EXHIBIT 4.2
                                                
                        SOUTHERN CALIFORNIA EDISON COMPANY
                         Authorized Officers' Certificate
                     Pursuant to Section 301 of the Indenture

   C. Alex Miller and W. J. Scilacci, Authorized Officers of Southern
California Edison Company, a California corporation (the "Company"),
acting pursuant to the January 19, 1995 resolutions of the Board of
Directors of the Company (the "Board Resolutions") hereby determine that:

   1.      The Company shall issue a series of the Securities referred to in
the Board Resolutions under the Indenture, dated as of January 15, 1993
(the "Indenture"), between the Company and Harris Trust and Savings Bank,
as Trustee, in accordance with the following terms:

           (a)    The title of the Securities shall be the "8 1/4% Notes Due
   2000" (the "Notes").
   
           (b)    The aggregate principal amount of the Notes to be
   authenticated and delivered under the Indenture shall be limited to
   $100,000,000 (except for Notes authenticated and delivered upon
   registration of transfer of, or in exchange for, or in lieu of, other
   Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture).
   
           (c)    The Notes shall mature on February 1, 2000.
   
           (d)    The Notes shall bear interest at the rate of 8 1/4% per annum
   from February 1,  1995.  The Interest Payment Dates for the Notes shall
   be February 1 and August 1 in each year, commencing August 1, 1995.  The
   Regular Record Dates for the interest payable on any such Interest
   Payment Dates shall be the January 15 or July 15 next preceding such
   February 1 or August 1, as the case may be.
   
           (e)    Payment of the principal of, premium if any, and interest on
   the Notes will be made at the Corporate Trust Office of Harris Trust and
   Savings Bank maintained for that purpose in the City of Chicago in such
   coin or currency of the United States of America as at the time of
   payment is legal tender for the payment of public and private debts;
   provided, however, that at the option of the Company payment of interest
   may be made by check mailed to the address of the person entitled
   thereto as such address shall appear in the Security Register.
   
           (f)    The Notes may not be redeemed prior to maturity.
   
           (g)    The Company shall not be obligated to redeem or purchase the
   Notes pursuant to any sinking fund or analogous provision, or at the
   option of the Holder thereof.

           (h)    The Notes shall not be subject to discharge and defeasance
   at the option of the Company pursuant to Section 1301 of the Indenture.

           (i)    The trustee, authenticating and paying agent, transfer agent
   and registrar with respect to the Notes shall be Harris Trust and
   Savings Bank.
   
   2.      The form and terms of the Notes, attached hereto as Annex A, are
hereby approved.

   3.      Merrill Lynch, Pierce, Fenner & Smith Incorporated, Chase
Securities, Inc., and UBS Securities Inc. (the "Underwriters") propose to
offer the Notes at an initial offering price of 99.77% of their principal
amount.  The purchase price of the Notes to be paid by the Underwriters
shall be 99.516% of their principal amount, plus accrued interest, if any,
from February 1, 1995.  The Underwriting Agreement, dated January 24,

1995, between the Company and the Underwriters, relating to the Notes,
attached hereto as Annex B, is hereby approved.

   4.      Each of the undersigned has read the provisions of Section 301 of
the Indenture and the definitions in the Indenture relating thereto, the
Board Resolutions and other corporate documents and records.  In the
opinion of each of the undersigned, he has made such examination or
investigation as is necessary to enable him to express an informed opinion
as to whether or not all conditions precedent provided in the Indenture
relating to the establishment of the forms of and terms of a series of
Securities under the Indenture, designated as the Notes in this
Certificate, have been complied with.  In the opinion of each of the
undersigned, all such conditions precedent have been complied with.

   5.      Capitalized terms used in this certificate and not otherwise
defined herein shall have the meanings ascribed to such terms in the
Indenture.

   IN WITNESS WHEREOF, the undersigned have executed this certificate as
of January 24, 1995.


                                            C. Alex Miller        
                                            C. Alex Miller
                                            Vice President and Treasurer



                                            W. J. Scilacci
                                            W. J. Scilacci
                                            Assistant Treasurer