SecProbe.io

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 CORRESP

 December 4, 2025
 Securities and Exchange Commission Office of Mergers &
Acquisitions Division of Corporation Finance 100 F Street,
NE Washington, DC 20549-7553 Attention: Perry Hindin
 Re: Edison International Schedule TO-I filed November 20, 2025 File No. 005-41447
 Ladies and Gentlemen: We, Edison International (the
“Company”), are submitting this letter in response to the below comments from the staff (the “Staff”) of the Securities and Exchange Commission contained in its letter dated December 2, 2025, relating to the above
referenced Schedule TO-I filed on November 20, 2025, as subsequently amended. Cautionary Note
Regarding Forward-Looking Statements, page iii

 1.
 Refer to the disclosure on page iii indicating that “[t]his Offer to Purchase and the documents it
incorporates by reference contain “forward-looking statements” within the meaning of Private Securities Litigation Reform Act of 1995 and that “we are not obligated to publicly update or revise forward-looking statements.” We
remind you that the safe harbor protections for forward-looking statements contained in the federal securities laws do not apply to statements made in connection with a tender offer. See Section 21E(b)(2)(C) of the Exchange Act and Question
117.05 of the Going Private Transactions, Exchange Act Rule 13e-3 and Schedule 13E-3 Compliance and Disclosure Interpretations (January 26, 2009) available at
www.sec.gov. We also remind you of the registrant’s obligations under Exchange Act Rule 13e-3(c)(2), (d)(2) and (e)(3). Please revise the aforementioned disclosure accordingly.
 The disclosure has been revised on page iii and v in response to the Staff’s comment.
 Section 6 - Conditions to the Offers, page 11

 2.
 A tender offer may be conditioned on a variety of events and circumstances if they are not within the direct
or indirect control of the offeror. The conditions also must be drafted with sufficient specificity to allow for objective verification that the conditions have been satisfied. Refer to Question 101.01 of the Tender Offer Rules and Schedules
Compliance and Disclosure Interpretations (March 17, 2023). Please revise the following conditions so that they are objectively determinable.

 •

 “there shall have been threatened , instituted or pending any action or proceeding
by any government or governmental, regulatory or administrative agency, authority or tribunal or any other person, domestic or foreign, before any court, authority, agency or tribunal that directly or indirectly challenges the making of the Offers,
the acquisition of some or all of the Securities under the Offers or otherwise relates in any manner to the Offers...;”

 •

 “there shall have been any action threatened , instituted, pending or taken, or
approval withheld, or any statute, rule, regulation, judgment, order or injunction threatened...;” and

 •

 “in the Company’s reasonable judgment, there has occurred any of the following...any
 significant changes in the prices for the Securities.” The disclosure has been revised on
page 11 in response to the Staff’s comment. If you have questions with respect to the responses set forth above, please contact David Lopez of
Cleary Gottlieb Steen & Hamilton LLP at (212) 225-2632 or me at (626) 302-3476.

 Very truly yours,

 /s/ Kathleen Brennan de Jesus

 Kathleen Brennan de Jesus
 cc: David Lopez Cleary
Gottlieb Steen & Hamilton LLP

December 2, 2025
Kathleen Brennan de Jesus, Esq.
Senior Attorney
Edison International
2244 Walnut Grove Avenue
P.O. Box 800
Rosemead, California 91770
Re:Edison International
SC TO-I filed November 20, 2025
File No. 005-41447
Dear Kathleen Brennan de Jesus Esq.:
            We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us
as soon as possible when you will respond. If you do not believe our comments apply to your
facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Schedule TO-I filed November 20, 2025
Cautionary Note Regarding Forward-Looking Statements, page iii
1.Refer to the disclosure on page iii indicating that “[t]his Offer to Purchase and the
documents it incorporates by reference contain "forward-looking statements" within
the meaning of Private Securities Litigation Reform Act of 1995 and that "we are not
obligated to publicly update or revise forward-looking statements." We remind you
that the safe harbor protections for forward-looking statements contained in the
federal securities laws do not apply to statements made in connection with a tender
offer. See Section 21E(b)(2)(C) of the Exchange Act and Question 117.05 of
the Going Private Transactions, Exchange Act Rule 13e-3 and Schedule 13E-
3 Compliance and Disclosure Interpretations (January 26, 2009) available
at www.sec.gov. We also remind you of the registrant's obligations under Exchange
Act Rule 13e-3(c)(2), (d)(2) and (e)(3). Please revise the aforementioned disclosure
accordingly.

December 2, 2025
Page 2
Conditions of the Offers, page 11
2.A tender offer may be conditioned on a variety of events and circumstances if they
are not within the direct or indirect control of the offeror. The conditions also must
be drafted with sufficient specificity to allow for objective verification that the
conditions have been satisfied. Refer to Question 101.01 of the Tender Offer Rules
and Schedules Compliance and Disclosure Interpretations (March 17, 2023). Please
revise the following conditions so that they are objectively determinable.
•“there shall have been  threatened , instituted or pending any action or proceeding
by any government or governmental, regulatory or administrative
agency, authority or tribunal or any other person, domestic or foreign, before any
court, authority, agency or tribunal that directly or indirectly challenges
the making of the Offers, the acquisition of some or all of the Securities under the
Offers or otherwise relates in any manner to the Offers...;”
•“there shall have been any action threatened , instituted, pending or taken, or
approval withheld, or any statute, rule, regulation, judgment, order or
injunction threatened...;” and
•“in the Company’s reasonable judgment, there has occurred any of the
following...any significant changes in the prices for the Securities.”
            We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.
            Please direct any questions to Perry Hindin at 202-551-3444.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions
cc:David Lopez

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 November 1, 2023

Securities and Exchange Commission

 Office of Mergers &
Acquisitions

 Division of Corporation Finance

 100 F Street,
NE

 Washington, DC 20549-7553

 Attention: David Plattner and
Brian Soares

 Re: Edison International

 Schedule TO-I/A filed October 25, 2023

 File No. 005-41447

Ladies and Gentlemen:

 We, Edison International (the
“Company”), are submitting this letter in response to the below comments from the staff (the “Staff”) of the Securities and Exchange Commission contained in its letter dated October 26, 2023, relating to the above referenced
Schedule TO-I/A filed on October 25, 2023.

 Important, page i

1.
 We note your response to prior comment 1 and your revised disclosure that “the Company intends to
issue new securities that will be assigned a similar amount of equity content as is assigned to any repurchased securities in order to maintain the Company’s balance sheet strength.” Please expand your response to describe any planned
issuances of securities, with a view to explaining more specifically (beyond “maintaining the balance sheet”) why the Company is repurchasing these securities with the intent to issue “a similar amount of equity content”
thereafter. Refer to paragraphs (a) and (c) of Item 1006 of Regulation MA.

 The disclosure has been revised
on pages i, 2, 3, 9, and 15 in response to the Staff’s comment.

 If you have questions with respect to the responses set forth above, please contact
David Lopez of Cleary Gottlieb Steen & Hamilton LLP at (212) 225-2632 or me at (626) 302-3476.

Very truly yours,

/s/ Kathleen Brennan de Jesus

Kathleen Brennan de Jesus

 cc: David Lopez

 Cleary
Gottlieb Steen & Hamilton LLP

United States securities and exchange commission logo
October 26, 2023
Kathleen Brennan de Jesus
Senior Attorney
Edison International
2244 Walnut Grove Avenue (P.O. Box 800)
Rosemead, California 91770
Re:Edison International
Schedule TO-I/A filed October 25, 2023
File No. 005-41447
Dear Kathleen Brennan de Jesus:
            We have reviewed your October 25, 2023 response to our comment letter and your
amended filing and have the following additional comment.  Please respond to this comment by
providing the requested information or advise us as soon as possible when you will respond. If
you do not believe our comment applies to your facts and circumstances, please tell us why in
your response.  After reviewing your response to this comment, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
October 20, 2023 letter.
Schedule TO-I/A filed October 25, 2023; Offer to Purchase
Important, page i
1.We note your response to prior comment 1 and your revised disclosure that "the Company
intends to issue new securities that will be assigned a similar amount of equity content as
is assigned to any repurchased securities in order to maintain the Company’s balance sheet
strength." Please expand your response to describe any planned issuances of securities,
with a view to explaining more specifically (beyond "maintaining the balance sheet") why
the Company is repurchasing these securities with the intent to issue "a similar amount of
equity content" thereafter. Refer to paragraphs (a) and (c) of Item 1006 of Regulation M-
A.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

 FirstName LastNameKathleen Brennan de Jesus
 Comapany NameEdison International
 October 26, 2023 Page 2
 FirstName LastName
Kathleen Brennan de Jesus
Edison International
October 26, 2023
Page 2

            Please direct any questions to Brian Soares at 202-551-3690 or David Plattner at 202-
551-5094.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

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 October 25, 2023

Securities and Exchange Commission

 Office of Mergers &
Acquisitions

 Division of Corporation Finance

 100 F Street,
NE

 Washington, DC 20549-7553

 Attention: Christina Chalk and
Brian Soares

 Re: Edison International

 Schedule TO-I filed October 11, 2023

 File No. 005-41447

Ladies and Gentlemen:

 We, Edison International (the
“Company”), are submitting this letter in response to the below comments from the staff (the “Staff”) of the Securities and Exchange Commission contained in its letter dated October 20, 2023, relating to the above referenced
Schedule TO-I filed on October 11, 2023, as subsequently amended.

 Important, page i

1.
 Please revise to explain what you mean by this statement: “In any case, the Company intends to
replace the equity content of any repurchased securities.” In addition, in an appropriate section of the Offer to Purchase, explain why the Company intends to do so.

The disclosure has been revised on pages i, 2 and 15 in response to the Staff’s comment.

Section 6 - Conditions to the Offers, page 13

2.
 We note the disclosure on page 14 of a condition that will be triggered by, “in the Company’s
reasonable judgment [...] any change in tax law that would materially change the tax consequences of the Offers.” Please revise to clarify whether this refers to a material change to the tax consequences to the Company, securityholders, or
both, and to explain what would be considered a material change to the tax consequences of the Offers.

 The
disclosure has been revised to delete this condition on page 14 in response to the Staff’s comment.

3.
 In the seventh bullet point on page 14, briefly explain the reference to minimum or maximum price limits
on prices for securities trading on a U.S. national securities exchange, or delete.

 The disclosure has been
revised on page 14 in response to the Staff’s comment. The revised disclosure referencing “a limitation on prices for securities trading on any U.S. national securities” refers to limitations on prices triggered by, for example, the
NYSE’s “Limit Up/Limit Down” plan or Nasdaq’s “Limit Up-Limit Down” mechanism.

 If
you have questions with respect to the responses set forth above, please contact David Lopez of Cleary Gottlieb Steen & Hamilton LLP at (212) 225-2632 or me at (626)
302-3476.

 Very truly yours,

 /s/ Kathleen Brennan de Jesus

 Kathleen Brennan de Jesus

 cc: David Lopez

 Cleary
Gottlieb Steen & Hamilton LLP

United States securities and exchange commission logo
October 20, 2023
Kathleen Brennan de Jesus
Senior Attorney
Edison International
2244 Walnut Grove Avenue (P.O. Box 800)
Rosemead, California 91770
Re:Edison International
Schedule TO-I filed October 11, 2023
File No. 005-41447
Dear Kathleen Brennan de Jesus:
            We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Defined terms used here have the same meaning as in the offer materials.
Schedule TO-I filed October 11, 2023; Offer to Purchase
Important, page i
1.Please revise to explain what you mean by this statement:  "In any case, the Company
intends to replace the equity content of any repurchased securities."  In addition, in an
appropriate section of the Offer to Purchase, explain why the Company intends to do so.
Section 6 - Conditions to the Offers, page 13
2.We note the disclosure on page 14 of a condition that will be triggered by, "in the
Company’s reasonable judgment [...] any change in tax law that would materially change
the tax consequences of the Offers." Please revise to clarify whether this refers to a
material change to the tax consequences to the Company, securityholders, or both, and to
explain what would be considered a material change to the tax consequences of the Offers.

 FirstName LastNameKathleen Brennan de Jesus
 Comapany NameEdison International
 October 20, 2023 Page 2
 FirstName LastName
Kathleen Brennan de Jesus
Edison International
October 20, 2023
Page 2

3.In the seventh bullet point on page 14, briefly explain the reference to minimum or
maximum price limits on prices for securities trading on a U.S. national securities
exchange, or delete.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Brian Soares at 202-551-3690 or Christina Chalk at 202-
551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

August 22, 2013

Via E -mail
Mark C. Clarke
Vice President & Controller
Edison International
P.O. Box 976
Rosemead, California 91770

Re: Edison International
 Form 10-K for Fiscal Year Ended December 31, 2012
Filed February 26, 2013
File No. 1 -9936

Dear Mr. Clarke :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all per sons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounti ng Branch Chief

cc:  W. James Scilacci
 Chief Financial Officer

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		SEC Correspondence August 16, 2013

 August 16, 2013

William H. Thompson

Accounting Branch Chief

Division of Corporate Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington D.C. 20549-3561

Re: Edison International

Form 10-K for Fiscal Year Ended December 31, 2012

Filed February 26, 2013

File No. 1-9936

Dear Mr. Thompson:

This letter is submitted on behalf of Edison International in response to comments from the staff of the Division of Corporate Finance ("Staff") of the Securities and Exchange Commission ("Commission") with respect to our Form 10-K for the fiscal year ended December 31, 2012 ("2012 Form 10-K"), as set forth in your letter to me dated July 10, 2013.

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

Item 8. Financial Statements and Supplementary Data, page 52

Consolidated Financial Statements, page 52

Consolidated Statements of Income, page 56

1. Please explain why the income tax benefit from discontinued operations for the year ended December 31, 2012 disclosed in the table of the components of income tax expense (benefit) at the top of page 88 in Note 7 does not equal the difference between the loss before income taxes disclosed in the table of summarized results of discontinued operations on page 126 in Note 17 and the loss from discontinued operations, net of tax, reported in the consolidated statement of income.

Response:

In preparing Note 17 to the consolidated financial statements, we made a clerical error in reporting the loss before income taxes as disclosed in the table of summarized results of discontinued operations on page 126.  The loss before income taxes should have been $2,235 million or $222 million higher than we reported in the footnote.  The error did not impact the amounts reported in the consolidated income statement as the net loss from discontinued operations ($1,686 million) on page 56 of our Form 10-K is correct.  We note that the amount reported as a loss from discontinued operations before income taxes in Note 7 on page 87 was correct and the difference between the loss from discontinued operations before income taxes disclosed in this table and the loss from discontinued operations, net of tax, reported in the consolidated statement of income equals the income tax benefit from discontinued operations disclosed at the top of page 88 in Note 7.

Edison International will revise the loss from discontinued operations before income taxes in Note 17 (or the equivalent disclosure) in our 2013 Report on Form 10-K.  We have evaluated the error under the guidance included in Staff Accounting Bulletin No. 99 and do not believe that such error is material to the consolidated financial statements.

1

William H. Thompson

Accounting Branch Chief

Division of Corporate Finance

United States Securities and Exchange Commission

Consolidated Statements of Cash Flows, page 60

2. Please show us how to reconcile the amounts reported as deferred income taxes and investment tax credits for each year presented to the amounts of deferred income tax expense (benefit) from continuing operations disclosed in the table of the components of income tax expense (benefit) at the top of page 88 in Note 7 and describe the reconciling items.

The following table reconciles the amounts reported as deferred income taxes and investment tax credits set forth in our cash flow statements for each of the three year periods ended December 31, 2012, 2011 and 2010 with the amounts presented as deferred income tax provision from continuing operations disclosed in Note 7 at the top of page 88:

(in millions)

 2012

 2011

 2010

Deferred income taxes and investment tax credits per cash flow statement

 $

 141

 $

 708

 $

 966

Items not affecting deferred income tax expense:

Balance Sheet adjustments

 Note 1

 (4

 )

 30

 (391

 )

Classification of net operating loss benefits realized by discontinued operations

 Note 2

 125

 —

 —

Intercompany transfer of deferred income taxes on retirement liabilities

 Note 3

 16

 —

 —

Correction to amounts reported as deferred income tax expense

 Note 4

 (11

 )

 29

 7

Deferred tax expense as report in Note 7 - Income Taxes

 $

 267

 $

 767

 $

 582

Explanatory notes:

Note 1:

 In preparing the consolidated statements of cash flow, Edison International completed an analysis of changes in balance sheet accounts and reflected the changes in such accounts in various line items in the cash flow statement, including deferred income taxes and investment tax credits.  Unless material, non-cash journal entries are not eliminated, but rather flow through the respective line items within operating activities in the cash flow statements.  Accordingly, the Company's cash flow statements for 2012, 2011 and 2010 include reclassifications within operating activities impacting the deferred income taxes and investment tax credits line with offsets to other line items, primarily other liabilities. Total cash flows from operating activities are correct for all years presented. Included in these balance sheet adjustments are reclassifications which impacted deferred income tax assets and liabilities that do not impact deferred income tax expense, such as: amounts reflected in accumulated other comprehensive income and adjustments to uncertain tax positions in 2010 through 2012, the most significant occurring in 2010.

In 2010, Edison International made adjustments between long-term liabilities related to uncertain tax positions and deferred income taxes in the consolidated balance sheet.  The reclassification of these balance sheet line items resulted from re-measurement of temporary items primarily related to uncertain tax positions following settlement of open items with tax authorities.  These 2010 reclassification adjustments were primarily reflected in the change in deferred income taxes and investment tax credits in the consolidated statements of cash flow with an offset to changes in other long-term liabilities. These settlements are disclosed in Note 7 - Income Taxes on page 91. There was no impact on the amounts reported as net cash provided by operating activities in the statement of cash flows. These balance sheet adjustments did not affect current or deferred income tax expense as reported in the income tax footnote as the temporary differences giving rise to the uncertain tax positions arose during previous periods.

2

William H. Thompson

Accounting Branch Chief

Division of Corporate Finance

United States Securities and Exchange Commission

Note 2:

 In preparing the components of income tax expense as presented in Note 7 - Income Taxes on page 88, Edison International did not have a current income tax expense from continuing operations since the companies that comprise continuing operations had a net operating loss for 2012 and Edison International had net operating loss carryforwards as of the end of 2012 that were reflected in the balance sheet as part of deferred income taxes. No carrybacks were available to Edison International as all carrybacks were utilized in prior years.  These deferred income tax assets are disclosed in Note 7 on the table in page 88.

Edison International has tax allocation and payment agreements with its subsidiaries which are disclosed in Note 1 on page 75.  These agreements govern the allocation of income taxes among subsidiaries.  Although Edison International deconsolidated its subsidiary, Edison Mission Energy (“EME”), for accounting purposes, EME is still included in Edison International's consolidated 2012 federal tax return (also disclosed in Note 1).  EME is part of Edison International's discontinued operations.

In preparing the cash flow statement, Edison International reflected intercompany cash flows between continuing and discontinued operations under intercompany tax sharing agreements.  Accordingly, tax payments received by EME during 2012 for utilization of their net operating losses was reflected as part of cash flow from discontinued operations with an offset shown in continuing operations resulting from tax payments made by a subsidiary (Edison Capital) that was classified as part of continuing operations.  As a result of realization of net operating losses of discontinued operations through intercompany tax allocation agreements, a reconciling item is required.

Note 3:

 In March 2012, Edison International agreed to assume the liabilities for active employees of all subsidiaries under specified plans related to executive deferred compensation and executive postretirement benefits. In consideration for such assumption, EME and its subsidiaries paid $25 million (the after-tax amount of such liabilities as of March 1, 2012) to Edison International.  The gross amount of the retirement liabilities assumed was $41 million with a deferred tax benefit of $16 million.  The transfer of the retirement liabilities and related deferred income taxes was a balance sheet entry that did not impact deferred tax expense.  In preparing the 2012 cash flow statement, such transfer of liabilities and related cash was reflected in both continuing operations by Edison International and discontinued operations (EME).

A reconciling item is required to exclude this amount from the change in deferred taxes reflected on the balance sheet as this item did not affect deferred tax expense.

Note 4:

 As part of the reconciliation of the amounts reported as deferred income taxes and investment tax credits for each year presented in the consolidated statements of cash flow to the amounts of deferred income tax expense (benefit) from continuing operations disclosed in the income tax footnote, we noted a number of immaterial clerical errors that should have been adjusted between the current and deferred income tax expense in the income tax footnote.

As indicated in the above table and described in Explanatory Note 4, the amount of deferred income tax expense from continuing operations included clerical errors between the current and deferred income tax expense, but did not impact the total tax expense (benefit) as reported in the consolidated income statement.  Additionally, as described in Explanatory Note 1, certain non-cash journal entries impacting deferred income taxes with offsets to other balance sheet accounts were not eliminated, but rather flowed through the respective line items within operating activities in the cash flow statements. We have evaluated the errors under the guidance included in Staff Accounting Bulletin No. 99 and do not believe that such errors are material to the consolidated financial statements.

3

William H. Thompson

Accounting Branch Chief

Division of Corporate Finance

United States Securities and Exchange Commission

In connection with our response to the comments of the Staff set forth herein, we acknowledge that:

•

 Edison International is responsible for the adequacy and accuracy of the disclosure in its filings;

•

 Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 Edison International may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should you have any questions or comments on the above responses, please advise us by letter or by calling me at (626) 302-2278 or via email at mark.clarke@edisonintl.com.

Sincerely,

/s/ Mark C. Clarke

Vice President & Controller

Edison International

cc:

Adam Phippen

Staff Accountant

W. James Scilacci

Senior Vice President and Chief Financial Officer

Edison International

4

July 10, 2013

Via E -mail
Mark C. Clarke
Vice President &  Controller
Edison International
P.O. Box 976
Rosemead, California 91770

Re: Edison International
 Form 10-K for Fiscal Year Ended December 31, 2012
Filed February 26, 2013
File No. 1 -9936

Dear Mr. Clarke :

We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend  to expand our
review to ot her portions of your documents.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing,  by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your res ponse.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Item 8. Financial Statements and Supplementary Data, page 52

Consolidated Financial Statem ents, page 52

Consolidated Statements of Income, page 56

1. Please explain why the income tax benefit from discontinued operations for the year
ended December 31, 2012 disclosed in the table of the components of income tax
expense (benefit) at the top of pa ge 88 in Note 7 does not equal the difference between
the loss before income taxes disclosed in the table of summarized results of discontinued
operations on page 126 in Note 17 and the loss from discontinued operations, net of tax,
reported in the consoli dated statement of income.

Mark C. Clarke
Edison International
July 10, 2013
Page 2

 Consolidated Statements of Cash Flows, page 60

2. Please show us how to reconcile the amounts reported as deferred income taxes and
investment tax credits for each year presented to the amounts of deferred income tax
expense (ben efit) from continuing operations disclosed in the table of the components of
income tax expense (benefit) at the top of page 88 in Note 7 and describe the reconciling
items.

We urge all persons who are responsible for the accuracy and adequacy of the disc losure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Adam Phippen, Staff Accountant , at (202) 551 -3336  or me at (202)
551-3344  if you have questions regarding our comments or any other questions.

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch Chief

cc:  W. James Scilacci
 Chief Financial Officer

July 17, 2012

Via E -mail
Mark C. Clarke
Vice President and Controller
Edison International
2244 Walnut Grove Avenue
P.O. Box 976
Rosemead, California 91770

Re: Edison International
 Form 10-K for Fiscal Year Ended December 31, 2011
Filed February 29, 2012
File No. 1 -9936

Dear Mr. Clarke :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We u rge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch Chief

cc:  W. James Scilacci
 Chief Financial Officer

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		Correspondence

Mr. William Thompson

Accounting Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

July 13, 2013

Page 3

July 13, 2012

Mr. William Thompson

Accounting Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3561

Dear Mr. Thompson:

This letter is submitted on behalf of Edison International in response to comments from the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the Commission) with respect to our Form 10-K for the fiscal year ended December 31, 2011 (“2011 Form 10-K”), as set forth in your letter to me dated June 15, 2012.

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

Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations, page 33

Edison Mission Group, page 53

Results of Operations, page 53

Adjusting Operating Income (Loss) (“AOI”) - Overview, page 55

1.

 In light of the non-operating adjustments to arrive at AOI, please tell us your consideration of reconciling AOI to net income (loss) rather than operating income (loss).  Refer to Item 10(e)(1)(i)(B) of Regulation S-K and Question 103.02 of our Compliance and Disclosure Interpretations related to Non-GAAP Financial Measures.

Background -

Edison International (EIX) has two business segments: an electric utility segment (Southern California Edison or SCE) and a competitive power segment (Edison Mission Group or EMG).  As described on page 13 of our 2011 Form 10-K, EMG's operations (as of December 31, 2011) consisted of ownership or leasehold interests in approximately 10,000 megawatts of capacity of

power plants that we refer to as projects.  These operating projects include different classifications (merchant vs. contracts), different fuel sources and different locations.  Although most of the operating projects are consolidated for financial reporting purposes, there are a number of interests accounted for on the equity method as described in Note 1. Summary of Significant Accounting Polices and Note 3. Variable Interest Entities.  As a result, the income from these projects is reported in the Consolidated Statement of Income under Equity in Income from Unconsolidated Affiliates, below Operating Income.   We also have two operating projects that are accounted for on the cost method and income from these projects is also reported below Operating Income.

Response:

In presenting the operating results for EMG in the Management's Discussion and Analysis of Financial Condition and Results of Operations, we have focused on income from EMG's operating projects.  On Page 55 of the 2011 Form10-K, we have presented the income from EMG's projects for the three year period ended December 31, 2011.  In order to include income from projects accounted for on the equity and cost methods we have made adjustments to operating income and have identified these adjustments in our reconciliation of Adjusted Operating Income (“AOI”) to operating income on page 56 of our 2011 Form10-K.  The items identified in this reconciliation related to EMG's operating projects.  In addition to including income from equity or cost based investments, we have included an adjustment for production tax credits related to wind energy projects.  As described in footnote 1 to the table on page 58 of the 2011 Form 10-K, production tax credits are recognized as wind energy is generated based on per-kilowatt rate prescribed in the applicable federal and state statues.  Management believes that inclusion of production tax credits in AOI for wind projects is meaningful to investors as federal and state subsidies are an integral part of the economics of these projects.

As described above, we have presented AOI from operating projects as the most useful information to investors.  Question 103.02 of your Compliance and Disclosure Interpretations states if a company presents earnings before interest and taxes (“EBIT”) or earnings before interest, taxes, depreciation and amortization (“EBITDA”) as a performance measure, such measures should be reconciled to net income as presented in the statement of operations under GAAP. It was not our intent to present either EBIT or EBITDA as a performance measure. AOI differs from EBITDA since AOI includes depreciation and amortization and the production tax credits that are included in income tax expense (benefit). EIX considers operating income to be the most directly comparable financial measure of AOI and, as a result, has prepared the reconciliation of AOI to operating income as presented in the consolidated statements of operations under GAAP as required under Item 10(e)(1)(i)(B) of Regulation S-K.

Adjusted Operating Income from Consolidated Operations, page 56

2.

 You present full non-GAAP income statements for Midwest Generation Plants, Homer City and Renewable Energy Projects.  Presenting full non-GAAP income statements may attach undue prominence to the non-GAAP information.  Refer to Question 102.10 of our Compliance and Disclosure Interpretations related to Non-GAAP Financial Measures.  Please tell how you plan to consider the above referenced guidance in future earnings discussions.  In addition, please tell us your consideration of reconciling Midwest Generation Plants', Homer City's and Renewable Energy Projects' AOI to the most directly comparable financial measure calculated in accordance with GAAP.  Refer to Item 10(e)(1)(i)(B) of Regulation S-K.

Response:

AOI, as presented for the Midwest Generation Plants, Homer City and Renewable Energy Projects beginning on page 56 of the 2011 Form 10-K, is not intended to provide full non-GAAP income statements for those projects as discussed in your Compliance and Disclosure Interpretation Question 102.10. In order to provide investors details of AOI for the largest sources of income for EMG's projects, we have presented additional data (revenues and operating expenses) for these projects to supplement the AOI table on page 55 of the 2011 Form 10-K.

In presenting these tables, we also note:

•

 The Midwest Generation table includes operating income under GAAP as well as AOI with other income as a reconciliation item.  Such amounts were not material to provide further details.

•

 The Homer City table includes operating income and AOI with no differences.

•

 The Renewable Energy Projects does not provide a reconciliation, but includes a description of the differences between operating income and AOI.  In future filings we will include a reconciliation of the specific items in this footnote.

We believe that these disclosures assist users of our financial information in understanding the revenues and costs without undue emphasis on non-GAAP financial information and consistent with the table of AOI included on page 55 of our 2011 Form 10-K.

Item 8.  Financial Statements and Supplemental Data, page 85

Notes to Consolidated Financial Statements, page 95

Note 1.  Summary of Significant Accounting Policies, page 95

Dividend Restrictions, page 101

3.

 Please tell us your consideration of disclosing the nature of any other restrictions on the ability of your consolidated and unconsolidated subsidiaries to transfer funds to you in the form of cash dividends, loans or advances.  In this regard, we note that the first table on page 61 highlights EME subsidiary contractual dividend restrictions.  Please also tell us your consideration of disclosing total restricted net assets from unconsolidated and consolidated subsidiaries as the end of the most recently completed fiscal year.  Refer to Rule 4-08(e)(3)(i) and (ii) of Regulation S-X [sic].

Response:

We have reviewed the guidance in Rule 4-08(e)(3)(i) and (ii) of Regulation S-X and have included disclosure regarding dividend restrictions applicable to SCE on  page 102 of our 2011 Form 10-K.  As noted by the above comment, we have provided disclosure of restrictions on distributions by EME on page 61 with further details on pages 64 and 65 of our 2011 Form 10-K.  We note that EME has not made a distribution for a number of years and, accordingly, EIX has not depended on such distributions for dividends to its shareholders.

In future filings we will expand the disclosure in the footnotes to the financial statements regarding the nature of the restrictions and the total restricted net assets from consolidated and unconsolidated subsidiaries as of the end of the most recent fiscal period substantially similar to

the following example using data at December 31, 2011.

Restricted Net Assets and Dividends of Subsidiaries

The CPUC regulates SCE's capital structure which limits the dividends it may pay Edison International. SCE may make distributions to Edison International as long as the common equity component of SCE's capital structure remains at or above the 48% authorized level on a 13-month weighted average basis. At December 31, 2011, SCE's 13-month weighted-average common equity component of total capitalization was 50.4% resulting in a restriction on net assets of $8.5 billion and the capacity to pay $436 million in additional dividends as of December 31, 2011.

EME is restricted under Senior Notes and a guaranty of the Powerton-Joliet leases from selling or disposing of assets, which includes distributions, if the aggregate net book value of all such sales and dispositions during the most recent 12-month period would exceed 10% of consolidated net tangible assets as defined in such agreement. In order to comply with the agreement $[892] million of EMG's net assets were restricted at December 31, 2011 and the maximum distribution permitted under these agreements is $[778] million.

Item 9A.  Controls and Procedures, page 162

Internal Control Over Financial Reporting, page 162

4.

 Item 308(c) of Regulation S-K requires disclosure of any change in internal control over financial reporting that occurred during the last fiscal quarter, rather than “during the period to which this report relates,” that has materially affected, or is reasonably likely to materially affect, your internal control over financial reporting.  Please revise your disclosure in future filings accordingly.

Response:

Edison International will revise in future filings Item 9A. Controls and Disclosures, to clarify disclosure of any change in internal control over financial reporting that occurred during the last quarter as prescribed under Item 308(c) of Regulation S-K.

In connection with our response to the comments of the Staff set forth herein, we acknowledge that:

•

 Edison International is responsible for the adequacy and accuracy of the disclosure in its filings;

•

 Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 Edison International may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should you have any questions or comments on the above responses, please advise us by letter or by calling me at (626)302-2278 or via e-mail at mark.clarke@edisonintl.com.

Sincerely,

/s/ Mark Clarke

_____________________________

Mark Clarke

Vice President and Controller

Edison International

June 15 , 2012

Via E -mail
Mark C. Clarke
Vice President and Controller
Edison International
2244 Walnut Grove Avenue
P.O. Box 976
Rosemead, California 91770

Re: Edison International
 Form 10-K for Fiscal Year Ended December 31, 2011
Filed February 29, 2012
File No. 1 -9936

Dear Mr. Clarke :

We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to ot her portions of your documents.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstance s or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Item 7. Mana gement’s Discussion and Analysis of Financial Condition and Results of
Operations, page 33

Edison Mission Group, page 53

Results of Operations, page 53

Adjusted Operating Income (Loss) (“AOI”) – Overview, page 55

1. In light of the non -operating adjustmen ts to arrive at AOI, please tell us your
consideration of reconciling AOI to net income (loss) rather than operating income (loss).
Refer to Item 10(e)(1)(i)(B) of Regulation S -K and Question 103.02 of our Compliance
and Disclosure Interpretations related  to Non -GAAP Financial Measures .

Mark C. Clarke
Edison International
June 15 , 2012
Page 2

Adjusted Operating Income from Consolidated Operations, page 56

2. You present  full non -GAAP  income statements  for Midwest Generation Plants, Homer
City and Renewable Energy Projects .  Presenting  full non -GAAP income stateme nts may
attach undue prominence to the non -GAAP information.  Refer to Question 102.10 of our
Compliance and Disclosure Interpretations related to Non -GAAP Financial Measures.
Please tell how you plan to consider the above referen ced guidance in future ea rnings
discussions.   In addition, please tell us your consideration of reconciling Midwest
Generation Plants’, Homer City’s and Renewable Energy Projects’ AOI to the most
directly comparable financial measure calculated in accordance with GAAP.  Refer to
Item 10(e)(1)(i)(B) of Regulation S -K.

Item 8. Financial Statements and Supplemental Data, page 85

Notes to Consolidated Financial Statements, page 95

Note 1. Summary of Significant Accounting Policies, page 95

Dividend Restrictions, page 101

3. Please tell us your consideration of disclosing the nature of any other restrictions on the
ability of your consolidated and unconsolidated subsidiaries to transfer funds to you in
the form of cash dividends, loans or advances.  In this regard, we note tha t the first table
on page 61 highlights EME subsidiary contractual dividend restrictions.  Please also tell
us your consideration of disclosing total restricted net assets from  unconsolidated and
consolidated subsidiaries as of the end of the most recently completed fiscal year.  Refer
to Rule 4 -08(e)(3)(i) and (ii) of Regulation S -K.

Item 9A. Controls and Procedures, page 162

Internal Control Over Financial Reporting, page 162

4. Item 308(c) of Regulation S -K requires disclosure of  any change in internal control over
financial reporting that occurred during the last fiscal quarter, rather than “during the
period to which this report relates,” that has materially affected, or is reasonably likely to
materiall y affect, your internal control  over financial reporting.  P lease revise your
disclosure in future filings accordingly.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Mark C. Clarke
Edison International
June 15 , 2012
Page 3

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do no t foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Adam Phippen, Staff Accountant , at (202) 551 -3336  or me at (202)
551-3344  if you have questions regarding our comments or any other questions.

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch Chief

cc:  W. James Scilacci
 Chief Fi nancial Officer

Mail Stop 3561

    October 23, 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
File No. 001-09936
   Southern California Edison    Form 10-K for Fiscal Year Ended December 31, 2008    Filed March 2, 2009
File No. 001-02313

Dear Mr. Craver:

We have completed our review of your Form 10-Ks and have no further
comments at this time.

Sincerely,

  H. Christopher Owings
Assistant Director

Mail Stop 3561

    September 24, 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 File No. 001-09936
   Southern California Edison    Form 10-K for Fiscal Year Ended December 31, 2008    Filed March 2, 2009
File No. 001-02313 Written Response Filed August 19, 2009

Dear Mr. Craver:

We have reviewed your responses to our  letter dated July 14, 2009 and have the
following additional comments.  In each of our comments below, please confirm in
writing to us in detail sufficient for an understanding of your disclosure how you intend
to comply in future filings by furnishing us your proposed revisions.  After reviewing this
information, we may raise additional comments.

Edison International

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

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

1. We reviewed your response to comment number four in our letter dated July 14,
2009.  In future filings please include th e quantitative reconcil iation of operating

Theodore F. Craver, Jr.
Edison International
September 24, 2009 Page
2

revenues to revenues from load requireme nts service contracts less PJM operating
and ancillary charges discussed in footnote (10) on page 73.
 Notes to Consolidated Financial Statements, page 125

 Note 14. Variable Intere st Entities, page 185

Categories of Variable Interest Entities, page 186

2. We reviewed your response to comment number 14 in our letter dated July 14,
2009.  Please elaborate your response to address the following matters:

o With the exception of U.S. Wind Fo rce, we understand that you do not
consolidate wind projects in the deve lopment stage under joint development
arrangements with third-party develo pment companies, but recognize project
losses in excess of the joint developers’ equity at risk.  Pl ease explain to us
how the project entities under other joint develo pment arrangements are
structured, summarize your evaluation to determine whether the development stage project entities are va riable interest en tities and, if applicable, the facts
and circumstances that support a determ ination that you are not the primary
beneficiary unless you acquire the projects.  In addition, describe the activities
conducted under the joint developmen t agreements and whether you are
obligated to fund construction activ ities during the development phase.
 o You state that project earnings are allo cated to minority interest holders based
on their ownership percentage or using the prorated share that is anticipated to
be earned over the life of the projects where cash is allocated using a method that will result in a deficiency in the event of liquidation.  Your disclosure in Note 12 on page 43 of Form 10-Q for the quarter ended June 30, 2009 states
minority interest holders receive a higher allocation of income or losses after a minimum return is earned by EME.  Please describe to us in more detail the
methodology used to allocate project earnings  to minority interest holders.  To
the extent relevant, address such matters as the equity structure of the project
entities, significant terms of the i nvestment agreements, including those
related to allocation of income and losses and treatment of income tax
attributes along with any other information you deem necessary.
 Form 8-K filed August 7, 2009

Exhibit 99.1

3. In future filings please disclose each of the reconciling items included in non-core
items in the reconc iliation of core earnings guida nce to GAAP earnings guidance
in a manner similar to the reconciliations of core earnings  to GAAP earnings
included in the Appendix.

Theodore F. Craver, Jr.
Edison International September 24, 2009 Page
3

Definitive Proxy Statement on Schedule 14A
 Certain Relationships and Re lated Transactions, page 62

4. We note your response to comment 21 in our letter dated July 14, 2009.  Please
provide us with your proposed expanded disclosure.

***

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Detailed cover letters gr eatly facilitate our
review.  Please understand that we may have  additional comments after reviewing your
responses to our comments.
You may contact Anthony Watson, Accountant, at (202) 551-3318 or William
Thompson, Accounting Branch Chief, at (202) 551-3344, if you have questions regarding comments on the financial statements and related matters.  You may contact Scott
Anderegg, Staff Attorney, at (202) 551-3342 or me at (202) 551-3720 with any other
questions.

Sincerely,
    H. Christopher Owings
Assistant Director

CORRESP
1
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eixcorresp10092009

(Edison International letterhead)

October 9, 2009

Mr. H. Christopher Owings
Assistant Director
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3561

Dear Mr. Owings:

This letter is submitted on behalf of Edison International in response to comments from the
staff of the Division of Corporation Finance of the Securities and Exchange Commission (the
Commission) with respect to the companies' Written Response filed August 19, 2009, as set
forth in your letter to Mr. Theodore F. Craver, Chairman of the Board, President & Chief
Executive Officer of Edison International, dated September 24, 2009.

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, 2008

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

1.    We reviewed your response to comment number four in our letter dated July 14, 2009.
      In future filings please include the quantitative reconciliation of operating
      revenues to revenues from load requirements service contracts less PJM operating and
      ancillary charges discussed in footnote (10) on page 73.

      Response:

      The operating revenues from load requirements services contracts are prepared
      consistent with GAAP and are not adjusted for unrealized gains and losses.  The
      recorded revenue for load requirements services contracts is included in the table
      under Footnote 9 on page 73.  The average realized price/MWh is calculated by
      dividing operating revenues from load requirements services contracts determined in
      accordance with GAAP by the related generation (set forth in the statistical table on
      page 72).  Accordingly, we believe the disclosure is not a non-GAAP financial measure
      pursuant to the guidance set forth in Item 10(e) of Regulation S-K.

Notes to Consolidated Financial Statements, page 125

Note 14. Variable Interest Entities, page 185
Categories of Variable Interest Entities, page 186

2.    We reviewed your response to comment number 14 in our letter dated July 14, 2009.
      Please elaborate your response to address the following matters:

o     With the exception of U.S. Wind Force, we understand that you do not consolidate wind
            projects in the development stage under joint development arrangements with
            third-party development companies, but recognize project losses in excess of
            the joint developers' equity at risk.  Please explain to us how the project
            entities under other joint development arrangements are structured, summarize
            your evaluation to determine whether the development stage project entities are
            variable interest entities and, if applicable, the facts and circumstances that
            support a determination that you are not the primary beneficiary unless you
            acquire the projects.  In addition, describe the activities conducted under the
            joint development agreements and whether you are obligated to fund construction
            activities during the development phase.

o     You state that project earnings are allocated to minority interest holders based on
            their ownership percentage or using the prorated share that is anticipated to
            be earned over the life of the projects where cash is allocated using a method
            that will result in a deficiency in the event of liquidation.  Your disclosure
            in Note 12 on page 43 of Form 10-Q for the quarter ended June 30, 2009 states
            minority interest holders receive a higher allocation of income or losses after
            a minimum return is earned by EME.  Please describe to us in more detail the
            methodology used to allocate project earnings to minority interest holders.  To
            the extent relevant, address such matters as the equity structure of the
            project entities, significant terms of the investment agreements, including
            those related to allocation of income and losses and treatment of income tax
            attributes along with any other information your deem necessary.

      Response:

      Development Stage Activities

      The background information regarding joint development agreements is set forth in our
      letter dated August 19, 2009.  As indicated in our letter, the substance of several
      of our joint development agreements and accounting treatment is the same as EME
      paying a third party for services to conduct development.  The structure of these
      development activities is as follows:

o     The local developer forms a special purpose entity (generally referred to as a
            project company) to develop a project.
o     The local developer owns the majority interest in the project company during the
            development phase with EME obtaining a small minority interest.
o     EME and the project company enter into a loan agreement to fund the development of
            the project.

      EME funds development costs through the loan agreements and has no obligation to fund
      construction activities.  In addition, minimal equity contributions are provided by
      the owners.  Activities under the joint development agreements include site
      identification, permitting, evaluation of the wind resource, interconnection studies,
      turbine selection and economic feasibility.  In addition, development activities
      include efforts to obtain power purchase agreements with the local utility or other
      third parties.  The costs incurred during this phase are generally expensed.

      The project companies are variable interest entities under FIN 46R and do not have
      sufficient equity to support their activities.  EME development loans are considered
      variable interests and EME is the primary beneficiary. As a proxy for consolidation,
      EME fully reserves for loans to the project companies for development costs, which is
      classified as general and administrative expense in its consolidated financial
      statements.  The financial impact of this methodology is substantially the same as
      the consolidation of these entities and is considered more cost-effective.

      Allocation of Income to Minority Interest Holders

      Upon successful development of a project, EME and the joint developer will finalize a
      purchase price for EME's acquisition of the project.  The purchase price is then
      used, in part, by the local developer to repay the development loan. Depending on the
      commercial agreement, the local developer may also retain a small minority
      interest.   As a result of the acquisition, EME consolidates the project company.

      Subsequent to the acquisition, EME allocates income to the minority interest holders
      based on the ownership percentage, except in cases where profit and losses and cash
      are allocated using a method that will result in a deficiency in the event of
      liquidation (as is the case with Elkhorn Ridge described in our August 19, 2009
      letter).  In these cases, earnings are allocated using the pro rata share that is
      anticipated to be earned over the life of the project.

      Other than Elkhorn Ridge, EME has a number of projects where the income allocation
      changes in the event that project returns exceed the minimum return established in
      the members' agreement.  For these projects, profits and losses for tax purposes and
      cash distributions are allocated in the same manner based on ownership interest.
      Project returns are dependent on a number of items, including amount of wind and
      turbine performance.  Based on conservative assumptions, EME's ownership interest is
      not expected to change over the estimated useful life of the project, or if such
      change were projected to occur, it would not occur until late in the project's
      expected life.  Accordingly, EME periodically reviews projected earnings to ensure
      that income is recognized appropriately.

Form 8-K filed August 7, 2009
Exhibit 99.1

3.    In future filings please disclose each of the reconciling items included in non-core
      items in the reconciliation of core earnings guidance to GAAP earnings guidance in a
      manner similar to the reconciliations of core earnings to GAAP earnings included in
      the Appendix.

      Response:

      Edison International will disclose each of the material items included in non-core
      earnings in the reconciliation of core earnings guidance to GAAP earnings guidance in
      future filings.

Definitive Proxy Statement on Schedule 14A

Certain Relationships and Related Transactions, page 62

4.    We note your response to comment 21 in our letter dated July 14, 2009.  Please
      provide us with your proposed expanded disclosure.

      Response:

      Below is the Companies' proposed expanded proxy disclosure for "Certain Relationships
      and Related Transactions."  Please note that this disclosure assumes that the
      Companies' current policies and procedures for the review, approval or ratification
      of transactions required to be reported under Item 404(a) of Regulation S-K do not
      change prior to the filing of the 2010 EIX/SCE Joint Proxy Statement.

                       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

            It is the Companies' policy that the Nominating/Corporate Governance Committees
      of the EIX and SCE Boards of Directors review at least annually, and periodically as
      needed, any transaction in the prior calendar year or any proposed transaction
      between the company and a related person in which the amount involved exceeds
      $120,000 and the related person has a material interest.  A related person is
      generally a Director, a Director nominee, an Executive Officer, or a greater than 5%
      beneficial owner of any class of voting securities of the Companies, and their
      immediate family members.  This policy is stated in writing in the Charters of the
      EIX and SCE Nominating/Corporate Governance Committees of the Boards.

            The Committees' regular procedure is to obtain from management annually, and
      periodically as needed, a list of the transactions with related persons described
      above, and to review these transactions at a meeting held in advance of recommending
      Director nominations to the EIX and SCE Boards.  The list is based on information
      from questionnaires completed by the Companies' Directors, Director nominees, and
      Executive Officers, together with information obtained from the Companies' accounts
      payable and receivable records.  The Committees' procedure is evidenced in the
      minutes and records for the Committee meeting at which the review occurred.

      [Disclosure of the Companies' 2009 relationships and related transactions will be
      provided here]

In connection with our response to the comments of the Staff set forth herein, we
acknowledge that:

o     Edison International is responsible for the adequacy and accuracy of the disclosure
      in their respective filings;
o     Staff comments or changes to disclosure in response to staff comments do not
      foreclose the Commission from taking any action with respect to the filing; and
o     Edison International may not assert staff comments as a defense in any proceeding
      initiated by the Commission or any person under the federal securities laws of the
      United States.

Should you have any questions or comments on the above responses, please advise us by
letter or by calling me at (626)302-2278 or via e-mail at mark.clarke@edisonintl.com, or
Jeff Duran at (626)302-4513 or via e-mail at jeff.duran@sce.com.

Sincerely,

 /s/ Mark Clarke
____________________________
Mark Clarke
Vice President and Controller
Edison International

CORRESP
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filename1.htm

EIX Correspondence

(Edison International letterhead)

August 19, 2009

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 and Exchange
Commission (the Commission) with respect to the companies' (1) Form
10-K for the fiscal year ended December 31, 2008; (2) Definitive Proxy
Statement on Schedule 14A; and (3) Form 10-Q for the fiscal quarter
ended March 31, 2009, as set forth in your letter to Mr. Theodore F.
Craver, Chairman of the Board, President and Chief Executive Officer of
Edison International, dated July 14, 2009.

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, 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 response,
      you indicated that you intended to disclose in future annual
      report filings that (i) the scope of your evaluation of internal
      control over financial 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 sub-totals such as total and net assets, revenues and
      net income that result from consolidation of such entities and
      (ii) your conclusion regarding the effectiveness of internal
      control over financial reporting does not extend to the internal
      controls 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

Page 2
      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 regard to those
      entities.  The additional disclosures should also note that the
      financial 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 effectiveness 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 practice, to assess
      those controls.  Please refer to Questions 1 of "Frequently Asked
      Questions Regarding Management's Report on Internal Control Over
      Financial Reporting and Certification of Disclosure in Exchange
      Act Periodic Reports" available on our website at
      www.sec.gov/info/accountants/controlfaq.htm.

      Response:

      Variable Interest Entities:

      Edison International will add the following additional disclosure
      in its 2009 Form 10-K:

            Edison International consolidates four variable interest
            entities under FIN 46(R), but does not control the
            operating activities of these entities or have the ability
            to dictate or modify the controls of these entities.
            Accordingly, the scope of evaluation of internal control
            over financial reporting does not include an evaluation of
            internal control over financial reporting for these
            variable interest entities.  A summary of the key
            sub-totals of these entities is set forth in the following
            table (in millions):

                  ----------------------------------------------------
                                                          2008
                  ----------------------------------------------------
                  At December 31,
                        Total Assets                      $416
                  For the year ended December 31,
                       Revenue                            $410
                       Operating Expenses                 $243
                       Net Income                         $ 88
                  ----------------------------------------------------

            Accordingly, the conclusion regarding the effectiveness of
            internal control over financial reporting does not extend
            to the internal controls of such variable interest
            entities.

Page 3

      Jointly Owned Utility Plants -

      Edison International proportionately records its share of
      expenses for jointly owned utility projects as described in Note
      13 to the Consolidated Financial Statements. Edison
      International's scope of evaluation of internal control over
      financial reporting includes SCE's interests in such jointly
      owned utility projects.

Schedule II Valuation and Qualifying Accounts, page 58

2.    Please disclose the nature of amounts charged to other accounts.
      Refer to Rule 12-09 of Regulation S-X.

      Response:

      Edison International will add the following footnote to describe
      the nature of $48 million charged to other accounts in our 2009
      Form 10-K.

      New Footnote to Schedule II, Valuation and Qualifying Accounts

         On September 15, 2008, Lehman Brothers Holdings filed for
         protection under Chapter 11 of the U.S. Bankruptcy Code. EME
         had power contracts with Lehman Brothers Commodity Services,
         Inc., a subsidiary of Lehman Brothers Holdings, for Midwest
         Generation for 2009 and 2010. Lehman Brothers Commodity
         Services also filed for bankruptcy protection on October 3,
         2008. The obligations of Lehman Brothers Commodity Services
         under the power contracts were guaranteed by Lehman Brothers
         Holdings. EME has established claims in the amount of $48
         million related to the contracts terminated with Lehman
         Brothers Holdings and its subsidiary through the termination
         provisions of its master netting agreements with a Lehman
         Brothers Holdings subsidiary. Such claims have been fully
         reserved and are included net in "Receivables, less allowances
         for uncollectible accounts" on Edison International's
         Consolidated Balance Sheet.

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 instruction
      (C) of Item 503(d) of Regulation S-K.  In addition, tell us why
      your treatment of minority interest, equity in income from equity
      investees and distributed income from equity investees in your
      earnings computations comply with the instructions to Item 503(d)
      Regulation S-K.  In future filings please show your computations
      to derive income from continuing operations before fixed charges
      and taxes starting with income from continuing operations before
      tax and minority interest.

Page 4

      Response:

      Attachment A includes a copy of Edison International's
      calculation for 2008 in the format requested.  The Ratios of
      Earnings to Fixed Charges and Preferred and Preference Stock are
      not materially different than presented in the 2008 Form
      10-K.

      Edison International will revise the format of the Ratio of
      Earnings to Fixed Charges and Preferred and Preference Stock
      calculation to be consistent with instruction (C) of Item 503(d)
      in its 2009 Form 10-K.

Exhibit 13 - Selected Portions of the Annual Report to Shareholders
from 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
Historical Cash Flow Analysis, page 64

4.    Your presentation of average realized prices, 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 prices of the Illinois plants and Homer
      City facilities statistical measures that are based on GAAP
      numbers and explain the basis for your conclusion.  Otherwise,
      please revise your disclosures to identify the measures as
      non-GAAP financial measures, 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 presentation of the non-GAAP financial measures provides
      useful information to investors regarding your results of
      operations.  Please refer to Item 10(e) of Regulation S-K.

      Response:

      Additional disclosure has been added to the second quarter of
      2009 Form 10-Q together with a reconciliation of the operating
      revenues of the Illinois Plants and Homer City to the operating
      revenues of the non-utility power generation segment.

Page 5

Critical Accounting Estimates and Policies, page 87

5.    Please revise to describe the material implications of
      uncertainties associated with the methods, assumptions and
      estimates underlying your critical accounting measurements that
      have had or that you reasonably expect will have a material
      impact on financial condition and operating performance and on
      the comparability of reported information among periods.  Your
      disclosures should supplement, not duplicate, the accounting
      policies disclosed 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
      qualitative disclosure when quantitative information is
      reasonably available and to provide greater insight into the
      quality and variability of information regarding financial
      condition and operating performance.  Also, since each critical
      accounting estimate and related assumptions are based on matters
      that are uncertain or difficult to measure, you should analyze
      and disclose their specific sensitivity to change, based on other
      outcomes that are reasonably likely to occur and would have a
      material effect.  Please refer to Item 303(a)(3)(ii) of
      Regulation S-K as well as the Commission's Guidance Regarding
      Management's Discussion and Analysis of Financial Condition and
      Results of Operations.

      Response:

      Edison International will enhance its Critical Accounting
      Estimates and Policies disclosures to describe the material
      implications of uncertainties associated with the methods,
      assumptions and estimates under Item 303(a)(3)(ii) of Regulation
      S-K in its 2009 Form 10-K.

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 undistributed earnings to the
      participating securities for purposes of computing basic earnings
      per share.  Refer to Issue 3 of EITF 03-6.  Please note any
      participant rights that are contingent or subject to discretion
      should be disclosed in accordance with paragraph 4 of SFAS 129.
      Also, please tell us the nature of the adjustments related to
      assumed conversions in the diluted earnings per share calculation.

Page 6

      Response:

      Under the two-class method, we allocate undistributed earnings to
      common stock and participating securities on a one to one ratio,
      as if all of the earnings for the period have been distributed.
      Edison International's participating securities provide the
      holder with the ability to participate in all dividends declared
      with the holders of common stock on an equal basis as disclosed
      in Note 1 to the Consolidated Financial Statements:

            "Edison International's participating securities are stock
            based compensation awards payable in common shares,
            including stock options, performance shares and restricted
            stock units, which earn dividend equivalents on an equal
            basis with common shares..."

      Edison International only includes vested stock-based awards in
      the computation of basic earnings per share and does not have
      participating securities with contingencies or that are subject
      to discretion.

      Edison International uses the treasury stock method under
      paragraph 17 of SFAS 128 to calculate diluted EPS.  In applying
      the treasury method, all dilutive potential common shares,
      regardless of whether they are exercisable, are treated as if
      they have been exercised. All Edison International stock-based
      awards payable in stock are assumed to be converted and are
      considered in the diluted computation, taking into consideration
      proceeds received upon exercise, compensation cost attributable
      to future services not yet recognized, and the amount of excess
      tax benefits, if any. Edison International then ranks the
      dilutive impacts of the stock-based awards beginning with non
      participating securities followed by participating securities.

Note 4. Income Taxes, page 144

Accounting for Uncertainty in Income Taxes, page 146

7.    Please tell us how the liability for unrecognized 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.

      Response:

      At December 31, 2008, the liability was recorded within the
      captions "Accrued taxes" and "Other deferred credits and other
      long term liabilities" on the

Page 7

      Consolidated Balance Sheet. At
      December 31, 2007, the liability was recorded within the captions
      "Other current assets" and "Other deferred credits and other long
      term liabilities" on the Consolidated Balance Sheet.

      At December 31, 2008, Edison International had a consolidated net
      liability recorded for uncertain tax positions of $450 million,
      compared to a liability for unrecognized tax benefits of $2.237
      billion. The difference is mainly due to the presentation of
      potential affirmative claim refunds. The $450 million net
      liability for uncertain tax positions includes liabilities
      expected to be paid to taxing authorities net of refunds expected
      to be received from taxing authorities, by tax jurisdiction.  We
      have also netted potential refunds from affirmative claims.

      During the second quarter of 2009, Edison International completed
      a settlement of tax matters with the Internal Revenue Service
      (referred to as the "Global Settlement").  The Global Settlement
      is described on pa

CORRESP
1
filename1.htm

SEC Comment Letter Response

(Edison International logo)

                                                                 Kathleen L. Brennan de Jesus
                                                                 Senior Attorney
                                                                 Kathleen Brennan de
                                                                 Jesus@sce.com

                                  July 28, 2009

VIA EDGAR AS CORRESP

Mr. Anthony Watson
Accountant
Division of Corporate Finance
United States Securities and Exchange Commission
Mail Stop 3561
Washington D.C. 20549-3561

            Re:    SEC Comment Letter Response

Dear Mr. Watson:

      We have received your letter addressed to Mr. Theodore F. Craver, Jr.,
dated July 14, 2009 and will not be able to meet the response deadline of 10
business days contained therein.  After discussion and agreement with you, we
hereby confirm that we will file a response to your letter no later than August
19, 2009.

      Should you have any questions, please contact Ms. Chris Dominski at
(626) 302-1398, or via e-mail at chris.dominski@sce.com, or by contacting me at
(626) 302-3476, or via e-mail at Kathleen.brennandejesus@sce.com.

                                       Very truly yours,

                                       Kathleen L. Brennan de Jesus

cc:  Chris Dominski

KLB:klb:Letter3.doc

P.O. Box 800 2244 Walnut Grove Ave. Rosemead, California 91770 (626)302-3476 Fax (626)302-4106

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

      November 1, 2007

Ms. Linda G. Sullivan Vice President and Controller Edison International 2244 Walnut Grove Avenue Rosemead, California 91770
 Re: Edison International, File No. 1-9936
  Southern California Edison Company, File No. 1-2313
  Form 10-K for Fiscal Ye ar Ended December 31, 2006
Filed February 28, 2007
 Dear Ms. Sullivan:
We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.          S i n c e r e l y ,             William Thompson         B r a n c h  C h i e f

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

      August 9, 2007

Ms. Linda G. Sullivan Vice President and Controller Edison International 2244 Walnut Grove Avenue Rosemead, California 91770
 Re: Edison International, File No. 1-9936
  Southern California Edison Company, File No. 1-2313
  Form 10-K for Fiscal Ye ar Ended December 31, 2006
Filed February 28, 2007 Form 10-Q for Fiscal Quar ter Ended March 31, 2007
 Dear Ms. Sullivan:
We have reviewed your filings and have the following comments.  We have
limited our review to only your financial stat ements and related disclosures and do not
intend to expand our review to  other portions of your docum ent.  Where indicated, we
think you should revise your disclosures in futu re filings in response to these comments.
If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may or may not 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 filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Ms. Linda G. Sullivan
Edison International
August 9, 2007 Page 2 of 5  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 main tained internal control over financial
reporting for four consolidated variable interest entities (VIEs) and that SCE’s
evaluation of internal control over financ ial reporting did not include these VIEs.
Please tell us whether you included such  VIEs in your evaluation of internal
control over financing repor ting.  If not, please disc lose that you have not
evaluated the internal  controls of the VIEs and th at your conclusion regarding the
effectiveness of your internal control ove r financial reporting does not extend to
the controls of the VIEs.  Also disclo se 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 Reporti ng and Certification of Disclosure in
Exchange Act Periodic Reports Frequen tly Asked Questions,” available on our
website at www.sec.gov
.

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 co mputation in future filings to clearly
disclose how you derived earni ngs, as that term is defined in Item 503(d) of
Regulation S-K.

Exhibit 13 - 2006 Annual Report

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

Results of Operations and Histori cal Cash Flow Analysis, page 51
3. We note your presentation of  basic earnings per share by subsidiary, which
represent non-GAAP financial measures.  Pl ease 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 th at 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

Ms. Linda G. Sullivan
Edison International
August 9, 2007 Page 3 of 5
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
.

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.

Consolidated Statements of Changes in  Common Shareholders’ Equity, page 98

5. Please explain to us why it is appropriat e to record proceeds from stock option
exercises in retained earnings rather than common stock.
 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 th e numerators and denominators of  the basic and diluted per-
share computations for income from continuing operations.  Additionally,
disclose the amount of securities that coul d 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.

Property and Plant, page 107

Nonutility Property, page 108
7. Please explain to us why it is appr opriate to amortize acquired emission
allowances over the estimated lives of the plants rather than to amortize them as
used to generate power.

Revenue Recognition, page 110
8. Please tell us and disclose how you account  for sales and purchases of power to
and from Independent Systems Op erators and Regional Transmission
Organizations that do not use marginal pricing.  Specifically  address whether you
account for these transactions on a gross or  net basis.  In addition, tell us and
disclose the basis on which you net purcha ses and sales (for example, on a net
hourly basis).

Ms. Linda G. Sullivan
Edison International
August 9, 2007 Page 4 of 5  Note 5. Compensation and Benefit Plans, page 118

 Stock-Based Compensation, page 125

9. We note stock options accrue  dividend equivalents for the first five years of the
option term.  Please tell us and disc lose how you reflected such dividend
protection in calculating the fair value of options.  Refer to the guidance in paragraphs A35 through A37 and B90 through B93 of SFAS 123R.

10. In calculating the fair value of options  using the Black-Scholes option-pricing
model, please explain to us why it is appr opriate to base the expected term of
options on the actual remaining contractual term rather than the period of time for
which the instrument is expected to be  outstanding.  Refer to the guidance in
paragraphs A3, A18 and A26 through A30 of SFAS 123R.

Note 18. Discontinued Operations, page 158

11. As paragraph 5 of SFAS 144 specifically  excludes investments in equity
securities accounted for unde r the equity method from its  scope, it is unclear how
you concluded the sale of certain equity method investments, such as the Tri
Energy and the Caliraya-Botocan-Kalayaan projects, qualified for discontinued
operations treatment.  Please explain to us  in detail why these dispositions meet
the scope requirements of SFAS 144.
 Southern California Edison Company

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

12. To the extent applicable, please address the comments above.

*    *    *    *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.   Please furnish a response le tter that keys your responses
to our comments and provides any requested information.  Detailed response letters
greatly facilitate our review.  Please submit your response letter on EDGAR.  Please understand that we may have additional comments after reviewing your responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its

Ms. Linda G. Sullivan
Edison International August 9, 2007 Page 5 of 5  management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
 ‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
 ‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Staff Accountant Sarah Goldberg at (202) 551-3340 if you have
questions regarding comments on the financial statements and related matters.  Please
contact me at (202) 551-3344 with any other questions.
        S i n c e r e l y ,            William Thompson        B r a n c h  C h i e f

CORRESP
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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

Page 1

      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

Page 2

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.

Page 3

      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

Page 4

      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.

Page 5

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