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<SEC-DOCUMENT>0000092103-04-000001.txt : 20040109
<SEC-HEADER>0000092103-04-000001.hdr.sgml : 20040109
<ACCEPTANCE-DATETIME>20040109172032
ACCESSION NUMBER:		0000092103-04-000001
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		8
CONFORMED PERIOD OF REPORT:	20040107
ITEM INFORMATION:		Other events
FILED AS OF DATE:		20040109

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:		04518984

	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>form8k.htm
<DESCRIPTION>SOUTHERN CALIFORNIA EDISON 8-K, JANUARY 7, 2004
<TEXT>
<HTML>
<HEAD>
<TITLE>
SCE Form 8-K dated January 7, 2004
</TITLE>
</HEAD>
<BODY>
<PRE>
=======================================================================================================================================
                                                             UNITED STATES
                                                  SECURITIES AND EXCHANGE COMMISSION
                                                        Washington, D.C. 20549



                                                               FORM 8-K



                                                            CURRENT REPORT

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




                                   Date of Report (Date of earliest event reported): January 7, 2004



                                                  SOUTHERN CALIFORNIA EDISON COMPANY
                                        (Exact name of registrant as specified in its charter)



                 CALIFORNIA                           001-2313                              95-1240335
        (State or other jurisdiction                 (Commission                         (I.R.S. Employer
              of incorporation)                     File 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>




Item 5.  Other Events.

         On January 7, 2004, Southern California Edison Company agreed to sell $300,000,000 aggregate principal amount of its First
and Refunding Mortgage Bonds, Series 2004A, Due 2014; $525,000,000 aggregate principal amount of its First and Refunding Mortgage
Bonds, Series 2004B, Due 2034; and $150,000,000 aggregate principal amount of its First and Refunding Mortgage Bonds, Series 2004C,
Due 2006 ("New Bonds").  For further information concerning the New Bonds, refer to the exhibits contained in this Current Report on
Form 8-K.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(c)      Exhibits

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

1.                         Underwriting Agreement dated January 7, 2004

4.1                        One Hundred First Supplemental Indenture dated as of January 7, 2004

4.2                        Certificate as to Actions by Officer of Southern California Edison Company, dated as of January 7, 2004

5.                         Opinion of Counsel

12.1                       Statement re Computation of Ratios of Earnings to Combined Fixed Charges and Preferred Stock Dividends

12.2                       Statement re Computation of Ratios of Earnings to Fixed Charges

25.                        Statement of Eligibility of Trustee on Form T-1 of The Bank of New York



<page>



                                                              SIGNATURES

         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 hereunto duly authorized.


                                                 SOUTHERN CALIFORNIA EDISON COMPANY
                                                            (Registrant)



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


January 9, 2004

</PRE>
</BODY>
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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>3
<FILENAME>underwrite2.htm
<DESCRIPTION>UNDERWRITING AGREEMENT TO 8-K
<TEXT>
<HTML>
<HEAD>
<TITLE>
Exhibit 1 Underwriting Agreement to 8-K
</TITLE>
</HEAD>
<BODY>
<PRE>
                                                  Southern California Edison Company

                              $300,000,000 5% First and Refunding Mortgage Bonds, Series 2004A, Due 2014

                              $525,000,000 6% First and Refunding Mortgage Bonds, Series 2004B, Due 2034

                         $150,000,000 Floating Rate First and Refunding Mortgage Bonds, Series 2004C, Due 2006

                                                        Underwriting Agreement

                                                                                                                New York, New York

                                                                                                                   January 7, 2004

Citigroup Global Markets Inc.
J.P. Morgan Securities Inc.
Lehman Brothers Inc.
   As Representatives of the several Underwriters,
c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York  10013

Ladies and Gentlemen:

Southern  California  Edison Company,  a corporation  organized under the laws of the State of California (the "Company"),  proposes to
sell to the several underwriters named in Schedule I hereto (the "Underwriters"),  for whom you (the  "Representatives")  are acting as
representatives,  $300,000,000 principal  amount of its 5% First and  Refunding  Mortgage  Bonds,  Series  2004A,  Due 2014 (the "2004A
Bonds"),  $525,000,000 principal  amount of its 6% First and Refunding  Mortgage Bonds,  Series 2004B, Due 2034 (the "2004B Bonds") and
$150,000,000 principal  amount of its Floating Rate First and Refunding Mortgage Bonds,  Series 2004C, Due 2006 (the "2004C Bonds" and,
together with the 2004A Bonds and the 2004B Bonds, the "Securities"),  to be issued under the One Hundred First Supplemental  Indenture
(the  "Supplemental  Indenture")  to be dated as of January  7,  2004,  to a Trust  Indenture  dated as of October 1, 1923 (the  "Trust
Indenture"  and, as supplemented  by the  Supplemental  Indenture,  the  "Indenture")  between the Company and The Bank of New York, as
successor to Harris Trust and Savings  Bank,  and D.G.  Donovan,  as trustees (the  "Trustees").  To the extent there are no additional
Underwriters  listed on Schedule I other than you, the term  Representatives  as used herein shall mean you, as  Underwriters,  and the
terms  Representatives  and Underwriters shall mean either the singular or plural as the context requires.  Any reference herein to the
Registration  Statement,  a Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated
by reference  therein  pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the  Effective  Date of the
Registration  Statement or the issue date of such  Preliminary  Prospectus  or the  Prospectus,  as the case may be; and any  reference
herein to the terms amend, amendment or supplement with respect to the



<Page>


Registration  Statement,  any  Preliminary  Prospectus  or the  Prospectus  shall be deemed to refer to and  include  the filing of any
document  under the  Exchange  Act  after the  Effective  Date of the  Registration  Statement,  or the issue  date of any  Preliminary
Prospectus  or the  Prospectus,  as the case may be,  deemed to be  incorporated  therein by  reference.  Certain terms used herein are
defined in Section 17 hereof.

                  1.       Representations  and Warranties.  The Company  represents and warrants to, and agrees with, each Underwriter
                           --------------------------------
as set forth below in this Section 1.

                  (a)      The Company  meets the  requirements  for use of Form S-3 under the Act and has  prepared and filed with the
         Commission a registration  statement (file number 333-109764) on Form S-3,  including a related  preliminary  prospectus,  for
         registration  under the Act of the  offering  and sale of the  Securities.  The Company may have filed one or more  amendments
         thereto,  including a related  preliminary  prospectus,  each of which has previously  been furnished to you. The Company will
         next file with the Commission one of the following:  either  (1) prior to the Effective Date of such  registration  statement,
         a further  amendment to such  registration  statement,  including the form of final prospectus or (2) after the Effective Date
         of such registration  statement,  a final prospectus in accordance with Rules 430A and 424(b). In the case of clause (2),  the
         Company has included in such registration  statement,  as amended at the Effective Date, all information (other than Rule 430A
         Information)  required by the Act and the rules thereunder to be included in such  registration  statement and the Prospectus.
         As filed,  such amendment and form of final  prospectus,  or such final  prospectus,  shall contain all Rule 430A Information,
         together with all other such required  information,  and, except to the extent the Representatives shall agree in writing to a
         modification,  shall be in all  substantive  respects  in the form  furnished  to you prior to the  Execution  Time or, to the
         extent not  completed at the  Execution  Time,  shall  contain only such  specific  additional  information  and other changes
         (beyond that contained in the latest  Preliminary  Prospectus)  as the Company has advised you,  prior to the Execution  Time,
         will be included or made therein.

                  (b)      On the Effective  Date, the  Registration  Statement did or will, and when the Prospectus is first filed (if
         required) in accordance  with Rule 424(b) and on the Closing Date (as defined  herein),  the Prospectus  (and any  supplements
         thereto) will,  comply in all material  respects with the applicable  requirements  of the Act, the Exchange Act and the Trust
         Indenture  Act and the  respective  rules  thereunder;  on the  Effective  Date and at the Execution  Time,  the  Registration
         Statement  did not or will not contain any untrue  statement of a material fact or omit to state any material fact required to
         be stated  therein or necessary in order to make the  statements  therein not  misleading;  on the  Effective  Date and on the
         Closing  Date the  Indenture  did or will  comply in all  material  respects  with the  applicable  requirements  of the Trust
         Indenture Act and the rules  thereunder;  and, on the Effective  Date, the  Prospectus,  if not filed pursuant to Rule 424(b),
         will not, and on the date of any filing  pursuant to Rule 424(b) and on the Closing Date,  the  Prospectus  (together with any
         supplement  thereto) will not,  include any untrue  statement of a material fact or omit to state a material fact necessary in
         order to make the  statements  therein,  in the light of the  circumstances  under  which  they  were  made,  not  misleading;
         provided, however, that the Company makes no representations or warranties

2
<Page>


         as to (i) that part of the  Registration  Statement which shall  constitute the Statement of Eligibility and  Qualification
         (Form T-1) under the Trust  Indenture  Act of the  Trustees  or  (ii) the  information  contained  in or  omitted  from the
         Registration Statement,  or the Prospectus (or any supplement  thereto) in reliance upon and in conformity  with  information
         furnished in writing to the Company by or on behalf of any  Underwriter  through the  Representatives  specifically  for
         inclusion  in the Registration Statement or the Prospectus (or any supplement thereto).

                  (c)      The Company is not and, after giving effect to the offering and sale of the  Securities and the  application
         of the proceeds  thereof as described in the  Prospectus,  will not be an  "investment  company" as defined in the  Investment
         Company Act of 1940, as amended.

                  (d)      The Company has been duly  incorporated  and is validly existing as a corporation in good standing under the
         laws of the State of California  with full corporate  power and authority to own or lease,  as the case may be, and to operate
         its  properties  and conduct its business as described in the  Prospectus,  and is duly  qualified to do business as a foreign
         corporation and is in good standing under the laws of each jurisdiction that requires such qualification.

                  (e)      There  is no  franchise,  contract  or  other  document  of a  character  required  to be  described  in the
         Registration  Statement or Prospectus,  or to be filed as an exhibit thereto, which is not described or filed as required; and
         the  statements  in the  Prospectus  under the heading  "Summary-- Southern  California  Edison  Company"  and the  statements
         incorporated into the Prospectus from the sections entitled  "Regulation" and "Environmental  Matters" in the Company's Annual
         Report on Form 10-K for the fiscal year ended December 31, 2002 (the "Form 10-K"),  as supplemented  by information  contained
         in the Company's  subsequent  Quarterly  Reports on Form 10-Q and Current Reports on Form 8-K, which are incorporated into the
         Prospectus, fairly summarize the matters therein described in all material respects.

                  (f)      This Agreement has been duly authorized, executed and delivered by the Company.

                  (g)      The Securities and the Indenture  conform in all material  respects to the description  thereof contained in
         the  Prospectus;  each of the Trust  Indenture and the  Supplemental  Indenture  has been duly  authorized by the Company and,
         assuming  due  authorization,  execution  and  delivery  thereof by the  Trustees,  the Trust  Indenture  constitutes  and, as
         supplemented by the  Supplemental  Indenture when executed and delivered by the Company,  will constitute a legal,  valid, and
         binding instrument  enforceable against the Company in accordance with its terms (subject,  as to enforcement of remedies,  to
         (A) applicable bankruptcy,  fraudulent conveyance,  fraudulent transfer,  reorganization,  insolvency,  moratorium,  equitable
         subordination or other laws affecting  creditors'  rights  generally from time to time in effect and to general  principles of
         equity, (B) the terms of the franchises,  licenses,  easements,  leases, permits,  contracts and other instruments under which
         the mortgaged  property is held or operated,  (C) as to its  enforceability  in respect of the  Company's  interest in nuclear
         energy facilities, the

3
<Page>



         provisions of the Atomic Energy Act of 1954 and regulations thereunder, (D) as to its enforceability in respectof the interest of
         the Company in the Four  Corners  Generating  Station  and the  easement  and lease  therefor,  to possible  defects in title,
         including  possible  conflicting  grants or encumbrances  not  ascertainable  because of the absence of or inadequacies in the
         applicable  recording  law and the  record  system of the Bureau of Indian  Affairs  and the Navajo  Nation,  to the  possible
         inability of the Company to resort to legal  process to enforce its rights  against the Navajo  Nation  without  Congressional
         consent and, in the case of the  Company's  lease,  to possible  impairment or  termination  under  certain  circumstances  by
         Congress or the  Secretary of the Interior and (E) such other  liens,  prior rights and  encumbrances  none of which (with the
         possible  exception  of the  matter  referred  to in clause (D)  above),  with  immaterial  exceptions,  affects  from a legal
         standpoint  the security  for the  Securities,  the ability of the Trustees to foreclose on the property  subject to the liens
         created by the Indenture or the Company's  right to use such  properties in its business);  the Securities  have been duly and
         validly  authorized,  and, when issued and delivered to and paid for by the Underwriters  pursuant to this Agreement,  will be
         fully paid and nonassessable.

                  (h)      No consent,  approval,  authorization,  filing with or order of any court or governmental  agency or body is
         required in connection with the transactions  contemplated  herein,  except such as have been obtained (i) under the Act, (ii)
         from  the  California  Public  Utilities  Commission  and  (iii)  such as may be  required  under  the  blue  sky  laws of any
         jurisdiction  in  connection  with  the  purchase  and  distribution  of the  Securities  by the  Underwriters  in the  manner
         contemplated herein and in the Prospectus.

                  (i)      All such filings,  recordings,  indexings and postings to geographical  indexes have been made in (x) county
         real estate records or offices of county  recorders,  (y) Federal and State  offices,  bureaus and agencies and (z) offices of
         the Navajo Nation as are necessary  under  applicable  law to perfect,  preserve and protect the lien created by the Indenture
         or ensure  that  such  filings,  recordations,  postings  and  indexings  are fully  effective  to give  constructive  notice,
         constructive  knowledge or implied  notice,  as applicable,  of such lien and the property  subject thereto to all purchasers,
         mortgagees and encumbrancers of such property (other than  after-acquired  property) who become such subsequent to the date of
         such recording, filing, posting or indexing.

                  (j)      The Indenture  will  constitute a legally  valid first lien or charge,  to the extent that it purports to be
         such,  on  substantially  all of the property now owned by the Company to the extent and subject to the  exceptions,  defects,
         qualifications  and other  matters set forth or referred to in the  Prospectus  or in Section 1(g) of this  Agreement,  and to
         such other matters that do not materially affect the security for the Securities.

                  (k)      Neither the issue and sale of the Securities nor the  consummation of any other of the  transactions  herein
         contemplated  nor the  fulfillment of the terms hereof will conflict  with,  result in a breach or violation of, or imposition
         of any lien,  charge or encumbrance  upon any property or assets of the Company pursuant to, (i) the charter or by-laws of the
         Company,  (ii) the  terms of any  indenture  (other  than,  solely  with  respect  to the  imposition  of liens,  charges  and
         encumbrances upon property or assets of the Company or SCE Funding LLC, the lien created by the Indenture in favor of the

4
<page>


         Securities), contract, lease,  mortgage, deed of trust, note agreement, loan agreement or other agreement,  obligation, condition,
         covenant  or  instrument  to which the  Company or SCE  Funding  LLC is a party or bound or to which its or their  property is
         subject,  or (iii) any  statute,  law, rule,  regulation,  judgment,  order or decree  applicable to the Company of any court,
         regulatory  body,  administrative  agency,  governmental  body,  arbitrator or other authority  having  jurisdiction  over the
         Company  or any of its properties.

                  (l)      The  consolidated  historical  financial  statements  and  schedules  of the  Company  and its  consolidated
         subsidiaries  incorporated by reference in the Prospectus and the Registration Statement (the "Financial  Statements") present
         fairly in all material respects the financial  condition,  results of operations and cash flows of the Company as of the dates
         and for the  periods  indicated,  comply  as to form  with the  applicable  accounting  requirements  of the Act and have been
         prepared in conformity with generally  accepted  accounting  principles  applied on a consistent  basis throughout the periods
         involved  (except as otherwise noted therein).  The selected  financial data set forth under the caption  "Selected  Financial
         Information"  in the Company's  Form 10-K,  incorporated  by reference in the  Prospectus and  Registration  Statement  fairly
         present,  on the basis stated in the Form 10-K,  the  information  included  therein.  The financial  information  included or
         incorporated in the Prospectus complies with the requirements of Regulation G and Item 10(e) of Regulation S-K under the Act.

                  (m)      Arthur  Andersen  LLP,  who  certified  certain  financial  statements  of the Company and its  consolidated
         subsidiaries  and  delivered  their report with respect to such audited  consolidated  financial  statements  incorporated  by
         reference in the Prospectus and  Registration  Statement,  were  independent  public  accountants  with respect to the Company
         within the  meaning of the Act and the  applicable  published  rules and  regulations  thereunder  for the periods so reported
         prior to their  replacement by the Company on May 8, 2002;  PricewaterhouseCoopers  LLP, who have certified  certain financial
         statements  of the  Company  and its  consolidated  subsidiaries  and  delivered  their  report  with  respect to the  audited
         consolidated  financial  statements  and  schedules  for the year ended  December  31, 2002  incorporated  by reference in the
         Prospectus,  are independent  public  accountants with respect to the Company within the meaning of the Act and the applicable
         published rules and regulations thereunder.

                  (n)      No action,  suit or  proceeding  by or before any court or  governmental  agency,  authority  or body or any
         arbitrator  involving the Company or any of its  subsidiaries or its or their property is pending or, to the best knowledge of
         the Company,  threatened  that (i) could  reasonably be expected to have a material  adverse effect on the performance of this
         Agreement or the consummation of any of the transactions  contemplated  hereby or (ii) could  reasonably be expected to have a
         Material Adverse Effect, except as set forth in or contemplated in the Prospectus (exclusive of any supplement thereto).

                  (o)      The Company and its subsidiaries  maintain a system of internal  accounting  controls  sufficient to provide
         reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations;

5
<page>


         (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted
         accounting  principles  and to maintain asset  accountability;  (iii) access  to assets is permitted  only in accordance  with
         management's  general or  specific  authorization;  and  (iv) the  recorded  accountability  for assets is  compared  with the
         existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

                  (p)      Neither the Company  nor,  with  respect to (ii) below,  SCE Funding is in  violation  or default of (i) any
         provision  of its  charter  or bylaws,  (ii) the  terms of any  indenture,  contract,  lease,  mortgage,  deed of trust,  note
         agreement, loan agreement or other agreement,  obligation,  condition,  covenant or instrument to which it is a party or bound
         or to which its property is subject,  or (iii) any statute,  law, rule,  regulation,  judgment,  order or decree of any court,
         regulatory  body,  administrative  agency,  governmental  body,  arbitrator or other authority  having  jurisdiction  over the
         Company or any of its  properties,  as  applicable  (except,  in the case of clauses (ii) and (iii),  for such  violations  or
         defaults as would not, in the aggregate, have a Material Adverse Effect).

                  (q)      The  Company  possesses  all  licenses,  certificates,  permits  and  other  authorizations  issued  by  the
         appropriate  national  and local  U.S.  federal  and state  regulatory  authorities  necessary  to  conduct  their  respective
         businesses,  and the Company has not received any notice of  proceedings  relating to the  revocation or  modification  of any
         such  certificate,  authorization  or permit which,  singly or in the aggregate,  if the subject of an  unfavorable  decision,
         ruling or finding,  would have a Material Adverse Effect,  except as set forth in or contemplated in the Prospectus (exclusive
         of any supplement thereto).

                  (r)      The Company is (i) in compliance with any and all applicable  national and local U.S. federal and state laws
         and regulations  relating to the protection of human health and safety,  the  environment or hazardous or toxic  substances or
         wastes,  pollutants  or  contaminants  ("Environmental  Laws"),  (ii) has  received  and are in  compliance  with all permits,
         licenses or other approvals required of them under applicable  Environmental  Laws to conduct their respective  businesses and
         (iii) has not received  notice of any actual or potential  liability for the  investigation  or remediation of any disposal or
         release of hazardous or toxic  substances  or wastes,  pollutants  or  contaminants,  except  where such  non-compliance  with
         Environmental Laws, failure to receive required permits,  licenses or other approvals,  or liability would not have a Material
         Adverse  Effect,  except as set forth in or contemplated in the Prospectus  (exclusive of any supplement  thereto).  Except as
         set forth in the  Prospectus,  the Company has not been named as a  "potentially  responsible  party" under the  Comprehensive
         Environmental Response, Compensation, and Liability Act of 1980, as amended.

                  (s)      In the ordinary course of its business,  the Company  periodically  reviews the effect of Environmental Laws
         on the business,  operations  and  properties of the Company,  in the course of which it identifies  and evaluates  associated
         costs and liabilities  (including,  without limitation,  any capital or operating expenditures required for clean-up,  closure
         of  properties  or  compliance  with  Environmental  Laws,  or any permit,  license or approval,  any related  constraints  on
         operating activities and any potential liabilities to

6
<page>


         third parties).  On the basis of such review, the Company has reasonably concluded that such associated costs and liabilities would
         not,  singly or in the aggregate,  have a Material  Adverse  Effect,  except as set forth in the Prospectus  (exclusive of any
         supplement thereto).

                  (t)      No holders of  securities  of the  Company  have rights to the  registration  of such  securities  under the
         Registration Statement.

                  (u)      The  Company  owns or leases all such  properties  as are  necessary  to the  conduct of its  operations  as
         presently conducted.

                  (v)      The Company has not taken,  directly or indirectly,  any action designed to or that would constitute or that
         might  reasonably be expected to cause or result in, under the Exchange Act or otherwise,  stabilization  or  manipulation  of
         the price of any security of the Company to facilitate the sale or resale of the Securities.

                  (w)      Except as set forth in the Prospectus  (exclusive of any supplement  thereto),  the minimum funding standard
         under Section 302 of the Employee  Retirement  Income  Security Act of 1974,  as amended,  and the  regulations  and published
         interpretations  thereunder  ("ERISA"),  has been satisfied by each "pension plan" (as defined in Section 3(2) of ERISA) which
         has been established or maintained by the Company and/or one or more of its  subsidiaries,  and the trust forming part of each
         such plan which is  intended  to be  qualified  under  Section  401 of the Code is so  qualified;  each of the Company and its
         subsidiaries  has  fulfilled  its  obligations,  if any,  under  Section 515 of ERISA;  each  pension  plan and  welfare  plan
         established  or maintained by the Company  and/or one or more of its  subsidiaries  is in compliance in all material  respects
         with the currently  applicable  provisions of ERISA; and neither the Company nor any of its subsidiaries has incurred or could
         reasonably  be expected to incur any  withdrawal  liability  under Section 4201 of ERISA,  any  liability  under Section 4062,
         4063, or 4064 of ERISA, or any other liability under Title IV of ERISA.

                  (x)      Except as disclosed in the  Registration  Statement and the  Prospectus,  the Company  (i) does not have any
         material  lending or other  relationship  with any bank or lending  affiliate of the  Underwriters and (ii) does not intend to
         use any of the proceeds from the sale of the Securities  hereunder to repay any outstanding  debt owed to any affiliate of the
         Underwriters.

                  (y)      There is and has been no failure on the part of the Company and any of the Company's  directors or officers,
         in their  capacities  as such,  to comply with  Section 401 of the  Sarbanes  Oxley Act of 2002 and the rules and  regulations
         promulgated in connection therewith (the "Sarbanes Oxley Act") related to loans.

                  Any  certificate  signed by any  officer of the  Company  and  delivered  to the  Representatives  or counsel for the
Underwriters  in connection with the offering of the Securities  shall be deemed a  representation  and warranty by the Company,  as to
matters covered thereby, to each Underwriter.


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<page>


                  2.       Purchase  and Sale.  Subject  to the terms and  conditions  and in  reliance  upon the  representations  and
                           -------------------
warranties herein set forth, the Company agrees to sell to each Underwriter,  and each Underwriter  agrees,  severally and not jointly,
to purchase from the Company,  (i) at a purchase price of 99.194% of the principal  amount thereof,  the principal  amount of the 2004A
Bonds set forth opposite such  Underwriter's  name in Schedule I hereto;  (ii) at a purchase  price of 98.464% of the principal  amount
thereof,  the  principal  amount of the 2004B Bonds set forth  opposite  such  Underwriter's  name in  Schedule I hereto;  and (i) at a
purchase  price of  99.750%  of the  principal  amount  thereof,  the  principal  amount of the 2004C  Bonds  set forth  opposite  such
Underwriter's name in Schedule I hereto.

                  3.       Delivery and Payment.  Delivery of and payment for the Securities  shall be made at 10:00 AM,  New York City
                           ---------------------
time,  on January  14,  2004 or at such time on such  later  date not more than five  Business  Days  after the  foregoing  date as the
Representatives  shall designate,  which date and time may be postponed by agreement between the  Representatives and the Company or as
provided in Section 9 hereof (such date and time of delivery and payment for the  Securities  being herein called the "Closing  Date").
Delivery of the  Securities  shall be made to the  Representatives  for the  respective  accounts of the several  Underwriters  against
payment by the several  Underwriters  through the  Representatives of the purchase price thereof to or upon the order of the Company by
wire transfer  payable in same-day funds to an account  specified by the Company.  Delivery of the Securities shall be made through the
facilities of The Depository Trust Company unless the Representatives shall otherwise instruct.

                  4.       Offering by  Underwriters.  It is understood that the several  Underwriters  propose to offer the Securities
                           --------------------------
for sale to the public as set forth in the Prospectus.

                  5.       Agreements.  The Company agrees with the several Underwriters that:
                           -----------

                  (a)      The  Company  will use its best  efforts  to cause  the  Registration  Statement,  if not  effective  at the
         Execution Time, and any amendment  thereof,  to become effective.  Prior to the termination of the offering of the Securities,
         the Company will not file any  amendment of the  Registration  Statement or supplement  to the  Prospectus or any  Rule 462(b)
         Registration  Statement  unless the Company  has  furnished  you a copy for your review  prior to filing and will not file any
         such  proposed  amendment  or  supplement  to  which  you  reasonably  object.  Subject  to  the  foregoing  sentence,  if the
         Registration  Statement  has become or becomes  effective  pursuant to  Rule 430A,  or filing of the  Prospectus  is otherwise
         required under  Rule 424(b),  the Company will cause the  Prospectus,  properly  completed,  and any supplement  thereto to be
         filed in a form approved by the  Representatives  with the  Commission  pursuant to the  applicable  paragraph of  Rule 424(b)
         within the time period prescribed and will provide evidence  satisfactory to the  Representatives  of such timely filing.  The
         Company will  promptly  advise the  Representatives  (1) when the  Registration  Statement,  if not effective at the Execution
         Time, shall have become effective,  (2) when the Prospectus,  and any supplement thereto,  shall have been filed (if required)
         with the Commission  pursuant to Rule 424(b) or when any  Rule 462(b)  Registration  Statement  shall have been filed with the
         Commission,  (3) when,  prior to termination of the offering of the Securities,  any amendment to the  Registration  Statement
         shall have been  filed or become  effective,  (4) of  any  request by the  Commission  or its staff for any  amendment  of the
         Registration

8
<page>


         Statement, or any  Rule 462(b) Registration  Statement, or for any supplement to the Prospectus or for any additional information,
         (5) of the issuance by the Commission of any stop order  suspending the  effectiveness  of the  Registration  Statement or the
         institution or threatening of any proceeding for that purpose and (6) of the receipt by the Company of any  notification  with
         respect  to the  suspension  of the  qualification  of the  Securities  for sale in any  jurisdiction  or the  institution  or
         threatening  of any  proceeding  for such  purpose.  The Company will use its best efforts to prevent the issuance of any such
         stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.

                  (b)      If, at any time when a prospectus  relating to the Securities is required to be delivered under the Act, any
         event occurs as a result of which the Prospectus as then  supplemented  would include any untrue  statement of a material fact
         or omit to state any material fact  necessary to make the  statements  therein in the light of the  circumstances  under which
         they were made not misleading,  or if it shall be necessary to amend the  Registration  Statement or supplement the Prospectus
         to comply with the Act or the Exchange Act or the  respective  rules  thereunder,  the Company  promptly will  (1) notify  the
         Representatives  of such event;  (2) prepare and file with the Commission,  subject to the second sentence of paragraph (a) of
         this  Section 5,  an amendment or  supplement  which will correct such  statement or omission or effect such  compliance;  and
         (3) supply any supplemented Prospectus to you in such quantities as you may reasonably request.

                  (c)      As soon as  practicable,  the Company  will make  generally  available  to its  security  holders and to the
         Representatives  an earnings  statement or statements of the Company and its subsidiaries which will satisfy the provisions of
         Section 11(a) of the Act and Rule 158 under the Act.

                  (d)      The Company will furnish to the  Representatives  and counsel for the Underwriters,  without charge,  signed
         copies of the Registration  Statement  (including  exhibits  thereto) and to each other Underwriter a copy of the Registration
         Statement  (without  exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by
         the Act, as many copies of each Preliminary  Prospectus and the Prospectus and any supplement  thereto as the  Representatives
         may reasonably  request.  The Company will pay the expenses of printing or other  production of all documents  relating to the
         offering.

                  (e)      The Company will arrange,  if necessary,  for the qualification of the Securities for sale under the laws of
         such jurisdictions as the Representatives  may designate,  will maintain such qualifications in effect so long as required for
         the  distribution  of the  Securities  and will pay any fee of the  National  Association  of  Securities  Dealers,  Inc.,  in
         connection  with its  review of the  offering;  provided  that in no event  shall the  Company be  obligated  to qualify to do
         business  in any  jurisdiction  where it is not now so  qualified  or to take any action  that would  subject it to service of
         process in suits,  other than those arising out of the offering or sale of the Securities in any jurisdiction  where it is not
         now so subject.


9
<page>


                  (f)      The Company will not, without the prior written consent of the  Representatives,  offer,  sell,  contract to
         sell,  pledge,  or otherwise  dispose of, (or enter into any transaction which is designed to, or might reasonably be expected
         to, result in the  disposition  (whether by actual  disposition or effective  economic  disposition  due to cash settlement or
         otherwise)  by the Company or any  affiliate of the Company or any person in privity with the Company or any  affiliate of the
         Company) directly or indirectly,  including the filing (or  participation in the filing) of a registration  statement with the
         Commission  in respect of, or establish  or increase a put  equivalent  position or  liquidate  or decrease a call  equivalent
         position  within the meaning of Section 16 of the  Exchange  Act,  any debt  securities  issued or  guaranteed  by the Company
         (other than the Securities) or publicly  announce an intention to effect any such  transaction for a period  commencing on the
         date hereof and ending on the Closing Date.

                  (g)      The Company will not take,  directly or indirectly,  any action designed to or that would constitute or that
         might  reasonably be expected to cause or result in, under the Exchange Act or otherwise,  stabilization  or  manipulation  of
         the price of any security of the Company to facilitate the sale or resale of the Securities.

                  6.       Conditions to the  Obligations of the  Underwriters.  The  obligations of the  Underwriters  to purchase the
                           ----------------------------------------------------
Securities  shall be subject to the accuracy of the  representations  and warranties on the part of the Company  contained herein as of
the  Execution  Time and the Closing Date, to the accuracy of the  statements of the Company made in any  certificates  pursuant to the
provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions:

                  (a)      If  the  Registration  Statement  has  not  become  effective  prior  to  the  Execution  Time,  unless  the
         Representatives  agree in writing to a later time, the  Registration  Statement will become  effective not later than (i) 6:00
         PM New York City time, on the date of determination of the public offering price, if such  determination  occurred at or prior
         to 3:00 PM New York City  time on such  date or  (ii) 9:30  AM on the  Business  Day  following  the day on which  the  public
         offering  price was  determined,  if such  determination  occurred after 3:00 PM New York City time on such date; if filing of
         the Prospectus,  or any supplement  thereto,  is required  pursuant to Rule 424(b),  the Prospectus,  and any such supplement,
         will be  filed in the  manner  and  within  the  time  period  required  by  Rule 424(b);  and no stop  order  suspending  the
         effectiveness  of the  Registration  Statement  shall have been issued and no  proceedings  for that  purpose  shall have been
         instituted or threatened.

                  (b)      The Company shall have requested and caused Kenneth Stewart,  Assistant  General Counsel of the Company,  to
         have  furnished to the  Representatives  his  opinion,  dated the Closing Date and  addressed to the  Representatives,  to the
         effect that:

                           (i)      The Company is a corporation  duly  incorporated,  validly  existing and in good standing under the
                  laws of the State of California;


10
<page>


                           (ii)     The Company has the corporate  power and  authority to own and operate its  property,  to lease the
                  property it operates as lessee and to conduct the  business in which it is  currently  engaged,  as  described in the
                  Prospectus;

                           (iii)    The Company has all requisite  corporate  power and  authority,  has taken all requisite  corporate
                  action,  and has received and is in compliance with all governmental,  judicial and other  authorizations,  approvals
                  and orders  necessary to enter into and perform the  Underwriting  Agreement  and the  Supplemental  Indenture and to
                  offer, issue, sell and deliver the Securities;

                           (iv)     the Trust  Indenture  has been duly  authorized,  executed  and  delivered  by the Company and is a
                  legal, valid, and binding instrument enforceable against the Company in accordance with its terms;

                           (v)      the Supplemental  Indenture has been duly authorized,  executed and delivered by the Company and is
                  a legal, valid, and binding instrument enforceable against the Company in accordance with its terms;

                           (vi)     the Securities  have been duly  authorized by the Company and, when executed and  authenticated  in
                  accordance  with the provisions of the Indenture and delivered to and paid for by the  Underwriters  pursuant to this
                  Agreement,  will constitute legal, valid and binding obligations of the Company entitled to the benefits of the Trust
                  Indenture, as supplemented by the Supplemental Indenture;

                           (vii)    the Trust Indenture, as supplemented by the Supplemental  Indenture,  creates a legally valid first
                  lien,  to the extent that it purports  to be such,  on the  properties  and assets of the  Company  subject  thereto,
                  securing, among other things, the Securities,  subject to the exceptions,  defects,  qualifications and other matters
                  set forth or referred to in the Prospectus and other matters that do not, in the opinion of such counsel,  materially
                  affect the security for the Securities;

                           (viii)   to the knowledge of such counsel,  there is no pending or threatened action,  suit or proceeding by
                  or before any court or governmental  agency,  authority or body or any arbitrator involving the Company or any of its
                  subsidiaries or its or their property which is not adequately  disclosed in the  Prospectus,  except in each case for
                  such  proceedings  that, if the subject of an  unfavorable  decision,  ruling or finding,  would not singly or in the
                  aggregate,  result in a material  adverse  change in the condition  (financial or  otherwise),  prospects,  earnings,
                  business,  properties or results of operations of the Company, and there is no franchise,  contract or other document
                  of a character  required to be described in the  Registration  Statement or Prospectus,  or to be filed as an exhibit
                  thereto,  which is not described or filed as required;  and the statements  included or  incorporated by reference in
                  the Prospectus under the headings "Legal Matters" and "Summary-- Southern  California Edison Company" or incorporated
                  by reference into the Prospectus from the sections entitled "Regulation" and

11
<page>


                  "Environmental  Matters" in the Company's  Annual Report on Form 10-K for the fiscal year ended December 31,
                  2002, as  supplemented  by  information  contained in the  Company's  subsequent  Quarterly  Reports on Form 10-Q and
                  Current  Reports on Form 8-K, which are  incorporated by reference in the  Prospectus,  fairly  summarize the matters
                  therein  described in all material  respects;  and the statements set forth in the  Prospectus  Supplement  under the
                  heading "Certain Terms of the Bonds" and in the base prospectus under the heading  "Description of the First Mortgage
                  Bonds," insofar as those statements purport to summarize certain provisions of the Trust Indenture,  the Supplemental
                  Indenture and the Securities, are accurate summaries in all material respects;

                           (ix)     the  Registration  Statement  has  become  effective  under  the Act;  any  required  filing of the
                  Prospectus,  and any  supplements  thereto,  pursuant to Rule 424(b)  has been made in the manner and within the time
                  period required by Rule 424(b);  to the knowledge of such counsel,  no stop order suspending the effectiveness of the
                  Registration  Statement has been issued,  no proceedings  for that purpose have been instituted or threatened and the
                  Registration  Statement and the Prospectus  (other than the financial  statements and other financial and statistical
                  information  contained  therein,  as to which such counsel need express no opinion) comply as to form in all material
                  respects  with  the  applicable  requirements  of the Act,  the  Exchange  Act and the  Trust  Indenture  Act and the
                  respective  rules  thereunder;  and such counsel has no reason to believe that on the Effective  Date or the date the
                  Registration  Statement  was last deemed  amended the  Registration  Statement  contained  any untrue  statement of a
                  material  fact or  omitted  to state any  material  fact  required  to be stated  therein  or  necessary  to make the
                  statements  therein not misleading or that the Prospectus as of its date and on the Closing Date included or includes
                  any  untrue  statement  of a  material  fact or  omitted  or omits to state a  material  fact  necessary  to make the
                  statements  therein,  in the light of the  circumstances  under which they were made,  not  misleading (in each case,
                  other than the financial  statements and other financial and statistical  information  contained therein, as to which
                  such counsel need express no opinion);

                           (x)      this Agreement has been duly authorized, executed and delivered by the Company;

                           (xi)     the Company is not and,  after giving  effect to the offering  and sale of the  Securities  and the
                  application of the proceeds  thereof as described in the Prospectus,  will not be an "investment  company" as defined
                  in the Investment Company Act of 1940, as amended;

                           (xii)    no consent,  approval,  authorization,  filing with or order of any court or governmental agency or
                  body is required in  connection  with the  transactions  contemplated  herein,  except such as have been obtained (i)
                  under the Act, (ii) from the California Public Utilities  Commission and (iii) such as may be required under the blue
                  sky laws of any  jurisdiction in connection with the purchase and  distribution of the Securities by the Underwriters
                  in the manner

12
<page>


                  contemplated  in this Agreement and in the Prospectus and such other  approvals  (specified in such opinion)
                  as have been obtained;

                           (xiii)   neither the execution and delivery of the Indenture, the issue and sale of the Securities,  nor the
                  consummation  of any other of the  transactions  herein  contemplated  nor the  fulfillment  of the terms hereof will
                  conflict  with,  result in a breach or  violation  of, or  imposition  of any lien,  charge or  encumbrance  upon any
                  property or assets of the Company  pursuant  to,  (i) the  charter or by-laws of the Company,  (ii) the  terms of any
                  indenture (other than,  solely with respect to the disposition of liens,  charges and  encumbrances  upon property or
                  assets of the Company or SCE Funding LLC, the lien created by the  Indenture in favor of the  Securities),  contract,
                  lease, mortgage, deed of trust, note agreement, loan agreement or other agreement,  obligation,  condition,  covenant
                  or  instrument  to which the  Company or SCE  Funding  LLC is a party or bound or to which its or their  property  is
                  subject,  or (iii) any statute,  law, rule,  regulation,  judgment,  order or decree applicable to the Company of any
                  court, regulatory body,  administrative agency,  governmental body, arbitrator or other authority having jurisdiction
                  over the Company or any of its properties; and

                           (xiv)    no holders of securities of the Company have rights to the  registration of such  securities  under
                  the Registration Statement.

         In rendering  such opinion,  such counsel may rely (A) as to matters  involving the  application  of laws of any  jurisdiction
         other than the State of  California or the Federal laws of the United  States,  to the extent he deems proper and specified in
         such opinion,  upon the opinion of other counsel of good standing whom he believes to be reliable and who are  satisfactory to
         counsel for the  Underwriters  and (B) as to matters of fact, to the extent he deems proper,  on  certificates  of responsible
         officers  of the  Company  and public  officials.  Such  counsel  may render  such  opinion  subject  to such  exceptions  and
         qualifications  as are  reasonable  or customary  under the  circumstances  and  acceptable  to counsel for the  Underwriters.
         References to the Prospectus in this paragraph (b) shall also include any supplements thereto at the Closing Date.


                  (c)      The  Representatives  shall  have  received  from  Cleary,  Gottlieb,  Steen  &amp;  Hamilton,  counsel  for the
         Underwriters,  such opinion or  opinions,  dated the Closing Date and  addressed to the  Representatives,  with respect to the
         issuance and sale of the Securities,  the Indenture,  the Registration Statement, the Prospectus (together with any supplement
         thereto) and other related  matters as the  Representatives  may reasonably  require,  and the Company shall have furnished to
         such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

                  (d)      The Company shall have furnished to the  Representatives  a certificate of the Company,  signed by the chief
         financial  officer  and the  controller  of the  Company,  dated the  Closing  Date,  to the effect  that the  signers of such
         certificate have carefully  examined the Registration  Statement,  the Prospectus,  any supplements to the Prospectus and this
         Agreement and that:


13
<page>


                           (i)      the  representations and warranties of the Company in this Agreement are true and correct on and as
                  of the Closing  Date with the same effect as if made on the Closing  Date and the Company has  complied  with all the
                  agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date;

                           (ii)     no stop order suspending the  effectiveness  of the  Registration  Statement has been issued and no
                  proceedings for that purpose have been instituted or, to the Company's knowledge, threatened; and

                           (iii)    since the date of the most recent  financial  statements  included or  incorporated by reference in
                  the Prospectus  (exclusive of any  supplement  thereto),  there has been no material  adverse effect on the condition
                  (financial or otherwise),  prospects, earnings, business or properties of the Company and its subsidiaries,  taken as
                  a whole,  whether or not arising  from  transactions  in the ordinary  course of business,  except as set forth in or
                  contemplated in the Prospectus (exclusive of any supplement thereto).

                  (e)      The  Company  shall  have  requested  and  caused  PricewaterhouseCoopers  LLP  to  have  furnished  to  the
         Representatives,  at the Execution Time and at the Closing Date,  letters,  dated respectively as of the Execution Time and as
         of the  Closing  Date,  in form and  substance  satisfactory  to the  Representatives,  confirming  that they are  independent
         accountants  within the meaning of the Act and the Exchange Act and the respective  applicable  rules and regulations  adopted
         by the  Commission  thereunder  and that they have performed a review of the unaudited  interim  financial  information of the
         Company for the  nine-month  period ended  September 30, 2003,  and as at September 30, 2003, in accordance  with Statement on
         Auditing Standards No. 100, and stating in effect that:

                           (i)      in their opinion the audited financial  statements and financial  statement  schedules  included or
                  incorporated by reference in the Registration  Statement and the Prospectus and reported on by them comply as to form
                  in all material respects with the applicable accounting  requirements of the Act and the Exchange Act and the related
                  rules and regulations adopted by the Commission;

                           (ii)     on the basis of a reading  of the latest  unaudited  financial  statements  made  available  by the
                  Company and its  subsidiaries;  their limited  review,  in accordance with standards  established  under Statement on
                  Auditing Standards No. 100, of the unaudited interim financial  information for the nine month period ended September
                  30, 2003, and as at September 30, 2003,  incorporated by reference in the Registration  Statement and the Prospectus;
                  carrying out certain  specified  procedures  (but not an examination in accordance with generally  accepted  auditing
                  standards) which would not necessarily  reveal matters of significance with respect to the comments set forth in such
                  letter;  a reading of the  minutes  of the  meetings  of the  stockholders,  directors  and the  executive,  finance,
                  compensation  and audit  committees  of the  Company,  and  inquiries  of certain  officials  of the Company who have
                  responsibility for financial

14
<page>


                  and accounting  matters of the Company and its  subsidiaries  as to  transactions  and events  subsequent to
                  December 31, 2002, nothing came to their attention which caused them to believe that:

                                    (1)     any  unaudited   financial   statements  included  or  incorporated  by  reference  in  the
                           Registration  Statement and the Prospectus do not comply as to form in all material respects with applicable
                           accounting  requirements  of the Act and with the related rules and  regulations  adopted by the  Commission
                           with respect to financial  statements  included or  incorporated  by reference in quarterly  reports on Form
                           10-Q under the Exchange Act; and said unaudited  financial  statements are not in conformity  with generally
                           accepted  accounting  principles  applied  on a basis  substantially  consistent  with  that of the  audited
                           financial  statements  included  or  incorporated  by  reference  in  the  Registration  Statement  and  the
                           Prospectus; or

                                    (2)     with respect to the period  subsequent to September 30, 2003, there were any changes,  at a
                           specified  date not more  than five  days  prior to the date of the  letter,  in the  long-term  debt of the
                           Company and its  subsidiaries  or common stock of the Company or decreases in the  consolidated  net current
                           assets  (working  capital) or  shareholders  equity of the Company as compared with the amounts shown on the
                           September 30, 2003,  consolidated  balance sheet included or incorporated  by reference in the  Registration
                           Statement and the  Prospectus,  or for the period from October 1, 2003 to such specified date there were any
                           decreases,  as  compared  with  the  corresponding  period  in the  preceding  year  and  quarter  in  total
                           consolidated  operating  revenue,  operating  income,  net income  before taxes or net income  available for
                           common stock of the Company and its  subsidiaries,  except in all  instances  for changes or  decreases  set
                           forth in such letter,  in which case the letter shall be  accompanied by an explanation by the Company as to
                           the significance thereof unless said explanation is not deemed necessary by the Representatives; and

                           (iii)    they have performed  certain other  specified  procedures as a result of which they determined that
                  certain information of an accounting,  financial or statistical nature (which is limited to accounting,  financial or
                  statistical  information  derived from the general  accounting records of the Company and its subsidiaries) set forth
                  in the  Registration  Statement and the Prospectus  and in Exhibit 12 to the  Registration  Statement,  including the
                  information set forth under the caption "Selected Financial Information" in the Prospectus,  the information included
                  or incorporated by reference in Items 1, 2, 6, 7 and 11 of the Company's Annual Report on Form 10-K,  incorporated by
                  reference in the  Registration  Statement  and the  Prospectus,  and the  information  included in the  "Management's
                  Discussion and Analysis of Financial  Condition and Results of Operations"  included or  incorporated by reference in
                  the Company's Quarterly Reports on Form 10-Q, incorporated by reference in the Registration Statement and the

15
<page>


                  Prospectus, agrees with the accounting records of the Company and its subsidiaries,  excluding any questions
                  of legal interpretation.

                  References to the Prospectus in this paragraph (e) include any supplement thereto at the date of the letter.

                  (f)      Subsequent  to the  Execution  Time or,  if  earlier,  the  dates as of  which  information  is given in the
         Registration  Statement (exclusive of any amendment thereof) and the Prospectus  (exclusive of any supplement thereto),  there
         shall not have been (i) any change or  decrease  specified  in the  letter or letters  referred  to in  paragraph  (e) of this
         Section 6 or (ii) any change, or any development  involving a prospective change, in or affecting the condition  (financial or
         otherwise),  earnings,  business or properties of the Company and its subsidiaries,  taken as a whole,  whether or not arising
         from transactions in the ordinary course of business,  except as set forth in or contemplated in the Prospectus  (exclusive of
         any  supplement  thereto) the effect of which,  in any case referred to in clause (i) or (ii) above,  is, in the sole judgment
         of the  Representatives,  so material and adverse as to make it  impractical  or  inadvisable  to proceed with the offering or
         delivery of the  Securities as  contemplated  by the  Registration  Statement  (exclusive  of any  amendment  thereof) and the
         Prospectus (exclusive of any supplement thereto).

                  (g)      Subsequent  to the  Execution  Time,  there  shall not have been any  decrease  in the  rating of any of the
         Company's  debt  securities  by any  "nationally  recognized  statistical  rating  organization"  (as defined for  purposes of
         Rule 436(g)  under the Act) or any notice  given of any  intended  or  potential  decrease in any such rating or of a possible
         change in any such rating that does not indicate the direction of the possible change.

                  (h)      Prior  to the  Closing  Date,  the  Company  shall  have  furnished  to  the  Representatives  such  further
         information, certificates and documents as the Representatives may reasonably request.

                  If any of the  conditions  specified  in this  Section 6 shall not have been  fulfilled  when and as provided in this
Agreement,  or if any of the  opinions  and  certificates  mentioned  above or  elsewhere  in this  Agreement  shall not be  reasonably
satisfactory in form and substance to the Representatives  and counsel for the Underwriters,  this Agreement and all obligations of the
Underwriters  hereunder  may be  canceled  at,  or at any time  prior  to,  the  Closing  Date by the  Representatives.  Notice of such
cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing.

                  The documents required to be delivered by this Section 6 shall be delivered at the office of Cleary,  Gottlieb, Steen
&amp; Hamilton, counsel for the Underwriters, at One Liberty Plaza, New York, NY, on the Closing Date.

                  7.       Reimbursement  of  Underwriters'  Expenses.  If the  sale  of the  Securities  provided  for  herein  is not
                           -------------------------------------------
consummated  because any condition to the obligations of the  Underwriters  set forth in Section 6 hereof is not satisfied,  because of
any  termination  pursuant to Section 10  hereof or because of any refusal,  inability or failure on the part of the Company to perform
any agreement herein or comply with any provision hereof other than by reason of a

16
<page>


default by any of the  Underwriters,  the Company will reimburse the Underwriters  severally through Citigroup Global Markets Inc.
on demand for all  out-of-pocket  expenses  (including  reasonable fees and disbursements of counsel) that shall have been
incurred by them in connection with the proposed purchase and sale of the Securities.

                  8.       Indemnification  and  Contribution.  (a) The Company agrees to indemnify and hold harmless each Underwriter,
                           -----------------------------------
the directors,  officers,  employees and agents of each Underwriter and each person who controls any Underwriter  within the meaning of
either the Act or the Exchange Act against any and all losses, claims,  damages or liabilities,  joint or several, to which they or any
of them may become  subject under the Act, the Exchange Act or other Federal or state  statutory  law or  regulation,  at common law or
otherwise,  insofar as such losses,  claims, damages or liabilities (or actions in respect thereof) arise out of, or are based upon any
untrue  statement or alleged untrue  statement of a material fact contained in the  registration  statement for the registration of the
Securities as originally filed or in any amendment  thereof,  or in any Preliminary  Prospectus or the Prospectus,  or in any amendment
thereof or  supplement  thereto,  or arise out of or are based upon the omission or alleged  omission to state  therein a material fact
required  to be stated  therein  or  necessary  to make the  statements  therein  not  misleading,  and agrees to  reimburse  each such
indemnified  party,  as incurred,  for any legal or other expenses  reasonably  incurred by them in connection  with  investigating  or
defending any such loss, claim, damage,  liability or action;  provided,  however, that the Company will not be liable in any such case
to the extent  that any such loss,  claim,  damage or  liability  arises out of or is based upon any such untrue  statement  or alleged
untrue  statement or omission or alleged  omission made therein in reliance upon and in conformity with written  information  furnished
to the Company by or on behalf of any  Underwriter  through the  Representatives  specifically  for inclusion  therein.  This indemnity
agreement will be in addition to any liability which the Company may otherwise have.

                  (b)      Each  Underwriter  severally and not jointly agrees to indemnify and hold harmless the Company,  each of its
directors,  each of its officers who signs the Registration  Statement,  and each person who controls the Company within the meaning of
either the Act or the Exchange Act, to the same extent as the foregoing  indemnity from the Company to each Underwriter,  but only with
reference to written  information  relating to such Underwriter  furnished to the Company by or on behalf of such  Underwriter  through
the  Representatives  specifically  for inclusion in the documents  referred to in the foregoing  indemnity.  This indemnity  agreement
will be in addition to any liability  which any  Underwriter  may otherwise  have.  The Company  acknowledges  that the  statements set
forth in the last paragraph of the cover page  regarding  delivery of the Securities  and,  under the heading  "Underwriting,"  (i) the
list of Underwriters and their respective  participation in the sale of the Securities,  (ii) the  sentences related to concessions and
reallowances and (iii) the  paragraph related to  stabilization,  syndicate  covering  transactions and penalty bids in any Preliminary
Prospectus and the Prospectus  constitute the only  information  furnished in writing by or on behalf of the several  Underwriters  for
inclusion in any Preliminary Prospectus or the Prospectus.

                  (c)      Promptly after receipt by an  indemnified  party under this Section 8 of notice of the  commencement  of any
action,  such indemnified party will, if a claim in respect thereof is to be made against the indemnifying  party under this Section 8,
notify the indemnifying  party in writing of the  commencement  thereof;  but the failure so to notify the indemnifying  party (i) will
not relieve it from liability under paragraph (a) or (b) above unless


17
<page>


and to the extent it did not  otherwise  learn of such  action and such  failure  results  in the  forfeiture  by the
indemnifying  party of  substantial  rights and defenses  and  (ii) will  not, in any event,  relieve the  indemnifying  party from any
obligations  to any  indemnified  party  other  than the  indemnification  obligation  provided  in  paragraph (a)  or (b)  above.  The
indemnifying  party shall be entitled to appoint  counsel of the  indemnifying  party's choice at the  indemnifying  party's expense to
represent the  indemnified  party in any action for which  indemnification  is sought (in which case the  indemnifying  party shall not
thereafter be responsible  for the fees and expenses of any separate  counsel  retained by the  indemnified  party or parties except as
set  forth  below);  provided,  however,  that such  counsel  shall be  satisfactory  to the  indemnified  party.  Notwithstanding  the
                     --------   -------
indemnifying  party's  election to appoint counsel to represent the indemnified  party in an action,  the indemnified  party shall have
the right to employ separate counsel  (including local counsel),  and the indemnifying  party shall bear the reasonable fees, costs and
expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying  party to represent the indemnified  party would
present such counsel with a conflict of interest,  (ii) the  actual or potential  defendants in, or targets of, any such action include
both the  indemnified  party and the  indemnifying  party and the indemnified  party shall have reasonably  concluded that there may be
legal  defenses  available to it and/or other  indemnified  parties  which are different  from or additional to those  available to the
indemnifying  party,  (iii) the  indemnifying party shall not have employed counsel  satisfactory to the indemnified party to represent
the  indemnified  party within a reasonable time after notice of the  institution of such action or (iv) the  indemnifying  party shall
authorize the indemnified  party to employ separate counsel at the expense of the indemnifying  party. An indemnifying  party will not,
without the prior  written  consent of the  indemnified  parties,  settle or  compromise  or consent to the entry of any judgment  with
respect to any pending or threatened  claim,  action,  suit or proceeding in respect of which  indemnification  or contribution  may be
sought  hereunder  (whether  or not the  indemnified  parties  are actual or  potential  parties to such claim or action)  unless  such
settlement,  compromise or consent includes an unconditional  release of each indemnified  party from all liability arising out of such
claim, action, suit or proceeding.

                  (d)      In the event that the indemnity  provided in  paragraph (a)  or (b) of this  Section 8 is  unavailable to or
insufficient to hold harmless an indemnified  party for any reason,  the Company and the Underwriters  severally agree to contribute to
the aggregate  losses,  claims,  damages and  liabilities  (including  legal or other expenses  reasonably  incurred in connection with
investigating  or defending same)  (collectively  "Losses") to which the Company and one or more of the  Underwriters may be subject in
such proportion as is appropriate to reflect the relative  benefits  received by the Company on the one hand and by the Underwriters on
the other from the offering of the Securities;  provided,  however, that in no case shall any Underwriter (except as may be provided in
                                                --------   -------
any  agreement  among  underwriters  relating  to the  offering  of the  Securities)  be  responsible  for any  amount in excess of the
underwriting  discount or commission applicable to the Securities purchased by such Underwriter  hereunder.  If the allocation provided
by the immediately  preceding  sentence is unavailable for any reason,  the Company and the Underwriters  severally shall contribute in
such  proportion as is  appropriate  to reflect not only such relative  benefits but also the relative  fault of the Company on the one
hand and of the  Underwriters  on the other in connection with the statements or omissions which resulted in such Losses as well as any
other relevant  equitable  considerations.  Benefits received by the Company shall be deemed to be equal to the total net proceeds from
the offering (before deducting expenses) received by it, and benefits received by the Underwriters shall be deemed to be equal

18
<page>


to the total underwriting  discounts and commissions,  in each case as set forth on the cover page of the Prospectus.
Relative  fault shall be  determined  by reference  to, among other  things,  whether any untrue or any alleged  untrue  statement of a
material fact or the omission or alleged  omission to state a material fact relates to  information  provided by the Company on the one
hand or the  Underwriters on the other, the intent of the parties and their relative  knowledge,  access to information and opportunity
to correct or prevent  such  untrue  statement  or  omission.  The  Company  and the  Underwriters  agree that it would not be just and
equitable if contribution  were determined by pro rata allocation or any other method of allocation  which does not take account of the
equitable  considerations  referred to above.  Notwithstanding  the  provisions of this  paragraph (d),  no person guilty of fraudulent
misrepresentation  (within the  meaning of Section  11(f) of the Act) shall be  entitled  to  contribution  from any person who was not
guilty of such  fraudulent  misrepresentation.  For  purposes of this  Section 8, each person who  controls an  Underwriter  within the
meaning of either the Act or the Exchange Act and each  director,  officer,  employee and agent of an  Underwriter  shall have the same
rights to  contribution  as such  Underwriter,  and each person who  controls  the Company  within the meaning of either the Act or the
Exchange  Act,  each officer of the Company who shall have signed the  Registration  Statement  and each  director of the Company shall
have  the  same  rights  to  contribution  as the  Company,  subject  in each  case to the  applicable  terms  and  conditions  of this
paragraph (d).

                  9.       Default by an  Underwriter.  If any one or more  Underwriters  shall fail to purchase and pay for any of the
                           ---------------------------
Securities  agreed to be purchased by such  Underwriter  or  Underwriters  hereunder  and such failure to purchase  shall  constitute a
default in the performance of its or their obligations under this Agreement,  the remaining  Underwriters shall be obligated  severally
to take up and pay for (in the  respective  proportions  which the principal  amount of Securities  set forth  opposite  their names in
Schedule  I hereto  bears  to the  aggregate  principal  amount  of  Securities  set  forth  opposite  the  names of all the  remaining
Underwriters) the Securities which the defaulting  Underwriter or Underwriters agreed but failed to purchase;  provided,  however, that
                                                                                                               --------   -------
in the event that the aggregate  principal amount of Securities which the defaulting  Underwriter or Underwriters  agreed but failed to
purchase shall exceed 10% of the aggregate  principal amount of Securities set forth in Schedule I hereto,  the remaining  Underwriters
shall  have the right to  purchase  all,  but shall not be under  any  obligation  to  purchase  any,  of the  Securities,  and if such
nondefaulting  Underwriters do not purchase all the Securities,  this Agreement will terminate  without  liability to any nondefaulting
Underwriter  or the  Company.  In the event of a default by any  Underwriter  as set forth in this Section 9, the Closing Date shall be
postponed  for such period,  not exceeding  five  Business  Days,  as the  Representatives  shall  determine in order that the required
changes  in the  Registration  Statement  and the  Prospectus  or in any other  documents  or  arrangements  may be  effected.  Nothing
contained in this Agreement  shall relieve any defaulting  Underwriter of its liability,  if any, to the Company and any  nondefaulting
Underwriter for damages occasioned by its default hereunder.

                  10.      Termination.   This  Agreement  shall  be  subject  to  termination  in  the  absolute   discretion  of  the
                           ------------
Representatives,  by notice  given to the Company  prior to delivery  of and payment for the  Securities,  if at any time prior to such
time (i) trading in the Company's  Common Stock shall have been  suspended by the  Commission or the New York Stock Exchange or trading
in  securities  generally  on the New York Stock  Exchange  shall have been  suspended  or  limited or minimum  prices  shall have been
established on such Exchange, (ii) a banking moratorium shall have been declared either by Federal or New York State authorities or

19
<page>


(iii) there  shall have  occurred any outbreak or escalation of  hostilities,  declaration  by the United States of a
national  emergency  or war, or other  calamity or crisis the effect of which on  financial  markets is such as to make it, in the sole
judgment  of the  Representatives,  impractical  or  inadvisable  to  proceed  with the  offering  or  delivery  of the  Securities  as
contemplated by the Prospectus (exclusive of any supplement thereto).

                  11.      Representations  and  Indemnities  to  Survive.  The  respective  agreements,  representations,  warranties,
                           -----------------------------------------------
indemnities  and other  statements  of the  Company or its  officers  and of the  Underwriters  set forth in or made  pursuant  to this
Agreement  will  remain in full force and  effect,  regardless  of any  investigation  made by or on behalf of any  Underwriter  or the
Company or any of the officers,  directors,  employees, agents or controlling persons referred to in Section 8 hereof, and will survive
delivery of and payment for the  Securities.  The provisions of Sections 7 and 8 hereof shall survive the  termination or  cancellation
of this Agreement.

                  12.      Notices.  All  communications  hereunder will be in writing and effective  only on receipt,  and, if sent to
                           --------
the Representatives,  will be mailed,  delivered or sent by facsimile transmission to the Citigroup Global Markets Inc. General Counsel
(fax no.: (212)  816-7912) and confirmed to the General  Counsel,  Citigroup  Global Markets Inc., at 388 Greenwich  Street,  New York,
New York, 10013 Attention:  General Counsel; or, if sent to the Company,  will be mailed,  delivered or sent by facsimile  transmission
to Southern California Edison Company,  Assistant Treasurer,  2244 Walnut Grove Ave.,  Rosemead,  CA 91770 (fax no. (626) 302-1472) and
confirmed to the attention of the General Counsel at the same address, c/o Kenneth Stewart (fax no. (626) 302-4106.

                  13.      Successors.  This  Agreement  will inure to the benefit of and be binding upon the parties  hereto and their
                           -----------
respective successors and the officers,  directors,  employees,  agents and controlling persons referred to in Section 8 hereof, and no
other person will have any right or obligation hereunder.

                  14.      Applicable  Law. This Agreement  will be governed by and construed in accordance  with the laws of the State
                           ----------------
of New York applicable to contracts made and to be performed within the State of New York.

                  15.      Counterparts.  This Agreement may be signed in one or more  counterparts,  each of which shall constitute an
                           ------------
original and all of which together shall constitute one and the same agreement.

                  16.      Headings.  The section  headings used herein are for convenience  only and shall not affect the construction
                           ---------
hereof.

                  17.      Definitions.  The terms which follow, when used in this Agreement, shall have the meanings indicated.
                           ------------

                  "Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission  promulgated
         thereunder.


20
<page>



                  "Business  Day" shall mean any  day other  than a  Saturday,  a Sunday or a legal  holiday or a day on which  banking
         institutions or trust companies are authorized or obligated by law to close in New York City.

                  "Commission" shall mean the Securities and Exchange Commission.

                  "Effective  Date" shall mean each date and time that the  Registration  Statement,  any  post-effective  amendment or
         amendments thereto and any Rule 462(b) Registration Statement became or become effective.

                  "Exchange  Act" shall mean the  Securities  Exchange Act of 1934, as amended,  and the rules and  regulations  of the
         Commission promulgated thereunder.

                  "Execution Time" shall mean the date and time that this Agreement is executed and delivered by the parties hereto.

                  "Material  Adverse  Effect" shall mean,  with respect to the Company,  any effect that is  materially  adverse to the
         condition (financial or otherwise),  prospects,  earnings,  business or properties of the Company and its subsidiaries,  taken
         as a whole, whether or not arising from transactions in the ordinary course of business.

                  "Preliminary  Prospectus"  shall  mean  any  preliminary  prospectus  referred  to in  paragraph 1(a)  above  and any
         preliminary prospectus included in the Registration Statement at the Effective Date that omits Rule 430A Information.

                  "Prospectus"  shall mean the prospectus  relating to the Securities that is first filed pursuant to Rule 424(b) after
         the Execution Time or, if no filing pursuant to Rule 424(b) is required,  shall mean the form of final prospectus  relating to
         the Securities included in the Registration Statement at the Effective Date.

                  "Registration  Statement"  shall mean the  registration  statement  referred to in  paragraph 1(a)  above,  including
         exhibits and financial  statements,  as amended at the Execution Time (or, if not effective at the Execution Time, in the form
         in which it shall become effective) and, in the event any  post-effective  amendment  thereto or any Rule 462(b)  Registration
         Statement  becomes  effective  prior to the Closing Date,  shall also mean such  registration  statement as so amended or such
         Rule 462(b)  Registration  Statement,  as the case may be. Such term shall  include  any  Rule 430A  Information  deemed to be
         included therein at the Effective Date as provided by Rule 430A.

                  "Rule 424", "Rule 430A" and "Rule 462" refer to such rules under the Act.

                  "Rule 430A  Information"  shall mean information with respect to the Securities and the offering thereof permitted to
         be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A.

                  "Rule 462(b)  Registration  Statement" shall mean a registration  statement and any amendments thereto filed pursuant
         to Rule 462(b) relating to the offering covered by the registration statement referred to in Section 1(a) hereof.

21
<page>

                  "Trust  Indenture Act" shall mean the Trust  Indenture Act of 1939, as amended,  and the rules and regulations of the
         Commission promulgated thereunder.


22
<page>


                  If the  foregoing  is in  accordance  with your  understanding  of our  agreement,  please  sign and return to us the
enclosed  duplicate  hereof,  whereupon this letter and your acceptance  shall represent a binding  agreement among the Company and the
several Underwriters.

                                                              Very truly yours,


                                                              SOUTHERN CALIFORNIA EDISON COMPANY


                                                              By:            W. James Scilacci
                                                                  ------------------------------------------------
                                                                  Name:      W. James Scilacci
                                                                  Title:     Senior Vice President and
                                                                             Chief Financial Officer


The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.


CITIGROUP GLOBAL MARKETS INC.

By:               Howard Hiller
     -----------------------------------------------
     Name:        Howard Hiller
     Title:       Managing Director

J.P. MORGAN SECURITIES INC.

By:               Robert Bottamedi
     -----------------------------------------------
     Name:        Robert Bottamedi
     Title:       Vice President

LEHMAN BROTHERS INC.

By:               Gregory J. Hall
     -----------------------------------------------
     Name:        Gregory J. Hall
     Title:       Managing Director

For themselves and the other
several Underwriters named in
Schedule I to the foregoing
Agreement.

23
<page>



                                                              SCHEDULE I
                                                              ----------


                                                    Principal Amount of    Principal Amount    Principal Amount
                                                        2004A Bonds        of 2004B Bonds to    of 2004C Bonds
                                                           to be             be Purchased       to be Purchased
                                                                               ---------             ---------
Underwriters                                             Purchased
- ------------                                             ---------

Citigroup Global Markets Inc.................................$69,900,000         $122,325,000        $34,950,000
J.P. Morgan Securities Inc. ................................. 69,900,000          122,325,000         34,950,000
Lehman Brothers Inc. ........................................ 69,900,000          122,325,000         34,950,000
Barclays Capital Inc. ........................................15,900,000           27,825,000          7,950,000
Credit Suisse First Boston LLC................................15,900,000           27,825,000          7,950,000
Mellon Financial Markets, LLC..................................15,900,000           27,825,000          7,950,000
Wedbush Morgan Securities Inc.................................15,900,000           27,825,000          7,950,000
Wells Fargo Institutional Brokerage Services, LLC.............15,900,000           27,825,000          7,950,000
Banc One Capital Markets, Inc. ................................3,600,000            6,300,000          1,800,000
Deutsche Bank Securities Inc. .................................3,600,000            6,300,000          1,800,000
Scotia Capital (USA) Inc. .....................................3,600,000            6,300,000          1,800,000
                                                            ------------         ------------       ------------
          Total.............................................$300,000,000         $525,000,000       $150,000,000
                                                            =====================================================


</PRE>
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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>4
<FILENAME>supple.htm
<DESCRIPTION>SUPPLEMENTAL INDENTURE FOR 8-K
<TEXT>
<HTML>
<HEAD>
<TITLE>
Exhibit 4.1 Supplemental Indenture
</TITLE>
</HEAD>
<BODY>
<PRE>
                                                           ONE HUNDRED FIRST
                                                        SUPPLEMENTAL INDENTURE








                                                  Southern California Edison Company

                                                                  to

                                                         The Bank of New York

                                                                  and

                                                            D. G. Donovan,

                                                               Trustees








                                                      DATED AS OF JANUARY 7, 2004





<page>



                  This One Hundred First Supplemental Indenture, dated as of the 7th day of January, 2004, is entered into by and
between Southern California Edison Company (between 1930 and 1947 named "Southern California Edison Company Ltd."), a corporation
duly organized and existing under and by virtue of the laws of the State of California and having its principal office and mailing
address at 2244 Walnut Grove Avenue, in the City of Rosemead, County of Los Angeles, State of California 91770, and qualified to do
business in the States of Arizona, New Mexico, and Nevada (hereinafter sometimes termed the "Company"), and The Bank of New York, a
corporation duly organized and existing under and by virtue of the laws of the State of New York, acting through its agent, BNY
Midwest Trust Company with its principal office and mailing address at 2 North LaSalle Street, in the City of Chicago, State of
Illinois 60602 (successor Trustee to Harris Trust and Savings Bank), and D. G. Donovan of 2 North LaSalle Street, in the City of
Chicago, State of Illinois 60602 (successor Trustee to R. G. Mason, who was successor Trustee to Wells Fargo Bank, National
Association, which was successor Trustee to Security Pacific National Bank, formerly named Security First National Bank and
Security-First National Bank of Los Angeles, successor, by consolidation and merger, to Pacific-Southwest Trust &amp; Savings Bank), as
Trustees (hereinafter sometimes termed the "Trustees");

                  WITNESSETH:

                  WHEREAS, the Company heretofore executed and delivered to said Harris Trust and Savings Bank and said
Pacific-Southwest Trust &amp; Savings Bank, Trustees, a certain Indenture of Mortgage or Deed of Trust dated as of October 1, 1923, which
said Indenture was duly filed for record and recorded in the offices of the respective recorders of the following counties:  in the
State of California-Fresno County, Volume 397 of Official Records, page 1; Imperial County, Book 1174 of Official Records, page 966;
Inyo County, Volume 154 of Official Records, page 417; Kern County, Book 379 of Trust Deeds, page 196; Kings County, Volume 84 of
Deeds, page 1; Los Angeles County, Book 2963 of Official Records, page 1; Madera County, Volume 9 of Official Records, page 63;
Merced County, Volume 363 of Official Records, page 1; Modoc County, Volume 230 of Official Records, page 119 et seq.; Mono County,
Volume 64 of Official Records, page 29; Orange County, Book 496 of Deeds, page 1; Riverside County, Book 594 of Deeds, page 252; San
Bernardino County, Book 825 of Deeds, page 1; San Diego County, Series 5 Book 1964, page 84061; Santa Barbara County, Book 229 of
Deeds, page 30; Stanislaus County, Volume 465 of Official Records, page 370; Tulare County, Volume 50 of Official Records, page 1;
Tuolumne County, Volume 274 of Official Records, page 568; and Ventura County, Volume 33 of Official Records, page 1; in the State of
Nevada-Clark County, Book 8 of Mortgages; Churchill County, Book 40 of Official Records, page 235; Lyon County, Book 39 of Mortgages,
page 1; Mineral County, Book 13 of Official Records, page 794; Pershing County, Book 15 of Official Records, page 612; and Washoe
County, Book 83 of Mortgages, page 301; in the State of Arizona-La Paz County, Instrument No. 83-000212 of Official Records; Mohave
County, Book 11 of Realty Mortgages; Maricopa County, Docket 4349 of Official Records, page 197; and Yuma County, Docket 369, page
310; and in the offices of the county clerks of the following counties in the State of New Mexico-McKinley County, Book Mtg. 50,
page 187 and filed as Document No. 10536 in the Chattel Records; and San Juan County, Book Mtg. 630, page 13 and filed as Document No.
17838 in the Chattel Records (hereinafter referred to as the "Original Indenture"), to secure the payment of the principal of and
interest on all bonds of the Company at any time outstanding thereunder, and (as to certain such filings or recordings) the principal
of and interest on all Debentures of 1919 (referred to in the Original Indenture and now retired) outstanding; and

                  WHEREAS, the Company has heretofore executed and delivered to the Trustees one hundred certain supplemental
indentures, dated, respectively, as of March 1, 1927, April 25, 1935, June 24, 1935, September 1, 1935, August 15, 1939, September 1,
1940, January 15, 1948, August 15, 1948, February 15, 1951, August 15, 1951, August 15, 1953, August 15, 1954, April 15, 1956,
February 15, 1957, July 1, 1957, August 15, 1957, August 15, 1958, January 15, 1960, August 15, 1960, April 1, 1961, May 1, 1962,
October 15, 1962, May 15, 1963, February 15, 1964, February 1, 1965, May 1, 1966, August 15, 1966, May 1, 1967, February 1, 1968,
January 15, 1969, October 1, 1969, December 1, 1970, September 15, 1971, August 15, 1972, February 1, 1974, July 1, 1974, November 1,
1974, March 1, 1975, March 15, 1976, July 1, 1977, November 1, 1978, June 15, 1979, September 15, 1979, October 1, 1979, April 1,
1980, November 15, 1980, May 15, 1981, August 1, 1981, December 1, 1981, January 16, 1982, April 15, 1982, November 1, 1982, November
1, 1982, January 1, 1983, May 1, 1983, December 1, 1984, March 15, 1985,


<page>



October 1, 1985, October 15, 1985, March 1, 1986, March 15, 1986, April 15, 1986, April 15, 1986, July 1, 1986, September 1, 1986,
September 1, 1986, December 1, 1986, July 1, 1987, October 15, 1987, November 1, 1987, February 15, 1988, April 15, 1988, July 1,
1988, August 15, 1988, September 15, 1988, January 15, 1989, May 1, 1990, June 15, 1990, August 15, 1990, December 1, 1990, April 1,
1991, May 1, 1991, June 1, 1991, December 1, 1991, February 1, 1992, April 1, 1992, July 1, 1992, July 15, 1992, December 1, 1992,
January 15, 1993, March 1, 1993, June 1, 1993, June 15, 1993, July 15, 1993, September 1, 1993, October 1, 1993, February 21, 2002,
February 15, 2003, October 15, 2003, and December 15, 2003, which modify, amend and supplement the Original Indenture, such Original
Indenture, as so modified, amended and supplemented, being hereinafter referred to as the "Amended Indenture"; and

                  WHEREAS, there have been issued and are now outstanding and entitled to the benefits of the Amended Indenture, First
and Refunding Mortgage Bonds as follows:

              Series                        Due Date                       Principal Amount
              ------                        --------                       ----------------
             86D,E,F&amp;G                        2008                              196,000,000
             87A,B,C&amp;D                        2008                              135,000,000
                91A                           2021                               48,920,000
                91D                           2017                               28,585,000
                92C                           2027                               30,000,000
                92E                           2024                              190,000,000
                93C                           2026                              300,000,000
                93D                           2023                              154,540,000
                93G                           2025                              225,000,000
                93H                           2004                              125,000,000
                93I                           2018                              200,000,000
               2003A                          2007                                   50,000
               2003B                          2007                              965,915,000
               2003C                          2006                              700,000,000

                  WHEREAS, the Company proposes presently to issue in fully registered form only, without coupons, up to $975,000,000
aggregate principal amount of three new series of the Company's First and Refunding Mortgage Bonds, pursuant to resolutions of the
Board of Directors and/or the Executive Committee of the Board of Directors of the Company, and/or actions by one or more officers of
the Company, said new series to be designated as Series 2004A, Series 2004B, and Series 2004C, respectively (collectively referred to
herein as the "Bonds"), and the Company's authorized bonded indebtedness has been increased to provide for the issuance of the Bonds;
and

                  WHEREAS, the Company has acquired real and personal property since the execution and delivery of the One Hundredth
Supplemental Indenture which, with certain exceptions, is subject to the lien of the Amended Indenture by virtue of the
after-acquired property clauses and other clauses thereof, and the Company now desires in this One Hundred First Supplemental
Indenture (hereinafter sometimes referred to as this "Supplemental Indenture") expressly to convey and confirm unto the Trustees all
properties, whether real, personal or mixed, now owned by the Company (with the exceptions hereinafter noted); and

                  WHEREAS, for the purpose of further safeguarding the rights and interests of the holders of bonds under the Amended
Indenture, the Company desires, in addition to such conveyance, to enter into certain covenants with the Trustees; and

                  WHEREAS, the making, executing, acknowledging, delivering and recording of this Supplemental Indenture have been
duly authorized by proper corporate action of the Company, and the Trustees have each duly determined to execute and accept this
Supplemental Indenture;

                  NOW, THEREFORE, in order further to secure the payment of the principal of and interest on all of the bonds of the
Company at any time outstanding under the Amended Indenture, as from time to time amended and supplemented, including specifically,
but without limitation, the First and Refunding


<page>



Mortgage Bonds, Series 86D, Series 86E, Series 86F, Series 86G, Series 87A, Series 87B, Series 87C, Series 87D, Series 91A, Series
91D, Series 92C, Series 92E, Series 93C, Series 93D, Series 93G, Series 93H, Series 93I, Series 2003A, Series 2003B, and Series
2003C, referred to above, all of said bonds having been heretofore issued and being now outstanding, and the Bonds, of the aggregate
principal amount of up to $975,000,000, to be presently issued and outstanding; and to secure the performance and observance of each
and every of the covenants and agreements contained in the Amended Indenture, and without in any way limiting (except as hereinafter
specifically provided) the generality or effect of the Original Indenture or any of said supplemental indentures executed and
delivered prior to the execution and delivery of this Supplemental Indenture insofar as by any provision of any said Indenture any of
the properties hereinafter referred to are subject to the lien and operation thereof, but to such extent (except as hereinafter
specifically provided) confirming such lien and operation, and for and in consideration of the premises, and of the sum of One Dollar
($1.00) to the Company duly paid by the Trustees, at or upon the ensealing and delivery of these presents (the receipt whereof is
hereby acknowledged), the Company has executed and delivered this Supplemental Indenture and has granted, bargained, sold, aliened,
released, conveyed, assigned, transferred, warranted, mortgaged, and pledged, and by these presents does grant, bargain, sell, alien,
release, convey, assign, transfer, warrant, mortgage, and pledge unto the Trustees, their successors in trust and their assigns
forever, in trust, with power of sale, all of the following:

                  All and singular the plants, properties (including goods which are or are to become fixtures), equipment, and
generating, transmission, feeding, storing, and distributing systems, and facilities and utilities of the Company in the Counties of
Fresno, Imperial, Inyo, Kern, Kings, Los Angeles, Madera, Merced, Modoc, Mono, Orange, Riverside, San Bernardino, San Diego, Santa
Barbara, Stanislaus, Tulare, Tuolumne, and Ventura, in the State of California, Churchill, Clark, Lyon, Mineral, Pershing, and
Washoe, in the State of Nevada, La Paz and Maricopa, in the State of Arizona, and McKinley and San Juan, in the State of New Mexico,
and elsewhere either within or without said States, with all and singular the franchises, ordinances, grants, easements,
rights-of-way, permits, privileges, contracts, appurtenances, tenements, and other rights and property thereunto appertaining or
belonging, as the same now exist and as the same or any and all parts thereof may hereafter exist or be improved, added to, enlarged,
extended or acquired in said Counties, or elsewhere either within or without said States;

                  Together with, to the extent permitted by law, all other properties, real, personal, and mixed (including goods
which are or are to become fixtures), except as herein expressly excepted, of every kind, nature, and description, including those
kinds and classes of property described or referred to (whether specifically or generally or otherwise) in the Original Indenture
and/or in any one or more of the indentures supplemental thereto, now or hereafter owned, possessed, acquired or enjoyed by or in any
manner appertaining to the Company, and the reversion and reversions, remainder and remainders, tolls, incomes, revenues, rents,
issues, and profits thereof; it being hereby intended and expressly agreed that all the business, franchises, and properties, real,
personal, and mixed (except as herein expressly excepted), of every kind and nature whatsoever and wherever situated, now owned,
possessed, or enjoyed, and which may hereafter be in anywise owned, possessed, acquired, or enjoyed by the Company, shall be as fully
embraced within the provisions hereof and be subject to the lien created hereby and by the Original Indenture and said supplemental
indentures executed and delivered prior to the execution and delivery of this Supplemental Indenture, as if said properties were
particularly described herein;

                  Saving and excepting, however, anything contained herein or in the granting clauses of the Original Indenture, or of
the above mentioned indentures supplemental thereto, or elsewhere contained in the Original Indenture or said supplemental
indentures, to the contrary notwithstanding, from the property hereby or thereby mortgaged and pledged, all of the following property
(whether now owned by the Company or hereafter acquired by it):  all bills, notes, warrants, customers' service and extension
deposits, accounts receivable, cash on hand or deposited in banks or with any governmental agency, contracts, choses in action,
operating agreements and leases to others (as distinct from the property leased and without limiting any rights of the Trustees with
respect thereto under any of the provisions of the Amended Indenture), all bonds, obligations, evidences of indebtedness, shares of
stock and other securities, and certificates or evidences of interest therein, all office furniture and office equipment, motor
vehicles and tools therefor, all materials, goods, merchandise, and supplies acquired for the purpose of sale in the ordinary


<page>


course of business or for consumption in the operation of any property of the Company, and all electrical energy and other materials
or products produced by the Company for sale, distribution, or use in the ordinary conduct of its business--other than any of the
foregoing which has been or may be specifically transferred or assigned to or pledged or deposited with the Trustees, or any of them,
under the Amended Indenture, or required by the provisions of the Amended Indenture, so to be; provided, however, that if, upon the
occurrence of a default under the Amended Indenture, the Trustees, or any of them, or any receiver appointed under the Amended
Indenture, shall enter upon and take possession of the mortgaged and pledged property, the Trustees, or such Trustee or such receiver
may, to the extent permitted by law, at the same time likewise take possession of any and all of the property excepted by this
paragraph then on hand which is used or useful in connection with the business of the Company, and collect, impound, use, and
administer the same to the same extent as if such property were part of the mortgaged and pledged property and had been specifically
mortgaged and pledged hereunder, unless and until such default shall be remedied or waived and possession of the mortgaged and
pledged property restored to the Company, its successors or assigns, and provided further, that upon the taking of such possession
and until possession shall be restored as aforesaid, all such excepted property of which the Trustees, or such Trustee or such
receiver shall have so taken possession, shall be and become subject to the lien hereof, subject, however, to any liens then existing
on such excepted property.

                  And the Company does hereby covenant and agree with the Trustees, and the Trustees with the Company, as follows:

                                                                PART I

                  The Trustees shall have and hold all and singular the properties conveyed, assigned, mortgaged and pledged hereby or
by the Amended Indenture, including property hereafter as well as heretofore acquired, in trust for the equal and proportionate
benefit and security of all present and future holders of the bonds and interest obligations issued and to be issued under the
Amended Indenture, as from time to time amended and supplemented, without preference of any bond over any other bond by reason of
priority in date of issuance, negotiation, time of maturity, or for any other cause whatsoever, except as otherwise in the Amended
Indenture, as from time to time amended and supplemented, permitted, and to secure the payment of all bonds now or at any time
hereafter outstanding under the Amended Indenture, as from time to time amended and supplemented, and the performance of and
compliance with the covenants and conditions of the Amended Indenture, as from time to time amended and supplemented, and under and
subject to the provisions and conditions and for the uses set forth in the Amended Indenture, as from time to time amended and
supplemented.

                                                                PART II

                  Article I to Article Twenty-One, inclusive, of the Amended Indenture are hereby incorporated by reference herein and
made a part hereof as fully as though set forth at length herein.

                                                               PART III

                  All of the terms appearing herein shall be defined as the same are now defined under the provisions of the Amended
Indenture, except when expressly herein otherwise defined.

                                                                PART IV

                  Pursuant to Section 1 of Article Five of the Original Indenture, as amended by Part IV, Subpart C, of the Sixth
Supplemental Indenture, dated as of September 1, 1940, the notice to be given with respect to the redemption of the Bonds in whole or
in part, shall be limited to and shall consist of the giving by the Company or The Bank of New York, Trustee, of a notice in writing
(including by facsimile transmission) of such redemption, at least 30 days, but not more than 60 days, prior to the date fixed for
redemption to the holder of each Bond called for redemption at the holder's last address shown on the registry books of the Company.
Failure to so provide such notice to the holder of any Bond shall not affect the validity of the redemption proceedings with respect
to any other Bond.


<page>


                                                                PART V

                  The Bonds shall be in substantially the form set forth in a resolution of the Board of Directors or the Executive
Committee of the Board of Directors of the Company, or a certificate evidencing action by an officer or officers of the Company, and
may have placed thereon such letters, numbers or other marks of identification and such legends or endorsements as set forth in this
Supplemental Indenture or as may be required to comply with the Securities Act of 1933, as amended (the "Securities Act"), any other
laws, any other rules of the Securities and Exchange Commission or any securities exchange, or as may, consistently herewith, be
determined to be necessary or appropriate by the officers executing the Bonds, as evidenced by their execution of the Bonds.

                  The Bonds initially shall be represented by one or more securities in registered, global form without interest
coupons ("Global Bonds").  Each certificate for Global Bonds shall represent the aggregate principal of outstanding Bonds from time
to time endorsed thereon and the aggregate principal amount of outstanding Bonds represented thereby may from time to time be reduced
or increased, as appropriate, to reflect exchanges and redemptions.  Any endorsement of a Global Bond certificate to reflect the
amount of any increase or decrease in the aggregate principal amount of outstanding Bonds represented thereby shall be made by BNY
Midwest Trust Company, as Agent for The Bank of New York, Trustee, as registrar for the Bonds (the "Bond Registrar"), in accordance
with instructions given by the registered holder thereof.

                  The Company initially appoints The Depository Trust Company ("DTC") to act as depositary with respect to the Global
Bonds (together with any successor, the "Depositary").  Each certificate representing Global Bonds shall bear a legend in
substantially the following form (the "Global Bond Legend"):

                  Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York
                  corporation ("DTC"), to Southern California Edison Company or its Agent for registration or transfer, exchange, or
                  payment, and any certificate issued is registered in the name of Cede &amp; Co. or in such other name as is requested by
                  an authorized representative of DTC (and any payment is made to Cede &amp; Co. or to such other entity as is requested
                  by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
                  ANY PERSON IS WRONGFUL inasMUch as the registered owner hereof, Cede &amp; Co., has an interest herein.

                  Beneficial interests in the Global Bonds may not be exchanged for Bonds in certificated form ("Certificated Bonds")
except in the limited circumstances set forth below in this Supplemental Indenture.  Certificates representing Certificated Bonds
will not bear the Global Bond Legend.

                                                                PART VI

                  The transfer and exchange of Global Bonds or beneficial interests in Global Bonds shall be effected through the
Depositary, in accordance with the terms of the Amended Indenture (including the restriction on transfer set forth herein) and the
procedures of the Depositary.

                  A Global Bond may be exchanged for Certificated Bonds if (a) the Depositary for the Global Bond notifies the Company
that the Depositary is unwilling or unable to continue as to act as Depositary for the Global Bond or has ceased to be a clearing
agency registered under the Securities Exchange Act of 1934, and in either case the Company fails to appoint a successor Depositary
within 90 days after delivery of such notice; (b) the Company notifies the Bond Registrar in writing that it has elected to cause the
issuance of Certificated Bonds; or (c) there has occurred and is continuing a default with respect to the Bonds under the Amended
Indenture.  Certificated Bonds delivered in exchange for any Global Bond or beneficial interests in Global Bonds will be executed by
the Company, authenticated



<page>



by The Bank of New York, as Trustee, registered in the names, and issued in any approved denominations, requested by or on behalf of
the Depositary (in accordance with its customary procedures).

                  When Certificated Bonds are presented to the Bond Registrar with a request to register the transfer of the
Certificated Bonds or to exchange such Certificated Bonds for an equal principal amount of Certificated Bonds of other authorized
denominations, the Bond Registrar shall register the transfer or make the exchange as requested if its requirements for such
transactions are met.

                                                               PART VII

                  All, but only, the duties, responsibilities, liabilities, immunities, rights, powers, and indemnities against
liability, of the Trustees and each of them, with respect to the trust created by the Amended Indenture, are hereby assumed by and
given to the Trustees, and each of them, with respect to the trust hereby created, and are so assumed and given subject to all the
terms and provisions with respect thereto as set forth in the Amended Indenture, as fully and to all intents and purposes as if the
same were herein set forth at length; and this Supplemental Indenture is executed by the Trustees for the purpose of evidencing their
consent to the foregoing.

                  The recitals contained herein, except the recital that the Trustees have each duly determined to execute and deliver
this Supplemental Indenture, shall be taken as the statements of the Company, and the Trustees assume no responsibility for the
correctness thereof.  The Trustees make no representations as to the validity of this Supplemental Indenture.

                                                               PART VIII

                  As amended and supplemented by this Supplemental Indenture, the Amended Indenture is in all respects ratified and
confirmed, and the Original Indenture and all said indentures supplemental thereto including this Supplemental Indenture, shall be
read, taken, and considered as one instrument, and the Company agrees to conform to and comply with all and singular the terms,
provisions, covenants, and conditions set forth therein and herein.

                                                                PART IX

                  In case any one or more of the provisions contained in this Supplemental Indenture should be invalid, illegal, or
unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions contained in
this Supplemental Indenture, and, to the extent and only to the extent that any such provision is invalid, illegal, or unenforceable,
this Supplemental Indenture shall be construed as if such provision had never been contained herein.

                                                                PART X

                  This Supplemental Indenture may be simultaneously executed and delivered in any number of counterparts, each of
which, when so executed and delivered, shall be deemed to be an original.



<page>


                  IN WITNESS WHEREOF, the Company has caused its corporate name and seal to be hereunto affixed and this Supplemental
Indenture to be signed by its Chairman of the Board, its Chief Executive Officer, its President, or one of its Vice Presidents and
attested by the signature of its Secretary or one of its Assistant Secretaries, for and in its behalf; said The Bank of New York has
caused its corporate name to be hereunto affixed, and this Supplemental Indenture to be signed, by one of its Vice Presidents or
Assistant Vice Presidents or Agents; and said D. G. Donovan has hereunto executed this Supplemental Indenture; all as of the day and
year first above written.  Executed in counterparts and in multiple.


                                                              SOUTHERN CALIFORNIA EDISON COMPANY



                                                              /s/ ROBERT C. BOADA
                                                              --------------------------------------------------
                                                              Robert C. Boada
                                                              Vice President and Treasurer


Attest:


/s/ BONITA J. SMITH
- -------------------------------------------------
Bonita J. Smith
Assistant Secretary

(Seal)





                                                              THE BANK OF NEW YORK, Trustee



                                                              /s/ ERIC A. LINDAHL
                                                              --------------------------------------------------
                                                              ERIC A. LINDAHL
                                                              Agent











                                                              /s/ D. G. DONOVAN
                                                              --------------------------------------------------
                                                              D. G. DONOVAN
                                                              Trustee


<page>






STATE OF CALIFORNIA        }
                           }  ss.
COUNTY OF LOS ANGELES      }


         On this 8th day of January, 2004, before me, JEAN ELLEN LAMBRECHT a Notary Public, personally appeared ROBERT C. BOADA and
BONITA J. SMITH, personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons whose names are
subscribed to the within instrument, and acknowledged to me that they executed the same in their authorized capacities, and that by
their signatures on the instrument the persons, or the entity on behalf of which the persons acted, executed the instrument.

         WITNESS my hand and official seal.



                                                              /s/ JEAN ELLEN LAMBRECHT
                                                              JEAN ELLEN LAMBRECHT
                                                              --------------------------------------------
                                                              Notary Public, State of California




(Seal)

My Commission expires on September 24, 2004.




<page>



STATE OF ILLINOIS }
                  }  ss.
COUNTY OF COOK    }


         On this 8th day of January, 2004, before me, K. GIBSON, a Notary Public, personally appeared ERIC A. LINDAHL, Agent of THE
BANK OF NEW YORK, Trustee, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name
is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his
signature on the instrument the person, or entity on behalf of which the person acted, executed the instrument.

         WITNESS my hand and official seal.



                                                     /s/ K. GIBSON
                                                     K. GIBSON
                                                     --------------------------------------------------------------
                                                     Notary Public, State of Illinois




(Seal)

My Commission expires on July 8, 2006.




STATE OF ILLINOIS }
                  }  ss.
COUNTY OF COOK    }


         On this 8th day of January, 2004, before me, K. GIBSON, a Notary Public, personally appeared D. G. DONOVAN, Trustee,
personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the
instrument the person, or entity on behalf of which the person acted, executed the instrument.

         WITNESS my hand and official seal.



                                                     /s/ K. GIBSON
                                                     K.GIBSON
                                                     -----------------------------------------------------
                                                     Notary Public, State of Illinois




(Seal)

My Commission expires on July 8, 2006.

</PRE>
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<DESCRIPTION>CERTICATE AS TO ACTIONS BY OFFICER OF SCE
<TEXT>
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<HEAD>
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Certificate as to actions by Officer of SCE, dated January 7, 2004
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<PRE>
                                    CERTIFICATE AS TO ACTIONS TAKEN BY OFFICER
                                       OF SOUTHERN CALIFORNIA EDISON COMPANY

                                              Adopted January 7, 2004

                                RE:     CREATION AND ISSUANCE OF THREE NEW SERIES
                                        OF FIRST AND REFUNDING MORTGAGE BONDS

                  WHEREAS, by a resolution adopted on January 6, 2004, entitled "Resolution Re:  Issuance of
Three New Series of First and Refunding Mortgage Bonds," the Executive Committee of the Board of Directors of
this corporation delegated to the undersigned officer the authority to authorize and create an additional bonded
indebtedness of this corporation in the aggregate principal amount of three new series of its First and Refunding
Mortgage Bonds, Series 2004A, Series 2004B, and Series 2004C (collectively, the "New Bonds"), and take all other
actions necessary to create the New Bonds and cause the New Bonds to be issued, sold, and delivered;

                  NOW, THEREFORE, BE IT RESOLVED, that pursuant to that resolution and the Trust Indenture dated
as of October 1, 1923, between this corporation and The Bank of New York (successor to Harris Trust and Savings
Bank) and D. G. Donovan (successor to Pacific-Southwest Trust &amp; Savings Bank), as Trustees, as amended and
supplemented, including as supplemented or proposed to be supplemented by the One Hundred First Supplemental
Indenture (collectively, the "Trust Indenture"), the undersigned officer hereby executes and delivers this
certificate and takes the actions set forth herein.

                  BE IT FURTHER RESOLVED, that the undersigned officer hereby authorizes and creates an
authorized bonded indebtedness of this corporation in the


Page 1



aggregate principal amount of $975,000,000, which shall be an increase of, and in addition to,
all presently existing authorized bonded indebtedness of this corporation, and which shall be represented by the
New Bonds.

                  BE IT FURTHER RESOLVED, that the President or any Vice President and the Secretary or any
Assistant Secretary of this corporation are authorized and directed, pursuant to the provisions of Section 1 of
Article Two of the Trust Indenture, to sign and present to The Bank of New York, as Trustee, a certificate
stating that the authorized bonded indebtedness of this corporation has been so increased.

                  BE IT FURTHER RESOLVED, that, subject to the execution and delivery of the One Hundred First
Supplemental Indenture, the Series 2004A Bonds, to be issued under and secured by the Trust Indenture, are hereby
created in the aggregate principal amount of $300,000,000, and the Series 2004A Bonds are hereby designated as
"First and Refunding Mortgage Bonds, Series 2004A, Due 2014;" the Series 2004A Bonds shall be dated as of their
date of issuance, shall mature on January 15, 2014, and shall bear interest from January 14, 2004, at the rate of
5% per annum on the principal amount thereof, payable semiannually on January 15 and July 15 of each year; the
principal of and premium, if any, and interest on the Series 2004A Bonds shall be payable at the offices of The
Bank of New York, in New York, New York, or at such other agency or agencies as may be designated by this
corporation; all principal, premium, if any, and interest shall be payable in such coin or currency of the United
States of America as at the time of payment shall be legal tender for public and private debts; the Series 2004A
Bonds shall be transferable only on the books of this corporation at the places designated above for the payment
of the principal of and


Page 2


premium, if any, and interest on the Series 2004A Bonds, or at such other agency or agencies as
may be designated by this corporation; the Series 2004A Bonds shall be redeemable, at the option of this
corporation, in whole or in part, in the manner set forth in the form of definitive Series 2004A Bond set forth
below; the Series 2004A Bonds shall be issuable only as fully registered bonds, without coupons, in denominations
of $1,000 and integral multiples of $1,000 in excess thereof; the definitive Series 2004A Bonds shall be numbered
from R-1 upward; and the definitive Series 2004A Bonds, and the Certificate of Authentication to be endorsed upon
each of the Series 2004A Bonds, shall be substantially in the following form with such legends thereon and
changes therein as may be deemed necessary or appropriate by the officer or officers executing the same, and the
blanks therein to be properly filled:

                                      (Form of Definitive Series 2004A Bond)

                                        SOUTHERN CALIFORNIA EDISON COMPANY
                            First and Refunding Mortgage Bonds, Series 2004A, Due 2014

No. ____                                                                        $_____________

         SOUTHERN CALIFORNIA EDISON COMPANY, a corporation organized and existing under and by virtue of the laws
of the State of California (hereinafter called the "Company"), for value received, hereby promises to pay to
_____________________, the registered owner hereof, the principal sum of $_______________ on January 15, 2014,
and to pay interest on the unpaid principal amount hereof to the registered owner hereof from January 14, 2004,
until said principal sum shall be paid, at the rate of 5% per annum, payable semiannually on January 15 and
July 15 in each year.  Such interest shall be paid to the person in whose name this Bond is registered at the
close of business on (1) the business day immediately preceding the interest payment date if this Bond is in
book-entry only form, or (2) the 15th calendar day before each interest payment date if this Bond is not in
book-entry only form.

         The principal of and interest on this Bond are payable at the offices of The Bank of New York, as
Trustee, in New York, New York, or at such other agency or agencies as may be designated by the Company, in such
coin or currency of the United States of America as at the time of payment is legal tender for public and private
debts.


Page 3



         This Bond is one of a series, designated as "Series 2004A, Due 2014," of a duly authorized issue of
bonds of the Company, known as its "First and Refunding Mortgage Bonds," issued and to be issued in one or more
series under and all equally and ratably secured by a Trust Indenture dated as of October 1, 1923, and indentures
supplemental thereto, including the One Hundred First Supplemental Indenture, dated as of January 7, 2004, which
have been duly executed, acknowledged and delivered by the Company to The Bank of New York and D. G. Donovan, or
one of their predecessors, as Trustees, to which original indenture and indentures supplemental thereto
(collectively, the "Trust Indenture") reference is hereby made for a description of the property, rights and
franchises thereby mortgaged and pledged, the nature and extent of the security thereby created, the rights of
the holders of this Bond and of the Trustees in respect of such security, and the terms, restrictions and
conditions upon which the bonds are issued and secured.

         This Bond may be redeemed, in whole or in part, at the option of the Company, at any time prior to its
maturity, after notice given in writing (including by facsimile transmission) to the registered owner hereof at
the last address shown on the registry books of the Company, by the Company or The Bank of New York, as Trustee,
at least 30 days, but not more than 60 days, before the date fixed for redemption, at a 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 this Bond 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 15
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 or securities selected by an
Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term to
stated maturity of this Bond 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 this Bond.

         "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

Page 4



on that business day, (A) the average of the Reference Treasury Dealer Quotations for the 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. ("Citigroup") 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 the
Company.

         "Reference Treasury Dealer" means (1) Citigroup, J.P. Morgan Securities Inc. ("JPMorgan"), and Lehman
Brothers Inc. ("Lehman Brothers") and any other primary U.S. Government securities dealer in New York City (a
"Primary Treasury Dealer") designated by, and not affiliated with Citigroup or its successors, provided, however,
that if Citigroup, JPMorgan, and Lehman Brothers, or any of their designees, ceases to be a Primary Treasury
Dealer, the Company will appoint another Primary Treasury Dealer as a substitute, and (2) any other Primary
Treasury Dealer selected by the Company.

         "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.

         If the Company elects to redeem fewer than all the Series 2004A 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 the Company's 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 of and premium, if any, and interest, if any, on the Series 2004A Bonds to be redeemed and that if
the money has not been so received, the notice will be of no force and effect and the Company will not be
required to redeem this Bond.

         The Trust Indenture makes provision for a Special Trust Fund and permits the use of moneys therein for
the purpose, among others, of redeeming or purchasing this Bond.

         If default shall be made in the payment of any installment of principal of or interest on this Bond or
in the performance or observance of any of the covenants and agreements contained in the Trust Indenture, and
such default shall continue as

Page 5



provided in the Trust Indenture, then the principal of this Bond may be declared and become due and
payable as provided in the Trust Indenture.

         This Bond is transferable only on the books of the Company at any of the places designated above for the
payment of the principal of and premium, if any, or interest on this Bond, or at such other agency or agencies as
may be designated by the Company, by the registered owner or by an attorney of such owner duly authorized in
writing, on surrender hereof properly endorsed, and upon such surrender hereof, and the payment of charges, a new
registered bond or bonds of this series, of an equal aggregate principal amount, will be issued to the transferee
in lieu hereof, as provided in the Trust Indenture.

         The terms of the Trust Indenture may be modified as set forth in the Trust Indenture; provided, however,
that, among other things, (1) the obligation of the Company to pay the principal of and premium, if any, and
interest on all bonds outstanding under the Trust Indenture, as at the time in effect, shall continue unimpaired,
(2) no modification shall give any of said bonds any preference over any other of said bonds, and (3) no
modification shall authorize the creation of any lien prior to the lien of the Trust Indenture on any of the
trust property.

         No recourse shall be had for the payment of the principal of and premium, if any, or interest on this
Bond, or any part thereof, or for or on account of the consideration herefor, or for any claim based hereon, or
otherwise in respect hereof, or of the Trust Indenture, against any past, present or future stockholder, officer
or director of the Company or of any predecessor or successor company, whether for amounts unpaid on stock
subscriptions, or by virtue of any statue or constitution, or by the enforcement of any assessment or penalty, or
because of any representation or inference arising from the capitalization of the Company or of such predecessor
or successor company, or otherwise; all such liability being, by the acceptance hereof and as a part of the
consideration for the issue hereof, expressly released.

         This Bond shall not be valid or obligatory for any purpose until it shall have been authenticated by the
execution of the certificate of authentication hereon of The Bank of New York, as Trustee, or its successor in
trust.

         IN WITNESS WHEREOF, Southern California Edison Company has caused this Bond to be executed in its name
by its President or one of its Vice Presidents and its corporate seal to be hereto affixed and attested by its
Secretary or one of its Assistant Secretaries, as of ____________, ____, such execution and attestation to be by
manual or facsimile signatures.

                                                            SOUTHERN CALIFORNIA EDISON COMPANY

ATTEST: ______________________                              By: ___________________________
              [Assistant] Secretary                                    [Vice] President


Page 6


                        (Form of Certificate of Authentication for all Series 2004A Bonds)

                                               Trustee's Certificate

         This is to certify that this Bond is one of the Bonds, of the series designated therein, described and
referred to in the Trust Indenture within mentioned.

                                            THE BANK OF NEW YORK,
                                            TRUSTEE


                                            By _________________________________
                                                              [Authorized Agent]

                                        (End of Form of Series 2004A Bond)

                  BE IT FURTHER RESOLVED, that, subject to the execution and delivery of the One Hundred First
Supplemental Indenture, the Series 2004B Bonds, to be issued under and secured by the Trust Indenture, are hereby
created in the aggregate principal amount of $525,000,000, and the Series 2004B Bonds are hereby designated as
"First and Refunding Mortgage Bonds, Series 2004B, Due 2034;" the Series 2004B Bonds shall be dated as of their
date of issuance, shall mature on January 15, 2034, and shall bear interest from January 14, 2004, at the rate of
6% per annum on the principal amount thereof, payable semiannually on January 15 and July 15 of each year; the
principal of and premium, if any, and interest on the Series 2004B Bonds shall be payable at the offices of The
Bank of New York, in New York, New York, or at such other agency or agencies as may be designated by this
corporation; all principal, premium, if any, and interest shall be payable in such coin or currency of the United
States of America as at the time of payment shall be legal tender for public and private debts; the Series 2004B
Bonds shall be transferable only on the books of this

Page 7



corporation at the places designated above for the payment of the principal of and premium, if
any, and interest on the Series 2004B Bonds, or at such other agency or agencies as may be designated by this
corporation; the Series 2004B Bonds shall be redeemable, at the option of this corporation, in whole or in part,
in the manner set forth in the form of definitive Series 2004B Bond set forth below; the Series 2004B Bonds shall
be issuable only as fully registered bonds, without coupons, in denominations of $1,000 and integral multiples of
$1,000 in excess thereof; the definitive Series 2004B Bonds shall be numbered from R-1 upward; and the definitive
Series 2004B Bonds, and the Certificate of Authentication to be endorsed upon each of the Series 2004B Bonds,
shall be substantially in the following form with such legends thereon and changes therein as may be deemed
necessary or appropriate by the officer or officers executing the same, and the blanks therein to be properly
filled:
                                      (Form of Definitive Series 2004B Bond)

                                        SOUTHERN CALIFORNIA EDISON COMPANY
                            First and Refunding Mortgage Bonds, Series 2004B, Due 2034

No. ____                                                                        $_____________

         SOUTHERN CALIFORNIA EDISON COMPANY, a corporation organized and existing under and by virtue of the laws
of the State of California (hereinafter called the "Company"), for value received, hereby promises to pay to
_____________________, the registered owner hereof, the principal sum of $_______________ on January 15, 2034,
and to pay interest on the unpaid principal amount hereof to the registered owner hereof from January 14, 2004,
until said principal sum shall be paid, at the rate of 6% per annum, payable semiannually on January 15 and
July 15 in each year.  Such interest shall be paid to the person in whose name this Bond is registered at the
close of business on (1) the business day immediately preceding the interest payment date if this Bond is in
book-entry only form, or (2) the 15th calendar day before each interest payment date if this Bond is not in
book-entry only form.

         The principal of and interest on this Bond are payable at the offices of The Bank of New York, as
Trustee, in New York, New York, or at such other agency or agencies


Page 8



as may be designated by the Company, in such coin or currency of the United States of America as at the
time of payment is legal tender for public and private debts.

         This Bond is one of a series, designated as "Series 2004B, Due [2034]," of a duly authorized issue of
bonds of the Company, known as its "First and Refunding Mortgage Bonds," issued and to be issued in one or more
series under and all equally and ratably secured by a Trust Indenture dated as of October 1, 1923, and indentures
supplemental thereto, including the One Hundred First Supplemental Indenture, dated as of January 7, 2004, which
have been duly executed, acknowledged and delivered by the Company to The Bank of New York and D. G. Donovan, or
one of their predecessors, as Trustees, to which original indenture and indentures supplemental thereto
(collectively, the "Trust Indenture") reference is hereby made for a description of the property, rights and
franchises thereby mortgaged and pledged, the nature and extent of the security thereby created, the rights of
the holders of this Bond and of the Trustees in respect of such security, and the terms, restrictions and
conditions upon which the bonds are issued and secured.

         This Bond may be redeemed, in whole or in part, at the option of the Company, at any time prior to its
maturity, after notice given in writing (including by facsimile transmission) to the registered owner hereof at
the last address shown on the registry books of the Company, by the Company or The Bank of New York, as Trustee,
at least 30 days, but not more than 60 days, before the date fixed for redemption, at a 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 this Bond 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 20
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 or securities selected by an
Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term to
stated maturity of this Bond 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 this Bond.

         "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


Page 9



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 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. ("Citigroup") 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 the
Company.

         "Reference Treasury Dealer" means (1) Citigroup, J.P. Morgan Securities Inc. ("JPMorgan"), and Lehman
Brothers Inc. ("Lehman Brothers") and any other primary U.S. Government securities dealer in New York City (a
"Primary Treasury Dealer") designated by, and not affiliated with Citigroup or its successors, provided, however,
that if Citigroup, JPMorgan, and Lehman Brothers, or any of their designees, ceases to be a Primary Treasury
Dealer, the Company will appoint another Primary Treasury Dealer as a substitute, and (2) any other Primary
Treasury Dealer selected by the Company.

         "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.

         If the Company elects to redeem fewer than all the Series 2004B 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 the Company's 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 of and premium, if any, and interest, if any, on the Series 2004B Bonds to be redeemed and that if
the money has not been so received, the notice will be of no force and effect and the Company will not be
required to redeem this Bond.

         The Trust Indenture makes provision for a Special Trust Fund and permits the use of moneys therein for
the purpose, among others, of redeeming or purchasing this Bond.


Page 10



         If default shall be made in the payment of any installment of principal of or interest on this Bond or
in the performance or observance of any of the covenants and agreements contained in the Trust Indenture, and
such default shall continue as provided in the Trust Indenture, then the principal of this Bond may be declared
and become due and payable as provided in the Trust Indenture.

         This Bond is transferable only on the books of the Company at any of the places designated above for the
payment of the principal of and premium, if any, or interest on this Bond, or at such other agency or agencies as
may be designated by the Company, by the registered owner or by an attorney of such owner duly authorized in
writing, on surrender hereof properly endorsed, and upon such surrender hereof, and the payment of charges, a new
registered bond or bonds of this series, of an equal aggregate principal amount, will be issued to the transferee
in lieu hereof, as provided in the Trust Indenture.

         The terms of the Trust Indenture may be modified as set forth in the Trust Indenture; provided, however,
that, among other things, (1) the obligation of the Company to pay the principal of and premium, if any, and
interest on all bonds outstanding under the Trust Indenture, as at the time in effect, shall continue unimpaired,
(2) no modification shall give any of said bonds any preference over any other of said bonds, and (3) no
modification shall authorize the creation of any lien prior to the lien of the Trust Indenture on any of the
trust property.

         No recourse shall be had for the payment of the principal of and premium, if any, or interest on this
Bond, or any part thereof, or for or on account of the consideration herefor, or for any claim based hereon, or
otherwise in respect hereof, or of the Trust Indenture, against any past, present or future stockholder, officer
or director of the Company or of any predecessor or successor company, whether for amounts unpaid on stock
subscriptions, or by virtue of any statue or constitution, or by the enforcement of any assessment or penalty, or
because of any representation or inference arising from the capitalization of the Company or of such predecessor
or successor company, or otherwise; all such liability being, by the acceptance hereof and as a part of the
consideration for the issue hereof, expressly released.

         This Bond shall not be valid or obligatory for any purpose until it shall have been authenticated by the
execution of the certificate of authentication hereon of The Bank of New York, as Trustee, or its successor in
trust.


Page 11



         IN WITNESS WHEREOF, Southern California Edison Company has caused this Bond to be executed in its name
by its President or one of its Vice Presidents and its corporate seal to be hereto affixed and attested by its
Secretary or one of its Assistant Secretaries, as of ____________, ____, such execution and attestation to be by
manual or facsimile signatures.

                                                            SOUTHERN CALIFORNIA EDISON COMPANY

ATTEST: ______________________                              By: ___________________________
              [Assistant] Secretary                                    [Vice] President

                        (Form of Certificate of Authentication for all Series 2004B Bonds)

                                               Trustee's Certificate

         This is to certify that this Bond is one of the Bonds, of the series designated therein, described and
referred to in the Trust Indenture within mentioned.

                                            THE BANK OF NEW YORK,
                                            TRUSTEE


                                            By _________________________________
                                                              [Authorized Agent]

                                        (End of Form of Series 2004B Bond)

                  BE IT FURTHER RESOLVED, that, subject to the execution and delivery of the One Hundred First
Supplemental Indenture, the Series 2004C Bonds, to be issued under and secured by the Trust Indenture, are hereby
created in the aggregate principal amount of $150,000,000, and the Series 2004C Bonds are hereby designated as
"First and Refunding Mortgage Bonds, Series 2004C, Due 2006;" the Series 2004C Bonds shall be dated as of their
date of issuance, shall mature on January 13, 2006, and shall bear interest on the principal amount thereof from
January 14, 2004, at a floating interest rate as set forth in the form of definitive Series 2004C Bond set forth
below, payable quarterly on January 13, April 13, July 13, and October 13 of each year;


Page 12



the principal of and premium, if any, and interest on the Series 2004C Bonds shall be payable
at the offices of The Bank of New York, in New York, New York, or at such other agency or agencies as may be
designated by this corporation; all principal, premium, if any, and interest shall be payable in such coin or
currency of the United States of America as at the time of payment shall be legal tender for public and private
debts; the Series 2004C Bonds shall be transferable only on the books of this corporation at the places
designated above for the payment of the principal of and premium, if any, and interest on the Series 2004C Bonds,
or at such other agency or agencies as may be designated by this corporation; the Series 2004C Bonds shall not be
redeemable prior to their maturity; the Series 2004C Bonds shall be issuable only as fully registered bonds,
without coupons, in denominations of $1,000 and integral multiples of $1,000 in excess thereof; the definitive
Series 2004C Bonds shall be numbered from R-1 upward; and the definitive Series 2004C Bonds, and the Certificate
of Authentication to be endorsed upon each of the Series 2004C Bonds, shall be substantially in the following
form with such legends thereon and changes therein as may be deemed necessary or appropriate by the officer or
officers executing the same, and the blanks therein to be properly filled:

                                      (Form of Definitive Series 2004C Bond)

                                        SOUTHERN CALIFORNIA EDISON COMPANY
                            First and Refunding Mortgage Bonds, Series 2004C, Due 2006

No. ____                                                                        $_____________

         SOUTHERN CALIFORNIA EDISON COMPANY, a corporation organized and existing under and by virtue of the laws
of the State of California (hereinafter called the "Company"), for value received, hereby promises to pay to
_____________________, the registered owner hereof, the principal sum of $_______________ on January 13, 2006,
and to pay interest on the unpaid principal amount hereof to the registered owner


Page 13



hereof from January 14, 2004, until said principal sum shall be paid, at a floating interest rate as
determined below, payable semiannually on January 13, April 13, July 13, and October 13 in each year.  Such
interest shall be paid to the person in whose name this Bond is registered at the close of business on (1) the
business day immediately preceding the interest payment date if this Bond is in book-entry only form, or (2) the
15th calendar day before each interest payment date if this Bond is not in book-entry only form.

         The interest rate on this Bond for the initial interest period will be the three-month London interbank
offered rate ("LIBOR"), determined as described below, on January 12, 2004, plus 0.30%.  The interest rate on
this Bond for each subsequent interest period will be reset quarterly on each interest payment date.  This Bond
will bear interest at an annual rate (computed on the basis of the actual number of days elapsed over a 360-day
year) equal to three-month LIBOR plus 0.30%.

         The interest rate in effect for this Bond on each day will be, (1) if that day is an interest reset
date, the interest rate determined as of the determination date (as defined below) immediately preceding that
interest reset date, or (2) if that day is not an interest reset date, the interest rate determined as of the
determination date immediately preceding the most recent interest reset date.  The "determination date" will be
the second London Business Day (as defined below) immediately preceding the applicable interest reset date.

         The calculation agent initially will be The Bank of New York.  LIBOR will be determined by the
calculation agent as of the applicable determination date in accordance with the following provisions:

         (1)    LIBOR will be determined on the basis of the offered rates for deposits in U.S. dollars of not
                less than U.S. $1,000,000 having a three-month maturity, beginning on the second London Business
                Day immediately following that determination date, which appears on Telerate Page 3750 (as
                defined below) as of approximately 11:00 a.m., London time, on that determination date.
                "Telerate Page 3750" means the display designated on page "3750" on Moneyline Telerate, Inc. (or
                such other page as may replace the 3750 page on that service, any successor service or such other
                service or services as may be nominated by the British Bankers' Association for the purpose of
                displaying London interbank offered rates for U.S. dollar deposits).  If no rate appears on
                Telerate Page 3750, LIBOR for such determination date will be determined in accordance with the
                provisions of paragraph (2) below.

         (2)    With respect to a determination date on which no rate appears on Telerate Page 3750 as of
                approximately 11:00 a.m., London time, on that determination date, the calculation agent will
                request the principal London office of each of four major reference banks (which may include an
                affiliate of one or more underwriters) in the London interbank market selected by the


Page 14


                calculation agent (after consultation with the Company) to provide the calculation agent with a
                quotation of the rate at which deposits of U.S. dollars having a three-month maturity, beginning
                on the second London Business Day immediately following that determination date, are offered by
                it to prime banks in the London interbank market as of approximately 11:00 a.m., London time, on
                that determination date in a principal amount equal to an amount of not less than U.S. $1,000,000
                that is representative for a single transaction in that market at that time.  If at least two
                quotations are provided, LIBOR for that determination date will be the arithmetic mean of the
                quotations as calculated by the calculation agent.  If fewer than two quotations are provided,
                LIBOR for that determination date will be the arithmetic mean of the rates quoted as of
                approximately 11:00 a.m., New York City time, on that determination date by three major banks
                selected by the calculation agent (after consultation with us) for loans in U.S. dollars to
                leading European banks having a three-month maturity beginning on the second London Business Day
                immediately following that determination date and in a principal amount equal to an amount of not
                less than U.S. $1,000,000 that is representative for a single transaction in that market at that
                time; provided, however, that if the banks selected by the calculation agent are not quoting the
                rates described in this sentence, LIBOR for that determination date will be LIBOR determined with
                respect to the immediately preceding determination date, or in the case of the first
                determination date, LIBOR for the initial interest period.

         All percentages resulting from any of the above calculations will be rounded, if necessary, to the
nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded
upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)) and all dollar amounts used in
or resulting from such calculations will be rounded to the nearest cent (with one-half cent being rounded
upwards).

         If the date of maturity of this Bond falls on a day that is not a LIBOR Business Day (as defined below),
the related payment of principal and interest will be made on the next LIBOR Business Day as if it were made on
the date that payment was due, and no interest will accrue on the amounts so payable for the period from and
after that date to the next LIBOR Business Day.  If any interest reset date or interest payment date (other than
at the date of maturity) would otherwise be a day that is not a LIBOR Business Day, that interest reset date and
interest payment date will be postponed to the next date that is a LIBOR Business Day, except that if that a
LIBOR Business Day is in the next calendar month, that interest reset date and interest payment date (other than
at the date of maturity) will be the immediately preceding LIBOR Business Day.

         "LIBOR Business Day" means any day other than Saturday or Sunday or a day on which banking institutions
or trust companies in the City of New York are required or authorized to close and that is also a London Business
Day.


Page 15


         "London Business Day" means any day on which dealings in deposits in U.S. dollars are transacted in the
London interbank market.

         The principal of and interest on this Bond are payable at the offices of The Bank of New York, as
Trustee, in New York, New York, or at such other agency or agencies as may be designated by the Company, in such
coin or currency of the United States of America as at the time of payment is legal tender for public and private
debts.

         This Bond is one of a series, designated as "Series 2004C, Due 2006," of a duly authorized issue of
bonds of the Company, known as its "First and Refunding Mortgage Bonds," issued and to be issued in one or more
series under and all equally and ratably secured by a Trust Indenture dated as of October 1, 1923, and indentures
supplemental thereto, including the One Hundred First Supplemental Indenture, dated as of January 7, 2004, which
have been duly executed, acknowledged and delivered by the Company to The Bank of New York and D. G. Donovan, or
one of their predecessors, as Trustees, to which original indenture and indentures supplemental thereto
(collectively, the "Trust Indenture") reference is hereby made for a description of the property, rights and
franchises thereby mortgaged and pledged, the nature and extent of the security thereby created, the rights of
the holders of this Bond and of the Trustees in respect of such security, and the terms, restrictions and
conditions upon which the bonds are issued and secured.

         This Bond may not be redeemed prior to its maturity.

         If default shall be made in the payment of any installment of principal of or interest on this Bond or
in the performance or observance of any of the covenants and agreements contained in the Trust Indenture, and
such default shall continue as provided in the Trust Indenture, then the principal of this Bond may be declared
and become due and payable as provided in the Trust Indenture.

         This Bond is transferable only on the books of the Company at any of the places designated above for the
payment of the principal of and premium, if any, or interest on this Bond, or at such other agency or agencies as
may be designated by the Company, by the registered owner or by an attorney of such owner duly authorized in
writing, on surrender hereof properly endorsed, and upon such surrender hereof, and the payment of charges, a new
registered bond or bonds of this series, of an equal aggregate principal amount, will be issued to the transferee
in lieu hereof, as provided in the Trust Indenture.

         The terms of the Trust Indenture may be modified as set forth in the Trust Indenture; provided, however,
that, among other things, (1) the obligation of the Company to pay the principal of and premium, if any, and
interest on all bonds outstanding under the Trust Indenture, as at the time in effect, shall continue unimpaired,
(2) no modification shall give any of said bonds any preference over any other of said bonds, and (3) no
modification shall authorize the creation of any lien prior to the lien of the Trust Indenture on any of the
trust property.


Page 16



         No recourse shall be had for the payment of the principal of and premium, if any, or interest on this
Bond, or any part thereof, or for or on account of the consideration herefor, or for any claim based hereon, or
otherwise in respect hereof, or of the Trust Indenture, against any past, present or future stockholder, officer
or director of the Company or of any predecessor or successor company, whether for amounts unpaid on stock
subscriptions, or by virtue of any statue or constitution, or by the enforcement of any assessment or penalty, or
because of any representation or inference arising from the capitalization of the Company or of such predecessor
or successor company, or otherwise; all such liability being, by the acceptance hereof and as a part of the
consideration for the issue hereof, expressly released.

         This Bond shall not be valid or obligatory for any purpose until it shall have been authenticated by the
execution of the certificate of authentication hereon of The Bank of New York, as Trustee, or its successor in
trust.

         IN WITNESS WHEREOF, Southern California Edison Company has caused this Bond to be executed in its name
by its President or one of its Vice Presidents and its corporate seal to be hereto affixed and attested by its
Secretary or one of its Assistant Secretaries, as of ____________, ____, such execution and attestation to be by
manual or facsimile signatures.

                                                            SOUTHERN CALIFORNIA EDISON COMPANY

ATTEST: ______________________                              By: ___________________________
              [Assistant] Secretary                                    [Vice] President

                        (Form of Certificate of Authentication for all Series 2004C Bonds)

                                               Trustee's Certificate

         This is to certify that this Bond is one of the Bonds, of the series designated therein, described and
referred to in the Trust Indenture within mentioned.

                                            THE BANK OF NEW YORK,
                                            TRUSTEE


                                            By _________________________________
                                                              [Authorized Agent]

                                        (End of Form of Series 2004C Bond)



Page 17


                  BE IT FURTHER RESOLVED, that pursuant to the Trust Indenture, as in effect following due
execution and delivery of the One Hundred First Supplemental Indenture, the President or any Vice President and
the Secretary or any Assistant Secretary of this corporation are authorized and directed, for and in the name and
on behalf of this corporation and under its corporate seal (which seal may be either impressed, printed,
lithographed or engraved thereon), to execute (which execution may be by a facsimile signature) and to deliver
the New Bonds to The Bank of New York, as Trustee, for authentication in temporary and/or definitive form, and in
such aggregate principal amount up to $975,000,000 as the President or any Vice President and the Secretary or
any Assistant Secretary of this corporation shall in their absolute discretion determine.

                  BE IT FURTHER RESOLVED, that the President or any Vice President and the Secretary or any
Assistant Secretary of this corporation are authorized and directed for and in the name and on behalf of this
corporation and under its corporate seal, to execute and to deliver to The Bank of New York, as Trustee, the
written order of this corporation for the authentication and delivery of the New Bonds pursuant to such sections
of Article Two of the Trust Indenture as the officers acting may determine.

                  BE IT FURTHER RESOLVED, that the Secretary or any Assistant Secretary of this corporation is
hereby authorized and directed to deliver to, and file with, The Bank of New York, as Trustee, a copy of the this
certificate of actions taken, certified by the Secretary or any Assistant Secretary of this corporation.


Page 18

                  IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date first written
above.

                                                     /S/ W. James Scilacci
                                                     ----------------------------------------------------
                                                     W. James Scilacci
                                                     Senior Vice President and
                                                     Chief Financial Officer
                                                     Southern California Edison Company

</PRE>
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Exhibit 5 Opinion of Counsel
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<PRE>
Souhern California Edison Company
January 7, 2004
Page 4





                                                            January 7, 2004


Southern California Edison Company
2244 Walnut Grove Avenue
Rosemead, California 91770

     Re:  Offering of Southern California Edison Company First and Refunding
          Mortgage Bonds, Series 2004A, Series 2004B, and Series 2004C
          ------------------------------------------------------------

Ladies and Gentlemen:

                  I am an Assistant General Counsel of Southern California Edison Company, a California corporation ("SCE").  You have
requested my opinion in connection with the offering, issuance, and sale of by SCE of its First and Refunding Mortgage Bonds, Series
2004A, Due 2014, in the principal amount of $300,000,000; Series 2004B, Due 2034, in the principal amount of $525,000,000; and Series
2004C, Due 2006, in the principal amount of $150,000,000 (collectively, the "Bonds").  The Bonds will be issued under the Trust
Indenture dated as of October 1, 1923, executed by and between the Company and Harris Trust and Savings Bank (to which The Bank of
New York is a successor trustee), as trustee (the "Trustee"), and Pacific-Southwest Trust &amp; Savings Bank (to which D. G. Donovan is a
successor trustee), as trustee, as amended and supplemented by supplemental indentures, including the One Hundred First Supplemental
Indenture dated as of January 7, 2004 (that Trust Indenture, as so amended and supplemented, being referred to herein as the
"Indenture").

                  The Bonds are being offered to the public by the Prospectus Supplement dated January 7, 2004, to the Prospectus
dated January 6, 2004 (together, the "Prospectus"), which is part of a Registration Statement on Form S-3 (Registration No.
333-109764) (the "Registration Statement"), filed by SCE with the Securities and Exchange Commission under the Securities Act of 1933,
as amended (the "Securities Act").  The Bonds are being sold by the Company pursuant to the Underwriting Agreement dated January 7,
2004 (the "Underwriting Agreement"), between the Company and Citigroup Global Markets Inc., J.P. Morgan Securities Inc., and Lehman
Brothers Inc., as representatives for the several underwriters named in the Underwriting Agreement.

                  In my capacity as Assistant General Counsel, I am generally familiar with the proceedings taken and proposed to be
taken by SCE for the authorization and issuance of the Bonds.  I have made legal and factual examinations and inquiries, including an
examination of originals and copies certified or otherwise identified to my satisfaction, of the documents, corporation records and
instruments of SCE that I have deemed necessary or appropriate for purposes of this opinion.  In my examination, I have assumed the
genuineness of all signatures, the authenticity of all documents submitted to me as originals, and the conformity to authentic

<Page>


original documents of all documents submitted to me as copies.  In addition, I have obtained and relied upon certificates and
assurances from public officials that I have deemed necessary.

                  Subject to the foregoing and the other qualifications set forth herein, it is my opinion that when the Bonds have
been duly established in accordance with the terms of the Indenture, duly authenticated by the Trustee, and duly executed, sold and
delivered on behalf of SCE in accordance with the terms and provisions of the Indenture and as contemplated by the Registration
Statement and the Prospectus, the Bonds will constitute valid and legally binding obligations of SCE enforceable against SCE in
accordance with the terms of the Bonds.

                  In addition to any assumptions, qualifications and other matters set forth elsewhere herein, the opinions set forth
above are subject to the following:

                  (A)      My opinions with respect to the legality, validity, binding effect and enforceability of the Bonds are
subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, equitable subordination,
reorganization, moratorium, or similar law affecting creditors' rights generally and to the effect of general principles of equity,
including (without limitation) concepts of materiality, reasonableness, estoppel, good faith, and fair dealing (regardless of whether
considered in a proceeding in equity or at law).  I express no opinion as to the availability of equitable remedies.  In applying
such equitable principles, a court, among other things, might not allow a creditor to accelerate the maturity of a debt or enforce a
guaranty thereof upon the occurrence of a default deemed immaterial or for non-credit reasons or might decline to order a debtor to
perform covenants.  Such principles applied by a court might also include a requirement that a creditor act with reasonableness and
in good faith.

                  (B)      My opinions with respect to the legality, validity, binding effect, and enforceability of the Bonds are
also subject to (i) the terms of the franchises, licenses, easements, leases, permits, contracts, and other instruments under which
the property subject to the Indenture is held or operated, (ii) in respect of nuclear energy facilities included within the property
subject to the Indenture, the provisions of the Atomic Energy Act of 1954, as amended, and regulations thereunder, (iii) in respect
of SCE's interest in the Four Corners Generating Station in New Mexico, and the easement and lease therefor, possible defects in
title, 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, the possible inability of SCE
to resort to legal process to enforce its rights against the Navajo Nation without Congressional consent and, in the case of SCE's
lease, possible impairment or termination under certain circumstances by Congress or the Secretary of the Interior, and (iv) other
liens, prior rights and encumbrances none of which other liens, prior rights and encumbrances, with minor or insubstantial
exceptions, affects from a legal standpoint the security for the Bonds or SCE's right to use such properties in its business.

                  (C)      Certain rights, remedies and waivers with respect to the Bonds may be unenforceable in whole or in part,
but the inclusion of such provisions in the Bonds does not

2
<Page>


affect the validity of the Bonds, taken as a whole, and, except as set forth in Paragraphs (A) and (B) above, the Indenture and
the Bonds, taken as a whole, contain adequate provisions for enforcing payment of the obligations with respect to the Bonds;
however, the unenforceability of such provisions may result in delays in or limitations on the enforcement of the parties'
rights and remedies under the Indenture or the Bonds (and I express no opinion as to the economic consequences, if any, of such
delays or limitations).

                  (D)      I express no opinion on (i) any conflicts between any provision in the Indenture or the Bonds and the real
property antideficiency, fair value, and/or one form of action provisions of California law, or any law governing foreclosure and
disposition procedures regarding any real or personal property collateral, or any limitations on attorneys' or trustees' fees, and
(ii) the effect of Section 1708 of the California Public Utilities Code which, among other matters, provides that the California
Public Utilities Commission may at any time, upon notice to the parties, and with opportunity to be heard, rescind, alter, or amend
any order or decision made by it.

                  (E)      I am a member of the Bar of the State of California.  My opinions expressed herein are limited to the laws
of the State of California and the federal laws of the United States of America, except to the extent that my opinions are affected
by the laws of the States of Arizona, Nevada, and New Mexico, in which states the Company owns certain assets and conducts certain
business operations.  As to matters governed by Arizona and Nevada law, I am relying 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 the
Company's interest in the Four Corners Generating Station in New Mexico and the easement and lease therefor) federal and Navajo
Nation law, I am relying upon opinions of Rodey, Dickason, Sloan, Akin &amp; Robb, P.A.

                  (G)      This opinion letter is an expression of my professional judgment on the legal issues explicitly addressed.
By rendering the opinions herein, I do not become an insurer or guarantor of the expression of such professional judgment.  Nor does
the rendering of such opinions guarantee the outcome of any legal dispute that may arise out of the contemplated transactions.  The
rendering of the opinions herein does not create any express or implied contract or agreement between or with any person entitled to
rely thereon and me.  My opinions set forth herein are based upon the facts in existence and laws in effect on the date hereof, and
are rendered as of the date hereof, and I expressly disclaim any obligation to update my opinions herein, regardless of whether
changes in such facts or laws come to my attention after the delivery hereof.

                  I consent to SCE filing this opinion with the Securities and Exchange Commission as an exhibit to a Current Report
on Form 8-K, which will be incorporated by reference into the Prospectus, and to the reference to me under the caption "Legal
Matters" in the Prospectus.  In giving this consent, I do not hereby admit that I am in the category of persons

3
<Page>


whose consent is required under Section 7 of the Securities Act and regulations of the Commission issued thereunder.

                                                     Very truly yours,


                                                     Kenneth S. Stewart
                                                     Kenneth S. Stewart
                                                     Assistant General Counsel


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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.1
<SEQUENCE>7
<FILENAME>exh121.htm
<DESCRIPTION>RATIOS OF EARNINGS TO FIXED CHARGES
<TEXT>
<HTML>
<HEAD>
<TITLE>
Exhibit 12.1 to 8-K
</TITLE>
</HEAD>
<BODY>
<PRE>
                                                    SOUTHERN CALIFORNIA EDISON COMPANY AND CONSOLIDATED UTILITY-RELATED SUBSIDIARIES

                                                                          RATIOS OF EARNINGS TO FIXED CHARGES

                                                                                 (Thousands of Dollars)


                                                                                                                                                 9 Months              9 Months
                                                       Year Ended December 31,                                                                     Ended                 Ended
                                                   -------------------------------------------------------------------------------------
                                                       1998              1999              2000             2001              2002             Sept 30, 2002         Sept 30, 2003
                                                   --------------    --------------    --------------   --------------   ---------------     ------------------   ---------------------


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    $         1,546,504  $           1,055,561
Add:
  Taxes on income (2)                                    442,356           438,006        (1,021,452)       1,658,033           641,786                561,904                443,602
  Rentals (3)                                              2,208             1,901             2,905            2,128             1,240                  1,072                    471
  Allocable portion of interest
       on long-term Contracts for
       the purchase of power (4)                           1,767             1,735             1,699            1,659             1,616                  1,216                  1,181
  Amortization of previously capitalized
       fixed charges                                       1,571             1,508             1,390            1,083             1,440                  1,040                  1,215
                                                   --------------    --------------    --------------   --------------   ---------------     ------------------   --------------------
Total earnings before income
  taxes and fixed charges (A)                    $     1,447,812   $     1,435,504   $    (2,472,042) $     4,855,718  $      2,477,417    $         2,111,736  $           1,502,030
                                                   ==============    ==============    ==============   ==============   ===============     ==================   ====================




FIXED CHARGES:
  Interest and amortization                      $       484,788   $       482,933   $       571,760  $       784,858  $        584,442    $           456,441  $             343,646
  Rentals (3)                                              2,208             1,901             2,905            2,128             1,240                  1,072                    471
  Capitalized fixed charges -
       nuclear fuel (5)                                    1,294             1,211             1,538              756               520                    326                      -
  Allocable portion of interest on
       long-term contracts for
       the purchase of power (4)                           1,767             1,735             1,699            1,659             1,616                  1,216                  1,181
                                                   --------------    --------------    --------------   --------------   ---------------     ------------------   --------------------
Total fixed charges (B)                          $       490,057   $       487,780   $       577,902  $       789,401  $        587,818    $           459,055  $             345,298
                                                   ==============    ==============    ==============   ==============   ===============     ==================   ====================


RATIO OF EARNINGS TO
  FIXED CHARGES (A) / (B):                                  2.95              2.94             (4.28)(6)         6.15              4.21                   4.60                   4.35
                                                   ==============    ==============    ==============   ==============   ===============     ==================   ====================






(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-12.2
<SEQUENCE>8
<FILENAME>exh122.htm
<DESCRIPTION>RATIO OF EARNINGS AND PREFERRED FOR 8-K
<TEXT>
<HTML>
<HEAD>
<TITLE>
Exhibit 12.2 to 8-K
</TITLE>
</HEAD>
<BODY>
<PRE>
                                               SOUTHERN CALIFORNIA EDISON COMPANY AND CONSOLIDATED UTILITY-RELATED SUBSIDIARIES

                                                    RATIOS OF EARNINGS TO FIXED CHARGES AND PREFERRED AND PREFERENCE STOCK

                                                                            (Thousands of Dollars)

                                                                                                                                            9 Months           9 Months
                                                       Year Ended December 31,                                                               Ended              Ended
                                                   -----------------------------------------------------------------------------------
                                                       1998              1999              2000             2001             2002          Sept 30, 2002    Sept 30, 2003
                                                   --------------    --------------    --------------   --------------   -------------   -----------------------------------

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  $      1,546,504  $        1,055,561
Add:
  Taxes on income (2)                                    442,356           438,006        (1,021,452)       1,658,033         641,786           561,904             443,602
  Rentals (3)                                              2,208             1,901             2,905            2,128           1,240             1,072                 471
  Allocable portion of interest
       on long-term Contracts for
       the purchase of power (4)                           1,767             1,735             1,699            1,659           1,616             1,216               1,181
  Amortization of previously capitalized
       fixed charges                                       1,571             1,508             1,390            1,083           1,440             1,040               1,215
                                                   --------------    --------------    --------------   ------------------------------   ---------------   -----------------
Total earnings before income
  taxes and fixed charges (A)                    $     1,447,812   $     1,435,504   $    (2,472,042) $     4,855,718  $    2,477,417  $      2,111,736  $        1,502,030
                                                   ==============    ==============    ==============   ==============   =============   ===============   =================




FIXED CHARGES:
  Interest and amortization                      $       484,788   $       482,933   $       571,760  $       784,858  $      584,442  $        456,441  $          343,646
  Rentals (3)                                              2,208             1,901             2,905            2,128           1,240             1,072                 471
  Capitalized fixed charges -
       nuclear fuel (5)                                    1,294             1,211             1,538              756             520               326                   -
  Allocable portion of interest on
       long-term contracts for
       the purchase of power (4)                           1,767             1,735             1,699            1,659           1,616             1,216               1,181
  Preferred and preference stock dividend
      requirements - pre-tax basis                        45,784            41,753            33,754           37,907          29,119            23,073              18,564
                                                   --------------    --------------    --------------   --------------   -------------   ---------------   -----------------

Total fixed charges (B)                          $       535,841   $       529,533   $       611,656  $       827,308  $      616,937  $        482,128  $          363,862
                                                   ==============    ==============    ==============   ==============   =============   ===============   =================


RATIO OF EARNINGS TO
  FIXED CHARGES (A) / (B):                                  2.70              2.71             (4.04)(6)         5.87            4.02              4.38                4.13
                                                   ==============    ==============    ==============   ==============   =============   ===============   =================






(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 $3,083,698,000 in earnings before income taxes
       and fixed charges to achieve a 1.00 ratio.

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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25
<SEQUENCE>9
<FILENAME>exh25.htm
<DESCRIPTION>FORM T-1 EXHIBIT TO FORM 8-K
<TEXT>
<HTML>
<HEAD>
<TITLE>
Exhibit 25 to 8-K
</TITLE>
</HEAD>
<BODY>
<PRE>
                                                               FORM T-1

                                                  SECURITIES AND EXCHANGE COMMISSION
                                                        Washington, D.C. 20549

                                                       STATEMENT OF ELIGIBILITY
                                              UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                                               CORPORATION DESIGNATED TO ACT AS TRUSTEE

                                                 CHECK IF AN APPLICATION TO DETERMINE
                                                 ELIGIBILITY OF A TRUSTEE PURSUANT TO
                                                   SECTION 305(b)(2)           |__|

                                                         THE BANK OF NEW YORK
                                          (Exact name of trustee as specified in its charter)

New York                                                                         13-5160382
(State of incorporation                                                          (I.R.S. employer
if not a U.S. national bank)                                                     identification no.)

One Wall Street, New York, N.Y.                                                  10286
(Address of principal executive offices)                                         (Zip code)


                                                  Southern California Edison Company
                                          (Exact name of obligor 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
Rosemead, California                                                             91770
(Address of principal executive offices)                                         (Zip code)

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

                            First and Refunding Mortgage Bonds, Series 2004A, Series 2004B and Series 2004C
                                                  (Title of the indenture securities)



<Page>



1.                          General information.  Furnish the following information as to the Trustee:

        (a)    Name and address of each examining or supervising authority to which it is subject.

- --------------------------------------------------------------------------------
                  Name                                        Address
- --------------------------------------------------------------------------------

        Superintendent of Banks of the State of                           2 Rector Street, New York,
        New York                                                          N.Y.  10006, and Albany, N.Y. 12203

        Federal Reserve Bank of New York                                  33 Liberty Plaza, New York,
                                                                          N.Y.  10045

        Federal Deposit Insurance Corporation                             Washington, D.C.  20429

        New York Clearing House Association                               New York, New York   10005

        (b)    Whether it is authorized to exercise corporate trust powers.

        Yes.

2.      Affiliations with Obligor.

        If the obligor is an affiliate of the trustee, describe each such affiliation.

        None.

16.     List of Exhibits.

        Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit
        hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).

        1.     A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which
               contains the authority to commence business and a grant of powers to exercise corporate trust powers.  (Exhibit 1 to
               Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
               Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.)

        4.     A copy of the existing By-laws of the Trustee.  (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.)

        6.     The consent of the Trustee required by Section 321(b) of the Act.  (Exhibit 6 to Form T-1 filed with Registration
               Statement No. 33-44051.)

        7.     A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its
               supervising or examining authority.


2
<Page>


                                                               SIGNATURE



        Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the
laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto
duly authorized, all in The City of New York, and State of New York, on the 7th day of January, 2004.


                                                           THE BANK OF NEW YORK



                                                           By:       /s/ ROBERT A. MASSIMILLO
                                                               --------------------------------------------
                                                               Name:   ROBERT A. MASSIMILLO
                                                               Title:     VICE PRESIDENT



<Page>


                                                                                                                         EXHIBIT 7



                                                  Consolidated Report of Condition of
                                                         THE BANK OF NEW YORK
                                               of One Wall Street, New York, N.Y. 10286
                                                And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business September 30, 2003, published in accordance with a call made by the
Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
                                                                                              Dollar Amounts
ASSETS                                                                                          In Thousands
Cash and balances due from depository institutions:
   Noninterest-bearing balances and currency and coin..                                           $3,688,426
   Interest-bearing balances...........................                                            4,380,259
Securities:
   Held-to-maturity securities.........................                                              270,396
   Available-for-sale securities.......................                                           21,509,356
Federal funds sold in domestic offices.................                                            1,269,945
Securities purchased under agreements to
   resell.............................................                                             5,320,737
Loans and lease financing receivables:
   Loans and leases held for sale................                                                    629,178
   Loans and leases, net of unearned
     income......................38,241,326
   LESS: Allowance for loan and
     lease losses............813,502
   Loans and leases, net of unearned
     income and allowance..............................                                           37,427,824
Trading Assets.........................................                                            6,323,529
Premises and fixed assets (including capitalized
   leases).............................................                                              938,488
Other real estate owned................................                                                  431
Investments in unconsolidated subsidiaries and
   associated companies................................                                              256,230
Customers' liability to this bank on acceptances
   outstanding.........................................                                              191,307
Intangible assets......................................
   Goodwill............................................                                            2,562,478
   Other intangible assets.............................                                              798,536
Other assets...........................................                                            6,636,012
Total assets...........................................                                          $92,203,132
LIABILITIES                                                                                      ============
Deposits:
   In domestic offices.................................                                          $35,637,801
   Noninterest-bearing.......................15,795,823
   Interest-bearing..........................19,841,978
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs............................                                           23,759,599
   Noninterest-bearing..........................599,397
   Interest-bearing..........................23,160,202
Federal funds purchased in domestic
=======================================================
  offices...........................................                                                 464,907
Securities sold under agreements to repurchase.........                                              693,638
Trading liabilities....................................                                            2,634,445
Other borrowed money:
   (includes mortgage indebtedness and obligations
   under capitalized leases).......                                                               11,168,402
Bank's liability on acceptances executed and
   outstanding.........................................                                              193,690
Subordinated notes and debentures......................                                            2,390,000
Other liabilities......................................                                            6,573,955
Total liabilities......................................                                          $83,516,437
Minority interest in consolidated                                                                ===========
   subsidiaries......................................                                                519,418

=======================================================
EQUITY CAPITAL
Perpetual preferred stock and related
   surplus...........................................                                                      0
Common stock...........................................                                            1,135,284
Surplus................................................                                            2,057,234
Retained earnings......................................                                            4,892,597
Accumulated other comprehensive income.........                                                       82,162
Other equity capital components.....................                                                       0
- ------------------------------------------------------------------------------------------------------------
Total equity capital...................................                                            8,167,277
Total liabilities minority interest and equity capital.                                          $92,203,132
                                                                                                 ===========

         I, Thomas J. Mastro,  Senior Vice  President and  Comptroller  of the  above-named  bank do hereby declare that this Report of
Condition is true and correct to the best of my knowledge and belief.
=======================================================================================================================================

                                                                                                             Thomas J. Mastro,
                                                                                         Senior Vice President and Comptroller
         We, the undersigned  directors,  attest to the correctness of this statement of resources and liabilities.  We declare that it
has been  examined by us, and to the best of our knowledge and belief has been prepared in  conformance  with the  instructions  and is
true and correct.


Thomas A. Renyi
Gerald L. Hassell
Alan R. Griffith                                                  Directors





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