SecProbe.io

CORRESP
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 CORRESP

 October 28, 2025
 VIA EDGAR Securities and Exchange Commission
 Division of Corporate Finance 100 F Street, N.E.
 Washington, D.C. 20549

 Attention:

 Jason Weidberg, Office of Structured Finance

 Arthur Sandel, Office of Structured Finance 

 Re: 

 Southern California Edison Company

 SCE Recovery Funding LLC

 Registration Statement on Form SF-1

 Filed September 8, 2025

 File Nos. 333-290112 and 333-290112-01

 SEC Comment Letter dated September 30, 2025
 Dear Mr. Weidberg and Mr. Sandel:
 On behalf of Southern California Edison Company (“SCE”) and SCE Recovery Funding LLC (together with SCE, the
“Registrants”), we submit via EDGAR for review by the Securities and Exchange Commission (the “Commission”) the accompanying Amendment No. 1 (including certain exhibits) (“Amendment No. 1”) to the
Registrants’ above-referenced Registration Statement on Form SF-1 (the “Registration Statement”). Amendment No. 1 reflects the Registrants’ responses to the comments received from
the staff of the Commission (the “Staff”) contained in the Staff’s letter dated September 30, 2025 (the “Comment Letter”), and certain other updated information and structural changes. For your convenience, the
Registrants are providing to the Staff a supplemental typeset copy of Amendment No. 1 marked to indicate the changes from the Registration Statement that was filed on September 8, 2025.
 The Staff’s comments as reflected in the Comment Letter are reproduced in italics in this letter, and the corresponding responses of the
Registrants are shown below each comment. All references to page numbers in the Registrants’ responses are to the page numbers in Amendment No. 1.
 Pursuant to the update regarding Division of Corporation Finance Actions In Advance of a Potential Government Shutdown of the Division of
Corporation Finance on October 9, 2025, the Registrants have revised the cover page of the Registration Statement to include language provided by Rule 473(b) of the Securities Act of 1933 for the automatic effectiveness of the Registration
Statement 20 days following the filing of Amendment No. 1. If the Commission resumes operations before the Registration Statement becomes effective, upon the request of the Commission staff, the Registrants may file an amendment to the
Registration Statement requesting a delay or change in the effectiveness of the Registration Statement.

 Form of Prospectus
 Legal Proceedings, page 127 Norton Rose Fulbright US LLP
is a limited liability partnership registered under the laws of Texas. Norton Rose Fulbright US LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright
Australia, Norton Rose Fulbright Canada LLP and Norton Rose Fulbright South Africa Inc are separate legal entities and all of them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose Fulbright Verein helps coordinate the
activities of the members but does not itself provide legal services to clients. Details of each entity, with certain regulatory information, are available at nortonrosefulbright.com.

 1.
 We note your statement that there are no legal or governmental proceedings pending against the
sponsor, depositor, seller, or servicer, or of which any property of the foregoing is subject, that are material to the holders of the bonds. We also note, however, that the United States filed two lawsuits on or about
September 4, 2025, seeking damages against Southern California Edison (SCE) in connection with the Eaton Fire of 2025 and the Fairview Fire of 2022. Please tell us why these legal proceedings, which may relate to SCE’s role
as sponsor, depositor and/or servicer are not material. Alternatively, revise your disclosure as necessary to describe any legal proceedings that are material to the purchasers of the bonds offered by this prospectus.
 Response : Losses from these Federal lawsuits, or any other lawsuits pending against SCE, are not expected to have a material impact on SCE’s
ability to perform its role as sponsor, depositor and/or servicer nor on SCE’s property that is material to the holders of the bonds, and therefore such lawsuits are not considered material to the holders of the bonds.
 Part II – Information Not Required in Prospectus
 Item 14. Exhibits, page II-3

 2.
 Please file the remaining exhibits with your next amendment. Refer to Item 1100(f) of Regulation AB and
Instruction 1 to Item 601 of Regulation S-K. Note that we may have additional comments on your registration statement following our review of any such exhibits.
 Response : The remaining exhibits, including the forms of the underwriting agreement, the Constitutional law opinion and Exhibits 5.1 and Exhibit 8.1
are being filed with Amendment No. 1. We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions or
comments about this letter or need any further information, please call the undersigned at (628) 231-6803.

 Very Truly Yours

 By: 

 /s/ Eric D. Tashman

 Eric D. Tashman

 cc: 

 Steven D. Powell (SCE)

 Aaron D. Moss (SCE Recovery Funding LLC)

 Kathleen Brennan de Jesus, Esq. (SCE)

September 30, 2025
Steven D. Powell
President and Chief Executive Officer
Southern California Edison Company
2244 Walnut Grove Avenue
P.O. Box 800
Rosemead, California 91770
Aaron D. Moss
President and Manager
SCE Recovery Funding LLC
2244 Walnut Grove Avenue
P.O. Box 5407
Rosemead, California 91770
Re:Southern California Edison Company
SCE Recovery Funding LLC
Registration Statement on Form SF-1
Filed September 8, 2025
File Nos. 333-290112 and 333-290112-01
Dear Steven D. Powell and Aaron D. Moss:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.

September 30, 2025
Page 2
Registration Statement on Form SF-1
Form of Prospectus
Legal Proceedings, page 127
1.We note your statement that there are no legal or governmental proceedings pending
against the sponsor, depositor, seller, or servicer, or of which any property of the
foregoing is subject, that are material to the holders of the bonds.  We also note,
however, that the United States filed two lawsuits on or about September 4, 2025,
seeking damages against Southern California Edison (SCE) in connection with the
Eaton Fire of 2025 and the Fairview Fire of 2022.  Please tell us why these legal
proceedings, which may relate to SCE’s role as sponsor, depositor and/or servicer are
not material.  Alternatively, revise your disclosure as necessary to describe any legal
proceedings that are material to the purchasers of the bonds offered by this prospectus.
Part II - Information Not Required in Prospectus
Item 14. Exhibits, page 144
2.Please file the remaining exhibits with your next amendment. Refer to Item 1100(f) of
Regulation AB and Instruction 1 to Item 601 of Regulation S-K. Note that we may
have additional comments on your registration statement following our review of any
such exhibits.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Jason Weidberg at 202-551-6892 or Arthur Sandel at 202-551-3262
with any questions.
Sincerely,
Division of Corporation Finance
Office of Structured Finance

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 SOUTHERN CALIFORNIA EDISON COMPANY

2244 WALNUT GROVE AVENUE

(P.O. BOX 800)

ROSEMEAD, CALIFORNIA 91770

April 10, 2023

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention:
 Benjamin Meeks – Structured Finance

Re:
 Southern California Edison Company

 SCE Recovery Funding LLC

 Registration Statement on Form SF-1

 File Nos. 333-270543 and 333-270543-01

 Dear Mr. Meeks:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Southern California Edison Company and SCE Recovery Funding LLC hereby
request that the effective date of the Registration Statement referred to above be accelerated so that the same will become effective on April 12, 2023 at 8:00 a.m. E.D.T., or as soon as practicable thereafter.

Please call or email Eric D. Tashman of Norton Rose Fulbright US LLP at (628) 231-6803 or
eric.tashman@nortonrosefulbright.com as soon as the Registration Statement has been declared effective.

 Very truly yours,

 Southern California Edison Company

 By:

 /s/ Natalia Woodward

 Name:

 Natalia Woodward

 Title:

 Vice President and Treasurer

cc:
 Eric D. Tashman, Norton Rose Fulbright US LLP

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 April 10, 2023

Division of Corporation Finance

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

 Washington, D.C. 20549

Attention:
 Benjamin Meeks – Structured Finance

Re:
 Southern California Edison Company

 SCE Recovery Funding LLC

 Registration Statement on Form SF-1

 Filed March 15, 2023

 File Nos. 333-270543 and 333-270543-01

 Dear Mr. Meeks:

In connection with the proposed offering of the securities under the above-captioned Registration Statement on Form SF-1 (the “Registration Statement”), we wish to advise you that we, as representatives of the underwriters, hereby join the request of Southern California Edison Company and SCE Recovery Funding LLC that
the effective date of the Registration Statement be accelerated so that the same will become effective on April 12, 2023 at 8:00 a.m. E.D.T., or as soon as practicable thereafter.

The following is supplemental information supplied under Rule 418(a)(7) and Rule 460 under the Securities Act of 1933:

(i)
 Date of Preliminary Prospectus: April 7, 2023

(ii)
 Anticipated dates of distribution: April 10, 2023 – April 20, 2023

(iii)
 Number of preliminary prospectuses expected to be distributed to prospective underwriters, institutional
investors, dealers and others: approximately 1500

(iv)
 We have complied and will comply, and have been informed by the participating underwriters that they have
complied and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Pursuant to Rule 460 of the Securities Act of 1933, please be advised that there will be distributed to each underwriter, who
is reasonably anticipated to participate in the distribution of the securities, as many copies of the proposed form of Preliminary Prospectus as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

Remainder of the page intentionally left blank

 Very truly yours,

 RBC Capital Markets, LLC

 Barclays Capital Inc.

 Citigroup Global Markets Inc.

 RBC CAPITAL MARKETS, LLC

 By:

 /s/ Keith Helwig

 Name:

 Keith Helwig

 Title:

 Managing Director

 BARCLAYS CAPITAL INC.

 By:

 /s/ Eric Chang

 Name:

 Eric Chang

 Title:

 Managing Director

 CITIGROUP GLOBAL MARKETS INC.

 By:

 /s/ Steffen Lunde

 Name:

 Steffen Lunde

 Title:

 Director

 On behalf of each of the Underwriters

 Signature Page to
Underwriters’ Acceleration Request

United States securities and exchange commission logo
March 16, 2023
Steven Powell
President and Chief Executive Officer
Southern California Edison Company
2244 Walnut Grove Avenue
(P.O. Box 800)
Rosemead, California 91770
Re:Southern California Edison Company
SCE Recovery Funding LLC
Registration Statement on Form SF-1
Filed March 15, 2023
File Nos. 333-270543 and 333-270543-01
Dear Steven Powell:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Benjamin Meeks at 202-551-7146 with any questions.
Sincerely,
Division of Corporation Finance
Office of Structured Finance

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 February 1, 2022

Division of Corporation Finance

 Securities and Exchange
Commission

 Division of Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:

Benjamin Meeks – Structured Finance

 Re:

Southern California Edison Company

SCE Recovery Funding LLC

Registration Statement on Form SF-1

Filed November 5, 2021

File Nos. 333-260838 and 333-260838-01

 Dear Mr. Meeks:

In connection with the proposed offering of the securities under the above-captioned Registration Statement on Form SF-1 (the “Registration Statement”), we wish to advise you that we, as representatives of the underwriters, hereby join the request of Southern California Edison Company and SCE Recovery Funding LLC that
the effective date of the Registration Statement be accelerated so that the same will become effective on February 3, 2022 at 8:00 a.m. E.D.T., or as soon as practicable thereafter.

The following is supplemental information supplied under Rule 418(a)(7) and Rule 460 under the Securities Act of 1933:

(i)
 Date of Preliminary Prospectus: January 31, 2022

(ii)
 Anticipated dates of distribution: February 3, 2022 – February 10, 2022

(iii)
 Number of preliminary prospectuses expected to be distributed to prospective underwriters, institutional
investors, dealers and others: approximately 1500

(iv)
 We have complied and will comply, and have been informed by the participating underwriters that they have
complied and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Pursuant to Rule 460 of the Securities Act of 1933, please be advised that there will be distributed to each underwriter, who is reasonably
anticipated to participate in the distribution of the securities, as many copies of the proposed form of Preliminary Prospectus as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

Remainder of the page intentionally left blank

 Very truly yours,

RBC Capital Markets, LLC

 Barclays Capital Inc.

RBC CAPITAL MARKETS, LLC

By:

 /s/ Keith Helwig

Name:

Keith Helwig

Title:

Managing Director

 BARCLAYS CAPITAL INC.

By:

 /s/ Eric Chang

Name:

Eric Chang

Title:

Managing Director

 On behalf of each of the Underwriters

Signature Page to Underwriters’ Acceleration Request

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 SOUTHERN CALIFORNIA EDISON COMPANY

2244 WALNUT GROVE AVENUE

(P.O. BOX 800)

ROSEMEAD, CALIFORNIA 91770

February 1, 2022

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attention:

Benjamin Meeks – Structured Finance

Re:

Southern California Edison Company

SCE Recovery Funding LLC

Registration Statement on Form SF-1

File Nos. 333-260838 and 333-260838-01

 Dear Mr. Meeks:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Southern California Edison Company and SCE Recovery Funding LLC hereby
request that the effective date of the Registration Statement referred to above be accelerated so that the same will become effective on February 3, 2022 at 8:00 a.m. E.D.T., or as soon as practicable thereafter.

Please call or email Eric D. Tashman of Norton Rose Fulbright US LLP at (628) 231-6803 or
eric.tashman@nortonrosefulbright.com as soon as the Registration Statement has been declared effective.

Very truly yours,

Southern California Edison Company

By:

 /s/ Natalia Woodward

Name:

Natalia Woodward

Title:

Vice President and Treasurer

 cc:     Eric D. Tashman, Norton Rose Fulbright US LLP

United States securities and exchange commission logo
November 9, 2021
Kevin M. Payne
President and Chief Executive Officer
Southern California Edison Company
2244 Walnut Grove Avenue (P.O. Box 800)
Rosemead, California 91770
William M. Petmecky, III
President and Manager
SCE Recovery Funding LLC
2244 Walnut Grove Avenue (P.O. Box 5407)
Rosemead, California 91770
Re:Southern California Edison Company
SCE Recovery Funding LLC
Registration Statement on Form SF-1
Filed November 5, 2021
File Nos. 333-260838 and 333-260838-01
Dear Mr. Payne:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eathen Gums at 202-551-7991 or Benjamin Meeks at 202-551-7146 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Structured Finance

Mail Stop 3628

February 8, 2021

Kevin M. Payne
President and Chief Executive Officer
Southern California Edison Company
2244 Walnut Grove Avenue (P.O. Box 800)
Rosemead, California 91770

William M. Petmecky, III
President and Manager
SCE Recovery Funding LLC
2244 Walnut Grove Avenue (P.O. Box 5407)
Rosemead, California 91770

Re: Southern California Edison Company
 SCE Recovery Funding LLC
Amendment No. 2 to Registration Statement on Form SF-1
Filed February 4, 2021
  File Nos. 333 -249674 and 333 -249674 -01

Dear Messrs. Payne and Petmecky :

We have reviewed your amended registration statement  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 this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendm ent is appropriate, please tell us why in your
response.

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

Registration Statement on Form SF -1

Servicing Risks, page 23

1. We note that your risk factors “[t] he COVID -19 pandemic may impact SCE’s ability to
collect and service the fixed recovery charges and might reduce scheduled payments on
the bonds ” and “[c] hanges to billing, collection and posting practices might reduce the

Kevin M. Payne
Southern California Edison Company
William M. Petmecky, III
SCE Recovery Funding LLC
February 8, 2021
Page 2

 value of your investment in the bonds ” on pages 24 and 25, respectively, caution that
payments on the bonds may not be made due to the impact of the COVID -19 pandemic
and/or changes to servicing practices .  However, on page 35, y ou state that true -up
adjustments “are intended to ensure the recovery of revenues sufficient to retire the
principal amount of the bonds in accordance with the expected sinking fund schedule, to
pay all interest on the bonds when due, to pay fees and expe nses of servicing the bonds
and premiums, if any, associated with the bonds and to fund any required c redit
enhancement for the bonds”  and that the servicer  “may request an interim true -up
adjustment at any time for any reason to ensure timely payment of s cheduled principal of
and interest on the bonds and other required amounts and charges owing in connection
with the bonds on the next payment date. ”  Please revise your registration statement to
clarify how COVID -19 relief and changes to servicing practice s, as described in the risk
factors, could impact the true -up adjustments.

2. Please tell us what ongoing information you will provide to investors regarding changes
to servicing practices that impact bond payments and the true -up adjustments including,
but not necessarily limited to, reports on Form 10 -D.

Please contact Michelle Stasny  at (202) 551 -3674 or me at (202) 551 -3262 with any other
questions.

Sincerely,

 /s/ Arthur C. Sandel

 Arthur C. Sandel
 Special Counsel
 Office of Structured Finance

cc: Kathleen Brennan de Jesus, Esq.
 Southern California Edison Company

 Eric Tashman, Esq.
 Norton  Rose Fulbright

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 SOUTHERN CALIFORNIA EDISON COMPANY

2244 Walnut Grove Avenue

(P.O. Box 800)

 Rosemead,
California 91770

 February 9, 2021

VIA EDGAR

 Securities and Exchange Commission

Division of Corporate Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attention:    Arthur
C. Sandel, Office of Structured Finance

  Michelle Stasny, Office of Structured Finance

Re:    Southern California Edison Company

   SCE Recovery Funding LLC

   Registration Statement on Form SF-1

   File Nos. 333-249674 and 333-249674-01

 Dear Mr. Sandel and Ms. Stasny:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Southern California Edison Company (“SCE”) and SCE Recovery
Funding LLC (together with SCE, the “Registrants”), hereby request that the effective date for the registration statement referred to above be accelerated so that it will be declared effective at 9:00 a.m. Eastern Time on February 10,
2021, or as soon as possible thereafter.

 Please call or email Eric D. Tashman of Norton Rose Fulbright US LLP at (628) 231-6803 or eric.tashman@nortonrosefulbright.com as soon as the registration statement has been declared effective.

 Very Truly Yours

Southern California Edison Company

By:

 /s/ Natalia Woodward

Name:

Natalia Woodward

Title:

Vice President and Treasurer

 cc:        Eric D. Tashman, Norton Rose Fulbright US LLP

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CORRESP

 February 9, 2021

Division of Corporation Finance

 Securities and Exchange
Commission

 Division of Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:

Arthur Sandel – Structured Finance

Michelle Stasny – Structured Finance

Re:

Southern California Edison Company

SCE Recovery Funding LLC

Registration Statement on Form SF-1

Filed October 26, 2020

File Nos. 333-249674 and 333-249674-01

 Dear Mr. Sandel and Ms. Stasny:

In connection with the proposed offering of the securities under the above-captioned Registration Statement on Form SF-1 (the “Registration Statement”), we wish to advise you that we, as representatives of the underwriters, hereby join the request of Southern California Edison Company and SCE Recovery Funding LLC that
the effective date of the Registration Statement be accelerated so that the same will become effective on February 10, 2021 at 9:00 a.m. E.S.T., or as soon as practicable thereafter.

The following is supplemental information supplied under Rule 418(a)(7) and Rule 460 under the Securities Act of 1933:

(i)
 Date of Preliminary Prospectus: February 8, 2021

(ii)
 Anticipated dates of distribution: February 10, 2021 – February 17, 2021

(iii)
 Number of preliminary prospectuses expected to be distributed to prospective underwriters, institutional
investors, dealers and others: approximately 1500

(iv)
 We have complied and will comply, and have been informed by the participating underwriters that they have
complied and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Pursuant to Rule 460 of the Securities Act of 1933, please be advised that there will be distributed to each underwriter, who is reasonably
anticipated to participate in the distribution of the securities, as many copies of the proposed form of Preliminary Prospectus as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

Remainder of the page intentionally left blank

 Very truly yours,

Barclays Capital Inc.

 RBC Capital Markets, LLC

BARCLAYS CAPITAL INC.

By:

 /s/ Eric Chang

Name:

Eric Chang

Title:

Managing Director

RBC CAPITAL MARKETS, LLC

By:

 /s/ Keith Helwig

Name:

Keith Helwig

Title:

Managing Director

 On behalf of each of the Underwriters

Signature Page to Underwriters’ Acceleration Request

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 Norton Rose Fulbright US LLP

555 California Street, Suite 3300

 San Francisco, California
94104-1609 United States

 Direct line +1 628 231 6803

eric.tashman@nortonrosefulbright.com

Tel +1 628 231 6800

 Fax +1 628 231 6799

nortonrosefulbright.com

 February 8, 2021

 VIA
EDGAR

 Securities and Exchange Commission

 Division of
Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Arthur C. Sandel, Office of Structured Finance

Michelle Stasny, Office of Structured Finance

Re:
 Southern California Edison Company

 SCE Recovery Funding LLC

 Registration Statement on Form SF-1

 Filed October 26, 2020

 File Nos. 333-249674 and 333-249674-01

 SEC Comment Letter dated February 8, 2021

Dear Mr. Sandel:

 On behalf
of Southern California Edison Company (“SCE”) and SCE Recovery Funding LLC (together with SCE, the “Registrants”), we submit via EDGAR for review by the Securities and Exchange Commission (the “Commission”) the
accompanying Amendment No. 3 (“Amendment No. 3”) to the Registrants’ above-referenced Registration Statement on Form SF-1 (the “Registration Statement”). Amendment No. 3 reflects the Registrants’
responses to the comments received from the staff of the Commission (the “Staff”) contained in the Staff’s letter dated February 8, 2021 (the “Comment Letter”), and certain other updated information.

The Staff’s comments as reflected in the Comment Letter are reproduced in italics in this letter, and the corresponding
responses of the Registrants are shown below each comment. All references to page numbers in the Registrants’ responses are to the page numbers in Amendment No. 3.

Servicing Risks, page 23

1.
 We note that your risk factors “[t]he COVID-19 pandemic may impact SCE’s ability to collect and
service the fixed recovery charges and might reduce scheduled payments on the bonds” and “[c]hanges to billing, collection and posting practices might reduce the value of your investment in the bonds” on pages 24 and 25, respectively,
caution that payments on the bonds may not be

made due to the impact of the COVID-19 pandemic and/or changes to servicing practices. However, on page 35, you state that true-up adjustments “are intended to ensure the recovery of
revenues sufficient to retire the principal amount of the bonds in accordance with the expected sinking fund schedule, to pay all interest on the bonds when due, to pay fees and expenses of servicing the bonds and premiums, if any, associated with
the bonds and to fund any required credit enhancement for the bonds” and that the servicer “may request an interim true-up adjustment at any time for any reason to ensure timely payment of scheduled principal of and interest on the bonds
and other required amounts and charges owing in connection with the bonds on the next payment date.” Please revise your registration statement to clarify how COVID-19 relief and changes to servicing practices, as described in the risk factors,
could impact the true-up adjustments.

 Response: In response to the Staff’s comment, the Registrants
have revised the disclosure to clarify how the COVID-19 pandemic could impact the true-up adjustments. We have further deleted the risk factor entitled “Changes to billing, collection and posting practices might reduce the value of your
investment in the bonds” that appeared on page 25 of the Amendment No. 2 to the Registration Statement, and clarified that the only material risk to the payment of the bonds would arise from legislative or commission actions, not from
changes to servicer’s billing practices.

2.
 Please tell us what ongoing information you will provide to investors regarding changes to servicing
practices that impact bond payments and the true-up adjustments including, but not necessarily limited to, reports on Form 10-D.

Response: As noted above, the Registrants have eliminated as a risk factor changes relating to the servicer’s billing, collection
and posting practices. The Registrants further note that the servicer is obligated under the Servicing Agreement to report (on Form 10-D or otherwise) any “material legislative or regulatory development directly relevant to the
bonds.” Please see “SEC Filings; Website Disclosure” on page 73 of the Amendment No. 3.

 We hope that the
foregoing has been responsive to the Staff’s comments. If you have any questions or comments about this letter or need any further information, please call the undersigned at (628) 231-6803.

Very Truly Yours

By:

/s/ Eric D. Tashman

Eric D. Tashman

cc:
 Kevin M. Payne (SCE)

William M. Petmecky III (SCE Recovery Funding LLC)

Natalia Woodward (SCE)

Kathleen Brennan de Jesus, Esq. (SCE)

Norton Rose Fulbright US LLP is a limited liability partnership registered under the laws of Texas.

Norton Rose Fulbright US LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP and Norton Rose
Fulbright South Africa Inc are separate legal entities and all of them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose Fulbright Verein helps coordinate the activities of the members but does not itself provide legal
services to clients. Details of each entity, with certain regulatory information, are available at nortonrosefulbright.com.

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CORRESP

 Norton Rose Fulbright US LLP

 555 California
Street, Suite 3300

 San Francisco, California 94104-1609 United States

Direct line +1 628 231 6803

eric.tashman@nortonrosefulbright.com

Tel +1 628 231 6800 Fax +1 628 231 6799

nortonrosefulbright.com

 February 4, 2021

 VIA EDGAR

 Securities and Exchange Commission

 Division of
Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:

 Arthur C. Sandel, Office of Structured Finance

Michelle Stasny, Office of Structured Finance

          Re:

 Southern California Edison Company

SCE Recovery Funding LLC

 Registration Statement on Form
SF-1

 Filed October 26, 2020

File Nos. 333-249674 and
333-249674-01

 SEC Comment Letter dated January 25,
2021

 Dear Mr. Sandel:

On behalf of Southern California Edison Company (“SCE”) and SCE Recovery Funding LLC (together with SCE, the
“Registrants”), we submit via EDGAR for review by the Securities and Exchange Commission (the “Commission”) the accompanying Amendment No. 2 (including certain exhibits) (“Amendment No. 2”) to the
Registrants’ above-referenced Registration Statement on Form SF-1 (the “Registration Statement”). Amendment No. 2 reflects the Registrants’ responses to the comments received from the
staff of the Commission (the “Staff”) contained in the Staff’s letter dated January 25, 2021 (the “Comment Letter”), and certain other updated information.

The Staff’s comments as reflected in the Comment Letter are reproduced in italics in this letter, and the corresponding responses of the
Registrants are shown below each comment. All references to page numbers in the Registrants’ responses are to the page numbers in Amendment No. 2.

General

1.
 We note your new disclosure on page 73 regarding the conditions of issuance of additional recovery bonds by
SCE Recovery Funding LLC. Please confirm that additional issuances of securities issued by SCE Recovery Funding LLC will be registered on separate registration statements.

 Response: The Registrants confirm their understanding that additional issuance of the securities
issued by SCE Recovery Funding LLC will be registered on separate registration statements.

2.
 Additionally, please update the table of contents of your form of prospectus to include the new section
entitled “Conditions of Issuance of Additional Recovery Bonds” that begins on page 73.

 Response: In response to
the Staff’s comment, the Registrants have updated the table of contents to include the new section entitled “Conditions of Issuance of Additional Recovery Bonds.”

We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions or comments about this letter or need any further
information, please call the undersigned at (628) 231-6803.

Very Truly Yours

By:

/s/ Eric D. Tashman

Eric D. Tashman

cc:
 Kevin M. Payne (SCE)

William M. Petmecky III (SCE Recovery Funding LLC)

Natalia Woodward (SCE)

 Kathleen
Brennan de Jesus, Esq. (SCE)

 Norton Rose Fulbright US LLP is a limited liability partnership registered under the laws of Texas.

Norton Rose Fulbright US LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP and Norton Rose Fulbright South
Africa Inc are separate legal entities and all of them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients.
Details of each entity, with certain regulatory information, are available at nortonrosefulbright.com.

Mail Stop 3628

January 25, 2021

Kevin M. Payne
President and Chief Executive Officer
Southern California Edison Company
2244 Walnut Grove Avenue (P.O. Box 800)
Rosemead, California 91770

William M. Petmecky, III
President and Manager
SCE Recovery Funding LLC
2244 Walnut Grove Avenue (P.O. Box 5407)
Rosemead, California 91770

Re: Southern California Edison Company
 SCE Recovery Funding LLC
Amendment No. 1 to Registration Statement on Form SF-1
Filed January 19, 2021
  File No s. 333-249674 and 333-249674 -01

Dear Messrs . Payne  and Petmecky :

We have reviewed your amended registration statement  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 this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendm ent is appropriate, please tell us why in your
response.

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

Registration Statement on Form SF -1

General

1. We note your new disclosure on page 73 regarding the conditions of issuance of
additional recovery bonds by SCE Recovery Funding LLC.  Please confirm that

Kevin M. Payne
Southern California Edison Company
William M. Petmecky, III
SCE Recovery Funding LLC
January 25, 2021
Page 2

 additional issuances of securities issued by SCE Recovery Funding LLC will be
registered on  separate registration statements.

2. Additionally, please update the table of contents of your form of prospectus to include the
new section entitled “Conditions of Issuance of Additional Recovery Bonds” that begins
on page 73.

Please contact Michelle Stasny  at (202) 551 -3674  or me at (202) 551 -3262  with any other
questions.

Sincerely,

 /s/ Arthur C. Sandel

 Arthur C. Sandel
 Special Counsel
 Office of Structured Finance

cc: Kathleen Brennan de Jesus, Esq.
 Southern California Edison Company

 Eric Tashman, Esq.
 Norton  Rose Fulbright

CORRESP
1
filename1.htm

CORRESP

Norton Rose Fulbright US LLP

555 California Street, Suite 3300

San Francisco, California 94104-1609 United States

Direct line +1 628 231 6803

eric.tashman@nortonrosefulbright.com

Tel +1 628 231 6800

Fax +1 628 231 6799

nortonrosefulbright.com

 January 19, 2021

 VIA
EDGAR

 Securities and Exchange Commission

 Division of
Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:    Arthur C. Sandel, Office of Structured Finance

    Michelle Stasny, Office of Structured Finance

Re:
 Southern California Edison Company

 SCE Recovery Funding LLC

 Registration Statement on Form SF-1

 Filed October 26, 2020

 File Nos. 333-249674 and 333-249674-01

 SEC Comment Letter dated November 17, 2020

Dear Mr. Sandel:

 On behalf of Southern
California Edison Company (“SCE”) and SCE Recovery Funding LLC (together with SCE, the “Registrants”), we submit via EDGAR for review by the Securities and Exchange Commission (the “Commission”) the accompanying
Amendment No. 1 (including certain exhibits) (“Amendment No. 1”) to the Registrants’ above-referenced Registration Statement on Form SF-1 (the “Registration Statement”).
Amendment No. 1 reflects the Registrants’ responses to the comments received from the staff of the Commission (the “Staff”) contained in the Staff’s letter dated November 17, 2020 (the “Comment Letter”),
certain other updated information and structural changes. For your convenience, the Registrants are providing to the Staff a supplemental typeset copy of Amendment No. 1 marked to indicate the changes from the Registration Statement that was
filed on October 26, 2020.

 The Staff’s comments as reflected in the Comment Letter are reproduced in italics in this letter,
and the corresponding responses of the Registrants are shown below each comment. All references to page numbers in the Registrants’ responses are to the page numbers in Amendment No. 1.

General

1.
 We note that throughout the registration statement you refer to the “series supplement” to the
indenture. Please confirm your understanding that additional issuances of securities issued by SCE Recovery Funding LLC will be registered on separate registration statements.

 Response: The Registrants confirm their understanding that additional issuance of the securities
issued by SCE Recovery Funding LLC will be registered on separate registration statements.

2.
 We note that throughout the registration statement you occasionally use the term “issuer” when
referring to the issuing entity (or an issuing entity). Please note that the issuer of asset-backed securities is the depositor for a particular issuing entity, and not the issuing entity itself. Refer to Securities Act Rule 191. For clarity, please
replace references to “issuer” with “issuing entity” as appropriate.

 Response: In response to the
Staff’s comment, the Registrants have replaced references to the “issuer” throughout the Registration Statement where intended to refer to SCE Recovery Funding LLC rather than the depositor, with references to the “issuing
entity” in Amendment No. 1.

3.
 Please confirm that no more than 50% of the recovery property, as measured by dollar volume, will be
delinquent as of the measurement date. Refer to Item 1101(c)(2)(iv) of Regulation AB.

 Response: The Registrants respectfully
submit that the recovery charge has not been imposed and accordingly there are no delinquencies at this time. Based on the recovery charge collected as part of the SCE’s normal billing process, SCE notes that as of December 31, 2019,
delinquencies as a percentage of total billed revenues for all classes of customers was 1.71%.

 Form of Prospectus

Cover Page of Prospectus

4.
 We note on pages 110-111 that the underwriters may engage in
overallotment transactions and other similar transactions. Please include disclosure of this option on the cover page of the prospectus pursuant to Item 501(b)(2) of Regulation S-K.

Response: The Registrants respectfully submit that the overallotment transactions described on pages 117-118 of
the prospectus do not constitute an “over-allotment option” described in Item 501(b)(2) of Regulation S-K. We understand the “over-allotment option” described in Item 501(b)(2) of
Regulation S-K (often referred to as a “green shoe”), to refer to an option exercisable by the underwriters to purchase additional securities from the issuer to cover over-allotments, which
securities can be sold by the underwriters in connection with the offering. In this offering, however, neither SCE nor the issuing entity is providing any underwriter with the option to purchase additional securities in connection with the offering.
Rather, the overallotment transactions described on pages 117-118 of the prospectus are sales to investors by the underwriting syndicate in excess of the stated offering size, which sales will be covered by
the underwriters by purchasing the securities in the open market after the distribution of the securities has been completed. We believe transactions of this type are commonly disclosed in securities offerings of this type but are not disclosed on
the cover page for this reason.

 Cautionary Statement Regarding Forward-Looking Information, page 2

5.
 We note your statement that you undertake no obligation to update or revise any forward-looking statement.
This disclaimer does not appear to be consistent with your disclosure obligations. Please revise to clarify that you will update this information to the extent required by law.

Response: In response to the Staff’s comment, the Registrants have revised the disclaimer to clarify that it will update or revise its future
disclosures to the extent required by law.

 2

 Prospectus Summary of Terms

State Pledge, page 9

6.
 We note your use of the term “prospectus supplement.” Please revise to only refer to the
“prospectus.”

 Response: In response to the Staff’s comment, the Registrants have replaced the reference to
“prospectus supplement” with “prospectus” in Amendment No. 1.

 The Depositor, Seller, Initial Servicer and Sponsor

Billing and Collections, page 49

7.
 We note your disclosure that, if a customer does not pay their bill on time, SCE applies a late payment
charge. Please revise to describe when a payment is not “on time” and clarify how you determine when a payment is delinquent. Refer to Item 1100(b)(5) of Regulation AB.

Response: In response to the Staff’s comment, the Registrants have revised the disclosure to clarify that bills are due within 19 days after they
are issued and if a payment is not posted by the 20th day after the issuance of the bill, a late payment charge is assessed.

 Description of the Bonds

 Principal Payments, page 59

8.
 We note your statement that you will make scheduled payments of principal “to the holders of the
tranche bonds.” It is unclear to which bond holders you are referring, as elsewhere in the prospectus you indicate that there may be multiple tranches of bonds issued. Please revise to specify how principal payments will be made.

 Response: The Registrants respectfully submit that the Issuing Entity will make payments of principal on each payment date
and sequentially to each tranche of bonds, in accordance with the expected sinking fund schedule. Please note disclosures pertaining to the payment of principal under the heading “Principal Payments” on page 63 of Amendment No. 1.

 Security for the Series A Bonds

 Pledge of
Collateral, page 82

9.
 We note that, in addition to the recovery property, property in the collection account and all of its
subaccounts will also secure the bonds, including “cash instruments, investment property or other assets on deposit therein or credited thereto from time to time and all financial assets and securities entitlements carried therein or credited
thereto.” Please confirm whether any of the underlying collateral will consist of securities for purposes of Rule 190 under the Securities Act.

Response: The Registrants hereby confirm that none of the underlying collateral will consist of securities for purposes of Rule 190 under the
Securities Act.

 3

 Part II – Information Not Required in Prospectus

Item 14. Exhibits, page II-3

10.
 Please file your remaining exhibits with your next amendment. Refer to Item 1100(f) of Regulation AB and
Instruction 1 to Item 601 of Regulation S-K.

 Response: The Registrants are filing
certain of their exhibits with Amendment No. 1 and will file the remaining exhibits with a subsequent amendment to the Registration Statement.

Item 15. Undertakings, page II-3

11.
 Please revise to include the undertakings under Items 512(b) and 512(k) of Regulation S-K or tell us why it is not appropriate for you to do so.

 Response: In response to the
Staff’s comment, the Registrants have revised the Registration Statement to include the undertaking under Item 512(b). The Registrants have not included the undertaking under Item 512(k) of Regulation S-K
because the issuing entity has not and does not intend to incorporate by reference the annual report filed pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 of a third party.

We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions or comments about this letter or need any further
information, please call the undersigned at (628) 231-6803.

Very Truly Yours

By:

 /s/ Eric D. Tashman

Eric D. Tashman

cc:
 Kevin M. Payne (SCE)

William M. Petmecky III (SCE Recovery Funding LLC)

Natalia Woodward (SCE)

 Kathleen
Brennan de Jesus, Esq. (SCE)

 Norton Rose Fulbright US LLP is a limited liability partnership registered under the laws of Texas.

Norton Rose Fulbright US LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP and Norton Rose Fulbright South
Africa Inc are separate legal entities and all of them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients.
Details of each entity, with certain regulatory information, are available at nortonrosefulbright.com.

Mail Stop 3628

November 17 , 2020

Kevin M . Payne
President and Chief Executive Officer
Southern California Edison Company
2244 Walnut Grove Avenue (P.O . Box 800)
Rosemead, California 91770

William M . Petmecky, III
President and Manager
SCE Recovery Funding LLC
2244 Walnut Grove Avenue (P.O . Box 5407)
Rosemead, California 91770

Re: Southern California Edison Company
 SCE Recovery Funding LLC
Registration Statement on Form SF-1
Filed October 27, 2020
  File No s. 333-249674 and 333-249674 -01

Dear Messrs . Payne  and Petmecky :

We have reviewed your registration statement  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 this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropri ate, please tell us why in your
response .

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

Registration Statement on Form SF -1

General

1. We note that throughout the registration statement you refer to the “series supplement” to
the indenture .  Please confirm your understanding that additional issuances of securities

Kevin M . Payne
Southern California Edison Company
William M . Petmecky, III
SCE Recovery F unding LLC
November 17 , 2020
Page 2

 issued by SCE Recovery Funding LLC will be registered on separate registration
statements .

2. We note that throughout the registration statement you occasionally use the term “issuer”
when referring to the issuing entity (or an issuing entity) .  Please note that the issuer of
asset -backed securities is the depositor for a particular i ssuing entity, and not the issuing
entity itself .  Refer to Securities Act Rule 191 .  For clarity, please replace references to
“issuer” with “issuing entity” as appropriate.

3. Please confirm that  no more than 50%  of the recovery property, as  measured by dollar
volume , will be delinquent as of the measurement date .  Refer to Item 1101(c)(2)(iv) of
Regulation AB.

Form of Prospectus

Cover Page of Prospectus

4. We note on page s 110-111 that the underwriters may engage in overallotment
transaction s and other similar transactions .  Please include disclosure of this option on the
cover page of the prospectus pursuant to Item  501(b)(2) of Regulation S -K.

Cautionary Statement Regarding Forward -Looking Information, page 2

5. We note your statement that y ou undertake no obligation to update or revise any forward -
looking statement .  This disclaimer does not appear to be consistent with your disclosure
obligations .  Please revise to clarify that you will update this information to the extent
required by law.

Prospectus Summary of Terms

State Pledge, page 9

6. We note your use of the term “prospectus supplement.”  Please revise to only refer to the
“prospectus.”

The Depositor, Seller, Initial Servicer and Sponsor

Billing and Collections, page 49

7. We note your disclosure that , if a customer does not pay their bill on time, SCE applies a
late payment charge .  Please revise to describe when a payment is not “on time” and

Kevin M . Payne
Southern California Edison Company
William M . Petmecky, III
SCE Recovery F unding LLC
November 17 , 2020
Page 3

 clarify how you determine when a payment is delinquent .  Refer to Item 1100(b)(5) of
Regu lation AB.

Description of the Bonds

Principal Payments, page 59

8. We note your statement that you will make scheduled payments of principal “to the
holders of the tranche bonds.”  It is unclear to which bond holders you are referring, as
elsewhere in the prospectus you indicate that there may be multiple tranches of bonds
issued .  Please revise to specify  how principal payments will be made.

Security for the Series A Bonds

Pledge of Collateral, page 8 2

9. We note that, in addition to the recovery property,  property in the collection account and
all of its subaccounts  will also secure the bonds, including “cash instruments, investment
property or other assets on deposit therein or credited thereto from time to time and all
financial assets and securities entitlements carried therein or credited thereto.”  Please
confirm whether any of the underlying collateral will consist of securities  for purposes of
Rule 190 under the Securities Act.

Part II – Information Not Required in Prospectus

Item 14 .  Exhibits, page II -3

10. Please file your remaining exhibits with your next amendment .  Refer to Item 1100(f) of
Regulation AB and Instruction 1 to Item 601 of Regulation S -K.

Item 15 .  Undertakings, page II -3

11. Please revise to include the undertakings under Items 512(b) and 512(k) of Regulation
S-K or tell us why it is  not appropriate for you to do so.

We remind you that the company and its mana gement are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff .

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement .

Kevin M . Payne
Southern California Edison Company
William M . Petmecky, III
SCE Recovery F unding LLC
November 17 , 2020
Page 4

 Please contact Michelle Stasny  at (202) 551 -3674  or me at (202) 551 -3262  with any other
questions.

Sincerely,

 /s/ Arthur C. Sandel

 Arthur C . Sandel
 Special Counsel
 Office of Structured Finance

cc: Kathleen Brennan de Jesus, Esq.
 Southern California Edison Company

 Eric Tashman, Esq.
 Norton  Rose Fulbright

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

CORRESP
1
filename1.htm

		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

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

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