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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000827052-03-000020.txt : 20030205
<SEC-HEADER>0000827052-03-000020.hdr.sgml : 20030205
<ACCEPTANCE-DATETIME>20030205130414
ACCESSION NUMBER:		0000827052-03-000020
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20020205
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20030205

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:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-02313
		FILM NUMBER:		03540108

	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>8-K
<SEQUENCE>1
<FILENAME>sce8kfeb4.htm
<DESCRIPTION>DEBT EXCHANGE OFFER
<TEXT>
<HTML>
<HEAD>
<TITLE>
SCE 8-K on Note Exchange Offer</TITLE>
</HEAD>
<BODY>
<PRE>





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

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



                                                     FORM 8-K



                                                  CURRENT REPORT</b>



                                      Pursuant to Section 13 or 15(d) of the
                                          Securities Exchange Act of 1934




                        Date of Report (Date of earliest event reported): February 4, 2003



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



                 CALIFORNIA                           001-2313                              95-1240335
     (State or principal jurisdiction of          (Commission file                       (I.R.S. employer
       incorporation or organization)                  number)                          identification no.)



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

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


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



<Page>






Items 1 through 4, 6, 8, and 9 are not included because they are inapplicable.

<b>Item 5.  Other Events

                                                Debt Exchange Offer</b>

         On January 13, 2003, Southern California Edison Company announced an offer to exchange up to $1 billion
in principal amount of a new series of its first and refunding mortgage bonds for an equal principal amount of
its 8.95% Variable Rate Notes due 2003.  On February 4, 2003, Southern California Edison announced that it had
been informed by the exchange agent that more than 95.6 percent in principal amount of the notes had been
tendered for exchange, thus meeting the minimum requirement of valid and unwithdrawn tenders representing at
least 25 percent in principal amount of the notes.  A copy of the press release is attached as Exhibit 99.1.

<b>Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.</b>

(a)      Not applicable

(b)      Not applicable

(c)      Exhibits

         99.1     Press release about debt exchange offer.





Page 2


                                                    <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)



                                                           /S/ KENNETH S. STEWART
                                                ----------------------------------------------
                                                             KENNETH S. STEWART
                                              Assistant General Counsel and Assistant Secretary


FEBRUARY 5, 2003


</PRE>
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</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>sce8kexh99feb4.htm
<DESCRIPTION>PR  EXCHANGE OFFER REACHES MINIMUM CONDITION
<TEXT>
<HTML>
<HEAD>
<TITLE>
Exhibit 99 - SCE Note Exchange Offer Reaches Minimum Condition</TITLE>
</HEAD>
<BODY>
<PRE>
<b>SOUTHERN CALIFORNIA EDISON LOGO                                               News Release

FOR IMMEDIATE RELEASE</b>

                                                                 Contact:  Corporate Communications, (626) 302-2255
                                                                                                 www.edisonnews.com

                                 <b>SCE Note Exchange Offer Reaches Minimum Condition</b>

         ROSEMEAD, Calif., Feb. 4, 2003-- Southern California Edison (SCE) announced it has been informed by the
exchange agent that, as of 5 p.m. Eastern Standard Time (EST) today, approximately $956 million in aggregate
principal amount of its outstanding 8.95% Variable Rate Notes due 2003 had been tendered in the exchange offer.
This amount represents in excess of 95.6% of the old notes outstanding.  Thus, the minimum requirement of valid
and unwithdrawn tenders representing at least 25% of the old notes has been met.

         The old notes will be exchanged for SCE's First and Refunding Mortgage Bonds, 8% Series 2003A, due
2007.  Consummation of the exchange offer remains subject to the absence of certain adverse legal and market
developments prior to the expiration date of the exchange offer at 5 p.m. (EST) on Wednesday, Feb. 19, 2003.

         The offering of the new bonds in the exchange offer is being made only to holders of old notes who have
verified to SCE that they are qualified institutional buyers or persons other than a U.S. person located outside
the United States, as such terms are defined in Rule 144A and Regulation S under the Securities Act of 1933, as
amended.

         The new bonds have not been and will not be registered under the Securities Act of 1933, or any state
securities laws.  Therefore, the new bonds may not be offered or sold in the United States absent registration or
an applicable exemption from the registration requirements of the Securities Act of 1933 and any applicable state
securities laws.

         This announcement is neither an offer to sell nor a solicitation of an offer to buy the new bonds.

                                                       # # #


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</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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