  $3,192,815   $1,831,335   $1,339,147   $1,329,441  $206,356  $235,353  $1,358,440
Add:
  Taxes on income (2)                (1,021,452)   1,658,033      641,786      388,120      438,008    68,503    65,289     434,794
  Rentals (3)                             2,905        2,128        1,240          638          776       178       270         865
  Allocable portion of interest
       on long-term Contracts for
       the purchase of power (4)          1,699        1,659        1,616        1,568        1,515       384       370       1,501
  Amortization of previously
       capitalized fixed charges          1,390        1,083        1,440        1,638        1,405       324       384       1,465
                                     -----------   ----------   ----------  -----------   ----------  --------  --------  ----------
 Total earnings before income
  taxes and fixed charges (A)       $(2,472,042)  $4,855,718   $2,477,417   $1,731,111   $1,771,145  $275,745  $301,666  $1,797,065
                                     ===========   ==========   ==========  ===========   ==========  ========  ========  ==========




FIXED CHARGES:
  Interest and amortization         $   571,760   $  784,858   $  584,442    $ 451,792   $  399,169  $102,819  $100,799  $  397,149
  Rentals (3)                             2,905        2,128        1,240          638          776       178       270         865
  Capitalized fixed charges -
       nuclear fuel (5)                   1,538          756          520           97          839       253        61         647
  Allocable portion of interest on
       long-term contracts for
       the purchase of power (4)          1,699        1,659        1,616        1,568        1,515       384       370       1,501
                                     -----------   ----------   ----------  -----------   ----------  --------  --------  ----------
Total fixed charges (B)             $   577,902   $  789,401   $  587,818    $ 454,095   $  402,299  $103,634  $101,500  $  400,162
                                     ===========   ==========   ==========  ===========   ==========  ========  ========  ==========


RATIO OF EARNINGS TO
  FIXED CHARGES (A) / (B):                (4.28)(6)     6.15         4.21         3.81         4.40      2.66      2.97        4.49
                                     ===========   ==========   ==========  ===========   ==========  ========  ========  ==========






(1)    Includes allowance for funds used during construction and accrual of unbilled revenue.

(2)    Includes allocation of federal income and state franchise taxes to other income.

(3)    Rentals include the interest factor relating to certain significant rentals plus one-third of all remaining annual rentals.

(4)    Allocable portion of interest included in annual minimum debt service requirement of supplier.

(5)    Includes fixed charges associated with Nuclear Fuel.

(6)    Ratio for 2000 is less than 1.00. In 2000, SCE needed an additional $3,049,944,000 in earnings before income taxes
       and fixed charges to achieve a 1.00 ratio.

EX-25.1

                        = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
                                                               FORM T-1

                                                  SECURITIES AND EXCHANGE COMMISSION
                                                        Washington, D.C. 20549

                                                       STATEMENT OF ELIGIBILITY
                                              UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                                               CORPORATION DESIGNATED TO ACT AS TRUSTEE

                                                 CHECK IF AN APPLICATION TO DETERMINE
                                                 ELIGIBILITY OF A TRUSTEE PURSUANT TO
                                                   SECTION 305(b)(2)           |__|
                                                      ---------------------------

                                               THE BANK OF NEW YORK TRUST COMPANY, N.A.

                                          (Exact name of trustee as specified in its charter)

                                                                           95-3571558
(State of incorporation                                                    (I.R.S. employer
if not a U.S. national bank)                                               identification no.)
700 South Flower Street
Suite 500
Los Angeles, California                                                    90017
(Address of principal executive offices)                                   (Zip code)
                                                      ---------------------------
                                                  SOUTHERN CALIFORNIA EDISON COMPANY
                                          (Exact name of obligor as specified in its charter)


California                                                                 95-1240335
(State or other jurisdiction of                                            (I.R.S. employer
incorporation or organization)                                             identification no.)

2244 Walnut Grove Avenue
(P.O. Box 800)
Rosemead, California                                                       91770
(Address of principal executive offices)                                   (Zip code)
                                                  First and Refunding Mortgage Bonds
                                                  (Title of the indenture securities)


Page 1


1.       General information.  Furnish the following information as to the trustee:

         (a)      Name and address of each examining or supervising authority to which it is subject.

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

                       Name                                                        Address
- ---------------------------------------------------------------- --------------------------------------------
        Comptroller of the Currency
        United States Department of the Treasury                 Washington, D.C. 20219

        Federal Reserve Bank                                     San Francisco, California 94105


        Federal Deposit Insurance Corporation                    Washington, D.C. 20429

        (b)     Whether it is authorized to exercise corporate trust powers.

         Yes.

2.       Affiliations with Obligor.

         If the obligor is an affiliate of the trustee, describe each such affiliation.

         None.

16.      List of Exhibits.

         Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit
         hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).

         1.  A copy of the articles of association of The Bank of New York Trust Company,  N.A.  (Exhibit 1 to Form T-1 filed with
             Registration Statement No. 333-121948).

         2.  A copy of  certificate  of  authority  of the  trustee  to  commence  business.  (Exhibit  2 to Form T-1  filed  with
             Registration Statement No. 333-121948).

         3.  A copy of the  authorization  of the trustee to exercise  corporate  trust powers.  (Exhibit 3 to Form T-1 filed with
             Registration Statement No. 333-121948).

         4.  A copy of the  existing  by-laws  of the  trustee.  (Exhibit  4 to Form T-1 filed  with  Registration  Statement  No.
             333-121948).



         6.  The consent of the  trustee  required by Section  321(b) of the Act.  (Exhibit 6 to Form T-1 filed with  Registration
             Statement No. 333-121948).

         7.  A copy of the latest  report of  condition of the Trustee published pursuant to law or to the  requirements of its
             supervising or examining authority.



Page 2



                                                               SIGNATURE


         Pursuant to the  requirements of the Act, the trustee, The Bank of New York Trust Company, N.A., a banking association
organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on
its behalf by the undersigned, thereunto duly authorized, all in The City of Chicago, and State of Illinois, on the 6th day of June,
2005.


                                                     THE BANK OF NEW YORK TRUST COMPANY, N.A.

                                                     By:  /S/  D.G. DONOVAN
                                                       ----------------------
                                                     Name:  D.G. DONOVAN
                                                     Title: VICE PRESIDENT




EXHIBIT 7

                                                  Consolidated Report of Condition of
                                               THE BANK OF NEW YORK TRUST COMPANY, N.A.
                                       of 700 S. Flower Street, 2nd Floor, Los Angeles, CA 90017

         At the close of business March 31, 2005, published in accordance with Federal regulatory authority instructions.


                                                                                                         Dollar Amounts
                                                                                                         in Thousands
                                                                                                                     -
ASSETS
- ------

Cash and balances due from
         depository institutions:
         Noninterest-bearing balances
           and currency and coin............................................................................. 9,100
         Interest-bearing balances.............................................................................   0
Securities:
         Held-to-maturity securities.............................................................................75
         Available-for-sale securities....................................................................   57,298
Federal funds sold and securities
         purchased under agreements to resell:
         Federal funds sold ...............................................................................  19,000
         Securities purchased under agreements to resell.....................................................95,000
Loans and lease financing receivables:
         Loans and leases held for sale...........................................................................0
         Loans and leases,
           net of unearned income........................................                         0
         LESS: Allowance for loan and
           lease losses......................................................                     0
         Loans and leases, net of unearned
           income and allowance ................................................................................  0
Trading assets.................................................................................................   0
Premises and fixed assets (including
         capitalized leases).............................................................................     3,876
Other real estate owned.....................................................................................      0
Investments in unconsolidated
         subsidiaries and associated
         companies...........................................................................................     0
Customers' liability to this bank
         on acceptances outstanding............................................................................   0
Intangible assets:
      Goodwill   ...........................................................................................240,005
      Other Intangible Assets ...............................................................................17,839
Other assets...............................................................................................  34,344
                                                                                                            -------
Total assets.............................................................................................. $476,537
                                                                                                           ========








LIABILITIES
- -----------

Deposits:
         In domestic offices..................................................................................7,502
         Noninterest-bearing........................................................................7,502
         Interest-bearing...............................................................................0
Not applicable
Federal funds purchased and securities
         sold under agreements to repurchase:
         Federal funds purchased..............................................................................    0
         Securities sold under agreements to repurchase........................................................   0
Trading liabilities..........................................................................................     0
Other borrowed money:
         (includes mortgage indebtedness
         and obligations under capitalized
         leases).......................................................................................      58,000
Not applicable
Bank's liability on acceptances
           executed and outstanding..........................................................................     0
Subordinated notes and debentures............................................................................     0
Other liabilities.........................................................................................   51,452
Total liabilities.......................................................................................   $116,954
                                                                                                            =======
Minority interest in consolidated subsidiaries...............................................................     0

EQUITY CAPITAL
- --------------

Perpetual preferred stock and related surplus.....................................................................0
Common stock...............................................................................................   1,000
Surplus.................................................................................................    294,125
Retained earnings.......................................................................................     64,622
Accumulated other comprehensive
         income................................................................................................(164)
                                                                                                               -----
Other equity capital components...................................................................................0
Total equity capital....................................................................................   $359,583
                                                                                                           --------
Total liabilities, minority interest, and equity capital..............................................     $476,537
                                                                                                          =========


..........I, Thomas J. Mastro, Comptroller of the above-named bank do hereby declare that this Report of Condition has been prepared
in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge
and belief.

..........Thomas J. Mastro  )        Comptroller


..........We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined
by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate
Federal regulatory authority and is true and correct.


..........Richard G. Jackson         )
..........Nicholas C. English        )       Directors
..........Karen B. Shupenko          )