SecProbe.io

Mail Stop 3561
     July 14, 2009
 Theodore F. Craver, Jr. Chairman of the Board President and Chief Executive Officer Edison International 2244 Walnut Grove Avenue  Rosemead, CA 91770
  Re: Edison International
   Form 10-K for Fiscal Year Ended December 31, 2008
   Filed March 2, 2009
Definitive Proxy Statement on Schedule 14A Filed March 13, 2009
   Form 10-Q for Fiscal Quarter Ended March 30, 2009 Filed May 8, 2009
   File No. 001-09936
   Southern California Edison
   Form 10-K for Fiscal Year Ended December 31, 2008    Filed March 2, 2009    Form 10-Q for Fiscal Quarter Ended March 30, 2009 Filed May 8, 2009
   File No. 001-02313
Dear Mr. Craver:

We have reviewed your filings and ha ve the following comments.  You should
comply with the comments in all future filings, as applicable.  Please confirm in writing that you will do so, and also explain to us in  detail sufficient for an understanding of your
disclosure how you intend to comply by providing us with your proposed revisions.  If you disagree, we will consider your explanation as to why our comments are inapplicable
or a revision is unnecessary.  Please be as detailed as necessary in your explanation.
After reviewing this information, we may raise additional comments.
 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We

Theodore F. Craver, Jr.
Edison International July 14, 2009
Page 2  welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Edison International

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

Item 9A. Controls and Procedures, page 51

1. We refer you to your response to comment  one in our letter dated August 9, 2007
submitted on August 30, 2007.  In the res ponse, you indicated that you intended
to disclose in future annual report fili ngs that (i) the scope of your evaluation of
internal control over financ ial reporting does not include an evaluation of internal
control over financial reporting for certain variable interest entities consolidated
pursuant to FIN 46(R) together with key s ub-totals such as total and net assets,
revenues and net income that  result from consolidation of such entities and (ii)
your conclusion regarding the effectivene ss of internal cont rol over financial
reporting does not extend to the internal c ontrols of such VIEs.  Please tell us why
you concluded the additional disclosures you intended to provide are not required.
Otherwise, please include the disclosures in future annual report filings.  Also,
please tell us whether the scope of your  evaluation of internal control over
financial reporting includes entities that  you proportionately consolidate.  If the
scope of your evaluation does not include proportionately consolidated entities, please provide similar disclosures in rega rd to those entities.  The additional
disclosures should also note that the fina ncial statements include the accounts of
certain entities consolidated pursuant to FIN 46(R) and/or accounted for via proportionate consolidation in accordance with EITF 00-1 but that management has been unable to assess the effectivene ss of internal control at those entities due
to the fact that you do not have  the ability to dictate or modify the controls of the
entities and do not have the ability, in pr actice, to assess those controls.  Please
refer to Questions 1 of “Frequently As ked Questions Regarding Management's
Report on Internal Control Over Financ ial Reporting and Certification of
Disclosure in Exchange Act Periodic  Reports” available on our website at
www.sec.gov/info/accountants/controlfaq.htm
.

Schedule II Valuation and Qu alifying Accounts, page 58

2. Please disclose the nature of amounts char ged to other accounts.  Refer to Rule
12-09 of Regulation S-X.
 Exhibit 12 – Computation of Ratios of Earnings to Fixed Charges and Preferred and
Preference Stock

3. Please show us your calculation of earnings for the most recent year in a format
that identifies each of the items in inst ruction (C) of Item 503(d) of Regulation S-

Theodore F. Craver, Jr.
Edison International July 14, 2009
Page 3
K.  In addition, tell us why your treatment of minority interest , equity in income
from equity investees and distributed in come from equity investees in your
earnings computations comply with the in structions to Item 503(d) Regulation S-
K.  In future filings please show your computations to derive income from continuing operations before fixed charge s and taxes starting with income from
continuing operations before tax and minority interest.

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

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

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

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

Critical Accounting Estimates and Policies, page 87

5. Please revise to describe the material implications of uncertainties  associated with
the methods, assumptions and estimate s underlying your critical accounting
measurements that have had or that you reasonably expect will have a material
impact on financial conditi on and operating performan ce and on the comparability
of reported information among periods.  Y our disclosures should supplement, not
duplicate, the accounting policies disclo sed in the notes to the financial
statements.  For example, you should analyze to the extent material, such factors
as how you arrived at each estimate, how accurate the estimate/assumption has
been in the past, how much  the estimate/assumption has changed in the past and
whether the estimate/assumption is reasonably likely to change in the future.  We
would expect you to provide quantitative as  well as qualitativ e disclosure when
quantitative information is reasonably availa ble and to provide greater insight into
the quality and variabilit y of information regardi ng financial condition and
operating performance.  Also, since each critical accounting estimate and related

Theodore F. Craver, Jr.
Edison International July 14, 2009
Page 4
assumptions are based on matters that ar e uncertain or difficult to measure, you
should analyze and disclose their specific  sensitivity to change, based on other
outcomes that are reasonably likely to o ccur and would have a material effect.
Please refer to Item 303(a)(3)(ii) of Re gulation S-K as well as the Commission’s
Guidance Regarding Management’s Disc ussion and Analysis of Financial
Condition and Results of Operations.
 Notes to Consolidated Financial Statements, page 125

 Note 1.  Summary of Accounting Policies, page 125

Earnings Per Share, page 128

6. Please clarify whether you allocate undi stributed earnings to the participating
securities for purposes of computing basic ea rnings per share.  Refer to Issue 3 of
EITF 03-6.  Please note any participant ri ghts that are continge nt or subject to
discretion should be disclo sed in accordance with pa ragraph 4 of SFAS 129.
Also, please tell us the nature of the adjustments related to assumed conversions
in the diluted earnings pe r share calculation.
 Note 4. Income Taxes, page 144

 Accounting for Uncertainty in Income Taxes, page 146

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

Note 5. Compensation and Benefit Plans, page 151

Stock-Based Compensation, page 158

8. We note your disclosure in the second  paragraph on page 139 that you have
issued restricted stock units since 2007.  Please tell us why you have not disclosed
the information in paragraph A240 of SFAS 123(R) for restricted stock units.
 Stock Options, page 158

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

Theodore F. Craver, Jr.
Edison International July 14, 2009
Page 5  Performance Shares, page 160

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

Note 6. Commitments and Contingencies, page 161

Lease Commitments, page 161

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

Other Commitments, page 163

12. Please tell us how you are accounting for the power purchase settlements with
qualifying facilities and th e basis in GAAP for your accounting treatment.  In
addition, please disclose the amount of QF  settlements for each year presented.
 Contingencies, page 167

Midwest Generation New Source Review  Notice of Violation, page 171

13. Please tell us whether you have agreed  to indemnify Commonwealth Edison for
liabilities, costs and expenses that may be  incurred in connection with the notice
of violation from US EPA received by Mi dwest Generation.  If so, tell us the
maximum amount of future payments you could be required to make under the indemnification and whether you have accrued a liability.
 Note 14. Variable Intere st Entities, page 185

Categories of Variable Interest Entities, page 186

14. Please explain to us in detail how you account for EME’s investments in wind projects under joint deve lopment agreements.  Please address whether you
account for the investments as debt or equity and the basis for your accounting treatment, how you allocate earnings to the minority interest holders and how you
apply the equity method in accounting for minority interest together with any
other information you deem necessary.
 Form 10-Q for Fiscal Quarter Ended March 30, 2009

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

Theodore F. Craver, Jr.
Edison International July 14, 2009
Page 6  Note 4. Income Taxes, page 20

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

Definitive Proxy Statement on Schedule 14A

Executive Compensation Program Objectives and Overview, page 20

17. We note here and in your discussion of long term incentives that you have set
your compensation for each named officer at approximately the median level for
that position among the peer group companie s.  Please expand your disclosure to
explain why the Compensation Committee determined to set executive compensation at the median level.
18. We note that the Compensation Committee selected, with some adjustments, the
Philadelphia Utility Index as your comp ensation peer group for 2008.  It appears
that you are benchmarking your executive compensation against this peer group.
Please identify the component companies fo r your peer group, pursuant to Item
402(b)(2)(xiv) of Regulation S-K.

Annual Bonuses, page 21

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

Theodore F. Craver, Jr.
Edison International July 14, 2009
Page 7  Stock Ownership of Directors and Executive Officers, page 60

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

Certain Relationships and Re lated Transactions, page 62

21. You mention here that the appropriate committee will review any related party
transaction that is required to be disc losed in your proxy.  Please revise this
discussion to provide additional information regarding your policies and procedures relating to the review and appr oval of such transactions, as required
pursuant to Item 404(b) of Regulation S-K.  In this regard, we note your statement that the disclosed transactions were comp arable to those that would have been
undertaken with nonaffiliated entities.  Pl ease indicate whether the related party
transactions you describe were reviewed  in accordance with your policy and, if
not, state why they did no t require such review.
 Southern California Edison

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

Item 9A. Controls and Procedures, page 20

22. We note that the scope of your evaluati on of internal control over financial
reporting does not include an evaluati on of internal control over financial
reporting for certain variable interest enti ties consolidated pursuant to FIN 46(R).
In future filings please disclose key s ub-totals such as total and net assets,
revenues and net income that  result from consolidation of such entities and that
your conclusion regarding the effectivene ss of internal cont rol over financial
reporting does not extend to the internal c ontrols of such VIEs.  Also, please tell
us whether the scope of your evaluation of internal control over financial
reporting includes entities that you proportiona tely consolidate.  If the scope of
your evaluation does not include proportiona tely consolidated entities, please
provide similar disclosures in regard to those entities.  The additional disclosures
should also note that the fi nancial statements include  the accounts of certain
entities consolidated pursuant to FIN 46(R) or accounted for via proportionate consolidation in acco