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<SEC-DOCUMENT>0000827052-03-000123.txt : 20030905
<SEC-HEADER>0000827052-03-000123.hdr.sgml : 20030905
<ACCEPTANCE-DATETIME>20030905163733
ACCESSION NUMBER:		0000827052-03-000123
CONFORMED SUBMISSION TYPE:	S-4/A
PUBLIC DOCUMENT COUNT:		9
REFERENCES 429:			333-106917
FILED AS OF DATE:		20030905

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SOUTHERN CALIFORNIA EDISON CO
		CENTRAL INDEX KEY:			0000092103
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRIC SERVICES [4911]
		IRS NUMBER:				951240335
		STATE OF INCORPORATION:			CA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4/A
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-106917
		FILM NUMBER:		03884183

	BUSINESS ADDRESS:	
		STREET 1:		2244 WALNUT GROVE AVE
		STREET 2:		P O BOX 800
		CITY:			ROSEMEAD
		STATE:			CA
		ZIP:			91770
		BUSINESS PHONE:		6263021212

	MAIL ADDRESS:	
		STREET 1:		2244 WALNUT GROVE AVE
		CITY:			ROSEMEAD
		STATE:			CA
		ZIP:			91770
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-4/A
<SEQUENCE>1
<FILENAME>s4a.htm
<DESCRIPTION>AMENDMENT TO S-4 (SO. CALIF. EDISON COMPANY)
<TEXT>
<HTML>
<HEAD>
<TITLE>
Amendment to S-4</TITLE>
</HEAD>
<BODY>
<PRE>
                     As filed with the Securities and Exchange Commission on September 5, 2003



                                                                                        Registration No. 333-106917


                                                   UNITED STATES
                                        SECURITIES AND EXCHANGE COMMISSION
                                              Washington, D.C. 20549

                                                AMENDMENT NO. 1 TO
                                                     Form S-4
                                              REGISTRATION STATEMENT
                                                       UNDER
                                            THE SECURITIES ACT OF 1933

                                        Southern California Edison Company
                              (Exact name of registrant as specified in its charter)


               California                                4911                               95-1240335
    (State or other jurisdiction of          (Primary Standard Industrial      (I.R.S. Employer Identification No.)
     incorporation or organization)          Classification Code Number)


                                             2244 Walnut Grove Avenue
                                            Rosemead, California 91770
                                                   626-302-1212

                     (Address, including zip code, and telephone number, including area code,
                                   of registrant's principal executive offices)

                                                Kenneth S. Stewart
                                             Assistant General Counsel
                                      2244 Walnut Grove Avenue (P.O. Box 800)
                                            Rosemead, California 91770
                                                   626-302-6601

       (Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed exchange offer: As soon as practicable after the effective date of
this registration statement.

         If the securities being registered on this form are being offered in connection with the formation of a
holding company and there is compliance with General Instruction G, check the following box.     |_|

         If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under
the Securities Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.                 |_|

         If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check
the following box and list the Securities Act registration statement number of the earlier effective registration
statement for the same offering.    |_|


<PAGE>


                                          CALCULATION OF REGISTRATION FEE

===================================================================================================================

                                                     Proposed Maximum        Proposed Maximum         Amount of
    Title of Each Class of        Amount to be           Offering           Aggregate Offering     Registration Fee
 Securities to be Registered       Registered       Price per Bond(1)            Price(1)

===================================================================================================================

First and Refunding Mortgage
Bonds, 8% Series 2003B, Due
2007                              $965,965,000              100%                $965,965,000          $78,146.57

===================================================================================================================

(1)   Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f) under the
      Securities Act.

         The registrant hereby amends this registration statement on such date or dates as may be necessary to
delay its effective date until the registrant shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of
1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant
to said Section 8(a), may determine.

<PAGE>




The information in this prospectus is not complete and may be changed.  We may not sell these securities until the
registration statement filed with the Securities and Exchange Commission is effective.  This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.


                                  SUBJECT TO COMPLETION, DATED SEPTEMBER __, 2003


                                                    PROSPECTUS


                                        SOUTHERN CALIFORNIA EDISON COMPANY

                                                 OFFER TO EXCHANGE

        $965,965,000 principal amount of its First and Refunding Mortgage Bonds, 8% Series 2003B, Due 2007,
                           which have been registered under the Securities Act of 1933,
               for any and all of its First and Refunding Mortgage Bonds, 8% Series 2003A, Due 2007


         We are offering to exchange our First and Refunding Mortgage Bonds, 8% Series 2003B, Due 2007, which
have been registered under the Securities Act of 1933, or the "exchange bonds," for our currently outstanding
First and Refunding Mortgage Bonds, 8% Series 2003A, Due 2007, or the "outstanding bonds."  The exchange bonds
are substantially identical to the outstanding bonds, except that the exchange bonds have been registered under
the federal securities laws and will not bear any legend restricting their transfer.  The exchange bonds will
represent the same debt as the outstanding bonds, and we will issue the exchange bonds under the same indenture.

         We will exchange all outstanding bonds that you validly tender and do not validly withdraw before the
exchange offer expires for an equal principal amount of exchange bonds. The exchange offer expires at 5:00 p.m.,
New York City time, on [____] 2003, unless extended. We do not currently intend to extend the exchange offer.

         You may withdraw tenders of outstanding bonds at any time prior to the expiration of the exchange offer.

         The exchange of outstanding bonds for exchange bonds will not be a taxable event for United States
federal income tax purposes.

         We will not receive any proceeds from the exchange offer.

         We do not intend to apply for listing of the exchange bonds on any securities exchange or automated
quotation system.

         Investing in the exchange bonds involves risks. See "Risk Factors" beginning on page 12.

         Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus is truthful or complete.  Any representation to
the contrary is a criminal offense.



                                 The date of this prospectus is September __, 2003


<PAGE>




                                                 TABLE OF CONTENTS

About This Prospectus.................................................................................. 2
Additional Information................................................................................. 3
Forward-Looking Statements............................................................................. 3
Prospectus Summary..................................................................................... 4
Recent Developments.................................................................................... 9
Selected Consolidated Financial and Operating Data.................................................... 11
Risk Factors.......................................................................................... 12
Information About Southern California Edison Company.................................................. 21
The Exchange Offer.................................................................................... 22
Use of Proceeds....................................................................................... 31
Description of the Exchange Bonds..................................................................... 31
Plan of Distribution.................................................................................. 38
Material United States Federal Income Tax Consequences................................................ 38
Legal Matters......................................................................................... 41
Experts  ............................................................................................. 41


                                               ABOUT THIS PROSPECTUS

         In this prospectus, the terms "SCE," "we," "us," or "our" refer to Southern California Edison Company,
the issuer of the outstanding bonds and the exchange bonds.  "Outstanding bonds" refers to our First and
Refunding Mortgage Bonds, 8% Series 2003A, Due 2007, of which $965,965,000 principal amount were originally
issued on February 24, 2003.  "Exchange bonds" refers to our First and Refunding Mortgage Bonds, 8% Series 2003B,
Due 2007 offered pursuant to this prospectus.  We sometimes refer to the outstanding bonds and the exchange bonds
collectively as the "bonds."

         Each broker-dealer that receives exchange bonds for its own account pursuant to the exchange offer must
acknowledge that it will deliver a prospectus in connection with any resale of such exchange bonds.  The letter
of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act of 1933.  This prospectus, as it
may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of
exchange bonds received in exchange for outstanding bonds where such outstanding bonds were acquired by such
broker-dealer as a result of market-making activities or other trading activities.  We have agreed that, starting
on the expiration date of the exchange offer and ending on the close of business one year after such date, we
will make this prospectus available to any broker-dealer for use in connection with any such resale.  See "Plan
of Distribution."

         We have not authorized any dealer, salesman or other person to give any information or to make any
representation other than those contained or incorporated by reference in this prospectus. You must not rely upon
any information or representation not contained or incorporated by reference in this prospectus as if we had
authorized it. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any
securities other than the registered securities to which it relates, nor does this prospectus constitute an offer
to sell or a solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful
to make such offer or solicitation in such jurisdiction.

         This prospectus incorporates important business and financial information about us that is not included
in or delivered with this prospectus.  This information is available without charge to security holders upon
written or oral request.  You must make this request to Betty Hutchinson, Corporate Governance, 2244 Walnut Grove
Avenue, Rosemead, California 91770; telephone number (626) 302-2662 or facsimile number (626) 302-2610.  To
obtain timely delivery, you must request the information no later than five business days before the expiration
date of the exchange offer, or [__________], 2003.



Page 2

                                              ADDITIONAL INFORMATION

         This prospectus is part of a registration statement on Form S-4, the "exchange offer registration
statement," that we filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, and the rules and regulations thereunder, which we refer to collectively as the Securities Act.  The
exchange offer registration statement covers the exchange bonds being offered and encompasses all amendments,
exhibits, annexes, and schedules to the registration statement.  This prospectus does not contain all the
information in the exchange offer registration statement.  For further information about us and the exchange
offer, reference is made to the exchange offer registration statement.  Statements made in this prospectus as to
the contents of any contract, agreement, or other document referred to are not necessarily complete.  For a more
complete understanding and description of each contract, agreement, or other document filed as an exhibit to the
exchange offer registration statement, we encourage you to read the documents contained in the exhibits.

         You also may find additional information about us under "Information about Southern California Edison
Company" below, including a description of documents that are delivered with and incorporated by reference into
this prospectus and documents that are available from the Securities and Exchange Commission or our Website.


                                            FORWARD-LOOKING STATEMENTS

            This prospectus contains forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Securities Exchange Act of 1934.  The forward-looking statements reflect
our current expectations and projections about future events based on our knowledge of present facts and
circumstances and assumptions about future events.  Other information distributed by us that is incorporated in
this prospectus, or that refers to or incorporates this prospectus, may also contain forward-looking statements.
In this prospectus and elsewhere, the words "expects," "believes," "anticipates," "estimates," "intends,"
"plans," "probable," and variations of such words and similar expressions are intended to identify forward-looking
statements.  Such statements necessarily involve risks and uncertainties that could cause actual results to
differ materially from those anticipated.  Some of the risks, uncertainties and other important factors that
could cause results to differ, or that otherwise could impact us are listed under the heading "Risk Factors"
beginning on page 12 of the prospectus and under the heading "Forward-Looking Information and Risk Factors" in
the Management's Discussion and Analysis of Results of Operations and Financial Condition that appears in our
2002 Annual Report to Shareholders and is incorporated by reference into and provided with this prospectus.

            Additional information about risks and uncertainties is contained throughout this prospectus, and in
the Management's Discussion and Analysis of Results of Operations and Financial Condition and the Notes to
Consolidated Financial Statements that appear in our 2002 Annual Report to Shareholders and are incorporated by
reference into and provided with this prospectus.  Readers are urged to read this entire prospectus, including
the information incorporated by reference, and carefully consider the risks, uncertainties, and other factors
that affect our business.  The information contained in this prospectus is subject to change without notice, and
we are not obligated to publicly update or revise forward-looking statements.  Readers should review future
reports that we file with the Securities and Exchange Commission.


Page 3

                                                PROSPECTUS SUMMARY

         This summary highlights selected information from this prospectus, but does not contain all information
that may be important to you.  This prospectus includes or incorporates by reference specific terms of the
exchange offer, as well as information regarding our business and detailed financial data.  We encourage you to
read the detailed information and financial statements appearing elsewhere or incorporated by reference in this
prospectus.

                                        Southern California Edison Company

         We are an electric utility providing retail electric service to 4.5 million business and residential
customers over a 50,000 square mile service area in coastal, central, and southern California, excluding the City
of Los Angeles and certain other cities.  We own and operate transmission and distribution facilities and
hydroelectric, coal, and nuclear power plants for the purpose of serving our customers' electricity needs.  In
addition to power provided from our own generating resources, we procure power through long-term contracts from a
variety of sources including other utilities, merchant generators, and other non-utility generators, including
qualifying facilities.  Our customers also receive power purchased on their behalf through contracts signed by
the California Department of Water Resources.

         All of our common stock is owned by Edison International, a holding company with subsidiaries involved
in both electric utility and non-electric utility businesses.  Our principal executive offices are located at
2244 Walnut Grove Avenue, Rosemead, CA 91770, and our telephone number is (626) 302-1212.

                                      Summary of the Original Exchange Offer

Original Exchange Offer               On January 14, 2003, we commenced an exchange offer, which we refer to herein
                                      as the "original exchange offer," whereby we offered eligible holders the
                                      opportunity to exchange each $1,000 principal amount of our 8.95% Variable
                                      Rate Notes due 2003 that they held for $1,000 principal amount of the
                                      outstanding bonds.  Because the original exchange offer was not a transaction
                                      registered under the Securities Act, the outstanding bonds were only offered
                                      or issued (i) in the United States, to qualified institutional buyers, as that
                                      term is defined in Rule 144A under the Securities Act, in a private
                                      transaction in reliance upon an exemption from the registration requirements
                                      of the Securities Act, and (ii) outside the United States, to persons other
                                      than U.S. persons in offshore transactions in reliance upon Regulation S under
                                      the Securities Act.  Citigroup (formerly Salomon Smith Barney) acted as the
                                      lead dealer manager for the original exchange offer, while JPMorgan acted as
                                      the co-dealer manager.

Registration Rights Agreement         Upon the closing of the original exchange offer, we entered into a
                                      registration rights agreement with the dealer managers relating to the
                                      exchange offer covered by this prospectus.  In the registration rights
                                      agreement, we agreed, among other things to:

                                      o   use our reasonable best efforts to cause a registration statement to
                                          become effective under the Securities Act within 270 days after the
                                          original issue date of the outstanding bonds;

                                      o   use our reasonable best efforts to consummate this exchange offer within
                                          45 days after the effective date of the registration statement; and

                                      o   under certain circumstances, file, and cause to become effective, a shelf
                                          registration statement for the resale of the outstanding bonds.



Page 4

                                           Summary of the Exchange Offer

         The following is a brief summary of terms of the exchange offer covered by this prospectus.  For a more
complete description of the exchange offer, see "The Exchange Offer."

Reasons for the Exchange Offer        Pursuant to the registration rights agreement, we are offering to exchange
                                      $1,000 principal amount of our First and Refunding Mortgage Bonds, 8% Series
                                      2003B, Due 2007, which have been registered under the Securities Act, for each
                                      $1,000 principal amount of our currently outstanding First and Refunding
                                      Mortgage Bonds, 8% Series 2003A, Due 2007, which were offered without
                                      registration under the Securities Act in the initial exchange offer.

Mechanics of the Exchange Offer       We will accept any and all outstanding bonds validly tendered and not
                                      withdrawn prior to 5:00 p.m., New York City time, on [______], 2003.  Holders
                                      may tender some or all of their outstanding bonds pursuant to the exchange
                                      offer.  However, outstanding bonds must be tendered in a minimum principal
                                      amount of $250,000 and in integral multiples of $1,000 in excess thereof.
                                      Exchange bonds will be issued only in minimum denominations of $250,000 and
                                      integral multiples of $1,000 in excess thereof.  The form and terms of the
                                      exchange bonds are the same as the form and terms of the outstanding bonds
                                      except that:

                                      o   the exchange bonds have been registered under the Securities Act and will
                                          not bear any legend restricting their transfer;

                                      o   the exchange bonds bear a Series B designation and a different CUSIP
                                          number than the outstanding bonds; and

                                      o   the holders of the exchange bonds will not be entitled to certain rights
                                          under the registration rights agreement, including the provisions for an
                                          increase in the interest rate in some circumstances relating to the timing
                                          of the exchange offer.

Resales                               We believe that the exchange bonds issued in the exchange offer may be offered
                                      for resale, resold and otherwise transferred by you without compliance with
                                      the registration and prospectus delivery provisions of the Securities Act,
                                      provided that:

                                      o   you acquire the exchange bonds in the ordinary course of your business;

                                      o   you are not participating, do not intend to participate, and have no
                                          arrangement or understanding with any person to participate, in the
                                          distribution of the exchange bonds issued in the exchange offer; and

                                      o   you are not an affiliate of ours.

                                      If any of these conditions is not satisfied and you transfer any exchange
                                      bonds issued to you in the exchange offer without delivering a prospectus
                                      meeting the requirements of the Securities Act or without an exemption from
                                      registration of your exchange bonds from these requirements, you may incur
                                      liability under the Securities Act.  We will not assume, nor will we indemnify
                                      you against, any such liability.

                                      Each broker-dealer that is issued exchange bonds in the exchange offer for its
                                      own account in exchange for outstanding bonds, where such outstanding bonds
                                      were acquired by that broker-dealer as a result of market-making or other
                                      trading activities, must acknowledge that it will deliver a prospectus meeting
                                      the requirements of the Securities Act in connection with any resale of the
                                      exchange bonds.  See "Plan of Distribution."



Page 5


Expiration Date                       The exchange offer will expire at 5:00 p.m., New York City time, on [______],
                                      2003, unless we decide to extend the exchange offer.  We do not currently
                                      intend to extend the exchange offer.

Conditions to the Exchange Offer      The exchange offer is subject to certain customary conditions, including that
                                      it does not violate any applicable law or Securities and Exchange Commission
                                      staff interpretation.

Procedures for Tendering
Outstanding Bonds                     If you wish to accept the exchange offer, you must complete, sign and date the
                                      letter of transmittal, or a facsimile of the letter of transmittal, in
                                      accordance with the instructions contained in this prospectus and in the
                                      letter of transmittal.  You should then mail or otherwise deliver the letter
                                      of transmittal, or facsimile, together with the outstanding bonds to be
                                      exchanged and any other required documentation, to the exchange agent at the
                                      address set forth in this prospectus and in the letter of transmittal.

                                      By executing the letter of transmittal, you will represent to us that, among
                                      other things:

                                      o   you, or the person or entity receiving the related exchange bonds, are
                                          acquiring the exchange bonds in the ordinary course of business;

                                      o   neither you nor any person or entity receiving the related exchange bonds
                                          is engaging in or intends to engage in a distribution of the exchange
                                          bonds within the meaning of the federal securities laws;

                                      o   neither you nor any person or entity receiving the related exchange bonds
                                          has an arrangement or understanding with any person or entity to
                                          participate in any distribution of the exchange bonds;

                                      o   neither you nor any person or entity receiving the related exchange bonds
                                          is an "affiliate" of SCE, as defined in Rule 405 under of the Securities
                                          Act;

                                      o   if you are a broker-dealer, you will receive the exchange bonds for your
                                          own account in exchange for outstanding bonds acquired as the result of
                                          market making activities or other trading activities and that you will
                                          deliver a prospectus in connection with any resale of the exchange bonds;
                                          and

                                      o   you are not acting on behalf of any person or entity that could not
                                          truthfully make these statements.

                                      Alternatively, you may tender your outstanding bonds by following the
                                      procedures for book-entry delivery described in this prospectus.  See "The
                                      Exchange Offer-- Procedures for Tendering Outstanding Bonds" and "Plan of
                                      Distribution."

Effect of Not Tendering               Any outstanding bonds that are not tendered or that are tendered but not
                                      accepted will remain subject to restrictions on transfer.  Since the
                                      outstanding bonds have not been registered under the Securities Act, they bear
                                      a legend restricting their transfer absent registration or the availability of
                                      a specific exemption from registration.  Upon the completion of the exchange
                                      offer, we will have no further obligations, except under limited
                                      circumstances, to provide for registration of the outstanding bonds under the
                                      Securities Act.  See "The Exchange Offer-- Certain Consequences to Holders of
                                      Outstanding Bonds Not Tendering in the Exchange Offer."


Page 6


Interest on the Exchange
Bonds and the Outstanding Bonds       The exchange bonds will bear interest from the most recent interest payment
                                      date to which interest has been paid on the outstanding bonds or, if no
                                      interest has been paid, from February 24, 2003.  Interest on the outstanding
                                      bonds accepted for exchange will cease to accrue upon the issuance of the
                                      exchange bonds.

Withdrawal Right                      Tenders of outstanding bonds may be withdrawn at any time prior to 5:00 p.m.,
                                      New York City time, on the Expiration Date.

Federal Income Tax Consequences       The exchange of outstanding bonds for exchange bonds will not be a taxable
                                      event for United States federal income tax purposes.  You will not recognize
                                      any taxable gain or loss as a result of exchanging outstanding bonds for
                                      exchange bonds and you will have the same tax basis and holding period in the
                                      exchange bonds as you had in the outstanding bonds immediately before the
                                      exchange.  See "Material United States Federal Income Tax Consequences."

Use of Proceeds                       We will not receive any proceeds from the issuance of exchange bonds pursuant
                                      to the exchange offer.  See "Use of Proceeds."

Regulatory Approval                   We have obtained approval from the California Public Utilities Commission to
                                      issue the exchange bonds.  No other federal or state regulatory requirements
                                      must be complied with or approval obtained.

Dissenters' Right                     Holders of the outstanding bonds do not have any appraisal or dissenters'
                                      rights in connection with the exchange offer.

Exchange Agent                        The Bank of New York, acting through BNY Midwest Trust Company, is the
                                      exchange agent for the exchange offer.

                                            Terms of the Exchange Bonds

         The following is a brief summary of the terms of the exchange bonds. The financial terms and covenants
of the exchange bonds are the same as the outstanding bonds.  For a more complete description of the terms of the
exchange bonds, see "Description of the Exchange Bonds."

Issuer                                Southern California Edison Company.

Securities                            $965,965,000 in aggregate principal amount of our First and Refunding Mortgage
                                      Bonds, 8% Series 2003B, Due 2007.

Maturity Date                         February 15, 2007.

Interest Payment Dates                Semiannually on February 15 and August 15 of each year to the holders of
                                      record on the preceding February 1 and August 1, respectively.

Security                              The exchange bonds will be secured equally and ratably by a lien on
                                      substantially all of our property and franchises with all other first mortgage
                                      bonds outstanding now or in the future under our first mortgage bond
                                      indenture.  The liens will be first priority liens subject to permitted
                                      exceptions.

Ranking                               The exchange bonds will be our senior secured obligations ranking pari passu
                                      in right of payment with all our other senior secured indebtedness, and prior
                                      to all other senior indebtedness to the extent of the value of the collateral
                                      available to the holders of the exchange bonds, which collateral is shared by
                                      such holders on a ratable basis with the holders of our other first mortgage
                                      bonds outstanding from time to time.  As of March 31, 2003, and after giving
                                      pro forma effect to the original exchange offer, we had (i) $3.7 billion of
                                      our first mortgage bonds outstanding and (ii) the capacity to issue

Page 7


                                      approximately $9.9 billion of additional first mortgage bonds pursuant to the
                                      applicable terms of our first mortgage bond indenture.

Optional Redemption                   We may redeem the exchange bonds at a time, in whole or in part, at a "make
                                      whole" redemption price equal to the greater of (i) the principal amount being
                                      redeemed or (ii) the sum of the present values of the remaining scheduled
                                      payments of principal and interest on the exchange bonds being redeemed,
                                      discounted to the date fixed for redemption on a semi-annual basis (assuming a
                                      360-day year consisting of twelve 30-day months) at the Treasury Yield (as
                                      defined herein) plus 50 basis points, plus in either case accrued and unpaid
                                      interest to the date of redemption.  See "Description of the Exchange Bonds--
                                      Optional Redemption."

Future Issues of First
Mortgage Bonds                        Our first mortgage bond indenture permits us to issue additional first
                                      mortgage bonds, ranking equally and ratably with the exchange bonds, under
                                      certain circumstances.  Additional first mortgage bonds may not be issued
                                      unless net earnings (as defined) for twelve months have been at least two and
                                      one-half times our total annual first mortgage bond interest charge and other
                                      conditions are met.  At June 30, 2003, we could issue $8.43 billion of
                                      additional first mortgage bonds.  See "Description of the Exchange Bonds--
                                      Issuance of Additional Bonds."

Special Trust Fund                    We are required to deposit in a special trust fund with the indenture trustee,
                                      on each May 1 and November 1, cash equal to 1 1/2% of the aggregate principal
                                      amount of first mortgage bonds then outstanding.  Under the first mortgage
                                      bond indenture, we are able to withdraw cash from the special trust fund as
                                      long as we have sufficient additional property.  Thus, there are currently no
                                      funds on deposit in the special trust fund.  See "Description of the Exchange
                                      Bonds-- Special Trust Fund."

Absence of a Public Market
for the Exchange Bonds                The exchange bonds are new securities, for which there is no established
                                      trading market, and none may develop.  Accordingly, there can be no assurance
                                      as to the development or liquidity of any market for the exchange bonds.  We
                                      do not intend to apply for listing of the exchange bonds on any securities
                                      exchange or to arrange for any quotation system to quote them.

Credit Ratings                        The exchange bonds are rated "BB" by Standard &amp; Poor's and "Ba2" by Moody's
                                      Investors Services.

Trustee, Transfer Agent and
Book-Entry Depositary                 The Bank of New York, acting through BNY Midwest Trust Company

Paying Agent                          The Bank of New York, acting through BNY Midwest Trust Company

Risk Factors                          See "Risk Factors" and the other information in, and incorporated by reference
                                      in, this prospectus for a discussion of factors you should carefully consider
                                      before deciding to participate in the exchange offer.





Page 8

                                                Recent Developments

         CPUC Litigation Settlement Agreement and PROACT Recovery

         In November 2000, during California's electricity crisis, we filed a lawsuit against the California
Public Utilities Commission ("CPUC") seeking a ruling that we were entitled under federal law to full recovery of
our past electricity procurement costs.  In October 2001, the federal district court in which this litigation had
been filed entered a stipulated judgment, which, among other things, approved a settlement agreement between us
and the CPUC.  A key element of this settlement was the establishment of a rate-recovery mechanism called the
procurement-related obligations account, or PROACT, which was designed to allow us to recover our electricity
procurement undercollections in customer rates.  The settlement allowed us to recover $3.6 billion, reflecting
the amount of our past undercollected procurement costs.  Each month, we applied to the PROACT the positive or
negative difference between our revenues from retail electric rates (including surcharges) and the costs that we
are authorized by the CPUC to recover in retail electric rates.  At July 31, 2003, we had overcollected the
allowed amount of the PROACT by $148 million.  We expect that, after obtaining CPUC approval, we will return this
overcollection to our customers through a different regulatory balancing account.

         The Utility Reform Network ("TURN"), a consumer advocacy group, is pursuing an appeal seeking to
overturn the stipulated district court judgment approving our settlement agreement with the CPUC.  On
September 23, 2002, the United States Court of Appeals for the Ninth Circuit issued an opinion in which it
affirmed the district court on all claims, with the exception of the challenges founded upon California state
law, which the federal appeals court referred to the California Supreme Court.  The federal appeals court
concluded that none of the substantive arguments based on federal statutory or constitutional law compelled
reversal of the district court's stipulated judgment.  However, the federal appeals court stated in its opinion
that there was a serious question whether the settlement agreement violated state law, both in substance and in
the procedure by which the CPUC agreed to it.  The federal appeals court added that if the settlement agreement
violated state law, the CPUC lacked capacity to consent to the stipulated judgment, and the stipulated judgment
would need to be vacated.  The federal appeals court indicated that, on a substantive level, the stipulated
judgment appeared to violate California's electric industry restructuring statute providing for a rate freeze.
The federal appeals court also indicated that, on a procedural level, the stipulated judgment appeared to violate
California laws requiring open meetings and public hearings.  Because federal courts are bound by the
pronouncements of the state's highest court on applicable state law, and because the federal appeals court found
no controlling precedents from California courts on the issues of state law in this case, the federal appeals
court issued a separate order certifying those issues in question form to the California Supreme Court and
requested that the California Supreme Court accept certification.

            The California Supreme Court accepted the certification, reformulated one of the certified questions
as we had requested, and set a briefing schedule.  After the completion of the filing of briefs by the respective
parties, including supplemental briefs requested by the Court concerning an issue related to California's open
meeting laws, the parties made oral arguments before the Court at a hearing on May 27, 2003.  On August 21, 2003,
the California Supreme Court issued a decision in which it concluded that the settlement between the CPUC and us
did not violate California law in any of the respects raised by the federal appeals court.  Specifically, the
California Supreme Court concluded that (1) the commissioners of the CPUC had the authority to propose the
stipulated judgment in light of the provisions of California's restructuring statute, AB 1890; (2) the procedures
employed by the CPUC in entering the stipulated judgment did not violate California's open meeting law for public
agencies; and (3) the stipulated judgment did not violate California's public utilities code by allegedly
altering rates without a public hearing and issuance of findings.

         Now that the California Supreme Court has issued its decision on the certified questions, the matter
will return to the Ninth Circuit for final disposition, subject to any efforts by TURN to seek a rehearing before
the California Supreme Court or pursue further federal appeals.  In the meantime, the case is stayed in the
federal appellate court.  Pending a final outcome of the proceedings, we continue to operate under the settlement
agreement.  We continue to believe it is probable that our recovery of our past procurement costs through
regulatory mechanisms, including the PROACT, ultimately will be validated.  However, we cannot predict with
certainty the outcome of the pending legal proceedings.

Page 9

         Cost of Capital Proceeding

         We are required to file a cost of capital application with the CPUC by May 8 of each year, with the
decision rendered in each proceeding becoming effective January 1 of the following year.  On April 1, 2003, we
filed a petition with the CPUC seeking to eliminate the 2004 proceeding, with the result that our 2003 cost of
capital decision, issued on November 7, 2002, would remain in effect throughout 2004.  The CPUC granted a
temporary extension of our filing deadline to September 8, 2003, while it considered our request.  On August 21,
2003, the CPUC approved a final decision exempting us from filing a 2004 cost of capital application and
directing us to file a 2005 application by May 10, 2004.  Accordingly, we will maintain our authorized return on
equity at its current 11.6% level until 2005.

         Transmission Rate Case

         In July 2000, the Federal Energy Regulatory Commission ("FERC") issued a decision in our 1998
transmission rate case ordering a reduction of approximately $38 million in our requested annual transmission
revenue requirement of $213 million.  Approximately $24 million of the ordered reduction was associated with the
FERC's rejection of our proposed method for allocating overhead costs to transmission operations.  In August
2000, we filed for rehearing of the FERC decision, asking for reconsideration of its decision, assuming that the
CPUC would not allow SCE to recover the $24 million in CPUC-jurisdictional rates.  We continued to collect the
$24 million annually in FERC rates, subject to refund, until new transmission rates became effective on
September 1, 2002.  In February 2001, we filed with the CPUC a request to recover in CPUC rates the overhead costs
not permitted in FERC rates (amounting to $119 million as of June 30, 2003).  On August 21, 2003, the CPUC
approved our request to recover the overhead costs.



Page 10

                                Selected Consolidated Financial and Operating Data

         The following table shows selected historical financial and operating data of Southern California Edison
Company and its subsidiaries for the periods indicated.  You should read it together with our consolidated
financial statements and related notes, and the related Management's Discussion and Analysis of Financial
Condition and Results of Operations, provided with and incorporated by reference in this prospectus and together
with the other information provided in this prospectus.  The information as of December 31, 1998, 1999, 2000,
2001, and 2002, has been derived from our audited financial statements provided with this prospectus.  The
information as of June 30, 2002 and 2003, and for the six months then ended has been derived from our unaudited
financial statements provided with this prospectus, and, in the opinion of SCE's management, reflects all
adjustments necessary for a fair statement of the financial condition at such dates and the results of operations
for such periods.  Historical results are not necessarily indicative of the results to be obtained in the future.

- ------------------------------------------------ -------- --------------------------------
                                                     Six Months
                                                   Ended June 30,               Year Ended December 31,
                                                   --------------    -------- --------- --------- --------- ---------
(Dollar amounts in millions)                       2003      2002      2002     2001      2000      1999      1998
- ------------------------------------------------ --------- --------- -------- --------- --------- --------- ---------

Income statement data:
Operating revenue                                  $4,217    $4,041    $8,706    $8,126 $  7,870  $  7,548    $7,500
Operating expenses                                  3,526     2,630     6,579     3,509   10,529     6,242     6,136
Fuel and purchased power expenses                   1,281       937     2,259     3,982    4,882     3,405     3,586
Income tax (benefit)                                  212       407       642     1,658   (1,022)      438       442
Provisions for regulatory adjustment clauses -
net                                                   811       314     1,502    (3,028)   2,301      (763)     (473)
Interest expense - net of amounts capitalized         239       325       584       785      572       483       485
Net income (loss)                                     334       852     1,247     2,408   (2,028)      509       515
Net income (loss) available for common stock          327       841     1,228     2,386   (2,050)      484       490
Ratio of earnings to fixed charges                  3.35(a)   9.31(a)    4.21      6.15      (b)      2.94      2.95
     (a) Twelve months ended June 30
     (b) Less than 1.00

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

Balance sheet data:
Assets                                           $ 19,721  $ 19,363  $ 18,314  $ 22,453 $ 15,966  $ 17,657  $ 16,947
Gross utility plant                                16,715    16,301    16,341    15,982   15,653    14,852    14,150
Accumulated provision for depreciation and
decommissioning                                     6,395     8,319     8,094     7,969    7,834     7,520     6,896
Short-term debt                                        --        --        --     2,127    1,451       796       470
Common shareholder's equity                         4,714     3,999     4,384     3,146      780     3,133     3,335
Preferred stock:
   Not subject to mandatory redemption                129       129       129       129      129       129       129
   Subject to mandatory redemption                    141       147       147       151      256       256       256
Long-term debt                                      5,067     5,635     4,504     4,739    5,631     5,137     5,447
Capital structure:
   Common shareholder's equity                       46.9%    40.3%      47.8%     38.5%    11.5%     36.2%     36.4%
   Preferred stock
      Not subject to mandatory redemption             1.3%     1.3%       1.4%      1.6%     1.9%      1.5%      1.4%
      Subject to mandatory redemption                 1.4%     1.5%       1.6%      1.9%     3.8%      2.9%      2.8%
Long-term debt                                       50.4%    56.9%      49.2%     58.0%    82.8%     59.4%     59.4%

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

Operating data:
Peak demand in megawatts (MW)                      17,546    16,418    18,821    17,890   19,757    19,122    19,935
Generation capacity at peak (MW)                    9,771     9,767     9,767     9,802    9,886    10,431    10,546
Kilowatt-hour deliveries (in millions)             23,045    18,906    79,693    78,524   84,430    78,602    76,595
Total energy requirement (kWh) (in millions)       38,201    33,674    71,663    83,495   82,503    78,752    80,289
Energy mix:
   Thermal                                           36.5%    40.1%      40.2%     32.5%    36.0%     35.5%     38.8%
   Hydro                                              5.9%     6.5%       5.0%      3.6%     5.4%      5.6%      7.4%
   Purchased power and other sources                 57.6%    53.4%      54.8%     63.9%    58.6%     58.9%     53.8%
Customers (in millions)                              4.56      4.50      4.53      4.47     4.42      4.36      4.27
Full-time employees                                12,357    11,858    12,113    11,663   12,593    13,040    13,177




Page 11

                                                   RISK FACTORS

         Your decisions whether or not to participate in the exchange offer and own outstanding bonds or exchange
bonds will involve some degree of risk.  You should be aware of, and carefully consider, the following risk
factors, along with all of the other information provided or referred to in this offering memorandum, before
deciding whether or not to participate in the exchange offer.

Risks Relating to the Exchange Bonds and the Exchange Offer

         If you do not properly tender your outstanding bonds, your ability to transfer such outstanding bonds
will be adversely affected.

         We will only issue exchange bonds in exchange for outstanding bonds that are timely received by the
exchange agent, together with all required documents, including a properly completed and signed letter of
transmittal.  Therefore, you should allow sufficient time to ensure timely delivery of the outstanding bonds and
you should carefully follow the instructions on how to tender your outstanding bonds.  Neither we nor the
exchange agent are required to tell you of any defects or irregularities with respect to your tender of the
outstanding bonds.  If you do not tender your outstanding bonds or if we do not accept your outstanding bonds
because you did not tender your outstanding bonds properly, then, after we consummate the exchange offer, you may
continue to hold outstanding bonds that are subject to the existing transfer restrictions.  After the exchange
offer is consummated, if you continue to hold any outstanding bonds, you may have difficulty selling them because
there will be fewer outstanding bonds remaining.

         If you are a broker-dealer or participating in a distribution of the exchange bonds, you may be required
to deliver prospectuses and comply with other requirements.

         If you tender your outstanding bonds for the purpose of participating in a distribution of the exchange
bonds, you will be required to comply with the registration and prospectus delivery requirements of the
Securities Act in connection with any resale of the exchange bonds.  If you are a broker-dealer that receives
exchange bonds for your own account in exchange for outstanding bonds that you acquired as a result of
market-making activities or any other trading activities, you will be required to acknowledge that you will
deliver a prospectus in connection with any resale of such exchange bonds.

         You may be unable to sell your exchange bonds if a trading market for the exchange bonds does not
develop.

         The exchange bonds will be new securities for which there is currently no established trading market,
and none may develop.  We do not intend to apply for listing of the exchange bonds on any securities exchange or
for quotation on any automated dealer quotation system.  The liquidity of any market for the exchange bonds will
depend on the number of holders of the exchange bonds, the interest of securities dealers in making a market in
the exchange bonds and other factors.  Accordingly, we cannot assure you as to the development or liquidity of
any market for the exchange bonds.  If an active trading market does not develop, the market price and liquidity
of the exchange bonds may be adversely affected.  If the exchange bonds are traded, they may trade at a discount
from their initial offering price depending upon prevailing interest rates, the market for similar securities,
general economic conditions, our performance and business prospects and certain other factors.  In addition, if a
large amount of outstanding bonds are not tendered or are tendered improperly, the limited amount of exchange
bonds that would be issued and outstanding after we consummate the exchange offer could lower the market price of
such exchange bonds.

Page 12


         You may not be able to fully realize the value of the liens securing the outstanding bonds or the
exchange bonds.

         The security for the benefit of the holders of outstanding bonds and the exchange bonds can be released
without their consent.

         Any part of the property that is subject to the lien of the first mortgage bond indenture for the
benefit of the outstanding bonds and the exchange bonds may be released at any time with the assent of holders of
80% in amount of all bonds issued and outstanding under such indenture (excluding any bonds owned or controlled
by us).  A class vote or consent of the holders of the outstanding bonds and/or the exchange bonds would not be
required.

         You may have only limited ability to control remedies with respect to the collateral.

         Upon the occurrence of an event of default under the first mortgage bond indenture, the trustee has the
right to exercise remedies against the collateral securing the outstanding bonds and the exchange bonds.  The
trustee shall take any action if requested to do so by the holders of a majority in interest of the first
mortgage bonds then outstanding under the related indenture and if indemnified to the trustee's reasonable
satisfaction.  Thus, you may not be able to exercise any control over the trustee's exercise of remedies unless
you can obtain the consent of holders of a majority of the total amount of first mortgage bonds outstanding.  As
of June 30, 2003, there was $3.3 billion in aggregate principal amount of first mortgage bonds outstanding, of
which 29% consisted of the outstanding bonds issued in the original exchange offer.

         The collateral may not be valuable enough to satisfy all the obligations secured by the collateral.

         Our obligations under the outstanding bonds and, after the exchange offer, the exchange bonds are
secured by the pledge of substantially all of our property and franchises.  This pledge is also for the benefit
of the lenders under our senior secured credit facility and all holders of other series of our first mortgage
bonds.  The value of the pledged assets in the event of a liquidation will depend upon market and economic
conditions, the availability of buyers and similar factors.  No independent appraisals of any of the pledged
property have been prepared by us or on our behalf in connection with this exchange offer or the original
exchange offer. Although  our first mortgage bond indenture only allows us to issue first mortgage bonds with an
aggregate principal amount at any time outstanding in an amount no greater than 66?% of the aggregate value of
our bondable assets, because no appraisals have been performed in connection with this exchange offer or the
original exchange offer, we cannot assure you that the proceeds of any sale of the pledged assets following an
acceleration of maturity with respect to the outstanding bonds and, after the exchange offer, the exchange bonds
would be sufficient to satisfy, or would not be substantially less than, amounts due on the bonds and the other
debt secured by the pledged assets.

         If the proceeds of any sale of the pledged assets were not sufficient to repay all amounts due on the
bonds, you (to the extent your bonds were not repaid from the proceeds of the sale of the pledged assets) would
have only an unsecured claim against our remaining assets.  By their nature, some or all the pledged assets may
be illiquid and may have no readily ascertainable market value.  Likewise, we cannot assure you that the pledged
assets will be saleable or, if saleable, that there will not be substantial delays in their liquidation.

         In addition, the indenture governing the bonds will permit us to issue additional secured debt,
including debt secured equally and ratably by the same assets pledged to you.  This could reduce amounts payable
to you from the proceeds of any sale of the collateral.

         Bankruptcy laws may limit your ability to realize value from the collateral.

         The right of the trustee to repossess and dispose of the pledged assets upon the occurrence of an event
of default under the indenture is likely to be significantly impaired by applicable bankruptcy law if a
bankruptcy case were to be commenced by or against us before the first mortgage bond trustee repossessed and
disposed of the pledged assets.  Under Title 11 of the United States Code (the "Bankruptcy Code"), a secured
creditor is prohibited from repossessing its security from a debtor in a bankruptcy case, or from disposing of
security repossessed from such debtor, without bankruptcy court approval.  Moreover, the Bankruptcy Code permits
the debtor to continue to

Page 13


retain and to use collateral, including capital stock, even though the debtor is in default under the applicable
debt instruments, provided that the secured creditor is given "adequate protection."  The meaning of the term
"adequate protection" may vary according to circumstances, but it is intended in general to protect the value of
the secured creditor's interest in the collateral and may include cash payments or the granting of additional
security, if and at such times as the court in its discretion determines, for any diminution in the value of the
collateral as a result of the stay of repossession or disposition or any use of the collateral by the debtor
during the pendency of the bankruptcy case.  Generally, adequate protection payments, in the form of interest or
otherwise, are not required to be paid by a debtor to a secured creditor unless the bankruptcy court determines
that the value of the secured creditor's interest in the collateral is declining during the pendency of the
bankruptcy case.  In view of the lack of a precise definition of the term "adequate protection" and the broad
discretionary powers of a bankruptcy court, it is impossible to predict (1) how long payments under the bonds
could be delayed following commencement of a bankruptcy case, (2) whether or when the collateral agent could
repossess or dispose of the pledged assets or (3) whether or to what extent holders of the bonds would be
compensated for any delay in payment or loss of value of the pledged assets through the requirement of "adequate
protection."

         The ability of the trustee to effectively liquidate the collateral and the value received could be
impaired or impeded by the need to obtain regulatory consents.

         While we have all necessary consents to grant the security interests created by the first mortgage bond
indenture, any foreclosure thereon could require additional approvals that have not been obtained from California
or federal regulators.  We cannot assure you that these approvals could be obtained by the first mortgage bond
trustee on a timely basis or at all.

Risks Relating to Our Business

         Our financial condition, liquidity and credit ratings were adversely affected by California's
electricity crisis and we may not recover our investment grade credit rating.

         In 1994, the CPUC and later the California Legislature initiated an electric industry restructuring
process that resulted in a multi-year freeze on the rates that we could charge our customers beginning in 1998.
Additionally, transition cost recovery mechanisms were implemented allowing us to recover specified costs, known
as "stranded costs," associated with our power generation-related assets.  The state law that implemented this
restructuring provided for us to finance a portion of the stranded costs that residential and small commercial
customers would have paid between 1998 and 2001, and required us to reduce rates by at least 10% to these
customers, effective January 1, 1998.  Principal and interest on the debt issued to finance these stranded costs
are to be repaid until 2007 through a dedicated charge on these customers' bills.  The reduced and frozen rates
were to remain in effect until the earlier of March 31, 2002, or the date when we recovered the CPUC-authorized
stranded costs for utility-owned generation assets and obligations.

         In May 2000, we began experiencing difficulties as a result of unusually high prices for energy and
ancillary services we procured through the California Power Exchange and the California Independent System
Operator (ISO).  These high wholesale prices, coupled with the freeze on our retail rates, resulted in
substantial undercollections of power procurement costs.  Pursuant to applicable CPUC decisions, we recorded the
undercollections in a transition revenue account.  High prices continued through the remainder of year 2000, and
by year-end 2000 our resulting net transition cost undercollection was approximately $2.9 billion.

         Our significant undercollections of wholesale power costs, coupled with our anticipated near-term
capital requirements, materially and adversely affected our liquidity throughout 2001.  As a result of these
liquidity concerns, beginning in January 2001 we suspended payments of purchased power, deferred payments on
outstanding debt, and did not declare or pay dividends on any of our cumulative preferred stock or common stock.
In early 2001, our senior secured credit rating was downgraded from investment grade to "CC" by Standard and
Poor's and "B3" by Moody's.  Based on the rights to cost recovery and revenue established by a settlement
agreement with the CPUC and CPUC implementing orders, we repaid all of our undisputed past-due obligations to
creditors in March 2002 from a combination of cash on hand and the proceeds of senior secured credit facilities
and a remarketing of pollution control bonds.  Although Standard &amp; Poor's and Moody's raised their credit ratings
in March 2002, to BB and Ba2, respectively, as a result of the developments enabling us to recoup our

Page 14


undercollections, the new ratings are still below investment grade.  Whether and when our investment grade credit
ratings can be regained could have a significant impact on the value of our outstanding securities and our
ability to secure additional financing on favorable terms.  No assurances, however, can be made that we will be
able to regain our investment grade credit rating.

         Our settlement agreement with the CPUC is being challenged by a consumer advocacy group.

         In November 2000, during California's electricity crisis, we filed a lawsuit against the CPUC seeking a
ruling that we were entitled under federal law to full recovery of our past electricity procurement costs.  In
October 2001, the federal district court in which this litigation had been filed entered a stipulated judgment,
which, among other things, approved a settlement agreement between us and the CPUC.  A key element of this
settlement was the establishment of a rate-recovery mechanism called the PROACT, which was designed to allow us
to recover $3.6 billion of procurement undercollections in customer rates.  Each month, we applied to the PROACT
the positive or negative difference between our revenues from retail electric rates (including surcharges) and
the costs that we are authorized by the CPUC to recover in retail electric rates.  At July 31, 2003, we had
overcollected the allowed amount of the PROACT by $148 million.  We expect that, after obtaining CPUC approval,
we will return this overcollection to our customers through a different regulatory balancing account.

         A consumer advocacy group is pursuing an appeal seeking to overturn the stipulated judgment approving
our settlement agreement with the CPUC.  In its consideration of this appeal, the United States Court of Appeals
for the Ninth Circuit certified certain questions of law to the California Supreme Court about whether the
settlement agreement itself violated California law.  On August 21, 2003, the California Supreme Court issued a
decision in which it concluded that the settlement between the CPUC and us did not violate California law in any
of the respects raised by the federal appeals court.  Specifically, the California Supreme Court concluded that
(1) the commissioners of the CPUC had the authority to propose the stipulated judgment in light of the provisions
of California's restructuring statute, AB 1890; (2) the procedures employed by the CPUC in entering the
stipulated judgment did not violate California's open meeting law for public agencies; and (3) the stipulated
judgment did not violate California's public utilities code by allegedly altering rates without a public hearing
and issuance of findings.

         Now that the California Supreme Court has issued its decision on the certified questions, the matter
will return to the Ninth Circuit for final disposition, subject to any efforts by TURN to seek a rehearing before
the California Supreme Court or pursue further federal appeals.  In the meantime, the case is stayed in the
federal appeals court.  We continue to believe it is probable that our recovery of our past procurement costs
through regulatory mechanisms, such as the PROACT, ultimately will be validated.  However, we cannot predict with
certainty the outcome of these pending legal proceedings.  If we ultimately were unable to recover and retain
substantially the entire amount contemplated to be recovered by the settlement agreement, that event would have a
material adverse effect on us.

         Our resumption of the procurement of energy as of January 1, 2003, presents several risks.

         During the California energy crisis, in early 2001 the California Department of Water Resources ("CDWR")
took over purchasing power for our customers under an executive order and new law.  On October 24, 2002, the CPUC
ordered us to begin, on January 1, 2003, procurement of the amount of energy needed to serve our customers from
sources other than our own generating plants, existing power purchase contracts and CDWR power purchase contracts
allocated to our customers.  This energy is referred to as our "residual net short."  The CPUC has authorized us
to record our procurement costs in a regulatory balancing account and fully recover all reasonably incurred costs
from our customers.  Any over- or undercollections of reasonably incurred procurement costs will be amortized in
future rates.  By California statute, through the end of 2005, the CPUC is required to adjust utility rates if
our over- or undercollection exceeds 5% of our prior procurement costs, excluding revenues collected on behalf of
the CDWR.  Nonetheless, our cash flows remain subject to volatility resulting from our procurement activities.
In addition, we are subject to the risk of unfavorable CPUC decisions with respect to its review of the
reasonableness of our procurement costs as discussed below.

         Counterparty Risk:  To reduce our exposure to volatile spot market prices for power, we recently entered
into capacity contracts for up to five years.  In addition, we make short-term market purchases and sales under
power purchase and sale agreements, and the Independent System Operator procures imbalance power on our

Page 15


behalf.  Generally, we and our counterparties execute agreements requiring the posting of collateral to support
our respective procurement obligations for these transactions.  We are exposed to risk from changes in the credit
quality of our counterparties.  In addition, if a counterparty was to default on its obligations, we could be
exposed to potentially volatile spot markets for either our buying of replacement power or our selling of power
not purchased by the counterparty.  We have developed standards that limit extension of unsecured credit based
upon a number of objective factors.  Our credit guidelines have been set forth as part of our procurement plan
and approved by the CPUC.  In negotiating power purchase and sale contracts, we have also included collateral
requirements and credit enforcement provisions to mitigate the risk of possible defaults.  Nevertheless, there
can be no assurance that these actions will sufficiently protect us against the risk of a counterparty's default
and the corresponding risk of then being forced into an uncertain market for power.

         Energy Supply and Cash Flow Risk:  Taking into account the recently signed multi-year capacity
contracts, we forecast that our residual net short for 2003 will be approximately 4% of our total annual energy
requirement amount, with most of the short position occurring during off-peak hours and on weekends.  For 2003
and beyond, several factors could cause our residual net short to be much larger than expected, including the
return of direct access customers to utility service, lower utility generation due to expected or unexpected
outages or plant closures, lower deliveries under third-party power contracts, or higher than anticipated demand
for electricity.  Such an increase in our procurement requirements could lead to temporary revenue
undercollections if the costs to purchase the additional energy were to exceed the amount we are recovering in
rates.  We would not be able to recover those additional costs until we received CPUC authority to increase our
rates correspondingly.  Although, as noted above, under California law, the CPUC is required to adjust customer
rates if undercollections exceed certain levels, this potential lag time in cost recovery could adversely affect
our cash flows.

         Our procurement activities could be found unreasonable by the CPUC, resulting in cost disallowances and
subsequent refunds to customers.

         California law and CPUC decisions provide for us to recover our reasonably incurred power procurement
costs in customer rates.  A California statute adopted in 2002 allows us to recover reasonable procurement costs
incurred in compliance with an approved procurement plan.  The CPUC has determined that our maximum disallowance
risk exposure for contract administration and least cost dispatch in compliance with an approved procurement plan
is $37 million.  Power purchases and sales not in compliance with the approved procurement plan are subject to an
expedited reasonableness review, and are not included in the disallowance cap of $37 million.  In addition, the
CPUC recently issued five decisions that clarify some of the guidelines for procuring power and provide
mechanisms for more objectively determining reasonableness of procurement costs for transactions outside an
approved procurement plan.  We are waiting for decisions from the CPUC on our long-term and short-term
procurement plans.

         The CPUC decisions to date leave the possibility that we may be required to enter into contracts and
make power purchases and sales without assurance that those actions will be found to have been reasonable during
after-the-fact CPUC reviews.  If the CPUC finds our power procurement expenditures to have been unreasonable or
imprudent, the CPUC may disallow recovery of part or all of the expenditures subject to the disallowance limit,
which could adversely affect our cash flow, earnings, and liquidity.

         We may be adversely affected by fluctuations in natural gas and electric prices under the terms of
existing third-party contracts.

         In addition to the risks posed by price volatility in our power procurement activities, natural gas
price is a key input for the prices specified in a portion of our existing third-party purchased power
contracts.  During the California energy crisis, we experienced severe cost volatility associated with
third-party procurement contracts with non-utility generators called "qualifying facilities."  Under state law,
such generation-related costs will receive regulatory balancing account treatment; however, we still face
variability in cash flow and potential disallowances from CPUC reasonableness reviews of decisions regarding
hedging of such market price exposure.  Although our natural gas price exposure associated with our existing
qualifying facility procurement contracts is hedged through 2003 through financial derivatives or fixed price
contracts, no assurance can be made that in the future we will be able to hedge our risk for other commodities on
favorable terms or that the cost of such hedges will be recovered in rates.


Page 16


         The CDWR contracts which have been allocated to us may also be exposed to risk of fluctuations in
natural gas prices.  Although cost volatility related to these contracts is the financial responsibility of CDWR,
changes in CDWR's revenue requirements may impact our ability to modify our rates if the CPUC were to attempt to
manage rates to customers.  We would oppose any attempt by the CPUC to restrict our cost recovery in this
manner.  Under CPUC directive and CDWR authorization, we are responsible, as limited agent, for the administration
of the CDWR's gas supplies for the CDWR's power contracts and for making recommendations to the CDWR on entering
into appropriate hedge arrangements to manage its natural gas price risk.  The CDWR has allocated funds for
financial hedges and has executed hedge positions in line with our recommendations.

         The possible assignment of CDWR's procurement contracts to us and the other investor-owned utilities
presents risks to us.

         In January 2001, the CDWR began making emergency power purchases for the customers of SCE, PG&amp;E and
SDG&amp;E.  Presently, these utilities remit directly to the CDWR and do not recognize as revenue amounts which they
bill to and collect from their respective customers for electric power purchased and sold to these customers by
the CDWR.  These CDWR procurement contracts contain provisions that would allow them to be assigned to the
utilities if certain conditions are satisfied, including in some cases the utilities having unsecured credit
ratings of BBB/Baa2 or higher.  However, because power from these CDWR contracts is priced well above market
rates, such an assignment to the utilities, if actually undertaken, could require us to post significant amounts
of collateral with the contract counterparties, which would strain our liquidity.  In addition, the requirement
that we take responsibility for these ongoing fixed charges, which the credit rating agencies view as debt
equivalents, could adversely affect our credit rating.  We would oppose any attempt to assign the CDWR contracts
to the utilities; however, there is no assurance that we will not be required by the CPUC to take assignment of
these contracts.

         We have a significant amount of debt which may adversely affect our ability to obtain future financing.
In addition, maturing debt could adversely affect our liquidity.

         We have a significant amount of debt.  As of June 30, 2003, we had $5.3 billion in total debt
outstanding, including (i) $1.1 billion in Rate Reduction Bonds that are non-recourse to us and (ii) $3.3 billion
of first mortgage bonds.  We may incur significant additional debt in the future.  The terms of our first
mortgage bond indenture and our senior secured credit facility do not prohibit us from incurring significant
additional debt.  All bonds issued under the first mortgage bond indenture will be pari passu in right of payment
to the outstanding bonds and the exchange bonds.  Our overall debt to capital ratio (excluding $1.1 billion in
Rate Reduction Bonds mentioned above) was 44.8% as of June 30, 2003.

         We have significant amounts of debt maturing in 2003 and 2004.  In November 2003, $34 million of 8.95%
Variable Rate Notes matures.  These notes are the remaining principal amount of the $1.0 billion of notes that
were subject to the original exchange offer described in this prospectus.  In September 2004, $125 million of 5?%
Series 93H, First and Refunding Mortgage Bonds matures.

         Our ability to make scheduled payments of principal and interest on and refinance debt, including the
exchange bonds, and fund our operations and planned capital expenditure projects, depends on our cash flow and
access to the capital markets.  We do not have complete control over our future performance since it is subject
to economic, financial, competitive, regulatory and other factors affecting our operations and the electrical
utility industry generally.  These factors could affect our ability to generate sufficient cash flow from our
operations to service our debt and to make planned capital expenditures.  In addition, we may not be able to
obtain other financing which we may need to refinance maturing indebtedness or maintain our desired liquidity.

         We are subject to material litigation and regulatory proceedings which may affect our revenues and
financial condition.

         Investors should review the descriptions of pending litigation and regulatory matters contained in our
Annual, Quarterly and Current Reports filed with the Securities and Exchange Commission and incorporated by
reference herein.  There can be no assurance that the outcome of any such matters will not adversely affect our
consolidated financial condition.



Page 17


         We are subject to an existing "general rate case" and future "cost of capital" proceedings which may
cause our revenues to decline.

         Our revenues and earnings are subject to change in regulatory proceedings known as general rate cases
and cost of capital proceedings.  General rate cases are historically conducted every three years.  During those
cases, the CPUC determines our rate base (the value of assets on which we earn a rate of return for investors),
depreciation rates, operation and maintenance costs, and administrative and general costs that we may recover
from our customers through our rates.  Cost of capital proceedings are conducted annually.  During those cases,
the CPUC authorizes our capital structure and the return on common equity applicable to the rate base determined
in the general rate case proceedings.  For 2003, our authorized return on common equity is set at 11.6%.

         On April 1, 2003, we filed a petition with the CPUC seeking to eliminate the 2004 cost of capital
proceeding and maintain our 2003 cost of capital decision in effect throughout 2004.  On August 21, 2003, the
CPUC approved a final decision exempting us from filing a 2004 cost of capital application and directing us to
file a 2005 application by May 10, 2004.  Accordingly, we will maintain our authorized return on equity at its
current 11.6% level until 2005.

         In May 2002, we filed our formal application for the 2003 general rate case seeking authority to
increase our base rates to produce a revenue increase of $286 million, which was revised in 2003 to
$248 million.  In October 2002, the CPUC's Office of Ratepayer Advocates recommended a $172 million decrease in
our base rates.  Other interveners are also requesting additional reductions to our rates.  A final decision is
expected by the end of 2003.  If the results of this general rate case are either unfavorable to us or the case
itself is not resolved in a timely manner, our future financial performance could be adversely affected.  Because
we do not know what the outcome may be of the 2003 general rate case or any future cost of capital proceeding,
there can be no assurance that any such outcome will not have an adverse effect on our financial or operating
condition.

         We are subject to overlapping regulatory schemes as well as the risk of adverse changes in applicable
regulations or legislation.

         We operate in a highly regulated environment.  For instance, our retail operations are subject to
regulation by the CPUC, and our wholesale operations are subject to regulation by the Federal Energy Regulatory
Commission.  Our nuclear power plants are subject to regulation by the United States Nuclear Regulatory
Commission, and any construction, planning or siting of our power plants in California are also subject to the
jurisdiction of the California Energy Commission and the CPUC.  Additional regulatory authorities with
jurisdiction over some of our operations include the California Air Resources Board, the California State Water
Resources Control Board, the California Department of Toxic Substances Control, the California Coastal
Commission, the United States Environmental Protection Agency, the United States Department of Energy, and
various local regulatory districts.  We must periodically apply for licenses and permits from these various
regulatory authorities as well as abide by their respective orders.  Historically, we have received the licenses
and permits necessary for our operations.  However, should we be unsuccessful in obtaining certain licenses or
permits, our business would be adversely affected.

         From time to time, special interest groups and state and federal legislators have proposed legislation
that would expand, restrict or alter our obligations and rights with respect to our obligation to deliver power
services to our customers.  We do not know what the impact to us would be of a change in the legislative or
regulatory environment in which we operate.

         We are subject to risks associated with the operation of our nuclear power generating facilities.

         We operate and are majority owner of the San Onofre Nuclear Generating Station and are part owner of the
Palo Verde Nuclear Generating Station.  The United States Department of Energy has defaulted on its obligation to
begin accepting spent nuclear fuel from commercial nuclear industry participants by January 31, 1998.  Current
capability to store spent fuel in the spent fuel pools for San Onofre Units 2 and 3 is adequate through 2005.  As
operating agent at San Onofre, we have primary responsibility for the interim storage of spent nuclear fuel.  We
are currently taking action to ensure that sufficient fuel storage space will be available at the San Onofre site
to allow continued operation beyond 2005.  At Palo Verde, additional interim spent fuel storage was required in
2003 for its Unit 2 and will be required in 2004 for its Units 1 and 3.  Arizona Public Service Company,
operating agent for Palo



Page 18



Verde, has constructed an on-site interim facility for spent fuel storage and began moving spent fuel from Unit 2
into the facility in March 2003.  The Palo Verde interim spent fuel storage facility will begin receiving spent
fuel for Units 1 and 3 in 2004.  If we or Arizona Public Service were unable to arrange and maintain sufficient
capacity for interim spent fuel storage now or in the future, it could hinder operation of the plants and impair
the value of our ownership interests until storage could be obtained, each of which may have a material adverse
effect on us.

         Additionally, recent nuclear industry concern has been expressed on the subject of leakage from nuclear
reactor vessel head nozzle penetrations due to leakage at the Davis Besse nuclear plant in Ohio.  Inspections of
the reactor head penetrations provide early detection of the conditions that cause the Davis Besse type leakage.
During scheduled refueling and maintenance outages at San Onofre Units 2 and 3 conducted in 2002 and 2003, vessel
head nozzle penetrations in both units were inspected and no indications of leakage or degradation were
detected.  Inspections of Palo Verde Units 1 and 2 were also performed during scheduled refueling and maintenance
outages in 2002 and at Palo Verde Unit 3 in April 2003, and no indications of leakage or degradation were
detected.  However, if any vessel head nozzle penetrations at San Onofre or Palo Verde should suffer significant
leakage, or if either of these plants should suffer any other significant operational accident or significant
release of hazardous materials, our business and operations could be adversely affected.

         Like other nuclear power plants with steam generators made of Inconel 600 mill annealed alloy, San
Onofre Units 2 and 3 have experienced degradation in their steam generators.  Presently, 9% and 7%, respectively,
of the tubes in the existing generators of Unit 2 and Unit 3 have been plugged and removed from service.  We
presently estimate that the San Onofre Units 2 and 3 generator design allows for the plugging and removal of
21.4% of the tubes before the units must be shut down or the generators replaced.  Industry experience is that
the percentage of tubes requiring plugging accelerates as steam generators made of Inconel 600 mill annealed
alloy age.  Based on this industry experience, we have determined that the existing San Onofre Units 2 and 3
steam generators may not be adequate to permit continued operation beyond the expected refueling outages in
2009-2010.  We and our co-owners at San Onofre Units 2 and 3 are presently evaluating the necessity and
cost-effectiveness of replacing the steam generators for these units.

         The Palo Verde steam generators are also made of Inconel 600 mill annealed alloy.  During the fall of
2003, Palo Verde Unit 2 steam generators are scheduled to be replaced.  In addition, the Palo Verde owners have
approved the manufacture of two additional sets of steam generators for installation in Units 1 and 3.  The Palo
Verde owners expect that these steam generators will be installed in Units 1 and 3 in the 2005 to 2008 time
frame.  Our share of the costs of manufacturing and installing all the replacement steam generators at Palo Verde
is estimated to be about $106 million; and we plan to seek recovery of that amount through the ratemaking process.

         Insurance.  Federal law limits public liability from a nuclear incident to $9.5 billion ($10.9 billion
as of August 20, 2003).  We and other owners of the San Onofre and Palo Verde nuclear generating stations have
purchased the maximum private primary insurance available of $300 million.  If the public liability limit is
insufficient, federal regulations may impose further revenue-raising measures to pay claims, including a possible
additional assessment on all licensed reactor operators.  In the event of such an under-insured nuclear incident,
a possible tension could exist between the federal government's attempt to impose revenue-raising measures upon
us and the CPUC's willingness to allow us to pass this liability along to our customers, resulting in
undercollection of our costs to operate our business.

         A mutual insurance company owned by utilities with nuclear generation plants issues policies covering
decontamination liability and property damage.  Our participation in this mutual insurance company creates an
additional undercollection risk.  If losses at any nuclear facility covered by these mutual insurance
arrangements exceed the accumulated insurance funds, we could be assessed retrospective premium adjustments of up
to $38 million per year to cover the shortfall.  If we were unable to pass this additional premium expense along
to our customers, this undercollection may adversely affect us.

         Municipalities within our service territory may attempt to form public power entities and/or acquire our
distribution facilities for their constituencies.

         From time to time, municipalities within our service territory have threatened to attempt to create
"public power entities" that would provide electricity to new customers or our existing customers.  These entities
could also


Page 19


seek to acquire our existing distribution facilities via condemnation proceedings.  The local governments
considering municipalization have said they are motivated by desires to attempt to (i) insulate the relevant
constituencies from the price volatility associated with California's energy crisis, (ii) avoid rate payments to
allow us to recover the stranded costs associated with our generation assets, (iii) obtain local control over
energy matters and (iv) most recently, to avoid the rate increases required to satisfy the CDWR's revenue
requirements in connection with its procurement activities during California's energy crisis.

         Although any municipality which successfully were to condemn any of our distribution assets for its own
use would have to pay us the judicially determined "fair market value" of such assets, any such judicially
determined value may not fairly reflect the actual value of any such assets to us.  Because the cities which have
thus far threatened to establish their own public power entity or condemn our facilities cover only a small
portion of our service territory, their ultimate success would have been unlikely to affect us in any material
respect.  However, municipalization of a significant part of our service territory could adversely affect our
business in several ways, including, impairing our growth potential and reducing our customer and revenue base
and our corresponding ability to satisfy our existing fixed costs.

         We are subject to numerous environmental laws and regulations with respect to operation of our
facilities.

         The operation of our power generation, transmission and distribution facilities is subject to numerous
environmental laws and regulations.  Furthermore, we are subject to environmental laws and regulations which
require us to expend substantial sums to mitigate or remove the effect of our past operations on the
environment.  In addition to the existing environmental laws and regulations under which we currently operate, a
constant threat exists that new environmental standards will be developed and applied to us.  For instance,
environmental advocacy groups and regulatory agencies have been focusing considerable attention on carbon dioxide
emissions from coal-fired plants and their potential role in the "global-warming" issue.  The adoption of new
laws and regulations to implement carbon dioxide or other emission controls could adversely affect our
operations, including those of our coal-fired generating plants.

         Further focus has also been given to the potential health effects of electric and magnetic fields
("EMF") which naturally result from the generation, transmission, distribution and use of electricity.  The
California Department of Health Services recently released a report assigning a substantially higher probability
that there is a causal connection between EMF exposures and a number of diseases and conditions, including
childhood leukemia, adult leukemia, amyotrophic lateral sclerosis, and miscarriages.  It is unclear what actions
the CPUC will take to respond to the California Department of Health Services report and to the recent EMF
reports by other health authorities such as the National Institute of Environmental Health Sciences, the World
Health Organization's International Agency for Research on Cancer, and the United Kingdom's National Radiation
Protection Board.  The adoption of new laws and regulations to address the EMF concern, or any litigation arising
out of these issues, could adversely affect our operations.

Risks Associated with Our Former Accountant, Arthur Andersen LLP

         Your ability to recover from our former independent certified public accountant, Arthur Andersen LLP,
may be limited.

         On May 8, 2002, we appointed PricewaterhouseCoopers LLP to be our independent certified public
accountant and we engaged them to audit our financial statements for the year ended December 31, 2002.  Our
former independent certified public accountant, Arthur Andersen LLP, was convicted on federal obstruction of
justice charges arising from the federal government's investigation of Enron Corp.  In light of the conviction,
Arthur Andersen ceased practicing before the SEC on August 31, 2002.  Arthur Andersen was the auditor of our
financial statements and related schedules as of December 31, 2001 and 2000, which are incorporated in this
prospectus by reference from our Annual Report on Form 10-K for the year ended December 31, 2002, and has not
consented to the use of their auditor's report with respect to such financial statements in this prospectus.
Events arising out of the indictment and conviction may materially and adversely affect the ability of Arthur
Andersen to satisfy any claims arising from the provision of auditing services to us, including claims that may
arise out of Arthur Andersen's audit


Page 20



of financial statements included in this prospectus.  We have not had a re-audit of our financial statements as
of and for the year ended December 31, 2001.

                               INFORMATION ABOUT SOUTHERN CALIFORNIA EDISON COMPANY

         This prospectus is accompanied by a copy of our 2002 Annual Report to Shareholders and a copy of our
Quarterly Report on Form 10-Q for the quarter ended June 30, 2003.  The Annual Report to Shareholders and the
Quarterly Report on Form 10-Q contain financial statements, related notes, and Management's Discussion and
Analysis of Results of Operations and Financial Condition that provide information about us and our business.  We
encourage you to read those documents carefully.  Material changes in our affairs which have occurred since the
filing of our Quarterly Report on Form 10-Q are described above under "Recent Developments."

Incorporation by Reference

         The Securities and Exchange Commission allows us to incorporate by reference the information we file
with them, which means that we can disclose important information to you by referring you to those documents.
The information incorporated by reference is an important part of this prospectus.  The following documents that
we have filed with the Securities and Exchange Commission are incorporated by reference into this prospectus:

1.       Our Annual Report on Form 10-K for the year ended December 31, 2002.

2.       Our Quarterly Reports on Form 10-Q for the quarters ended March 31, and June 30, 2003.

3.       Our Current Reports on Form 8-K dated January 13, February 4, July 10, and August 21, 2003.

4.       Our 2002 Annual Report to Shareholders.

5.       The following portions of our Joint Proxy Statement dated April 7, 2003, which portions were also
              incorporated by reference into our Annual Report on Form 10-K:

a.       "Stock Ownership of Directors and Executive Officers" from pages 18-19 and "Stock Ownership of Certain
                  Shareholders" from pages 20-21 (Part III, Item 12 of Form 10-K).

b.       "Election of Directors, Nominees for Election" from pages 8-10 (Part III, Item 10 of Form 10-K).

c.       "Director Compensation" from pages 14-17, "Executive Compensation" from pages 22-31, "Employment
                  Contracts and Termination of Employment Arrangements" from pages 31-32, and "Compensation and
                  Executive Personnel Committees' Interlocks and Insider Participation" from page 36 (Part III,
                  Item 11 of Form 10-K).

d.       "Certain Relationships and Transactions" and "Other Management Transactions" from pages 36-37 (Part III,
                  Item 13 of Form 10-K).

         We file annual, quarterly and special reports, proxy statements and other information with the
Securities and Exchange Commission.  You may read and copy any materials that we file at the Securities and
Exchange Commission's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549.  You may obtain
information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at
1-800-SEC-0330.  The Securities and Exchange Commission maintains an Internet site at http://www.sec.gov that
contains reports, proxy and information statements, and other information regarding issuers that file
electronically.  You can access our filings from that site.  Our filings of Forms 10-K, 10-Q and 8-K, and our
Annual Report and Proxy Statement are also available at our parent's website at
http://www.edison.com/investors/sec_filings.asp.


Page 21

                                                THE EXCHANGE OFFER

Original Exchange Offer

         On January 14, 2003, we commenced the original exchange offer.  In the original exchange offer, we
offered eligible holders the opportunity to exchange each $1,000 principal amount of 8.95% Variable Rate Notes
due 2003 that they held for $1,000 principal amount of the outstanding bonds.  At the time of the original
exchange offer, $1.0 billion in aggregate principal amount of these 8.95% Variable Rate Notes due 2003 was
outstanding.

         Because the original exchange offer was not a transaction registered under the Securities Act, the
outstanding bonds were only offered or issued (i) in the United States, to qualified institutional buyers, as
that term is defined in Rule 144A under the Securities Act, in a private transaction in reliance upon an
exemption from the registration requirements of the Securities Act, and (ii) outside the United States, to
persons other than U.S. persons in offshore transactions in reliance upon Regulation S under the Securities Act.
Citigroup (formerly Salomon Smith Barney) acted as the lead dealer manager for the original exchange offer, while
JPMorgan acted as the co-dealer manager.

Registration Rights Agreement

         The original exchange offer was consummated on February 24, 2003, at which time we exchanged
$965,965,000 in aggregate principal amount of the outstanding bonds for an equal principal amount of our
outstanding 8.95% Variable Rate Notes due 2003.  The outstanding bonds are subject to broad transfer restrictions
owing to the fact that they are not registered under the Securities Act.  Consequently, in connection with the
issuance of the outstanding bonds, we entered into a registration rights agreement with the dealer managers for
the original exchange offer.  This registration rights agreement requires us to register the exchange bonds under
the Securities Act and to offer to exchange the exchange bonds for the outstanding bonds.  The exchange bonds
will be issued without a restrictive legend and generally may be resold without registration under the Securities
Act.  We are effecting the exchange offer to comply with the registration rights agreement.

         The registration rights agreement requires us to:

         o    file a registration statement for the exchange offer and the exchange bonds within 180 days after
              the issue date of the outstanding bonds;

         o    use our reasonable best efforts to cause the registration statement to become effective under the
              Securities Act within 270 days after the issue date of the outstanding bonds;

         o    use our reasonable best efforts to consummate the exchange offer within 315 days after the issue
              date of the outstanding bonds; and

         o    under certain circumstances, file a shelf registration statement for the resale of the outstanding
              bonds and use our reasonable best efforts to cause such shelf registration statement, if any, to
              become effective under the Securities Act.

         These requirements under the registration rights agreement will be satisfied when we complete the
exchange offer.  However, if we fail to meet any of these requirements, we must pay to the holders of the
outstanding bonds additional interest on the such bonds as liquidated damages, and such additional interest will
accrue on the principal amount of the outstanding bonds (in addition to the stated interest on such bonds).
Additional interest will accrue at a rate of 0.25% per annum during the first 60-day period immediately following
the occurrence of any such default under the registration rights agreement and shall increase to a maximum 0.50%
per annum thereafter.  Following the cure of all such defaults, if any, the accrual of such additional interest
on the outstanding bonds would cease and the interest rate would revert to the original 8% rate.  Any such
additional interest, if payable, would constitute liquidated damages and be the exclusive remedy (monetary or
otherwise) available to any holder of the outstanding bonds with respect to any such default under the
registration rights agreement.



Page 22


         We agreed to keep the exchange offer for the outstanding bonds open for not less than 20 business days
and not more than 30 business days (or longer if required by applicable law) after the date on which notice of
such exchange offer is mailed to the holders of the outstanding bonds.  Under the registration rights agreement,
our obligations to register the exchange bonds will terminate upon the completion of the exchange offer.
However, under certain circumstances specified in the registration rights agreement, we may be required to file a
"shelf" registration statement for a continuous offer in connection with the outstanding bonds pursuant to
Rule 415 under the Securities Act.

         This summary includes only the material terms of the registration rights agreement.  For a full
description, you should refer to the complete copy of the registration rights agreement, which has been filed as
an exhibit to the exchange offer registration statement for the exchange offer and the exchange bonds.  See
"Additional Information" above.

Transferability of the Exchange Bonds

         Based on an interpretation of the Securities Act by the staff of the Securities and Exchange Commission
in several no-action letters issued to third parties not related to SCE, the exchange bonds would, in general, be
freely tradable after the completion of the exchange offer without further compliance with the registration and
prospectus delivery requirements of the Securities Act.  However, any participant in the exchange offer described
in this prospectus who is an affiliate of SCE or who intends to participate in the exchange offer for the purpose
of distributing the exchange bonds:

         o    will not be able to rely on the interpretations of the Securities and Exchange Commission staff;

         o    will not be entitled to participate in the exchange offer; and

         o    must comply with the registration and prospectus delivery requirements of the Securities Act in
              connection with any sale or transfer of the outstanding bonds unless such sale or transfer is made
              pursuant to an exemption from such requirement.

         Each holder of outstanding bonds who wishes to exchange outstanding bonds for exchange bonds pursuant to
the exchange offer will be required to represent that:

         o    it is not an affiliate of SCE;

         o    the exchange bonds to be received by it will be acquired in the ordinary course of its business; and

         o    at the time of the exchange offer, it has no arrangement with any person to participate in the
              distribution (within the meaning of the Securities Act) of the exchange bonds.

         To participate in the exchange offer, you must represent as the holder of outstanding bonds that each of
these statements is true.

         In addition, in connection with any resales of the exchange bonds, any broker-dealer that acquired
exchange bonds for its own account as a result of market-making or other trading activities, which we refer to as
an "exchanging broker-dealer," must deliver a prospectus meeting the requirements of the Securities Act.  The
Securities and Exchange Commission has taken the position that exchanging broker-dealers may fulfill their
prospectus delivery requirements with respect to the exchange bonds with the prospectus contained in the
registration statement for the exchange offer.  Under the registration rights agreement, we are required to allow
exchanging broker-dealers and any other person, if any, subject to similar prospectus delivery requirements, to
use this prospectus in connection with the resale of exchange bonds.



Page 23



The Exchange Offer

         Upon the terms and subject to the conditions in this prospectus and in the letter of transmittal, we
will accept any and all outstanding bonds validly tendered and not withdrawn prior to 5:00 p.m., New York City
time, on [____], 2003.  We will issue $1,000 principal amount of exchange bonds in exchange for each $1,000
principal amount of outstanding bonds accepted in the exchange offer.  Holders may tender some or all of their
outstanding bonds pursuant to the exchange offer.  However, outstanding bonds may be tendered only in a minimum
principal amount of $250,000 and in integral multiples of $1,000 in excess thereof.  Exchange bonds will be
issued only in minimum denominations of $250,000 and integral multiples of $1,000 in excess thereof.

         The form and terms of the exchange bonds are the same as the form and terms of the outstanding bonds
except that:

         o    the exchange bonds have been registered under the Securities Act and will not bear any legend
              restricting their transfer;

         o    the exchange bonds bear a Series B designation and a different CUSIP number from the outstanding
              bonds; and

         o    after consummation of the exchange offer, holders of the exchange bonds will not be entitled to any
              rights under the registration rights agreement, including the provisions for an increase in the
              interest rate on the outstanding bonds in some circumstances relating to the timing of the exchange
              offer.

         The exchange bonds will evidence the same debt as the outstanding bonds.  Holders of exchange bonds will
be entitled to the benefits of our first mortgage bond indenture under which the outstanding bonds were issued.

         As of the date of this prospectus, $965,965,000 in aggregate principal amount of outstanding bonds was
outstanding.  We have fixed [_____], 2003 as the date on which this prospectus and the letter of transmittal will
be initially mailed to the record holders of the outstanding bonds as of [____], 2003.  We intend to conduct the
exchange offer in accordance with the applicable requirements of the Securities Act, the Securities Exchange Act
of 1934, and the rules and regulations of the Securities and Exchange Commission under the Securities Act and the
Securities Exchange Act.

Interest on the Exchange Bonds

         The exchange bonds will bear interest from the most recent interest payment date to which interest has
been paid on the outstanding bonds or, if no interest has been paid, from February 24, 2003.  Interest on the
outstanding bonds accepted for exchange will cease to accrue upon the issuance of the exchange bonds.

         Interest on the bonds is payable semiannually on February 15 and August 15 of each year to the holders
of record on the preceding February 1 and August 1, respectively.

Conditions to the Exchange Offer

         Notwithstanding any other provisions of the exchange offer, or any extension of the exchange offer, we
will not be required to issue exchange bonds, and we may terminate the exchange offer or, at our option, modify,
extend or otherwise amend the exchange offer, if any of the following conditions has not been satisfied or waived
on the expiration date of the exchange offer, as it may be extended from time to time:

         o    no action or event shall have occurred or been threatened, no action shall have been taken, and no
              statute, rule, regulation, judgment, order, stay, decree or injunction shall have been promulgated,
              enacted, entered, enforced or deemed applicable to the exchange offer or the exchange of exchange
              bonds for outstanding bonds under the exchange offer by or before any court or governmental
              regulatory or administrative agency, authority or tribunal, that either:



Page 24


              (a) challenges the making of the exchange offer or the exchange of exchange bonds for outstanding
                  bonds under the exchange offer or might, directly or indirectly, prohibit, prevent, restrict or
                  delay consummation of, or might otherwise adversely affect in any material manner, the exchange
                  offer or the exchange of exchange bonds for outstanding bonds under the exchange offer; or

              (b) in our reasonable judgment, could materially adversely affect our business, condition
                  (financial or otherwise), income, operations, properties, assets, liabilities or prospects or
                  materially impair the contemplated benefits to us of the exchange offer or the exchange of
                  exchange bonds for outstanding bonds under the exchange offer;

         o    there shall not have occurred (a) any general suspension of or limitation on trading in securities
              on the New York Stock Exchange or in the over-the-counter market (whether or not mandatory),
              (b) any material adverse change in the prices of the outstanding bonds, (c) a material impairment in
              the general trading market for debt securities, (d) a declaration of a banking moratorium or any
              suspension of payments in respect of banks by federal or state authorities in the United States
              (whether or not mandatory), (e) a commencement of a war, armed hostilities, terrorist act or other
              national or international calamity directly or indirectly relating to the United States, (f) any
              limitation (whether or not mandatory) by any governmental authority on, or other event having a
              reasonable likelihood of affecting, the extension of credit by banks or other lending institutions
              in the United States, (g) any material adverse change in securities or financial markets in the
              United States generally, or (h) in the case of any of the foregoing existing at the time of the
              commencement of the exchange offer, a material acceleration or worsening thereof; and

         o    the trustee with respect to the first mortgage bond indenture for the outstanding bonds and
              exchange bonds shall not have objected in any respect to, or taken any action that could, in our
              reasonable judgment, adversely affect the consummation of, the exchange offer or the exchange of
              exchange bonds for outstanding bonds under the exchange offer, nor shall such trustee have taken
              any action that challenges the validity or effectiveness of the procedures we have used in making
              the exchange offer or the exchange of the outstanding bonds under the exchange offer.

         The foregoing conditions are for our sole benefit and may be waived by us in whole or in part at our
absolute discretion.  Any determination made by us concerning an event, development or circumstance described or
referred to above shall be conclusive and binding.

         If any of the foregoing conditions are not satisfied or waived on the expiration date of the exchange
offer, we may:

         o    terminate the exchange offer and return all tendered outstanding bonds to the holders thereof;

         o    modify, extend or otherwise amend the exchange offer and retain all tendered outstanding bonds
              until the expiration date, as extended, subject, however, to the withdrawal rights of holders (See
              "--Withdrawal of Tenders" and "--Expiration Date; Extensions; Amendments; Termination"); or

         o    waive the unsatisfied conditions with respect to the exchange offer and accept all outstanding
              bonds tendered and not previously withdrawn.

         We reserve the right, in our absolute discretion, to purchase or make offers to purchase any outstanding
bonds that remain outstanding subsequent to the expiration date for the exchange offer and, to the extent
permitted by applicable law, purchase outstanding bonds in the open market, in privately negotiated transactions
or otherwise.  The terms of any such purchases or offers could differ from the terms of the exchange offer.  Any
purchase or offer to purchase will not be made except in accordance with applicable law and will in no event be
made prior to the expiration of ten business days after the expiration date.



Page 25


Certain Consequences to Holders of Outstanding Bonds Not Tendering in the Exchange Offer

         Consummation of the exchange offer may have adverse consequences to holders of outstanding bonds who
elect not to tender their bonds in the exchange offer.  In particular, the trading market for unexchanged
outstanding bonds could become more limited than the existing trading market for the outstanding bonds and could
cease to exist altogether due to the reduction in the amount of the outstanding bonds remaining upon consummation
of the exchange offer.  A more limited trading market might adversely affect the liquidity, market price and
price volatility of the outstanding bonds.  If a market for unexchanged outstanding bonds exists or develops, the
outstanding bonds may trade at a discount to the price at which they would trade if the amount outstanding were
not reduced.  There can, however, be no assurance that an active market in the unexchanged outstanding bonds will
exist, develop or be maintained or as to the prices at which the unexchanged outstanding bonds may be traded.
This would result in less protection for holders of unexchanged outstanding bonds.  See "Risk Factors--If you do
not properly tender your outstanding bonds, your ability to transfer such outstanding bonds will be adversely
affected."

Expiration Date; Extensions; Amendments; Termination

         For purposes of the exchange offer, the term "expiration date" means 5:00 p.m., New York City time, on
[_____], 2003, subject to our right to extend such date and time for the exchange offer in our absolute
discretion, in which case the expiration date means the latest date and time to which the exchange offer is
extended.

         We reserve the right, in our absolute discretion, to (i) extend the exchange offer, (ii) terminate the
exchange offer if a condition to our obligation to deliver the exchange bonds is not satisfied or waived on the
expiration date, as extended, or (iii) amend the exchange offer by giving oral or written notice of such delay,
extension, termination or amendment to the exchange agent.  If the exchange offer is amended in a manner we
determine constitutes a material change, we will extend the exchange offer for a period of two to ten business
days, depending upon the significance of the amendment and the manner of disclosure to the holders, if the
exchange offer would otherwise have expired during the two to ten business day period.

         We will promptly announce any extension, amendment or termination of the exchange offer by issuing a
press release to the Dow Jones News Service.  We will announce any extension of the expiration date no later than
9:00 a.m., New York City time, on the first business day after the previously scheduled expiration date.  We have
no other obligation to publish, advertise or otherwise communicate any information about any extension, amendment
or termination.

Settlement Date

         The exchange bonds will be issued in exchange for the outstanding bonds in the exchange offer on the
settlement date, which will be the third business day, or as soon as practicable thereafter, following the
expiration date of the exchange offer.  We will not be obligated to deliver exchange bonds unless the exchange
offer is consummated.

Effect of Tender

         Any tender by a holder (and our subsequent acceptance of such tender) of outstanding bonds will
constitute a binding agreement between that holder and us upon the terms and subject to the conditions of the
exchange offer described herein and in the letter of transmittal.  The acceptance of the exchange offer by a
tendering holder of the outstanding bonds will constitute the agreement by that holder to deliver good and
marketable title to the tendered outstanding bonds, free and clear of any and all liens, restrictions, charges,
pledges, security interests, encumbrances or rights of any kind of third parties.

Letter of Transmittal; Representations, Warranties and Covenants of Holders of Outstanding bonds

         Upon the submission of the letter of transmittal, or agreement to the terms of the letter of transmittal
pursuant to an agent's message, a holder, or the beneficial holder of such outstanding bonds on behalf of which



Page 26


the holder has tendered, will, subject to that holder's ability to withdraw its tender, and subject to the terms
and conditions of the exchange offer generally, be deemed, among other things, to:

         o    irrevocably sell, assign and transfer to or upon our order or the order of our nominee all right,
              title and interest in and to, and any and all claims in respect of or arising or having arisen as a
              result of such holder's status as a holder of, all outstanding bonds tendered thereby, such that
              thereafter it shall have no contractual or other rights or claims in law or equity against us or
              any fiduciary, trustee, fiscal agent or other person connected with the outstanding bonds arising
              under, from or in connection with such outstanding bonds;

         o    waive any and all rights with respect to the outstanding bonds tendered thereby (including, without
              limitation, any existing or past defaults and their consequences in respect of such outstanding
              bonds); and

         o    release and discharge us and the trustee for the outstanding bonds from any and all claims such
              holder may have, now or in the future, arising out of or related to the outstanding bonds tendered
              thereby, including, without limitation, any claims that such holder is entitled to receive
              additional principal or interest payments with respect to the outstanding bonds tendered thereby or
              to participate in any redemption or defeasance of the outstanding bonds tendered thereby.

         In addition, such holder of outstanding bonds will be deemed to represent, warrant and agree that:

         o    it has received and reviewed this prospectus;

         o    it is the beneficial owner (as defined below) of, or a duly authorized representative of one or
              more such beneficial owners of, the outstanding bonds tendered thereby and it has full power and
              authority to execute the letter of transmittal;

         o    the outstanding bonds being tendered thereby were owned as of the date of tender, free and clear of
              any liens, charges, claims, encumbrances, interests and restrictions of any kind, and we will
              acquire good, indefeasible and unencumbered title to such outstanding bonds, free and clear of all
              liens, charges, claims, encumbrances, interests and restrictions of any kind, when we accept the
              same;

         o    it will not sell, pledge, hypothecate or otherwise encumber or transfer any outstanding bonds
              tendered thereby from the date of the letter of transmittal and agrees that any purported sale,
              pledge, hypothecation or other encumbrance or transfer will be void and of no effect;

         o    in evaluating the exchange offer and in making its decision whether to participate therein by
              submitting a letter of transmittal and tendering its outstanding bonds, such holder has made its
              own independent appraisal of the matters referred to herein and in any related communications and
              is not relying on any statement, representation or warranty, express or implied, made to such
              holder by us or the exchange agent other than those contained in this prospectus (as amended or
              supplemented to the expiration date);

         o    the execution and delivery of the letter of transmittal shall constitute an undertaking to execute
              any further documents and give any further assurances that may be required in connection with any
              of the foregoing, in each case on and subject to the terms and conditions set out or referred to in
              this offering memorandum;

         o    the submission of the letter of transmittal to the exchange agent shall, subject to the terms and
              conditions of the exchange offer constitute the irrevocable appointment of the exchange agent as
              its attorney and agent, and an irrevocable instruction to such attorney and agent to complete and
              execute all or any form(s) of transfer and other document(s) at the discretion of such attorney and
              agent in relation to the outstanding bonds tendered thereby in favor of us or such other person or
              persons as it may direct and to deliver such form(s) of transfer and other document(s) in the
              attorney's and agent's



Page 27


              discretion and/or the certificate(s) and other document(s) of title relating to such outstanding
              bonds' registration and to execute all such other documents and to do all such other acts and
              things as may be in the opinion of such attorney or agent necessary or expedient for the purpose
              of, or in connection with, the acceptance of the exchange offer, and to vest in us or our nominees
              such outstanding bonds; and

         o    the terms and conditions of the exchange offer shall be deemed to be incorporated in, and form a
              part of, the letter of transmittal which shall be read and construed accordingly.

         The representations and warranties and agreements of a holder tendering outstanding bonds shall be
deemed to be repeated and reconfirmed on and as of the expiration date and the settlement date.  For purposes of
this prospectus, the "beneficial owner" of any outstanding bonds shall mean any holder that exercises investment
discretion with respect to such outstanding bonds.

Absence of Dissenters' Rights

         Holders of the outstanding bonds do not have any appraisal or dissenters' rights in connection with the
exchange offer.

Acceptance of Outstanding Bonds Tendered; Delivery of Exchange Bonds

         On the settlement date, exchange bonds to be issued in partial or full exchange for outstanding bonds in
the exchange offer, if consummated, will be delivered in book-entry form.

         We will be deemed to have accepted validly tendered outstanding bonds that have not been validly
withdrawn as provided in this prospectus when, and if, we have given oral or written notice thereof to the
exchange agent.  Subject to the terms and conditions of the exchange offer, delivery of the exchange bonds
through the settlement date will be made by the exchange agent on the settlement date upon receipt of such
notice.  The exchange agent will act as agent for tendering holders of the outstanding bonds for the purpose of
receiving outstanding bonds and transmitting exchange bonds as of the settlement date.  If any tendered
outstanding bonds are not accepted for any reason set forth in the terms and conditions of the exchange offer,
such unaccepted outstanding bonds will be returned without expense to the tendering holder as promptly as
practicable after the expiration or termination of the exchange offer.

Procedures for Tendering Outstanding Bonds

         A holder of outstanding bonds who wishes to accept the exchange offer, and whose outstanding bonds are
held by a custodial entity such as a bank, broker, dealer, trust company or other nominee, must instruct this
custodial entity to tender such holder's outstanding bonds on the holder's behalf pursuant to the procedures of
the custodial entity.

         To tender in the exchange offer, a holder of outstanding bonds must either (i) complete, sign and date
the letter of transmittal (or a facsimile thereof) in accordance with its instructions (including guaranteeing
the signature(s) to the letter of transmittal, if required), and mail or otherwise deliver such letter of
transmittal or such facsimile, together with the certificates representing the outstanding bonds specified
therein, to the exchange agent at the address set forth in the letter of transmittal for receipt on or prior to
the Expiration Date or (ii) comply with the Automated Tender Offer Program ("ATOP") procedures for book-entry
transfer described below on or prior to the expiration date.

         The exchange agent and the Depository Trust Company ("DTC") have confirmed that the exchange offer is
eligible for ATOP.  The letter of transmittal (or facsimile thereof), with any required signature guarantees, or
(in the case of book-entry transfer) an agent's message in lieu of the letter of transmittal, and any other
required documents, must be transmitted to and received by the exchange agent on or prior to the expiration date
of the exchange offer at one of its addresses set forth in this prospectus.  Outstanding bonds will not be deemed
surrendered until the letter of transmittal and signature guarantees, if any, or agent's message, are received by
the exchange agent.



Page 28


         The method of delivery of outstanding bonds, the letter of transmittal, and all other required documents
to the exchange agent is at the election and risk of the holder.  Instead of delivery by mail, holders should use
an overnight or hand delivery service, properly insured.  In all cases, sufficient time should be allowed to
assure delivery to and receipt by the exchange agent on or before the expiration date.  Do not send the letter of
transmittal or any outstanding bonds to anyone other than the exchange agent.

         If you are tendering your outstanding bonds in exchange for exchange bonds and anticipate delivering
your letter of transmittal and other documents other than through DTC, you are urged to contact promptly a bank,
broker or other intermediary (that has the capability to hold bonds custodially through DTC) to arrange for
receipt of any exchange bonds to be delivered pursuant to the exchange offer and to obtain the information
necessary to provide the required DTC participant with account information in the letter of transmittal.

         Book-Entry Delivery Procedures for Tendering Outstanding Bonds Held with DTC

         If you wish to tender outstanding bonds held on your behalf by a nominee with DTC, you must (i) inform
your nominee of your interest in tendering your outstanding bonds pursuant to the exchange offer, and
(ii) instruct your nominee to tender all outstanding bonds you wish to be tendered in the exchange offer into the
exchange agent's account at DTC on or prior to the expiration date.  Any financial institution that is a nominee
in DTC, including Euroclear and Clearstream, must tender outstanding bonds by effecting a book-entry transfer of
the outstanding bonds to be tendered in the exchange offer into the account of the exchange agent at DTC by
electronically transmitting its acceptance of the exchange offer through the ATOP procedures for transfer.  DTC
will then verify the acceptance, execute a book-entry delivery to the exchange agent's account at DTC, and send
an agent's message to the exchange agent.  An "agent's message" is a message, transmitted by DTC to and received
by the exchange agent and forming part of a book-entry confirmation, which states that DTC has received an
express acknowledgement from an organization that participates in DTC (a "participant") tendering outstanding
bonds that the participant has received and agrees to be bound by the terms of the letter of transmittal and that
we may enforce the agreement against the participant.  A letter of transmittal need not accompany tenders
effected through ATOP.

         Proper Execution and Delivery of Letter of Transmittal

         Signatures on a letter of transmittal or notice of withdrawal described below (see "--Withdrawal of
Tenders"), as the case may be, must be guaranteed by an eligible institution unless the outstanding bonds
tendered pursuant to the letter of transmittal are tendered (i) by a holder who has not completed the box
entitled "Special Delivery Instructions" or "Special Issuance and Payment Instructions" on the letter of
transmittal or (ii) for the account of an eligible institution.  If signatures on a letter of transmittal, or
notice of withdrawal, are required to be guaranteed, such guarantee must be made by an eligible institution.

         If the letter of transmittal is signed by the holder(s) of outstanding bonds tendered thereby, the
signature(s) must correspond with the name(s) as written on the face of the outstanding bonds without alteration,
enlargement or any change whatsoever.  If any of the outstanding bonds tendered thereby are held by two or more
holders, all such holders must sign the letter of transmittal.  If any of the outstanding bonds tendered thereby
are registered in different names on different outstanding bonds, it will be necessary to complete, sign and
submit as many separate letters of transmittal, and any accompanying documents, as there are different
registrations of certificates.

         If outstanding bonds that are not tendered for exchange pursuant to the exchange offer are to be
returned to a person other than the holder thereof, certificates for such outstanding bonds must be endorsed or
accompanied by an appropriate instrument of transfer, signed exactly as the name of the registered owner appears
on the certificates, with the signatures on the certificates or instruments of transfer guaranteed by an eligible
institution.

         If the letter of transmittal is signed by a person other than the holder of any outstanding bonds listed
therein, such outstanding bonds must be properly endorsed or accompanied by a properly completed bond power,
signed by such holder exactly as such holder's name appears on such outstanding bonds.  If the letter of
transmittal or any outstanding bonds, bond powers or other instruments of transfer are signed by trustees,
executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary
or representative capacity, such persons should so indicate when signing, and, unless waived by us, evidence
satisfactory to us of their authority to so act must be submitted with the letter of transmittal.



Page 29


         No alternative, conditional, irregular or contingent tenders will be accepted.  By executing the letter
of transmittal (or facsimile thereof), the tendering holders of outstanding bonds waive any right to receive any
notice of the acceptance for exchange of their outstanding bonds.  Tendering holders should indicate in the
applicable box in the letter of transmittal the name and address to which payments, and/or substitute
certificates evidencing outstanding bonds for amounts not tendered or not exchanged are to be issued or sent, if
different from the name and address of the person signing the letter of transmittal.  If no such instructions are
given, outstanding bonds not tendered or exchanged will be returned to such tendering holder.

         All questions as to the validity, form, eligibility (including time of receipt), and acceptance and
withdrawal of tendered outstanding bonds will be determined by us in our absolute discretion, which determination
will be final and binding.  We reserve the absolute right to reject any and all tendered outstanding bonds
determined by us not to be in proper form or not to be tendered properly or any tendered outstanding bonds the
acceptance of which would, in the opinion of our counsel, be unlawful.  We also reserve the right to waive, in
our absolute discretion, any defects, irregularities or conditions of tender as to particular outstanding bonds,
whether or not waived in the case of other outstanding bonds.  Our interpretation of the terms and conditions of
the exchange offer (including the instructions in the letter of transmittal) will be final and binding on all
parties.  Unless waived, any defects or irregularities in connection with tenders of outstanding bonds must be
cured within such time as we shall determine.  Although we intend to notify holders of defects or irregularities
with respect to tenders of outstanding bonds, neither we, the exchange agent nor any other person will be under
any duty to give such notification or shall incur any liability for failure to give any such notification.
Tenders of outstanding bonds will not be deemed to have been made until such defects or irregularities have been
cured or waived.

         Any holder whose outstanding bonds have been mutilated, lost, stolen or destroyed will be responsible
for obtaining replacement securities or for arranging for indemnification with the trustee of the outstanding
bonds.  Holders may contact the exchange agent for assistance with such matters.

Withdrawal of Tenders

         You may withdraw tenders of outstanding bonds at any time prior to the later of 5:00 p.m., New York City
time, on [__________], 2003 (the "expiration date").  Tenders of outstanding bonds may not be withdrawn after
that time unless the exchange offer is extended with changes in the terms of the exchange offer that are, in our
reasonable judgment, materially adverse to the tendering holders of the outstanding bonds.

         For a withdrawal of a tender to be effective, a written or facsimile transmission notice of withdrawal
must be received by the exchange agent prior to the deadline described above at one of its addresses set forth in
this prospectus.  The withdrawal notice must specify the name of the person who tendered the outstanding bonds to
be withdrawn, must contain a description of the outstanding bonds to be withdrawn, the certificate numbers shown
on the particular certificates evidencing such outstanding bonds, if applicable, and the aggregate principal
amount represented by such outstanding bonds; and must be signed by the holder of such outstanding bonds in the
same manner as the original signature on the letter of transmittal (including any required signature guarantees)
or be accompanied by evidence satisfactory to us that the person withdrawing the tender has succeeded to the
beneficial ownership of the outstanding bonds.  In addition, the notice of withdrawal must specify, in the case
of outstanding bonds tendered by delivery of certificates for such outstanding bonds, the name of the registered
holder (if different from that of the tendering holder) or, in the case of outstanding bonds tendered by
book-entry transfer, the name and number of the account at DTC to be credited with the withdrawn outstanding
bonds.  The signature on the notice of withdrawal must be guaranteed by an eligible institution unless the
outstanding bonds have been tendered for the account of an eligible institution.

         Withdrawal of tenders of outstanding bonds may not be rescinded, and any outstanding bonds properly
withdrawn will thereafter be deemed not validly tendered for purposes of the exchange offer.  Properly withdrawn
outstanding bonds may, however, be retendered by again following one of the procedures described in "--Procedures
for Tendering Outstanding Bonds" prior to the expiration date.



Page 30


Exchange Agent

         The Bank of New York, acting through BNY Midwest Trust Company has been appointed the exchange agent for
the exchange offer.  Letters of transmittal and all correspondence in connection with the exchange offer should
be sent or delivered by each holder of outstanding bonds, or a beneficial owner's commercial bank, broker,
dealer, trust company or other nominee, to the exchange agent at the following addresses and telephone numbers:

          By Mail or Overnight Courier:                                  By Hand:
               The Bank of New York                                The Bank of New York
            Corporate Trust Operations                          Corporate Trust Operations
               Reorganization Unit                                  Reorganization Unit
           101 Barclay Street - 7 East                       101 Barclay Street - Lobby Window
                New York, NY 10286                                  New York, NY 10286
                Attn.: Mr. Kin Lau                                  Attn.: Mr. Kin Lau

                                  By Facsimile (for Eligible Institutions only):
                                                  (212) 298-1915
                                                   Confirmation:
                                                  (212) 815-3750

            Additionally, any questions concerning tender procedures and requests for additional copies of the
letter of transmittal should be directed to the exchange agent.  Holders of outstanding bonds may also contact
their commercial bank, broker, dealer, trust company or other nominee for assistance concerning the exchange
offer.  We will pay the exchange agent's reasonable and customary fees for its services and will reimburse it for
its reasonable, out-of-pocket expenses in connection therewith.

                                  DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH
                                    ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

Other Fees and Expenses

         We will bear the expenses of soliciting tenders of the outstanding bonds.  The principal solicitation is
being made by mail; additional solicitations may, however, be made by telegraph, facsimile transmission,
telephone or in person by the exchange agent, as well as by our officers and other employees and those of our
affiliates.

         Tendering holders of outstanding bonds will not be required to pay any fee or commission.  If, however,
a tendering holder handles the transaction through its broker, dealer, commercial bank, trust company or other
institution, such holder may be required to pay brokerage fees or commissions.

                                                  USE OF PROCEEDS

         We will not receive any proceeds from the issuance of the exchange bonds in the exchange offer.  We will
receive in exchange outstanding bonds in like principal amount.  We will retire or cancel all of the outstanding
bonds tendered in the exchange offer.

         We issued $965,965,000 of outstanding bonds in the original exchange offer.  We did not not receive any
proceeds from the issuance of the outstanding bonds in the original exchange offer; rather we received in
exchange a like principal amount of 8.95% Variable Rate Notes, due 2003.

                                         DESCRIPTION OF THE EXCHANGE BONDS

         The exchange bonds are an additional series of our secured debt securities created by resolution of our
Board of Directors or the Executive Committee thereof, and will be issued under a Trust Indenture dated as of
October 1, 1923, between us and The Bank of New York and D.G. Donovan, as Trustees (the "Trustees"), as amended
and supplemented by supplemental indentures including the Ninety-Ninth Supplemental Indenture to be


Page 31


dated as of a date before the expiration date (collectively, the "Indenture").  A working copy of the
Indenture consisting of the original indenture and the supplemental indentures that amended it (omitting property
descriptions) may be found on our parent's website at http://www.edison.com/investors/debt_publications.asp.  A
copy of the Indenture also may be obtained directly from us upon request.  See "Where You Can Find More
Information".  The bonds of all series issued and to be issued under the Indenture are referred to herein as the
"Bonds."

         The following summary of the Indenture does not purport to be complete and is subject to, and is
qualified in its entirety by reference to, all of the provisions of the Indenture, including definitions of terms
used in the Indenture.  We urge you to review the Indenture because it, and not this description, defines your
rights as a holder of exchange bonds.

General

         The exchange bonds will be limited to an aggregate principal amount equal to the aggregate principal
amount of outstanding bonds.

         The exchange bonds will mature on February 15, 2007, and will bear interest at the rate of 8% per annum
from the most recent interest payment date to which interest has been paid on the outstanding bonds or, if no
interest has been paid, from February 24, 2003, payable semiannually on February 15 and August 15 of each year to
the holders of record on the preceding February 1 and August 1, respectively.

         Principal of and interest on the exchange bonds initially will be payable at The Bank of New York, c/o
BNY Midwest Trust Company, Chicago, Illinois, or at the office or agency in New York, New York, designated by us
for that purpose; and interest on the exchange bonds will be paid by check mailed to the address of the person
entitled thereto as it appears in the register for the exchange bonds.  The exchange bonds may be presented for
registration, transfer and exchange at The Bank of New York, c/o BNY Midwest Trust Company, Chicago, Illinois, or
at the office or agency in New York, New York, designated for such purpose.

         The exchange bonds will be issued only in fully registered form, without coupons, in denominations of
$250,000 or any integral multiple of $1,000 in excess thereof.

Optional Redemption

         We may redeem the exchange bonds at any time, in whole or in part, at a "make whole" redemption price
equal to the greater of (1) the principal amount redeemed or (2) the sum of the present values of the remaining
scheduled payments of principal and interest on such exchange bonds being redeemed, discounted to the date fixed
for redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Yield plus 50 basis points, plus in each case accrued and unpaid interest to the date fixed for
redemption.

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

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

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


Page 32


date fixed for redemption, or (B) if the Independent Investment Banker obtains fewer than four Reference Treasury
Dealer Quotations, the average of all of the Quotations.

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

         "Reference Treasury Dealer" means (1) Citigroup Global Markets Inc. and any other primary U.S.
Government securities dealer in New York City (a "Primary Treasury Dealer") designated by, and not affiliated
with Citigroup Global Markets Inc. or its successors, provided, however, that if Citigroup Global Markets Inc. or
any of its designees ceases to be a Primary Treasury Dealer, we will appoint another Primary Treasury Dealer as a
substitute and (2) any other Primary Treasury Dealer selected by us.

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

         To exercise our option to redeem any such exchange bonds, we will mail you a notice of redemption at
least 30 days but not more than 60 days prior to the date fixed for redemption.  If we elect to redeem fewer than
all the exchange bonds, The Bank of New York, as Trustee, will select the particular bonds to be redeemed on a
pro rata basis, by lot or by such other method of random selection, if any, that The Bank of New York, as
Trustee, deems fair and appropriate.

         Any notice of redemption, at our option, may state that the redemption will be conditional upon receipt
by the paying agent, on or prior to the date fixed for the redemption, of money sufficient to pay the principal,
premium, if any, and interest, if any, on the bonds and that if the money has not been so received, the notice
will be of no force and effect and will not be required to redeem the exchange bonds.

         There will be no provisions for any maintenance or sinking funds for the exchange bonds.

Security

         The exchange bonds when issued, will, as to the security afforded by the Indenture, be secured equally
and ratably with all other Bonds by a legally valid first lien or charge on substantially all of the property and
franchises now owned by us (with exceptions and exclusions noted below).  Such lien and our title to our
properties are subject to the terms of franchises, licenses, easements, leases, permits, contracts and other
instruments under which properties are held or operated, statutes and governmental regulations, liens for taxes
and assessments, and liens of the Trustees.  In addition, such liens and our title to our properties are subject
to other liens, prior rights and other encumbrances, none of which, with minor or insubstantial exceptions
affects from a legal standpoint the security for the exchange bonds or our rights to use such properties in our
business, unless the matters with respect to our interest in the Four Corners Generating Station and the related
easement and lease referred to in the following paragraph may be so considered.

         Our rights and the rights of the Trustees in the Four Corners Generating Station in northern New Mexico,
located on land of the Navajo Nation under an easement from the United States and a lease from the Navajo Nation,
may be subject to possible defects, including possible conflicting grants or encumbrances not ascertainable
because of the absence of or inadequacies in the applicable recording law and the record systems of the Bureau of
Indian Affairs and the Navajo Nation, our possible inability to resort to legal process to enforce our rights
against the Navajo Nation without Congressional consent, possible impairment or termination under certain
circumstances of the easement and lease by the Navajo Nation, Congress, or the Secretary of the Interior, and the
possible invalidity of the Indenture lien against our interest in the easement, lease, and improvements at the
Four Corners Generating Station.  We cannot predict what effect, if any, such possible defects may have on our
interest in the Four Corners Generating Station.



Page 33


         The Indenture provides that property hereafter acquired (other than excepted kinds noted below) is to
become subject to the lien of the Indenture (Indenture-- "Granting" clauses).  Such property may be subject to
prior liens and other encumbrances.

         Properties excepted from the lien of the Indenture include cash, accounts receivable, deposits, bills
and notes, contracts, leases under which we are lessor, securities not specifically required to be pledged,
office equipment, vehicles, and all materials, supplies and electric energy acquired or produced for sale,
consumption or use in the ordinary conduct of business.  (Indenture -- "Excepting" clauses, as supplemented by
Sixth Supplemental Indenture)

Credit Ratings

         The exchange bonds are rated "BB" by Standard &amp; Poor's and "Ba2" by Moody's Investors Services.

Special Trust Fund

         We are required to deposit in a Special Trust Fund with The Bank of New York, as Trustee, on each May 1
and November 1, cash equal to 1 1/2% (subject to redetermination by agreement between us and The Bank of New York,
as Trustee) of the aggregate principal amount of the Bonds and underlying bonds then outstanding (excluding
certain Bonds and underlying bonds, such as Bonds called for redemption), less certain amounts paid or credited
in respect of underlying bonds.  (Indenture-- Secs. 1 and 3, Art. Four, as supplemented by Third Supplemental
Indenture)  The term "underlying bonds" is defined in the Indenture to mean any securities or other evidence of
indebtedness secured by property subsequently acquired by us.  Amounts in the Special Trust Fund may, in general,
be paid out for payment, redemption (at the redemption prices, including applicable premiums, set forth in the
Bonds and subject to the limitation on refunding applicable to various series) or purchase of Bonds or underlying
bonds, or to reimburse us for the acquisition of certain additional properties.  (Indenture-- Sec. 2, Art. Four)
The foregoing deposit requirement has not affected our cash flow, because the cash deposited has been
simultaneously offset by its payment to us to reimburse us for the acquisition of additional properties.  Thus,
there currently are no funds on deposit in the Special Trust Fund.

Issue of Additional Bonds

         In general, additional Bonds, ranking equally and ratably with the exchange bonds, may be issued in
principal amounts equal to:

a.       Certain Bonds and underlying bonds acquired, redeemed or otherwise retired.  (Indenture-- Secs. 3 and
              12, Art. Two, as supp'd by Art Three, Fourth Supplemental Indenture)

b.       Cash deposited to pay or redeem Bonds or underlying bonds.  (Indenture-- Secs. 4 and 13, Art. Two)

c.       66?% of the net amount of additional property constructed or acquired by us and not theretofore used for
              other purposes under the Indenture, subject to certain restrictions.  (Indenture-- Secs. 6, 7, 9
              and 10, Art. Two, as supp'd by Secs. 1, 2, 3 and 10, Art. Three, Fourth Supplemental Indenture)

d.       Cash deposited in an advance construction account with The Bank of New York, as Trustee (in certain
              events with such Trustee's consent), to be withdrawn to reimburse us for 66?% of unbonded
              additional property.  (Indenture-- Sec. 11, Art. Two, as supp'd by Sec. 4, Art. Three, Fourth
              Supplemental Indenture)

         The exchange bonds will be issued under the provisions referred to in clause (a) directly above.  As of
June 30, 2003, the amount of Bonds acquired, redeemed or otherwise retired against which Bonds might be issued
under the Indenture pursuant to clause (a) above was approximately $1.87 billion.  The net amount of additional
property against which Bonds might be issued under the Indenture pursuant to clause (c) above was approximately
$11.23 billion, resulting in the ability to issue $7.48 billion of Bonds pursuant to clause (c) (i.e.
$11.23 billion x .6666 = $7.48 billion).  The aggregate amount of Bonds which we could issue under clauses (a) and
(c) above



Page 34


would, if other conditions were met, be approximately $9.35 billion.  As of June 30, 2003, after giving pro forma
effect to the exchange offer, we had $3.3 billion of our first mortgage bonds outstanding.

         Furthermore, in addition to the Indenture's bondable property requirement described in clause (c) above,
the Indenture also provides that additional Bonds may not be issued unless our net earnings (as defined) for
twelve months shall have been at least two and one-half (2.5x) times our total annual first mortgage bond
interest charge.  (Indenture-- Sec. 5, Art. Two, as supp'd by Sec. 6, Art. Three, Fourth Supplemental Indenture)
For the twelve months ended June 30, 2003, such net earnings were 9.43 times such annual bond interest charges,
which would limit the amount of additional bonds we could issue to $8.43 billion.  Notwithstanding the net
earnings requirement, additional Bonds may be issued under the provisions referred to in (a) and (b) above under
some circumstances involving, among other things, issuance of Bonds not bearing a higher interest rate than the
Bonds to be retired, issuance of Bonds to pay or redeem Bonds maturing within two years and issuance of Bonds on
the basis of acquisition, redemption or other retirement of underlying bonds.  (Indenture-- Secs. 3, 5, 12 and
13, Art. Two, as supp'd by Secs. 5, 6, 7 and 8, Art. Three, Fourth Supplemental Indenture)  Additional Bonds may
not be issued under the provisions referred to in paragraphs (c) and (d) above during any period when
indebtedness secured by a prior lien on acquired utility property has not been established as underlying bonds.
(Indenture-- Sec. 8, Art. Two, as supp'd by Sec. 2, Art. Three, Fourth Supplemental Indenture)

         Other than the security afforded by the lien of the Indenture and restrictions on the issuance of
additional Bonds described above, there are no provisions of the Indenture which afford holders of the exchange
bonds protection against us increasing our ratio of total debt to total "bondable" assets.

Defaults and Other Provisions

         The Indenture provides that the following are defaults:

         o    default in payment of principal;

         o    default for 60 days in payment of interest or satisfaction of the Special Trust Fund obligation;

         o    default under our covenants and conditions in the Indenture or in the Bonds for 60 days after
              notice by The Bank of New York, as Trustee;

         o    certain acts of bankruptcy and certain events in bankruptcy, insolvency, receivership or
              reorganization proceedings; and

         o    our failure to discharge or stay within 60 days any judgment against us for the payment of money in
              excess of $100,000.  (Indenture-- Sec. 1, Art. Seven, as supp'd by Part IV. E., Sixth Supplemental
              Indenture)

         A California court may not strictly enforce certain of our covenants contained in the Indenture or the
exchange bonds or allow acceleration of the due date of the exchange bonds if it concludes that such enforcement
or acceleration would be unreasonable under the then existing circumstances.  However, acceleration would be
available if an event of default occurs as a result of a material breach of a material covenant contained in the
Indenture or the exchange bonds.

         The Indenture and the Trust Indenture Act of 1939 require us to file with a Trustee documents and
reports with respect to the absence of default and compliance with the terms of the Indenture annually and upon
the authentication and delivery of additional Bonds, the release of cash or property, the satisfaction and
discharge of the Indenture, or any other action requested to be taken by a Trustee at our request.  (Indenture--
Art. Two, as supp'd by Art. Three, Fourth Supplemental Indenture; Sec. 14, Art. Three, Sec. 2, Art. Four, and
Art. Eight, as supp'd by Part IV. G., Sixth Supplemental Indenture; Art. Ten; and Arts. Nineteen and Twenty,
Sixth Supplemental Indenture)

         The holders of a majority in principal amount of outstanding Bonds may require the Trustees to enforce
the lien of the Indenture upon the happening (and continuance for the prescribed grace period, if any) of any of
the


Page 35


defaults referred to above, and upon the indemnification of the Trustees to their reasonable satisfaction.
(Indenture-- Sec. 2, Art. Seven, as supp'd by Sixth Supplemental Indenture)

Concerning the Trustees

         We maintain bank deposits with The Bank of New York and intend to borrow money from such bank from time
to time.

         Neither by the Indenture nor otherwise are the Trustees restricted from dealing in the exchange bonds as
freely as though they were not Trustees.  (Indenture-- Sec. 1, Art. Eighteen, Sixth Supplemental Indenture)
However, the Trust Indenture Act provides that if either Trustee acquires or has acquired a conflicting interest,
as defined in the Trust Indenture Act, and a default under the Indenture occurs or has occurred, such Trustee
must within 90 days following the default eliminate such conflict, cure the default or resign.  The Trust
Indenture Act provides that a Trustee with an uncured conflict of interest will not be required to resign if it
can show that the conflict will be cured or the default waived within a reasonable time and a stay of its duty to
resign is not inconsistent with the interests of the holders of the outstanding Bonds.  In certain cases, the
Indenture and the Trust Indenture Act require a Trustee to share the benefit of payments received as a creditor
after the beginning of the third month prior to a default.  (Indenture-- Sec, 4, Art. Eighteen, Sixth
Supplemental Indenture)

Modification of the Indenture

         The holders of 80% in principal amount of all Bonds outstanding may authorize release of trust property,
waive defaults and authorize certain modifications of the Indenture.  However, our obligation to pay principal
and interest will continue unimpaired; and such modifications may not include, among other things, modifications
giving any Bonds preference over other Bonds or authorizing any lien prior to that of the Indenture.  In
addition, modifications of rights of any series require the assent of the holders of 80% in principal amount of
the Bonds of such series.  (Indenture-- Art. Fourteen, as amended by First Supplemental Indenture)

Book-Entry, Delivery and Form

         The exchange bonds will be represented by one or more permanent global bonds in definitive, fully
registered form without interest coupons. Upon issuance, the exchange bonds will be deposited with the Trustee as
custodian for DTC in New York, New York, and registered in the name of DTC or its nominee.

         Ownership of beneficial interests in a global bond will be limited to persons who have accounts with
DTC, which we refer to as "participants," or persons who hold interests through participants.  Ownership of
beneficial interests in a global bond will be shown on, and the transfer of that ownership will be effected only
through, records maintained by DTC or its nominee (with respect to interests of participants) and the records of
participants (with respect to interests of persons other than participants).

         So long as DTC, or its nominee, is the registered owner or holder of any of the exchange bonds, DTC or
that nominee, as the case may be, will be considered the sole owner or holder of such exchange bonds represented
by the global bond for all purposes under the Indenture and the exchange bonds.  No beneficial owner of an
interest in a global bond will be able to transfer such interest except in accordance with DTC's applicable
procedures, in addition to those provided for under the Indentures and, if applicable, those of Euroclear and
Clearstream Banking.

         Payments of the principal of, and interest on, a global bond will be made to DTC or its nominee, as the
case may be, as the registered owner thereof.  None of SCE, the Trustee or any paying agent will have any
responsibility or liability for any aspect of the records relating to or payments made on account of beneficial
ownership interests in a global bond or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.

         We expect that DTC or its nominee, upon receipt of any payment of principal or interest in respect of a
global bond, will credit participants' accounts with payments in amounts proportionate to their respective
beneficial interests in the principal amount of such global bond as shown on the records of DTC or its nominee.
We also



Page 36


expect that payments by participants to owners of beneficial interests in such global bond held through such
participants will be governed by standing instructions and customary practices, as is now the case with
securities held for the accounts of customers registered in the names of nominees for such customers.  Such
payments will be the responsibility of such participants.

         Transfers between participants in DTC will be effected in the ordinary way in accordance with DTC rules
and procedures and will be settled in same-day funds.  Transfers between participants in Euroclear and
Clearstream Banking will be effected in the ordinary way in accordance with their respective rules and operating
procedures.

         We expect that DTC will take any action permitted to be taken by a holder of bonds only at the direction
of one or more participants to whose account the DTC interests in a global bond is credited and only in respect
of such portion of the aggregate principal amount of bonds as to which such participant or participants has or
have given such direction.  However, if there is an event of default under the bonds, DTC will exchange the
applicable global bond for certificated bonds, which it will distribute to its participants.

         A global bond is exchangeable for definitive exchange bonds in registered certificated form if:

         o    DTC (i) notifies us that it is unwilling or unable to continue as depositary for the global bonds,
              and we fail to appoint a successor depositary, or (ii) has ceased to be a clearing agency
              registered under the Securities Exchange Act of 1934;

         o    at our option, we notify the Trustee in writing that we have elected to cause the issuance of the
              certificated securities; or

         o    there has occurred and is continuing a default or event of default with respect to the exchange
              bonds.

         In addition, beneficial interests in a global bond may be exchanged for certificated securities upon
prior written notice given to the Trustees by or on behalf of DTC in accordance with the Indenture.  In all
cases, certificated securities delivered in exchange for any global bond or beneficial interests in global bonds
will be registered in the names, and issued in any approved denominations, requested by or on behalf of the
depositary (in accordance with its customary procedures).

         DTC has advised us that:  DTC is a limited purpose trust company organized under the laws of the State
of New York, a "banking organization" within the meaning of New York Banking Law, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the Uniform Commercial Code and a "Clearing Agency"
registered pursuant to the provisions of Section 17A of the Exchange Act.  DTC was created to hold securities for
its participants and facilitate the clearance and settlement of securities transactions between participants
through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical
movement of certificates.  Indirect access to the DTC system is available to others such as banks, brokers,
dealers and trust companies and certain other organizations that clear through or maintain a custodial
relationship with a participant, either directly or indirectly, whom we refer to as indirect participants.

         Although DTC, Euroclear and Clearstream Banking are expected to follow the foregoing procedures in order
to facilitate transfers of interests in a global bond among participants of DTC, Euroclear and Clearstream
Banking, they are under no obligation to perform or continue to perform such procedures, and such procedures may
be discontinued at any time.  None of SCE, the Trustee or the paying agent will have any responsibility for the
performance by DTC, Euroclear or Clearstream Banking or their respective participants or indirect participants of
their respective obligations under the rules and procedures governing their operations.

         Same Day Settlement and Payment

         We will make payments in respect of the exchange bonds represented by the global bonds (including
principal, interest and premium, if any) by wire transfer of immediately available funds to the accounts
specified by the global bondholder.  We will make all payments of principal, interest and premium with respect to
certificated securities by wire transfer of immediately available funds to the accounts specified by the holders
thereof or, if no



Page 37


account is specified, by mailing a check to that holder's registered address.  The exchange bonds represented by
the global bonds are expected to trade in DTC's Same Day Funds Settlement System, and any permitted secondary
market trading activity in the exchange bonds will, therefore, be required by DTC to be settled in immediately
available funds.  We expect that secondary trading in any certificated securities will also be settled in
immediately available funds.

         Because of time zone differences, the securities account of a Euroclear or Clearstream participant
purchasing an interest in a global bond from a participant in DTC will be credited and any crediting of this type
will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement
processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement
date of DTC.  DTC has advised us that cash received in Euroclear or Clearstream as a result of sales of interests
in a global bond by or through a Euroclear or Clearstream participant to a participant in DTC will be received
with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash
account only as of the business day for Euroclear or Clearstream following DTC's settlement date.

                                               PLAN OF DISTRIBUTION

         Each broker-dealer that receives exchange bonds for its own account pursuant to the exchange offer must
acknowledge that it will deliver a prospectus in connection with any resale of such exchange bonds.  This
prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection
with resales of exchange bonds received in exchange for outstanding bonds where such outstanding bonds were
acquired as a result of market-making activities or other trading activities.  We have agreed that, starting on
the expiration date of the exchange offer and ending on the close of business one year after such date, we will
make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any
such resale.

         We will not receive any proceeds from any sale of exchange bonds by broker-dealers.  Exchange bonds
received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in
one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of
options on the exchange bonds or a combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated prices.  Any such resale may be made
directly to purchasers or to or through brokers or dealers who may receive compensation in the form of
commissions or concessions from any such broker-dealer and/or the purchasers of any such exchange bonds.  Any
broker-dealer that resells exchange bonds that were received by it for its own account pursuant to the exchange
offer and any broker or dealer that participates in a distribution of such exchange bonds may be deemed to be an
"underwriter" within the meaning of the Act and any profit of any such resale of exchange bonds and any
commissions or concessions received by any such persons may be deemed to be underwriting compensation under the
Securities Act.  The letter of transmittal states that by acknowledging that it will deliver and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the
Securities Act.

         For a period of one year after the expiration date of the exchange offer, we will promptly send
additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that
requests such documents in the letter of transmittal.  We have agreed to pay all expenses incident to the
exchange offer other than commissions or concessions of any brokers or dealers and will indemnify the holders of
the outstanding bonds (including any broker-dealers) against certain liabilities, including liabilities under the
Securities Act.

                                   MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

         The following summary describes the material United States federal income tax consequences resulting
from the exchange of outstanding bonds for the exchange bonds by a holder.  This discussion applies only to a
holder of bonds who holds such bonds as capital assets within the meaning of the Internal Revenue Code of 1986,
as amended (the "Code"), and does not address holders of bonds that may be subject to special rules.  Holders that
may be subject to special rules include:

         o    some United States expatriates;



Page 38


         o    banks, thrifts or other financial institutions;

         o    regulated investment companies or real estate investment trusts;

         o    insurance companies;

         o    tax-exempt entities;

         o    S Corporations;

         o    broker-dealers or dealers in securities or currencies;

         o    traders in securities;

         o    U.S. holders (as defined below) whose functional currency is not the U.S. dollar;

         o    persons that hold the bonds as part of a straddle, hedge, conversion or other risk reduction or
              constructive sale transaction; and

         o    persons subject to the alternative minimum tax provisions of the Code.

         If a partnership or other entity taxable as a partnership holds bonds, the tax treatment of a partner in
the partnership will generally depend on the status of the partner and the activities of the partnership.  Such
partner should consult its tax advisor as to the tax consequences of the partnership owning and disposing of
bonds.

         This summary does not discuss all of the aspects of United States federal income taxation which may be
relevant to investors in light of their particular circumstances.  In addition, this summary does not discuss any
United States state or local income or foreign income or other tax consequences.  This summary is based upon the
provisions of the Code, United States Treasury Regulations, rulings and judicial decisions, all as in effect as
of the date of this prospectus and all of which are subject to change or differing interpretation, possibly with
retroactive effect.  We have not requested, and do not plan to request, any rulings from the Internal Revenue
Service (the "IRS") concerning the tax consequences of the exchange of the outstanding bonds for the exchange
bonds or the ownership or disposition of the exchange bonds.  The statements set forth below are not binding on
the IRS or on any court.  Thus, we can provide no assurance that the statements set forth below will not be
challenged by the IRS, or that they would be sustained by a court if they were so challenged.  Certain tax
matters were passed upon for us by Munger, Tolles &amp; Olson LLP, Los Angeles, California, in an opinion that was
filed with the registration statement of which this prospectus is a part.

         You should consult your own tax advisor regarding the particular United States federal, state and local
and foreign income and other tax consequences of exchanging the outstanding bonds for the exchange bonds.

         As used herein, the term "U.S. Holder" means a beneficial owner of an exchange bond who or which is, for
United States federal income tax purposes, a citizen or resident of the United States, a corporation created or
organized in or under the laws of the United States or any state thereof (including the District of Columbia), or
an estate or trust treated as a United States person under section 7701(a)(30) of the Code.  The term "Non-U.S.
Holder" means any beneficial owner of an exchange bond that is not a U.S. Holder.

The Exchange

         The exchange of the outstanding bonds for the exchange bonds in the exchange offer will not be treated
as an "exchange" for federal income tax purposes, because the exchange bonds will not be considered to differ
materially in kind or extent from the outstanding bonds.  Accordingly, the exchange of outstanding bonds for
exchange bonds will not be a taxable event to holders for federal income tax purposes.  Moreover, the exchange
bonds will have the same tax attributes as the outstanding bonds and the same tax consequences to holders as the



Page 39



outstanding bonds have to holders, including without limitation, the same issue price, adjusted issue price,
adjusted tax basis and holding period.  Therefore, references to "bonds" apply equally to the exchange bonds and
the outstanding bonds.

U.S. Holders

         Payments or Accruals of Interest.  Payments or accruals of interest on a bond will be taxable to you as
ordinary interest income at the time that you receive or accrue such amounts in accordance with your regular
method of tax accounting.

         Purchase, Sale and Retirement of Bonds.  In general, your tax basis in a bond generally will equal the
cost of the bond to you. Your basis will increase by any amounts that you are required to include in income under
the rules governing market discount (discussed below) and will decrease by the amount of any amortized premium
(also discussed below) and any payments other than interest made on the bond. The amount of any subsequent
adjustments to your tax basis in a bond in respect of market discount and premium will be determined in the
manner described below.

         When you sell or exchange a bond, or if a bond that you hold is retired, you generally will recognize
gain or loss equal to the difference between the amount you realize on the transaction (less any accrued
interest, which will be subject to tax in the manner described above under "Payments or Accruals of Interest")
and your tax basis in the bond.

         Except as discussed below with respect to market discount, the gain or loss that you recognize on the
sale, exchange or retirement of a bond generally will be capital gain or loss.  The capital gain or loss on the
sale, exchange or retirement of a bond will be long-term capital gain or loss if you have held the bond for more
than one year on the date of disposition.  Capital gains realized by individuals on assets held for longer than
one year are subject to taxation at preferential rates.  The tax deductibility of capital losses is subject to
limitations.

         Premium.  If you purchase a bond at a cost greater than the bond's remaining redemption amount, you will
be considered to have purchased the bond at a premium, and you may elect to amortize the premium as an offset to
interest income, using a constant yield method, over the remaining term of the bond.  If you make this election,
it generally will apply to all debt instruments that you hold at the time of the election, as well as any debt
instruments that you subsequently acquire.  In addition, you may not revoke the election without the consent of
the IRS.  If you elect to amortize the premium, you will be required to reduce your tax basis in the bond by the
amount of the premium amortized during your holding period.  If you do not elect to amortize premium, the full
amount of premium will be included in your tax basis in the bond.  Therefore, if you do not elect to amortize the
premium and you hold the bond to maturity, you generally will be required to treat the premium as capital loss
when the bond matures.

         Market Discount.  If you purchase a bond at a discount from the bond's redemption amount, and the
discount is 0.25% or more of the redemption amount multiplied by the number of remaining whole years to maturity,
the bond will be considered to bear "market discount" in your hands. In this case, any gain that you realize on
the disposition of the bond generally will be treated as ordinary interest income to the extent of the market
discount that accrued on the bond during your holding period.  In addition, you may be required to defer the
deduction of a portion of the interest paid on any indebtedness that you incurred or maintained to purchase or
carry the bond.  In general, market discount will be treated as accruing ratably over the term of the bond, or,
at your election, under a constant yield method.

         You may elect to include market discount in gross income currently as it accrues (on either a ratable or
constant yield basis), in lieu of treating a portion of any gain realized on a sale of the bond as ordinary
income.  If you elect to include market discount on a current basis, the interest deduction deferral rule
described above will not apply.  If you do make such an election, it will apply to all market discount debt
instruments that you acquire on or after the first day of the first taxable year to which the election applies.
The election may not be revoked without the consent of the IRS.



Page 40


         Treasury regulations implementing the market discount rules have not yet been issued; therefore, you
should consult your own tax advisor regarding the application of these rules and the advisability of making any
of the elections relating thereto.

         Backup Withholding Tax and Information Reporting.  Unless a U.S. Holder is an exempt recipient, such as
a corporation, payments under the bonds, and the proceeds received from the sale of bonds, will generally be
subject to information reporting and will generally also be subject to United States federal backup withholding
tax if such U.S. Holder fails to supply accurate taxpayer identification numbers or otherwise fails to comply
with applicable United States information reporting or certification requirements.  Any amounts so withheld do
not constitute a separate tax and will be allowed as a credit against the U.S. Holder's United States federal
income tax liability.

Non-U.S. Holders

         Interest.  The payment of interest on the bonds will not be subject to United States federal withholding
tax if:  (1) the Non-U.S. Holder does not actually or constructively own 10% or more of the total voting power of
all of our voting stock and is not a controlled foreign corporation that is related to us within the meaning of
the Code, and (2) the Non-U.S. Holder provides a statement signed under penalties of perjury that includes its
name and address and certifies that it is a Non-U.S. Holder in compliance with applicable requirements (or
satisfies certain documentary evidence requirements for establishing that it is a Non-U.S. Holder).  If the
foregoing exceptions do not apply, payments of interest will generally be subject to gross withholding at the
rate of 30% (or such lower rate as is available to a Non-U.S. Holder under an applicable treaty).

         Gain or loss on disposition.  A Non-U.S. Holder will not be subject to United States federal income tax
on gain realized on the sale, exchange, maturity or redemption of a bond unless (1) such gain is effectively
connected with the conduct by the Non-U.S. Holder of a trade or business in the United States or (2) in the case
of gain realized by an individual holder, the holder is present in the United States for 183 days or more in the
taxable year of the sale and either (A) such gain or income is attributable to an office or other fixed place of
business maintained in the United States by such holder or (B) such holder has a tax home in the United States.

         Information reporting and backup withholding.  In general, backup withholding and information reporting
will not apply to payments made by us or our paying agents, in their capacities as such, to a Non-U.S. Holder if
the holder has provided the required certification that it is a Non-U.S. Holder, provided that neither we nor our
paying agent has actual knowledge that the holder is a U.S. Holder.

                                                   LEGAL MATTERS

         The validity of the exchange bonds offered hereby will be passed upon for us by Kenneth S. Stewart,
Assistant General Counsel of SCE.  As to matters governed by Arizona and Nevada law, such counsel will rely upon
opinions of Steptoe &amp; Johnson LLP and Hale Lane Peek Dennison and Howard, respectively; and as to matters
governed by New Mexico law and (with regard to matters affecting our interest in the Four Corners Generating
Station in New Mexico and the easement and lease therefor) federal and Navajo Nation law, such counsel will rely
upon the opinion of Rodey, Dickason, Sloan, Akin &amp; Robb, P.A.

         Mr. Stewart is a salaried employee of SCE and shares in the benefits available to employees.  At
August 31, 2003, he had a direct or indirect interest in 59,763 shares of common stock of Edison International,
the parent holding company of SCE.  His ownership includes shares owned of record or beneficially owned through a
dividend reinvestment plan, as well as nonqualified stock options, performance shares, and deferred stock units
awarded under incentive compensation plans.  He owns no securities of SCE.

                                                      EXPERTS

         The financial statements of SCE incorporated in this prospectus by reference to SCE's 2002 Annual Report
to Shareholders, which is incorporated by reference in its Annual Report on Form 10-K for the year ended
December 31, 2002, have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in auditing and accounting.


Page 41


         The financial statements and the related financial statement schedules of SCE for the year ended
December 31, 2001 and 2000, have been audited by Arthur Andersen LLP, independent accountants, as stated in their
report dated March 25, 2002.  Arthur Andersen has not consented to the incorporation by reference of their report
in this prospectus, and we have dispensed with the requirement to file Arthur Andersen's consent in reliance on
Rule 437a under the Securities Act.  Because Arthur Andersen has not consented to the inclusion of their report
in this prospectus, your ability to assert claims against Arthur Andersen LLP may be limited.  See "Risk
Factors-- Risks Associated with our Former Accountant, Arthur Andersen LLP."



Page 42


                                        SOUTHERN CALIFORNIA EDISON COMPANY

                                                 OFFER TO EXCHANGE

        $965,965,000 principal amount of its First and Refunding Mortgage Bonds, 8% Series 2003B, Due 2007
                           which have been registered under the Securities Act of 1933,
         for any and all of its outstanding First and Refunding Mortgage Bonds, 8% Series 2003A, Due 2007.

                                                    PROSPECTUS

                                                September __, 2003






Page 43



                                                      PART II

                                      INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.   Indemnification of Directors and Officers.

         Section 317 of the California Corporations Code provides that a corporation shall have the power to
indemnify any person who was or is a party or is threatened to be made a party to any proceeding or action by
reason of the fact that he or she is or was a director, officer, employee or other agent of such corporation or
is or was serving at the request of the corporation as a director, officer, employee or agent of another
corporation or other enterprise.  Section 317 also grants authority to a corporation to include in its articles
of incorporation indemnification provision in excess of that permitted in Section 317, subject to certain
limitations.

         Article Eighth of the Restated Articles of Incorporation of the registrant authorizes the registrant to
provide indemnification of directors, officers, employees, and other agents through bylaw provisions, agreements
with agents, votes of shareholders or disinterested directors, or otherwise, in excess of the indemnification
otherwise permitted by Section 317 of the California Corporations Code, subject only to the applicable limits set
forth in Section 204 of the California Corporations Code.

         Article VI of the Amended Bylaws of the registrant contains provisions implementing the authority
granted in Article Eighth of the Restated Articles of Incorporation.  The Amended Bylaws provide for the
indemnification of any director or officer of the registrant, or any person acting at the request of the
registrant as a director, officer, employee or agent of another corporation or other enterprise, for any
threatened, pending or completed action, suit or proceeding to the fullest extent permissible under California
law and the Restated Articles of Incorporation of the registrant, subject to the terms of any agreement between
the registrant and such a person; provided that, no such person shall be indemnified: (i) except to the extent
that the aggregate of losses to be indemnified exceeds the amount of such losses for which the director or
officer is paid pursuant to any directors' or officers' liability insurance policy maintained by the registrant;
(ii) on account of any suit in which judgment is rendered for an accounting of profits made from the purchase or
sale of securities of the registrant pursuant to Section 16(b) of the Securities Exchange Act of 1934 and
amendments thereto or similar provisions of any federal, state or local statutory law; (iii) if a court of
competent jurisdiction finally determines that the indemnification is unlawful; (iv) for acts or omissions
involving intentional misconduct or knowing and culpable violation of law; (v) for acts or omissions that the
director or officer believes to be contrary to the best interests of the registrant or its shareholders, or that
involve the absence of good faith; (vi) for any transaction from which the director or officer derived an
improper personal benefit; (vii) for acts or omissions that show a reckless disregard for the director's or
officer's duty to the registrant or its shareholders in circumstances in which the director or officer was aware,
or should have been aware, in the ordinary course of performing his or her duties, of a risk of serious injury to
the registrant; (viii) for acts or omissions that constitute an unexcused pattern of inattention that amounts to
an abdication of the director's or officer's duties to the registrant or its shareholders; (ix) for costs,
charges, expenses, liabilities and losses arising under Section 310 or 316 of the California Corporations Code;
or (x) as to circumstances in which indemnity is expressly prohibited by Section 317 of the California
Corporations Code.  The exclusions set forth in clauses (iv) through (ix) above shall apply only to
indemnification with regard to any action brought by or in the right of the registrant for breach of duty to the
registrant or its shareholders.  The Amended Bylaws of the registrant also provide that the registrant shall
indemnify any director or officer in connection with (a) a proceeding (or part thereof) initiated by him or her
only if such proceeding (or part thereof) was authorized by the Board of Directors of the registrant or (b) a
proceeding (or part thereof) other than a proceeding by or in the name of the registrant to procure a judgment in
its favor, only if any settlement of such a proceeding is approved in writing by the registrant.  Indemnification
shall cover all costs, charges, expenses, liabilities and losses, including attorneys' fees, judgments, fines,
ERISA excise taxes, or penalties and amounts paid or to be paid in settlement, reasonably incurred or suffered by
the director or officer.

         The registrant has directors' and officers' liability insurance policies in force insuring directors and
officers of the registrant and its subsidiaries.  The registrant has also entered into written agreements with
each of its directors incorporating the indemnification provisions of its Amended Bylaws.




Page II-1


         Insofar as  indemnification  for liabilities  arising under the Securities Act of 1933 may be permitted to
directors,  officers or persons  controlling the registrant  pursuant to the foregoing  provisions,  the registrant
has been informed that in the opinion of the Securities and Exchange  Commission  such  indemnification  is against
public policy as expressed in the Act and is therefore unenforceable.

Item 21.   Exhibits and Financial Data Schedules.

         (a)  Exhibits

              See Exhibit Index.

         (b)  Financial Statement Schedules

         Schedules are omitted since the information required to be submitted has been included in the
Supplemental Consolidated Financial Statements of the Company or the notes thereto, or the required information
is not applicable.

Item 22.   Undertakings

         The registrant hereby undertakes:

         (1)  to file, during any period in which offers or sales are being made, a post-effective amendment to
              this registration statement

              (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

              (ii)to reflect in the prospectus any facts or events arising after the effective date of the
                  registration statement (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental change in the information set forth
                  in the registration statement.  Notwithstanding the foregoing, any increase or decrease in
                  volume of securities offered (if the total dollar value of securities offered would not exceed
                  that which was registered) and any deviation from the low or high end of the estimated maximum
                  offering range may be reflected in the form of prospectus filed with the Commission pursuant to
                  Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20%
                  change in the maximum aggregate offering price set forth in the "Calculation of Registration
                  Fee" table in the effective registration statement; and

              (iii) to include any material information with respect to the plan of distribution not
                  previously disclosed in the registration statement or any material change to such information
                  in the registration statement.

         (2)  that, for the purpose of determining any liability under the Securities Act of 1933, each such
              post-effective amendment shall be deemed to be a new registration statement relating to the
              securities offered therein, and the offering of such securities at that time shall be deemed to be
              the initial bona fide offering thereof.

         (3)  to remove from registration by means of a post-effective amendment any of the securities being
              registered which remain unsold at the termination of the offering.

         (4)  to respond to requests for information that is incorporated by reference into the prospectus
              pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of such
              request, and to send the incorporated documents by first class mail or other equally prompt means.
              This includes information contained in documents filed subsequent to the effective date of the
              registration statement through the date of responding to the request.



Page II-2


         (5)  to supply by means of a post-effective amendment all information concerning a transaction, and the
              company being acquired involved therein, that was not the subject of and included in the
              registration statement when it became effective.

         (6)  to deliver or cause to be delivered with the prospectus, to each peson to whom the prospectus is
              sent or given, the latest annual report to security holders that is incorporated by reference in
              the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or 14c-3 under
              the Securities Exchange Act of 1934; and, where interim financial information required to be
              presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver or cause to
              be delivered to each person to whom the prospectus is sent or given, the latest quarterly report
              that is specifically incorporated by reference in the prospectus to provide such interim financial
              information.

         Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.



Page II-3


                                                    SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, Southern California Edison Company certifies
that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has
duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Rosemead, State of California, on the 5th day of September, 2003.

                                                      SOUTHERN CALIFORNIA EDISON COMPANY

                                                      BY:       /s/ Kenneth S. Stewart
                                                ------------------------------------------------
                                                           Name:  Kenneth S. Stewart
                                                           Title:  Assistant General Counsel

         Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed
by the following persons in the capacities and on the dates indicated.

                                Signature                               Title                         Date
                                ---------                               -----                         ----

           Principal Executive Officer:

                           /s/ ALAN J. FOHRER*                 Chief Executive Officer        September 5, 2003
                      ------------------------------
                             Alan J. Fohrer

           Principal Financial Officer:

                         /s/ W. JAMES SCILACCI*               Senior Vice President and       September 5, 2003
                      ------------------------------
                            W. James Scilacci                  Chief Financial Officer

           Controller or Principal Accounting Officer:

                          /s/ THOMAS M. NOONAN*             Vice President and Controller     September 5, 2003
                      ------------------------------
                            Thomas M. Noonan

           Board of Directors:

                           /s/ JOHN E. BRYSON*                         Director               September 5, 2003
                      ------------------------------
                            John E. Bryson

                           /s/ ALAN J. FOHRER*                         Director               September 5, 2003
                      ------------------------------
                             Alan J. Fohrer

                        /s/ BRADFORD M. FREEMAN*                       Director               September 5, 2003
                      ------------------------------
                           Bradford M. Freeman

                           /s/ JOAN C. HANLEY*                         Director               September 5, 2003
                      ------------------------------
                             Joan C. Hanley

                            /s/ BRUCE KARATZ*                          Director               September 5, 2003
                      ------------------------------
                              Bruce Karatz

                          /s/ LUIS G. NOGALES*                         Director               September 5, 2003
                      ------------------------------
                             Luis G. Nogales

                          /s/ RONALD L. OLSON*                         Director               September 5, 2003
                      ------------------------------
                             Ronald L. Olson



Page II-4


                          /s/ JAMES M. ROSSER*                         Director               September 5, 2003
                      ------------------------------
                             James M. Rosser

                      /s/ RICHARD T. SCHLOSBERG III*                    Director              September 5, 2003
                      ------------------------------
                        Richard T. Schlosberg III

                          /s/ ROBERT H. SMITH*                         Director               September 5, 2003
                      ------------------------------
                             Robert H. Smith

                          /s/ THOMAS C. SUTTON*                        Director               September 5, 2003
                      ------------------------------
                            Thomas C. Sutton

                          /s/ DANIEL M. TELLEP*                        Director               September 5, 2003
                      ------------------------------
                            Daniel M. Tellep


           *By: /s/ KENNETH S. STEWART
           ------------------------------------------
               Kenneth S. Stewart, Attorney-in-Fact



Page II-5

                                                   EXHIBIT INDEX


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

3.1      Certificate of Amendment and Restated Articles of Incorporation of SCE effective June 1, 1993 (File No.
         1-2313, Form 10-K for the year ended December 31, 1993)*
3.2      Certificate of Correction of Restated Articles of Incorporation of SCE dated effective August 21, 1997
         (File No. 1-2313, Form 10-Q for the quarter ended September 30, 1997)*
3.3      Amended Bylaws of SCE as adopted by the Board of Directors on January 1, 2003 (File No. 1-2313, Form
         10-K for the year ended December 31, 2003)*
4.1      SCE First Mortgage Bond Trust Indenture, dated as of October 1, 1923 (Registration No. 2-1369)*
4.2      Supplemental Indenture, dated as of March 1, 1927 (Registration No. 2-1369)*
4.3      Third Supplemental Indenture, dated as of June 24, 1935 (Registration No. 2-1602)*
4.4      Fourth Supplemental Indenture, dated as of September 1, 1935 (Registration No. 2-4522)*
4.5      Fifth Supplemental Indenture, dated as of August 15, 1939 (Registration No. 2-4522)*
4.6      Sixth Supplemental Indenture, dated as of September 1, 1940 (Registration No. 2-4522)*
4.7      Eighth Supplemental Indenture, dated as of August 15, 1948 (Registration No. 2-7610)*
4.8      Twenty-Fourth Supplemental Indenture, dated as of February 15, 1964 (Registration No. 2-22056)*
4.9      Eighty-Eighth Supplemental Indenture, dated as of July 15 1992 (File No. 1-2313, Form 8-K dated July 22,
         1992)*
4.10     Form of Ninety-Ninth Supplemental Indenture**
4.11     Form of First and Refunding Mortgage Bond, 8% Series 2003B, Due 2007**
4.12     Registration Rights Agreement, dated February 24, 2003**
4.13     Form of Letter of Transmittal
4.14     Form of Letter to Broker-Dealers and Other Nominees
4.15     Form of Letter to Clients from Broker-Dealers
4.16     Form of Instructions from Beneficial Owners
4.17     Form of Notice of Guaranteed Delivery
5        Opinion of Kenneth Stewart, Assistant General Counsel of SCE, as to the legality of the securities being
         registered**
8        Opinion of Munger, Tolles &amp; Olson LLP, counsel to SCE, as to certain tax matters**
10.1     1981 Deferred Compensation Agreement (File No. 1-2313, filed as Exhibit 10.2 to Form 10-K for the year
         ended December 31, 1981)*
10.2     1985 Deferred Compensation Agreement for Executives (File No. 1-2313, filed as Exhibit 10.3 to Form 10-K
         for the year ended December 31, 1985)*
10.3     1985 Deferred Compensation Agreement for Directors (File No. 1-2313, filed as Exhibit 10.4 to Form 10-K
         for the year ended December 31, 1985)*
10.4     Director Deferred Compensation Plan (File No. 1-9936, filed as Exhibit 10.1 to the Edison International
         Form 10-Q for the quarter ended June 30, 2002)*
10.4.1   Director Deferred Compensation Plan Amendment No. 1 (File No. 1-9936, filed as Exhibit 10.4.1 to the
         Edison International Form 10-K for the year ended December 31, 2002)*
10.5     Director Grantor Trust Agreement (File No. 1-9936, filed as Exhibit 10.10 to the Edison International
         Form 10-K for the year ended December 31, 1995)*
10.5.1   Director Grantor Trust Agreement Amendment 2002-1 (File No. 1-9936, filed as Exhibit 10.4 to the Edison
         International Form 10-Q for the quarter ended June 30, 2002)*
10.6     Executive Deferred Compensation Plan (File No. 1-9936, filed as Exhibit 10.2 to the Edison International
         Form 10-Q for the quarter ended March 31, 1998)*
10.6.1   Executive Deferred Compensation Plan Amendment No. 1 (File No. 1-9936, filed as Exhibit 10.6.1 to the
         Edison International Form 10-K for the year ended December 31, 2002)*
10.7     Executive Grantor Trust Agreement (File No. 1-9936, filed as Exhibit 10.12 to the Edison International
         Form 10-K for the year ended December 31, 1995)*
10.7.1   Executive Grantor Trust Agreement Amendment 2002-1 (File No. 1-9936, filed as Exhibit 10.3 to the Edison
         International Form 10-Q for the quarter ended June 30, 2002)*



Page II-6


10.8     Executive Supplemental Benefit Program (File No. 1-9936, filed as Exhibit 10.2 to the Edison
         International Form 10-Q for the quarter ended September 20, 1999)*
10.9     Dispute resolution amendment of 1981 Executive Deferred Compensation Plan, 1985 Executive and Director
         Deferred Compensation Plans and Executive Supplemental Benefit Program (File No. 1-9936, filed as
         Exhibit 10.21 to the Edison International Form 10-K for the year ended December 31, 1998)*
10.10    Executive Retirement Plan (File No. 1-9936, filed as Exhibit 10.1 to the Edison International Form 10-Q
         for the quarter ended September 30, 1999)*
10.10.1  Executive Retirement Plan Amendment 2001-1 (File No. 1-9936, filed as Exhibit 10.1 to the Edison
         International Form 10-Q for the quarter ended March 31, 2001)*
10.10.2  Executive Retirement Plan Amendment 2002-1 (File No. 1-9936, filed as Exhibit 10.10.2 to the Edison
         International Form 10-K for the year ended December 31, 2002)*
10.11    Executive Incentive Compensation Plan (File No. 1-9936, filed as Exhibit 10.12 to the Edison
         International Form 10-K for the year ended December 31, 1997)*
10.12    Executive Disability and Survivor Benefit Program (File No. 1-9936, filed as Exhibit 10.22 to the Edison
         International Form 10-K for the year ended December 31, 1994)*
10.13    Retirement Plan for Directors (File No. 1-9936, filed as Exhibit 10.2 to the Edison International Form
         10-Q for the quarter ended June 30, 1998)*
10.14    Officer Long-Term Incentive Compensation Plan (File No. 1-9936, filed as Exhibit 10.3 to the Edison
         International Form 10-Q for the quarter ended March 31, 1998)*
10.15    Equity Compensation Plan (File No. 1-9936, filed as Exhibit 10.1 to the Edison International Form 10-Q
         for the quarter ended June 30, 1998)*
10.15.1  Equity Compensation Plan Amendment No. 1 (File No. 1-9936, filed as Exhibit 10.3 to the Edison
         International Form 10-Q for the quarter ended June 30, 2000)*
10.16    2000 Equity Plan (File No. 1-9936, filed as Exhibit 10.1 to the Edison International Form 10-Q for the
         quarter ended June 30, 2000)*
10.17    Forms of Agreement for long-term compensation awards under the Officer Long-Term Incentive Compensation
         Plan, the Equity Compensation Plan or the 2000 Equity Plan (File No. 1-9936, for 1992-1995 stock option
         awards filed as Exhibit 10.21.1 to the Edison International Form 10-K for the year ended December 31,
         1995, for 1996 stock option awards filed as Exhibit 10.16.2 to the Edison International Form 10-K for
         the year ended December 31, 1996, for 1997 stock option awards filed as Exhibit 10.16.3 to the Edison
         International Form 10-K for the year ended December 31, 1997, for 1998 stock option awards filed as
         Exhibit 10.4 to the Edison International Form 10-Q for the quarter ended June 30, 1998, for 1999 stock
         option awards filed as Exhibit 10.1 to the Edison International Form 10-Q for the quarter ended
         March 31, 1999, for January 2000 stock option and performance share awards as restated filed as Exhibit
         10.2 to the Edison International Form 10-Q for the quarter ended March 31, 2001, for May 2000 special
         stock option awards filed as Exhibit 10.2 to the Edison International Form 10-Q for the quarter ended
         June 30, 2000, for 2001 basic stock option and performance share awards filed as Exhibit 10.3 to the
         Edison International Form 10-Q for the quarter ended March 31, 2001, for 2001 special stock option
         awards filed as Exhibit 10.4 to the Edison International Form 10-Q for the quarter ended March 31, 2001,
         for 2001 retention incentives filed as Exhibit 10.5 to the Edison International Form 10-Q for the
         quarter ended March 31, 2001, for 2001 exchange offer deferred stock units filed as Attachment C of
         Exhibit (a)(1) to Schedule TO-I dated October 26, 2001, for 2002 stock option and performance share
         awards filed as Exhibit 10.1 to the Edison International Form 10-Q for the quarter ended March 31, 2002,
         and for 2003 stock option and performance share awards filed as Exhibit 10.1 to the Edison International
         Form 10-Q for the quarter ended March 31, 2003)*
10.18    Director Nonqualified Stock Option Terms and Conditions under the Equity Compensation Plan (File No.
         1-9936, filed as Exhibit 10.1 to the Edison International Form 10-Q for the quarter ended June 30, 2002)*
10.19    Estate and Financial Planning Program as amended April 1, 1999 (File No. 1-2313, filed as Exhibit 10.2
         to Form 10-Q for the quarter ended June 30, 1999)*
10.20    Option Gain Deferral Plan as restated September 15, 2000 (File No. 1-9936, filed as Exhibit 10.25 to the
         Edison International Form 10-K for the year ended December 31, 2000)*
10.21    Election Terms for Warren Christopher (File No. 1-9936, filed as Exhibit 10.22 to the Edison
         International Form 10-K for the year ended December 31, 1997)*
10.22    Executive Severance Plan as adopted effective January 1, 2001 (File No. 1-9936, filed as Exhibit 10.34
         to the Edison International Form 10-K for the year ended December 31, 2001)*



Page II-7


10.23    Resolution regarding the computation of disability and survivor benefits prior to age 55 for Alan J.
         Fohrer (File No. 1-9936, filed as Exhibit 10.2 to the Edison International Form 10-Q for the quarter
         ended March 31, 2000)*
10.24    Employment Letter Agreement with Mahvash Yazdi (File No. 1-9936, filed as Exhibit 10.34 to the Edison
         International Form 10-K for the year ended December 31, 2002)*
10.25.   Retention Incentive Award for Harold B. Ray (File No. 1-2313, filed as Exhibit 10.2 to the SCE Form 10-Q
         for the quarter ended March 31, 2003)*
12.      Statement re Computation of Ratios of Earnings to Fixed Charges
13.1     Annual Report to Shareholders for year ended December 31, 2002
13.2     Quarterly Report on Form 10-Q for the quarter ended June 30, 2003
23.1     Consent of Independent Accountants - PricewaterhouseCoopers LLP
23.2     Consent of Kenneth Stewart, (included in Exhibit 5)**
23.3     Consent of Munger, Tolles &amp; Olson LLP (included in Exhibit 8)**
24.1     Power of Attorney**
24.2     Certified copy of Resolution of Board of Directors Authorizing Signature**
25       Form T-1 Statement of Eligibility Under Trust Indenture Act of 1939 of The Bank of New York and D.G.
         Donovan relating to first and refunding mortgage bonds of SCE**

*  Incorporated by reference to the indicated file and document pursuant to Rule 411.

**  Previously filed.



</PRE>
</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.13
<SEQUENCE>3
<FILENAME>s4aexh413.htm
<DESCRIPTION>LETTER OF TRANSMITTAL
<TEXT>
<HTML>
<HEAD>
<TITLE>
Exhibit 4.13 - Letter of Transmittal</TITLE>
</HEAD>
<BODY>
<PRE>
<i><b>THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR  IMMEDIATE  ATTENTION.  If you are in any doubt as to the action to be
taken, you should immediately consult your broker, bank manager,  lawyer,  accountant,  investment advisor or other
professional.</b></i>

     This document relates to an exchange offer (the <b>"Exchange Offer"</b>) made by Southern California Edison Company
(<b>"Southern California Edison"</b>).  The Exchange Offer is described in the Prospectus, dated September [___], 2003
(the <b>"Prospectus"</b>), and in this Letter of Transmittal (this <b>"Letter of Transmittal"</b>).  All terms and conditions
contained or otherwise referred to in the Prospectus are deemed to be incorporated in and form a part of this
Letter of Transmittal.  Therefore, you are urged to read the Prospectus and the items referred to therein
carefully.  The terms and conditions contained in the Prospectus, together with the terms and conditions
governing this Letter of Transmittal and the instructions herein, are collectively referred to below as the
<b>"terms and conditions."</b>

                                               <b>LETTER OF TRANSMITTAL
                                                    Relating to
                                  the Offer by Southern California Edison Company
                     to Exchange First and Refunding Mortgage Bonds 8% Series 2003B, Due 2007
                                               ("Registered Bonds")
                                                        For
                    First and Refunding Mortgage Bonds, 8% Series 2003A, Due 2007 ("Old Bonds")</b>



______________________________________________________________________________________________________________________
         <b>The Exchange  Offer for the Old Bonds will expire at  5:00 p.m.,  New York City time,  on [______],  2003,
unless extended by Southern California Edison (the "Expiration Date").</b>
______________________________________________________________________________________________________________________






<PAGE>



     Each holder of Old Bonds wishing to accept the Exchange Offer, except holders of Old Bonds executing their
tenders through the Automated Tender Offer Program ("ATOP") procedures of The Depository Trust Company ("DTC"),
should complete, sign and submit this Letter of Transmittal to the exchange agent, The Bank of New York, acting
through BNY Midwest Trust Company (the "Exchange Agent"), on or prior to the Expiration Date.

         <i>By Mail or Overnight Courier:                            By Hand:</i>
             The Bank of New York                           The Bank of New York
          Corporate Trust Operations                     Corporate Trust Operations
              Reorganization Unit                           Reorganization Unit
          101 Barclay Street - 7 East                101 Barclay Street - Lobby Window
              New York, NY 10286                             New York, NY 10286
               Attn: Mr. Kin Lau                             Attn: Mr. Kin Lau

                                  <i>By Facsimile (for Eligible Institutions only):</i>
                                                  (212) 298-1915

                                                   <i>Confirmation:</i>
                                                  (212) 815-3750
___________________________________________________________________________________________________________________
    <b>Delivery of this Letter of Transmittal to an address, or transmission of instructions via a facsimile
number, other than as set forth above or in accordance with the instructions herein, will not constitute valid
delivery.  The instructions accompanying this Letter of Transmittal should be read carefully before this Letter
of Transmittal is completed.</b>
___________________________________________________________________________________________________________________

     Questions regarding the Exchange Offer or the completion of this Letter of Transmittal should be directed to
the Exchange Agent, at (212) 815-3750.

     This Letter of Transmittal may be used to accept the Exchange Offer if Old Bonds are to be tendered by
effecting a book-entry transfer into the Exchange Agent's account at DTC and instructions are not being
transmitted through DTC's ATOP procedures.  Unless you intend to tender Old Bonds through ATOP, you should
complete, execute and deliver this Letter of Transmittal, along with the physical certificates for the Old Bonds
specified herein, to indicate the action you desire to take with respect to the Exchange Offer.



Page 2


     Holders of Old Bonds tendering by book-entry transfer to the Exchange Agent's account at DTC may execute the
tender through ATOP, for which the Exchange Offer is eligible.  Financial institutions that are DTC participants
may execute tenders through ATOP by transmitting acceptance of the Exchange Offer to DTC on or prior to the
Expiration Date.  DTC will verify acceptance of the Exchange Offer, execute a book-entry transfer of the tendered
Old Bonds into the account of the Exchange Agent at DTC and send to the Exchange Agent a "book-entry
confirmation," which shall include an agent's message.  An "agent's message" is a message, transmitted by DTC to
and received by the Exchange Agent and forming part of a book-entry confirmation, which states that DTC has
received an express acknowledgement from a DTC participant tendering Old Bonds that the participant has received
and agrees to be bound by the terms of the Letter of Transmittal as an undersigned thereof and that Southern
California Edison may enforce such agreement against the participant.  Delivery of the agent's message by DTC
will satisfy the terms of the Exchange Offer as to execution and delivery of a Letter of Transmittal by the DTC
participant identified in the agent's message.  <b>Accordingly, holders who tender their Old Bonds through DTC's
ATOP procedures shall be bound by, but need not complete, this Letter of Transmittal.</b>

     Subject to the terms and conditions and applicable law, Southern California Edison will issue: for each
$1,000 principal amount of Old Bonds, $1,000 principal amount of Registered Bonds.

     Old Bonds may be exchanged only in minimum denominations of $1,000 and integral multiples of $1,000 in
excess thereof, with a minimum tender requirement of $250,000.  Registered Bonds will be issued only in minimum
denominations of $250,000 and integral multiples of $1,000 in excess thereof.

     Holders that anticipate tendering other than through DTC are urged to promptly contact a bank, broker or
other intermediary (that has the capability to hold cash and securities custodially through DTC) to arrange for
receipt of any Registered Bonds to be delivered pursuant to the Exchange Offer and to obtain the information
necessary to provide the required DTC participant and account information in this Letter of Transmittal.

     Registered Bonds will be issued in exchange for Old Bonds in the Exchange Offer, if consummated, on the
third business day following the Expiration Date or as soon as practicable thereafter (the <b>"Settlement Date"</b>).



Page 3

                                                <b>TENDER OF OLD BONDS</b>

     To effect a valid tender of Old Bonds through the completion, execution and delivery of this Letter of
Transmittal, the undersigned must complete the table below entitled "Description of Old Bonds Tendered" and sign
the Letter of Transmittal where indicated.

     Registered Bonds will be delivered in book-entry form to holders through DTC and only to the DTC account of
the undersigned or the undersigned's custodian, as specified below, on the Settlement Date, or as soon as
practicable thereafter.

     Failure to provide the information necessary to effect delivery of Registered Bonds will render such
holder's tender defective, and Southern California Edison will have the right, which it may waive, to reject such
tender without notice.

___________________________________________________________________________________________________________________
                                        <b>DESCRIPTION OF OLD BONDS TENDERED
                                            (See Instructions 2 and 3)
                                     NOTE: SIGNATURES MUST BE PROVIDED BELOW.

                               PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY</b>
___________________________________________________________________________________________________________________
  Old Bonds Being Tendered      Name of DTC Participant and Participant's Account   Aggregate Principal Amount of
                                  Number in which Old Bonds are held and/or the               Old Bonds*
                               corresponding Registered Bonds are to be delivered.
___________________________________________________________________________________________________________________
First and Refunding Mortgage
Bonds, 8% Series 2003A, Due  ______________________________________________________________________________________
2007                         ______________________________________________________________________________________

(CUSIP:  842400-EP4)
(CUSIP:  U84005AA2)

___________________________________________________________________________________________________________________

    <b>The principal amount of Old Bonds tendered hereby must be in denominations of U.S.$1,000 and integral
       multiples of U.S.$1,000 in excess thereof with a minimum tender requirement of U.S.$250,000.  See
       Instruction 3.</b>
___________________________________________________________________________________________________________________

Page 4

         If the aggregate principal amount of the Old Bonds specified was held as of the date of tender by more
than one beneficial owner, you may specify below the break-down of this aggregate principal amount by beneficial
owner, and, in doing so, hereby instruct the Exchange Agent to treat each such beneficial owner as a separate
holder.  If the space below is inadequate, attach a separate signed schedule using the same format.

___________________________________________________________________________________________________________________

        <b>Beneficial owner name or account number                         Principal amount of Old Bonds</b>
___________________________________________________________________________________________________________________

___________________________________________________________________________________________________________________

___________________________________________________________________________________________________________________

___________________________________________________________________________________________________________________

___________________________________________________________________________________________________________________

                    Total:
___________________________________________________________________________________________________________________

                                             <b>SPECIAL RETURN INSTRUCTIONS

   To be completed ONLY if Old Bonds not accepted for exchange are to be sent to someone other than the person or
                       persons whose signature(s) appear(s) within this Letter of Transmittal.
                                                 (See Instruction 5)</b>

___________________________________________________________________________________________________________________

                                 Name of DTC Participant and Participant's Account                  *
                                    Number to which Old Bonds not accepted for
                                           exchange are to be delivered.
___________________________________________________________________________________________________________________




___________________________________________________________________________________________________________________


Page 5



                                     <b>Note: Signatures must be provided below.
                               Please read the accompanying Instructions carefully.

Ladies and Gentlemen:</b>

     The undersigned hereby tenders to Southern California Edison the aggregate principal amount of Old Bonds
indicated in the table above entitled "Description of Old Bonds Tendered."

     The undersigned understands that validly tendered Old Bonds (or defectively tendered Old Bonds with respect
to which Southern California Edison has, or has caused to be, waived such defect) will be deemed to have been
accepted by Southern California Edison if, as and when Southern California Edison gives oral or written notice
thereof to the Exchange Agent.  The undersigned understands that subject to the terms and conditions, Old Bonds
properly tendered and accepted (and not validly withdrawn) in accordance with the terms and conditions will be
exchanged for Registered Bonds.  The undersigned understands that Old Bonds delivered hereby may be withdrawn at
any time on or prior to the Expiration Date.  The undersigned understands that Old Bonds delivered hereby may not
be withdrawn at any time after the Expiration Date unless the Exchange Offer is extended with changes in the
terms of the Exchange Offer that are, in the reasonable judgment of Southern California Edison, materially
adverse to the tendering holder.  The undersigned understands that, under certain circumstances, Southern
California Edison may not be required to accept any of the Old Bonds tendered (including any Old Bonds tendered
after the Expiration Date).  If any Old Bonds are not accepted for exchange for any reason (or if Old Bonds are
validly withdrawn), such unexchanged (or validly withdrawn) Old Bonds will be returned without expense to the
undersigned's account at DTC or such other account as designated herein pursuant to the book-entry transfer
procedures described in the Prospectus, as promptly as practicable after the expiration or termination of the
Exchange Offer.

     Following the later of the Expiration Date or the date upon which Old Bonds are tendered hereby, and subject
to and effective upon Southern California Edison's acceptance for exchange of the principal amount of the Old
Bonds tendered hereby, upon the terms and conditions, the undersigned hereby:

(1)  irrevocably sells, assigns and transfers to or upon the order of Southern California Edison or its
     nominees, all right, title and interest in and to, and any and all claims in respect of or arising or
     having arisen as a result of the undersigned's status as a holder of, all Old Bonds tendered hereby,
     such that thereafter it shall have no contractual or other rights or claims in law or equity against
     Southern California Edison or any fiduciary, trustee, fiscal agent or other person connected with the
     Old Bonds arising under, from or in connection with such Old Bonds;

(2)  waives any and all rights with respect to the Old Bonds tendered hereby (including, without limitation,
     any existing or past defaults and their consequences in respect of such Old Bonds); and

(3)  releases and discharges Southern California Edison and the Bank of New York, as trustee (the "Trustee")
     from any and all claims the undersigned may have, now or in the future, arising out of or related to the
     Old Bonds tendered hereby, including, without limitation, any and all claims that the undersigned is
     entitled to receive additional principal or interest payments with respect to the Old Bonds tendered
     hereby (other than accrued and unpaid interest on the Old Bonds) or to participate in any redemption or
     defeasance of the Old Bonds tendered hereby.

     The undersigned understands that tenders of Old Bonds pursuant to any of the procedures described in the
Prospectus and in the instructions in this Letter of Transmittal and acceptance of such Old Bonds by Southern
California Edison will, following such acceptance, constitute a binding agreement between the undersigned and
Southern California Edison upon the terms and conditions.

     All authority conferred or agreed to be conferred by this Letter of Transmittal shall not be affected by,
and shall survive, the death or incapacity of the undersigned, and any obligation of the undersigned hereunder
shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal and legal
representatives, successors and assigns of the undersigned.



Page 6


     The undersigned hereby represents, warrants and agrees that:

(1)  it has received and reviewed the Prospectus;

(2)  it is the beneficial owner (as defined below) of, or a duly authorized representative of one or more
     such beneficial owners of, the Old Bonds tendered hereby and it has full power and authority to execute
     this Letter of Transmittal;

(3)  the Old Bonds being tendered hereby were owned as of the date of tender, free and clear of any liens,
     charges, claims, encumbrances, interests and restrictions of any kind, and Southern California Edison
     will acquire good, indefeasible and unencumbered title to such Old Bonds, free and clear of all liens,
     charges, claims, encumbrances, interests and restrictions of any kind, when the same are accepted by
     Southern California Edison;

(4)  it will not sell, pledge, hypothecate or otherwise encumber or transfer any Old Bonds tendered hereby
     from the date of this Letter of Transmittal and agrees that any purported sale, pledge, hypothecation or
     other encumbrance or transfer will be void and of no effect;

(5)  in evaluating the Exchange Offer and in making its decision whether to participate therein by submitting
     this Letter of Transmittal and tendering its Old Bonds, the undersigned has made its own independent
     appraisal of the matters referred to in the Prospectus and in any related communications and is not
     relying on any statement, representation or warranty, express or implied, made to such holder by
     Southern California Edison or the Exchange Agent other than those contained in the Prospectus (as
     amended or supplemented to the Expiration Date);

(6)  the execution and delivery of this Letter of Transmittal shall constitute an undertaking to execute any
     further documents and give any further assurances that may be required in connection with any of the
     foregoing, in each case on and subject to the terms and conditions;

(7)  the submission of this Letter of Transmittal to the Exchange Agent shall, subject to a holder's ability
     to withdraw its tender prior to the Expiration Date, and subject to terms and conditions of the Exchange
     Offer generally, constitute the irrevocable appointment of the Exchange Agent as its attorney and agent,
     and an irrevocable instruction to such attorney and agent to complete and execute all or any form(s) of
     transfer and other document(s) at the discretion of such attorney and agent in relation to the Old Bonds
     tendered hereby in favor of Southern California Edison or such other person or persons as they may
     direct and to deliver such form(s) of transfer and other document(s) in the attorney's and/or agent's
     discretion and the certificate(s) and other document(s) of title relating to such Old Bonds'
     registration and to execute all such other documents and to do all such other acts and things as may be
     in the opinion of such attorney or agent necessary or expedient for the purpose of, or in connection
     with, the acceptance of the Exchange Offer, and to vest in Southern California Edison or its nominees
     such Old Bonds; and

(8)  the terms and conditions shall be deemed to be incorporated in, and form a part of, this Letter of
     Transmittal, and the terms and conditions shall be read and construed accordingly.

     The representations and warranties and agreements of a holder tendering Old Bonds shall be deemed to be
repeated and reconfirmed on and as of the Expiration Date and the Settlement Date.  For purposes of this Letter
of Transmittal, the "beneficial owner" of any Old Bonds shall mean any holder that exercises sole investment
discretion with respect to such Old Bonds.

     The undersigned understands that tenders may not be withdrawn at any time after the Expiration Date except
as set forth in the Prospectus, unless the Exchange Offer is extended with changes to the terms and conditions
that are, in the reasonable judgement of Southern California Edison, materially adverse to the undersigned, in
which case tenders may be withdrawn under the conditions described in the extension.

     If the Exchange Offer is amended in a manner determined by Southern California Edison to be materially
adverse to tendering holders, Southern California Edison will extend the Exchange Offer for a period of two to
ten business days, depending on the significance of the amendment and the manner of disclosure to such holders,
if the


Page 7


Exchange Offer would otherwise have expired during such two- to ten-business day period.  Any change in
the consideration offered to holders of Old Bonds in the Exchange Offer shall be paid to all holders of Old Bonds
whose securities have previously been tendered and not withdrawn pursuant to the Exchange Offer.

     If the "Special Return Instructions" box (found above) is completed, please credit the indicated DTC account
for any book-entry transfers of Old Bonds not accepted for exchange.

     The undersigned recognizes that Southern California Edison has no obligation under the "Special Return
Instructions" provision of this Letter of Transmittal to effect the transfer of any Old Bonds from the holder(s)
of such Old Bonds if Southern California Edison does not accept for exchange any of the principal amount of the
Old Bonds tendered pursuant to this Letter of Transmittal.



Page 8

                                                     <b>SIGN HERE</b>



     By completing, executing and delivering this Letter of Transmittal, the undersigned hereby tenders to
Southern California Edison the principal amount of the Old Bonds listed in the table set forth above labeled
"Description of Old Bonds Tendered."



_________________________________________________________                       _________________________
Signature of Registered Holder(s) or Authorized Signatory                                  Date
             (see guarantee requirement below)


_________________________________________________________                       _________________________
Signature of Registered Holder(s) or Authorized Signatory                                  Date
             (see guarantee requirement below)


________________________________________________________                        _________________________
Signature of Registered Holder(s) or Authorized Signatory                                  Date
             (see guarantee requirement below)

Area Code and Telephone Number:  ________________________________________________________________________


     If a holder of Old Bonds is tendering any Old Bonds, this Letter of Transmittal must be signed by the
Registered Holder(s) exactly as the name(s) appear(s) on a securities position listing of DTC or by any person(s)
authorized to become the Registered Holder(s) by endorsements and documents transmitted herewith.  If the
signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person, acting
in a fiduciary or representative capacity, please set forth at the line entitled "Capacity (full title)" and
submit evidence satisfactory to the Exchange Agent and Southern California Edison of such person's authority to
so act.  See Instruction 4.

Name(s): _______________________________________________________________________________________________

________________________________________________________________________________________________________
                                             (Please Type or Print)

Capacity (full title): _________________________________________________________________________________


Address: _______________________________________________________________________________________________

                                              (Including Zip Code)

                                           <b>MEDALLION SIGNATURE GUARANTEE</b>
                                          (If required--See Instruction 4)

Signature(s) Guaranteed by
an Eligible Institution:  ______________________________________________________________________________
                                              (Authorized Signature)

________________________________________________________________________________________________________
                                                      (Title)

________________________________________________________________________________________________________
                                                  (Name of Firm)

________________________________________________________________________________________________________
                                                     (Address)

Dated: ____________________, 2003




Page 9



                                    <b>INSTRUCTIONS FORMING PART OF THE TERMS AND
                                         CONDITIONS OF THE EXCHANGE OFFER</b>

     <b>1.  Delivery of Letter of Transmittal.</b>  This Letter of Transmittal is to be completed by tendering holders
of Old Bonds if tender of such Old Bonds is to be made by book-entry transfer to the Exchange Agent's account at
DTC and instructions are not being transmitted through ATOP.  <b>Holders who tender their Old Bonds through DTC's
ATOP procedures shall be bound by, but need not complete, this Letter of Transmittal; thus, a Letter of
Transmittal need not accompany tenders effected through ATOP.</b>

     A confirmation of a book-entry transfer into the Exchange Agent's account at DTC of all Old Bonds delivered
electronically, as well as a properly completed and duly executed Letter of Transmittal (or a manually signed
facsimile thereof) or properly transmitted agent's message, and any other documents required by this Letter of
Transmittal, must be received by the Exchange Agent at its address set forth herein on or prior to the Expiration
Date.

     Any financial institution that is a participant in DTC may electronically transmit its acceptance of the
Exchange Offer by causing DTC to transfer Old Bonds to the Exchange Agent in accordance with DTC's ATOP
procedures for such transfer on or prior to the Expiration Date.  The Exchange Agent will make available its
general participant account at DTC for the Old Bonds for purposes of the Exchange Offer.

     <b>Delivery of a Letter of Transmittal to DTC will not constitute valid delivery to the Exchange Agent.</b>  No
Letter of Transmittal should be sent to Southern California Edison or DTC.

     The method of delivery of this Letter of Transmittal and all other required documents, including delivery
through DTC and any acceptance or agent's message delivered through ATOP, is at the option and risk of the
tendering holder.  If delivery is by mail, registered mail, with return receipt requested and properly insured,
is recommended.  Instead of delivery by mail, it is recommended that the holder use an overnight or hand-delivery
service.  In all cases, sufficient time should be allowed to ensure timely delivery.

     Neither Southern California Edison nor the Exchange Agent is under any obligation to notify any tendering
holder of Old Bonds of Southern California Edison's acceptance of tendered Old Bonds prior to the Expiration Date.

     <b>2.  Delivery of the Registered Bonds.</b>  Registered Bonds to be issued according to the terms of the Exchange
Offer, if consummated, will be delivered in book-entry form to holders of Old Bonds tendered in the Exchange
Offer.  In order to permit such delivery, the appropriate DTC participant name and number (along with any other
required account information) must be provided in the table entitled "Description of the Old Bonds" on page 4.
Failure to do so will render a tender of the Old Bonds defective, and Southern California Edison will have the
right, which it may waive, to reject such delivery. Holders that anticipate participating in the Exchange Offer
other than through DTC are urged to promptly contact a bank, broker or other intermediary (that has the
capability to hold securities custodially through DTC) to arrange for receipt of any Registered Bonds delivered
pursuant to the Exchange Offer and to obtain the information necessary to complete the table.

     <b>3.  Amount of Tenders.</b>  Tenders of Old Bonds will be accepted only in denominations of U.S. $1,000 and
integral multiples of U.S.$1,000 in excess thereof with a minimum tender requirement of U.S. $250,000.
Book-entry transfers to the Exchange Agent should be made in the exact principal amount of Old Bonds tendered.

     <b>4.  Signatures on Letter of Transmittal; Instruments of Transfer; Guarantee of Signatures.</b>  For purposes of
this Letter of Transmittal, the term <b>"Registered Holder"</b> means an owner of record as well as any DTC participant
that has Old Bonds credited to its DTC account.  Except as otherwise provided below, all signatures on this
Letter of Transmittal must be guaranteed by a recognized participant in the Securities Transfer Agents Medallion
Program, the NYSE Medallion Signature Program or the Stock Exchange Medallion Program (each, a <b>"Medallion
Signature Co-Obligor"</b>).  Signatures on the Letter of Transmittal need not be guaranteed if:



Page 10



o    the Letter of Transmittal is signed by a participant in DTC whose name appears on a security position
     listing as the owner of the Old Bonds and the holder(s) has not completed the box entitled "Special
     Return Instructions" on the Letter of Transmittal; or

o    the Old Bonds are tendered for the account of an "eligible institution."

     An "eligible institution" is one of the following firms or other entities identified in Rule l7Ad-15 under
the Securities Exchange Act of 1934 (as the terms are used in Rule 17Ad-15):

         (a)  a bank;

         (b)  a broker, dealer, municipal securities dealer, municipal securities broker, government securities
     dealer or government securities broker;

         (c)  a credit union;

         (d)  a national securities exchange, registered securities association or clearing agency; or

         (e)  a savings institution that is a participant in a Securities Transfer Association recognized program.

     If any of the Old Bonds tendered are held by two or more Registered Holders, all of the Registered Holders
must sign the Letter of Transmittal.

     Southern California Edison will not accept any alternative, conditional, irregular or contingent tenders.
By executing the Letter of Transmittal (or facsimile thereof) or directing DTC to transmit an agent's message,
you waive any right to receive any notice of the acceptance of your Old Bonds for exchange.

     If this Letter of Transmittal or instruments of transfer are signed by trustees, executors, administrators,
guardians or attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing and, unless waived by Southern California Edison, evidence
satisfactory to Southern California Edison of their authority to so act must be submitted with this Letter of
Transmittal.

     Beneficial owners whose tendered Old Bonds are registered in the name of a broker, dealer, commercial bank,
trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee
if they desire to tender such Old Bonds.

     <b>5.  Special Return Instructions.</b>  All Old Bonds tendered hereby and not accepted for exchange will be
returned to the undersigned according to the information provided in the table entitled "Description of the Old
Bonds Tendered" or, if completed, according to the "Special Return Instructions" box in this Letter of
Transmittal.

     <b>6.  Transfer Taxes.</b>  Except as set forth in this Instruction 6, Southern California Edison will pay or cause
to be paid any transfer taxes with respect to the transfer and sale of Old Bonds to it, or to its order, pursuant
to the Exchange Offer.  If payment is to be made to, or if Old Bonds not tendered or purchased are to be
registered in the name of any persons other than the Registered Holder, or if tendered Old Bonds are registered
in the name of any persons other than the persons signing this Letter of Transmittal, the amount of any transfer
taxes (whether imposed on the Registered Holder or such other person) payable on account of the transfer to such
other person will be deducted from the payment unless satisfactory evidence of the payment of such taxes or
exemption therefrom is submitted.

     <b>7.  Validity of Tenders.</b>  All questions concerning the validity, form, eligibility (including time of
receipt), acceptance and withdrawal of tendered Old Bonds will be determined by Southern California Edison in its
sole discretion, which determination will be final and binding.  Southern California Edison reserves the absolute
right to reject any and all tenders of Old Bonds not in proper form or any Old Bonds the acceptance for exchange
of which may, in the opinion of its counsel, be unlawful.  Southern California Edison also reserves the absolute
right to waive any defect or irregularity in tenders of Old Bonds, whether or not similar defects or
irregularities are waived in the


Page 11


case of other tendered securities.  The interpretation of the terms and conditions by Southern California Edison
shall be final and binding on all parties.  Unless waived, any defects or irregularities in connection with tenders
of Old Bonds must be cured within such time as Southern California Edison shall determine.  None of Southern
California Edison, the Exchange Agent or any other person will be under any duty to give notification of defects
or irregularities with respect to tenders of Old Bonds, nor shall any of them incur any liability for failure
to give such notification.

     Tenders of Old Bonds will not be deemed to have been made until such defects or irregularities have been
cured or waived.  Any Old Bonds received by the Exchange Agent that are not validly tendered and as to which the
defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the holders of
Old Bonds, unless otherwise provided in this Letter of Transmittal, as soon as practicable following the
Expiration Date or the withdrawal or termination of the Exchange Offer.

     <b>8.  Waiver of Conditions.</b>  Southern California Edison reserves the absolute right to amend or waive any of
the conditions in the Exchange Offer concerning any Old Bonds at any time.

     <b>9.  Withdrawal.</b>  Tenders may be withdrawn only pursuant to the procedures and subject to the terms set forth
in the Prospectus under the caption "The Exchange Offer--Withdrawal of Tenders."

     <b>10. Requests for Assistance or Additional Copies.</b>  Questions and requests for assistance and requests for
additional copies of the Prospectus and this Letter of Transmittal may be directed to the Exchange Agent at the
address and telephone number indicated herein.

     <b>11. Tax Identification Number.</b>  Federal income tax law requires that a U.S. Holder (defined below) whose Old
Bonds are accepted for exchange must provide the Exchange Agent with his, her or its correct Taxpayer
Identification Number ("TIN"), which, in the case of an exchanging U.S. Holder who is an individual, is his or
her social security number.  If the Exchange Agent is not provided with the correct TIN or an adequate basis for
exemption, such holder may be subject to a $50 penalty imposed by the Internal Revenue Service (the "IRS"), and
payments made with respect to the Registered Bonds or the Exchange Offer may be subject to backup withholding at
a rate of 30% (subject to periodic reductions through 2010, at which time the rate is currently scheduled to be
increased to 31%).  If withholding results in an overpayment of taxes, a refund may be obtained.

     To prevent backup withholding, each exchanging U.S. Holder must provide his, her or its correct TIN by
completing the copy of the IRS Form W-9 attached to this Letter of Transmittal, certifying that the TIN provided
is correct (or that such U.S. Holder is awaiting a TIN) and that the U.S. Holder is exempt from backup
withholding because (i) the holder has been notified by the IRS that he, she or it is subject to backup
withholding as a result of a failure to report all interests or dividends, or (ii) the IRS has notified the U.S.
Holder that he, she or it is no longer subject to backup withholding.  If the Old Bonds are in more than one name
or are not in the name of the actual owner, consult the Form W-9 Instructions for information on which TIN to
report.  If you do not provide your TIN to the Exchange Agent within 60 days, backup withholding may begin and
continue until you furnish your TIN.

     Exempt holders (including, among others, all corporations and certain foreign individuals) are not subject
to these withholding and reporting requirements.  See the enclosed copy of the IRS Form W-9.  In order to satisfy
Southern California Edison that a foreign individual qualifies as an exempt recipient, such holder must submit a
properly completed IRS Form W-8BEN (or other applicable form) certifying, under penalty of perjury, to such
holder's foreign status in order establish an exemption from backup withholding.  A copy of the Form W-8BEN is
attached to this Letter of Transmittal.  Other applicable forms may be obtained from the Exchange Agent.

     For the purposes of these instructions, a "U.S. Holder" is (i) a citizen or resident of the United States,
(ii) a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or
organized in or under the laws of the United States or of any political subdivision thereof, or (iii) an estate
or trust the income of which is subject to United States federal income taxation regardless of its source.



Page 12


     12.  The exchange of Old Bonds for Registered Bonds will not be a taxable event for U.S. federal income tax
purposes.  See "Material United States Federal Income Tax Consequences" in the Prospectus.



Page 13




       In order to tender, a holder of Old Bonds should send or deliver a properly completed and signed Letter of
    Transmittal and any other required documents to the Exchange Agent at its address set forth below or tender
                                 pursuant to DTC's Automated Tender Offer Program.

                                   The Exchange Agent for the Exchange Offer is:


                                               <b>The Bank of New York</b>

         <i>By Mail or Overnight Courier:                                  By Hand:</i>
             The Bank of New York                                 The Bank of New York
          Corporate Trust Operations                           Corporate Trust Operations
              Reorganization Unit                                  Reorganization Unit
          101 Barclay Street - 7 East                       101 Barclay Street - Lobby Window
              New York, NY 10286                                   New York, NY 10286
               Attn: Mr. Kin Lau                                    Attn: Mr. Kin Lau

                                  <i>By Facsimile (for Eligible Institutions only):</i>
                                                  (212) 298-1915

                                                   <i>Confirmation:</i>
                                                  (212) 815-3750

     Any questions or requests for assistance or for additional copies of the Prospectus, this Letter of
Transmittal, or related documents may be directed to the Exchange Agent at (212) 815-3750.  A holder of Old Bonds
may also contact such holder's custodian bank, depositary, broker, trust company or other nominee for assistance
concerning the Exchange Offer.


</PRE>
</BODY>
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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.14
<SEQUENCE>4
<FILENAME>s4aexh414.htm
<DESCRIPTION>LETTER TO BROKERS
<TEXT>
<HTML>
<HEAD>
<TITLE>
Exhibit 4.14 - Letter to Brokers</TITLE>
</HEAD>
<BODY>
<PRE>
                                        <b>SOUTHERN CALIFORNIA EDISON COMPANY


                                                 OFFER TO EXCHANGE
                                                        Its
                           First and Refunding Mortgage Bonds, 8% Series 2003B, Due 2007
                            Which Have Been Registered Under the Securities Act of 1933
                                        for Any and All of Its Outstanding
                           First and Refunding Mortgage Bonds, 8% Series 2003A, Due 2007</b>

                                                                                               September [__], 2003


To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:

         We are enclosing herewith an offer by Southern California Edison Company, a California corporation (the
"Company"), to exchange the Company's new First and Refunding Mortgage Bonds, 8% Series 2003B, Due 2007 (the
"Exchange Bonds") which have been registered under the Securities Act of 1933, as amended (the "Securities Act"),
for any and all of the Company's outstanding First and Refunding Mortgage Bonds, 8% Series 2003A, Due 2007 (the
"Original Bonds"), upon the terms and subject to the conditions set forth in the accompanying Prospectus, dated
September [__], 2003 (as the same amended and supplemented from time to time, the "Prospectus"), and related
Letter of Transmittal (which together with the Prospectus constitutes the "Exchange Offer").

         The Exchange Offer provides a procedure for holders to tender the Original Bonds by means of guaranteed
delivery.

         The Exchange Offer will expire at 5:00 p.m., New York City time, on [___], 2003, unless extended (the
"Expiration Date").  Tendered Original Bonds may be withdrawn at any time prior to 5:00 pm., New York City time,
on the Expiration Date, if such Original Bonds have not previously been accepted for exchange pursuant to the
Exchange Offer.

         Based on an interpretation by the staff of the Division of Corporation Finance of the Securities and
Exchange Commission (the "SEC") as set forth in certain interpretive letters addressed to third parties in other
transactions, Exchange Bonds issued pursuant to the Exchange Offer in exchange for Original Bonds may be offered
for resale, resold and otherwise transferred by a holder thereof (other than a holder that is an "affiliate" of
the Company within the meaning of Rule 405 under the Securities Act or a "broker" or "dealer" registered under
the Securities Exchange Act of 1934, as amended (the "Exchange Act")), without compliance with the registration
and prospectus delivery provisions of the Securities Act, provided that such Exchange Bonds are acquired in the
ordinary course of such holder's business and such holder is not engaging, does not intend to engage, and has no
arrangement or understanding with any person to participate, in the distribution of such Exchange Bonds.  See
"Shearman &amp; Sterling," SEC No-Action Letter (available July 2, 1993), "Morgan Stanley &amp; Co., Inc.," SEC No-Action
Letter (available June 5, 1991), and "Exxon Capital Holding Corporation," SEC No-Action Letter (available May 13,
1988).  Accordingly, each broker-dealer that receives Exchange Bonds for its own account pursuant to the Exchange
Offer must acknowledge that it will deliver a Prospectus in connection with any resale of those Exchange Bonds.

         The Exchange Offer is not conditioned on any minimum aggregate principal amount of Original Bonds being
tendered, except that Original Bonds may be tendered by each holder only in an aggregate principal amount of
$250,000 and integral multiples of $1,000 in excess thereof.

         Notwithstanding any other provisions of the Exchange Offer, or any extension of the Exchange Offer, the
Company will not be required to accept for exchange, or to exchange any Exchange Bonds for any Original Bonds and
may terminate the Exchange Offer (whether or not any Original Bonds have been accepted for exchange) or may waive
any conditions to or amend the Exchange Offer, if any of the conditions described in the



Page 1



Prospectus under "The Exchange Offer--Conditions to the Exchange Offer" have occurred or exist or have
not been satisfied.

         For your information and for forwarding to your clients for whom you hold Original Bonds registered in
your name or in the name of your nominee, we are enclosing the following documents:

     1.  A Prospectus, dated September [___], 2003.

     2.  A Letter of Transmittal for your use and for the information of your clients.

     3.  A printed form of letter which may be sent to your clients for whose accounts you hold Original Bonds
         registered in your name or in the name of your nominee, with space provided for obtaining such clients'
         instructions with regard to the Exchange Offer.

     4.  Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 of the Internal
         Revenue Service (included in the Letter of Transmittal after the instructions thereto).

                  WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.

Any inquiries you may have with respect to the Exchange Offer may be addressed to, and additional copies of the
enclosed materials may be obtained from, the Exchange Agent at the following telephone number: (212) 815-3750.

                                                              Very truly yours,


                                                              Southern California Edison Company


         NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU AS THE AGENT OF THE COMPANY,
THE EXCHANGE AGENT OR ANY OTHER PERSON, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY
STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED
HEREWITH AND THE STATEMENTS CONTAINED THEREIN.





</PRE>
</BODY>
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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.15
<SEQUENCE>5
<FILENAME>s4aexh415.htm
<DESCRIPTION>LETTER TO CLIENTS
<TEXT>
<HTML>
<HEAD>
<TITLE>
Exhibit 4.15 - Letter to Clients</TITLE>
</HEAD>
<BODY>
<PRE>
                                       <b>SOUTHERN CALIFORNIA EDISON COMPANY

                                                 OFFER TO EXCHANGE
                                                        Its
                           First and Refunding Mortgage Bonds, 8% Series 2003B, Due 2007
                            Which Have Been Registered Under the Securities Act of 1933
                                        for Any and All of Its Outstanding
                           First and Refunding Mortgage Bonds, 8% Series 2003A, Due 2007</b>

                                                                                               September [__], 2003

To Our Clients:

                  Enclosed for your consideration are the Prospectus, dated September [__], 2003 (as the same may
be amended and supplemented from time to time, the "Prospectus"), and the related Letter of Transmittal (which
together with the Prospectus constitute the "Exchange Offer"), in connection with the offer by Southern
California Edison Company, a California corporation (the "Company"), to exchange the Company's new First and
Refunding Mortgage Bonds, 8% Series 2003B, Due 2007 (the "Exchange Bonds") which have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), for any and all of the Company's outstanding First and
Refunding Mortgage Bonds, 8% Series 2003A, Due 2007 (the "Original Bonds"), upon the terms and subject to the
conditions set forth in the Exchange Offer.  The Exchange Offer will expire at 5:00 p.m. New York City time, on
[____], 2003, unless extended (the "Expiration Date").

                  We are holding Original Bonds for your account.  An exchange of the Original Bonds can be made
only by us and pursuant to your instructions.  The Letter of Transmittal is furnished to you for your information
only and cannot be used by you to exchange the Original Bonds held by us for your account.  The Exchange Offer
provides a procedure for holders to tender by means of guaranteed delivery.

                  We request information as to whether you wish us to exchange any or all of the Original Bonds
held by us for your account upon the terms and subject to the conditions of the Exchange Offer.

                  Your attention is directed to the following;

     1.  The forms and terms of the Exchange Bonds are the same in all material respects as the forms and terms
         of the Original Bonds (which they replace), except that the Exchange Bonds have been registered under
         the Securities Act.  The Exchange Bonds will bear interest from the most recent interest payment date to
         which interest has been paid on the Original Bonds or, if no interest has been paid, from February 24,
         2003.

     2.  Based on an interpretation by the staff of the Division of Corporation Finance of the Securities and
         Exchange Commission (the "SEC"), as set forth in certain interpretive letters addressed to third parties
         in other transactions, Exchange Bonds issued pursuant to the Exchange Offer in exchange for Original
         Bonds may be offered for resale, resold and otherwise transferred by a holder thereof (other than a
         holder which is an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act or
         a "broker" or "dealer registered under the Securities Exchange Act of 1934, as amended (the "Exchange
         Act")) without compliance with the registration and prospectus delivery provisions of the Securities Act,
         provided that such Exchange Bonds are acquired in the ordinary course of such holder's business and such
         holder is not engaging, does not intend to engage, and has no arrangement or understanding with any
         person to participate, in the distribution of such Exchange Bonds.  See "Shearman &amp; Sterling," SEC
         No-Action Letter (available July 2. 1993), "Morgan Stanley &amp; Co., Inc.," SEC No-Action Letter (available
         June 5, 1991) and "Exxon Capital Holdings Corporation," SEC No-Action Letter (available May 13. 1988).
         Accordingly, each broker-dealer that receives Exchange Bonds for its own account pursuant to the
         Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of those
         Exchange Bonds.

Page 1



     3.  The Exchange Offer is not conditioned on any minimum aggregate principal amount of Original Bonds being
         tendered, except that Original Bonds may be tendered by each holder only in an aggregate principal
         amount of $250,000 and integral multiples of $1,000 in excess thereof.

     4.  Notwithstanding any other provisions of the Exchange Offer, or any extension of the Exchange Offer, the
         Company will not be required to accept for exchange, or to exchange any Exchange Bonds for, any Original
         Bonds and may terminate the Exchange Offer (whether or not any Original Bonds have been accepted for
         exchange) or may waive any conditions to or amend the Exchange Offer, if any of the conditions described
         in the Prospectus under "The Exchange Offer--Conditions to the Exchange Offer" have occurred or exist or
         have not been satisfied.

     5.  Tendered Original Bonds may be withdrawn at any time prior to 5:00 p.m., New York City time, on the
         Expiration Date, if such Original Bonds have not previously been accepted for exchange pursuant to the
         Exchange Offer.

     6.  Any transfer taxes applicable to the exchange of Original Bonds pursuant to the Exchange Offer will be
         paid by the Company, except as otherwise provided in Instruction 6 of the Letter of Transmittal.

                  If you wish to have us tender any or all of your Original Bonds, please so instruct us by
completing, detaching and returning to us the instruction form attached hereto.  If you authorize a tender of
your Original Bonds, the entire principal amount of Original Bonds held for your account will be tendered unless
otherwise specified on the instruction form.  Your instructions should be forwarded to us in ample time to permit
us to submit a tender on your behalf by the Expiration Date.

                  The Exchange Offer is not being made to, nor will tenders be accepted from or on behalf of,
holders of the Original Bonds in any jurisdiction in which the making of the Exchange Offer or acceptance thereof
would not he in compliance with the laws of such jurisdiction or would otherwise not he in compliance with any
provision of any applicable securities law.


</PRE>
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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.16
<SEQUENCE>6
<FILENAME>s4aexh416.htm
<DESCRIPTION>INSTRUCTIONS FROM BENEFICIAL OWNERS
<TEXT>
<HTML>
<HEAD>
<TITLE>
Exhibit 4.16 - Instructions from Beneficial Owners</TITLE>
</HEAD>
<BODY>
<PRE>
                                         <b>SOUTHERN CALIFORNIA EDISON COMPANY

                                                 OFFER TO EXCHANGE
                                                        Its
                           First and Refunding Mortgage Bonds, 8% Series 2003B, Due 2007
                             Which Have Been Registered Under the Securities Act of 1933
                                         for Any and All of Its Outstanding
                           First and Refunding Mortgage Bonds, 8% Series 2003A, Due 2007</b>



Instructions from Beneficial Owner

     The undersigned acknowledge(s) receipt of your letter and the enclosed Prospectus and the related Letter of
Transmittal in connection with the offer by the Company to exchange Exchange Bonds for Original Bonds.

     This will instruct you to tender the principal amount of Original Bonds indicated below held by you for the
account of the undersigned, upon the terms and subject to the conditions set forth in the Prospectus and the
related Letter of Transmittal.

     The undersigned represents that (i) the Exchange Bonds acquired pursuant to the Exchange Offer are being
obtained in the ordinary course of the undersigned's business, (ii) the undersigned is not engaging, does not
intend to engage, and has no arrangement or understanding with any person to participate in the distribution of
such Exchange Notes, (iii) the undersigned is not an "affiliate," as defined under Rule 405 of the Securities Act,
of the Company and (iv) the undersigned is not acting on behalf of any person or entity that could not truthfully
make these statements.  If the undersigned is a broker-dealer, it acknowledges that it will deliver a copy of the
Prospectus in connection with any resale of the Exchange Notes.


                                                                                    Sign Here


                                                                      _________________________________________
                                                                                  Signatures(s)


Page 1



Securities which are to be tendered:

Tender all of the Original Bonds

     Aggregate Principal Amount*

     /_/ Original Bonds ____________



____________________________________________________
              Name(s) (Please Print)


____________________________________________________
                     Address


____________________________________________________
                     Zip Code


____________________________________________________
           Area Code and Telephone No.


Dated:__________________, 2003



____________________

*  Unless otherwise indicated, it will be assumed that all of the Original Bonds listed are to be tendered.


</PRE>
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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.17
<SEQUENCE>7
<FILENAME>s4aexh417.htm
<DESCRIPTION>NOTICE OF GUARANTEED DELIVERY
<TEXT>
<HTML>
<HEAD>
<TITLE>
S4A Exhibit 4.17 - Notice of Guaranteed Delivery</TITLE>
</HEAD>
<BODY>
<PRE>
                                           <b>NOTICE OF GUARANTEED DELIVERY
                                                   for Tender of
                           First and Refunding Mortgage Bonds, 8% Series 2003A, Due 2007
                                       of Southern California Edison Company</b>


     As set forth in the Exchange Offer (as defined below), this Notice of Guaranteed Delivery (or a facsimile
hereof) or one substantially equivalent hereto or the electronic form used by The Depository Trust Company ("DTC")
for this purpose must be used to accept the Exchange Offer if certificates for First and Refunding Mortgage Bonds,
8% Series 2003A, Due 2007 (the "Original Bonds") of Southern California Edison Company, a California corporation
(the "Company"), are not immediately available to the registered holder of such Original Bonds, or if a
participant in DTC is unable to complete the procedures for book-entry transfer on a timely basis of Original
Bonds to the account maintained by The Bank of New York (the "Exchange Agent") at DTC, prior to 5:00 p.m., New
York City time, on [____], 2003, unless extended (the "Expiration Date").  This Notice of Guaranteed Delivery (or
a facsimile hereof) or one substantially equivalent hereto may be delivered by mail (registered or certified mail
is recommended), by facsimile transmission, by hand or overnight carrier to the Exchange Agent.  See "The Exchange
Offer--Procedures for Tendering Outstanding Bonds" in the Prospectus (as defined below).  Capitalized terms used
herein and not defined herein have the meanings assigned to them in the Exchange Offer.

                                   The Exchange Agent for the Exchange Offer is:

                                                The Bank of New York

         <i>By Mail or Overnight Courier:                                       By Hand:</i>
             <b>The Bank of New York                                      The Bank of New York</b>
          Corporate Trust Operations                                Corporate Trust Operations
              Reorganization Unit                                      Reorganization Unit
          101 Barclay Street - 7 East                           101 Barclay Street - Lobby Window
              New York, NY 10286                                        New York, NY 10286
               Attn: Mr. Kin Lau                                        Attn: Mr. Kin Lau

                                   <i>By Facsimile (for Eligible Institutions only):</i>
                                                   (212) 298-1915

                                                   <i>Confirmation:</i>
                                                   (212) 815-3750

     Delivery of this Notice of Guaranteed Delivery to an address other than as set forth above or transmission of
this Notice of Guaranteed Delivery via a facsimile number other than the number listed above will not constitute a
valid delivery.

     This Notice of Guaranteed Delivery is not to be used to guarantee signatures.  If a signature on a Letter of
Transmittal is required to be guaranteed by an Eligible Institution (as defined therein) under the instructions
thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter
of Transmittal.



Page 1


Ladies and Gentlemen:

     The undersigned hereby tenders to Southern California Edison Company, a California corporation (the
"Company"), the aggregate principal amount of Original Bonds indicated below pursuant to the guaranteed delivery
procedures and upon the terms and subject to the conditions set forth in the Prospectus dated September [__], 2003
(as the same may be amended or supplemented from time to time, the "Prospectus") and in the related Letter of
Transmittal (which together with the Prospectus constitute the "Exchange Offer"), receipt of which is hereby
acknowledged.

     The undersigned hereby represents, warrants and agrees that the undersigned has full power and authority to
tender, exchange, sell, assign, and transfer the tendered Original Bonds and that the Company will acquire good,
marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances
when the tendered Original Bonds are acquired by the Company as contemplated herein, and the tendered Original
Bonds are not subject to any adverse claims or proxies.  The undersigned warrants and agrees that the undersigned
and each Beneficial Owner will, upon request, execute and deliver any additional documents deemed by the Company
or the Exchange Agent to be necessary or desirable to complete the tender, exchange, sale, assignment and transfer
of the tendered Original Bonds, and that the undersigned will comply with its obligations under the Registration
Rights Agreement.  The undersigned has read and agrees to all of the terms of the Exchange Offer.

     BY TENDERING ORIGINAL BONDS AND EXECUTING THIS NOTICE OF GUARANTEED DELIVERY, THE UNDERSIGNED HEREBY
REPRESENTS AND WARRANTS THAT (i) NEITHER THE UNDERSIGNED NOR ANY BENEFICIAL OWNER(S) IS AN "AFFILIATE" OF THE
COMPANY as defined in Rule 405 under of the Securities Act, (ii) ANY EXCHANGE BONDS TO BE RECEIVED BY THE
UNDERSIGNED AND ANY BENEFICIAL OWNER(S) ARE BEING ACQUIRED BY THE UNDERSIGNED AND ANY BENEFICIAL OWNER(S) IN THE
ORDINARY COURSE OF BUSINESS OF THE UNDERSIGNED AND ANY BENEFICIAL OWNER(S), (iii) THE UNDERSIGNED AND EACH
BENEFICIAL OWNER HAVE NO ARRANGEMENT OR UNDERSTANDING WITH ANY PERSON TO PARTICIPATE IN A DISTRIBUTION (WITHIN THE
MEANING OF THE SECURITIES ACT) OF EXCHANGE BONDS TO BE RECEIVED IN THE EXCHANGE OFFER, (iv) THE UNDERSIGNED OR ANY
SUCH BENEFICIAL OWNER IS NOT ENGAGED IN, AND DOES NOT INTEND TO ENGAGE IN, A DISTRIBUTION (WITHIN THE MEANING OF
THE SECURITIES ACT) OF SUCH EXCHANGE BONDS AND (V) THE UNDERSIGNED IS NOT ACTING ON BEHALF OF ANY PERSON OR ENTITY
THAT COULD NOT TRUTHFULLY MAKE THESE STATEMENTS.  IF THE UNDERSIGNED IS A BROKER-DEALER, IT ACKNOWLEDGES THAT IT
WILL DELIVER A COPY OF THE PROSPECTUS IN CONNECTION WITH ANY RESALE OF THE EXCHANGE BONDS.

     All questions as to the form of documents, validity, eligibility (including time of receipt) and acceptance
for exchange of tendered Original Bonds will be determined by the Company, in its sole discretion, whose
determination shall be final and binding on all parties.  The Company reserves the absolute right, in its sole and
absolute discretion, to reject any and all tenders determined by the Company not to be in proper form or the
acceptance of which, or exchange for, may, in the view of the Company or its counsel, be unlawful.

     All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the
undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, executors,
administrators, personal representatives, trustees in bankruptcy, legal representatives, successors and assigns of
the undersigned.



Page 2




Name(s) of Registered Holder(s):  _______________________________________________________________________________


_________________________________________________________________________________________________________________
                                                    Please Print

Address(es):  ___________________________________________________________________________________________________

              ___________________________________________________________________________________________________

Area Code and Tel. No(s):  ______________________________________________________________________________________


                                                              x__________________________________________________



                                                              x__________________________________________________
                                                                Signature(s) of Owner(s) or Authorized Signatory


     Must be signed by the registered holder(s) of the tendered Original Bonds as their name(s) appear(s) on
certificates for such tendered Original Bonds, or on a security position listing, or by person(s) authorized to
become registered holder(s) by endorsement and documents transmitted with this Notice of Guaranteed Delivery.  If
signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in
a fiduciary or representative capacity, such person must set forth his or her full title below.

_________________________________________________________________________________________________________________
                                                   Aggregate Principal
             Certificate No(s)                     Amount Represented                     Aggregate Principal
             (if available)                          by Certificate                         Amount Tendered
_________________________________________________________________________________________________________________

_________________________________________________________________________________________________________________

_________________________________________________________________________________________________________________

_________________________________________________________________________________________________________________


     If Original Bonds will be delivered by book-entry transfer to The Depository Trust Company, provide the
following information:

Signature: ______________________________________________________________________________________________________

Account Number :_________________________________________________________________________________________________

Date:____________________________________________________________________________________________________________


                                THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED



Page 3


                                                     <b>GUARANTEE</b>
                                      (Not to be used for signature guarantee)

     The undersigned, a firm or other entity identified in Rule 17Ad-15 under the Securities Exchange Act of 1934,
as amended, as an "eligible guarantor institution," including (as such terms are defined therein): (i) a bank;
(ii) a broker, dealer, municipal securities broker, municipal securities dealer, government securities broker,
government securities dealer; (iii) a credit union; (iv) a national securities exchange, registered securities
association or clearing agency; or (v) a savings association that is a participant in a Securities Transfer
Association recognized program (each of the foregoing being referred to as an "Eligible Institution"), hereby
guarantees delivery to the Exchange Agent, at one of its addresses set forth above, either certificates for the
Original Bonds tendered hereby, in proper form for transfer, or confirmation of the book-entry transfer of such
Original Bonds to the Exchange Agent's account at The Depository Trust Company ("DTC"), pursuant to the procedures
for book-entry transfer set forth in the Prospectus, in either case together with one or more properly completed
and duly executed Letter(s) of Transmittal (or facsimile thereof or an Agent's Message in lieu thereof) and any
other documents required by the Letter of Transmittal, all within three (3) business days after the date of
execution of this Notice of Guaranteed Delivery.

     The undersigned acknowledges that it must communicate the guarantee to the Exchange Agent and must deliver the
Letter of Transmittal and certificates for the Original Bonds tendered hereby to the Exchange Agent within the
time period shown hereon and that failure to do so could result in a financial loss to the undersigned.




____________________________________________________                  _____________________________________________
                       Firm                                                    Authorized Signature

                                                             Name:    _____________________________________________
___________________________________________________                            (Please Type or Print)
                      Address



___________________________________________________          Title:    ____________________________________________
                      Zip Code


                                                             Dated:    ______________________________________, 2003

Area Code and Tel. No.:_____________________________________________________________________________________________


     DO NOT SEND CERTIFICATES FOR ORIGINAL BONDS WITH THIS NOTICE OF GUARANTEED DELIVERY. ACTUAL SURRENDER OF
ORIGINAL BONDS MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF
TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENT.


</PRE>
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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12
<SEQUENCE>8
<FILENAME>exh12s4a.htm
<DESCRIPTION>COMPUTATION OF RATIOS
<TEXT>
<HTML>
<HEAD>
<TITLE>
Exhibit 12 to S4/A
</TITLE>
</HEAD>
<BODY>
<PRE>
                                 SOUTHERN CALIFORNIA EDISON COMPANY AND CONSOLIDATED UTILITY-RELATED SUBSIDIARIES

                                                   RATIOS OF EARNINGS TO FIXED CHARGES

                                                          (Thousands of Dollars)


                                                           Year Ended December 31,                  12 Months    12 Months
                                     ----------------------------------------------------------       Ended        Ended
                                        1998        1999        2000          2001      2002     June 30, 2003 June 30, 2002
                                     ---------   ---------  -----------   ----------  ---------  ------------- -------------


EARNINGS BEFORE INCOME TAXES
  AND FIXED CHARGES:

Income before interest expense(1)   $  999,910  $  992,354  $(1,456,584)  $3,192,815  $1,831,335  $1,226,919   $4,568,648
Add:
  Taxes on income(2)                   442,356     438,006   (1,021,452)   1,658,033     641,786     446,957    2,442,334
  Rentals(3)                             2,208       1,901        2,905        2,128       1,240         727        1,681
  Allocable portion of interest
       on long-term Contracts
       for the purchase of power(4)      1,767       1,735        1,699        1,659       1,616       1,593        1,638
  Amortization of previously
       capitalized fixed charges         1,571       1,508        1,390        1,083       1,440       1,584        1,295
                                     ---------  ----------  -----------   ----------  ----------  ----------   ----------
Total earnings before income
  taxes and fixed charges(A)        $1,447,812  $1,435,504  $(2,472,042)  $4,855,718  $2,477,417  $1,677,780   $7,015,596
                                    ==========  ==========  ===========   ==========  ==========  ==========   ==========




FIXED CHARGES:
  Interest and amortization         $  484,788  $  482,933  $   571,760    $ 784,858   $ 584,442   $ 498,327      749,362
  Rentals(3)                             2,208       1,901        2,905        2,128       1,240         727        1,681
  Capitalized fixed charges -
       nuclear fuel(5)                   1,294       1,211        1,538          756         520         194          732
  Allocable portion of interest
       on long-term contracts for
       the purchase of power(4)          1,767       1,735        1,699        1,659       1,616       1,593        1,638
                                    ----------  ----------  -----------    ---------   ---------   ---------    ---------
Total fixed charges(B)              $  490,057  $  487,780  $   577,902    $ 789,401   $ 587,818   $ 500,841    $ 753,413
                                    ==========  ==========  ===========    =========   =========   ==========   =========


RATIO OF EARNINGS TO
  FIXED CHARGES (A)/(B):                 2.95         2.94     (4.28)(6)       6.15         4.21        3.35         9.31
                                    ==========  ==========  ===========    =========   =========   =========    =========






(1) Includes allowance for funds used during construction and accrual of unbilled revenue.
(2) Includes allocation of federal income and state franchise taxes to other income.
(3) Rentals include the interest factor relating to certain significant rentals plus one-third of all remaining annual rentals.
(4) Allocable portion of interest included in annual minimum debt service requirement of supplier.
(5) Includes fixed charges associated with Nuclear Fuel.
(6) Ratio for 2000 is less than 1.00.  In 2000, SCE needed an additional $3,049,944,000 in earnings before income taxes
    and fixed charges to achieve a 1.00 ratio.

</PRE>
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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.2
<SEQUENCE>9
<FILENAME>sce2q03.htm
<DESCRIPTION>SCE 2003 2ND QTR 10-Q
<TEXT>
<HTML>
<HEAD>
<TITLE>
Exhibit 13.2 SCE 2003 Second Quater 10-Q</TITLE>
</HEAD>
<BODY>
<PRE>
===================================================================================================================

                                                   <b>UNITED STATES
                                        SECURITIES AND EXCHANGE COMMISSION
                                              Washington, D.C. 20549

                                                     FORM 10-Q</b>

(Mark One)

<b>[X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934</b>

For the quarterly period ended                     June 30, 2003
                               -----------------------------------------------------------------------------------

<b>[  ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934</b>

For the transition period from                                            to
                               ------------------------------------------    -------------------------------------

                                           <b>Commission File Number 1-2313

                                        SOUTHERN CALIFORNIA EDISON COMPANY</b>
                              (Exact name of registrant as specified in its charter)

                          California                                           95-1240335
                (State or other jurisdiction of                             (I.R.S. Employer
                incorporation or organization)                             Identification No.)

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

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

Indicate by check mark  whether  the  registrant  (1) has filed all  reports  required to be filed by Section 13 or
15(d) of the  Securities  Exchange Act of 1934 during the preceding 12 months (or for such shorter  period that the
registrant was required to file such reports),  and (2) has been subject to such filing  requirements  for the past
90 days.                                                                                         Yes |X|    No |_|

Indicate by check mark whether the  registrant  is an  accelerated  filer (as defined in Rule 12b-2 of the Exchange
Act).                                                                                            Yes |_|    No |X|

Indicate  the  number of shares  outstanding  of each of the  issuer's  classes of common  stock,  as of the latest
practicable date:

                             Class                                       Outstanding at August 12, 2003
- ----------------------------------------------------------      ---------------------------------------------------
                  Common Stock, no par value                                       434,888,104

===================================================================================================================


<PAGE>





<b>SOUTHERN CALIFORNIA EDISON COMPANY

INDEX</b>


                                                                                                           <b>Page
                                                                                                            No.
                                                                                                           ----</b>
Part I.  Financial Information:

         Item 1.   Financial Statements:

                   Consolidated Statements of Income - Three and Six Months
                      Ended June 30, 2003 and 2002                                                          1

                   Consolidated Statements of Comprehensive Income -
                      Three and Six Months Ended June 30, 2003 and 2002                                     1

                   Consolidated Balance Sheets - June 30, 2003
                      and December 31, 2002                                                                 2

                   Consolidated Statements of Cash Flows -
                      Six Months Ended June 30, 2003 and 2002                                               4

                   Notes to Consolidated Financial Statements                                               5

         Item 2.   Management's Discussion and Analysis of Financial Condition and
                      Results of Operations                                                                14

         Item 3.   Quantitative and Qualitative Disclosures About Market Risk                              35

         Item 4.   Controls and Procedures                                                                 35


Part II. Other Information:

         Item 1.   Legal Proceedings                                                                       36

         Item 4.   Submission of Matters to a Vote of Security Holders                                     37

         Item 6.   Exhibits and Reports on Form 8-K                                                        37

         Signatures





<PAGE>




SOUTHERN CALIFORNIA EDISON COMPANY

PART I            FINANCIAL INFORMATION

Item 1.           Financial Statements

CONSOLIDATED STATEMENTS OF INCOME

                                                              Three Months Ended               Six Months Ended
                                                                   June 30,                        June 30,
- -------------------------------------------------------------------------------------------------------------------

In millions                                                  2003           2002              2003         2002
- -------------------------------------------------------------------------------------------------------------------
                                                                                 (Unaudited)
Operating revenue                                         $  2,394       $   2,133        $   4,217     $  4,041
- -------------------------------------------------------------------------------------------------------------------

Fuel                                                            49              50              107          102
Purchased power                                                722             581            1,174          835
Provisions for regulatory adjustment clauses - net             506            (359)             811          314
Other operation and maintenance                                476             522              961          936
Depreciation, decommissioning and amortization                 177             206              391          388
Property and other taxes                                        42              26               82           55
- -------------------------------------------------------------------------------------------------------------------

Total operating expenses                                     1,972           1,026            3,526        2,630
- -------------------------------------------------------------------------------------------------------------------

Operating income                                               422           1,107              691        1,411
Interest and dividend income                                    40              54               79          163
Other nonoperating income                                       21               8               49           19
Interest expense - net of amounts capitalized                 (114)           (141)            (239)        (325)
Other nonoperating deductions                                   (8)             (5)             (34)          (9)
- -------------------------------------------------------------------------------------------------------------------

Net income before tax                                          361           1,023              546        1,259
Income tax                                                     132             322              212          407
- -------------------------------------------------------------------------------------------------------------------

Net income                                                     229             701              334          852
Dividends on preferred stock                                     4               6                7           11
- -------------------------------------------------------------------------------------------------------------------

Net income available for common stock                     $    225       $     695        $     327     $    841
- -------------------------------------------------------------------------------------------------------------------




CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                                                              Three Months Ended               Six Months Ended
                                                                   June 30,                        June 30,
- -------------------------------------------------------------------------------------------------------------------

In millions                                                 2003          2002               2003         2002
- -------------------------------------------------------------------------------------------------------------------
                                                                                 (Unaudited)
Net income                                                $    229       $     701        $     334     $    852
Other comprehensive income, net of tax:
   Amortization of cash flow hedges                              1               9                1           10
- -------------------------------------------------------------------------------------------------------------------

Comprehensive income                                      $    230       $     710        $     335     $    862
- -------------------------------------------------------------------------------------------------------------------




                    The accompanying notes are an integral part of these financial statements.


Page 1


SOUTHERN CALIFORNIA EDISON COMPANY

CONSOLIDATED BALANCE SHEETS

                                                                         June 30,                 December 31,
In millions                                                                2003                       2002
- --------------------------------------------------------------------------------------------------------------------
                                                                        (Unaudited)
ASSETS

Cash and equivalents                                                  $      994                 $      992
Restricted cash                                                               46                         47
Receivables, less allowances of $25 and $36
   for uncollectible accounts at respective dates                            766                        767
Accrued unbilled revenue                                                     594                        437
Fuel inventory                                                                15                         12
Materials and supplies, at average cost                                      161                        159
Accumulated deferred income taxes - net                                       --                         42
Regulatory assets - net                                                       --                        509
Prepayments and other current assets                                         141                         57
- -------------------------------------------------------------------------------------------------------------------

Total current assets                                                       2,717                      3,022
- -------------------------------------------------------------------------------------------------------------------

Nonutility property - less accumulated provision
   for depreciation of $35 and $29 at respective dates                       160                        154
Nuclear decommissioning trusts                                             2,348                      2,210
Other investments                                                            271                        214
- -------------------------------------------------------------------------------------------------------------------

Total investments and other assets                                         2,779                      2,578
- -------------------------------------------------------------------------------------------------------------------

Utility plant, at original cost:
   Transmission and distribution                                          14,539                     14,202
   Generation                                                              1,461                      1,457
Accumulated provision for depreciation and decommissioning                (6,395)                    (8,094)
Construction work in progress                                                582                        529
Nuclear fuel, at amortized cost                                              133                        153
- -------------------------------------------------------------------------------------------------------------------

Total utility plant                                                       10,320                      8,247
- -------------------------------------------------------------------------------------------------------------------

Regulatory assets - net                                                    3,358                      3,838
Other deferred charges                                                       547                        629
- -------------------------------------------------------------------------------------------------------------------

Total deferred charges                                                     3,905                      4,467
- -------------------------------------------------------------------------------------------------------------------








Total assets                                                          $   19,721                 $   18,314
- -------------------------------------------------------------------------------------------------------------------



                    The accompanying notes are an integral part of these financial statements.


Page 2


SOUTHERN CALIFORNIA EDISON COMPANY

CONSOLIDATED BALANCE SHEETS

                                                                         June 30,                 December 31,
In millions, except share amounts                                          2003                       2002
- --------------------------------------------------------------------------------------------------------------------

                                                                        (Unaudited)
LIABILITIES AND SHAREHOLDER'S EQUITY

Short-term debt                                                       $       --                 $       --
Long-term debt due within one year                                           281                      1,671
Preferred stock to be redeemed within one year                                 9                          9
Accounts payable                                                             887                        745
Accrued taxes                                                                831                        699
Accumulated deferred income taxes - net                                       21                         --
Regulatory liabilities - net                                                  69                         --
Other current liabilities                                                  1,460                      1,439
- -------------------------------------------------------------------------------------------------------------------

Total current liabilities                                                  3,558                      4,563
- -------------------------------------------------------------------------------------------------------------------

Long-term debt                                                             5,067                      4,504
- -------------------------------------------------------------------------------------------------------------------

Accumulated deferred income taxes - net                                    2,538                      2,658
Accumulated deferred investment tax credits                                  145                        148
Customer advances and other deferred credits                                 561                        964
Power-purchase contracts                                                     242                        309
Accumulated provision for pensions and benefits                              374                        356
Asset retirement obligations                                               2,088                         --
Other long-term liabilities                                                  164                        152
- -------------------------------------------------------------------------------------------------------------------

Total deferred credits and other liabilities                               6,112                      4,587
- -------------------------------------------------------------------------------------------------------------------

Commitments and contingencies
   (Notes 2 and 3)

Preferred stock:
   Not subject to mandatory redemption                                       129                        129
   Subject to mandatory redemption                                           141                        147
- -------------------------------------------------------------------------------------------------------------------

Total preferred stock                                                        270                        276
- -------------------------------------------------------------------------------------------------------------------

Common stock (434,888,104 shares outstanding at each date)                 2,168                      2,168
Additional paid-in capital                                                   343                        340
Accumulated other comprehensive loss                                         (15)                       (16)
Retained earnings                                                          2,218                      1,892
- -------------------------------------------------------------------------------------------------------------------

Total common shareholder's equity                                          4,714                      4,384
- -------------------------------------------------------------------------------------------------------------------


Total liabilities and shareholder's equity                            $   19,721                 $   18,314
- -------------------------------------------------------------------------------------------------------------------



                    The accompanying notes are an integral part of these financial statements.


Page 3

SOUTHERN CALIFORNIA EDISON COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                Six Months Ended
                                                                                    June 30,
- -------------------------------------------------------------------------------------------------------------------

In millions                                                               2003                      2002
- -------------------------------------------------------------------------------------------------------------------
                                                                                   (Unaudited)
Cash flows from operating activities:
Net income                                                             $   334                  $    852
Adjustments to reconcile net income to
 net cash provided (used) by operating activities:
   Depreciation, decommissioning and amortization                          391                       388
   Other amortization                                                       50                        50
   Deferred income taxes and investment tax credits                        (28)                     (132)
   Regulatory assets - long-term - net                                     147                       220
   Power contracts collateral                                              (10)                       --
   Other assets                                                             46                        51
   Other liabilities                                                      (152)                      158
   Changes in working capital:
      Receivables and accrued unbilled revenue                            (155)                      189
      Regulatory assets - short-term - net                                 579                        25
      Fuel inventory, materials and supplies                                (5)                       (2)
      Prepayments and other current assets                                 (83)                       45
      Accrued interest and taxes                                           151                      (200)
      Accounts payable and other current liabilities                       143                    (2,391)
- -------------------------------------------------------------------------------------------------------------------

Net cash provided (used) by operating activities                         1,408                      (747)
- -------------------------------------------------------------------------------------------------------------------

Cash flows from financing activities:
Long-term debt issuance costs                                              (11)                      (31)
Long-term debt repaid                                                     (729)                     (700)
Bonds remarketed and funds held in trust                                    --                       192
Redemption of preferred stock                                               (5)                     (100)
Rate reduction notes repaid                                               (115)                     (115)
Nuclear fuel financing - net                                                --                       (59)
Short-term debt financing - net                                             --                      (527)
Dividends paid                                                              (8)                      (32)
- -------------------------------------------------------------------------------------------------------------------

Net cash used by financing activities                                     (868)                   (1,372)
- -------------------------------------------------------------------------------------------------------------------

Cash flows from investing activities:
Additions to property and plant                                           (540)                     (463)
Net funding of nuclear decommissioning trusts                               (1)                        7
Sales of investments in other assets                                         3                         3
- -------------------------------------------------------------------------------------------------------------------

Net cash used by investing activities                                     (538)                     (453)
- -------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in cash and equivalents                              2                    (2,572)
Cash and equivalents, beginning of period                                  992                     3,414
- -------------------------------------------------------------------------------------------------------------------

Cash and equivalents, end of period                                    $   994                  $    842
- -------------------------------------------------------------------------------------------------------------------


                    The accompanying notes are an integral part of these financial statements.



Page 4


<b>SOUTHERN CALIFORNIA EDISON COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS</b>


<b>Management's Statement</b>

In the opinion of management, all adjustments, including recurring accruals, have been made that are necessary
for a fair presentation of the financial position, results of operations and cash flows in accordance with
accounting principles generally accepted in the United States for the periods covered by this report.  The
results of operations for the period ended June 30, 2003 are not necessarily indicative of the operating results
for the full year.

The quarterly report should be read in conjunction with Southern California Edison's (SCE) 2002 Annual Report on
Form 10-K filed with the Securities and Exchange Commission.

<b>Note 1.  Summary of Significant Accounting Policies</b>

<i><b>Basis of Presentation</b></i>

SCE's significant accounting policies were described in Note 1 of "Notes to Consolidated Financial Statements"
included in its 2002 Annual Report.  SCE follows the same accounting policies for interim reporting purposes.

Certain prior-period amounts were reclassified to conform to the June 30, 2003 financial statement presentation.

<i><b>New Accounting Principles</b></i>

Effective January 1, 2003, SCE adopted a new accounting standard, Accounting for Asset Retirement Obligations,
which requires entities to record the fair value of a liability for a legal asset retirement obligation in the
period in which it is incurred.  When the liability is initially recorded, the entity capitalizes the cost by
increasing the carrying amount of the related long-lived asset.  Over time, the liability is increased to its
present value each period, and the capitalized cost is depreciated over the useful life of the related asset.
Upon settlement of the liability, an entity either settles the obligation for its recorded amount or incurs a
gain or loss upon settlement.  However, rate-regulated entities may recognize regulatory assets or liabilities as
a result of timing differences between the recognition of costs in accordance with this standard and the recovery
of costs through the rate-making process. Regulatory assets and liabilities may also be recorded if it is
probable that the asset retirement obligation (ARO) will be recovered through the rate-making process.

SCE's impact of adopting this standard was:

o    SCE adjusted its nuclear decommissioning obligation to reflect the fair value of decommissioning its
     nuclear power facilities. SCE also recognized AROs associated with the decommissioning of coal-fired
     generation assets.

o    At December 31, 2002, SCE had accrued $2.3 billion to decommission its nuclear facilities and
     $12 million to decommission its share of a coal-fired generating plant, under accounting principles in effect
     at that time.  Of these amounts, $298 million to decommission its inactive nuclear facility was recorded in
     other long-term liabilities, and the remaining $2.0 billion was recorded as a component of the accumulated
     provision for depreciation and decommissioning on the consolidated balance sheets in the 2002 Annual Report.


Page 5

<b>SOUTHERN CALIFORNIA EDISON COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS</b>

o    As of January 1, 2003, SCE reversed the $2.3 billion it had previously recorded for decommissioning,
     recorded the fair value of its AROs of approximately $2.0 billion in the deferred credits and other
     liabilities section of the balance sheet, and increased its unamortized nuclear investment by $303 million.
     The cumulative effect of a change in accounting principle from unrecognized accretion expense and
     adjustments to depreciation, decommissioning and amortization expense recorded to date was a $354 million
     after-tax gain, which under accounting standards for rate-regulated enterprises was deferred as a regulatory
     liability, partially offset by a $235 million deferred tax asset, as of January 1, 2003.  Accretion and
     depreciation expense resulting from the application of the new standard is expected to be approximately $143
     million in 2003.  This cost will reduce the regulatory liability, with no impact on earnings.  As of June
     30, 2003, SCE's ARO for its nuclear facilities totaled approximately $2.1 billion and its nuclear
     decommissioning trust assets had a fair value of $2.3 billion.  If the new standard had been in place on
     January 1, 2002, SCE's ARO as of that date would have been $1.98 billion.  Approximately $1.97 billion
     collected through rates for cost of removal of plant assets not considered to be legal obligations remain in
     accumulated depreciation and decommissioning.

A new accounting standard, Accounting for Certain Financial Instruments with Characteristics of both Liabilities
and Equity, was issued in May 2003 and requires issuers to classify certain freestanding financial instruments as
liabilities.  These freestanding liabilities include mandatorily redeemable financial instruments, obligations to
repurchase the issuer's equity shares by transferring assets and certain obligations to issue a variable number
of shares.  The standard is effective for SCE on July 1, 2003.  Upon implementation, SCE will reclassify its
preferred stock subject to mandatory redemption to the liability section of its consolidated balance sheets.
This item is currently classified between liabilities and equity.  In addition, dividend payments on this
instrument will be recorded as interest expense on SCE's consolidated statements of income.  SCE does not expect
implementation of the new standard to have a material impact on its financial statements.

<i><b>Regulatory Assets and Liabilities</b></i>

Regulatory assets, less regulatory liabilities, included in the consolidated balance sheets are:

                                                                       June 30,            December 31,
     In millions                                                         2003                  2002
- ----------------------------------------------------------------------------------------------------------
     PROACT - net                                                      $      84             $    574
     Rate reduction notes - transition cost deferral                       1,104                1,215
     Unamortized nuclear investment - net                                    617                  630
     Unamortized coal plant investment - net                                  66                   61
     Other:
     Flow-through taxes - net                                              1,303                1,336
     Unamortized loss on reacquired debt                                     233                  237
     Environmental remediation                                                72                   70
     Asset retirement obligation                                            (313)                  --
     Regulatory balancing accounts and other - net                           123                  224
- ----------------------------------------------------------------------------------------------------------
     Total                                                             $   3,289             $  4,347
- ----------------------------------------------------------------------------------------------------------



Page 6

<b>SOUTHERN CALIFORNIA EDISON COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS</b>

<i><b>Stock-Based Employee Compensation</b></i>

SCE has three stock-based employee compensation plans, which are described more fully in Note 7 of "Notes to
Consolidated Financial Statements" included in SCE's 2002 Annual Report.  SCE accounts for these plans using the
intrinsic value method.  Upon grant, no stock-based employee compensation cost is reflected in net income, as all
options granted under those plans had an exercise price equal to the market value of the underlying common stock
on the date of grant.  The following table illustrates the effect on net income if SCE had used the fair-value
accounting method.

                                                                  Three Months Ended             Six Months Ended
                                                                       June 30,                     June 30,
- -------------------------------------------------------------------------------------------------------------------
In millions                                                        2003           2002         2003         2002
- -------------------------------------------------------------------------------------------------------------------
Net income available for common stock, as reported              $   225         $  695       $  327       $  841
Add:  stock-based compensation expense using
     the intrinsic value accounting method - net of tax               1              1            2            2
Less:  stock-based compensation expense using
     the fair-value accounting method - net of tax                    1              1            3            1
- -------------------------------------------------------------------------------------------------------------------
Pro forma net income available for common stock                 $   225         $  695       $  326       $  842
- -------------------------------------------------------------------------------------------------------------------



<i><b>Supplemental Cash Flows Information</b></i>
                                                                                  Six Months Ended
                                                                                      June 30,
- ----------------------------------------------------------------------------------------------------------
         In millions                                                          2003               2002
- ----------------------------------------------------------------------------------------------------------
         Non-cash investing and financing activities:

         Details of senior secured credit facility transaction:
           Retirement of credit facility                                  $     --           $ (1,650)
           Senior secured credit facility replacement                           --              1,600
- ----------------------------------------------------------------------------------------------------------
         Cash paid on retirement of credit facility                       $     --           $    (50)
- ----------------------------------------------------------------------------------------------------------

         Details of long-term debt exchange offer:
           Variable rate notes redeemed                                   $   (966)          $     --
           First and refunding bonds issued                                    966                 --
- ----------------------------------------------------------------------------------------------------------


<b>Note 2.  Regulatory Matters</b>

Further information on regulatory matters, including proceedings for California Department of Water Resources
power purchases and revenue requirements, generation procurement, and utility-retained generation, is described
in Note 2 of "Notes to Consolidated Financial Statements" included in SCE's 2002 Annual Report.

<i><b>California Public Utilities Commission (CPUC) Litigation Settlement Agreement</b></i>

In 2001, SCE and the CPUC entered into a settlement of SCE's lawsuit against the CPUC, which sought a ruling that
SCE is entitled to full recovery of its past procurement-related costs.  A key element of the settlement
agreement was the establishment of a $3.6 billion regulatory balancing account called the procurement-related
obligations account (PROACT) as of August 31, 2001.  The Utility Reform Network



Page 7

<b>SOUTHERN CALIFORNIA EDISON COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS</b>

(TURN), a consumer advocacy group, and other parties appealed to the federal court of appeals seeking to overturn
the stipulated judgment of the district court that approved the settlement agreement.  On March 4, 2002, the
court of appeals heard argument on the appeal, and on September 23, 2002 the court issued its opinion.  In the
opinion, the court affirmed the district court on all claims, with the exception of the challenges founded upon
California state law, which the appeals court referred to the California Supreme Court.  In sum, the appeals
court concluded that none of the substantive arguments based on federal statutory or constitutional law compelled
reversal of the district court's approval of the stipulated judgment.

However, the appeals court stated in its opinion that there is a serious question whether the settlement
agreement violated state law, both in substance and in the procedure by which the CPUC agreed to it.  The appeals
court added that if the settlement agreement violated state law, the CPUC lacked capacity to consent to the
stipulated judgment, and the stipulated judgment would need to be vacated.  The appeals court indicated that, on
a substantive level, the stipulated judgment appears to violate California's electric industry restructuring
statute providing for a rate freeze.  The appeals court also indicated that, on a procedural level, the
stipulated judgment appears to violate California laws requiring open meetings and public hearings.  Because
federal courts are bound by the pronouncements of the state's highest court on applicable state law, and because
the federal appeals court found no controlling precedents from California courts on the issues of state law in
this case, the appeals court issued a separate order certifying those issues in question form to the California
Supreme Court and requested that the California Supreme Court accept certification.

The California Supreme Court accepted the certification, reformulated one of the certified questions as SCE had
requested, and set a briefing schedule.  After the completion of the filing of briefs by the respective parties,
including supplemental briefs at the request of the California Supreme Court about an issue related to
California's open meeting laws, the parties made oral arguments before the California Supreme Court at a hearing
on May 27, 2003.  SCE expects the California Supreme Court to issue its decision on the certified questions by
August 25, 2003.  Once the California Supreme Court rules, the matter will return to the federal court of appeals
for final disposition.  In the meantime, the case is stayed in the federal appellate court.  SCE continues to
operate under the settlement agreement, and also continues to believe it is probable that SCE's ultimate recovery
of its past procurement costs through regulatory mechanisms, including the PROACT, will be validated.  However,
SCE cannot predict with certainty the outcome of the pending legal proceedings.

<i><b>Electric Line Maintenance Practices Proceeding</b></i>

In August 2001, the CPUC issued an Order Instituting Investigation (OII) regarding SCE's overhead and underground
electric line maintenance practices.  The order was based on a report issued by the CPUC's Consumer Protection
and Safety Division (CPSD), which alleged a pattern of noncompliance with the CPUC's general orders for the
maintenance of electric lines over the period 1998-2000.  The order also alleged that noncompliant conditions
were involved in 37 accidents resulting in death, serious injury or property damage.  The CPSD identified 4,817
alleged violations of the general orders during the three-year period; and the order put SCE on notice that it
could be subject to a penalty of between $500 and $20,000 for each violation or accident.  In its opening brief
on October 21, 2002, the CPSD recommended that SCE be assessed a penalty of $97 million.

On June 19, 2003, a CPUC administrative law judge issued a presiding officer's decision (POD) fining SCE $576,000
for alleged violations involving death, injury or property damage, failure to identify

Page 8

<b>SOUTHERN CALIFORNIA EDISON COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS</b>

unsafe conditions or exceeding required inspection intervals.  The POD imposes no fines for over 98% of the
alleged violations and does not find that any of the alleged violations compromised the integrity or safety of
SCE's electric system or were excessive compared to other utilities.  The POD orders SCE to consult with the CPSD
and refine SCE's maintenance priority system consistent with the discussion in the POD.  On July 21, 2003, SCE
filed an appeal opposing the POD's interpretation that all general order non-conformances are violations subject
to potential penalty.  The CPSD also filed an appeal, challenging the fact that the POD did not, in fact,
penalize SCE for the 4,721 violations alleged by the CPSD in the OII.  SCE, Pacific Gas &amp; Electric (PG&amp;E), San
Diego Gas &amp; Electric (SDG&amp;E) and the California Cable and Telecommunications Association filed responses
challenging the CPSD's appeal.  The CPSD filed a response objecting to the intervention and appeals of PG&amp;E,
SDG&amp;E and the California Cable and Telecommunications Association.

<i><b>Holding Company Proceeding</b></i>

In April 2001, the CPUC issued an OII that reopens the past CPUC decisions authorizing utilities to form holding
companies and initiates an investigation into, among other things:  whether the holding companies violated CPUC
requirements to give first priority to the capital needs of their respective utility subsidiaries; any additional
suspected violations of laws or CPUC rules and decisions; and whether additional rules, conditions, or other
changes to the holding company decisions are necessary.  On January 9, 2002, the CPUC issued an interim decision
on the first priority condition.  The decision stated that, at least under certain circumstances, the condition
includes the requirement that holding companies infuse all types of capital into their respective utility
subsidiaries when necessary to fulfill the utility's obligation to serve.  The decision did not determine if any
of the utility holding companies had violated this condition, reserving such a determination for a later phase of
the proceedings.  On February 11, 2002, SCE and Edison International filed an application before the CPUC for
rehearing of the decision.  On July 17, 2002, the CPUC affirmed its earlier decision on the first priority
condition and also denied Edison International's request for a rehearing of the CPUC's determination that it had
jurisdiction over Edison International in this proceeding.  On August 21, 2002, Edison International and SCE
jointly filed a petition requesting a review of the CPUC's decisions with regard to first priority
considerations, and Edison International filed a petition for a review of the CPUC decision asserting
jurisdiction over holding companies, both in state court as required.  PG&amp;E and SDG&amp;E and their respective
holding companies filed similar challenges, and all cases have been transferred to the First District Court of
Appeals in San Francisco.  The CPUC filed briefs in opposition to the writ petitions. Edison International, SCE
and the other petitioners filed reply briefs on March 6, 2003.  No hearings have been scheduled.  The court may
rule without holding hearings.  SCE cannot predict with certainty what effects this investigation or any
subsequent actions by the CPUC may have on it.

<i><b>Mohave Generating Station Proceeding</b></i>

As discussed in Note 2 of "Notes to Consolidated Financial Statements" included in SCE's 2002 Annual Report, on
May 17, 2002, SCE filed with the CPUC an application to address certain issues (mainly coal and slurry-water
supply issues) facing the future extended operation of Mohave.  The uncertainty over a post-2005 coal and water
supply has prevented SCE and other Mohave co-owners from starting to make approximately $1.1 billion (SCE's share
is $605 million) of Mohave-related investments if Mohave's operations are to be extended past 2005.  The CPUC
issued a ruling on January 7, 2003 requesting further written testimony on specified issues related to Mohave and
its coal and slurry-water supply issues to determine whether it is in the public interest to extend Mohave
operations post 2005.  SCE submitted supplemental testimony on January 30, 2003 stating, among other things, that
the currently available information is not sufficient for the CPUC to make such a determination at this time.


Page 9

<b>SOUTHERN CALIFORNIA EDISON COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS</b>

Several further rounds of testimony and other filings have been submitted in 2003 by SCE and the other parties in
the proceeding, most recently on July 1, 2003.  The Navajo Nation and Hopi Tribe and the coal mining company,
Peabody Western Coal Company, currently take the position that the CPUC should, among other things, require SCE
to fund a study of a possible alternative water supply, and require SCE to commence a CPUC proceeding for
authorization of the Mohave pollution controls and other plant investments.  Certain other parties have taken the
position that SCE should be authorized to prepare for a year-end 2005 shutdown of Mohave.  To date there has been
no substantive decision by the CPUC, and it is possible that further written filings or hearings will be
required.  Negotiations also have continued among the relevant parties in an effort to resolve the coal and water
supply issues, so far without any resolution.

<b>Wholesale Electricity and Gas Markets</b>

In response to a consolidated proceeding related to the justness and reasonableness of rates charged by sellers
in the California Power Exchange and Independent System Operator markets as described in Note 2 of "Notes to
Consolidated Financial Statements" included in SCE's 2002 Annual Report, the FERC issued orders that initiated
procedures for determining additional refunds arising from market manipulation by energy suppliers.  A FERC staff
report issued on March 26, 2003 found that there was pervasive gaming and market manipulation of the electric and
gas markets in California and in the west coast and also described many of the techniques and effects of electric
and gas market manipulation.  In a March 26, 2003 order, clarified on April 22, 2003, the FERC adopted a
recommendation of the FERC staff's final report to modify the ALJ's initial decision of December 12, 2002 to
reflect the fact that the gas indices used in the market manipulation formula overstated the cost of gas used to
generate electricity. SCE, as a member of the California parties, sought rehearing of the March 26 and April 22
orders.  On June 25, 2003, the FERC issued two sets of enforcement orders.  The first set orders 54 entities,
including SCE, to show cause concerning gaming or anomalous market behavior during the period January 1, 2001 to
June 20, 2001.  The second set orders 25 entities to show cause concerning gaming and anomalous market behavior
in concert with Enron entities.  Under both sets of orders, the remedy for tariff violations will be the
disgorgement of unjust profits and possibly other non-monetary remedies.  On June 25, 2003, the FERC also opened
a new investigation into anomalous bidding behavior during the period May 1, 2000 to October 2, 2000, focused
primarily on economic withholding by bidding above $250/MWh with disgorgement of profits as the possible
penalty.  SCE cannot, at this time, determine the timing or amount of any potential refunds.  Under the
settlement agreement with the CPUC, 90% of any refunds will be given to ratepayers and 10% would be given to
shareholders.  The CPUC issued an order instituting rulemaking on July 10, 2003, to account for the consideration
received by regulated gas and electric utilities under a settlement with El Paso Natural Gas Company, et al.
Under the terms of the rulemaking, SCE will refund amounts (net of legal and consulting costs) through its ERRA
balancing account as they are received from El Paso under the terms of the settlement.  In addition, amounts El
Paso refunds to the CDWR will result in equivalent reductions in the CDWR's revenue requirement from SCE's
ratepayers.

<b>Note 3.  Contingencies</b>

In addition to the matters disclosed in these Notes, SCE is involved in other legal, tax and regulatory
proceedings before various courts and governmental agencies regarding matters arising in the ordinary course of
business.  SCE believes the outcome of these other proceedings will not materially affect its results of
operations or liquidity.


Page 10

<b>SOUTHERN CALIFORNIA EDISON COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS</b>

<i><b>Environmental Remediation</b></i>

SCE is subject to numerous environmental laws and regulations, which require it to incur substantial costs to
operate existing facilities, construct and operate new facilities, and mitigate or remove the effect of past
operations on the environment.

SCE records its environmental remediation liabilities when site assessments and/or remedial actions are probable
and a range of reasonably likely cleanup costs can be estimated.  SCE reviews its sites and measures the
liability quarterly, by assessing a range of reasonably likely costs for each identified site using currently
available information, including existing technology, presently enacted laws and regulations, experience gained
at similar sites, and the probable level of involvement and financial condition of other potentially responsible
parties.  These estimates include costs for site investigations, remediation, operations and maintenance,
monitoring and site closure.  Unless there is a probable amount, SCE records the lower end of this reasonably
likely range of costs (classified as other long-term liabilities) at undiscounted amounts.

SCE's recorded estimated minimum liability to remediate its 39 identified sites is $101 million.  The sites
include SCE's divested gas-fueled generation plants, for which SCE retained some liability after their sale.  The
ultimate costs to clean up SCE's identified sites may vary from its recorded liability due to numerous
uncertainties inherent in the estimation process, such as: the extent and nature of contamination; the scarcity
of reliable data for identified sites; the varying costs of alternative cleanup methods; developments resulting
from investigatory studies; the possibility of identifying additional sites; and the time periods over which site
remediation is expected to occur.  SCE believes that, due to these uncertainties, it is reasonably possible that
cleanup costs could exceed its recorded liability by up to $277 million.  The upper limit of this range of costs
was estimated using assumptions least favorable to SCE among a range of reasonably possible outcomes.

The CPUC allows SCE to recover environmental remediation costs at certain sites, representing $40 million of its
recorded liability, through an incentive mechanism (SCE may request to include additional sites).  Under this
mechanism, SCE will recover 90% of cleanup costs through customer rates; shareholders fund the remaining 10%,
with the opportunity to recover these costs from insurance carriers and other third parties.  SCE has
successfully settled insurance claims with all responsible carriers.  SCE expects to recover costs incurred at
its remaining sites through customer rates.  SCE has recorded a regulatory asset of $72 million for its estimated
minimum environmental-cleanup costs expected to be recovered through customer rates.

SCE's identified sites include several sites for which there is a lack of currently available information,
including the nature and magnitude of contamination and the extent, if any, that SCE may be held responsible for
contributing to any costs incurred for remediating these sites.  Thus, no reasonable estimate of cleanup costs
can be made for these sites.

SCE expects to clean up its identified sites over a period of up to 30 years.  Remediation costs in each of the
next several years are expected to range from $15 million to $25 million.  Recorded costs for the twelve months
ended June 30, 2003 were $19 million.

Based on currently available information, SCE believes it is unlikely that it will incur amounts in excess of the
upper limit of the estimated range for its identified sites and, based upon the CPUC's regulatory treatment of
environmental remediation costs, SCE believes that costs ultimately recorded will not


Page 11

<b>SOUTHERN CALIFORNIA EDISON COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS</b>

materially affect its results of operations or financial position.  There can be no assurance, however, that
future developments, including additional information about existing sites or the identification of new sites,
will not require material revisions to such estimates.

<i><b>Federal Income Taxes</b></i>

In August 2002, Edison International received a notice from the Internal Revenue Service asserting deficiencies
in federal corporate income taxes for its 1994 to 1996 tax years.  Included in these amounts are deficiencies
asserted against SCE.  The vast majority of SCE's tax deficiencies are timing differences and, therefore, amounts
ultimately paid, if any, would benefit it as future tax deductions.  SCE believes that it has meritorious legal
defenses to deficiencies asserted against it and believes that the ultimate outcome of this matter will not
result in a material impact on its results of operations or financial position.

<i><b>Navajo Nation Litigation</b></i>

Peabody Holding Company (Peabody) supplies coal from mines on Navajo Nation lands to Mohave.  In June 1999, the
Navajo Nation filed a complaint in the United States District Court for the District of Columbia (D.C. District
Court) against Peabody and certain of its affiliates, Salt River Project Agricultural Improvement and Power
District, and SCE.  The complaint asserts claims against the defendants for, among other things, violations of
the federal RICO statute, interference with fiduciary duties and contractual relations, fraudulent
misrepresentation by nondisclosure, and various contract-related claims.  The complaint claims that the
defendants' actions prevented the Navajo Nation from obtaining the full value in royalty rates for the coal.  The
complaint seeks damages of not less than $600 million, trebling of that amount, and punitive damages of not less
than $1 billion, as well as a declaration that Peabody's lease and contract rights to mine coal on Navajo Nation
lands should be terminated.

In February 2002, Peabody and SCE filed cross claims against the Navajo Nation, alleging that the Navajo Nation
had breached a settlement agreement and final award between Peabody and the Navajo Nation by filing their lawsuit.

The Navajo Nation had previously filed suit in the Court of Claims against the United States Department of
Interior, alleging that the Government had breached its fiduciary duty concerning contract negotiations including
the Navajo Nation and the defendants.  In February 2000, the Court of Claims issued a decision in the
Government's favor, finding that while there had been a breach, there was no available redress from the
Government.  Following appeal of that decision by the Navajo Nation, an appellate court ruled that the Court of
Claims did have jurisdiction to award damages and remanded the case to the Court of Claims for that purpose.  On
June 3, 2002, the Government's request for review of the case by the United States Supreme Court was granted.  On
March 4, 2003, the Supreme Court reversed the appellate court and held that the Government is not liable to the
Navajo Nation as there was no breach of a fiduciary duty and that the Navajo Nation did not have a right to
relief against the Government.  Based on the Supreme Court's analysis, on April 28, 2003, SCE filed a motion to
dismiss or, in the alternative, for summary judgment in the D.C. District Court action.  The motion remains
pending.

SCE cannot predict with certainty the outcome of the 1999 Navajo Nation's complaint against SCE, nor the impact
on this complaint or the Supreme Court's decision on the outcome of the Navajo Nation's suit against the
government, or the impact of the complaint on the operation of Mohave beyond 2005.


Page 12

<b>SOUTHERN CALIFORNIA EDISON COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS</b>

<i><b>Nuclear Insurance</b></i>

Federal law limits public liability claims from a nuclear incident to $9.5 billion ($10.9 billion as of
August 20, 2003).  SCE and other owners of the San Onofre and Palo Verde Nuclear Generating Stations have
purchased the maximum private primary insurance available ($300 million).  The balance is covered by the
industry's retrospective rating plan that uses deferred premium charges to every reactor licensee if a nuclear
incident at any licensed reactor in the U.S. results in claims and/or costs which exceed the primary insurance at
that plant site.  Federal regulations require this secondary level of financial protection.  The Nuclear
Regulatory Commission exempted San Onofre Unit 1 from this secondary level, effective June 1994.  The maximum
deferred premium for each nuclear incident is $88 million ($101 million as of August 20, 2003) per reactor, but
not more than $10 million per reactor may be charged in any one year for each incident.  Based on its ownership
interests, SCE could be required to pay a maximum of $175 million ($199 million as of August 20, 2003) per
nuclear incident.  However, it would have to pay no more than $20 million per incident in any one year.  Such
amounts include a 5% surcharge if additional funds are needed to satisfy public liability claims and are subject
to adjustment for inflation.  If the public liability limit above is insufficient, federal regulations may impose
further revenue-raising measures to pay claims, including a possible additional assessment on all licensed
reactor operators.  The U.S. Congress has extended the expiration date of the applicable law until December 31,
2003 and is considering amendments that, among other things, are expected to extend the law beyond 2003.

Property damage insurance covers losses up to $500 million, including decontamination costs, at San Onofre and
Palo Verde.  Decontamination liability and property damage coverage exceeding the primary $500 million also has
been purchased in amounts greater than federal requirements.  Additional insurance covers part of replacement
power expenses during an accident-related nuclear unit outage.  A mutual insurance company owned by utilities
with nuclear facilities issues these policies.  If losses at any nuclear facility covered by the arrangement were
to exceed the accumulated funds for these insurance programs, SCE could be assessed retrospective premium
adjustments of up to $38 million per year.  Insurance premiums are charged to operating expense.

<i><b>Spent Nuclear Fuel</b></i>

Under federal law, the U.S. Department of Energy (DOE) is responsible for the selection and development of a
facility for disposal of spent nuclear fuel and high-level radioactive waste.  Such a facility was to be in
operation by January 1998.  However, the DOE did not meet its obligation.  It is not certain when the DOE will
begin accepting spent nuclear fuel from San Onofre or from other nuclear power plants.  Extended delays by the
DOE could lead to consideration of costly alternatives involving siting and environmental issues.  SCE has paid
the DOE the required one-time fee applicable to nuclear generation at San Onofre through April 6, 1983
(approximately $24 million, plus interest).  SCE is also paying the required quarterly fee equal to 0.1(cent)per kWh
of nuclear-generated electricity sold after April 6, 1983.

SCE, as operating agent, has primary responsibility for the interim storage of spent nuclear fuel generated at
San Onofre.  The spent nuclear fuel is stored in the San Onofre Units 1, 2 and 3 spent fuel pools.  The Units 2
and 3 spent fuel pools currently contain Unit 1 spent fuel in addition to spent fuel from Units 2 and 3.  Current
capability to store spent fuel in the Units 2 and 3 spent fuel pools is adequate through 2005.  SCE plans to
begin moving the Unit 1 spent fuel to a dry cask interim spent fuel storage facility at San Onofre by the third
quarter of 2003.  By late 2004, the spent fuel pool storage capacity for Units 2

Page 13

and 3 will then accommodate needs until 2007 for Unit 2 and 2008 for Unit 3.  SCE expects to begin using an
interim spent fuel storage facility for Units 2 and 3 spent fuel by early 2006.

In order to increase on-site storage capacity and maintain core off-load capability, Palo Verde has constructed a
dry cask storage facility.  Arizona Public Service Company (APS), operating agent for Palo Verde, has loaded five
casks for Unit 2 and one for Unit 1.  APS plans to continually load casks on a schedule to maintain full core
off-load capability for all three units.

<b>Note 4.  Subsequent Event</b>

On July 17, 2003, SCE signed an option agreement with Sequoia Generating LLC (Sequoia), a subsidiary of InterGen,
to acquire Mountainview Power Company LLC, the owner of a new power plant currently being developed in Redlands,
California.  This acquisition requires regulatory approval from both the CPUC and the Federal Energy Regulatory
Commission (FERC).  SCE has filed an application with the CPUC proposing a power-purchase agreement between SCE
and Mountainview Power Company LLC.  If approved by the CPUC, SCE will seek FERC approval of the power-purchase
agreement.  SCE does not expect to exercise the option without CPUC and FERC approvals.  The option must be
exercised prior to February 29, 2004.  If SCE exercises the option, SCE would recommence full construction of the
project.  Under the option agreement, Sequoia may elect to terminate the option agreement at any time prior to
SCE's exercise of the option.  In such event, Sequoia must return all previously tendered option payments.


<b>Item 2.    Management's Discussion and Analysis of Financial Condition
           and Results of Operations</b>

This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&amp;A) for the three-
and six-month periods ended June 30, 2003, discusses material changes in the results of operations, financial
condition and other developments of Southern California Edison Company (SCE) since December 31, 2002, and as
compared to the three- and six-month periods ended June 30, 2002.  This discussion presumes that the reader has
read or has access to SCE's MD&amp;A for the calendar year 2002 (the year-ended 2002 MD&amp;A), which was included in
SCE's 2002 annual report to shareholders and incorporated by reference into SCE's Annual Report on Form 10-K for
the year ended December 31, 2002.

This MD&amp;A contains forward-looking statements.  These statements are based on SCE's knowledge of present facts,
current expectations about future events and assumptions about future developments.  Forward-looking statements
are not guarantees of performance; they are subject to risks, uncertainties and assumptions that could cause
actual future activities and results of operations to be materially different from those set forth in this MD&amp;A.
Important factors that could cause actual results to differ include, but are not limited to, risks discussed
below under "Financial Condition," "Market Risk Exposures" and "Forward-Looking Information and Risk Factors."
The following discussion provides updated information about material developments since the issuance of the
year-ended 2002 MD&amp;A and should be read in conjunction with the financial statements contained in this quarterly
report and SCE's Annual Report on Form 10-K for the year ended December 31, 2002.

This MD&amp;A includes information about SCE, a regulated public utility company providing electricity to retail
customers in central, coastal, and southern California.

<b>CURRENT DEVELOPMENTS</b>

As discussed in detail in "Regulatory Matters--CPUC Litigation Settlement Agreement," SCE entered into a
settlement agreement with the California Public Utilities Commission (CPUC) that allowed SCE to recover $3.6
billion in past procurement-related costs.  The Utility Reform Network (TURN), a consumer advocacy group, and
other parties appealed to the federal court of appeals seeking to overturn the district court judgment that
approved the settlement agreement.  In September 2002, an appeals court opinion affirmed the district court on
all claims, with the exception of challenges founded upon California state law, which the appeals court referred
to the California Supreme Court.  On May 27, 2003, the parties made oral arguments before the California Supreme
Court.  SCE expects the California Supreme Court to issue its decision on the certified questions of state law by
August 25, 2003.

As discussed in "Regulatory Matters--PROACT Regulatory Asset and--Customer Rate-Reduction Plan," SCE fully
recovered the procurement-related obligations account (PROACT) balance during July 2003.  As a result of
recovering the PROACT balance, SCE implemented a CPUC-approved customer rate-reduction plan effective August 1,
2003.  The customer rate-reduction plan reduces SCE's annual rates by $1.2 billion (with no impact to earnings)
and will reduce bills by 8% for residential customers, 18% for small businesses, 13% for medium businesses and
19% for large businesses.

<b>RESULTS OF OPERATIONS</b>

<i><b>Earnings</b></i>

SCE's earnings for the three- and six-month periods ended June 30, 2003 were $225 million and $327 million,
respectively, compared with $695 million and $841 million for the same periods in 2002.  Excluding the $480
million adjustment related to the utility retained generation (URG) decision in 2002, SCE's second quarter and
year-to-date 2002 earnings were $215 million and $361 million, respectively.


Page 14

Excluding the URG adjustment, earnings for second quarter 2003 increased $10 million over second quarter 2002,
primarily due to the impact of two items that occurred in second quarter 2002 that did not occur in second
quarter 2003:  a refueling outage at San Onofre Nuclear Generating Station (San Onofre) Unit 2 and a one-time
positive adjustment related to the implementation of a sales adjustment mechanism.  Excluding the $480 million
gain to implement the URG decision, SCE's earnings in the first half of 2003 decreased by $34 million, compared
to the same period in 2002.  The decrease primarily reflects the impact of a one-time positive adjustment
relating to the implementation of a sales adjustment mechanism that occurred in the second quarter of 2002.
Additionally, SCE had higher operating and maintenance expenses, including health care and storm damage costs,
which were offset by higher revenue.

<i><b>Operating Revenue</b></i>

SCE's retail sales represented approximately 91% of operating revenue for both the second quarter and
year-to-date ended June 30, 2003, and 96% of operating revenue for the same periods in 2002.  Retail rates are
regulated by the CPUC and wholesale rates are regulated by the Federal Energy Regulatory Commission (FERC).

Due to warmer weather and higher electricity usage during the summer months, operating revenue during the third
quarter of each year is significantly higher than other quarters.

Operating revenue increased for the three- and six-month periods ended June 30, 2003, compared to the same
periods in 2002, primarily due to increased revenue from wholesale and retail customers.  Wholesale revenue
increased due to the resale of SCE's excess energy, compared to no excess energy sales in 2002.  As a result of
the California Department of Water Resources (CDWR) contracts allocated to SCE, excess energy from SCE sources
may exist at certain times and is resold in the energy markets.  Retail sales revenue increased mainly due to
recognition of revenue from amortization of the temporary surcharge that was collected in 2002 and authorized by
the CPUC to be used to recover costs incurred in 2003 (see "Regulatory Matters--Surcharge Decisions" in the
year-ended 2002 MD&amp;A for further discussion) and higher revenue resulting from a net 1(cent)per kilowatt hour (kWh)
decrease in credits given to direct access customers.  During the period January 1, 2002 through July 27, 2002,
direct access customers were given an average credit of 11(cent)per kWh.  This average credit was reduced to 8.3(cent)per
kWh on July 27, 2002, to collect a nonbypassable historical procurement charge, causing SCE's revenue to increase
by 2.7(cent)per kWh through the end of 2002.  Beginning on January 1, 2003, SCE's share of the nonbypassable
historical procurement charge was reduced to 1(cent)per kWh, with the remaining 1.7(cent)per kWh allocated and remitted
to CDWR for its costs associated with direct access customers (see discussion below).  The increases were
partially offset by an increase in amounts remitted to CDWR for energy purchases, including an allocation
adjustment during the six-month period ended June 30, 2003, bond-related charges (beginning November 15, 2002)
and direct access exit fees (beginning January 1, 2003).

From 1998 through mid-September 2001, SCE's customers were able to choose to purchase power directly from an
energy service provider other than SCE (thus becoming direct access customers) or continue to have SCE purchase
power on their behalf.  On March 21, 2002, the CPUC issued a decision affirming that new direct access
arrangements entered into by SCE's customers after September 20, 2001 were invalid.  Direct access arrangements
entered into prior to September 20, 2001 remain valid.  Direct access customers continue to be given an average
credit of 8.3(cent)per kWh, for the generation costs SCE saves by not serving them.  Operating revenue is reported
net of this credit.  See "Regulatory Matters--Direct Access Proceedings" discussion.

Amounts SCE bills and collects from its customers for electric power purchased and sold by CDWR to SCE's
customers (beginning January 17, 2001), CDWR bond-related costs (beginning November 15,


Page 15


2002) and direct access exit fees (beginning January 1, 2003) are remitted to CDWR and are not recognized as
revenue by SCE.  These amounts were $421 million and $845 million for the three- and six-month periods ended June
30, 2003, respectively, compared to $255 million and $596 million for the three- and six-month periods ended June
30, 2002, respectively.

<i><b>Operating Expenses</b></i>

Purchased-power expense increased for both the quarter and year-to-date ended June 30, 2003, compared to the same
periods in 2002, mainly due to higher expenses related to power purchased by SCE from qualifying facilities
(QFs), as discussed below, as well as higher expenses related to SCE's bilateral contracts and interutility
contracts.

Federal law and CPUC orders required SCE to enter into contracts to purchase power from QFs at CPUC-mandated
prices.  Energy payments to gas-fired QFs are generally tied to spot natural gas prices.  Effective May 2002,
energy payments for most renewable QFs were converted to a fixed price of 5.37(cent)per kWh, compared with an average
of 3.1(cent)per kWh during the period between January and April 2002.  During 2003, spot natural gas prices were
higher compared to the same period in 2002.  The 2003 increase in purchased-power expense related to SCE's
bilateral and interutility contracts was also due to the increase in spot natural gas prices, as well as an
increase in the number of bilateral contracts entered into during 2003.

Provisions for regulatory adjustment clauses - net increased for both the three- and six-month periods ended
June 30, 2003, compared to the same periods in 2002.  The three- and six-month period increases were mainly due to
SCE's reestablishment of regulatory assets related to its unamortized nuclear facilities, purchased-power
settlements and flow-through taxes recorded in 2002, partially offset by a decrease in overcollections used to
recover the PROACT balance resulting primarily from higher QF costs.  The six-month period ended June 30, 2003
increase was also partially offset by an allocation adjustment for CDWR energy purchases.

Other operating and maintenance expense decreased for the three-month period ended June 30, 2003 mainly due to
higher Independent System Operator (ISO) administrative costs during 2002.  Other operating and maintenance
expense increased during the six-month period ended June 30, 2003, as compared to the same period in 2002, mainly
due higher health-care costs, higher storm damage expenses, and higher spending on certain CPUC-authorized
programs, partially offset by lower ISO administrative costs.

Depreciation, decommissioning and amortization expense decreased during the second quarter of 2003, compared to
the same period in 2002, mainly due to a decrease in SCE's nuclear decommissioning expense, a decrease in
amortization due to the change in the amortization period of SCE's nuclear facilities based on the URG decision
received in the second quarter of 2002, partially offset by an increase in depreciation expense associated with
SCE's additions to transmission and distribution assets.

<i><b>Other Income and Deductions</b></i>

Interest and dividend income decreased for both the three- and six-month periods ended June 30, 2003, compared to
the same periods in 2002, mainly due to lower interest income from a lower PROACT balance.  The six-month period
decrease also reflects lower interest income from lower average cash balances and lower interest rates.

Other nonoperating income increased for both the three- and six-month periods ended June 30, 2003, compared to
the same periods in 2002.  The increases were mainly due to SCE's recognition of performance rewards related to
the Palo Verde Nuclear Generating Station (Palo Verde) approved by the CPUC during second quarter 2003.  The
six-month increase also reflects SCE's accrual of 2002


Page 16

performance-based ratemaking (PBR) revenue under the PBR sharing mechanism filed with the CPUC during first
quarter 2003.

Interest expense - net of amounts capitalized decreased for the six-month period ended June 30, 2003, compared to
the same period in 2002, primarily due to lower interest expense related to the suspension of payments for
purchased power during 2001 and early 2002.  These obligations were paid in March 2002.  In addition, the
decrease was due to lower interest expense resulting from lower short-term and long-term debt balances and lower
interest rates.

Other nonoperating deductions increased for the year-to-date period ended June 30, 2003, mainly due to accruals
for regulatory matters.

<i><b>Income Taxes</b></i>

Income taxes decreased for both the three- and six-month periods ended June 30, 2003, compared to the same
periods in 2002, primarily due to a decrease in pre-tax income, partially offset by a reduction in SCE's tax
expense in 2002 related to the income tax benefit associated with the reestablishment of generation-related
regulatory assets upon implementation of the URG decision.

SCE's composite federal and state statutory rate was approximately 40.5% for both periods presented.  The lower
effective tax rate of 39% and 37% realized in the three- and six-month periods, respectively, was primarily due
to state tax adjustments and offsetting property related flow-through taxes.

<b>FINANCIAL CONDITION</b>

<i><b>Cash Flows from Operating Activities</b></i>

Net cash provided by operating activities was $1.4 billion for the six-month period ended June 30, 2003 and $747
million for the same period in 2002.

The change in cash provided (used) by operating activities from continuing operations was mainly due to SCE's
March 2002 repayment of past-due obligations, partially offset by lower accrued interest and taxes in 2003 as
compared to 2002.  The change was also due to timing of cash receipts and disbursements related to working
capital items.

<i><b>Cash Flows from Financing Activities</b></i>

Net cash used by financing activities was $868 million for the six-month period ended June 30, 2003, and
$1.4 billion for the comparable period in 2002.

During the six-month period ended June 30, 2003, SCE repaid $300 million of a one-year term loan due March 3,
2003, and $300 million on its revolving line of credit, both of which were part of the $1.6 billion financing
that took place in the first quarter of 2002.  In addition, SCE repaid $125 million of its 6.25% first and
refunding mortgage bonds.

During the six-month period ended June 30, 2002, SCE repaid $531 million of commercial paper, $400 million of its
maturing principal on its senior unsecured notes, and remarketed $196 million of the $550 million of
pollution-control bonds repurchased during December 2000 and early 2001.  Also during the first quarter of 2002,
SCE replaced the $1.65 billion credit facility with a $1.6 billion financing and made a payment of $50 million to
retire the remainder of the $1.65 billion credit facility.


Page 17

<i><b>Cash Flows from Investing Activities</b></i>

Cash flows from investing activities are affected by additions to property and plant, primarily for transmission
and distribution assets, and funding of nuclear decommissioning trusts. Additions to SCE's property and plant for
the six-month period ended June 30, 2003, were approximately $540 million, primarily for transmission and
distribution assets.  Additions to SCE's property and plant for the comparable period in 2002 were approximately
$463 million, primarily for transmission and distribution assets.

<i><b>Liquidity Issues</b></i>

SCE expects to meet its continuing obligations in 2003 from cash and equivalents on hand and operating cash
flows.  SCE had $994 million in cash and equivalents as of June 30, 2003.

In January 2002, the CPUC adopted a resolution implementing a settlement agreement with SCE.  Based on the rights
to recover its past procurement-related costs, SCE repaid its undisputed past-due obligations and near-term debt
maturities in March 2002, using cash on hand resulting from the proceeds of the $1.6 billion credit facilities
and the remarketing of $196 million in pollution-control bonds.  The $1.6 billion credit facilities included a
$600 million, one-year term loan due on March 3, 2003.  SCE prepaid $300 million of this loan on August 14, 2002
and the remaining $300 million on February 11, 2003.  The $1.6 billion credit facilities also included a $300
million revolving line of credit with a March 2004 maturity and a $700 million term loan with a March 2005 final
maturity.  On April 16, 2003, SCE fully repaid the $300 million drawn under its revolving line of credit.  Under
the term loan, net-cash proceeds from the issuance of capital stock or new indebtedness must be used to reduce
the term loan subject to certain exceptions.

On February 24, 2003, SCE completed an exchange offer for its 8.95% variable rate notes due November 2003.  A
total of $966 million of these notes was exchanged for $966 million of a new series of first and refunding
mortgage bonds due February 2007.  As a result of the exchange offer, SCE's remaining significant debt maturity
in 2003 is $34 million, comprising of the 8.95% variable rate notes due November 2003 that were not exchanged.
In addition, approximately $131 million of rate reduction notes are due in the remainder of 2003.  These notes
have a separate cost recovery mechanism approved by state legislation and CPUC decisions.

SCE fully recovered the PROACT balance during July 2003.  As a result of recovering the PROACT balance, SCE
implemented a CPUC approved customer rate-reduction plan effective August 1, 2003.  The customer rate-reduction
plan reduces SCE's annual rates by $1.2 billion, but has no impact on earnings.  See "Regulatory Matters--Other
Regulatory Matters--Customer Rate-Reduction Plan" for further details.

As of June 30, 2003, SCE's common equity to total capitalization ratio, for rate-making purposes, was
approximately 64%.  The CPUC-authorized level is 48%.  SCE expects to rebalance its capital structure to
CPUC-authorized levels in the future by paying dividends to its parent, Edison International, and issuing debt as
necessary.  Factors that affect the amount and timing of such actions include, among other things, the outcome of
the pending appeal of the stipulated judgment approving SCE's settlement agreement with the CPUC (see "Regulatory
Matters--CPUC Litigation Settlement Agreement"), SCE's access to the capital markets and actions by the CPUC.

SCE resumed procurement of its residual net short (the amount of energy needed to serve SCE's customers from
sources other than its own generating plants, power purchase contracts and CDWR contracts) on January 1, 2003 and
as of June 30, 2003, has approximately $118 million posted as collateral to secure its obligations under power
purchase contracts and to transact through the ISO for imbalance power.


Page 18


SCE's liquidity may be affected by, among other things, matters described in "Regulatory Matters--CPUC Litigation
Settlement Agreement,--CDWR Power Purchases and Revenue Requirement Proceedings, and--Generation Procurement
Proceedings" sections.

<b>COMMITMENTS</b>

SCE's long-term debt maturities and sinking-fund requirements for the five twelve-month periods following June
30, 2003 are:  2004-- $281 million; 2005-- $1.3 billion; 2006-- $447 million; 2007-- $1.2 billion; and 2008--
$130 million.  These amounts have been updated to reflect the $966 million exchange offer that took place on
February 24, 2003.

SCE has entered into six transition-capacity contracts during 2003, which contain capacity payment provisions.
SCE's commitments under these contracts for the five twelve-month periods following June 30, 2003 are:  2004--
$68 million; 2005-- $69 million; 2006-- $69 million; 2007-- $70 million; and 2008-- $37 million.

<b>MARKET RISK EXPOSURES</b>

SCE's primary market risk exposures include interest rate risk, generating fuel, commodity price and volume risk
and credit risk.

<b>Interest Rate Risk</b>

SCE is exposed to changes in interest rates primarily as a result of its borrowing and investing activities used
for liquidity purposes and to fund business operations, as well as to finance capital expenditures.  The nature
and amount of SCE's long-term and short-term debt can be expected to vary as a result of future business
requirements, market conditions and other factors.  In addition, SCE's authorized return on common equity is set
based on forecasts of interest rates and other factors.

<b>Commodity Price and Volume Risk</b>

Under the CPUC settlement agreement, SCE was permitted full recovery of its past procurement-related costs.
During July 2003, SCE completed recovery of these costs.  Currently, SCE expects to recover its reasonable power
procurement costs in customer rates through regulatory mechanisms established by the CPUC.  Assembly Bill (AB)
57, which the Governor of California signed in September 2002, provides that the CPUC shall adjust rates, or
order refunds, to amortize undercollections or overcollections of power procurement costs.  Until January 1,
2006, the CPUC must adjust rates if the undercollection or overcollection exceeds 5% of SCE's prior year's
procurement costs, excluding revenue collected for CDWR.  As a result of these regulatory mechanisms, changes in
energy prices may impact SCE's cash flows but are not expected to have an impact on earnings.

On January 1, 2003, SCE resumed procurement of its residual net short.  SCE forecasts that its average 2003
residual net short, on an energy basis, will be approximately 4% of the total energy needed to serve SCE's
customers, with most of the short position occurring during off-peak hours and on weekends.  Factors that could
cause SCE's residual net short to be larger than expected include:  direct access customers returning to utility
service from their energy service provider; lower utility generation; lower deliveries from QFs, CDWR or
interutility contracts; and higher load requirements.

To reduce SCE's residual net short exposure, SCE entered into six transition capacity contracts with terms of up
to five years.  Through fuel tolling arrangements, SCE is responsible for providing natural gas when the
underlying contract facilities are called upon to provide energy.  SCE anticipates it will need to purchase
additional capacity and/or ancillary services to hedge its peak energy requirements.


Page 19


During 2004, SCE expects its residual net short to decline and its residual net long position to increase.  SCE's
growing residual net long position arises from expected increases in deliveries under CDWR contracts allocated to
SCE's customers.  In its 2004 procurement plan, under review by the CPUC, SCE has incorporated a price and volume
forecast from expected sales of residual net long power.  If actual prices or volumes vary from forecast, SCE's
cash flow would be impacted.  However, sales of residual power do not affect SCE's earnings.

Pursuant to CPUC decisions, SCE arranges for natural gas and related services for CDWR contracts allocated by the
CPUC to SCE.  Financial and legal responsibility for the allocated contracts remains with CDWR.  CDWR, through
the coordination of SCE, has hedged a portion of its expected natural gas requirements for certain contracts
allocated to SCE.  To the extent the price of natural gas were to increase above the levels assumed for cost
recovery purposes, state law permits CDWR to recover its actual costs through rates established by the CPUC.

SCE purchases power from QFs CPUC state-mandated contracts.  The contract energy price for most non-renewable QFs
is tied to the southern California border price of natural gas established on a monthly basis.  During 2003, SCE
substantially hedged the risk of increasing natural gas prices.  In its 2004 procurement plan, SCE has requested
CPUC authority to hedge its QF natural gas price risk.  A decision on SCE's procurement plan is not expected
until late 2003.

<b>Credit Risks</b>

Credit risk arises primarily due to the chance that a counterparty will not perform as agreed under various
purchase and sale contracts or pay SCE for energy products delivered.  SCE uses a variety of techniques to
mitigate its exposure to credit risk.  These include restricting unsecured exposures to highly rated entities and
securing collateral from all others whenever possible.  Such collateral may take many forms including cash from
the counterparty itself, payment guarantees or letters of credit from highly rated entities, and making purchases
from the counterparty which act to offset sales.  SCE has established a risk management committee which regularly
reviews procurement credit exposure and approves credit limits for transacting with counterparties.  Despite
these efforts, there can be no assurance that SCE's actions to mitigate credit risk will be wholly successful or
that collateral pledged will be adequate.  SCE believes that any losses which may occur, despite prudent credit
management practices, should be fully recoverable from ratepayers if SCE follows the credit limits established in
its CPUC-approved procurement plan.

<b>REGULATORY MATTERS</b>

This section of MD&amp;A presents updates to regulatory matters using three main subsections:  generation and power
procurement, transmission and distribution, and other regulatory matters.

<i><b>Generation and Power Procurement</b></i>

<b>CPUC Litigation Settlement Agreement</b>

In 2001, SCE and the CPUC entered into a settlement of SCE's lawsuit against the CPUC, which sought a ruling that
SCE is entitled to full recovery of its past procurement-related costs.  A key element of the settlement
agreement was the establishment of a $3.6 billion regulatory balancing account called the PROACT as of August 31,
2001.  Other provisions of the settlement agreement are described in the "CPUC Litigation Settlement Agreement"
disclosure in the year-ended 2002 MD&amp;A.  TURN, a consumer advocacy group, and other parties appealed to the
federal court of appeals seeking to overturn the stipulated judgment of the district court that approved the
settlement agreement.  On March 4, 2002, the United States Court of Appeals for the Ninth Circuit heard argument
on the appeal, and on


Page 20


September 23, 2002 the court issued its opinion.  In its opinion, the federal court of appeals affirmed the
district court on all claims, with the exception of the challenges founded upon California state law, which the
appeals court referred to the California Supreme Court.  In sum, the appeals court concluded that none of the
substantive arguments based on federal statutory or constitutional law compelled reversal of the district court's
approval of the stipulated judgment.

However, the appeals court stated in its opinion that there is a serious question whether the settlement
agreement violated state law, both in substance and in the procedure by which the CPUC agreed to it.  The appeals
court added that if the settlement agreement violated state law, the CPUC lacked capacity to consent to the
stipulated judgment, and the stipulated judgment would need to be vacated.  The appeals court indicated that, on
a substantive level, the stipulated judgment appears to violate California's electric industry restructuring
statute providing for a rate freeze.  The appeals court also indicated that, on a procedural level, the
stipulated judgment appears to violate California laws requiring open meetings and public hearings.  Because
federal courts are bound by the pronouncements of the state's highest court on applicable state law, and because
the federal appeals court found no controlling precedents from California courts on the issues of state law in
this case, the appeals court issued a separate order certifying those issues in question form to the California
Supreme Court and requested that the California Supreme Court accept certification.

The California Supreme Court accepted the certification, reformulated one of the certified questions as SCE had
requested, and set a briefing schedule.  After the completion of the filing of briefs by the respective parties,
including supplemental briefs at the request of the California Supreme Court about an issue related to
California's open meeting laws, the parties made oral arguments before the California Supreme Court at a hearing
on May 27, 2003.  SCE expects the California Supreme Court to issue its decision on the certified questions of
state law by August 25, 2003.  Once the California Supreme Court issues its decision on the certified questions,
the matter will return to the Ninth Circuit for final disposition.  In the meantime, the case is stayed in the
federal appellate court.  SCE continues to operate under the settlement agreement.  SCE continues to believe it
is probable that SCE's ultimate recovery of its past procurement costs through regulatory mechanisms, including
the PROACT, will be validated.  However, SCE cannot predict with certainty the outcome of the pending legal
proceedings.

<B>PROACT Regulatory Asset</B>

In accordance with the settlement agreement and an implementing resolution adopted by the CPUC, in the fourth
quarter of 2001, SCE established the PROACT regulatory balancing account, with an initial balance of
approximately $3.6 billion reflecting the net amount of past procurement-related liabilities to be recovered by
SCE.  Each month, SCE applied to the PROACT the positive or negative difference between SCE's revenue from retail
electric rates (including surcharges) and the costs that SCE is authorized by the CPUC to recover in retail
electric rates.  The balance in the PROACT regulatory balancing account was $574 million at December 31, 2002 and
$84 million at June 30, 2003.  At July 31, 2003, the PROACT regulatory balancing account was overcollected by
$148 million.

Under a settlement described in the "--Customer Rate-Reduction Plan," on July 15, 2003, SCE filed with the CPUC to
inform it of the forecast recovery of the PROACT balance in July 2003, to implement post-PROACT rate levels and
rate-making mechanisms effective August 1, 2003, and to transfer the PROACT overcollection to a new energy
resource recovery account (ERRA) regulatory balancing account on August 1, 2003.  No other party filed protests
to SCE's filing within the required time and SCE expects approval of its filing by the CPUC.

<B>CDWR Power Purchases and Revenue Requirement Proceedings</B>

In accordance with an emergency order signed by the governor, CDWR began making emergency power purchases for
SCE's customers on January 17, 2001.  Amounts SCE bills to and collects from its


Page 21


customers for electric power purchased and sold by CDWR are remitted directly to CDWR and are not recognized as
revenue by SCE.  In February 2001, AB 1X (First Extraordinary Session, AB 1X) was enacted into law.  AB 1X
authorized CDWR to enter into contracts to purchase electric power and sell power at cost directly to SCE's
retail customers, and authorized CDWR to issue bonds to finance electricity purchases.  In addition, the CPUC is
responsible for allocating CDWR's revenue requirement among the customers of SCE, PG&amp;E and SDG&amp;E.

As discussed in the "CDWR Power Purchases and Revenue Requirement Proceedings" disclosure in the year-ended 2002
MD&amp;A, the CPUC allocated to SCE's customers:  $3.5 billion of total power procurement revenue requirement of $9
billion for 2001 and 2002; $331 million of the 2003 bond charge revenue requirement of $745 million; and
approximately $1.9 billion of the total 2003 power procurement revenue requirement of $4.3 billion.  On July 1,
2003, CDWR submitted the supplemental determination of its 2003 power procurement revenue requirement to the
CPUC, reducing that revenue requirement by $1 billion, to $3.3 billion.  SCE's customers' share of this reduction
is approximately $420 million if it is allocated by the CPUC in the same proportion that CDWR's original 2003
power procurement revenue requirement was allocated to them.  SCE has requested that this $420 million be
retained by CDWR or, alternatively, used by SCE to partially offset an anticipated increase in CDWR's 2004 power
charge to SCE's customers.  In September 2003, the CPUC is expected to issue a decision allocating the
supplemental determination among the investor-owned utilities.

In July 2003, CDWR released its proposed revenue requirement for 2004 that, if adopted, would establish a total
power procurement revenue requirement of $5.47 billion statewide, which includes a power charge of $4.65 billion
and a bond charge of $820 million.  Comments on the proposed 2004 revenue requirement are due on August 14,
2003.  Once CDWR adopts the 2004 revenue requirement, it will be submitted to the CPUC, which will allocate the
revenue requirement among the investor-owned utilities.  Any increase or decrease in CDWR's bond and power
charges will be directly passed through to SCE's customers.  The CPUC has not yet ruled on issues relating to the
true-up of CDWR's 2001-2002 revenue requirement and the allocation to each utility.

<b>Direct Access Proceedings</b>

<u>Direct Access - Historical Procurement Charge</u>

From 1998 through mid-September 2001, SCE's customers were able to choose to purchase power directly from an
energy service provider other than SCE (thus becoming direct access customers) or continue to purchase power from
SCE (customers who continue to purchase power from SCE are referred to as bundled service customers).  On
March 21, 2002, in accordance with existing legislation directing the CPUC to select a date for the suspension of
the right of customers to purchase power from other energy service providers, the CPUC issued a final decision
affirming that new direct access arrangements entered into by SCE's customers after September 20, 2001 are
invalid.  This decision did not affect direct access arrangements in place before that date.  Direct access
customers receive a credit for the generation costs SCE saves by not serving them.  Operating revenue is reported
net of this credit.  Because of this credit, direct access power purchases resulted in additional undercollected
power procurement costs to SCE during 2000 and 2001.  On July 17, 2002, the CPUC issued an interim decision to
establish a nonbypassable historical procurement charge requiring direct access customers to pay $391 million of
SCE's past power procurement costs.  In a recent proposed decision, a CPUC administrative law judge (ALJ) approved a
petition for modification of the interim decision filed by SCE raising direct access customers' responsibility to
$473 million.  The CPUC could adopt or reject this proposed decision in its final opinion.  Several parties filed
petitions for review of the interim decision with the California Supreme Court.  SCE has filed responses to the
petitions, but cannot predict with certainty the outcome of the petitions before the California Supreme Court.


Page 22

The historical procurement charge was initially set at 2.7(cent)per kWh, effective July 27, 2002.  Subsequently, the
CPUC implemented an order establishing a surcharge for direct access customers' share of CDWR's costs, as
discussed in the paragraph below.  Once that surcharge was implemented on January 1, 2003, the contribution by
direct access customers to the historical procurement charge was reduced from 2.7(cent)per kWh to 1(cent)per kWh for the
collection of the $391 million, with the remainder of the 2.7(cent)per kWh utilized for CDWR's costs associated with
direct access customers.  Historical procurement charges recovered from direct access customers are used to
reduce SCE's generation rates to bundled service customers and have no impact on SCE's earnings.

<u>Direct Access - Exit Fees</u>

On November 7, 2002, the CPUC issued a decision assigning responsibility for a portion of energy crisis related
costs to direct access customers.  The first category consists of CDWR's power procurement costs incurred between
January 17, 2001 and September 30, 2001.  CDWR sold approximately $11 billion in bonds in fourth quarter 2002 to
finance a portion of the costs incurred during the California energy crisis.  The CPUC decision stated that
direct access customers were responsible for paying a portion of CDWR bond charge to recover the principal and
financing costs associated with these bonds.  The second category relates to CDWR's power procurement costs for
the fourth quarter of 2001 and the year 2002.  The CPUC stated that direct access customers must pay a share of
these costs to make bundled service customers indifferent to suspension by the CPUC of the direct access program
on September 20, 2001.  The third category includes CDWR long-term contract costs for 2003 and beyond.  The CPUC
decision stated that a portion of these costs must be paid by direct access customers to keep bundled service
customers indifferent to the later suspension of direct access on the premise that CDWR signed some of its
long-term contracts with the expectation of serving the load that switched to direct access after July 1, 2001.
Finally, the last category relates to the above-market costs of SCE's utility retained generation (e.g., QFs
contract costs) that in accordance with AB 1890 are to be recovered from all customers on an ongoing basis.  The
CPUC decision stated that:  (1) the bond charge is applicable to all direct access customers except those who
were continuously on direct access and never used any CDWR power (less than 1% of SCE's load); (2) the next two
categories of costs are applicable to direct access customers who took bundled service at any time after
February 1, 2001; and (3) the last category is applicable to all direct access customers, including continuous
direct access customers.

On July 10, 2003, the CPUC issued a decision establishing a 2.7(cent)per kWh cap on the amount of exit fees to be
paid by direct access customers.  The exact amount of exit fees to be paid by direct access customers will be
determined on an annual basis after CDWR submits its requested revenue requirement to the CPUC.  On July 10,
2003, the CPUC ordered the imposition of exit fees (the Cost Responsibility Surcharges, or CRS) on so-called
"Municipal Departing Load," consumers who depart investor-owned utility service in favor of taking service from a
publicly-owned utility.  That decision states that consumers switching to municipal service after February 1,
2001 will be responsible for paying CRS fees.  The exact amount of the CRS obligation to be paid by direct access
customers will be determined by the end of 2003.  Certain other parties have filed applications for rehearing of
this decision.  See "--CDWR Power Purchases and Revenue Requirement Proceedings" for further discussion.

On April 3, 2003, in a separate decision, the CPUC adopted similar exit fees for customers who install onsite
generation facilities or arrange to purchase power from another entity that installs generation facilities on or
adjacent to their property.  In its decision, the CPUC established three categories of customer generation.  Each
category has varying exit fee responsibilities ranging from full exemption from the exit fees to full obligation
for all exit fees provided that the amount of customer generation installed statewide does not exceed CDWR's
forecast of customer generation it used when negotiating the long-term power contracts.  The CPUC set an absolute
cap of 3,000 MW on eligible customer generation departing load through the life of CDWR's long-term contracts.
On April 17, 2003, SCE filed


Page 23

proposed tariff changes necessary to comply with the April 3, 2003 decision.  The CPUC has not yet approved the
utilities' tariffs implementing the customer generation departing load exit fees.

<u>Direct Access - Switching Exemptions</u>

On May 8, 2003, the CPUC issued a decision establishing an exception to its March 21, 2002 decision (as discussed
in "--Historical Procurement Charge" section above) prohibiting new direct access arrangements after September 20,
2001.  This exception, referred to as the "switching exemptions," permits direct access customers with a
pre-September 20, 2001 contract with an energy service provider to switch back and forth between bundled service
and direct access.  In its May 8, 2003 decision, the CPUC adopted three specific exemptions:

o    A "grandfathering" exemption that permits customers with pre-September 20, 2001 direct access contracts
     who have already returned to bundled utility service subsequent to September 20, 2001 to return to direct
     access during a 45-day transition period;

o    A "safe harbor" exemption, under which direct access customers may return to bundled service on a
     transitional basis while switching energy service providers.  While in the safe harbor, these customers must
     pay all incremental short-term power costs incurred on their behalf and the applicable direct access exit
     fees; and

o    A third exemption allows direct access customers who have returned to bundled service for a minimum
     three-year period to thereafter depart again to acquire direct access service.

Direct access customers returning to bundled service for other than transition purposes must provide a six-month
advance notice and remain on bundled service for a minimum term of three years.  Similarly, if a customer intends
to return to direct access after satisfying its three-year minimum stay on bundled service, it must provide
six-months advance notice.  Direct access customers returning to bundled service remain responsible for their
share of direct access exit fees.

On June 23, 2003, SCE filed proposed tariff changes necessary to comply with the May 8, 2003 decision.  Direct
access customers will continue to operate under current direct access provisions until the CPUC approves the
tariff changes, which is anticipated to occur in November 2003.

On July 9, 2003, SCE filed a petition with the California Supreme Court contending that the CPUC's May 8, 2003
decision is inconsistent with the state law which suspended the right of retail customers to acquire direct
access after the CPUC-determined date for suspension (September 20, 2001).  TURN has also filed a petition with
the California Supreme Court raising similar arguments.

<b>Temporary Surcharge</b>

As discussed in the "Surcharge Decisions" disclosure in the year-ended 2002 MD&amp;A, the CPUC allowed a continuation
of a 0.6(cent)-per-kWh temporary surcharge that was scheduled to terminate in June 2002 and required SCE to track the
associated revenue in a balancing account for rate-making purposes, until the CPUC determined the use of the
surcharge.  A December 17, 2002 CPUC decision authorized SCE to use the revenue associated with the surcharge to
partially offset its  higher 2003 revenue requirement.  For financial reporting purposes, $187 million of
surcharge revenue, billed in the last six months of 2002, was credited to a regulatory liability account until it
could be used to offset SCE's higher 2003 procurement revenue requirement.  This account was partially amortized
into revenue through July 31, 2003, with the remaining balance of $37 million transferred to the ERRA balancing
account as of August 1, 2003.


Page 24


<b>Hedging Cost Recovery Decision</b>

Pursuant to its authority mentioned in "--CPUC Litigation Settlement Agreement," SCE purchased $209 million in
hedging instruments (gas call options) in late 2001 to hedge a majority of its natural gas price exposure
associated with QF contracts for 2002 and 2003.  A February 13, 2003 CPUC decision allowed SCE to transfer the
entire $209 million into the PROACT regulatory asset during first quarter 2003.

<b>Generation Procurement Proceedings</b>

The CPUC's Order Instituting Rulemaking, issued in October 2001, establishes the policies and mechanisms
necessary for SCE and the other major California electric utilities to resume power procurement as of January 1,
2003.  In 2002, the CPUC issued four decisions:  (1) on August 22, 2002, regarding transitional procurement
contracts; (2) on September 19, 2002, regarding the allocation of contracts previously entered into by CDWR among
the three major California utilities; (3) on October 24, 2002, for the resumption of power procurement activities
by these utilities on January 1, 2003, and adoption of a regulatory framework for such activities which includes
establishment of the ERRA regulatory balancing account to track fuel and purchased power authorized revenue
requirements against actual costs; and (4) on December 19, 2002, concerning SCE's short-term procurement plan for
2003.  See the "Regulatory Matters--Generation Procurement Proceedings" in the year-ended 2002 MD&amp;A for detailed
discussion of these matters.  The CPUC recently issued five decisions on numerous applications for rehearing and
petitions for modifications filed on those decisions.  The five decisions clarify some of the guidelines for
procuring power and provide mechanisms for a more objective determination of the reasonableness of procurement
costs for transactions outside an approved procurement plan, including the establishment of a precise amount
($37 million) on the annual maximum disallowance risk exposure for contract administration and least cost
dispatch.

California law and CPUC decisions provide for SCE to recover its reasonably incurred power procurement costs in
customer rates.  A California statute adopted in 2002 allows SCE to recover reasonable procurement costs
recovered in compliance with an approved procurement plan.  As discussed above, the CPUC determined that SCE's
maximum disallowance risk exposure for contract administration, including administration of allocated CDWR
contracts, and least cost dispatch is $37 million.  Power purchases and sales not in compliance with the approved
procurement plan are subject to an expedited reasonableness review, and are not included in the disallowance cap
of $37 million.

On December 24, 2002 and January 14, 2003, SCE filed advice letters seeking CPUC approval of six renewable
contracts provisionally entered into by SCE pursuant to the August 22, 2002 decision on transitional procurement
contracts.  The CPUC approved five of the six contracts.  The sixth contract, which has not yet been approved,
will automatically terminate unless the time for obtaining CPUC approval is extended.

In accordance with the CPUC's October 24, 2002 decision, SCE filed its long-term resource plan on April 15,
2003.  SCE's long-term resource plan included both a preferred plan and an interim plan.  The preferred plan
contains long-term commitments that will encourage investment in new generation and transmission infrastructure,
increase long-term reliability and decrease price volatility.  These commitments include:

o    a significant increase in cost-effective energy efficiency and demand-response investments;

o    renewable contracts that will meet or exceed the requirements of the Renewable Portfolio Standard (RPS),
     (see below);


Page 25

o    a substantial increment of new utility and third-party owned generation resources; and

o    at least two new major transmission projects that will provide the state of California access to a
     diverse set of generating resources and help facilitate a more competitive wholesale market.

The interim plan, by contrast, relies exclusively on new short- and medium-term contracts with no long-term
resource commitments (except for new renewable contracts).  In its CPUC filing, SCE maintained that
implementation of its preferred plan requires resolution of various issues including:  (1) stabilizing SCE's
customer base; (2) restoring SCE's investment-grade creditworthiness; (3) restructuring regulations regarding
energy efficiency and demand-response programs; (4) removing barriers to transmission development; (5) modifying
prior decisions, which impede long-term procurement; and (6) adopting a commercially realistic cost-recovery
framework that will enable utilities to obtain financing and enable contracting for new generation.

In accordance with the CPUC's October 24, 2002 decision, SCE filed its short-term resource plan on May 15, 2003.
The purpose of the short-term resource plan is to set defined boundaries for per se reasonable transactions.  It
incorporates elements required by recent California legislation and CPUC decisions.  The short-term plan is
designed so that the following types of transactions are deemed reasonable:

o    procurement of electrical energy to meet a residual net short requirement;

o    sales of surplus electrical energy to eliminate any residual net long position;

o    procurement of additional electrical capacity to meet the combination of SCE's peak-bundled load plus
     the ISO's requirement for ancillary services;

o    gas procurement for non-QFs generating resources under contract to SCE (including gas procurement for
     new tolling contracts that are needed, but have yet to be obtained);

o    transactions to hedge the risk of energy payments to QFs which are tied to the price of natural gas;

o    procurement of services, such as electric transmission, gas transportation, and gas-storage services,
     which are required to support the foregoing transactions; and

o    any other energy sales transactions that become necessary when surplus conditions arise.

Hearings on the short-term plan and certain key issues in the long-term plan commenced on July 21, 2003.  A
decision is expected before the end of the year.

<u>Procurement of Renewable Resources</u>

As described in the year-ended 2002 MD&amp;A, Senate Bill (SB) 1078 was signed into law in September 2002 and
provides for SCE and other California utilities to increase their procurement of renewable resources.  Pursuant
to a ruling of the CPUC's assigned ALJ, issues related to implementation of RPS issues in SB 1078
are being determined on a separate, expedited schedule.  Testimony on the implementation of SB 1078
was filed and hearings were held in April 2003.  On June 23, 2003, the CPUC issued its preliminary decision on
RPS issues.  The decision addressed implementation of various facets of SB 1078, including preliminary rules for
adopting a market price of electricity, against which bids in solicitations for renewable power are to be judged;
preliminary criteria for the rank ordering and selection of "least-cost" and "best-fit" renewable resources;
preliminary rules for "flexible compliance" with RPS procurement targets, and the adoption of standard terms and


Page 26


conditions for contracts to be entered into as part of the RPS process.  The preliminary decision provides that
the parties will initially be given an opportunity, through workshops to be arranged by the CPUC and California
Energy Commission staff to agree on standard contract terms.  With respect to compliance with procurement
targets, the CPUC preliminarily determined that up-front, automatic penalties in the amount of 5(cent)per kWh for
every kWh that falls below each utility's annual targets (subject to exceptions set forth in the decision), with
an annual penalty cap of $25 million, would be assessed against utilities that fail to comply with procurement
targets.  The decision provides that noncreditworthy utilities are exempt from procurement, but that procurement
targets for such entities will nevertheless accrue during periods of noncreditworthiness and must be achieved,
subject to the flexible compliance rules, if and when the utility becomes creditworthy.  The decision
contemplates additional proceedings in which the preliminary RPS implementation rules will be further developed.
On July 23, 2003, SCE applied for rehearing of the CPUC's June 23, 2003 decision, on the grounds, among others,
that the imposition of up-front, automatic penalties is contrary to legislative intent and deprives SCE of due
process, that the CPUC violated the RPS statute and federal law in establishing a capacity price for non-firm
products and that the CPUC proposed methodology for determining the market price of electricity effectively
excludes broker quotes and other recognized sources of market price information.  If, within sixty days, the CPUC
either denies or fails to act on the application, SCE can seek review of the underlying decision in the
California Court of Appeal.

<u>CDWR Contracts</u>

On December 19, 2002, the CPUC adopted an operating order under which SCE, PG&amp;E and SDG&amp;E perform the
operational, dispatch, and administrative functions for CDWR's long-term power purchase contracts, beginning
January 1, 2003.  The operating order sets forth the terms and conditions under which the three utility companies
administer CDWR contracts and requires the utility companies to dispatch all the generating assets within their
portfolios on a least-cost basis for the benefit of their ratepayers.  PG&amp;E and SDG&amp;E filed an emergency motion
in which they sought to substitute their negotiated operating agreements with CDWR for the CPUC's operating
order.  In March 2003, the CPUC approved the negotiated operating agreements with CDWR submitted by PG&amp;E and
SDG&amp;E, subject to certain modifications.  Those modifications included eliminating provisions which would permit
termination of the agreements by the utilities, a provision which would permit additional guidance from CDWR as
to the performance of the utilities' obligations, a provision which would permit the direct collection from CDWR
of fees for administering CDWR contracts and certain other provisions that permit CDWR to direct the actions of
the utilities under the contracts.  The decision also required SCE, PG&amp;E and SDG&amp;E to file gas supply plans for
the purchase of natural gas for CDWR contracts allocated to the utilities by April 17, 2003, and subsequent plans
every six months thereafter for the term of the operating order.  SCE's gas supply plan was filed on April 18,
2003.

The CPUC also approved amendments to the servicing agreements between the utilities and CDWR relating to
transmission, distribution, billing, and collection services for CDWR's purchased power.  The servicing order
issued by the CPUC identifies the formulas and mechanisms to be used by SCE to remit to CDWR the revenue
collected from SCE's customers for their use of energy from CDWR contracts that have been allocated to SCE.

<b>Mohave Generating Station Proceeding</b>

As discussed in the "Mohave Generating Station Proceeding" disclosure in the year-ended 2002 MD&amp;A, on May 17,
2002, SCE filed with the CPUC an application to address certain issues (mainly coal and slurry-water supply
issues) facing the future extended operation of Mohave.  The uncertainty over a post-2005 coal and water supply
has prevented SCE and other Mohave co-owners from starting to make approximately $1.1 billion (SCE's share is
$605 million) of Mohave-related investments if Mohave's operations are to be extended past 2005.  The CPUC issued
a ruling on January 7, 2003 requesting further written testimony on specified issues related to Mohave and its
coal and slurry-water supply


Page 27


issues to determine whether it is in the public interest to extend Mohave operations post 2005.  SCE submitted
supplemental testimony on January 30, 2003 stating, among other things, that the currently available information
is not sufficient for the CPUC to make such a determination at this time.

Several further rounds of testimony and other filings have been submitted in 2003 by SCE and the other parties in
the proceeding, most recently on July 1, 2003.  The Navajo Nation and Hopi Tribe and the coal mining company,
Peabody Western Coal Company, currently take the position that the CPUC should, among other things, require SCE
to fund a study of a possible alternative water supply, and require SCE to commence a CPUC proceeding for
authorization of the Mohave pollution controls and other plant investments.  Certain other parties have taken the
position that SCE should be authorized to prepare for a year-end 2005 shutdown of Mohave.  To date there has been
no substantive decision by the CPUC, and it is possible that further written filings or hearings will be
required.  Negotiations also have continued among the relevant parties in an effort to resolve the coal and water
supply issues, so far without any resolution.

<i><b>Transmission and Distribution</b></i>

<b>2003 General Rate Case Proceeding</b>

On May 3, 2002, SCE filed its formal application for the 2003 General Rate Case (GRC), requesting an increase of
$286 million over currently authorized revenue.  The requested revenue increase is primarily related to capital
additions, updated depreciation costs and projected increases in pension and benefit expenses.  In October 2002,
the CPUC's Office of Ratepayer Advocates issued its testimony and recommended a $172 million decrease in SCE's
current base rates, some $458 million below SCE's GRC request.  Several other intervenors have also proposed
further reductions to SCE's request or have made other substantive proposals regarding SCE's operations.
Evidentiary hearings were concluded in March 2003, and opening briefs and reply briefs have been filed.  During
the course of this GRC, SCE has agreed to a series of revisions to its request that would reduce its GRC increase
to $251 million, if authorized by the CPUC.  SCE's 2004 request is an increase of $137 million over the 2003 GRC
request; however, it results in an overall non-fuel revenue reduction of $54 million, primarily due to the
expiration of the eight-year San Onofre incremental cost incentive pricing mechanism and the return of its
incremental costs to conventional cost-of-service rate-making on January 1, 2004.  SCE's GRC filing also requests
an $85 million increase in revenue in 2005.  The expiration of the incremental cost incentive pricing mechanism
on December 31, 2003, is expected to decrease SCE's 2004 earnings by approximately $100 million.  A final
decision on Phase 1 issues is expected in the fourth quarter of 2003.

After SCE filed its application, the CPUC's Office of Ratepayer Advocates requested and was granted a three-month
extension to submit its testimony.  This had the effect of deferring the other procedural milestones by three
months, including the expected date for a final decision.  In response to the extension of the proceeding
schedule, SCE filed a motion requesting authorization to establish an account tracking SCE's requested revenue
requirement during the period between May 22, 2003 (the date a final decision would have been rendered under the
CPUC's Rate Case Plan) and the date a final decision is adopted.  The amounts tracked in the memorandum account
would be subject to recovery or refund depending on the final outcome of the proceeding.  On May 22, 2003, the
CPUC approved SCE's request to establish a memorandum account; accordingly the final revenue requirement approved
in the final decision will be effective May 22, 2003.

Phase 2 of the GRC proceeding will address revenue allocation and rate design issues.  Hearings on this phase are
scheduled to begin in October 2003.

As part of the response to the September 11, 2001 terrorist attacks, on April 29, 2003, the Nuclear Regulatory
Commission issued further orders applicable to all commercial nuclear plant operators (including SCE's San
Onofre) regarding security Design Basis Threat (DBT), work hour rules for


Page 28


security personnel and training and fitness requirements for security personnel.  SCE estimates additional
capital expenditures of approximately $50 million to meet the revised DBT requirements.  Because most of these
expenditures fall outside test year 2003, but will be incurred during the three-year GRC cycle, on July 15, 2003,
SCE requested that the CPUC open a third phase of the GRC to consider SCE's request to track these
nuclear-related costs in a memorandum account effective January 1, 2004, for future cost recovery in 2005.

<b>Cost of Capital Filing</b>

SCE's annual cost of capital applications with the CPUC are required to be filed by May 8 of each year, with
decisions rendered in such proceedings becoming effective January 1 of the following year.  On April 1, 2003, SCE
filed a petition with the CPUC seeking to eliminate the 2004 proceeding.  This would result in SCE's 2003 cost of
capital decision, issued on November 7, 2002, remaining in effect throughout 2004.  The CPUC has granted a
temporary extension of SCE's filing deadline to September 8, 2003 while it considers SCE's request.  On April 24,
2003, the CPUC's Office of Ratepayer Advocates filed a response to SCE's petition supporting SCE's request for
eliminating the 2004 proceeding.  The CPUC has issued two draft decisions on this matter.  One decision would
approve SCE's request to defer the 2004 cost of capital proceeding and maintain its return on equity at its
current 11.6% level.  The other would deny SCE's petition and order it to file an application to set its 2004
cost of capital.  A final CPUC decision on this matter is expected in the third quarter of 2003.

<b>Electric Line Maintenance Practices Proceeding</b>

In August 2001, the CPUC issued an Order Instituting Investigation (OII) regarding SCE's overhead and underground
electric line maintenance practices.  The order was based on a report issued by the CPUC's Consumer Protection
and Safety Division (CPSD), which alleged a pattern of noncompliance with the CPUC's general orders for the
maintenance of electric lines over the period 1998-2000.  The order also alleged that noncompliant conditions
were involved in 37 accidents resulting in death, serious injury or property damage.  The CPSD identified 4,817
alleged violations of the general orders during the three-year period; and the order put SCE on notice that it
could be subject to a penalty of between $500 and $20,000 for each violation or accident.  In its opening brief
on October 21, 2002, the CPSD recommended that SCE be assessed a penalty of $97 million.

On June 19, 2003, a CPUC ALJ issued a presiding officer's decision (POD) fining SCE $576,000 for alleged
violations involving death, injury or property damage, failure to identify unsafe conditions or exceeding
required inspection intervals.  The POD imposes no fines for over 98% of the alleged violations and does not find
that any of the alleged violations compromised the integrity or safety of SCE's electric system or were excessive
compared to other utilities.  The POD orders SCE to consult with the CPSD and refine SCE's maintenance priority
system consistent with the discussion in the POD.  On July 21, 2003, SCE filed an appeal opposing the POD's
interpretation that all general order non-conformances are violations subject to potential penalty.  The CPSD
also filed an appeal, challenging the fact that the POD did not, in fact, penalize SCE for the 4,721 violations
alleged by CPSD in the OII.  SCE, PG&amp;E, SDG&amp;E and the California Cable and Telecommunications Association filed
responses challenging the CPSD's appeal.  The CPSD filed a response objecting to the intervention and appeals of
PG&amp;E, SDG&amp;E and the California Cable and Telecommunications Association.

<b>Transmission Rate Case</b>

In July 2000, the FERC issued a decision in SCE's 1998 transmission rate case in which it ordered a reduction of
approximately $38 million to SCE's requested annual transmission revenue requirement of $213 million.
Approximately $24 million of the ordered reduction was associated with the FERC's rejection of SCE's proposed
method for allocating overhead costs to transmission operations.  In August 2000, SCE filed for rehearing of the
FERC decision, asking for reconsideration of its decision, assuming


Page 29


that the CPUC does not allow SCE to recover the $24 million in CPUC jurisdictional rates.  SCE continued to
collect the $24 million annually in FERC rates subject to refund until new transmission rates became effective on
September 1, 2002.  In February 2001, SCE filed with the CPUC a request to recover in CPUC rates the overhead
costs not permitted in FERC rates (amounting to $119 million as of June 30, 2003).  On May 6, 2003, the assigned
CPUC ALJ issued a proposed decision rejecting the request.  SCE filed comments challenging the proposed decision
on the grounds that the costs at issue were already found to be reasonable by the CPUC in SCE's 1995 general rate
case, and SCE is being denied the recovery of these costs solely due to different methodologies employed by the
CPUC and the FERC for allocation of overhead costs which are not directly assignable to the transmission and
distribution functions.  On August 7, 2003, a CPUC commissioner issued an alternate decision approving SCE's
request to recover the overhead costs.  Comments are due on the alternate draft decision on August 14, 2003, with
reply comments due August 18, 2003.  A final CPUC decision on this matter is expected in the third quarter of
2003.

<b>Wholesale Electricity and Gas Markets</b>

In response to a consolidated proceeding related to the justness and reasonableness of rates charged by sellers
in the California Power Exchange and ISO markets as described in the "Regulatory Matters--Wholesale Electricity
Markets" disclosure in the year-ended 2002 MD&amp;A, the FERC issued orders that initiated procedures for determining
additional refunds arising from market manipulation by energy suppliers.  A FERC staff report issued on March 26,
2003, found that there was pervasive gaming and market manipulation of the electric and gas markets in California
and in the west coast and also described many of the techniques and effects of electric and gas market
manipulation.  In a March 26, 2003 order, clarified on April 22, 2003, the FERC adopted a recommendation of the
FERC staff's final report to modify the ALJ's initial decision of December 12, 2002 to reflect the fact that the
gas indices used in the market manipulation formula overstated the cost of gas used to generate electricity. SCE,
as a member of the California parties, sought rehearing of the March 26 and April 22 orders.  On June 25, 2003,
the FERC issued two sets of enforcement orders.  The first set orders 54 entities, including SCE, to show cause
concerning gaming or anomalous market behavior during the period January 1, 2001 to June 20, 2001.  The second
set orders 25 entities to show cause concerning gaming and anomalous market behavior in concert with Enron
entities.  Under both sets of orders, the remedy for tariff violations will be the disgorgement of unjust profits
and possibly other non-monetary remedies.  On June 25, 2003, the FERC also opened a new investigation into
anomalous bidding behavior during the period May 1, 2000 to October 2, 2000, focused primarily on economic
withholding by bidding above $250/MWh with disgorgement of profits as the possible penalty.  SCE cannot, at this
time, determine the timing or amount of any potential refunds.  Under the settlement agreement with the CPUC, 90%
of any refunds will be given to ratepayers and 10% would be given to shareholders.  The CPUC issued an order
instituting rulemaking on July 10, 2003, to account for the consideration received by regulated gas and electric
utilities under a settlement with El Paso Natural Gas Company, et al.  Under the terms of the rulemaking, SCE
will refund amounts (net of legal and consulting costs) through its ERRA balancing account as they are received
from El Paso under the terms of the settlement.  In addition, amounts El Paso refunds to CDWR will result in
equivalent reductions in CDWR's revenue requirement from SCE ratepayers.

<i><b>Other Regulatory Matters</b></i>

<b>Bark Beetle Proceeding</b>

On March 7, 2003, the Governor of California issued a proclamation declaring a state of emergency in Riverside,
San Bernardino and San Diego counties where an infestation of bark beetles has created the potential for
catastrophic forest fires.  The proclamation requested that the CPUC direct utilities with transmission lines in
these three counties to ensure that all dead, dying and diseased trees and vegetation are completely cleared from
their utility rights-of-way to mitigate the potential fire damage.  The CPUC has authorized SCE to offset its
incremental expenses associated with the bark beetle emergency in a


Page 30

regulatory balancing account called the Catastrophic Event Memorandum Account (CEMA).  SCE estimates that it will
incur in excess of $100 million in incremental expenses over the next several years, and anticipates that the
expected CEMA undercollection will be recovered in future rates with no impact on earnings.

<b>Customer Rate-Reduction Plan</b>

On January 17, 2003, SCE filed with the CPUC a detailed plan outlining how customer rates could be reduced later
in 2003 when SCE completed recovery of uncollected procurement costs incurred on behalf of its customers during
the California energy crisis and reflected in the PROACT.  In its January 17, 2003 filing, SCE proposed that the
CPUC apply rate reductions of about $1.2 billion in the same manner it applied a series of rate surcharges during
the energy crisis in 2001.

On July 10, 2003, a CPUC decision reduced SCE's annual rates by $1.2 billion, beginning the month after the
PROACT balance was forecasted to be fully recovered.  The decision approves an April 2003 settlement agreement
between SCE and active parties in this proceeding in which bills will be reduced by 8% for residential customers,
18% for small businesses, 13% for medium businesses and 19% for large businesses.  In accordance with the
settlement agreement, on July 15, 2003, SCE submitted an advice filing to the CPUC to implement the rate
reduction effective on August 1, 2003, and to transfer the July 31, 2003 balance in the PROACT account (a $148
million overcollection) and the temporary surcharge balancing account (a $37 million overcollection) to the ERRA
regulatory balancing account.

<b>OTHER DEVELOPMENTS

Clean Air Act</b>

A federal court ruled on August 7, 2003 that Ohio Edison Company violated the Clean Air Act by upgrading seven
aging coal-fired power plants located at one site without first obtaining the necessary preconstruction permits
under the new source review program.  This decision is currently being reviewed by SCE to assess what
implications, if any, the decision would have on SCE's results of operations or financial position.

<b>Employee Compensation and Benefit Plans</b>

On July 31, 2003, the United States District Court for the Southern District of Illinois held that the formula
used in IBM's cash balance pension plan violated the age discrimination provisions of the Employee Retirement
Income Security Act of 1974.  The formula for SCE cash balance pension plan does not meet the standard set forth
in that District Court's decision.  The IBM decision, however, conflicts with the decisions from two other
district courts and with the proposed regulations for cash balance plans issued by the IRS in December 2002.  IBM
has announced that they will appeal the decision to the Seventh Circuit Court of Appeals.  The effect of the IBM
decision on SCE's cash balance plan cannot be determined at this time.

<b>Palo Verde Steam Generators</b>

During the fall of 2003, Palo Verde Unit 2 steam generators are scheduled to be replaced.  In addition, the Palo
Verde owners have approved the manufacturing of two additional sets of steam generators for installation in
Units 1 and 3.  The Palo Verde owners expect that these steam generators will be installed in Units 1 and 3 in the
2005 to 2008 time frame.  SCE's share of the costs of manufacturing and installing all replacement steam
generators at Palo Verde is approximately $106 million, and is expected to be recovered through the ratemaking
process.


Page 31

<b>San Onofre Steam Generators</b>

Like other nuclear power plants with steam generators made of a certain alloy (Inconel 600 mill annealed alloy),
San Onofre Units 2 and 3 have experienced degradation in their steam generators.  Presently, 9% and 7%,
respectively, of the tubes in the existing steam generators of Unit 2 and Unit 3 have been plugged and removed
from service.  SCE presently estimates that the San Onofre Units 2 and 3 generator design allows for the plugging
and removal from service of 21.4% of the tubes before the units must be shutdown or the steam generators
replaced.  Industry experience is that the percentage of tubes requiring plugging accelerates as steam generators
made of this alloy age.  Based on this industry experience, SCE has determined that the existing San Onofre
Units 2 and 3 steam generators may not be adequate to permit continued operation beyond the fuel cycle 16
refueling outages in 2009-2010.  SCE and its co-owners at San Onofre Units 2 and 3 continue to evaluate the
necessity of replacing the steam generators and the cost-effectiveness of so doing.

<b>ACQUISITIONS AND DISPOSITIONS</b>

On July 17, 2003, SCE signed an option agreement with Sequoia Generating LLC (Sequoia), a subsidiary of InterGen,
to acquire Mountainview Power Company LLC, the owner of a new power plant currently being developed in Redlands,
California.  This acquisition requires regulatory approval from both the CPUC and the FERC.  SCE has filed an
application with the CPUC proposing a power-purchase agreement between SCE and Mountainview Power Company LLC.
If approved by the CPUC, SCE will seek FERC approval of the power-purchase agreement.  SCE does not expect to
exercise the option without CPUC and FERC approvals.  The option must be exercised prior to February 29, 2004.
If SCE exercises the option, SCE would recommence full construction of the project.  Under the option agreement,
Sequoia may elect to terminate the option agreement at any time prior to SCE's exercise of the option.  In such
event, Sequoia must return all previously tendered option payments.

On July 10, 2003, the CPUC approved a joint application filed by SCE and Pacific Terminals LLC, requesting
authorization for the sale of certain oil storage and pipeline facilities by SCE to Pacific Terminals for $158
million.  The sale closed on July 31, 2003, and resulted in a $45 million after-tax gain to shareholders, to be
recorded in the third quarter of 2003.

<b>NEW ACCOUNTING STANDARDS</b>

Effective January 1, 2003, SCE adopted a new accounting standard, Accounting for Asset Retirement Obligations,
which requires entities to record the fair value of a liability for a legal asset retirement obligation in the
period in which it is incurred.  When the liability is initially recorded, the entity capitalizes the cost by
increasing the carrying amount of the related long-lived asset.  Over time, the liability is increased to its
present value each period, and the capitalized cost is depreciated over the useful life of the related asset.
Upon settlement of the liability, an entity either settles the obligation for its recorded amount or incurs a
gain or loss upon settlement.  However, rate-regulated entities may recognize regulatory assets or liabilities as
a result of timing differences between the recognition of costs as recorded in accordance with this standard and
the recovery of costs through the rate-making process. Regulatory assets and liabilities may also be recorded if
it is probable that the asset retirement obligation (ARO) will be recovered through the rate-making process.

SCE's impact of adopting this standard was:

o    SCE adjusted its nuclear decommissioning obligation to reflect the fair value of decommissioning its
     nuclear power facilities. SCE also recognized AROs associated with the decommissioning of coal-fired
     generation assets.


Page 32


o    At December 31, 2002, SCE had accrued $2.3 billion to decommission its nuclear facilities and
     $12 million to decommission its share of a coal-fired generating plant, under accounting principles in effect
     at that time.  Of these amounts, $298 million to decommission its inactive nuclear facility was recorded in
     other long-term liabilities, and the remaining $2.0 billion was recorded as a component of the accumulated
     provision for depreciation and decommissioning on the consolidated balance sheets in the 2002 Annual Report.

o    As of January 1, 2003, SCE reversed the $2.3 billion it had previously recorded for decommissioning,
     recorded the fair value of its AROs of approximately $2.0 billion in the deferred credits and other
     liabilities section of the balance sheet, and increased its unamortized nuclear investment by $303 million.
     The cumulative effect of a change in accounting principle from unrecognized accretion expense and
     adjustments to depreciation, decommissioning and amortization expense recorded to date was a $354 million
     after-tax gain, which under accounting standards for rate-regulated enterprises was deferred as a regulatory
     liability, partially offset by a $235 million deferred tax asset, as of January 1, 2003.  Accretion and
     depreciation expense resulting from the application of the new standard is expected to be approximately $143
     million in 2003.  This cost will reduce the regulatory liability, with no impact on earnings.  As of June
     30, 2003, SCE's ARO for its nuclear facilities totaled approximately $2.1 billion and its nuclear
     decommissioning trust assets had a fair value of $2.3 billion.  If the new standard had been in place on
     January 1, 2002, SCE's ARO as of that date would have been $1.98 billion.  Approximately $1.97 billion
     collected through rates for cost of removal of plant assets not considered to be legal obligations remain in
     accumulated depreciation and decommissioning.

A new accounting standard, Accounting for Certain Financial Instruments with Characteristics of both Liabilities
and Equity, was issued in May 2003 and requires issuers to classify certain freestanding financial instruments as
liabilities.  These freestanding liabilities include mandatorily redeemable financial instruments, obligations to
repurchase the issuer's equity shares by transferring assets and certain obligations to issue a variable number
of shares.  The standard is effective for SCE on July 1, 2003.  Upon implementation, SCE will reclassify its
preferred stock subject to mandatory redemption to the liabilities section of its consolidated balance sheets.
This item is currently classified between liabilities and equity.  In addition, dividend payments on these
instruments will be recorded as interest expense on SCE's consolidated statements of income.  SCE is studying the
impact of the new standard but does not expect implementation of the new standard to have a material impact on
its financial statements.

<b>FORWARD-LOOKING INFORMATION AND RISK FACTORS</b>

In the preceding MD&amp;A and elsewhere in this quarterly report, the words estimates, expects, anticipates,
believes, predict, and other similar expressions are intended to identify forward-looking information that
involves risks and uncertainties.  Actual results or outcomes could differ materially from those anticipated.
Risks, uncertainties and other important factors that could cause results to differ, or that otherwise could
impact SCE, include, among other things:

o    the outcome of the pending appeal of the stipulated judgment approving SCE's settlement agreement with
     the CPUC, and the effects of other legal actions, if any, attempting to undermine the provisions of the
     settlement agreement or otherwise adversely affecting SCE;

o    changes in prices and availability of wholesale electricity, natural gas, other fuels, transmission
     services, and other changes in operating costs, which could affect the timing of SCE's energy procurement
     cost recovery or otherwise impact SCE's operations and financial results;


Page 33


o    the effects of declining interest rates and investment returns on employee benefit plans and nuclear
     decommissioning trusts;

o    changing conditions in wholesale power markets, such as general credit constraints and thin trading
     volumes, that could make it difficult for SCE to enter into hedging agreements;

o    the actions of securities rating agencies, including the determination of whether or when to make
     changes in SCE's credit ratings, the ability of SCE to regain investment-grade ratings, and the impact of
     current or lowered ratings and other financial market conditions on the ability of SCE to obtain needed
     financing on reasonable terms;

o    actions by state and federal regulatory and administrative bodies setting rates, adopting or modifying
     cost recovery, holding company rules, accounting and rate-setting mechanisms or otherwise changing the
     regulatory and business environments within which SCE does business, as well as legislative or judicial
     actions affecting the same matters;

o    the effects of increased competition in energy-related businesses, including new market entrants and the
     effects of new technologies that may be developed in the future;

o    threatened attempts by municipalities within SCE's service territory to form public power entities
     and/or acquire SCE's facilities for customers;

o    new or increased environmental requirements that could require capital expenditures or otherwise affect
     the operations and cost of SCE, and possible increased liabilities under new or existing requirements; and

o    weather conditions, natural disasters, and other unforeseen events.




Page 34


<b>Item 3.    Quantitative and Qualitative Disclosures About Market Risk</b>

Information responding to Item 3 is included in Item 2, Management's Discussion and Analysis of Results of
Operations and Financial Condition, under Market Risk Exposures, and is incorporated herein by reference.

<b>Item 4.    Controls and Procedures</b>

<i>Disclosure Controls and Procedures.</i>

SCE's management, with the participation of the company's Chief Executive Officer and Chief Financial Officer,
has evaluated the effectiveness of SCE's disclosure controls and procedures (as such term is defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end
of the period covered by this report.  Based on such evaluation, the Chief Executive Officer and Chief Financial
Officer have concluded that, as of the end of such period, SCE's disclosure controls and procedures are effective.

<i>Internal Control Over Financial Reporting.</i>

There have not been any changes in SCE's internal control over financial reporting (as such term is defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that
have materially affected, or are reasonably likely to materially affect, SCE's internal control over financial
reporting.




Page 35


<b>PART II  OTHER INFORMATION

Item 1.           Legal Proceedings</b>

<i>CPUC Litigation Settlement Agreement</i>

As previously reported in Part I, Item 3 of SCE's Annual Report on Form 10-K for the fiscal year ended December
31, 2002 (2002 Form 10-K), and in Part II, Item 1 of SCE's Quarterly Report on Form 10-Q for the period ending
March 31, 2003 (First Quarter 10-Q), SCE filed a lawsuit against the California Public Utilities Commission
(CPUC) in federal district court seeking a ruling that SCE is entitled to full recovery of its electricity
procurement costs incurred during the energy crisis in accordance with the tariffs filed with the Federal Energy
Regulatory Commission.  See the discussion, which is incorporated herein by this reference, in Part 1, Item 2,
Management's Discussion and Analysis of Financial Condition and Results of Operations under "SCE'S REGULATORY
MATTERS - CPUC Litigation Settlement Agreement."

<i>CPUC Investigation Regarding SCE's Electric Line Maintenance Practices</i>

As previously reported in Part I, Item 3 of SCE's 2002 Form 10-K, and in Part II, Item 1 of SCE's First Quarter
10-Q, on August 25, 2001, the CPUC issued an order instituting investigation regarding SCE's overhead and
underground electric line maintenance practices.  See the discussion, which is incorporated herein by this
reference, in Part 1, Item 2, Management's Discussion and Analysis of Financial Condition and Results of
Operations under "SCE'S REGULATORY MATTERS - Electric Line Maintenance Proceedings."




Page 36


<b>Item 4.  Submission of Matters to a Vote of Security Holders</b>

At SCE's Annual Meeting of Shareholders on May 15, 2003, shareholders elected twelve nominees to the Board of
Directors.  The number of broker non-votes for each nominee was zero.  The numbers of votes cast for and withheld
from each Director-nominee were as follows:

                                                                     Numbers of Votes
- ----------------------------------------------------------------------------------------------------------

     Name                                                      For                    Withheld
- ----------------------------------------------------------------------------------------------------------

     John E. Bryson                                         463,293,672                 463,668
     Alan J. Fohrer                                         463,299,264                 458,076
     Bradford M. Freeman                                    461,739,582               2,017,758
     Joan C. Hanley                                         463,221,846                 535,494
     Bruce Karatz                                           463,278,876                 478,464
     Luis G. Nogales                                        463,265,028                 492,312
     Ronald L. Olson                                        463,294,668                 462,672
     James M. Rosser                                        463,067,128                 690,212
     Richard T. Schlosberg, III                             461,733,552               2,023,788
     Robert H. Smith                                        461,710,632               2,046,708
     Thomas C. Sutton                                       461,929,970               1,827,370
     Daniel M. Tellep                                       461,716,422               2,040,918
- ----------------------------------------------------------------------------------------------------------



<b>Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits</b>

         3.1      Certificate of Amendment and Restated Articles of Incorporation of SCE effective June 1, 1993
                  (File No. 1-2313, Form 10-K for the year ended December 31, 1993)*

         3.2      Certificate of Correction of Restated Articles of Incorporation of SCE dated effective
                  August 21, 1997 (File No. 1-2313, Form 10-Q for the quarter ended September 30, 1997)*

         3.3      Amended Bylaws of Southern California Edison Company as adopted by the Board of Directors on
                  January 1, 2003 (File No. 1-2313, Form 10-K for the year ended December 31, 2002)*

         31.1     Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act

         31.2     Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act

         32       Statement Pursuant to 18 U.S.C. 1350

- ------------------
* Incorporated by reference pursuant to Rule 12b-32.


Page 37

<b>(b)      Reports on Form 8-K:</b>

         Date of Report                         Date Filed                      Item(s) Reported
         --------------                         ----------                      ----------------

         May 7, 2003                           May 7, 2003                            7 and 9




Page 38


                                                    <b>SIGNATURES</b>


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned thereunto duly authorized.


                                                     <b>SOUTHERN CALIFORNIA EDISON COMPANY</b>
                                                                   (Registrant)


                                                     By       /s/ THOMAS M. NOONAN
                                                              --------------------------------
                                                              THOMAS M. NOONAN
                                                              Vice President and Controller

                                                     By       /S/ KENNETH S. STEWART
                                                              --------------------------------
                                                              KENNETH S. STEWART
                                                              Assistant General Counsel and
                                                              Assistant Secretary


August 12, 2003


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<DESCRIPTION>CONSENT OF INDEPENDENT ACCOUNTANTS
<TEXT>
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Exhibit 23.1 - Consent of Independent Accountants</TITLE>
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<PRE>
                                         <b>Consent of Independent Accountants</b>


We hereby consent to the incorporation by reference in this Amendment No. 1 to Registration Statement on Form S-4
of Southern California Edison Company of our report dated March 26, 2003 relating to the financial statements,
which appears in Southern California Edison Company's 2002 Annual Report to Shareholders, which is incorporated by
reference in its Annual Report on Form 10-K for the year ended December 31, 2002. We also consent to the
incorporation by reference of our report dated March 26, 2003 relating to the financial statement schedule, which
appears in such Annual Report on Form 10-K. We also consent to the reference to us under the heading "Experts" in
such Amendment No. 1 to Registration Statement.


/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

Los Angeles, California
September 3, 2003


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