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<SEC-DOCUMENT>0000092103-06-000002.txt : 20060127
<SEC-HEADER>0000092103-06-000002.hdr.sgml : 20060127
<ACCEPTANCE-DATETIME>20060127170120
ACCESSION NUMBER:		0000092103-06-000002
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		8
CONFORMED PERIOD OF REPORT:	20060124
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20060127
DATE AS OF CHANGE:		20060127

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:		06558629

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

                                                 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 24, 2006



                                      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)

===============================================================================================================
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Page 1





Item 8.01.  Other Events.

        On January 24, 2006, Southern California Edison Company agreed to sell $350,000,000 5.625% First and
Refunding Mortgage Bonds, Series 2006A, Due 2036, and $150,000,000 Floating Rate First and Refunding Mortgage
Bonds, Series 2006B, Due 2009 ("New Bonds").  For further information concerning the New Bonds, refer to the
exhibits contained in this Current Report on Form 8-K.


Item 9.01.  Financial Statements and Exhibits.

(c)     Exhibits



Page 2




                                                  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/ Linda G. Sullivan
                                        --------------------------------------------------------
                                        LINDA G. SULLIVAN
                                        Vice President and Controller


January 27, 2006



Page 3




                                                 EXHIBIT INDEX

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

1.            Underwriting Agreement dated as of January 24, 2006

4.1           One Hundred Twelfth Supplemental Indenture dated as of January 24, 2006

4.2           Certificate as to Actions Taken by Officer of Southern California Edison
              Company, dated as of January 24, 2006

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

25.1          Statement of Eligibility on Form T-1 under the Trust Indenture Act of
              1939, as amended, of the Bank of New York Trust Company, N.A., as Trustee
              under the Indenture (First Mortgage Bonds)
- ------------- ----------------------------------------------------------------------------




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                                                                                              Execution Version








                                      Southern California Edison Company

                $350,000,000 5.625% First and Refunding Mortgage Bonds, Series 2006A, Due 2036

             $150,000,000 Floating Rate First and Refunding Mortgage Bonds, Series 2006B, Due 2009

                                            Underwriting Agreement

                                                                                             New York, New York

                                                                                               January 24, 2006

Credit Suisse Securities (USA) LLC
Deutsche Bank Securities Inc.
Lehman Brothers Inc.
   As Representatives of the several Underwriters
c/o Lehman Brothers Inc.
745 Seventh Avenue
New York, New York  10019

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,  $350,000,000 principal
amount of its 5.625%  First and  Refunding  Mortgage  Bonds,  Series  2006A,  Due 2036 (the "2006A  Bonds") and
$150,000,000  principal amount of its Floating Rate First and Refunding Mortgage Bonds,  Series 2006B, Due 2009
(the "2006B Bonds" and,  together with the 2006A Bonds, the  "Securities"),  to be issued under the One Hundred
Twelfth  Supplemental  Indenture (the "Supplemental  Indenture") to be dated as of January 24, 2006, 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 Trust Company,  N.A., as successor to
Harris Trust and Savings Bank, and D.G.  Donovan,  as successor  trustee to  Pacific-Southwest  Trust &amp; Savings
Bank, 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,  the Base Prospectus,  any Preliminary Prospectus Supplement or
the  Final  Prospectus  Supplement  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 the Base  Prospectus,  any  Preliminary
Prospectus Supplement or the Final Prospectus  Supplement,  as the case may be; and any reference herein to the
terms "amend",  "amendment" or "supplement"  with respect to the Registration  Statement,  the Base Prospectus,
any  Preliminary  Prospectus  Supplement  or the Final  Prospectus  Supplement  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 the Base Prospectus, any Preliminary

Page 1



Prospectus  Supplement  or the Final  Prospectus  Supplement,  as the case may be,  deemed  to be  incorporated
therein by reference.  Certain terms used herein are defined in Section 19 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 333-123683) on Form S-3,  including a related Base
        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 Preliminary Prospectus Supplement,  each of
        which has previously  been furnished to you and has become  effective.  The Company will next file with
        the  Commission a Final  Prospectus  Supplement  relating to the  Securities  in  accordance  with Rule
        424(b).  The  Registration  Statement,  at the Execution Time, is effective and meets the  requirements
        set forth in Rule 415(a)(1)(x).

(b)     On each Effective Date, the  Registration  Statement did, and when the Final  Prospectus  Supplement is
        first  filed in  accordance  with Rule 424(b) and on the Closing  Date (as defined  herein),  the Final
        Prospectus  Supplement  (and any  supplement  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 each Effective Date and at the Execution Time, the Registration Statement did not
        and 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
        each 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 date
        of any filing  pursuant  to Rule  424(b)  and on the  Closing  Date,  the Final  Prospectus  Supplement
        (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 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 Final
        Prospectus  Supplement (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 Final  Prospectus  Supplement (or any
        supplement thereto),  it being understood and agreed that the only such information  furnished by or on
        behalf of any Underwriter consists of the information described as such in Section 8 hereof.

(c)     As of the Initial  Sale Time,  the  Disclosure  Package and the Final Term Sheet (as defined in Section
        5(b) below) when taken together as a whole,  do not contain any untrue  statement of a material fact or
        omit to state any material fact necessary in order to make the statements  therein, in the light of the
        circumstances  under which they were made,  not  misleading.  The preceding  sentence does not apply to
        statements in or

Page 2



        omissions  from the  Disclosure  Package  or the Final Term Sheet  based  upon and in  conformity  with
        written  information   furnished  to  the  Company  by  any  Underwriter  through  the  Representatives
        specifically for use therein,  it being understood and agreed that the only such information  furnished
        by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

(d)     (i) At the earliest  time after the filing of the  Registration  Statement  that the Company or another
        offering  participant  made a bona fide offer (within the meaning of Rule  164(h)(2)) of the Securities
        and (ii) as of the Execution Time (with such date being used as the determination  date for purposes of
        this  clause  (ii)),  the  Company  was not and is not an  Ineligible  Issuer (as defined in Rule 405),
        without  taking  account of any  determination  by the  Commission  pursuant to Rule 405 that it is not
        necessary that the Company be considered an Ineligible Issuer.

(e)     Neither any Issuer Free  Writing  Prospectus  nor the Final Term Sheet  includes any  information  that
        conflicts  with the  information  contained  in the  Registration  Statement,  including  any  document
        incorporated by reference  therein and any prospectus  supplement  deemed to be a part thereof that has
        not been  superseded or modified.  The foregoing  sentence does not apply to statements in or omissions
        from the  Disclosure  Package  or the Final  Term  Sheet  based  upon and in  conformity  with  written
        information  furnished to the Company by any Underwriter through the  Representatives  specifically for
        use therein,  it being understood and agreed that the only such  information  furnished by or on behalf
        of any Underwriter consists of the information described as such in Section 8 hereof.

(f)     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  Preliminary  Prospectus  Supplement  and the
        Final Prospectus  Supplement,  will not be an "investment company" as defined in the Investment Company
        Act of 1940, as amended.

(g)     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  Registration
        Statement,  Preliminary  Prospectus  Supplement  and  the  Final  Prospectus  Supplement,  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.

(h)     There is no  franchise,  contract  or other  document of a character  required to be  described  in the
        Registration  Statement,  the Preliminary Prospectus Supplement or the Final Prospectus Supplement,  or
        to be filed as an exhibit thereto,  which is not described or filed as required;  and the statements in
        the Preliminary  Prospectus Supplement and the Final Prospectus Supplement under the heading "Summary--
        Southern  California Edison Company" and the statements  incorporated  into the Preliminary  Prospectus
        Supplement  and  the  Final  Prospectus   Supplement  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, 2004 (the "Form 10-K"), as

Page 3



        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 Preliminary  Prospectus Supplement and the
        Final Prospectus Supplement, fairly summarize the matters therein described in all material respects.

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

(j)     The Securities and the Indenture conform in all material respects to the description  thereof contained
        in the Registration  Statement,  Preliminary Prospectus Supplement and the Final Prospectus Supplement;
        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 provisions of
        the Atomic Energy Act of 1954 and regulations  thereunder,  (D) as to its  enforceability in respect of
        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.

(k)     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  Registration
        Statement, Preliminary Prospectus Supplement and the Final Prospectus Supplement.

Page 4



(l)     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.

(m)     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 Registration
        Statement,  Preliminary Prospectus Supplement and the Final Prospectus Supplement or in Section 1(j) of
        this  Agreement,  and to such  other  matters  that  do not  materially  affect  the  security  for the
        Securities.

(n)     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  or SCE  Funding  LLC  pursuant  to,  (i) the  articles  of  incorporation,  by-laws  or  other
        organizational  documents of the Company or SCE Funding LLC,  (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  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 or SCE Funding LLC of any court,  regulatory body,
        administrative  agency,  governmental body,  arbitrator or other authority having jurisdiction over the
        Company or SCE Funding LLC or any of its or their properties.

(o)     The  consolidated  historical  financial  statements and schedules of the Company and its  consolidated
        subsidiaries  incorporated by reference in the Preliminary Prospectus Supplement,  the Final Prospectus
        Supplement 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  Data" in the  Company's  Form 10-K,
        incorporated by reference in the Preliminary  Prospectus  Supplement,  the Final Prospectus  Supplement
        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 Preliminary  Prospectus
        Supplement and the

Page 5



        Final  Prospectus  Supplement  complies  with  the  requirements  of  Regulation  G and  Item  10(e) of
        Regulation S-K under the Act.

(p)     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, 2004  incorporated  by reference in
        the Registration Statement,  Preliminary Prospectus Supplement and the Final Prospectus Supplement, are
        an independent  registered public accounting firm with respect to the Company within the meaning of the
        Act and the applicable published rules and regulations thereunder.

(q)     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 Registration  Statement,  Preliminary Prospectus Supplement and the
        Final Prospectus Supplement (exclusive of any supplement thereto).

(r)     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;  (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.

(s)     Neither the Company nor SCE Funding is in violation or default of (i) any  provision of its articles of
        incorporation,  bylaws or other organizational  documents,  (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 it 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).

(t)     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

Page 6



        Effect,  except as set forth in or contemplated in the Final  Prospectus  Supplement  (exclusive of any
        supplement thereto).

(u)     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 Preliminary  Prospectus  Supplement and the Final Prospectus  Supplement (exclusive
        of any  supplement  thereto).  Except as set forth in the  Preliminary  Prospectus  Supplement  and the
        Final Prospectus Supplement,  the Company has not been named as a "potentially responsible party" under
        the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended.

(v)     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 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 Preliminary  Prospectus  Supplement and the Final
        Prospectus Supplement (exclusive of any supplement thereto).

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

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

(y)     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.

(z)     Except as set forth in the  Preliminary  Prospectus  Supplement  and the  Final  Prospectus  Supplement
        (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,

Page 7



        except  where the failure to satisfy  such  standard  would not have a Material  Adverse  Effect;  each
        pension plan established or maintained by the Company and/or one or more of its  subsidiaries,  and the
        trust  forming  part of each such plan,  has been  determined  by the  Internal  Revenue  Service to be
        designed in accordance with Section 401 of the Code, and each such pension plan has  subsequently  been
        amended,  and the Company  believes that each such pension plan, as amended,  is designed in compliance
        with Section 401 of the Code; 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,  except in such cases where  noncompliance would not have a
        Material  Adverse  Effect;  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.

(aa)    Except as disclosed in the  Registration  Statement,  Preliminary  Prospectus  Supplement and the Final
        Prospectus  Supplement,  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 other than commercial paper.

(bb)    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.

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,  (a) at a purchase  price of 98.88% of the principal
amount  thereof,  the  principal  amount of the  2006A  Bonds set forth  opposite  such  Underwriter's  name in
Schedule  I hereto,  and (b) at a purchase  price of 99.65% of the  principal  amount  thereof,  the  principal
amount of 2006B 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 31, 2006 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

Page 8



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  Registration  Statement,  Disclosure  Package  and the
Final Prospectus Supplement.

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

(a)     Prior to the termination of the offering of the Securities,  the Company will not file any amendment of
        the Registration  Statement or supplement (including the Final Prospectus Supplement or any Preliminary
        Prospectus  Supplement) to the Base 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,  the
        Company will cause the Final Prospectus Supplement,  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 Final  Prospectus  Supplement,  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 (if  required)  with the  Commission,  (2) when,  prior to  termination  of the
        offering of the  Securities,  any  amendment  to the  Registration  Statement  shall have been filed or
        become  effective,  (3) of  any  request  by the  Commission  or its  staff  for any  amendment  of the
        Registration Statement,  or any Rule 462(b)  Registration Statement, or for any supplement to the Final
        Prospectus Supplement or for any additional  information,  (4) 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  (5) 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  of such stop  order,
        including,  if necessary,  by filing an amendment to the  Registration  Statement or a new registration
        statement  and using its best efforts to have such  amendment or new  registration  statement  declared
        effective as soon as practicable.

(b)     The  Company  will  prepare a final term  sheet,  substantially  in the form of Schedule II hereto (the
        "Final  Term  Sheet"),  and will file the Final  Term Sheet  pursuant  to Rule  433(d)  within the time
        required by such Rule.

(c)     If there occurs an event or development  as a result of which the  Disclosure  Package would include an
        untrue statement of a material fact or would omit to state a

Page 9



        material fact  necessary in order to make the  statements  therein,  in the light of the  circumstances
        then prevailing,  not misleading,  the Company will notify promptly the Representatives so that any use
        of the Disclosure Package may cease until it is amended or supplemented.

(d)     If, at any time when a prospectus  relating to the Securities is required to be delivered under the Act
        (including in circumstances  where such  requirement may be satisfied  pursuant to Rule 172), any event
        occurs as a result of which the Final  Prospectus  Supplement  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,  file a new  registration  statement  or
        supplement  the  Final  Prospectus  Supplement  to  comply  with  the  Act or the  Exchange  Act or the
        respective  rules  thereunder,  including in  connection  with use or delivery of the Final  Prospectus
        Supplement,  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 or new registration  statement which will correct such statement or omission or
        effect such compliance;  (3) use its best efforts to have any amendment to the  Registration  Statement
        or new  registration  statement  declared  effective  as soon as  practicable  in order  to  avoid  any
        disruption in use of the Final Prospectus Supplement;  and (4) supply any amended or supplemented Final
        Prospectus Supplement to you in such quantities as you may reasonably request.

(e)     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.

(f)     Upon  request,  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  (including  in
        circumstances  where such  requirement  may be satisfied  pursuant to Rule 172), as many copies of each
        Preliminary  Prospectus  Supplement,  the Final Prospectus and each Issuer Free Writing  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.

(g)     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

Page 10



        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.

(h)     (i) The Company agrees that,  unless it has obtained or obtains,  as the case may be, the prior written
        consent of the Representatives,  and (ii) each Underwriter,  severally and not jointly, agrees with the
        Company that,  unless it has obtained or obtains,  as the case may be, the prior written consent of the
        Company,  it has not made and will not make any offer relating to the Securities that would  constitute
        an Issuer Free Writing  Prospectus or that would otherwise  constitute a "free writing  prospectus" (as
        defined in Rule 405)  required  to be filed by the  Company  with the  Commission  or  retained  by the
        Company under Rule 433,  other than the Final Term Sheet;  provided  that the prior written  consent of
        the parties hereto shall be deemed to have been given in respect of the Free Writing  Prospectuses,  if
        any,  included  in  Schedule  III  hereto.  Any  such  free  writing  prospectus  consented  to by  the
        Representatives  or the Company is hereinafter  referred to as a "Permitted  Free Writing  Prospectus."
        The Company  agrees that (x) it has treated  and will treat,  as the case may be, each  Permitted  Free
        Writing  Prospectus as an Issuer Free Writing  Prospectus  and (y) it has complied and will comply,  as
        the case may be, with the  requirements  of Rules 164 and 433  applicable to any Permitted Free Writing
        Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

(i)     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.

(j)     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,  as described in Section 2 hereof,  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)     The Final Prospectus  Supplement,  and any supplement thereto, have been filed in the manner and within
        the time period required by Rule 424(b); the Final Term

Page 11



        Sheet and any other  material  required  to be filed by the Company  pursuant to Rule 433(d)  under the
        Act, shall have been filed with the Commission  within the applicable time periods  prescribed for such
        filings by Rule 433; 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  Barbara E. Mathews,  Vice  President,  Associate  General
        Counsel,  Chief  Governance  Officer and Corporate  Secretary of the Company,  to have furnished to the
        Representatives  her 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;

(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  Registration  Statement,  Preliminary  Prospectus  Supplement  and the  Final
               Prospectus Supplement;

(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  Registration
               Statement,  Preliminary  Prospectus  Supplement  and the Final  Prospectus  Supplement and other
               matters

Page 12



               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  Registration   Statement,   Preliminary  Prospectus  Supplement  and  Final  Prospectus
               Supplement,  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,  be  reasonably  likely to
               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,   the  Preliminary  Prospectus  Supplement  and  the  Final  Prospectus
               Supplement,  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  Preliminary  Prospectus
               Supplement and the Final  Prospectus  Supplement under the headings "Legal Matters" and "Summary
              -- Southern  California  Edison  Company"  or  incorporated  by  reference  into the  Preliminary
               Prospectus   Supplement  and  the  Final  Prospectus   Supplement  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, 2004, 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  Preliminary  Prospectus  Supplement and the Final  Prospectus
               Supplement,  fairly summarize the matters therein  described in all material  respects;  and the
               statements  set  forth  in the  Preliminary  Prospectus  Supplement  and  the  Final  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 Preliminary
               Prospectus  Supplement  and  the  Final  Prospectus  Supplement,  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 Final  Prospectus  Supplement
               (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;

Page 13



(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 Preliminary  Prospectus  Supplement and
               the  Final  Prospectus  Supplement,  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  contemplated  in this
               Agreement and in the Registration  Statement,  Preliminary  Prospectus  Supplement and the Final
               Prospectus  Supplement  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 articles
               of incorporation 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.

        Such opinion will also include  language to the effect that such counsel has no reason to believe that,
        as of the Initial Sale Time, the documents  included in the Disclosure Package and the Final Term Sheet
        contained any untrue  statement of a material  fact or omitted to state any material fact  necessary in
        order to make the statements  therein,  in the light of  circumstances  under which they were made, not
        misleading.

        Such  opinion  will also  include  language to the effect that counsel has no reason to believe that on
        the Effective  Date the  Registration  Statement  contained any untrue  statement of a material fact or
        omitted to state any material fact required to be stated therein or

Page 14



        necessary to make the statements  therein not misleading or that the Final Prospectus  Supplement 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 any material  fact  necessary  in order to make the  statements  therein,  in
        light of the circumstances under which they were made, not misleading.

        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 she deems proper and  specified in such  opinion,  upon the opinion of other counsel of good
        standing whom she believes to be reliable and who are  satisfactory to counsel for the Underwriters and
        (B) as to matters of fact, to the extent she 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 Final  Prospectus  Supplement 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 LLP,  counsel for the
        Underwriters,  such opinion or opinions, dated the Closing Date and addressed to the Representatives 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
        Senior Vice President,  Chief Financial  Officer of the Company,  dated the Closing Date, to the effect
        that he has  carefully  examined  the  Registration  Statement,  the  Disclosure  Package and the Final
        Prospectus Supplement, any supplements or amendments thereto and this Agreement and that:

(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
               Preliminary  Prospectus  Supplement  and  the  Final  Prospectus  Supplement  (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  Preliminary  Prospectus  Supplement and the Final
               Prospectus Supplement (exclusive of any supplement thereto).

Page 15



(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  registered  public  accounting firm with respect to the Company
        within the  meaning  of the Act and the  applicable  rules and  regulations  thereunder  adopted by the
        Commission  and the Public  Company  Accounting  Oversight  Board  (United  States)  and that they have
        performed a review of the unaudited  interim  financial  information of the Company for the three-month
        and  nine-month  periods  ended  September 30, 2005,  and as at September 30, 2005, in accordance  with
        Statement on Auditing Standards No. 100, stating in effect that:

(i)     in their opinion the audited  consolidated  financial  statements and financial  statement schedules of
               the Company  audited by them and  included or  incorporated  by  reference  in the  Registration
               Statement,  the Preliminary  Prospectus  Supplement (in the case of the letter  delivered at the
               Execution Time) and the Final Prospectus  Supplement (in the case of the letter delivered at the
               Closing  Date) 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
               three-month  and nine month  periods  ended  September  30, 2005,  and as at September 30, 2005,
               incorporated by reference in the Registration  Statement,  the Preliminary Prospectus Supplement
               (in the case of the letter delivered at the Execution Time) and the Final Prospectus  Supplement
               (in the case of the letter  delivered  at the Closing  Date);  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 and accounting  matters
               of the Company and its  subsidiaries  as to transactions  and events  subsequent to December 31,
               2004, 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,  the Preliminary  Prospectus  Supplement (in the case of the letter  delivered
                      at the Execution  Time) and the Final  Prospectus  Supplement  (in the case of the letter
                      delivered  at the Closing  Date) 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

Page 16



                       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,  the  Preliminary  Prospectus
                      Supplement  (in the case of the letter  delivered  at the  Execution  Time) and the Final
                      Prospectus Supplement (in the case of the letter delivered at the Closing Date); or

(2)     with respect to the period  subsequent  to September 30, 2005,  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,  2005,  consolidated  balance
                      sheet  included  or  incorporated  by  reference  in  the  Registration  Statement,   the
                      Preliminary  Prospectus  Supplement (in the case of the letter delivered at the Execution
                      Time) and the Final  Prospectus  Supplement  (in the case of the letter  delivered at the
                      Closing  Date),  or for the period from  October 1, 2005 to the most recent month end for
                      which the financial  statements are available 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,  the  Preliminary
               Prospectus  Supplement (in the case of the letter delivered at the Execution Time) and the Final
               Prospectus  Supplement (in the case of the letter  delivered at the Closing Date) and in Exhibit
               12 to the  Registration  Statement,  including  the  information  set forth  under  the  caption
               "Selected  Financial  Information"  incorporated  by  reference  in the  Preliminary  Prospectus
               Supplement (in the case of the letter  delivered at the Execution Time) and the Final Prospectus
               Supplement (in the case of the letter delivered at the Closing Date),  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,  the  Preliminary  Prospectus
               Supplement (in the case of the letter  delivered at the Execution Time) and the Final Prospectus
               Supplement  (in the case of the letter  delivered  at the  Closing  Date),  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,  the Preliminary Prospectus
               Supplement (in the case of the letter  delivered at the Execution Time) and the Final Prospectus
               Supplement  (in  the  case of the  letter  delivered  at the  Closing  Date),  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) the Preliminary  Prospectus Supplement and
        the Final Prospectus  Supplement  (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 Preliminary  Prospectus  Supplement and the Final Prospectus Supplement
        (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),  the  Preliminary  Prospectus
        Supplement and the Final Prospectus Supplement (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.



Page 17



               The  documents  required to be delivered by this  Section 6  shall be delivered at the office of
Cleary  Gottlieb Steen &amp; Hamilton LLP,  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 default by any of the Underwriters,  the Company will reimburse the Underwriters  severally
through  Lehman  Brothers  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 Supplement,  the Final Prospectus Supplement,  any Issuer Free Writing Prospectus or the information
contained in the Final Term Sheet, 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 of the Final Prospectus  Supplement  regarding
delivery of the Securities and, under the

Page 18



heading of the Final  Prospectus  Supplement  labeled  "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 the Final Prospectus  Supplement  constitute the only information  furnished in writing by or on behalf
of the several Underwriters for inclusion in the Final Prospectus Supplement.

(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 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

Page 19



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 to the total  underwriting  discounts and commissions,
in each  case as set forth on the  cover  page of the Final  Prospectus  Supplement.  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

Page 20



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 Final  Prospectus
Supplement 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.     Certain  Acknowledgements  by the Company.  The Company  acknowledges  and agrees that the Underwriters
are acting solely in the capacity of an arm's length  contractual  counterparty  to the Company with respect to
the offering of Securities  contemplated  hereby  (including in connection  with  determining  the terms of the
offering)  and not as a financial  advisor or a fiduciary  to, or an agent of, the Company or any other person.
Additionally,  neither  the  Representative  nor any other  Underwriter  is  advising  the Company or any other
person as to any legal, tax,  investment,  accounting or regulatory  matters in any  jurisdiction.  The Company
shall  consult  with its own  advisors  concerning  such  matters and shall be  responsible  for making its own
independent  investigation and appraisal of the transactions  contemplated  hereby,  and the Underwriters shall
have no  responsibility  or liability to the Company with respect  thereto.  Any review by the  Underwriters of
the Company,  the  transactions  contemplated  hereby or other matters  relating to such  transactions  will be
performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

11.     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 (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 Preliminary  Prospectus  Supplement and the Final  Prospectus
Supplement (exclusive of any supplement thereto).

12.     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.

13.     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 each of  Lehman
Brothers Inc.,  Attention:  Debt Capital  Markets,  Power Group, 745 Seventh Ave., New York, NY 10019 (fax no.:
(212) 526-0943) (with a copy to the General

Page 21



Counsel at the same  address);  Deutsche Bank  Securities  Inc., 60 Wall Street,  NY, NY 10005,  Attention Debt
Capital  Markets (fax no.: (212) 797-2202) with a copy to the General  Counsel (fax no.: (212)  797-4564);  and
Credit Suisse  Securities  (USA) LLC,  Attention:  IBD Legal,  Eleven  Madison Ave.,  19th Floor,  New York, NY
10010, (fax no.: (212) 325-8278);  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 Michael Henry (fax no.: (626) 302-2610).

14.     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.

15.     Applicable  Law and Waiver of Jury Trial.  (a) 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.

(b)     The Company and each of the Underwriters  hereby irrevocably waives, to the fullest extent permitted by
        applicable law, any and all right to trial by jury in any legal  proceeding  arising out of or relating
        to this Agreement or the transactions contemplated hereby.

16.     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.

17.     Entire Agreement.  This Agreement  supersedes all prior agreements and understandings  (whether written
or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof.

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

19.     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.

               "Base  Prospectus"  shall mean the prospectus  referred to in paragraph 1(a) above  contained in
        the Registration Statement at the Effective Date.

               "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.



Page 22



               "Disclosure  Package"  shall mean (i) the  Preliminary  Prospectus  Supplement,  as amended  and
        supplemented to the Execution Time, (ii) the Issuer Free Writing  Prospectuses,  if any,  identified in
        Schedule  III  hereto,  and (iii) any other Free  Writing  Prospectus  that the  parties  hereto  shall
        hereafter expressly agree in writing to treat as part of the Disclosure Package.

               "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.

               "Final Prospectus  Supplement" shall mean the prospectus  supplement  relating to the Securities
        that was  first  filed  pursuant  to Rule  424(b)  after the  Execution  Time,  together  with the Base
        Prospectus.

               "Free Writing Prospectus" shall mean a free writing prospectus, as defined in Rule 405.

               "Initial  Sale  Time"  shall  mean  2:20 pm  (Eastern  time)  on the  date of this  Underwriting
        Agreement.

               "Issuer Free Writing  Prospectus"  shall mean an issuer free writing  prospectus,  as defined in
        Rule 433.

               "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  Supplement"  shall mean any preliminary  prospectus  supplement to the
        Base Prospectus  which describes the Securities and the offering thereof and is used prior to filing of
        the Final Prospectus Supplement, together with the Base Prospectus.

               "Registration  Statement" shall mean the registration  statement  referred to in  paragraph 1(a)
        above,  including  exhibits and financial  statements,  as amended on each  Effective  Date 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.

               "Rule 158", "Rule 163", "Rule 164", "Rule 172", "Rule 405", "Rule 415",  "Rule 424", "Rule 430B"
        and "Rule 433" refer to such rules under the Act.



Page 23



               "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.

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



Page 24



               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:/s/ Mary C. Simpson
                                                      ------------------------------------------
                                                      Name: Mary C. Simpson
                                                      Title:  Assistant Treasurer
The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.


CREDIT SUISSE SECURITIES (USA) LLC


By: /s/ Joseph E. Reece
    ----------------------------------
    Name: Joseph E. Reece
    Title:Managing Director

DEUTSCHE BANK SECURITIES INC.

By: /s/ Charles W. Chigas
    ----------------------------------
    Name: Charles W. Chigas
    Title:Managing Director

By: /s/ Ben Smilchensky
    ----------------------------------
    Name: Ben Smilchensky
    Title:Managing Director


LEHMAN BROTHERS INC.


By: /s/ Martin Goldberg
    ---------------------------------
    Name: Martin Goldberg
    Title:Senior Vice President

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


                                                    Principal Amount of     Principal Amount of
                                                        2006A Bonds to        2006B Bonds to be
Underwriter                                             be Purchased             Purchased
- -----------                                         -------------------     -------------------

Credit Suisse Securities (USA) LLC..................       $91,000,000             $39,000,000
Deutsche Bank Securities Inc. ......................       $91,000,000             $39,000,000
Lehman Brothers Inc.................................       $91,000,000             $39,000,000
Wells Fargo Securities, LLC.........................       $42,000,000             $18,000,000
Goldman, Sachs &amp; Co. ...............................       $17,500,000              $7,500,000
Greenwich Capital Markets, Inc. ....................       $17,500,000              $7,500,000
                                                          ------------            ------------
        Total.......................................      $350,000,000            $150,000,000
                                                          ============            ============

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


Page 25




                                                  SCHEDULE II
                                                  [SCE Logo]
                                                 $350,000,000
                       5.625% First and Refunding Mortgage Bonds, Series 2006A, Due 2036

                                                SUMMARY OF TERMS

Security               5.625% First and Refunding Mortgage Bonds, Series 2006A, Due 2036

Issuer:                Southern California Edison Company ("SCE", or the "Company")

Joint Book-running
Managers:              Credit Suisse / Deutsche Bank Securities / Lehman Brothers

Principal Amount:      $350,000,000

                       Ratings of Securities: A3/BBB+ (Moody's / S&amp;P) <BR>
                       Settlement Date:       January 31, 2006 (T+5)

Maturity:              February 1, 2036

Benchmark US Treasury: 5.375% due 02/15/31

Benchmark US Treasury
yield:                 4.582%

Spread to Benchmark
US Treasury:           +106 bps

Reoffer Yield:         5.642%

Coupon:                5.625%

Coupon Payment Dates:  February 1 and August 1

First Coupon Payment Date: August 1, 2006

Public Offering Price: 99.755%

Optional Redemption:   Callable at any time, in whole or in part, at a "make whole" premium of T+20 bps

CUSIP/ISIN             842400 FC 2/ US842400FC28




The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which
this communication relates.  Before you invest, you should read the prospectus in that registration statement
and other documents the issuer has filed with the SEC for more complete information about the issuer and this
offering.  You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov.
Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send
you the prospectus if you request it by calling 212-538-7764 (Collect) for Credit Suisse Securities (USA)
LLC, by calling 800-503-4611 for Deutsche Bank Securities Inc. or by calling  212-526-9664 (Collect)  for
Lehman Brothers Inc.


Any disclaimer or other notice that may appear below is not applicable to this communication and should be
disregarded. Such disclaimer or notice was automatically generated as a result of this communication being
sent by Bloomberg or another email system.



Page 26




                                                 $150,000,000
                   Floating Rate First and Refunding Mortgage Bonds, Series 2006B, Due 2009

                                               SUMMARY OF TERMS



Security:         First and Refunding Mortgage Bonds, Series 2006B, Due 2009

Issuer:           Southern California Edison Company ("SCE", or the "Company")

Joint
Book-running      Credit Suisse / Deutsche Bank Securities / Lehman Brothers
Managers:

Principal Amount: $150,000,000

Ratings of
Securities:       A3/BBB+ (Moody's / S&amp;P)

Settlement Date:  January 31, 2006 (T+5)

Maturity:         February 2, 2009

                  Floating rate equal to three-month LIBOR (calculated as described in the
Coupon:           Preliminary Prospectus Supplement dated     January 24, 2006) plus 0.10%;
                  reset quarterly.

Coupon Payment
Dates:            Payable quarterly on February 2, May 2, August 2, November 2

First Coupon
payment Date:     May 2, 2006

Public Offering
Price:            100%

Optional Redemption:  The bonds may not be redeemed prior to maturity.

CUSIP/ISIN:       842400 FD 0/ US842400FD01




The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which
this communication relates.  Before you invest, you should read the prospectus in that registration statement
and other documents the issuer has filed with the SEC for more complete information about the issuer and this
offering.  You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov.
Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send
you the prospectus if you request it by calling 212-538-7764 (Collect) for Credit Suisse Securities (USA)
LLC, by calling 800-503-4611 for Deutsche Bank Securities Inc. or by calling 212-526-9664 (Collect) for
Lehman Brothers Inc.

Any disclaimer or other notice that may appear below is not applicable to this communication and should be
disregarded. Such disclaimer or notice was automatically generated as a result of this communication being
sent by Bloomberg or another email system.





Page 27











                                                 SCHEDULE III
                   Schedule of Free Writing Prospectuses included in the Disclosure Package



NONE








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                                              ONE HUNDRED TWELFTH
                                            SUPPLEMENTAL INDENTURE








                                      Southern California Edison Company

                                                      to

                                   The Bank of New York Trust Company, N.A.

                                                      and

                                                D. G. Donovan,

                                                   Trustees








                                         DATED AS OF JANUARY 24, 2006










Page 1







               This One Hundred Twelfth Supplemental Indenture, dated as of the 24th day of January, 2006, 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 Trust Company, N.A., a national banking association having its mailing address at 2 North LaSalle
Street, in the City of Chicago, State of Illinois 60602 (successor Trustee to The Bank of New York, which was
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 and 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 and 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 eleven
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, October 1, 1985, October 15, 1985, March 1, 1986, March 15,
1986, April 15, 1986,

Page 2







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, December 15,
2003, January 7, 2004, February 26, 2004, March 23, 2004, December 6, 2004, January 11, 2005, January 27,
2005, March 17, 2005, June 1, 2005, June 20, 2005, August 24, 2005, and December 12, 2005, 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:

           <U>Series</U>                  <U>Due Date</U>               <U>Principal Amount</U>
          86D,E,F and G              2008                      196,000,000
          87A,B,C and D              2008                      135,000,000
            2004A                    2014                      300,000,000
            2004B                    2034                      525,000,000
           2004D and E               2035                      144,400,000
            2004F                    2015                      300,000,000
            2004G                    2035                      350,000,000
            2004H                    2007                      150,000,000
            2005A                    2016                      400,000,000
            2005B                    2036                      250,000,000
            2005D                    2029                      203,460,000
            2005E                    2035                      350,000,000
            2005F                    2035                      248,585,000
            2005G                    2010                    1,700,000,000

               WHEREAS, the Company proposes presently to issue in fully registered form only, without
coupons, up to $500,000,000 aggregate principal amount of two new series of the Company's First and Refunding
Mortgage Bonds, pursuant to resolutions of the Board of Directors or the Executive Committee of the Board of
Directors of the Company, or actions by one or more officers of the Company, said new series to be designated
as Series 2006A and Series 2006B (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 Hundred Eleventh 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 Twelfth 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;

Page 3







               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 Mortgage Bonds,
Series 86D, Series 86E, Series 86F, Series 86G, Series 87A, Series 87B, Series 87C, Series 87D, Series 2004A,
Series 2004B, Series 2004C, Series 2004D, Series 2004E, Series 2004F, Series 2004G, Series 2004H, Series
2005A, Series 2005B, Series 2005C, Series 2005D, Series 2005E, Series 2005F, and Series 2005G 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 $500,000,000, 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

Page 4



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 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 Trust Company, N.A., Trustee, of a notice in writing (including by

Page 5







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.

                                                    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 Trust Company, N.A., 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 AND CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
               (AND ANY PAYMENT IS MADE TO CEDE AND 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 AND 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

Page 6



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 by The Bank of New York
Trust Company, N.A., 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 7






               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 Trust Company, N.A. has caused its
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 TRUST COMPANY,
                                                   N.A., Trustee


                                                   /s/ Judith L. Bartolini
                                                   ---------------------------------
                                                   Name:  JUDITH L. BARTOLINI
                                                   Title:  Vice President


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


Page 8






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


        On this 25th day of January, 2006, before me, JEAN E. 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 E. Lambrecht
                                                   ----------------------------------
                                                   Notary Public, State of California




(Seal)

My Commission expires on December 31, 2008.



Page 9




STATE OF ILLINOIS       }
                        }  ss.
COUNTY OF COOK          }

        On this 25th day of January, 2006, before me, T. MOSTERD, a Notary Public, personally appeared Judith
L. Bartolini, Vice President of THE BANK OF NEW YORK TRUST COMPANY, N.A., 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 she executed the same in her authorized capacity, and that by her
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/ T. Mosterd
                                            ------------------------
                                            Notary Public




(Seal)

My Commission expires on January 22, 2009.




STATE OF ILLINOIS     }
                      }  ss.
COUNTY OF COOK        }


        On this 25th day of January, 2006, before me, T. MOSTERD, 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/ T. Mosterd
                                            --------------------------------
                                            Notary Public, State of Illinois




(Seal)

My Commission expires on January 22, 2009.


Page 10






</PRE>

</BODY>

</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>4
<FILENAME>exh42certofcr.htm
<DESCRIPTION>CERTIFICATE AS  TO ACTIONS TAKEN BY OFFICER
<TEXT>
<HTML>
<HEAD>
<TITLE>exh4.2certofcract</TITLE>
</HEAD>

<BODY>
<PRE>
                                  CERTIFICATE AS TO ACTIONS TAKEN BY OFFICER
                                     OF SOUTHERN CALIFORNIA EDISON COMPANY


</PRE>

<DIV align=center>
<PRE>
Adopted January 24, 2006

</PRE>
</DIV>
<PRE>
               RE:    CREATION AND ISSUANCE OF TWO NEW SERIES
                      OF FIRST AND REFUNDING MORTGAGE BONDS

               WHEREAS, by a resolution adopted on November 18, 2004, entitled "Resolution Re:  Financing
Plans," 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 $500,000,000 to be represented by two new series of its First and Refunding Mortgage Bonds, Series 2006A
(the "Series 2006A Bonds") and Series 2006B (the "Series 2006B Bonds" and together with the Series 2006A
Bonds, 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;

</PRE>

<PRE>
               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 Trust Company, N.A. (successor to
Harris Trust and Savings Bank) and D. G. Donovan (successor to Pacific-Southwest Trust and Savings Bank), as
Trustees, as amended and supplemented, including as supplemented or proposed to be supplemented by the One
Hundred Twelfth Supplemental Indenture (collectively, the "Trust Indenture"), the undersigned officer hereby
executes and delivers this certificate and takes the actions set forth herein.

Page 1





                BE IT FURTHER RESOLVED, that the undersigned officer hereby authorizes and creates an
authorized bonded indebtedness of this corporation in the aggregate principal amount of $500,000,000, 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.

</PRE>

<PRE>
               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 Trust Company, N.A., as
Trustee, a certificate stating that the authorized bonded indebtedness of this corporation has been so
increased.

</PRE>

<PRE>
               BE IT FURTHER RESOLVED, that each of the Chairman of the Board, the Chief Executive Officer,
the President, the Senior Vice President and Chief Financial Officer, the Vice President and Treasurer, or
any Assistant Treasurer, or any of them acting alone, is authorized and directed to execute and deliver the
One Hundred Twelfth Supplemental Indenture, in such form as the officer acting may approve, such approval to
be evidenced by the execution thereof, and to cause this corporation to perform all of its obligations under
the One Hundred Twelfth Supplemental Indenture.

</PRE>

<PRE>
               BE IT FURTHER RESOLVED, that, subject to the execution and delivery of the One Hundred Twelfth
Supplemental Indenture, the Series 2006A Bonds, to be issued under and secured by the Trust Indenture, are
hereby created in the aggregate principal amount of $350,000,000, and the Series 2006A Bonds are hereby
designated as "First and Refunding Mortgage Bonds, Series 2006A, Due 2036;" the Series 2006A

Page 2





Bonds shall be dated as of their date of issuance, shall mature on February 1, 2036, and shall
bear interest from January 31, 2006, at the rate of 5.625% per annum on the principal amount thereof, payable
semiannually on February 1 and August 1 of each year; the principal of and premium, if any, and interest on
the Series 2006A Bonds shall be payable at the offices of The Bank of New York Trust Company, N.A., in
Chicago, Illinois, 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 2006A 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 2006A Bonds, or at such other agency or
agencies as may be designated by this corporation; the Series 2006A 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 2006A Bond
set forth below; the Series 2006A 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 2006A Bonds
shall be numbered from R-1 upward; and the definitive Series 2006A Bonds, and the Certificate of
Authentication to be endorsed upon each of the Series 2006A 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:

Page 3





                                    (Form of Definitive Series 2006A Bond)

                                      SOUTHERN CALIFORNIA EDISON COMPANY
                          First and Refunding Mortgage Bonds, Series 2006A, Due 2036

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 February
1, 2036, and to pay interest on the unpaid principal amount hereof to the registered owner hereof from January
31, 2006, until said principal sum shall be paid, at the rate of 5.625% per annum, payable semiannually on
February 1 and August 1 in each year, beginning August 1, 2006.  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 Trust
Company, N.A., as Trustee, in Chicago, Illinois, 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 2006A, Due 2036," 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 Twelfth Supplemental Indenture, dated as of
January 24, 2006, which have been duly executed, acknowledged and delivered by the Company to The Bank of New
York Trust Company, N.A. 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 Trust
Company, N.A., 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

Page 4





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 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 Lehman Brothers Inc. ("Lehman") 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 Trust Company, N.A., as Trustee, after
consultation with the Company.

        "Reference Treasury Dealer" means (1) Credit Suisse Securities (USA) LLC ("Credit Suisse"), Deutsche
Bank Securities Inc. ("Deutsche") and Lehman and any other primary U.S. Government securities dealer in New
York City (a "Primary Treasury Dealer") designated by, and not affiliated with Credit Suisse, Deutsche or
Lehman, or their successors, provided, however, that if Credit Suisse, Deutsche or Lehman, 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.


Page 5





        "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 2006A Bonds, The Bank of New York Trust
Company, N.A., 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 Trust Company, N.A., 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 2006A 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 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 6





        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 Trust Company, N.A., 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 2006A 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 TRUST COMPANY, N.A.,
                                    TRUSTEE


                                    By _________________________________
                                                   [Authorized Agent]

                                      (End of Form of Series 2006A Bond)


Page 7





               BE IT FURTHER RESOLVED, that, subject to the execution and delivery of the One Hundred Twelfth
Supplemental Indenture, the Series 2006B 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 2006B Bonds are hereby
designated as "First and Refunding Mortgage Bonds, Series 2006B, Due 2009;" the Series 2006B Bonds shall be
dated as of their date of issuance, shall mature on February 2, 2009, and shall bear interest from January
31, 2006 at a floating interest rate as set forth in the form of definitive New Bond set forth below, payable
quarterly on February 2, May 2, August 2 and November 2 of each year; the principal of and premium, if any,
and interest on the Series 2006B Bonds shall be payable at the offices of The Bank of New York Trust Company,
N.A., in Chicago, Illinois, 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 2006B 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 2006B Bonds, or at such other agency or
agencies as may be designated by this corporation; the Series 2006B Bonds shall not be redeemable; the Series
2006B 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 2006B Bonds shall be numbered from R-1
upward; and the definitive Series 2006B Bonds, and the Certificate of Authentication to be endorsed upon each
of the Series 2006B Bonds, shall be substantially in the following form with such legends thereon and changes

Page 8





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 2006B Bond)

                                      SOUTHERN CALIFORNIA EDISON COMPANY
                          First and Refunding Mortgage Bonds, Series 2006B, Due 2009

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 February
2, 2009, and to pay interest on the unpaid principal amount hereof to the registered owner hereof from January
31, 2006, until said principal sum shall be paid, at a floating interest rate as determined below, payable
quarterly on February 2, May 2, August 2 and November 2 in each year, beginning May 2, 2006.  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 LIBOR, determined
as described below, on January 27, 2006, plus 10 basis points. 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 10 basis points.

     The interest rate in effect for this Bond on each day will be, (a) 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 (b) 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 Trust Company, N.A. 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

Page 9





           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 the underwriter) in the London interbank market selected by the calculation agent
           (after consultation with us) 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).


Page 10





     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 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.

        "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 Trust
Company, N.A., as Trustee, in Chicago, Illinois, 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 2006B, Due 2009," 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 Twelfth Supplemental Indenture, dated as of
January 24, 2006, which have been duly executed, acknowledged and delivered by the Company to The Bank of New
York Trust Company, N.A. 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.


Page 11





        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 Trust Company, N.A., 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 12





                      (Form of Certificate of Authentication for all Series 2006B 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 TRUST COMPANY, N.A., TRUSTEE


                                    By _________________________________
                                                   [Authorized Agent]

                                      (End of Form of Series 2006B Bond)

               BE IT FURTHER RESOLVED, that pursuant to the Trust Indenture, as in effect following due
execution and delivery of the One Hundred Twelfth 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 Trust Company, N.A., as Trustee, for authentication in
temporary and/or definitive form, and in such aggregate principal amount up to $500,000,000 as the President
or any Vice President and the Secretary or any Assistant Secretary of this corporation shall in their
absolute discretion determine. <BR>
               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 Trust Company,
N.A., as

Page 13



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. <BR>
               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 Trust Company, N.A., as
Trustee, a copy of the this certificate of actions taken, certified by the Secretary or any Assistant
Secretary of this corporation. <BR>
               IN WITNESS  WHEREOF,  the undersigned has executed this certificate as of the date first written
above.
                                            /s/ Mary C. Simpson
                                            ---------------------------------------------------------
                                            Mary C. Simpson
                                            Assistant Treasurer
                                            Southern California Edison Company



</PRE>

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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>5
<FILENAME>exh5opinion.htm
<DESCRIPTION>OPINION OF COUNSEL
<TEXT>
<HTML>
<HEAD>
<TITLE>exh5opinion</TITLE>
</HEAD>

<BODY>
<PRE>
                                               January 24, 2006

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

    Re:  Offering of Southern California Edison Company's
         $350,000,000 5.625% First and Refunding Mortgage Bonds,
         Series 2006A, Due 2036, and $150,000,000 Floating Rate First and
         Refunding Mortgage Bonds, Series 2006B, Due 2009

Ladies and Gentlemen:

               I am Vice President, Associate General Counsel, Chief Governance Officer and Corporate
Secretary of Southern California Edison Company, a California corporation ("SCE").  You have requested my
opinion in connection with the offering, issuance, and sale by SCE of its $350,000,000 5.625% First and
Refunding Mortgage Bonds, Series 2006A, Due 2036, and $150,000,000 Floating Rate First and Refunding Mortgage
Bonds, Series 2006B Due 2009 (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 Trust Company, N.A., is a successor trustee), as trustee (the "Trustee"), and Pacific-Southwest
Trust and Savings Bank (to which D. G. Donovan is a successor trustee), as trustee, as amended and supplemented
by supplemental indentures, including the One Hundred Twelfth Supplemental Indenture dated as of January 24,
2006 (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 24, 2006,
to the Prospectus dated April 12, 2005 (together, the "Prospectus"), which is part of a Registration
Statement on Form S-3 (Registration No. 333-123683) (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 24, 2006 (the
"Underwriting Agreement"), between the Company and Credit Suisse Securities (USA) LLC, Deutsche Bank
Securities Inc. and Lehman Brothers Inc., as representatives of the several Underwriters named therein.

               In my capacity as Vice President, Associate General Counsel, Chief Governance Officer and
Corporate Secretary, I am generally familiar with the proceedings taken and proposed to be taken by SCE for
the authorization and issuance of the Bonds.  I, or attorneys acting under my supervision, have made legal
and factual examinations and inquiries, including an examination of originals and copies certified or
otherwise identified to our satisfaction, of the documents, corporation records and instruments of SCE that
we have deemed necessary or appropriate for purposes of this opinion.  In our examination, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to us as copies.  In

Page 1



addition, we have obtained and relied upon certificates and assurances from public officials that we 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, (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, and (v) governmental agency approvals that may be required in connection
with foreclosure.

               (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 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.

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

                                            Very truly yours,

                                            /s/ Barbara E. Mathews
                                            Barbara E. Mathews
                                            Vice President, Associate General Counsel,
                                            Chief Governance Officer and
                                            Corporate Secretary
                                            Southern California Edison Company




</PRE>

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</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.1
<SEQUENCE>6
<FILENAME>exh121fmb06.htm
<DESCRIPTION>COMP OF RATIOS TO FIXED CHARGES AND PREF STOCK
<TEXT>
<HTML>
<HEAD>
<TITLE>Exhibit 12.1</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)

                                            Year Ended December 31,                    9 Months    9 Months    12 Months
                               --------------------------------------------------------  Ended       Ended       Ended
                                                                                       Sept. 30,   Sept. 30,   Sept. 30,
                                  2000    2001          2002       2003      2004        2004        2005        2005
- -----------------------------------------------------------------------------------------------------------------------

EARNINGS BEFORE INCOME
  TAXES AND FIXED CHARGES:

Income before interest
  expense(1)                 $(2,478,036) $4,850,848 $2,473,121 $1,727,267 $1,767,449 $1,304,196 $1,050,457 $1,501,738
Add:
  Rentals (2)                      2,905       2,128      1,240        638        776        537        900      1,141
  Allocable portion of
    interest on long-term
    Contracts for the
    purchase of power (3)          1,699       1,659      1,616      1,568      1,515      1,142      1,099      1,472
  Amortization of
    previously capitalized
    fixed charges                  1,390       1,083      1,440      1,638      1,405      1,155      1,206      1,456
                            ------------ ---------- ---------- -------------------------------- ---------- ----------
Total earnings before
    income taxes and
    fixed charges (A)       $ (2,472,042) $4,855,718 $2,477,417 $1,731,111 $1,771,145 $1,307,030 $1,053,662 $1,505,807
                            ============  ========== ========== ========== ========== ========== ========== ==========




FIXED CHARGES:
  Interest and amortization $    571,760 $  784,858 $  584,442 $  451,792 $  399,169  $  294,823 $  285,677 $  378,051
  Rentals (2)                      2,905      2,128      1,240        638        776         537        900      1,141
  Capitalized fixed
    charges-nuclear
    Fuel (4)                       1,538        756        520         97        839         570        536        805
  Allocable portion of
    interest on long-term
    contracts for the
    purchase of power (3)           1,699      1,659      1,616      1,568      1,515      1,142      1,099      1,472
  Preferred and preference
    stock dividend
    requirements-pre-tax
    basis                          33,754     37,907     29,119     22,262     22,962     19,364     22,383     26,149
                             ------------ ---------- ---------- ---------- ---------- ---------- ---------- ----------
Total fixed charges (B)     $     611,656 $  827,308 $  616,937 $  476,357 $  425,261  $ 316,436 $  310,595 $  407,618
                             ============ ========== ========== ========== ========== ========== =========  ==========


RATIO OF EARNINGS TO
  FIXED CHARGES (A) / (B):     (4.04) (5)      5.87       4.02       3.63       4.16       4.13       3.39       3.69
                             ============ ========== ========== =========  =========  =========  =========  ==========




(1)   Includes allowance for funds used during construction and accrual of unbilled revenue.
(2)   Rentals include the interest factor relating to certain significant rentals
      plus one-third of all remaining annual rentals.
(3)   Allocable portion of interest included in annual minimum debt service
      requirement of supplier.
(4)   Includes fixed charges associated with Nuclear Fuel.
(5)   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.


</PRE>
</BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.2
<SEQUENCE>7
<FILENAME>exh122rfmb06.htm
<DESCRIPTION>COMPUTATION OF RATIOS TO FIXED CHARGES
<TEXT>
<HTML>
<HEAD>
<TITLE>Exhibit 12.2</TITLE>
</HEAD>

<BODY>
<PRE>
                         SOUTHERN CALIFORNIA EDISON COMPANY AND CONSOLIDATED UTILITY-RELATED SUBSIDIARIES

                                                    RATIOS OF EARNINGS TO FIXED CHARGES

                                                      (Thousands of Dollars)

                                                   Year Ended December 31,           9 Months     9 Months     12 Months
                                 -------------------------------------------------     Ended       Ended        Ended
                                                                                     Sept. 30,    Sept. 30,    Sept. 30,
                                   2000       2001       2002        2003    2004       2004        2005         2005
                                 ---------------------------------------------------------------------------------------


EARNINGS BEFORE INCOME
  TAXES AND FIXED
  CHARGES:

Income before interest
  expense(1)                  $(2,478,036) $4,850,848 $2,473,121 $1,727,267 $1,767,449 $1,304,196 $1,050,457  $1,501,738
Add:
  Rentals(2)                        2,905       2,128      1,240        638        776        537        900       1,141
  Allocable portion of
    interest on long-term
    Contracts for the
    purchase of power(3)            1,699       1,659      1,616      1,568      1,515       1,142      1,099      1,472
  Amortization of
    previously capitalized
    fixed charges                   1,390       1,083      1,440      1,638      1,405       1,155      1,206      1,456
                               ----------   ---------  ---------  ---------  ---------   ---------  --------  ----------
Total earnings before
  income taxes and
  fixed charges (A)           $(2,472,042) $4,855,718 $2,477,417 $1,731,111 $1,771,145  $1,307,030 $1,053,662 $1,505,807
                               ==========  ========== ========== ========== ========== ==========  ========== ==========




FIXED CHARGES:
  Interest and amortization  $  571,760   $  784,858 $  584,442  $ 451,792  $  399,169   $  294,823 $  285,677 $ 378,051
  Rentals (2)                     2,905        2,128      1,240        638         776          537        900     1,141
  Capitalized fixed
    charges- nuclear
    fuel(4)                       1,538          756        520         97         839          570        536       805
  Allocable portion of
    interest on long-term
    contracts for the
    purchase of power(3)          1,699        1,659      1,616      1,568       1,515        1,142      1,099     1,472
                             ----------   ----------  ---------  ----------   --------   ----------  --------- ---------
Total fixed charges (B)      $  577,902   $  789,401 $  587,818 $  454,095  $  402,299   $  297,072 $  288,212 $ 381,469
                             ==========   ========== ========== ==========  ==========   ========== ========== =========


RATIO OF EARNINGS TO
  FIXED CHARGES (A) / (B):     (4.28)(5)       6.15       4.21        3.81       4.40        4.40        3.66       3.95
                               =========   =========  =========    ========   ========   =========    ======== =========





(1)  Includes allowance for funds used during construction and accrual of unbilled revenue.
(2)  Rentals include the interest factor relating to certain significant rentals plus one-third of all remaining annual
     rentals.
(3)  Allocable portion of interest included in annual minimum debt service requirement of supplier.
(4)  Includes fixed charges associated with Nuclear Fuel.
(5)  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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</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25
<SEQUENCE>8
<FILENAME>exh25formt1.htm
<DESCRIPTION>STATEMENT OF ELIGIBILITY FORM T-1
<TEXT>
<HTML>
<HEAD>
<TITLE>exh25formt1</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 TRUST COMPANY, N.A.
                     (Exact name of trustee as specified in its charter)

                                                              95-3571558
(State of incorporation                                       (I.R.S. employer
if not a U.S. national bank)                                  identification no.)
700 South Flower Street
Suite 500
Los Angeles, California                                       90017
(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 2006A and Series 2006B
                             (Title of the indenture securities)

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


Page 1



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
- ----------------------------------------------------- ------------------------------------
       Comptroller of the Currency
       United States Department of the Treasury       Washington, D.C. 20219

       Federal Reserve Bank                           San Francisco, California 94105

       Federal Deposit Insurance Corporation          Washington, D.C. 20429

         (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 articles of  association  of The Bank of New York Trust  Company,
               N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948).

        2.     A copy of  certificate  of  authority  of the  trustee  to  commence  business.
               (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).

        3.     A copy of the authorization of the trustee to exercise  corporate trust powers.
               (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-121948).



Page 2



        4.     A copy of the  existing  by-laws of the  trustee.  (Exhibit 4 to Form T-1 filed
               with Registration Statement No. 333-121948).



        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. 333-121948).

        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.



Page 3



                                          SIGNATURE


        Pursuant  to the  requirements  of the Act,  the  trustee,  The Bank of New York Trust
Company,  N.A., a banking  association  organized  and  existing  under the laws of the United
States of America,  has duly caused this  statement of  eligibility to be signed on its behalf
by the  undersigned,  thereunto  duly  authorized,  all in The City of  Chicago,  and State of
Illinois, on the 24th day of January, 2006.


                                            THE BANK OF NEW YORK TRUST COMPANY, N.A.

                                            By:  /S/ J. BARTOLINI
                                            ----------------------<BR>                                            Name:   J. BARTOLINI
                                            Title: VICE PRESIDENT





Page 4



                                                                                     EXHIBIT 7



                             Consolidated Report of Condition of

                           THE BANK OF NEW YORK TRUST COMPANY, N.A.

                 of 700 South Flower Street, Suite 200, Los Angeles, CA 90017



        At the close of business  September  30, 2005,  published in  accordance  with Federal
regulatory authority instructions.






                                                                Dollar Amounts

</PRE>

<PRE>
                                                                in Thousands

ASSETS



Cash and balances due from

        depository institutions:

        Noninterest-bearing balances

          and currency and coin........................................................  4,137

        Interest-bearing balances..........................................................  0

Securities:

        Held-to-maturity securities........................................................ 70

        Available-for-sale securities.................................................  62,090

Federal funds sold and securities

        purchased under agreements to resell:

        Federal funds sold ..........................................................   41,000

Page 5



        Securities purchased under agreements to resell...............................  84,000

Loans and lease financing receivables:

        Loans and leases held for sale.....................................................  0

        Loans and leases,

          net of unearned income........................................            0

        LESS: Allowance for loan and

          lease losses........................................................      0

        Loans and leases, net of unearned

          income and allowance ............................................................  0

Trading assets.............................................................................  0

Premises and fixed assets (including

        capitalized leases)............................................................  4,259

Other real estate owned...................................................................   0

Investments in unconsolidated

        subsidiaries and associated

        companies..........................................................................  0

Customers' liability to this bank

        on acceptances outstanding.........................................................  0

Intangible assets:

      Goodwill   ......................................................................242,352

      Other Intangible Assets ..........................................................16,506

Other assets..........................................................................  <U>39,787</U>

 Total assets.........................................................................$494,201
                                                                                       =======




 Page 6





LIABILITIES



Deposits:

        In domestic offices............................................................  3,361

        Noninterest-bearing.....................................................  3,361

        Interest-bearing..............................................................0

Not applicable

Federal funds purchased and securities

        sold under agreements to repurchase:

        Federal funds purchased............................................................  0

        Securities sold under agreements to repurchase.....................................  0

Trading liabilities........................................................................  0

Other borrowed money:

        (includes mortgage indebtedness

        and obligations under capitalized

        leases).......................................................................  58,000

Not applicable

Bank's liability on acceptances

          executed and outstanding.........................................................  0

Page 7



Subordinated notes and debentures..........................................................  0

Other liabilities.....................................................................  61,271

Total liabilities...................................................................  $122,632
                                                                                      ========
 Minority interest in consolidated subsidiaries............................................. 0



EQUITY CAPITAL



Perpetual preferred stock and related surplus..............................................  0
Common stock...........................................................................  1,000

Surplus (exclude all surplus related to preferred stock).............................  294,125

Retained earnings.....................................................................  76,716

Accumulated other comprehensive

        income..........................................................................  -272

Other equity capital components.........................................................     0

         Total equity capital.........................................................<U>$371,569</U>

 Total liabilities, minority interest, and equity capital.........................    $494,201
                                                                                      ========




         I, William J.  Winkelmann,  Vice President 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.

        William J. Winkelmann)      Vice President


        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.

Page 8





        Michael K. Klugman, President       )
        Frank P. Sulzberger, Vice President )             Directors
                                            )









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