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        eixcorresp08302007

August 30, 2007

Mr. William Thompson
Branch Chief
Division of Corporation Finance
United States Securities and Exchange Commission
Washington, D.C. 20549-3561

Dear Mr. Thompson:

This letter is submitted on behalf of Edison International and Southern California Edison
Company (SCE) in response to comments from the staff of the Division of Corporation Finance
of the Securities Exchange Commission (the Commission) with respect to the companies' (1)
Form 10-K for fiscal year ended December 31, 2006, and Form 10-Q for fiscal quarter ended
March 31, 2007, as set forth in your letter to Ms. Linda G. Sullivan, Vice President and
Controller, dated August 9, 2007.

For reference purposes, the text of your letter has been reproduced in this letter, with
our responses appearing below each numbered comment.

Edison International

Form 10-K for Fiscal Year Ended December 31, 2006

Controls and Procedures, page 53

1.    We note the disclosure on page 21 of SCE's December 31, 2006 Form 10-K that SCE has
      not designed, established or maintained internal control over financial reporting for
      four consolidated variable interest entities (VIEs) and that SCE's evaluation of
      internal control over financial reporting did not include these VIEs.  Please tell us
      whether you included such VIEs in your evaluation of internal control over financing
      reporting.  If not, please disclose that you have not evaluated the internal controls
      of the VIEs and that your conclusion regarding effectiveness of your internal control
      over financial reporting does not extend to the controls of the VIEs.  Also disclose
      any key sub-totals, such as assets, revenues and net income that result from
      consolidation of entities whose internal controls have not been assessed.  See
      Question 1 of "Management's Report on Internal Control over Financial Reporting and
      Certification of Disclosure in Exchange Act Periodic Reports Frequently Asked
      Questions," available on our website at www.sec.gov.

      Response:  Edison International has not designed, established or maintained internal
      control over financial reporting for the four consolidated VIEs - Kern River,
      Midway-Sunset, Sycamore and Watson - and our conclusion regarding the effectiveness
      of internal control over financial reporting did not extend to the internal controls
      of these VIEs because, when taken as a whole considering location scoping and
      significant accounts analysis for each individual project, it

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      was not material at the Edison International level, which was the level that
      management was required to provide an internal control assessment in 2006.

      Edison International will include a disclosure in its Annual Report on Form 10-K
      regarding the conclusion that its internal control assessment does not include an
      evaluation of internal control over financial reporting for the VIEs and that the
      conclusion regarding the effectiveness of internal control over financial reporting
      does not extend to the controls of the VIEs, as well as disclosure of key subtotals,
      as appropriate.

      SCE was not required to perform an internal control assessment over financial
      reporting nor include a disclosure regarding the effectiveness of internal control
      over financial reporting in 2006 due to SCE being a non-accelerated filer.  As SCE
      did not have legal, contractual or other rights to design, establish, maintain or
      evaluate the effectiveness of internal controls over financial reporting for these
      VIEs, SCE was unable to conclude as to whether there have been any material changes
      in internal control over financial reporting.  Appropriate disclosure has been made
      under Item 9A in SCE's 2006 Annual Report on Form 10-K on this basis. Due to the
      requirements to evaluate the effectiveness of internal controls over financial
      reporting for non-accelerated filers, effective in 2008, SCE will include the same
      disclosures referenced above for Edison International in the SCE Annual Report on
      Form 10-K, as appropriate.

Exhibit 12 - Computation of Ratios of Earnings to Fixed Charges and Preferred and
Preference Stock

2.    Please provide us with a reconciliation of the line item "income from continuing
      operations before fixed charges and taxes" to your income statement.  Additionally,
      please consider revising your computation in future filings to clearly disclose how
      you derived earnings, as that term is defined in Item 503(d) of Regulation S-K.

      Response:  A reconciliation for Edison International's and SCE's line item "income
      from continuing operations before fixed charges and taxes" to the income statement
      has been provided in Attachment A.  Edison International and SCE will include similar
      reconciliations as part of the computation of ratio of earnings to fixed charges and
      preferred and preference stock in both Edison International's and SCE's 2007 Annual
      Report on Form 10-K and prospectively.

Exhibit 13 - 2006 Annual Report

Management's Discussion and Analysis of Financial Condition and Results of Operations, page
5

Results of Operations and Historical Cash Flow Analysis, page 51

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3.    We note your presentation of basic earnings per share by subsidiary, which represent
      non-GAAP financial measures.  Please disclose how these measures are used by
      management and in what way they provide meaningful information to investors.
      Additionally, please identify these per share measures as non-GAAP measures of
      performance and disclose that the non-GAAP measures should not be considered as an
      alternative to earnings per share determined in accordance with GAAP as an indicator
      of operating performance.  Refer to Item 10(e)(1)(i) of Regulation S-K and Question
      11 of our "Frequently Asked Questions Regarding the Use of Non-GAAP Measures,"
      available on our website at www.sec.gov.

      Response: Basic earnings per share is a recognized financial measure used by
      investors to evaluate performance as it relates to profitability. Edison
      International's management uses earnings per share by principal operating subsidiary
      for financial planning and analysis of performance.  Edison International also uses
      these financial measurements as a primary performance measurement when communicating
      with analysts and investors.  Edison International's management believes that the
      presentation of earnings per share contributed by its principal operating
      subsidiaries provides additional useful information regarding each subsidiary's
      relative contribution to Edison International's consolidated earnings per share.

      The principal operating subsidiary basic earnings per share is based on the principal
      operating subsidiary net income and Edison International's weighted average
      outstanding common shares. The impact of participating securities for each principal
      operating subsidiary is not material to each principal operating subsidiary's basic
      earnings per share amount and is therefore reflected in the caption "Edison
      International (parent) and other."  The impact of participating securities reduced
      Edison International's basic earnings per share by about 1%.  The tabular
      presentation provided on page 51 reconciles the principal operating subsidiary basic
      earnings per share measures to Edison International's consolidated basic earnings per
      share measure.

      In future filings, Edison International will identify these subsidiary earnings per
      share measures as non-GAAP measures of performance and provide disclosure indicating
      the reasons Edison International's management believes these measures provide useful
      information to investors regarding it results of operations and that these non-GAAP
      measures should not be considered as alternatives to the consolidated basic earning
      per share measure, which is determined in accordance with generally accepted
      accounting principles.

Commitments, Guarantees and Indemnities, page 73

4.    Please revise your table of contractual obligations to include other long-term
      liabilities reflected on your balance sheet, as applicable.  See Item 303(a)(5) of
      Regulation S-K.

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      Response:  Edison International has a process in place in which all other long-term
      liabilities are reviewed each reporting period to ensure appropriate disclosure.
      Edison International believes that all other long-term liabilities that meet the
      disclosure requirements of Regulation S-K, Item 303(a)(5) are properly included in
      the table of contractual obligations. Other long-term liabilities that do not meet
      the disclosure requirements of Regulation S-K, Item 303(a)(5) are disclosed as
      guarantees, indemnities, or environmental matters, as appropriate. Edison
      International will continue to review all other long-term liabilities each reporting
      period and will include other long-term liabilities in the table of contractual
      obligations or provide a cross reference to other disclosures, as appropriate.

Consolidated Statements of Changes in Common Shareholders' Equity, Page 98

5.    Please explain to us why it is appropriate to record proceeds from stock option
      exercises in retained earnings rather than common stock.

      Response: As disclosed in the policy for stock based compensation set forth in Note
      1, Significant Accounting Policies in both Edison International's and SCE's
      consolidated financial statements included in their Annual Reports on Form 10-K,
      Edison International does not issue new common stock for stock option exercises.
      Rather, an independent third party is used to facilitate the exercise of stock
      options. After a stock option exercise, the independent third party purchases Edison
      International stock in the open market and is reimbursed by Edison International for
      the cost of shares purchased.  The shares are never registered in Edison
      International's name nor retired as a result of the transactions.

      Edison International is incorporated in California and is not able to hold treasury
      stock.  California corporate law provides that when a California corporation
      purchases or otherwise acquires its own shares, those shares are restored to the
      status of authorized but unissued shares (eliminating treasury shares). The
      accounting for this transaction, however, is analogous to a non-California company
      with treasury stock that has a policy of purchasing shares delivered upon a stock
      option exercise in the open market to prevent dilution. In that case, when an option
      is exercised, such company would be able to deliver shares out of treasury stock and
      record the transaction by debiting cash and crediting treasury stock. Any loss or
      gain on the re-issuance of the treasury shares would be recorded as a charge or
      credit to retained earnings. Subsequently, such company would purchase shares in the
      open market to replace those shares and would credit cash and debit treasury stock.
      The net effect of these transactions would impact retained earnings for the difference
      between the option exercise price and the market price of the stock.

      The substance of the above treasury stock transaction and Edison International's use
      of an independent third party to facilitate the settlement of stock option

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      exercises are essentially the same except that Edison International does not have
      treasury stock.  The net effect of Edison International's reimbursement to the
      independent third party for the settlement of stock option exercises and the receipt
      of the option exercise price is a charge to retained earnings.

      Edison International elects to present the gross components in the Consolidated
      Statement of Changes in Common Shareholders' Equity in the captions "Shares purchased
      for stock-based compensation" (representing the cost to reimburse the independent
      third party for Edison International stock purchased on the open market) and
      "Proceeds from stock option exercise" to ensure full disclosure.

Note 1. Summary of Significant Accounting Policies, page 100

Earnings Per Share, page 103

6.    For each period for which an income statement is presented, please provide a
      reconciliation of the numerators and denominators of the basic and diluted per-share
      computations for income from continuing operations.  Additionally, disclose the
      amount of securities that could potentially dilute basic earnings per share in the
      future that were not included in the computation of diluted earnings per share
      because to do so would have been antidilutive for the periods presented.  Refer to
      paragraph 40 of SFAS 128.

      Response:  Attachment B provides a reconciliation of the numerators and denominators
      of the basic and diluted per-share computation for income from continuing operations
      for each period for which an income statement is presented.

      The impact of the two-class method in computing basic earnings per share resulted in
      the numerator being reduced by the adjustment for dividend equivalents on vested
      stock options (participating share dividends), resulting in a decrease to basic
      earnings per share.  This earnings allocation method is different than the
      calculation of diluted earnings per share which reflects all dilutive securities in
      the numerator and denominator (as disclosed) and assumes that the participating
      securities were converted to common stock. For the year-ended 2006, the diluted
      earnings per share amount was greater than the basic earnings per share amount mainly
      due to the participating securities having a greater impact on basic earning per
      share than on diluted earnings per share. As a result, Edison International disclosed
      a diluted earnings per share amount equal to the basic earnings per share amount.
      Edison International did not have any other securities that could potentially dilute
      basic earnings per share in the future that were not included in the computation of
      diluted earnings per share.

      Edison International will include additional disclosure to clarify this antidilution
      effect in Edison International's consolidated financial statements, as well as disclosure
      of the amount of securities that could potentially dilute basic earnings per share in the
      future that were not included in the computation of diluted earnings per share because to
      do so would have been antidiultive for the periods presented, prospectively, as
      appropriate.

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Property and Plant, page 107

Nonutility Property, page 108

7.    Please explain to us why it is appropriate to amortize acquired emission allowances
      over the estimated lives of the plants rather than to amortize them as used to
      generate power.

      Response:  The following background information is provided below related to our
      accounting for emission allowances:

      In 1999, Midwest Generation acquired the Illinois plants from Commonwealth Edison, a
      subsidiary of Exelon Corporation (Exelon).  In a letter dated August 12, 2000, EME
      requested the SEC Staff's concurrence with its conclusion that Midwest Generation's
      acquisition of the Illinois plants did not constitute the acquisition of a business
      for which financial statements under Rule 3-05 of Regulation S-X would be required.
      In a l