SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

/X/ Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

For the fiscal year ended December 31, 1994
--------------------------------------------

Commission File Number 1-2313

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

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

2244 Walnut Grove Avenue (818) 302-1212
Rosemead, California 91770 (Registrant's telephone number,
(Address of principal executive offices) (Zip Code) including area code)

Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange
Title of each class on which registered
------------------- ---------------------
Capital Stock
Cumulative Preferred $100 Cumulative Preferred American and Pacific
4.08% Series 4.78% Series 7.58% Series
4.24% Series 5.80% Series
4.32% Series 7.36% Series

Securities registered pursuant to Section 12(g) of the Act: None

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

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]

As of March 20, 1995, there were 434,888,104 shares of Common Stock
outstanding, all of which are held by the registrant's parent holding company.
The aggregate market value of registrant's voting stock held by non-affiliates
was approximately $539,879,003 on or about March 20, 1995, based upon prices
reported by the American Stock Exchange. The market values of the various
classes of voting stock held by non-affiliates were as follows: CUMULATIVE
PREFERRED STOCK $200,316,503; $100 CUMULATIVE PREFERRED STOCK $339,562,500.
The market values of certain unlisted series of $100 Cumulative Preferred
Stock, for which market prices are not available, were derived by dividing
the annual dividend rate of each such series of stock by the average yield
of all of the Company's Cumulative Preferred and $100 Cumulative Preferred
Stock outstanding for which market prices were available.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the following documents listed below have been incorporated by
reference into the parts of this report so indicated.
(1) Designated portions of the Annual Report to
Shareholders for the year ended
December 31, 1994 . . . . . . . . . . . . . . . . . Parts I, II and IV
(2) Designated portions of the Joint Proxy Statement
relating to registrant's 1995 Annual Meeting of
Shareholders . . . . . . . . . . . . . . . . . . . Part III

TABLE OF CONTENTS

Item Page
---- ----

Part I

1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Competitive Environment. . . . . . . . . . . . . . . . . . . . 1
Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Rate Matters . . . . . . . . . . . . . . . . . . . . . . . . . 3
Fuel Supply. . . . . . . . . . . . . . . . . . . . . . . . . . 7
Environmental Matters. . . . . . . . . . . . . . . . . . . . . 8
2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Existing Generating Facilities . . . . . . . . . . . . . . . . 11
El Paso Electric Company ("El Paso") Bankruptcy. . . . . . . . 12
Construction Program and Capital Expenditures. . . . . . . . . 13
Nuclear Power Matters. . . . . . . . . . . . . . . . . . . . . 13
3. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . 15
Antitrust Matters. . . . . . . . . . . . . . . . . . . . . . . 15
QF Litigation. . . . . . . . . . . . . . . . . . . . . . . . . 15
Environmental Litigation . . . . . . . . . . . . . . . . . . . 16
San Onofre Personal Injury Litigation. . . . . . . . . . . . . 17
Employment Discrimination Litigation . . . . . . . . . . . . . 17
4. Submission of Matters to a Vote of Security Holders. . . . . . . 17

Executive Officers of the Registrant . . . . . . . . . . . . . . 18

Part II

5. Market for Registrant's Common Equity and Related
Stockholder Matters. . . . . . . . . . . . . . . . . . . . . . . 20
6. Selected Financial Data. . . . . . . . . . . . . . . . . . . . . 20
7. Management's Discussion and Analysis of Results of
Operations and Financial Condition . . . . . . . . . . . . . . . 20
8. Financial Statements and Supplementary Data. . . . . . . . . . . 20
9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure. . . . . . . . . . . . . . . 20

Part III

10. Directors and Executive Officers of the Registrant . . . . . . . 21
11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . 21
12. Security Ownership of Certain Beneficial
Owners and Management. . . . . . . . . . . . . . . . . . . . . . 21
13. Certain Relationships and Related Transactions . . . . . . . . . 21

Part IV

14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K. . . . . . . . . . . . . . . . . . . . . . . 21
Report of Independent Public Accountants on
Supplemental Schedule . . . . . . . . . . . . . . . . . . . . . 23
Supplemental Schedules . . . . . . . . . . . . . . . . . . . . . 24
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Exhibit Index. . . . . . . . . . . . . . . . . . . . . . . . . . 28

PART I

Item 1. Business

Southern California Edison Company ("Edison") was incorporated under
California law in 1909. Edison is a public utility primarily engaged in
the business of supplying electric energy to a 50,000 square-mile area of
central and southern California, excluding the City of Los Angeles and
certain other cities. This area includes some 800 cities and communities
and a population of more than 11 million people. Edison had an average
of 16,351 full-time employees during 1994. During 1994, 37% of Edison's
total operating revenue was derived from commercial customers, 36% from
residential customers, 13% from industrial customers, 8% from public
authorities, 4% from agricultural and other customers and 2% from resale
customers. Edison comprises the major portion of the assets and revenue
of SCEcorp, its parent holding company.

Competitive Environment

Electric utilities operate in a highly regulated environment in which they
have an obligation to provide electric service to their customers in
return for an exclusive franchise within their service territory. This
regulatory environment is changing. The generation sector has experienced
competition from nonutility power producers and Edison expects even
greater competition in the generation sector over the next decade.

During 1994, the California Public Utilities Commission ("CPUC") issued
a proposal and held several hearings for restructuring California's
electric utility industry. Under the proposal, large electric customers
would have the option for direct access to a range of generation
providers, including utilities, beginning in 1996. As proposed,
eligibility would expand gradually, until all customers, including
residential customers, would have the option for direct access to this
competitive generation market by 2002. Edison would continue to provide
transmission and distribution service to all customers in its service
territory and performance-based regulation would replace existing
regulation for such services. The proposal also stated that utilities
should be entitled to recover the portion of their generation investments
rendered uneconomic in the new direct access environment. Edison's
response to the CPUC's proposal recommended the creation of a regional
competitive market with an independent power pool that would act as the
intermediary between all power consumers and suppliers and urged that the
CPUC provide that costs previously incurred to serve the state's
electricity needs under current regulatory rules be recovered fairly from
all customers. In anticipation of obstacles in implementing the CPUC's
proposal due to regulatory, legislative and jurisdictional issues, Edison
also recommended the adoption of performance-based ratemaking for its
generation operations until direct access phase-in begins.

During the CPUC hearings, Edison stressed that its competitive power
market proposal would provide all electric customers with the benefits of
a competitive marketplace, reliability and operating efficiency and
proposed a schedule for implementing Edison's competitive market plan with
customer choice beginning in 1998. Subsequent to the CPUC proposal, the
state legislature passed a resolution requesting that the CPUC withhold
implementation of any restructuring plan until its impact can be evaluated
by the legislature and governor. The CPUC issued an interim report to the
state legislature on January 24, 1995, describing the positions of the
parties and CPUC activities to date, and planned to issue a proposed
policy decision for public comment on March 22, 1995. On March 21, 1995,
the CPUC postponed issuance of the proposed policy statement, stating that
additional time is necessary for analysis of and reflection on the
extensive record developed in the case.

Edison filed a proposal with the CPUC recommending implementation of a
competition transition charge ("CTC") mechanism beginning in 1998, for
<page 1>

full recovery of utility investments and obligations incurred to serve
customers under the existing regulatory framework. In its filing, Edison
estimates its potential transition costs through 2025 to be approximately
$9.3 billion (net present value), based on an assumed 1998 market price
of 4 cents per kilowatt-hour. Of that amount, $4.9 billion would come
from Edison's qualifying facility contracts, which are the direct result
of legislative and regulatory mandates; $600,000,000 from costs pertaining
to certain generating plants; and $3.8 billion from regulatory commitments
to be recovered in the future. Such commitments include deferred taxes,
postretirement benefit transition costs, accelerated recovery of nuclear
plants, nuclear decommissioning and certain other costs. At December 31,
1994, these commitments included recorded regulatory assets of
approximately $1 billion.

Edison currently applies accounting standards that recognize the economic
effects of rate regulation. If rate recovery of generation-related costs
becomes unlikely or uncertain, whether due to competition or regulatory
action, these accounting standards may no longer apply to Edison's
generation operations and the $1 billion would be a non-cash charge
against earnings. Additionally, Edison may have write-offs associated
with its potential transition costs if these costs are not recovered
through a CTC or other mechanism. Until the CPUC establishes more
definitive valuation and pricing criteria for its restructuring proposal,
including a recovery mechanism for the transition charges, Edison cannot
predict the effect of the proposal on its results of operations.

Edison is engaged in an ongoing review of possible responses to the
regulatory and competitive changes affecting the electric utility
industry, including various corporate, financial, legal and legislative
alternatives. In addition, Edison is seeking to enhance its competitive
position by cutting costs and increasing productivity, and by developing
new revenue sources.

Regulation

Edison's retail operations are subject to regulation by the CPUC. The
CPUC has the authority to regulate, among other things, retail rates,
issuances of securities and accounting practices. Edison's resale
operations are subject to regulation by the Federal Energy Regulatory
Commission ("FERC"). The FERC has the authority to regulate resale rates
as well as other matters, including transmission service pricing,
accounting practices and licensing of hydroelectric projects.

Edison is subject to the jurisdiction of the Nuclear Regulatory Commission
("NRC") with respect to its nuclear power plants. NRC regulations govern
the granting of licenses for the construction and operation of nuclear
power plants and subject those power plants to continuing review and
regulation.

The construction, planning and siting of Edison's power plants within
California are subject to the jurisdiction of the California Energy
Commission and the CPUC. Edison is subject to rules and regulations of
the California Air Resources Board and local air pollution control
districts with respect to the emission of pollutants into the atmosphere,
the regulatory requirements of the California State Water Resources
Control Board and regional boards with respect to the discharge of
pollutants into waters of the state and the requirements of the California
Department of Toxic Substances Control with respect to handling and
disposal of hazardous materials and wastes. Edison is also subject to
regulation by the U.S. Environmental Protection Agency ("EPA"), which
administers certain federal statutes relating to environmental matters.
Other federal, state and local laws and regulations relating to
environmental protection, land use and water rights also affect Edison.

The California Coastal Commission has continuing jurisdiction over the
coastal permit for San Onofre Nuclear Generating Station ("San Onofre")
<page 2>

Units 2 and 3. Although the units are operating, the permit remains open.
This jurisdiction may continue for several years because it involves
oversight of mitigation measures arising from the permit.

The Department of Energy ("DOE") has regulatory authority over certain
aspects of Edison's operations and business relating to energy
conservation, solar energy development, power plant fuel use and disposal,
coal conversion, electric sales for export, public utility regulatory
policy and natural gas pricing.

Rate Matters

CPUC Retail Ratemaking

The rates for electricity provided by Edison to its retail customers
comprise several major components established by the CPUC to compensate
Edison for basic business and operational costs, fuel and purchased power
costs, and the costs of adding major new facilities.

Basic business and operational costs are recovered through base rates,
which are determined in general rate case proceedings held before the CPUC
every three years. During a general rate case, the CPUC critically
reviews Edison's operations and general costs to provide service
(excluding energy costs and, in certain instances, major plant additions).
The CPUC then determines the revenue requirement to cover those costs,
including items such as depreciation, taxes, cost of capital, operation,
maintenance, and administrative and general expenses. The revenue
requirement is forecasted on the basis of a specified test year.
Following the revenue requirement phase of a general rate case, Edison and
the CPUC proceed to a rate design phase which allocates revenue
requirements and establishes rate levels for customers.

Base rates may be adjusted in the years between general rate case years
through an attrition year allowance. The attrition year allowance is
intended to allow Edison to recover, without lengthy hearings, specific
uncontrollable cost changes in its base rate revenue requirement and
thereby preserve Edison's opportunity to earn its authorized rate of
return in the years that are not general rate case test years.

In December 1993, Edison filed an application with the CPUC in which it
proposed a performance-based rate-making procedure for recovery of
operation and maintenance ("O&M") expenses and capital-related costs.
Such costs have traditionally been recovered through general rate cases,
attrition proceedings, and cost of capital proceedings.

Edison proposed that the CPUC authorize a base rate revenue indexing
formula which would combine O&M and capital-related cost recovery. In
addition, Edison proposed that the period between general rate cases be
lengthened from three to six years. Cost of capital changes would occur,
pursuant to a formula, only after significant changes in utility capital
markets.

Pursuant to the assigned Commissioner's ruling dated July 12, 1994,
Edison's performance-base rate-making application was split into two
phases. Phase I was limited to all base rate components of Edison's
revenue requirement excluding generation related capital, and operation
and maintenance costs. Edison's amended application for Phase I was filed
on August 8, 1994. Phase II, which addresses generation-related costs,
is scheduled to be filed after the CPUC issues a decision in the industry
restructuring proceeding.

Edison's fuel, purchased-power and energy-related costs of providing
electric service are recovered through a balancing account mechanism
called the Energy Cost Adjustment Clause ("ECAC"). Under the ECAC
balancing account procedure, actual fuel, purchased power and
energy-related revenue and costs are compared and the difference is
<page 3>

recorded as either an undercollection or overcollection. The amount
recorded in the balancing account is periodically amortized through rate
changes which return overcollections to customers by reducing rates or
collect undercollections from customers by increasing rates. The costs
recorded in the ECAC balancing account are subject to reasonableness
reviews by the CPUC. Certain incentive provisions are included in the
ECAC that can affect the amount of fuel and energy-related costs actually
recovered. Edison is required to make an ECAC filing for each calendar
year, and must also make a second filing for a mid-year adjustment if it
would result in an ECAC rate change exceeding 5% of total annual revenue.

For Edison's interest in the three units of the Palo Verde Nuclear
Generating Station ("Palo Verde"), the CPUC authorized a 10-year rate
phase-in plan which deferred collection of $200,000,000 of
investment-related revenue during the first four years of operation for
each of the three units, commencing on their respective commercial
operation dates. Revenue collection deferred for each unit under the plan
for years one through four was $80,000,000, $60,000,000, $40,000,000 and
$20,000,000, respectively. The deferrals and related interest are being
recovered evenly over the final six years of each unit's phase-in plan.
The plans end in 1996 for Units 1 and 2, and in 1998 for Unit 3.

The CPUC has also adopted a nuclear unit incentive procedure which
provides for a sharing of additional energy costs or savings between
Edison and its ratepayers when operation of any of the units of San Onofre
or Palo Verde Units is outside a specified range (55% to 80% of each
unit's rated capacity).

The Electric Revenue Adjustment Mechanism ("ERAM") reflects the difference
between the recorded and authorized level of base rate revenue. The CPUC
adopted this mechanism primarily to minimize the effect on earnings of
fluctuations in retail kilowatt-hour sales.

1995 General Rate Case ("GRC")

On December 27, 1993, Edison filed its GRC application with the CPUC
proposing a revenue requirement increase of $117,000,000 in Authorized
Level of Base Rate Revenues ("ALBRR") to recover operation and maintenance
expenses and capital-related costs for test year 1995. The CPUC's
Division of Ratepayer Advocates ("DRA") originally recommended a 1995
revenue requirement decrease of $313,500,000 in their March 1994 results
of operations report.

In November 1994, Edison and the DRA filed a Settlement Agreement with the
CPUC which resolved major issues associated with Edison's GRC. The
Settlement Agreement will not be fully implemented unless adopted by the
CPUC. Specifically, the Settlement Agreement provides for a $67,000,000
revenue decrease in 1995, accelerated eight year recovery of Edison's $2.7
billion remaining investment in San Onofre Units 2 & 3, and a new
incentive pricing plan for power generated at San Onofre beginning in
1996.

The pricing plan would replace traditional rate-making treatment for
Edison's ongoing operation and maintenance and capital expenses at San
Onofre. The incentive plan would not affect existing rate recovery to
decommission San Onofre Units 2 and 3 or the recovery of Edison's
investment in Palo Verde.

On December 21, 1994, the CPUC issued an Interim Decision which adopted
an interim ALBRR reduction, subject to refund, of $67,305,000 for service
rendered on or after January 1, 1995.

On March 3, 1995 the DRA notified the assigned administrative law judge
that due to alleged new, "conflicting" information regarding the
negotiated price for San Onofre power, the DRA could no longer support the
Settlement Agreement as originally submitted to the CPUC.
<page 4>

At a prehearing conference on March 17, 1995 a CPUC administrative law
judge set a hearing for March 21, 1995 before the assigned commissioner
to hear arguments from parties regarding an attempt by the DRA to withdraw
from the Settlement Agreement. At the March 21, 1995 hearing, the DRA
agreed to a compromise under which they would continue with the
settlement, but would be permitted to submit additional testimony
concerning the appropriate level of incentive pricing for the San Onofre
units, including cost-effectiveness of those units with respect to their
recommended pricing level. Hearings on the settlement are scheduled to
start April 3, 1995, with a final CPUC decision expected in the third
quarter of 1995.

Energy Cost Adjustment Clause

In October 1993, the DRA issued its report on qualifying facilities ("QF")
reasonableness issues for the ECAC record period April 1990 through March
1991. In its report, the DRA recommended that the CPUC disallow
$1,574,000 in power purchase expenses incurred as a result of purchases
during the record period under a QF contract with Mojave Cogeneration
Company, a nonutility generator. In its report, the DRA alleged that in
1988 and 1989, Edison imprudently renegotiated Mojave Cogeneration
Company's contract with Edison, resulting in higher ratepayer costs. The
DRA further alleged that ratepayers may be harmed in the amount of
$31,600,000 (1993 present value) over the contract's twenty-year life.
The DRA found the execution of five other QF contracts to be reasonable.
Hearings are expected to start no earlier than in the second quarter of
1995.

On September 1, 1992, Edison filed its QF Reasonableness of Operations
Report for the period April 1, 1991 through March 31, 1992. It is
presently unknown when or if the DRA will file testimony on the QF
reasonableness phase.

On May 28, 1993, Edison filed the non-QF portion of its Reasonableness of
Operations Report, which included power purchases and exchanges and the
operation of its hydro, coal, gas and nuclear resources for the period
April 1, 1992, through March 31, 1993. In February 1994, the DRA
recommended: (1) a $7,200,000 disallowance relating to fuel oil inventory
management; and (2) a $5,000,000 adjustment for transmission loss
revenues. Edison agreed with the DRA's recommended adjustment for
transmission loss revenues and in July 1994 credited the ECAC balancing
account $8,300,000 for the period April 1, 1992, through December 31,
1994, plus interest. In December 1994, the DRA reduced its proposed
disallowance related to fuel oil inventory management to $4,500,000. On
March 16, 1995, the DRA withdrew its disallowance recommendation related
to fuel oil inventory management. Hearings on this matter have been taken
off calendar and a final CPUC decision is expected in the third quarter
of 1995.

Edison filed its QF Reasonableness of Operations Report for the period
April 1, 1992, through March 31, 1993, on September 1, 1993. It is
presently unknown when or if the DRA will file testimony in the QF
reasonableness phase.

On May 27, 1994, Edison requested a $312,300,000 annual rate increase for
service beginning January 1, 1995, for changes to the ECAC, ERAM, Low
Income Surcharge and base rate levels. When combined with other revenue
changes effective January 1, 1995, the consolidated rate increase for 1995
was expected to be $503,800,000. Therefore, Edison made a rate
stabilization proposal which would limit the January 1, 1995, rate
increase to $291,200,000 (3.9%) by deferring recovery of approximately
$212,600,000 of 1995 fuel and purchased-power expenses until 1996.

In July 1994, Edison updated its ECAC request to a $352,300,000 increase
with a deferral of approximately $242,800,000 to keep the January 1, 1995,
rate increase at $291,200,000 (3.9%). The DRA originally proposed a rate
<page 5>

increase of $261,400,000 (3.5%) and later proposed that recovery of the
amount in the ECAC balancing account (estimated by the DRA to be
$166,000,000) be deferred regardless of the resultant rate change on
January 1, 1995. Other parties recommended that no revenue increase be
allowed in 1995. On December 21, 1994, the CPUC issued its decision
adopting a revenue increase of $223,700,000. When combined with other
revenue changes occurring January 1, 1995, the total combined revenue
increase was $192,672,000 without deferred recovery of fuel and purchased-
power expenses.

Edison filed its QF Reasonableness of Operations Report on May 27, 1994
for the period April 1, 1993 through March 31, 1994. It is presently
unknown when or if the DRA will file testimony on the QF reasonableness
phase.

CPUC-Mandated Power Contracts

In 1989, the CPUC initiated a competitive bidding process known as the
Biennial Resource Plan Update ("BRPU"). The CPUC directed Edison to
solicit bids for 624 MW from QFs, a category of independent power
producers. Edison issued its bid solicitation in August 1993. On
December 9, 1993, Edison suspended the BRPU solicitation due to the
discovery of a bid anomaly that raised prices above those allowed by the
rules of the solicitation. Based on bid protocol, the BRPU solicitation
would require Edison to purchase 686 MW of new capacity at fixed prices
starting in 1997. This would cost Edison's customers $14
billion over the lives of the contracts. Edison requested the CPUC to
cancel the BRPU solicitation because it: 1) required payments above
Edison's avoided cost, 2) required Edison to purchase capacity before it
is needed in 2005, and 3) dramatically increased stranded cost in a soon-
to-be restructured electric utility industry.

Before the CPUC rendered a final decision regarding the BRPU solicitation,
Edison diligently pursued negotiations with "winning" bidders (i.e., those
whose bids would have qualified them to obtain a contract but for Edison's
appeals for cancellation of the process). The purpose of these
negotiations was to develop alternative agreements that would be
significantly less costly than those mandated by the solicitation. Edison
reached agreement with seven QFs representing 627 MW of the 686 MW
mandated in the solicitation. These alternative agreements would save
Edison customers about 80% of anticipated overpayments associated with
contracts from the CPUC-mandated solicitation. All of the alternative
agreements are subject to CPUC approval.

On December 21, 1994, the CPUC issued its final decision to proceed with
the BRPU solicitation. On January 6, 1995, Edison appealed the CPUC
decision to FERC. On February 23, 1995, FERC ruled that the BRPU
solicitation violated the Public Utility Regulatory Policies Act and the
FERC's regulations because the CPUC did not consider all potential sources
of capacity in reaching its avoided cost determination. The FERC decision
therefore concluded that Edison cannot lawfully be compelled to enter into
the BRPU contracts. In light of the FERC decision, the CPUC has stayed
the BRPU proceeding until May 10, 1995.

Palo Verde Outage Review

In March 1989, Palo Verde Units 1 and 3 experienced automatic shutdowns.
Since the resultant outages overlapped previously scheduled refueling
outages, normal refueling, maintenance, inspection, surveillance,
modification and testing activities were conducted at the units, as well
as modifications to the plants required by the NRC. Unit 3 was returned
to service on December 30, 1989, and Unit 1 was returned to service on
July 5, 1990. In November 1991, the DRA issued a report recommending
disallowances totaling more than $160,000,000, including a $63,000,000
disallowance for revenue collected during the outages (including
interest).
<page 6>

In September 1993, Edison and the DRA agreed to settle these disputes for
$38,000,000 (including $29,000,000 for replacement power costs, $2,000,000
for capital projects and approximately $7,000,000 for interest), subject
to CPUC approval. The settlement resolves all issues related to the 1989-
1990 outages at Palo Verde. The effect of the settlement has been fully
reflected in the financial statements. A CPUC decision is expected by
mid-1995.

Mohave Order Instituting Investigation ("OII")

In April 1986, the CPUC began investigating the 1985 rupture of a high
pressure steam pipe at the Mohave Generating Station ("Mohave"). Edison
is plant operator and 56% owner. The CPUC's OII reviewed Edison's share
of repair costs and replacement fuel and energy-related costs associated
with the outage. Edison incurred costs of approximately $90,000,000
(including interest) to repair damage from the accident and provide
replacement power during the six-month outage. This total is net of
Edison's recovery of expenses from the settlement of lawsuits with
contractors and insurance recoveries.

In March 1994, the CPUC issued a decision finding that Edison acted
unreasonably in failing to implement an inspection program. The CPUC
decision ordered a second phase of this proceeding to quantify the
disallowance. Edison believes the final outcome of this matter will not
materially affect its results of operations.

Fuel Supply

Fuel and purchased-power costs amounted to approximately $3.4 billion in
1994, a 3% increase over 1993.

Edison's sources of energy during 1994 were: purchased power 36%; natural
gas 26%; nuclear 21%; coal 13%; and hydro 4%.

Average fuel costs, expressed in cents per kilowatt-hour, for the year
ended December 31, 1994, were: oil, 6.034 cents; natural gas, 2.462
cents; nuclear, 0.513 cents; and coal, 1.280 cents.

Natural Gas Supply

Twelve of Edison's major steam electric generating plants are designed to
burn oil or natural gas as a primary boiler fuel. In 1990, Edison adopted
an all-gas strategy to comply with air quality goals by eliminating
burning oil in all but very extreme conditions. In August 1991, the CPUC
adopted regulations which made Edison fully responsible for all natural
gas procurement activities previously performed by local distribution
companies.

To implement its all-gas strategy, Edison acquired a balanced portfolio
of gas supply and transportation arrangements. Traditionally, natural gas
needs in southern California were met from gas production in the southwest
region of the country. To diversify its gas supply, Edison entered into
four 15-year natural gas supply agreements with major producers in western
Canada. These contracts, totaling 200,000,000 cubic feet per day, have
market-sensitive pricing arrangements. This represents about 40% of
Edison's current average annual supply needs. The rest of Edison's gas
supply is acquired under short-term contracts from Texas, New Mexico and
the Rocky Mountain region.

Firm transportation arrangements provide the necessary long-term
reliability for supply deliverability. To transport Canadian supplies,
Edison contracted for 200,000,000 cubic feet per day of firm
transportation arrangements on the Pacific Gas Transmission and Pacific
Gas & Electric Expansion Project connecting southern California to the
low-cost gas producing regions of western Canada. Edison has a 30-year
commitment to this project, construction of which was completed in late
<page 7>

1993. In addition, Edison has a 15-year commitment with El Paso Natural
Gas to transport 200,000,000 cubic feet per day (option to step down to
130,000,000 cubic feet per day in 1997) from the southwestern U.S.

Nuclear Fuel Supply

Edison has contractual arrangements covering 100% of the projected nuclear
fuel cycle requirements for San Onofre through the years indicated below:

Units
2 & 3
-----
Uranium concentrates(1). . . . . . . . . . . . . . . . . 1995
Conversion . . . . . . . . . . . . . . . . . . . . . . . 1995
Enrichment . . . . . . . . . . . . . . . . . . . . . . . 1998
Fabrication. . . . . . . . . . . . . . . . . . . . . . . 2000
Spent fuel storage(2). . . . . . . . . . . . . . . . . . 2005/2003
_______________
(1) Assumes the San Onofre participants meet their supply obligations in
a timely manner.

(2) Assumes full utilization of expanded on-site storage capacity and
normal operation of the units, including interpool transfers and
maintaining full-core reserve. To supplement existing spent fuel
storage, a contingency plan is being developed to construct additional
on-site storage capacity with initial operation scheduled for no later
than 2002. The Nuclear Waste Policy Act of 1982 requires that the DOE
provide for the disposal of utility spent nuclear fuel beginning in
1998. The DOE has stated that it is unlikely that it will be able to
start accepting spent nuclear fuel at its permanent repository before
2010.

Participants in Palo Verde have purchased uranium concentrates sufficient
to meet projected requirements through 1997. Independent of arrangements
made by other participants, Edison will furnish its share of uranium
concentrates requirements through at least 1995 from existing contracts.
Contracts to provide conversion, enrichment, and fabrication services
cover requirements through 1998, 2002, and 2000, respectively.

Palo Verde on-site spent fuel storage capacity will accommodate needs
through 2005 for Units 1 and 2 and 2006 for Unit 3, while maintaining
full-core reserve.

Environmental Matters

Legislative and regulatory activities in the areas of air and water
pollution, waste management, hazardous chemical use, noise abatement, land
use, aesthetics and nuclear control continue to result in the imposition
of numerous restrictions on Edison's operation of existing facilities, on
the timing, cost, location, design, construction and operation by Edison
of new facilities required to meet its future load requirements, and on
the cost of mitigating the effect of past operations on the environment.
These activities substantially affect future planning and will continue
to require modifications of Edison's existing facilities and operating
procedures. Edison is unable to predict the extent to which additional
regulations may affect its operations and capital expenditure
requirements.

The Clean Air Act provides the statutory framework to implement a program
for achieving national ambient air quality standards in areas exceeding
such standards and provides for maintenance of air quality in areas
already meeting such standards. The Clean Air Act was amended in 1990,
giving the South Coast Air Quality Management District ("SCAQMD") 20 years
to achieve the federal air quality standards for ozone. The SCAQMD's Air
<page 8>

Quality Management Plan ("AQMP"), adopted in 1994, demonstrates a
commitment to attain the federal ozone air quality standard by 2010.
Consistent with the requirements of the AQMP and the Clean Air Act
Amendments of 1990 ("CAAA"), the SCAQMD adopted rules to reduce emissions
of oxides of nitrogen ("NOx") from combustion turbines, internal
combustion engines, industrial coolers and utility boilers. On October
15, 1993, the SCAQMD adopted the Regional Clean Air Incentives Market
("RECLAIM") which replaces most of the previous rule requirements with a
market mechanism for NOx emission trading (trading credits). RECLAIM
will, however, require Edison to significantly reduce NOx emissions
through retrofit or purchase of trading credits on all basin generation
by 2003. In Ventura County, a NOx rule was adopted requiring more than
an 88% NOx reduction by June 1996 at all utility boilers. Edison expects
to spend a total of approximately $290,000,000 in capital expenditures by
2001 to meet these requirements.

The CAAA does not require any significant additional emissions control
expenditures that are identifiable at this time. The amendments call for
a five-year study of the sources and causes of regional haze in the
southwestern U.S. Also, the EPA and Edison will conclude a cooperative
tracer study of SO2 emissions from the Mohave plant in 1995. This study
is evaluating potential impact from Mohave emissions on haze within Grand
Canyon National Park. The extent to which these studies may require
sulfur dioxide emissions reductions at the Mohave plant is not known. The
acid rain provisions of the amended Clean Air Act also put an annual limit
on sulfur dioxide emissions allowed from power plants. Edison has
received more sulfur dioxide allowances than it requires for its projected
operations. As a result of a petition by Mohave County in the State of
Arizona, the Nevada Department of Environmental Protection ("NDEP")
studied the impact of the plume from the Mohave plant on the Mohave area
air quality. The regulatory outcome required Edison to meet a new lower
opacity limit in early 1994. The NDEP will review Edison's performance
relative to the opacity limit again in 1995. The NDEP will consider the
implementation schedule for any potential retrofits to meet any revision
to the opacity limit in conjunction with an ongoing tracer study being
conducted by the EPA to evaluate potential impacts on visibility in the
Grand Canyon from sulfur dioxide emissions. Until more definitive
information on tracer study results are available, Edison expects to meet
all the present regulations through improved operations at the plant.

The CAAA also requires the EPA to carry out a three-year study of risk to
public health from emissions of toxic air contaminants from power plants,
and to regulate such emissions only if required.

Regulations under the Clean Water Act require permits for the discharge
of certain pollutants into waters of the U.S. Under this act, the EPA
issues effluent limitation guidelines, pretreatment standards and new
source performance standards for the control of certain pollutants.
Individual states may impose even more stringent limitations. In order
to comply with guidelines and standards applicable to steam electric power
plants, Edison incurs additional expenses and capital expenditures.
Edison presently has discharge permits for all applicable facilities.

The Safe Drinking Water and Toxic Enforcement Act prohibits the exposure
to individuals of chemicals known to the State of California to cause
cancer or reproductive harm and the discharge of such listed chemicals
into potential sources of drinking water. Additional chemicals are
continuously being put on the state's list, requiring constant monitoring
by Edison.

The State of California has adopted a policy discouraging the use of fresh
water for plant cooling purposes at inland locations. Such a policy, when
taken in conjunction with existing federal and state water quality
regulations and coastal zone land use restrictions, could substantially
increase the difficulty of siting new generating plants anywhere in
California.
<page 9>

In 1974, the California Coastal Commission, as a condition of the San
Onofre Units 2 and 3 coastal permit, established a three-member Marine
Review Committee ("MRC") to assess the marine environmental effects caused
by the Units. In August 1989, the MRC issued its final report which
alleged, in part, that San Onofre Units 2 and 3 caused adverse effects to
several species of marine life and to the environment.

Based on the MRC findings, the Coastal Commission in 1991 revised the
coastal permit for Units 2 and 3 and required Edison to restore 150 acres
of degraded wetlands, construct a 300-acre artificial kelp reef, and
install fish behavioral barriers inside the Units' cooling water intake
structure. Edison is currently in the process of planning and designing
these projects, all of which must receive the approval of the Coastal
Commission and state and federal resource and regulatory agencies.
Current estimates place Edison's share of these capital costs at about
$83,000,000, which is expected to be spent over the next 10 to 12 years.

Edison records its environmental liabilities when site assessments and/or
remedial actions are probable and a range of reasonably likely cleanup
costs can be estimated. Edison reviews its sites and measures the
liability quarterly, by assessing a range of reasonably likely costs for
each identified site using currently available information, including
existing technology, presently enacted laws and regulations, experience
gained at similar sites, and the probable level of involvement and
financial condition of other potentially responsible parties. These
estimates include costs for site investigations, remediation, operations
and maintenance, monitoring and site closure. Unless there is a probable
amount, Edison records the lower end of this reasonably likely range of
costs (classified as other long-term liabilities at undiscounted amounts).
While Edison has numerous insurance policies that it believes may provide
coverage for some of these liabilities, it does not recognize recoveries
in its financial statements until they are realized.

At December 31, 1994, Edison's recorded estimated minimum liability to
remediate its 58 identified sites was $114,000,000, compared with
$60,000,000 at the end of 1993. The increase resulted primarily from
changes in estimates for a former pole-treating facility and a fuel-oil
tank inspection program. The ultimate costs to clean up Edison's
identified sites may vary from its recorded liability due to numerous
uncertainties inherent in the estimation process, such as; the extent and
nature of contamination, the scarcity of reliable data for identified
sites, the varying costs of alternative cleanup methods, developments
resulting from investigatory studies, the possibility of identifying
additional sites and the time periods over which site remediation is
expected to occur. Edison believes that, due to these uncertainties, it
is reasonably possible that cleanup costs could exceed its recorded
liability by up to $215,000,000. The upper limit of this range of costs
was estimated using assumptions least favorable to Edison among a range
of reasonably possible outcomes.

Edison expects to clean up its identified sites over a period of up to 30
years. Remediation costs in each of the next several years are expected
to range from $4,000,000 to $8,000,000. Recorded costs for 1994 were
$5,000,000.

One of Edison's sites is a former pole-treating facility, which is
considered a federal Superfund site and represents 71% of Edison's
recorded liability. Remedial actions to clean up soil and ground-water
contamination that occurred during pole-treating operations (1925-1980)
are expected to continue at this site for 30 years. Rate recovery of
environmental-cleanup costs for this site is authorized by the CPUC
through an incentive mechanism (discussed below).

for contributing to any costs incurred for remediating these sites. Thus,
no reasonable estimate of cleanup costs can be made for these sites at
this time.

The CPUC allows Edison to recover environmental-cleanup costs at 23 of its
sites, representing $90,000,000 of Edison's recorded liability, through
an incentive mechanism (Edison may request to include additional sites).
Under this mechanism, Edison will recover 90% of cleanup costs through
customer rates; shareholders fund the remaining 10%, with the opportunity
to recover these costs through insurance and other third-party recoveries.
Edison settled an insurance claim with one carrier, and is pursuing
additional recovery from several other carriers. Costs incurred at the
remaining 35 sites are expected to be recovered through customer rates.
Edison has recorded a regulatory asset of $104,000,000 for its estimated
minimum environmental-cleanup costs expected to be recovered through
customer rates.

Based on information available at this time, Edison believes it is not
likely that it will incur amounts in excess of the upper limit of the
estimated range and, based upon the CPUC's regulatory treatment of
environmental-cleanup costs, Edison believes that costs ultimately
recorded will not have a material adverse effect on its results of
operations or financial position. There can be no assurance, however,
that future developments, including additional information about existing
sites or the identification of new sites, will not require material
revisions to such estimates.

The Resource Conservation and Recovery Act ("RCRA") provides the statutory
authority for the EPA to implement a regulatory program for the safe
treatment, recycling, storage and disposal of solid and hazardous wastes.
There is an unresolved issue regarding the degree to which coal wastes
should be regulated under RCRA. Increased regulation may result in an
increase in expenses related to the operation of Mohave.

The Toxic Substance Control Act and accompanying regulations govern the
manufacturing, processing, distribution in commerce, use and disposal of
polychlorinated biphenyls, a toxic substance used in certain electrical
equipment ("PCB waste"). Current costs for disposal of PCB waste are
immaterial.

Edison's capital expenditures for environmental protection for the years
1995 through 1999 are projected to be $1.4 billion. These expenditures
are mainly for placing overhead distribution lines underground and
reducing nitrogen oxides emissions from gas-fired generators.

Item 2. Properties

Existing Generating Facilities

Edison owns and operates 12 oil- and gas-fueled electric generating
plants, one diesel-fueled generating plant, 38 hydroelectric plants and
an undivided 75.05% interest (1,614 MW net) in Units 2 and 3 at San
Onofre. These plants are located in central and southern California.
Palo Verde (15.8% Edison-owned, 579 MW net) is located near Phoenix,
Arizona. Edison owns a 48% undivided interest (754 MW) in Units 4 and 5
at the Four Corners Generating Station ("Four Corners Project"), a
coal-fueled steam electric generating plant in New Mexico. Palo Verde and
the Four Corners Project are operated by other utilities. Edison operates
and owns a 56% undivided interest (885 MW) in Mohave, which consists of
two coal-fueled steam electric generating units in Clark County, Nevada.
At year-end 1994, the existing Edison-owned generating capacity (summer
effective rating) was comprised of approximately 66% gas, 14% nuclear, 11%
coal, 8% hydroelectric and 1% oil.

San Onofre, the Four Corners Project, certain of Edison's substations and
portions of its transmission, distribution and communication systems are
<page 11>

located on lands of the United States or others under (with minor
exceptions) licenses, permits, easements or leases or on public streets
or highways pursuant to franchises. Certain of such documents obligate
Edison, under specified circumstances and at its expense, to relocate
transmission, distribution and communication facilities located on lands
owned or controlled by federal, state or local governments.

With certain exceptions, major and certain minor hydroelectric projects
with related reservoirs, currently having an effective operating capacity
of 1,156 MW and located in whole or in part on lands of the U.S., are
owned and operated by Edison under governmental licenses which expire at
various times between 1995 and 2022. Such licenses impose numerous
restrictions and obligations on Edison, including the right of the United
States to acquire the project upon payment of specified compensation.
When existing licenses expire, FERC has the authority to issue new
licenses to third parties, but only if their license application is
superior to Edison's and then only upon payment of specified compensation
to Edison. Any new licenses issued to Edison are expected to be issued
under terms and conditions less favorable than those of the expired
licenses. Edison's applications for the relicensing of certain
hydroelectric projects referred to above with an aggregate effective
operating capacity of 89.0 MW are pending. Annual licenses issued for all
Edison projects, whose licenses have expired and are undergoing
relicensing, will be renewed until the new licenses are issued.

In 1994, Edison's peak demand was 18,044 MW, set on August 12, 1994.
Total area system operating capacity of 20,615 MW was available to Edison
at the time of the 1994 peak. Edison's record peak demand of 18,413 MW
occurred on August 17, 1992.

Substantially all of Edison's properties are subject to the lien of a
trust indenture securing First and Refunding Mortgage Bonds ("Trust
Indenture"), of which approximately $4.5 billion principal amount was
outstanding at December 31, 1994. Such lien and Edison's title to its
properties are subject to the terms of franchises, licenses, easements,
leases, permits, contracts and other instruments under which properties
are held or operated, certain statutes and governmental regulations, liens
for taxes and assessments, and liens of the trustees under the Trust
Indenture. In addition, such lien and Edison's title to its properties
are subject to certain other liens, prior rights and other encumbrances,
none of which, with minor or unsubstantial exceptions, affects Edison's
right to use such properties in its business, unless the matters with
respect to Edison's interest in the Four Corners Project and the related
easement and lease referred to below may be so considered.

Edison's rights in the Four Corners Project, which is located on land of
The Navajo Nation of Indians under an easement from the United States and
a lease from The Navajo Nation, may be subject to possible defects. These
defects include 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 Edison to resort
to legal process to enforce its rights against The Navajo Nation without
Congressional consent, possible impairment or termination under certain
circumstances of the easement and lease by The Navajo Nation, Congress or
the Secretary of the Interior and the possible invalidity of the Trust
Indenture lien against Edison's interest in the easement, lease and
improvements on the Four Corners Project.

El Paso Electric Company ("El Paso") Bankruptcy

El Paso owns and leases a combined 15.8% interest in Palo Verde and owns
a 7% interest in Units 4 and 5 of the Four Corners Project. In January
1992, El Paso filed a voluntary petition to reorganize under Chapter 11
of the Bankruptcy Code in the United States Bankruptcy Court for the
Western District of Texas. Pursuant to an agreement among the Palo Verde
<page 12>

participants and an agreement among the participants in Four Corners Units
4 and 5, each participant is required to fund its proportionate share of
operation and maintenance, capital and fuel costs of Palo Verde and Four
Corners Units 4 and 5, respectively. The participation agreements provide
that if a participant fails to meet its payment obligation, each non-
defaulting participant must pay its proportionate share of the payments
owed by the defaulting participant. In February 1992, the bankruptcy
court approved a stipulation between El Paso and Arizona Public Service
("APS"), as the operating agent of Palo Verde, pursuant to which El Paso
agreed to pay its proportionate share of all Palo Verde invoices delivered
to El Paso after February 6, 1992. El Paso agreed to make these payments
until such time, if ever, the bankruptcy court orders El Paso's rejection
of the participation agreement governing the relations among the Palo
Verde participants. The stipulation also specifies that approximately
$9,200,000 of El Paso's Palo Verde payment obligations invoiced prior to
February 7, 1992, are to be considered "pre-petition" general unsecured
claims of the other Palo Verde participants.

On August 27, 1993, El Paso filed with the bankruptcy court an Amended
Plan of Reorganization and Disclosure Statement ("Amended Plan"). The
Amended Plan, which is subject to numerous conditions, proposes a
reorganization pursuant to which El Paso will become a wholly-owned
subsidiary of Central and South West Corporation. The Amended Plan also
proposes, among other things, (i) rejection of the El Paso leases and
reacquisition by El Paso of the Palo Verde interests represented by the
leases, and (ii) El Paso's assumption of the Four Corners Operating
Agreement and the Arizona Nuclear Power Project Participation Agreement.
On November 19, 1993, the bankruptcy court approved a Cure and Assumption
Agreement among El Paso and the Palo Verde Participants, in which El Paso
shall (i) assume the Participation Agreement on the date the Amended Plan
becomes effective, and (ii) cure its pre-petition default on the date the
court approves the Order Confirming El Paso's Amended Plan. On
December 8, 1993, the bankruptcy court confirmed El Paso's Amended Plan.
Effectiveness of the Amended Plan is still subject to approval by numerous
state and federal agencies. El Paso estimates that it will take about 18
months from the date the Amended Plan was confirmed to obtain all
necessary regulatory approvals.

Construction Program and Capital Expenditures

Cash required by Edison for its capital expenditures totaled $982,000,000
in 1994, $1,040,000,000 in 1993 and $787,000,000 in 1992. Construction
expenditures for the 1995-1999 period are forecasted at $4.7 billion.

In addition to cash required for construction expenditures for the next
five years as discussed above, $1.3 billion is needed to meet requirements
for long-term debt maturities and sinking fund redemption requirements.

Edison's estimates of cash available for operations for the five years
through 1999 assume, among other things, the receipt of adequate and
timely rate relief and the realization of its assumptions regarding cost
increases, including the cost of capital. Edison's estimates and
underlying assumptions are subject to continuous review and periodic
revision.

The timing, type and amount of all additional long-term financing are also
influenced by market conditions, rate relief and other factors, including
limitations imposed by Edison's Articles of Incorporation and Trust
Indenture.

Nuclear Power Matters

Edison's nuclear facilities have been reliable sources of inexpensive,
non-polluting power for Edison's customers for more than a decade.
Throughout the operating life of these facilities, Edison's customers have
<page 13>

supported the revenue requirements of Edison's capital investment in these
facilities and for their incremental costs through traditional cost-of-
service ratemaking.

Under the terms of the Settlement Agreement discussed above under the
heading "1995 General Rate Case", Edison would recover its remaining
investment in San Onofre Units 2 and 3 on an accelerated basis during the
eight-year period from February 1, 1996, through December 31, 2003. In
addition, the traditional cost-of-service ratemaking for San Onofre Units
2 and 3 would be superseded by incremental cost incentive pricing, in
which Edison's customers would pay a preset price for each kilowatt-hour
of energy generated at San Onofre during the eight-year period. Edison
would be compensated for the incremental costs required for the continued
operation of San Onofre Units 2 and 3 only with revenues earned through
the incremental cost incentive pricing. However, Edison would also retain
the ability to request recovery of the cost of fuel consumed for
generation of replacement energy for periods in which San Onofre is not
generating power through future ECAC filings. Edison would also continue
to collect funds for decommissioning expenses through traditional
ratemaking treatment. In addition, Edison would continue to receive
traditional cost-of-service ratemaking for its share of Palo Verde Units
1, 2, and 3 under the terms of the Settlement Agreement.

Edison cannot predict what other effects, if any, legislative or
regulatory actions may have upon it or upon the future operation of the
San Onofre or Palo Verde units, or the extent of any additional costs it
may incur as a result thereof, except for those that follow.

San Onofre Unit 1

In November 1992, Edison discontinued operation of San Onofre Unit 1.
Edison will recover its investment, earning an 8.98% rate of return, by
August 1996.

The agreement does not affect Unit 1's decommissioning, scheduled to start
in 2013. The estimated current-dollar decommissioning costs for Unit 1
have been recorded as a liability.

Palo Verde Nuclear Generating Station

On March 14, 1993, APS, as operating agent, manually shut down Palo Verde
Unit 2 as a result of a steam generator tube leak. Unit 2 remained shut
down and began its scheduled refueling outage on March 19, 1993.

An extensive inspection of the Palo Verde Unit 2 steam generators was
performed prior to the unit's return to service on September 1, 1993. APS
determined that intergranular attack/intergranular stress corrosion
cracking was a major contributor to the tube leak. APS is continuing its
evaluation of the effects of possible steam generator tube degradation in
all three units (six steam generators) and has instituted several avenues
of study and corrective action.

Palo Verde Units 1, 2 and 3 operated at reduced power (85%) until the
investigation and other associated activities were completed. APS
returned all three units to full power in August 1994 after implementing
corrective measures.

Nuclear Facility Decommissioning

Edison's costs to decommission its nuclear generation facilities is
estimated to be $1.7 billion in 1994 dollars. Decommissioning is
scheduled to begin in 2013 at San Onofre and 2024 at Palo Verde.

Edison is currently collecting $104,381,000 annually in rates for its
share of decommissioning costs for San Onofre Units 1, 2, and 3, and Palo
<page 14>

Verde Units 1, 2, and 3. As of December 31, 1994, Edison's
decommissioning trust funds totaled approximately $919,000,000 (market
value).

Nuclear Facility Depreciation

In October 1994, the CPUC authorized Edison to accelerate recovery of its
nuclear plant investments by $75,000,000 per year through 2011, with a
corresponding deceleration in recovery of its transmission and
distribution assets through revised depreciation estimates over their
remaining useful lives.

Nuclear Insurance

Edison carries the maximum insurance coverage available to protect against
losses from damage to its nuclear units and to provide some of its
replacement energy costs in the unlikely event of an accident at any of
its nuclear units. A description of this insurance is included in Note
10 of "Notes to Consolidated Financial Statements" incorporated herein.
Although Edison believes an accident at its nuclear units is extremely
unlikely, in the event of an accident, regardless of fault, Edison's
insurance coverage might be inadequate to cover the losses to Edison. In
addition, such an accident could result in NRC action to suspend operation
of the damaged unit. Further, the NRC could suspend operation at Edison's
undamaged nuclear units and the CPUC and FERC could deny rate recovery of
related costs. Such an accident, therefore, could materially and
adversely affect the operations and earnings of Edison.

Item 3. Legal Proceedings

Antitrust Matters

Transphase Systems, Inc., filed a lawsuit on May 3, 1993, in the U.S.
District Court for the Central District of California against Edison and
San Diego Gas & Electric Company ("SDG&E"). Transphase alleged that the
utilities willfully acquired and maintain monopoly power in the energy
conservation industry, and that Transphase is competitively disadvantaged
because it cannot directly access the DSM funds Edison collects from its
ratepayers to fund DSM activities. The complaint sought $50,000,000 in
damages before trebling. On October 7, 1993, the U.S. District Court
dismissed Transphase's complaint with prejudice on three separate grounds.
Transphase appealed the District Court's order to the Ninth Circuit Court
of Appeals. The Ninth Circuit denied Transphase's appeal and request for
a hearing en banc. On September 1, 1994, Transphase filed a petition for
a writ of certiorari with the U.S. Supreme Court. The Supreme Court
denied the writ on October 31, 1994.

QF Litigation

On May 20, 1993, four geothermal QFs filed a lawsuit against Edison in Los
Angeles County Superior Court, claiming that Edison underpaid, and
continues to underpay, the plaintiffs for energy. Edison denied the
allegations in its response to the complaint. The action was brought on
behalf of Vulcan/BN Geothermal Power Company, Elmore L.P., Del Ranch L.P.,
and Leathers L.P., each of which is partially owned by a subsidiary of
Mission Energy Company (a subsidiary of SCEcorp). In October 1994,
plaintiffs submitted an amended complaint to the court to add causes of
action for unfair competition and restraint of trade. The plaintiffs
allege that the underpayments totaled at least $21,000,000 as of the
filing of the amended complaint. In other court filings, plaintiffs
contend that additional contract payments owing through the end of the
contract term could total approximately $60,000,000. They also seek
treble damages for the alleged restraint of trade violations, unspecified
punitive damages, and an injunction to enjoin Edison from "future" unfair
competition. On February 9, 1995, the court sustained some of Edison's
demurrers to plaintiffs first amended complaint and overruled others. The
<page 15>

Court also granted plaintiffs 30 days in which to amend their complaint
further. On or about March 9, 1995, plaintiffs filed a second amended
complaint, realleging the substance of the claims included in the first
amended complaint. The materiality of a judgment in favor of the
plaintiffs would be largely dependent on the extent to which additional
payments resulting from such a judgment are recoverable through Edison's
ECAC.

Between January 1994 and October 1994, Edison was named as a defendant in
a series of eight lawsuits brought by independent power producers of wind
generation. Seven of the lawsuits were filed in Los Angeles County
Superior Court and one was filed in Kern County Superior Court. The
lawsuits allege Edison incorrectly interpreted contracts with the
plaintiffs by limiting fixed energy payments to a single 10-year period
rather than beginning a new 10-year period of fixed energy payments for
each stage of development. In its responses to the complaints, Edison
denied the plaintiffs' allegations. In each of the lawsuits, the
plaintiffs seek declaratory relief regarding the proper interpretation of
the contracts. Plaintiffs allege a combined total of approximately
$189,000,000 in damages, which includes consequential damages claimed in
seven of the eight lawsuits. On March 1, 1995, the court in the lead Los
Angeles Superior Court case granted the plaintiffs' motion seeking summary
adjudication that the contract language in question is not reasonably
susceptible to Edison's position that there is only a single, 10-year
period of fixed payments. On March 8, 1995, the court in the Kern County
Superior Court case directed Edison to submit a proposed order that would
deny a similar summary adjudication motion brought by the plaintiff in
that case. Edison believes the March 1 ruling in the Los Angeles case is
erroneous and has asked the court to reconsider its ruling. If the court
declines to do so, Edison intends to seek the earliest possible appellate
review of the March 1 ruling. Following the March 1 ruling, an eighth
lawsuit was filed in the Los Angeles Superior Court raising claims similar
to those alleged in the first seven. Edison intends to respond to the
complaint in the new lawsuit by denying its material allegations. The
materiality of final judgments in favor of the plaintiffs would be largely
dependent on the extent to which any damages or additional payments which
might result from such judgments would be recoverable through Edison's
ECAC.

Environmental Litigation

California Department of Toxic Substances Control ("DTSC") Report of
Violation

On September 23, 1993, DTSC issued a Report of Violation to Edison,
alleging various hazardous waste violations of the California Health &
Safety Code at several Edison facilities. Edison has settled the matter
with DTSC for an amount of $1,950,000. Of the $1,950,000, approximately
$700,000 will be paid to other parties and allocated toward various
educational programs. As an additional component of the settlement, the
parties will negotiate a fee for service agreement to fund DTSC permitting
and oversight costs. The total amount of those costs is estimated to be
$1,500,000 to $2,000,000, which would be spread out over several years.

Electric and Magnetic Fields ("EMF")

Edison has been served with two lawsuits, both of which allege, among
other things, that certain plaintiffs developed cancer as a result of EMF
emitted from Edison facilities. The lawsuits, filed in Orange County
Superior Court and served on Edison in June 1994 and January 1995, request
compensatory and punitive damages. Although no specific damage amounts
are alleged in the complaints, in subsequent court filings, plaintiffs
estimated general and compensatory damages of $8,000,000 and $13,500,000,
plus unspecified punitive damages. In August 1994, one of the co-
defendants in the June 1994 action filed a cross-complaint against the
other co-defendants, including Edison, requesting indemnification and
<page 16>

declaratory relief concerning the rights and responsibilities of the
parties.

A third lawsuit was filed in Los Angeles County Superior Court and served
on Edison in July 1994. The complaint requested an unspecified amount for
compensatory damages allegedly arising out of exposure to EMF emitted from
Edison facilities. On February 7, 1995, Edison's demurrer to the
plaintiffs' complaint was sustained without leave to amend. The
plaintiffs have waived their right to appeal and this matter has been
concluded.

A fourth case, was filed in Orange County Superior Court and served on
Edison in March 1995. The complaint seeks an unspecified amount of
compensatory and punitive damages. The plaintiff alleges, among other
things, that he developed cancer as a result of EMF emitted from Edison
facilities which he alleges were not constructed in accordance with CPUC
standards.

Edison believes that there is no proven scientific basis for the
allegation that EMF is hazardous to health and, therefore, believes that
the EMF lawsuits described above are without merit.

San Onofre Personal Injury Litigation

An engineer for two contractors providing services for San Onofre has been
diagnosed with leukemia. On July 12, 1994, the engineer and his wife sued
Edison, SDG&E, and the manufacturer of the fuel rods for the plant in the
United States District Court for the Southern District of California. The
plaintiffs allege that the engineer's illness resulted from contact with
radioactive fuel particles released from failed fuel rods. Plant records
show that the engineer's exposure to radiation was well below NRC safety
levels. In the complaint, plaintiffs seek unspecified compensatory and
punitive damages. In its response to the complaint, Edison denies
plaintiffs' allegations. A pretrial conference is scheduled for May 1995,
to set a trial date.

An Edison engineer employed at San Onofre died in 1991 from cancer of the
abdomen. On February 6, 1995, his children sued Edison, SDG&E and the
manufacturer of the fuel rods for the plant in the United States District
Court for the Southern District of California. The plaintiffs allege that
the engineer's illness resulted from, and was aggravated by, exposure to
radiation at San Onofre, including contact with radioactive fuel particles
released from failed fuel rods. Plant records show that the engineer's
exposure to radiation was well below NRC safety levels. In the complaint,
plaintiffs seek unspecified compensatory and punitive damages. Edison
denies plaintiffs' allegations and is vigorously defending this action.

Employment Discrimination Litigation

On September 21, 1994, nine African-American employees filed a lawsuit
against SCEcorp and Edison on behalf of an alleged class of African-
American employees, alleging racial discrimination in job advancement,
pay, training and evaluation. The lawsuit was filed in the United States
District Court for the Central District of California. The plaintiffs
seek injunctive relief, as well as an unspecified amount of compensatory
and punitive damages, attorneys' fees, costs and interest. SCEcorp and
Edison have responded by denying the material allegations of the complaint
and asserting several affirmative defenses. The parties are engaged in
discovery, and no trial date has been set.

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

Inapplicable.

Pursuant to Form 10-K's General Instruction ("General Instruction") G(3),
the following information is included as an additional item in Part I:
<page 17>

Executive Officers(1) of the Registrant

Age at
December Effective
Executive Officer 31, 1994 Company Position(2) Date
----------------- ---------- ------------------- ---------

John E. Bryson 51 Chairman of the Board, Chief October 1, 1990
Executive Officer and Director
Bryant C. Danner 57 Senior Vice President and July 1, 1992
General Counsel
Alan J. Fohrer 44 Senior Vice President and June 17, 1993
Chief Financial Officer
Harold B. Ray 54 Senior Vice President (Power Systems) June 1, 1990
Owens F. Alexander, Jr. 45 Vice President (Marketing) April 4, 1994
Robert H. Bridenbecker 51 Vice President (Customer Solutions) June 1, 1990
Vikram S. Budhraja 47 Vice President (Planning February 1, 1992
and Technology)
Richard K. Bushey 54 Vice President and Controller January 1, 1984
Ronald Daniels 55 Vice President (Regulatory Projects) August 10, 1992
John R. Fielder 49 Vice President (Regulatory Policy and February 1, 1992
Affairs)
Bruce C. Foster 42 Vice President (Regulatory Affairs) January 1, 1995
Robert G. Foster 47 Vice President (Public Affairs) November 18, 1993
Lawrence D. Hamlin 50 Vice President (Power Production) February 1, 1992
Margaret H. Jordan 51 Vice President (Health Care and December 7, 1992
and Employee Services)
Russell W. Krieger 46 Vice President (Nuclear Generation) June 17, 1993
J. Michael Mendez 53 Vice President (Regional Leadership) February 8, 1993
C. Alex Miller 37 Vice President and Treasurer January 1, 1995
Georgia R. Nelson 44 Vice President (Performance Support) March 18, 1993
Richard M. Rosenblum 44 Vice President (Engineering and June 17, 1993
Technical Services)
Kenneth S. Stewart 43 Assistant General Counsel November 19, 1992
and Corporate Secretary

(1) Effective October 31, 1994, Lewis M. Phelps resigned from his position
as Vice President of Edison.
(2) Messrs. Bryson, Danner, Bushey and Stewart hold the same positions with
SCEcorp. Mr. Fohrer holds the office of Senior Vice President,
Treasurer and Chief Financial Officer of SCEcorp. SCEcorp is the
parent holding company of Edison.

None of Edison's executive officers are related to each other by blood or
marriage. As set forth in Article IV of Edison's Bylaws, the officers of
Edison are chosen annually by and serve at the pleasure of Edison's Board
of Directors and hold their respective offices until their resignation,
removal, other disqualification from service, or until their respective
successors are elected. All of the executive officers have been actively
engaged in the business of Edison for more than five years except for
Bryant C. Danner, Owens F. Alexander, Jr., Bruce C. Foster and Margaret
H. Jordan. Those officers who have not held their present position for
the past five years had the following business experience that period:

John E. Bryson Executive Vice President January 1985 to
and Chief Financial Officer September 1990

Bryant C. Danner Partner with Law Firm of January 1970 to
Latham & Watkins(1)(2) June 1992

Alan J. Fohrer Senior Vice President, Treasurer and January 1993 to
Chief Financial Officer May 1993
Vice President, Treasurer and April 1991 to
Chief Financial Officer January 1993
Assistant Treasurer and Manager -- Cost Control September 1987 to
March 1991

Harold B. Ray Vice President -- Nuclear Engineering, August 1989
Safety and Licensing to May 1990

Owens F. Alexander, Jr. South Central Bell and January 1989 to
BellSouth Telecommunications March 1994
in Atlanta, Georgia(2)

Marketing Group Quality Director -- September 1991
to February 1994
General Manager Customer Service -- March 1991 to
August 1991
General Manager Business Marketing -- October 1988 to
February 1991

R. H. Bridenbecker Vice President and Site Manager -- September 1989 to
San Onofre Nuclear Generating Station May 1990

Vikram S. Budhraja Vice President -- System Planning April 1991 to
and Fuel Supply January 1992
Manager -- Electric System Planning September 1986 to
March 1991

Ronald Daniels Vice President -- Revenue Requirements August 1989 to
July 1992

John R. Fielder Vice President -- Information Services January 1989 to
January 1992

Bruce C. Foster Regional Vice President (San Francisco Office) January 1992 to
December 1994
Vice President -- New England Electric(2) January 1990 to
December 1991

Robert G. Foster Regional Vice President (Sacramento Office) January 1988 to
October 1993

L. D. Hamlin Manager -- Steam Generation April 1990 to
January 1992
Manager -- Research, System Planning September 1986
and Research Department to April 1990

Margaret H. Jordan Vice President -- Kaiser Foundation March 1986 to
Health Plan of Texas(2)(3) December 1992

Russell W. Krieger Station Manager (San Onofre) August 1990 to
May 1993
Station Operations Manager (San Onofre) August 1985 to
July 1990

J. Michael Mendez Vice President -- Human Resources August 1991 to
February 1993
Division Vice President -- Customer Service January 1991
to July 1991
Division Manager -- Customer Service September 1989
to January 1991

C. Alex Miller Treasurer June 1993 to
January 1995
Assistant Treasurer April 1991 to
May 1993
Manager of Financial Planning and September 1987
Regulatory Finance to March 1991

Georgia R. Nelson Special Assistant to the Chairman February 1992 to
March 1993
Manager -- Procurement and Material Management September 1989 to
January 1992

Richard M. Rosenblum Manager of Nuclear Regulatory Affairs June 1989 to
May 1993
Manager of Nuclear Oversight September 1986 to
May 1989

Kenneth S. Stewart Assistant General Counsel March 1992 to
November 1992
Senior Counsel March 1989 to
February 1992

(1) Prior to leaving the law firm of Latham & Watkins, Mr. Danner was in
the firm's environmental department.
(2) This entity is not a parent, subsidiary or other affiliate of Edison.
(3) As Vice President of the Kaiser Foundation Health Plan of Texas, Ms.
Jordan was responsible for serving over 124,000 members in 10
multispecialty medical offices in the Dallas/Fort Worth area.

PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters

Certain information responding to Item 5 with respect to frequency and
amount of cash dividends is included in Edison's Annual Report to
Shareholders for the year ended December 31, 1994, ("Annual Report") under
"Quarterly Financial Data" on page 8 and is incorporated by reference
pursuant to General Instruction G(2). As a result of the formation of a
holding company described above in Item 1, all of the issued and
outstanding common stock of Edison is owned by SCEcorp and there is no
market for such stock.

Item 6. Selected Financial Data

Information responding to Item 6 is included in the Annual Report under
"Selected Financial and Operating Data: 1990-1994" on page 1 and is
incorporated herein by reference pursuant to General Instruction G(2).

Item 7. Management's Discussion and Analysis of Results of Operations and
Financial Condition

Information responding to Item 7 is included in the Annual Report under
"Management's Discussion and Analysis of Results of Operations and
Financial Condition" on pages 2 through 8 and is incorporated herein by
reference pursuant to General Instruction G(2).

Item 8. Financial Statements and Supplementary Data

Certain information responding to Item 8 is set forth after Item 14 in
Part IV. Other information responding to Item 8 is included in the Annual
Report on page 8 under "Quarterly Financial Data" and on pages 9 through
25 and is incorporated herein by reference pursuant to General Instruction
G(2).

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

None.

PART III

Item 10. Directors and Executive Officers of the Registrant

Information concerning executive officers of Edison is set forth in Part
I in accordance with General Instruction G(3), pursuant to Instruction 3
to Item 401(b) of Regulation S-K. Other information responding to Item
10 is included in the Joint Proxy Statement ("Proxy Statement") filed with
the Commission in connection with Edison's Annual Meeting of Shareholders
to be held on April 20, 1995, under the heading "Election of Directors of
SCEcorp and Edison," and is incorporated herein by reference pursuant to
General Instruction G(3).

Item 11. Executive Compensation

Information responding to Item 11 is included in the Proxy Statement under
the heading "Election of Directors of SCEcorp and Edison," and is
incorporated herein by reference pursuant to General Instruction G(3).

Item 12. Security Ownership of Certain Beneficial Owners and Management

Information responding to Item 12 is included in the Proxy Statement under
the headings "Election of Directors of SCEcorp and Edison," and "Stock
Ownership of Certain Shareholders" and is incorporated herein by reference
pursuant to General Instruction G(3).

Item 13. Certain Relationships and Related Transactions

Information responding to Item 13 is included in the Proxy Statement under
the heading "Election of Directors of SCEcorp and Edison," and is
incorporated herein by reference pursuant to General Instruction G(3).

PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)(1) Financial Statements

The following items contained in the 1994 Annual Report to Shareholders
are incorporated by reference in this report.

Management's Discussion and Analysis of Results of Operations and
Financial Condition
Consolidated Statements of Income -- Years Ended December 31, 1994,
1993 and 1992
Consolidated Statements of Retained Earnings -- Years Ended December
31, 1994, 1993 and 1992
Consolidated Balance Sheets -- December 31, 1994, and 1993
Consolidated Statements of Cash Flows -- Years Ended December 31, 1994,
1993 and 1992
Notes to Consolidated Financial Statements
Responsibility for Financial Reporting
Report of Independent Public Accountants

(2) Report of Independent Public Accountants and Schedules
Supplementing Financial Statements

The following documents may be found in this report at the indicated page
numbers.

Page
----
Report of Independent Public Accountants on Supplemental

Schedule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Schedule II--Valuation and Qualifying Accounts for the Years
Ended December 31, 1994, 1993 and 1992 . . . . . . . . . . . . . . . 24

Schedules I through V, except those referred to above, are omitted as not
required or not applicable.

(3) Exhibits

See Exhibit Index on page 28 of this report.

(b) Reports on Form 8-K

None
<page 22>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
ON SUPPLEMENTAL SCHEDULE

To Southern California Edison Company:

We have audited in accordance with generally accepted auditing standards
the consolidated financial statements included in the 1994 Annual Report
to Shareholders of Southern California Edison Company, incorporated by
reference in this Form 10-K, and have issued our report thereon dated
February 3, 1995. Our audits of the consolidated financial statements
were made for the purpose of forming an opinion on those basic
consolidated financial statements taken as a whole. The supplemental
schedule listed in Part IV of this Form 10-K which is the responsibility
of the Company's management is presented for purposes of complying with
the Securities and Exchange Commission's rules and regulations, and is
not part of the basic consolidated financial statements. This
supplemental schedule has been subjected to the auditing procedures
applied in the audits of the basic consolidated financial statements and,
in our opinion, fairly states in all material respects the financial data
required to be set forth therein in relation to the basic consolidated
financial statements taken as a whole.

ARTHUR ANDERSEN LLP

Los Angeles, California
February 3, 1995

SOUTHERN CALIFORNIA EDISON COMPANY

SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS

For the Year Ended December 31, 1994

Additions
------------------------
Balance at Charged to Charged to Balance
Beginning of Costs and Other at End
Description Period Expenses Accounts Deductions of Period
----------- ----------- ---------- ---------- ---------- ----------
(In thousands)

Group A:
Uncollectible accounts --

Customers . . . . . . . . $ 15,664 $ 27,071 $ -- $ 21,735 $ 21,000
All other . . . . . . . . 2,758 1,428 -- 1,380 2,806
-------- -------- ------- -------- --------
Total . . . . . . . . . $ 18,422 $ 28,499 $ -- $ 23,115(a) $ 23,806
======== ======== ======= ======== ========

Group B:
DOE Decontamination
and Decommissioning . . . $ 67,128 $ -- $ (452)(b)$ 10,191(c) $ 56,485
Pension and benefits. . . . 131,764 147,037 23,931 (d)127,881(e) 174,851
Insurance, casualty and
other . . . . . . . . . . 67,703 67,197 -- 55,173(f) 79,727
-------- -------- ------- -------- --------
Total . . . . . . . . . $266,595 $214,234 $23,479 $193,245 $311,063
======== ======== ======= ======== ========

________________
(a) Accounts written off, net.

(b) Represents revision to estimate based on actual billings.

(d) Primarily represents transfers from the accrued paid absence allowance
account for required additions to the comprehensive disability plan
accounts.

(e) Includes pension payments to retired employees, amounts paid to active
employees during periods of illness and the funding of certain pension
benefits.

(f) Amounts charged to operations that were not covered by insurance.
<page 24>

SOUTHERN CALIFORNIA EDISON COMPANY

SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS

For the Year Ended December 31, 1993

Additions
------------------------
Balance at Charged to Charged to Balance
Beginning of Costs and Other at End
Description Period Expenses Accounts Deductions of Period
----------- ------------ ---------- --------------------- ---------
(In thousands)

Group A:
Uncollectible accounts --

Customers . . . . . . . . $ 8,728 $ 38,310 $ -- $ 31,374 $ 15,664
All other . . . . . . . . 4,591 (12) -- 1,821 2,758
-------- -------- ------- -------- --------
Total . . . . . . . . . $ 13,319 $ 38,298 $ -- $ 33,195(a) $ 18,422
======== ======== ======= ======== ========

Group B:
Regulatory settlement . . . $113,380 $ 10,620 $ -- $124,000(b) $ --
DOE Decontamination
and Decommissioning . . . 53,136 -- 19,156(c) 5,164(d) 67,128
Pension and benefits. . . . 111,139 48,692 22,064(e) 50,131(f) 131,764
Insurance, casualty and
other . . . . . . . . . . 64,019 51,843 -- 48,159(g) 67,703
-------- -------- ------- -------- -------
Total . . . . . . . . . $341,674 $111,155 $41,220 $227,454 $266,595
======== ======== ======= ======= ========

_______________
(a) Accounts written off, net.

(b) Represents final settlement with the California Public Utilities
Commission's Division of Ratepayer Advocates regarding affiliated
company power purchases.

(d) Represents amounts paid.

(e) Primarily represents transfers from the accrued paid absence allowance
account for required additions to the comprehensive disability plan
accounts.

(f) Includes pension payments to retired employees, amounts paid to active
employees during periods of illness and the funding of certain pension
benefits.

(g) Amounts charged to operations that were not covered by insurance.

SOUTHERN CALIFORNIA EDISON COMPANY

SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS

For the Year Ended December 31, 1992

Additions
------------------------
Balance at Charged to Charged to Balance
Beginning of Costs and Other at End
Description Period Expenses Accounts Deductions of Period
----------- ------------ ---------- ---------- ---------- ---------
(In thousands)

Group A:
Uncollectible accounts --

Customers . . . . . . . . $ 9,982 $ 22,805 $ -- $ 24,059 $ 8,728
All other . . . . . . . . 4,934 3,346 -- 3,689 4,591
-------- -------- ------- -------- --------
Total . . . . . . . . . $ 14,916 $ 26,151 $ -- $ 27,748(a) $ 13,319
======== ======== ======= ======== ========

Group B:
Regulatory settlement . . . $124,000 $ -- $ 9,320(b)$ 19,940(c) $113,380
DOE decontamination
and decommissioning . . . -- -- 53,136(d) -- 53,136
Environmental cleanup . . . 40,000 -- 5,000(e) 45,000(f) --
Pension and benefits. . . . 112,007 30,905 20,562(g) 52,335(h) 111,139
Insurance, casualty and
other . . . . . . . . . . 70,513 71,040 -- 77,534(i) 64,019
-------- -------- ------- -------- --------
Total . . . . . . . . . $346,520 $101,945 $88,018 $194,809 $341,674
======== ======== ======= ======== ========

_______________
(a) Accounts written off, net.

(b) Represents reserve addition for the settlement with the California
Public Utilities Commission's Division of Ratepayer Advocates
regarding affiliated company power purchases.

(d) Represents the estimated long-term costs to be incurred and recovered
through rates over 15 years; reclassified from account 253, other
deferred credits.

(e) Represents an additional estimated liability established for
environmental cleanup costs expected to be incurred and recovered
through rates in future years.

(f) Amount reclassified to account 253.

(g) Primarily represents transfers from the accrued paid absence allowance
account for required additions to the comprehensive disability plan
accounts.

(h) Includes pension payments to retired employees, amounts paid to active
employees during periods of illness and the funding of certain pension
benefits.

(i) Amounts charged to operations that were not covered by insurance.
<page 26>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

SOUTHERN CALIFORNIA EDISON COMPANY

By W. J. Scilacci
----------------------------------
(W. J. Scilacci
Assistant Treasurer)

Date: March 27, 1995

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

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

Principal Executive Officer:
John E. Bryson* Chairman of the Board, March 27, 1995
Chief Executive Officer
and Director
Principal Financial Officer:
Alan J. Fohrer* Senior Vice President March 27, 1995
and Chief Financial Officer

Controller or Principal
Accounting Officer:
Richard K. Bushey* Vice President and March 27, 1995
Controller
Majority of Board of Directors:
Howard P. Allen* Director March 27, 1995
N. Barker, Jr.* Director March 27, 1995
Camilla C. Frost* Director March 27, 1995
Walter B. Gerken* Director March 27, 1995
Joan C. Hanley* Director March 27, 1995
Carl F. Huntsinger* Director March 27, 1995
Charles D. Miller* Director March 27, 1995
J. J. Pinola* Director March 27, 1995
James M. Rosser* Director March 27, 1995
Henry T. Segerstrom* Director March 27, 1995
E. L. Shannon, Jr.* Director March 27, 1995
Robert H. Smith* Director March 27, 1995
Daniel M. Tellep* Director March 27, 1995
James D. Watkins* Director March 27, 1995
Edward Zapanta* Director March 27, 1995

W. J. Scilacci
*By -----------------------------------------
(W. J. Scilacci, Attorney-in-fact)
<page 27>

EXHIBIT INDEX

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

3.1 Restated Articles of Incorporation as amended through June
1, 1993 (File No. 1-2313)*
3.2 Bylaws as adopted by the Board of Directors on February 16,
1995
4.1 Trust Indenture, dated as of October 1, 1923 (Registration
No. 2-1369)*
4.2 Supplemental Indenture, dated as of March 1, 1927
(Registration No. 2-1369)*
4.3 Second Supplemental Indenture, dated as of April 25, 1935
(Registration No. 2-1472)*
4.4 Third Supplemental Indenture, dated as of June 24, 1935
(Registration No. 2-1602)*
4.5 Fourth Supplemental Indenture, dated as of September 1,
1935 (Registration No. 2-4522)*
4.6 Fifth Supplemental Indenture, dated as of August 15, 1939
(Registration No. 2-4522)*
4.7 Sixth Supplemental Indenture, dated as of September 1, 1940
(Registration No. 2-4522)*
4.8 Seventh Supplemental Indenture, dated as of January 15,
1948 (Registration No. 2-7369)*
4.9 Eighth Supplemental Indenture, dated as of August 15, 1948
(Registration No. 2-7610)*
4.10 Ninth Supplemental Indenture, dated as of February 15, 1951
(Registration No. 2-8781)*
4.11 Tenth Supplemental Indenture, dated as of August 15, 1951
(Registration No. 2-7968)*
4.12 Eleventh Supplemental Indenture, dated as of August 15,
1953 (Registration No. 2-10396)*
4.13 Twelfth Supplemental Indenture, dated as of August 15, 1954
(Registration No. 2-11049)*
4.14 Thirteenth Supplemental Indenture, dated as of April 15,
1956 (Registration No. 2-12341)*
4.15 Fourteenth Supplemental Indenture, dated as of February 15,
1957 (Registration No. 2-13030)*
4.16 Fifteenth Supplemental Indenture, dated as of July 1, 1957
(Registration No. 2-13418)*
4.17 Sixteenth Supplemental Indenture, dated as of August 15,
1957 (Registration No. 2-13516)*
4.18 Seventeenth Supplemental Indenture, dated as of August 15,
1958 (Registration No. 2-14285)*
4.19 Eighteenth Supplemental Indenture, dated as of January 15,
1960 (Registration No. 2-15906)*
4.20 Nineteenth Supplemental Indenture, dated as of August 15,
1960 (Registration No. 2-16820)*
4.21 Twentieth Supplemental Indenture, dated as of April 1, 1961
(Registration No. 2-17668)*
4.22 Twenty-First Supplemental Indenture, dated as of May 1,
1962 (Registration No. 2-20221)*
4.23 Twenty-Second Supplemental Indenture, dated as of
October 15, 1962 (Registration No. 2-20791)*
4.24 Twenty-Third Supplemental Indenture, dated as of May 15,
1963 (Registration No. 2-21346)*
4.25 Twenty-Fourth Supplemental Indenture, dated as of
February 15, 1964 (Registration No. 2-22056)*

EXHIBIT INDEX

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

4.26 Twenty-Fifth Supplemental Indenture, dated as of
February 1, 1965 (Registration No. 2-23082)*
4.27 Twenty-Sixth Supplemental Indenture, dated as of May 1,
1966 (Registration No. 2-24835)*
4.28 Twenty-Seventh Supplemental Indenture, dated as of
August 15, 1966 (Registration No. 2-25314)*
4.29 Twenty-Eighth Supplemental Indenture, dated as of May 1,
1967 (Registration No. 2-26323)*
4.30 Twenty-Ninth Supplemental Indenture, dated as of
February 1, 1968 (Registration No. 2-28000)*
4.31 Thirtieth Supplemental Indenture, dated as of January 15,
1969 (Registration No. 2-31044)*
4.32 Thirty-First Supplemental Indenture, dated as of October 1,
1969 (Registration No. 2-34839)*
4.33 Thirty-Second Supplemental Indenture, dated as of
December 1, 1970 (Registration No. 2-38713)*
4.34 Thirty-Third Supplemental Indenture, dated as of
September 15, 1971 (Registration No. 2-41527)*
4.35 Thirty-Fourth Supplemental Indenture, dated as of
August 15, 1972 (Registration No. 2-45046)*
4.36 Thirty-Fifth Supplemental Indenture, dated as of
February 1, 1974 (Registration No. 2-50039)*
4.37 Thirty-Sixth Supplemental Indenture, dated as of July 1,
1974 (Registration No. 2-59199)*
4.38 Thirty-Seventh Supplemental Indenture, dated as of
November 1, 1974 (Registration No. 2-52160)*
4.39 Thirty-Eighth Supplemental Indenture, dated as of March 1,
1975 (Registration No. 2-52776)*
4.40 Thirty-Ninth Supplemental Indenture, dated as of March 15,
1976 (Registration No. 2-55463)*
4.41 Fortieth Supplemental Indenture, dated as of July 1, 1977
(Registration No. 2-59199)*
4.42 Forty-First Supplemental Indenture, dated as of November 1,
1978 (Registration No. 2-62609)*
4.43 Forty-Second Supplemental Indenture, dated as of June 15,
1979 (File No. 1-2313)*
4.44 Forty-Third Supplemental Indenture, dated as of
September 15, 1979 (File No. 1-2313)*
4.45 Forty-Fourth Supplemental Indenture, dated as of October 1,
1979 (Registration No. 2-65493)*
4.46 Forty-Fifth Supplemental Indenture, dated as of April 1,
1980 (Registration No. 2-66896)*
4.47 Forty-Sixth Supplemental Indenture, dated as of
November 15, 1980 (Registration No. 2-69609)*
4.48 Forty-Seventh Supplemental Indenture, dated as of May 15,
1981 (Registration No. 2-71948)*
4.49 Forty-Eighth Supplemental Indenture, dated as of August 1,
1981 (File No. 1-2313)*
4.50 Forty-Ninth Supplemental Indenture, dated as of December 1,
1981 (Registration No. 2-74339)*
4.51 Fiftieth Supplemental Indenture, dated as of January 16,
1982 (File No. 1-2313)*
4.52 Fifty-First Supplemental Indenture, dated as of April 15,
1982 (Registration No. 2-76626)*
<page 29>

EXHIBIT INDEX

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

4.53 Fifty-Second Supplemental Indenture, dated as of
November 1, 1982 (Registration No. 2-79672)*
4.54 Fifty-Third Supplemental Indenture, dated as of November 1,
1982 (File No. 1-2313)*
4.55 Fifty-Fourth Supplemental Indenture, dated as of January 1,
1983 (File No. 1-2313)*
4.56 Fifty-Fifth Supplemental Indenture, dated as of May 1, 1983
(File No. 1-2313)*
4.57 Fifty-Sixth Supplemental Indenture, dated as of December 1,
1984 (Registration No. 2-94512)*
4.58 Fifty-Seventh Supplemental Indenture, dated as of March 15,
1985 (Registration No. 2-96181)*
4.59 Fifty-Eighth Supplemental Indenture, dated as of October 1,
1985 (File No. 1-2313)*
4.60 Fifty-Ninth Supplemental Indenture, dated as of October 15,
1985 (File No. 1-2313)*
4.61 Sixtieth Supplemental Indenture, dated as of March 1, 1986
(File No. 1-2313)*
4.62 Sixty-First Supplemental Indenture, dated as of March 15,
1986 (File No. 1-2313)*
4.63 Sixty-Second Supplemental Indenture, dated as of April 15,
1986 (File No. 1-2313)*
4.64 Sixty-Third Supplemental Indenture, dated as of April 15,
1986 (File No. 1-2313)*
4.65 Sixty-Fourth Supplemental Indenture, dated as of July 1,
1986 (File No. 1-2313)*
4.66 Sixty-Fifth Supplemental Indenture, dated as of
September 1, 1986 (File No. 1-2313)*
4.67 Sixty-Sixth Supplemental Indenture, dated as of
September 1, 1986 (File No. 1-2313)*
4.68 Sixty-Seventh Supplemental Indenture, dated as of
December 1, 1986 (File No. 1-2313)*
4.69 Sixty-Eighth Supplemental Indenture, dated as of July 1,
1987 (Registration No. 33-19541)*
4.70 Sixty-Ninth Supplemental Indenture, dated as of October 15,
1987 (Registration No. 33-19541)*
4.71 Seventieth Supplemental Indenture, dated as of November 1,
1987 (File No. 1-2313)*
4.72 Seventy-First Supplemental Indenture, dated as of February
15, 1988 (File No. 1-2313)*
4.73 Seventy-Second Supplemental Indenture, dated as of April
15, 1988 (File No. 1-2313)*
4.74 Seventy-Third Supplemental Indenture, dated as of July 1,
1988 (File No. 1-2313)*
4.75 Seventy-Fourth Supplemental Indenture, dated as of August
15, 1988 (File No. 1-2313)*
4.76 Seventy-Fifth Supplemental Indenture, dated as of September
15, 1988 (File No. 1-2313)*
4.77 Seventy-Sixth Supplemental Indenture, dated as of January
15, 1989 (File No. 1-2313)*
4.78 Seventy-Seventh Supplemental Indenture, dated as of May 1,
1990 (File No. 1-2313)*

EXHIBIT INDEX

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

4.79 Seventy-Eighth Supplemental Indenture, dated as of June 15,
1990 (File No. 1-2313)*
4.80 Seventy-Ninth Supplemental Indenture, dated as of August
15, 1990 (File No. 1-2313)*
4.81 Eightieth Supplemental Indenture, dated as of December 1,
1990 (File No. 1-2313)*
4.82 Eighty-First Supplemental Indenture, dated as of April 1,
1991 (File No. 1-2313)*
4.83 Eighty-Second Supplemental Indenture, dated as of May 1,
1991 (File No. 1-2313)*
4.84 Eighty-Third Supplemental Indenture, dated as of June 1,
1991 (File No. 1-2313)*
4.85 Eighty-Fourth Supplemental Indenture, dated as of December
1, 1991 (File No. 1-2313)*
4.86 Eighty-Fifth Supplemental Indenture, dated as of February
1, 1992 (File No. 1-2313)*
4.87 Eighty-Sixth Supplemental Indenture, dated as of April 1,
1992 (File No. 1-2313)*
4.88 Eighty-Seventh Supplemental Indenture, dated as of July 1,
1992 (File No. 1-2313)*
4.89 Eighty-Eighth Supplemental Indenture, dated as of July 15
1992 (File No. 1-2313)*
4.90 Eighty-Ninth Supplemental Indenture, dated as of December
1, 1992 (File No. 1-2313)*
4.91 Ninetieth Supplemental Indenture, dated as of January 15,
1993 (File No. 1-2313)*
4.92 Ninety-First Supplemental Indenture, dated as of March 1,
1993 (File No. 1-2313)*
4.93 Ninety-Second Supplemental Indenture, dated as of June 1,
1993
4.94 Ninety-Third Supplemental Indenture, dated as of June 15,
1993 (File No. 1-2313)*
4.95 Ninety-Fourth Supplemental Indenture, dated as of July 15,
1993 (File No. 1-2313)*
4.96 Ninety-Fifth Supplemental Indenture, dated as of September
1, 1993 (File No. 1-2313)*
4.97 Ninety-Sixth Supplemental Indenture, dated as of October
1, 1993 (File No. 1-2313)*
10.1 Executive Supplemental Benefit Program (File No. 1-2313)*
10.2 1981 Deferred Compensation Agreement (File No. 1-2313)*
10.3 1985 Deferred Compensation Agreement for Executives (File
No. 1-2313)*
10.4 1985 Deferred Compensation Agreement for Directors (File
No. 1-2313)*
10.5 1987 Deferred Compensation Plan for Executives (File No.
1-2313)*
10.6 1987 Deferred Compensation Plan for Directors (File No. 1-
2313)*
10.7 1988 Deferred Compensation Plan for Executives (File No.
1-2313)*
<page 31>

EXHIBIT INDEX

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

10.8 1988 Deferred Compensation Plan for Directors
(File No. 1-2313)*
10.9 1989 Deferred Compensation Plan for Executives
(File No. 1-2313)*
10.10 1989 Deferred Compensation Plan for Directors
(File No. 1-2313)*
10.11 1990 Deferred Compensation Plan for Executives
(File No. 1-2313)*
10.12 1990 Deferred Compensation Plan for Directors
(File No. 1-2313)*
10.13 Annual Deferred Compensation Plan for Executives
(File No. 1-2313)*
10.14 Annual Deferred Compensation Plan for Directors
(File No. 1-2313)*
10.15 Executive Retirement Plan (File No. 1-2313)*
10.16 Employment Agreement with Jack K. Horton
(File No. 1-2313)*
10.17 Employment Agreement with Howard P. Allen
(File No. 1-2313)*
10.18 1991 Executive Incentive Compensation Plan
(File No. 1-2313)*
10.19 1992 Executive Incentive Compensation Plan
(File No. 1-2313)*
10.20 1993 Executive Incentive Compensation Plan (File No. 1-2313)*
10.21 1994 Executive Incentive Compensation Plan
10.22 Executive Disability and Survivor Benefit Program
10.23 Retirement Plan for Directors (File No. 1-2313)*
10.24 Long-Term Incentive Plan for Executive
Officers (Registration No. 33-19541)*
10.25 Estate and Financial Planning Program for Executive
Officers (File No. 1-2313)*
10.26 Consulting Agreement with Jack K. Horton (File
No. 1-2313)*
10.27 Consulting Agreement with Howard P. Allen (File
No. 1-2313)*
10.28 Consulting Agreement with Michael R. Peevey
(File No. 1-2313)*
10.29 Employment Agreement with Bryant C. Danner
(File No. 1-2313)*
12. Computation of Ratios of Earnings to Fixed Charges
13. Selected portions of the Annual Report to Shareholders
for year ended December 31, 1994
23. Consent of Independent Public Accountants -
Arthur Andersen LLP
24.1 Power of Attorney
24.2 Certified copy of Resolution of Board of Directors
Authorizing Signature
27. Financial Data Schedule

____________
* Incorporated by reference pursuant to Rule 12b-32.
<page 32>

EXHIBIT 3.2

I, MOLLY K. BYRD, Assistant Secretary of SOUTHERN CALIFORNIA EDISON
COMPANY, certify that the attached is an accurate and complete copy of the
Bylaws of this corporation as amended, and in full force and effect as of
this date.

Dated: March 27, 1995

Molly K. Byrd
------------------------------------
Assistant Secretary
SOUTHERN CALIFORNIA EDISON COMPANY

To Holders of the Company's Bylaws:

Effective February 16, 1995, Article III, Section 6, was amended to
eliminate the March and June regular Board meetings and change the hour
of the regular Board meetings from 9:30 a.m. to 9:00 a.m.

KENNETH S. STEWART
Corporate Secretary

BYLAWS

SOUTHERN CALIFORNIA EDISON COMPANY

AS AMENDED TO AND INCLUDING

FEBRUARY 16, 1995

INDEX

Page
----
ARTICLE I -- PRINCIPAL OFFICE

Section 1. Principal Office . . . . . . . . . . . . . . . 1

ARTICLE II -- SHAREHOLDERS

Section 1. Meeting Locations. . . . . . . . . . . . . . . 1
Section 2. Annual Meetings. . . . . . . . . . . . . . . . 1
Section 3. Special Meetings . . . . . . . . . . . . . . . 2
Section 4. Notice of Annual or Special Meeting. . . . . . 2
Section 5. Quorum . . . . . . . . . . . . . . . . . . . . 3
Section 6. Adjourned Meeting and Notice Thereof . . . . . 4
Section 7. Voting . . . . . . . . . . . . . . . . . . . . 4
Section 8. Record Date. . . . . . . . . . . . . . . . . . 6
Section 9. Consent of Absentees . . . . . . . . . . . . . 7
Section 10. Action Without Meeting . . . . . . . . . . . . 7
Section 11. Proxies. . . . . . . . . . . . . . . . . . . . 7
Section 12. Inspectors of Election . . . . . . . . . . . . 8

ARTICLE III -- DIRECTORS

Section 1. Powers . . . . . . . . . . . . . . . . . . . . 8
Section 2. Number of Directors. . . . . . . . . . . . . . 9
Section 3. Election and Term of Office. . . . . . . . . . 10
Section 4. Vacancies. . . . . . . . . . . . . . . . . . . 10
Section 5. Place of Meeting . . . . . . . . . . . . . . . 11
Section 6. Regular Meetings . . . . . . . . . . . . . . . 11
Section 7. Special Meetings . . . . . . . . . . . . . . . 11
Section 8. Quorum . . . . . . . . . . . . . . . . . . . . 12
Section 9. Participation in Meetings by Conference
Telephone. . . . . . . . . . . . . . . . . . . 12
Section 10. Waiver of Notice . . . . . . . . . . . . . . . 12
Section 11. Adjournment. . . . . . . . . . . . . . . . . . 12
Section 12. Fees and Compensation. . . . . . . . . . . . . 13
Section 13. Action Without Meeting . . . . . . . . . . . . 13
Section 14. Rights of Inspection . . . . . . . . . . . . . 13
Section 15. Committees . . . . . . . . . . . . . . . . . . 13

ARTICLE IV -- OFFICERS

Section 1. Officers . . . . . . . . . . . . . . . . . . . 14
Section 2. Election . . . . . . . . . . . . . . . . . . . 14
Section 3. Eligibility of Chairman or President . . . . . 15
Section 4. Removal and Resignation. . . . . . . . . . . . 15
Section 5. Appointment of Other Officers. . . . . . . . . 15
Section 6. Vacancies. . . . . . . . . . . . . . . . . . . 15
Section 7. Salaries . . . . . . . . . . . . . . . . . . . 15
Section 8. Furnish Security for Faithfulness. . . . . . . 16
Section 9. Chairman's Duties; Succession to Such Duties
in Chairman's Absence or Disability 16
Section 10. President's Duties . . . . . . . . . . . . . . 16
Section 11. Chief Financial Officer. . . . . . . . . . . . 16
Section 12. Vice President's Duties. . . . . . . . . . . . 17
Section 13. General Counsel's Duties . . . . . . . . . . . 17
Section 14. Associate General Counsel's and
Assistant General Counsel's Duties . . . . . . 17
Section 15. Controller's Duties. . . . . . . . . . . . . . 17
Section 16. Assistant Controllers' Duties. . . . . . . . . 17
Section 17. Treasurer's Duties . . . . . . . . . . . . . . 17
Section 18. Assistant Treasurers' Duties . . . . . . . . . 18
Section 19. Secretary's Duties . . . . . . . . . . . . . . 18
Section 20. Assistant Secretaries' Duties. . . . . . . . . 19
Section 21. Secretary Pro Tempore. . . . . . . . . . . . . 19
Section 22. Election of Acting Treasurer or
Acting Secretary . . . . . . . . . . . . . . . 19
Section 23. Performance of Duties. . . . . . . . . . . . . 19

ARTICLE V -- OTHER PROVISIONS

Section 1. Inspection of Corporate Records. . . . . . . . 20
Section 2. Inspection of Bylaws . . . . . . . . . . . . . 20
Section 3. Contracts and Other Instruments, Loans,
Notes and Deposits of Funds 21
Section 4. Certificates of Stock. . . . . . . . . . . . . 21
Section 5. Transfer Agent, Transfer Clerk and Registrar . 22
Section 6. Representation of Shares of Other
Corporations . . . . . . . . . . . . . . . . . 22

ARTICLE V -- OTHER PROVISIONS (continued)

Section 7. Stock Purchase Plans . . . . . . . . . . . . . 22
Section 8. Fiscal Year and Subdivisions . . . . . . . . . 23
Section 9. Construction and Definitions . . . . . . . . . 23

ARTICLE VI -- INDEMNIFICATION

Section 1. Indemnification of Directors and Officers. . . 23
Section 2. Indemnification of Employees and Agents. . . . 25
Section 3. Right of Directors and Officers to
Bring Suit . . . . . . . . . . . . . . . . . . 25
Section 4. Successful Defense . . . . . . . . . . . . . . 26
Section 5. Non-Exclusivity of Rights. . . . . . . . . . . 26
Section 6. Insurance. . . . . . . . . . . . . . . . . . . 26
Section 7. Expenses as a Witness. . . . . . . . . . . . . 26
Section 8. Indemnity Agreements . . . . . . . . . . . . . 27
Section 9. Separability . . . . . . . . . . . . . . . . . 27
Section 10. Effect of Repeal or Modification . . . . . . . 27

ARTICLE VII -- EMERGENCY PROVISIONS

Section 1. General. . . . . . . . . . . . . . . . . . . . 27
Section 2. Unavailable Directors. . . . . . . . . . . . . 28
Section 3. Authorized Number of Directors . . . . . . . . 28
Section 4. Quorum . . . . . . . . . . . . . . . . . . . . 28
Section 5. Creation of Emergency Committee. . . . . . . . 28
Section 6. Constitution of Emergency Committee. . . . . . 28
Section 7. Powers of Emergency Committee. . . . . . . . . 29
Section 8. Directors Becoming Available . . . . . . . . . 29
Section 9. Election of Board of Directors . . . . . . . . 29
Section 10. Termination of Emergency Committee . . . . . . 29

ARTICLE VIII -- AMENDMENTS

Section 1. Amendments . . . . . . . . . . . . . . . . . . 30

iii

BYLAWS

Bylaws for the regulation, except as otherwise provided
by statute or its Articles of Incorporation

SOUTHERN CALIFORNIA EDISON COMPANY

AS AMENDED TO AND INCLUDING
FEBRUARY 16, 1995

ARTICLE I -- PRINCIPAL OFFICE

Section 1. Principal Office.

The Edison General Office, situated at 2244 Walnut Grove Avenue, in
the City of Rosemead, County of Los Angeles, State of California, is
hereby fixed as the principal office for the transaction of the business
of the corporation.

ARTICLE II -- SHAREHOLDERS

Section 1. Meeting Locations.

All meetings of shareholders shall be held at the principal office
of the corporation or at such other place or places within or without the
State of California as may be designated by the Board of Directors (the
"Board"). In the event such places shall prove inadequate in capacity for
any meeting of shareholders, an adjournment may be taken to and the
meeting held at such other place of adequate capacity as may be designated
by the officer of the corporation presiding at such meeting.

Section 2. Annual Meetings.

The annual meeting of shareholders shall be held on the third
Thursday of the month of April of each year at 10:00 a.m. on said day to
elect directors to hold office for the year next ensuing and until their
successors shall be elected, and to consider and act upon such other
matters as may lawfully be presented to such meeting; provided, however,
that should said day fall upon a legal holiday, then any such annual
meeting of shareholders shall be held at the same time and place on the
next day thereafter ensuing which is not a legal holiday.

ARTICLE II

Section 3. Special Meetings.

Special meetings of the shareholders may be called at any time by
the Board, the Chairman of the Board, the President, or upon written
request of any three members of the Board, or by the holders of shares
entitled to cast not less than ten percent of the votes at such meeting.
Upon request in writing to the Chairman of the Board, the President, any
Vice President or the Secretary by any person (other than the Board)
entitled to call a special meeting of shareholders, the officer forthwith
shall cause notice to be given to the shareholders entitled to vote that
a meeting will be held at a time requested by the person or persons
calling the meeting, not less than thirty-five nor more than sixty days
after the receipt of the request. If the notice is not given within
twenty days after receipt of the request, the persons entitled to call the
meeting may give the notice.

Section 4. Notice of Annual or Special Meeting.

Written notice of each annual or special meeting of shareholders
shall be given not less than ten (or if sent by third-class mail, thirty)
nor more than sixty days before the date of the meeting to each
shareholder entitled to vote thereat. Such notice shall state the place,
date, and hour of the meeting and (i) in the case of a special meeting,
the general nature of the business to be transacted, and no other business
may be transacted, or (ii) in the case of an annual meeting, those matters
which the Board, at the time of the mailing of the notice, intends to
present for action by the shareholders, but, subject to the provisions of
applicable law and these Bylaws, any proper matter may be presented at an
annual meeting for such action. The notice of any special or annual
meeting at which directors are to be elected shall include the names of
nominees intended at the time of the notice to be presented by the Board
for election. For any matter to be presented by a shareholder at an
annual meeting held after December 31, 1993, including the nomination of
any person (other than a person nominated by or at the direction of the
Board) for election to the Board, written notice must be received by the
Secretary of the corporation from the shareholder not less than sixty nor
more than one hundred twenty days prior to the date of the annual meeting
specified in these Bylaws and to which the shareholder's notice relates;
provided however, that in the event the annual meeting to which the
shareholder's written notice relates is to be held on a date which is more
than thirty days earlier than the date of the annual meeting specified in
these Bylaws, the notice from a shareholder must be received by the
Secretary not later than the close of business on the tenth day following
the date on which public disclosure of the date of the annual meeting was
made or given to the shareholders. The shareholder's notice to the
Secretary shall set forth (a) a brief description of each matter to be
presented at the annual meeting by the shareholder; (b) the name and
address, as they appear on the corporation's books, of the shareholder;
(c) the class and number of shares of the corporation

ARTICLE II

which are beneficially owned by the shareholder; and (d) any material
interest of the shareholder in the matters to be presented. Any
shareholder who intends to nominate a candidate for election as a director
shall also set forth in such a notice (i) the name, age, business address
and residence address of each nominee that he or she intends to nominate
at the meeting, (ii) the principal occupation or employment of each
nominee, (iii) the number of shares of capital stock of the corporation
beneficially owned by each nominee, and (iv) any other information
concerning the nominee that would be required under the rules of the
Securities and Exchange Commission in a proxy statement soliciting proxies
for the election of the nominee. The notice shall also include a
consent, signed by the shareholder's nominees, to serve as a director of
the corporation if elected. Notwithstanding anything in these Bylaws to
the contrary, and subject to the provisions of any applicable law, no
business shall be conducted at a special or annual meeting except in
accordance with the procedures set forth in this Section 4.

Notice of a shareholders' meeting shall be given either personally
or by first-class mail (or, if the outstanding shares of the corporation
are held of record by 500 or more persons on the record date for the
meeting, by third-class mail) or by other means of written communication,
addressed to the shareholder at the address of such shareholder appearing
on the books of the corporation or given by the shareholder to the
corporation for the purpose of notice; or, if no such address appears or
is given, at the place where the principal office of the corporation is
located or by publication at least once in a newspaper of general
circulation in the county in which the principal office is located.
Notice by mail shall be deemed to have been given at the time a written
notice is deposited in the United States mails, postage prepaid. Any
other written notice shall be deemed to have been given at the time it is
personally delivered to the recipient or is delivered to a common carrier
for transmission, or actually transmitted by the person giving the notice
by electronic means, to the recipient.

Section 5. Quorum.

A majority of the shares entitled to vote, represented in person or
by proxy, shall constitute a quorum at any meeting of shareholders. The
affirmative vote of a majority of the shares represented and voting at a
duly held meeting at which a quorum is present (which shares voting
affirmatively also constitute at least a majority of the required quorum)
shall be the act of the shareholders, unless the vote of a greater number
or voting by classes is required by law or the Articles; provided,
however, that the shareholders present at a duly called or held meeting at
which a quorum is present may continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to have less than a
quorum, if any action taken (other than adjournment) is approved by at
least a majority of the shares required to constitute a quorum.

ARTICLE II

Section 6. Adjourned Meeting and Notice Thereof.

Any shareholders' meeting, whether or not a quorum is present, may
be adjourned from time to time by the vote of a majority of the shares,
the holders of which are either present in person or represented by proxy
thereat, but in the absence of a quorum (except as provided in Section 5
of this Article) no other business may be transacted at such meeting.

It shall not be necessary to give any notice of the time and place
of the adjourned meeting or of the business to be transacted thereat,
other than by announcement at the meeting at which such adjournment is
taken. At the adjourned meeting, the corporation may transact any
business which might have been transacted at the original meeting.
However, when any shareholders' meeting is adjourned for more than forty-
five days or, if after adjournment a new record date is fixed for the
adjourned meeting, notice of the adjourned meeting shall be given as in
the case of an original meeting.

Section 7. Voting.

The shareholders entitled to notice of any meeting or to vote at any
such meeting shall be only persons in whose name shares stand on the stock
records of the corporation on the record date determined in accordance
with Section 8 of this Article.

Voting shall in all cases be subject to the provisions of Chapter 7
of the California General Corporation Law, and to the following
provisions:

(a) Subject to clause (g), shares held by an administrator,
executor, guardian, conservator or custodian may be voted by such holder
either in person or by proxy, without a transfer of such shares into the
holder's name; and shares standing in the name of a trustee may be voted
by the trustee, either in person or by proxy, but no trustee shall be
entitled to vote shares held by such trustee without a transfer of such
shares into the trustee's name.

(b) Shares standing in the name of a receiver may be voted by such
receiver; and shares held by or under the control of a receiver may be
voted by such receiver without the transfer thereof into the receiver's
name if authority to do so is contained in the order of the court by which
such receiver was appointed.

ARTICLE II

(c) Subject to the provisions of Section 705 of the California
General Corporation Law and except where otherwise agreed in writing
between the parties, a shareholder whose shares are pledged shall be
entitled to vote such shares until the shares have been transferred into
the name of the pledgee, and thereafter the pledgee shall be entitled to
vote the shares so transferred.

(d) Shares standing in the name of a minor may be voted and the
corporation may treat all rights incident thereto as exercisable by the
minor, in person or by proxy, whether or not the corporation has notice,
actual or constructive, of the non-age unless a guardian of the minor's
property has been appointed and written notice of such appointment given
to the corporation.

(e) Shares standing in the name of another corporation, domestic
or foreign, may be voted by such officer, agent or proxyholder as the
bylaws of such other corporation may prescribe or, in the absence of such
provision, as the Board of Directors of such other corporation may
determine or, in the absence of such determination, by the chairman
of the board, president or any vice president of such other corporation,
or by any other person authorized to do so by the chairman of the board,
president or any vice president of such other corporation. Shares which
are purported to be voted or any proxy purported to be executed in the
name of a corporation (whether or not any title of the person signing is
indicated) shall be presumed to be voted or the proxy executed in
accordance with the provisions of this subdivision, unless the contrary is
shown.

(f) Shares of the corporation owned by any of its subsidiaries
shall not be entitled to vote on any matter.

(g) Shares of the corporation held by the corporation in a
fiduciary capacity, and shares of the corporation held in a fiduciary
capacity by any of its subsidiaries, shall not be entitled to vote on any
matter, except to the extent that the settlor or beneficial owner
possesses and exercises a right to vote or to give the corporation binding
instructions as to how to vote such shares.

(h) If shares stand of record in the names of two or more persons,
whether fiduciaries, members of a partnership, joint tenants, tenants in
common, husband and wife as community property, tenants by the entirety,
voting trustees, persons entitled to vote under a shareholder voting
agreement or otherwise, or if two or more persons (including proxyholders)
have the same fiduciary relationship respecting the same shares, unless
the secretary of the corporation is given written notice to the contrary
and is furnished with a copy of the instrument or order appointing them or
creating the relationship wherein it is so provided, their acts with
respect to voting shall have the following effect:

ARTICLE II

(i) If only one votes, such act binds all;

(ii) If more than one vote, the act of the majority so voting
binds all;

(iii) If more than one vote, but the vote is evenly split on any
particular matter, each faction may vote the securities in
question proportionately.

If the instrument so filed or the registration of the shares shows that
any such tenancy is held in unequal interests, a majority or even split
for the purpose of this section shall be a majority or even split in
interest.

No shareholder of any class of stock of this corporation shall be
entitled to cumulate votes at any election of directors of this
corporation.

Elections for directors need not be by ballot; provided, however,
that all elections for directors must be by ballot upon demand made by a
shareholder at the meeting and before the voting begins.

In any election of directors, the candidates receiving the highest
number of votes of the shares entitled to be voted for them up to the
number of directors to be elected by such shares are elected.

Section 8. Record Date.

The Board may fix, in advance, a record date for the determination
of the shareholders entitled to notice of any meeting or to vote or
entitled to receive payment of any dividend or other distribution, or any
allotment of rights, or to exercise rights in respect of any other lawful
action. The record date so fixed shall be not more than sixty days nor
less than ten days prior to the date of the meeting nor more than sixty
days prior to any other action. When a record date is so fixed, only
shareholders of record at the close of business on that date are entitled
to notice of and to vote at the meeting or to receive the dividend,
distribution, or allotment of rights, or to exercise the rights, as the
case may be, notwithstanding any transfer of shares on the books of the
corporation after the record date, except as otherwise provided by law or
these Bylaws. A determination of shareholders of record entitled to
notice of or to vote at a meeting of shareholders shall apply to any
adjournment of the meeting unless the Board fixes a new record date for
the adjourned meeting. The Board shall fix a new record date if the
meeting is adjourned for more than forty-five days.

If no record date is fixed by the Board, the record date for
determining shareholders entitled to notice of or to vote at a meeting of
shareholders shall be at the close of business on the business

ARTICLE II

day next preceding the day on which notice is given or, if notice is
waived, at the close of business on the business day next preceding the
day on which the meeting is held. The record date for determining
shareholders for any purpose other than as set forth in this Section 8 or
Section 10 of this Article shall be at the close of business on the day on
which the Board adopts the resolution relating thereto, or the sixtieth
day prior to the date of such other action, whichever is later.

Section 9. Consent of Absentees.

The transactions of any meeting of shareholders, however called and
noticed, and wherever held, are as valid as though had at a meeting duly
held after regular call and notice, if a quorum is present either in
person or by proxy, and if, either before or after the meeting, each of
the persons entitled to vote, not present in person or by proxy, signs a
written waiver of notice or a consent to the holding of the meeting or an
approval of the minutes thereof. All such waivers, consents or approvals
shall be filed with the corporate records or made a part of the minutes of
the meeting. Neither the business to be transacted at nor the purpose of
any regular or special meeting of shareholders need be specified in any
written waiver of notice, consent to the holding of the meeting or
approval of the minutes thereof, except as provided in Section 601 (f) of
the California General Corporation Law.

Section 10. Action Without Meeting.

Subject to Section 603 of the California General Corporation Law,
any action which, under any provision of the California General
Corporation Law, may be taken at any annual or special meeting of
shareholders may be taken without a meeting and without prior notice if a
consent in writing, setting forth the action so taken, shall be signed by
the holders of outstanding shares having not less than the minimum number
of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and
voted. Unless a record date for voting purposes be fixed as provided in
Section 8 of this Article, the record date for determining shareholders
entitled to give consent pursuant to this Section 10, when no prior action
by the Board has been taken, shall be the day on which the first written
consent is given.

Section 11. Proxies.

Every person entitled to vote shares has the right to do so either
in person or by one or more persons, not to exceed three, authorized by a
written proxy executed by such shareholder and filed with the Secretary.
Subject to the following sentence, any proxy duly executed continues in
full force and effect until revoked by the person executing it prior to
the vote pursuant thereto by a writing delivered to the corporation
stating that the proxy is revoked or by a

ARTICLE III

subsequent proxy executed by the person executing the prior proxy and
presented to the meeting, or by attendance at the meeting and voting in
person by the person executing the proxy; provided, however, that a proxy
is not revoked by the death or incapacity of the maker unless, before the
vote is counted, written notice of such death or incapacity is received by
this corporation. No proxy shall be valid after the expiration of eleven
months from the date of its execution unless otherwise provided in the
proxy.

Section 12. Inspectors of Election.

In advance of any meeting of shareholders, the Board may appoint any
persons other than nominees as inspectors of election to act at such
meeting and any adjournment thereof. If inspectors of election are not so
appointed, or if any persons so appointed fail to appear or refuse to act,
the chairman of any such meeting may, and on the request of any
shareholder or shareholder's proxy shall, make such appointments at the
meeting. The number of inspectors shall be either one or three. If
appointed at a meeting on the request of one or more shareholders or
proxies, the majority of shares present shall determine whether one or
three inspectors are to be appointed.

The duties of such inspectors shall be as prescribed by Section 707
(b) of the California General Corporation Law and shall include:
determining the number of shares outstanding and the voting power of each,
the shares represented at the meeting, the existence of a quorum, and the
authenticity, validity and effect of proxies; receiving votes, ballots or
consents; hearing and determining all challenges and questions in any way
arising in connection with the right to vote; counting and tabulating all
votes or consents; determining when the polls shall close; determining the
result; and doing such acts as may be proper to conduct the election or
vote with fairness to all shareholders. If there are three inspectors of
election, the decision, act or certificate of a majority is effective in
all respects as the decision, act or certificate of all. Any report or
certificate made by the inspectors of election is prima facie evidence of
the facts stated therein.

ARTICLE III -- DIRECTORS

Section 1. Powers.

Subject to limitations of the Articles, of these Bylaws and of the
California General Corporation Law relating to action required to be
approved by the shareholders or by the outstanding shares, the business
and affairs of the corporation shall be managed and all corporate

ARTICLE III

powers shall be exercised by or under the direction of the Board. The
Board may delegate the management of the day-to-day operation of the
business of the corporation provided that the business and affairs of the
corporation shall be managed and all corporate powers shall be exercised
under the ultimate direction of the Board. Without prejudice to such
general powers, but subject to the same limitations, it is hereby
expressly declared that the Board shall have the following powers in
addition to the other powers enumerated in these Bylaws:

(a) To select and remove all the other officers, agents and
employees of the corporation, prescribe the powers and duties for them as
may not be inconsistent with law, with the Articles or these Bylaws, fix
their compensation and require from them security for faithful service.

(b) To conduct, manage and control the affairs and business of the
corporation and to make such rules and regulations therefor not
inconsistent with law, or with the Articles or these Bylaws, as they may
deem best.

(c) To adopt, make and use a corporate seal, and to prescribe the
forms of certificates of stock, and to alter the form of such seal and of
such certificates from time to time as in their judgment they may deem
best.

(d) To authorize the issuance of shares of stock of the
corporation from time to time, upon such terms and for such consideration
as may be lawful.

(e) To borrow money and incur indebtedness for the purposes of the
corporation, and to cause to be executed and delivered therefor, in the
corporate name, promissory notes, bonds, debentures, deeds of trust,
mortgages, pledges, hypothecations or other evidences of debt and
securities therefor.

Section 2. Number of Directors.

The authorized number of directors shall be not less than fifteen
nor more than twenty until changed by amendment of the Articles or by a
Bylaw duly adopted by the shareholders. The exact number of directors
shall be fixed, within the limits specified, by the Board by adoption of
a resolution or by the shareholders in the same manner provided in these
Bylaws for the amendment thereof.

ARTICLE III

Section 3. Election and Term of Office.

The directors shall be elected at each annual meeting of the
shareholders, but if any such annual meeting is not held or the directors
are not elected thereat, the directors may be elected at any special
meeting of shareholders held for that purpose. Each director shall hold
office until the next annual meeting and until a successor has been
elected and qualified.

Section 4. Vacancies.

Any director may resign effective upon giving written notice to the
Chairman of the Board, the President, the Secretary or the Board, unless
the notice specifies a later time for the effectiveness of such
resignation. If the resignation is effective at a future time, a
successor may be elected to take office when the resignation becomes
effective.

Vacancies in the Board, except those existing as a result of a
removal of a director, may be filled by a majority of the remaining
directors, though less than a quorum, or by a sole remaining director, and
each director so elected shall hold office until the next annual meeting
and until such director's successor has been elected and qualified.
Vacancies existing as a result of a removal of a director may be filled by
the shareholders as provided by law.

A vacancy or vacancies in the Board shall be deemed to exist in case
of the death, resignation or removal of any director, or if the authorized
number of directors be increased, or if the shareholders fail, at any
annual or special meeting of shareholders at which any director or
directors are elected, to elect the full authorized number of directors to
be voted for at that meeting.

The Board may declare vacant the office of a director who has been
declared of unsound mind by an order of court or convicted of a felony.

The shareholders may elect a director or directors at any time to
fill any vacancy or vacancies not filled by the directors. Any such
election by written consent other than to fill a vacancy created by
removal requires the consent of a majority of the outstanding shares
entitled to vote. If the Board accepts the resignation of a director
tendered to take effect at a future time, the Board or the shareholders
shall have power to elect a successor to take office when the resignation
is to become effective.

No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of the director's
term of office.

ARTICLE III

Section 5. Place of Meeting.

Regular or special meetings of the Board shall be held at any place
within or without the State of California which has been designated from
time to time by the Board or as provided in these Bylaws. In the absence
of such designation, regular meetings shall be held at the principal
office of the corporation.

Section 6. Regular Meetings.

Promptly following each annual meeting of shareholders the Board
shall hold a regular meeting for the purpose of organization, election of
officers and the transaction of other business.

Regular meetings of the Board shall be held at the principal office
of the corporation without notice on the third Thursday of each month,
except the months of March, June, August and December, at the hour of 9:00
a.m. or as soon thereafter as the regular meeting of the Board of
Directors of SCEcorp is adjourned. Call and notice of all regular
meetings of the Board are not required.

Section 7. Special Meetings.

Special meetings of the Board for any purpose or purposes may be
called at any time by the Chairman of the Board, the President, any Vice
President, the Secretary or by any two directors.

Special meetings of the Board shall be held upon four days' written
notice or forty-eight hours' notice given personally or by telephone,
telegraph, telex, facsimile, electronic mail or other similar means of
communication. Any such notice shall be addressed or delivered to each
director at such director's address as it is shown upon the records of the
corporation or as may have been given to the corporation by the director
for purposes of notice or, if such address is not shown on such records or
is not readily ascertainable, at the place in which the meetings of the
directors are regularly held. The notice need not specify the purpose of
such special meeting.

Notice by mail shall be deemed to have been given at the time a
written notice is deposited in the United States mail, postage prepaid.
Any other written notice shall be deemed to have been given at the time it
is personally delivered to the recipient or is delivered to a common
carrier for transmission, or actually

ARTICLE III

transmitted by the person giving the notice by electronic means to the
recipient. Oral notice shall be deemed to have been given at the time it
is communicated, in person or by telephone, radio or other similar means
to the recipient or to a person at the office of the recipient who the
person giving the notice has reason to believe will promptly communicate
it to the recipient.

Section 8. Quorum.

One-third of the number of authorized directors constitutes a quorum
of the Board for the transaction of business, except to adjourn as
provided in Section II of this Article. Every act or decision done or
made by a majority of the directors present at a meeting duly held at
which a quorum is present shall be regarded as the act of the Board,
unless a greater number is required by law or by the Articles; provided,
however, that a meeting at which a quorum is initially present may
continue to transact business notwithstanding the withdrawal of directors,
if any action taken is approved by at least a majority of the required
quorum for such meeting.

Section 9. Participation in Meetings by Conference Telephone.

Members of the Board may participate in a meeting through use of
conference telephone or similar communications equipment, so long as all
members participating in such meeting can hear one another. Such
participation constitutes presence in person at such meeting.

Section 10. Waiver of Notice.

The transactions of any meeting of the Board, however called and
noticed or wherever held, are as valid as though had at a meeting duly
held after regular call and notice if a quorum is present and if, either
before or after the meeting, each of the directors not present signs a
written waiver of notice, a consent to holding such meeting or an approval
of the minutes thereof. All such waivers, consents or approvals shall be
filed with the corporate records or made a part of the minutes of the
meeting.

Section 11. Adjournment.

A majority of the directors present, whether or not a quorum is
present, may adjourn any directors' meeting to another time and place.
Notice of the time and place of holding an adjourned meeting need not be
given to absent directors if the time and place is fixed at the meeting
adjourned. If the meeting is adjourned for more than twenty-four hours,
notice of any adjournment to another time or place shall be given prior to
the time of the adjourned meeting to the directors who were not present at
the time of the adjournment.

ARTICLE III

Section 12. Fees and Compensation.

Directors and members of committees may receive such compensation,
if any, for their services, and such reimbursement for expenses, as may be
fixed or determined by the Board.

Section 13. Action Without Meeting.

Any action required or permitted to be taken by the Board may be
taken without a meeting if all members of the Board shall individually or
collectively consent in writing to such action. Such written consent or
consents shall have the same force and effect as a unanimous vote of the
Board and shall be filed with the minutes of the proceedings of the Board.

Section 14. Rights of Inspection.

Every director shall have the absolute right at any reasonable time
to inspect and copy all books, records and documents of every kind and to
inspect the physical properties of the corporation and also of its
subsidiary corporations, domestic or foreign. Such inspection by a
director may be made in person or by agent or attorney and includes the
right to copy and make extracts.

Section 15. Committees.

The Board may appoint one or more committees, each consisting of two
or more directors, to serve at the pleasure of the Board. The Board may
delegate to such committees any or all of the authority of the Board
except with respect to:

(a) The approval of any action for which the California General
Corporation Law also requires shareholders' approval or approval of the
outstanding shares;

(b) The filling of vacancies on the Board or in any committee;

(d) The amendment or repeal of Bylaws or the adoption of new
Bylaws;

(e) The amendment or repeal of any resolution of the Board which
by its express terms is not so amendable or repealable;

ARTICLE IV

(f) A distribution to the shareholders of the corporation except
at a rate or in a periodic amount or within a price range determined by
the Board; or

(g) The appointment of other committees of the Board or the
members thereof.

Any such committee, or any member or alternate member thereof, must
be appointed by resolution adopted by a majority of the exact number of
authorized directors as specified in Section 2 of this Article. The
Board shall have the power to prescribe the manner and timing of giving of
notice of regular or special meetings of any committee and the manner in
which proceedings of any committee shall be conducted. In the absence of
any such prescription, such committee shall have the power to prescribe
the manner in which its proceedings shall be conducted. Unless the Board
or such committee shall otherwise provide, the regular and special
meetings and other actions of any such committee shall be governed by the
provisions of this Article applicable to meetings and actions of the
Board. Minutes shall be kept of each meeting of each committee.

ARTICLE IV -- OFFICERS

Section 1. Officers.

The officers of the corporation shall be a Chairman of the Board, a
President, a Chief Financial Officer, one or more Vice Presidents, a
General Counsel, one or more Associate General Counsel, one or more
Assistant General Counsel, a Controller, one or more Assistant
Controllers, a Treasurer, one or more Assistant Treasurers, a Secretary
and one or more Assistant Secretaries, and such other officers as may be
elected or appointed in accordance with Section 5 of this Article. The
Board, the Chairman of the Board or the President may confer a special
title upon any Vice President not specified herein. Any number of offices
of the corporation may be held by the same person.

Section 2. Election.

The officers of the corporation, except such officers as may be
elected or appointed in accordance with the provisions of Section 5 or
Section 6 of this Article, shall be chosen annually by, and shall serve at
the pleasure of the Board, and shall hold their respective offices until
their resignation, removal, or other disqualification from service, or
until their respective successors shall be elected.

ARTICLE IV

Section 3. Eligibility of Chairman or President.

No person shall be eligible for the office of Chairman of the Board
or President unless such person is a member of the Board of the
corporation; any other officer may or may not be a director.

Section 4. Removal and Resignation.

Any officer may be removed, either with or without cause, by the
Board at any time or by any officer upon whom such power or removal may be
conferred by the Board. Any such removal shall be without prejudice to
the rights, if any, of the officer under any contract of employment of the
officer.

Any officer may resign at any time by giving written notice to the
corporation, but without prejudice to the rights, if any, of the
corporation under any contract to which the officer is a party. Any such
resignation shall take effect at the date of the receipt of such notice
or at any later time specified therein and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make
it effective.

Section 5. Appointment of Other Officers.

The Board may appoint such other officers as the business of the
corporation may require, each of whom shall hold office for such period,
have such authority, and perform such duties as are provided in the Bylaws
or as the Board may from time to time determine.

Section 6. Vacancies.

A vacancy in any office because of death, resignation, removal,
disqualification or any other cause shall be filled at any time deemed
appropriate by the Board in the manner prescribed in these Bylaws for
regular election or appointment to such office.

Section 7. Salaries.

The salaries of the Chairman of the Board, President, Chief
Financial Officer, Vice Presidents, General Counsel, Controller, Treasurer
and Secretary of the corporation shall be fixed by the Board. Salaries of
all other officers shall be as approved from time to time by the chief
executive officer.

ARTICLE IV

Section 8. Furnish Security for Faithfulness.

Any officer or employee shall, if required by the Board, furnish to
the corporation security for faithfulness to the extent and of the
character that may be required.

Section 9. Chairman's Duties; Succession to Such Duties in Chairman's
Absence or Disability.

The Chairman of the Board shall be the chief executive officer of
the corporation and shall preside at all meetings of the shareholders and
of the Board. Subject to the Board, the Chairman of the Board shall have
charge of the business of the corporation, including the construction of
its plants and properties and the operation thereof. The Chairman of the
Board shall keep the Board fully informed, and shall freely consult them
concerning the business of the corporation.

In the absence or disability of the Chairman of the Board, the
President shall act as the chief executive officer of the corporation; in
the absence or disability of the Chairman of the Board and the President,
the next in order of election by the Board of the Vice Presidents shall
act as chief executive officer of the corporation.

In the absence or disability of the Chairman of the Board, the
President shall act as Chairman of the Board at meetings of the Board; in
the absence or disability of the Chairman of the Board and the President,
the next, in order of election by the Board, of the Vice Presidents who
is a member of the Board shall act as Chairman of the Board at any such
meeting of the Board; in the absence or disability of the Chairman of the
Board, the President, and such Vice Presidents who are members of the
Board, the Board shall designate a temporary Chairman to preside at any
such meeting of the Board.

Section 10. President's Duties.

The President shall perform such other duties as the Chairman of the
Board shall delegate or assign to such officer.

Section 11. Chief Financial Officer.

The Chief Financial Officer of the corporation shall be the chief
consulting officer in all matters of financial import and shall have
control over all financial matters concerning the corporation.

ARTICLE IV

Section 12. Vice Presidents' Duties.

The Vice Presidents shall perform such other duties as the chief
executive officer shall designate.

Section 13. General Counsel's Duties.

The General Counsel shall be the chief consulting officer of the
corporation in all legal matters and, subject to the chief executive
officer, shall have control over all matters of legal import concerning
the corporation.

Section 14. Associate General Counsel's and Assistant General Counsel's
Duties.

The Associate General Counsel shall perform such of the duties of
the General Counsel as the General Counsel shall designate, and in the
absence or disability of the General Counsel, the Associate General
Counsel, in order of election to that office by the Board at its latest
organizational meeting, shall perform the duties of the General Counsel.
The Assistant General Counsel shall perform such duties as the General
Counsel shall designate.

Section 15. Controller's Duties.

The Controller shall be the chief accounting officer of the
Corporation and, subject to the Chief Financial Officer, shall have
control over all accounting matters concerning the Corporation and shall
perform such other duties as the Chief Executive Officer shall designate.

Section 16. Assistant Controllers' Duties.

The Assistant Controllers shall perform such of the duties of the
Controller as the Controller shall designate, and in the absence or
disability of the Controller, the Assistant Controllers, in order of
election to that office by the Board at its latest organizational
meeting, shall perform the duties of the Controller.

Section 17. Treasurer's Duties.

It shall be the duty of the Treasurer to keep in custody or control
all money, stocks, bonds, evidences of debt, securities and other items of
value that may belong to, or be in the possession or control of, the
corporation, and to dispose of the same in such manner as the Board or the
chief executive officer may direct, and to perform all acts incident to
the position of Treasurer.

ARTICLE IV

Section 18. Assistant Treasurers' Duties.

The Assistant Treasurers shall perform such of the duties of the
Treasurer as the Treasurer shall designate, and in the absence or
disability of the Treasurer, the Assistant Treasurers, in order of
election to that office by the Board at its latest organizational meeting,
shall perform the duties of the Treasurer, unless action is taken by the
Board as contemplated in Article IV, Section 22.

Section 19. Secretary's Duties.

The Secretary shall keep or cause to be kept full and complete
records of the proceedings of shareholders, the Board and its committees
at all meetings, and shall affix the corporate seal and attest by signing
copies of any part thereof when required.

The Secretary shall keep, or cause to be kept, a copy of the Bylaws
of the corporation at the principal office in accordance with Section 213
of the California General Corporation Law.

The Secretary shall be the custodian of the corporate seal and shall
affix it to such instruments as may be required.

The Secretary shall keep on hand a supply of blank stock
certificates of such forms as the Board may adopt.

The Secretary shall serve or cause to be served by publication or
otherwise, as may be required, all notices of meetings and of other
corporate acts that may by law or otherwise be required to be served, and
shall make or cause to be made and filed in the principal office of the
corporation, the necessary certificate or proofs thereof.

An affidavit of mailing of any notice of a shareholders' meeting or
of any report, in accordance with the provisions of Section 601 (b) of the
California General Corporation Law, executed by the Secretary shall be
prima facie evidence of the fact that such notice or report had been duly
given.

The Secretary may, with the Chairman of the Board, the President, or
a Vice President, sign certificates of ownership of stock in the
corporation, and shall cause all certificates so signed to be delivered to
those entitled thereto.

The Secretary shall keep all records required by the California
General Corporation Law.

ARTICLE IV

The Secretary shall generally perform the duties usual to the office
of secretary of corporations, and such other duties as the chief executive
officer shall designate.

Section 20. Assistant Secretaries' Duties.

Assistant Secretaries shall perform such of the duties of the
Secretary as the Secretary shall designate, and in the absence or
disability of the Secretary, the Assistant Secretaries, in the order of
election to that office by the Board at its latest organizational meeting,
shall perform the duties of the Secretary, unless action is taken by the
Board as contemplated in Article IV, Sections 21 and 22 of these Bylaws.

Section 21. Secretary Pro Tempore.

At any meeting of the Board or of the shareholders from which the
Secretary is absent, a Secretary pro tempore may be appointed and act.

Section 22. Election of Acting Treasurer or Acting Secretary.

The Board may elect an Acting Treasurer, who shall perform all the
duties of the Treasurer during the absence or disability of the Treasurer,
and who shall hold office only for such a term as shall be determined by
the Board.

The Board may elect an Acting Secretary, who shall perform all the
duties of the Secretary during the absence or disability of the Secretary,
and who shall hold office only for such a term as shall be determined by
the Board.

Whenever the Board shall elect either an Acting Treasurer or Acting
Secretary, or both, the officers of the corporation as set forth in
Article IV, Section 1 of these Bylaws, shall include as if therein
specifically set out, an Acting Treasurer or an Acting Secretary, or both.

Section 23. Performance of Duties.

Officers shall perform the duties of their respective offices as
stated in these Bylaws, and such additional duties as the Board shall
designate.

ARTICLE V

ARTICLE V -- OTHER PROVISIONS

Section 1. Inspection of Corporate Records.

(a) A shareholder or shareholders holding at least five percent in
the aggregate of the outstanding voting shares of the corporation or who
hold at least one percent of such voting shares and have filed a Schedule
14B with the United States Securities and Exchange Commission relating to
the election of directors of the corporation shall have an absolute right
to do either or both of the following:

(i) Inspect and copy the record of shareholders' names and
addresses and shareholdings during usual business hours upon five business
days' prior written demand upon the corporation; or

(ii) Obtain from the transfer agent, if any, for the
corporation, upon five business days' prior written demand and upon the
tender of its usual charges for such a list (the amount of which charges
shall be stated to the shareholder by the transfer agent upon request), a
list of the shareholders' names and addresses who are entitled to vote for
the election of directors and their shareholdings, as of the most recent
record date for which it has been compiled or as of a date specified by
the shareholder subsequent to the date of demand.

(b) The record of shareholders shall also be open to inspection
and copying by any shareholder or holder of a voting trust certificate at
any time during usual business hours upon written demand on the
corporation, for a purpose reasonably related to such holder's interest as
a shareholder or holder of a voting trust certificate.

(c) The accounting books and records and minutes of proceedings of
the shareholders and the Board and committees of the Board shall be open
to inspection upon written demand on the corporation of any shareholder or
holder of a voting trust certificate at any reasonable time during usual
business hours, for a purpose reasonably related to such holder's
interests as a shareholder or as a holder of such voting trust
certificate.

(d) Any such inspection and copying under this Article may be made
in person or by agent or attorney.

Section 2. Inspection of Bylaws.

The corporation shall keep in its principle office the original or
a copy of these Bylaws as amended to date, which shall be open to
inspection by shareholders at all reasonable times during office hours.

ARTICLE V

Section 3. Contracts and Other Instruments, Loans, Notes and Deposits of
Funds.

The Chairman of the Board, the President, or a Vice President,
either alone or with the Secretary or an Assistant Secretary, or the
Secretary alone, shall execute in the name of the corporation such written
instruments as may be authorized by the Board and, without special
direction of the Board, such instruments as transactions of the ordinary
business of the corporation may require and, such officers without the
special direction of the Board may authenticate, attest or countersign any
such instruments when deemed appropriate. The Board may authorize any
person, persons, entity, entities, attorney, attorneys, attorney-in-fact,
attorneys-in-fact, agent or agents, to enter into any contract or execute
and deliver any instrument in the name of and on behalf of the
corporation, and such authority may be general or confined to specific
instances.

No loans shall be contracted on behalf of the corporation and no
evidences of such indebtedness shall be issued in its name unless
authorized by the Board as it may direct. Such authority may be general
or confined to specific instances.

All checks, drafts, or other similar orders for the payment of
money, notes, or other such evidences of indebtedness issued in the name
of the corporation shall be signed by such officer or officers, agent or
agents of the corporation and in such manner as the Board or chief
executive officer may direct.

Unless authorized by the Board or these Bylaws, no officer, agent,
employee or any other person or persons shall have any power or authority
to bind the corporation by any contract or engagement or to pledge its
credit or to render it liable for any purpose or amount.

All funds of the corporation not otherwise employed shall be
deposited from time to time to the credit of the corporation in such
banks, trust companies, or other depositories as the Board may direct.

Section 4. Certificates of Stock.

Every holder of shares of the corporation shall be entitled to have
a certificate signed in the name of the corporation by the Chairman of the
Board, the President, or a Vice President and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary, certifying
the number of shares and the class or series of shares owned by the
shareholder. Any or all of the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed

ARTICLE V

upon a certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if such person were an officer,
transfer agent or registrar at the date of issue.

Certificates for shares may be used prior to full payment under such
restrictions and for such purposes as the Board may provide; provided,
however, that on any certificate issued to represent any partly paid
shares, the total amount of the consideration to be paid therefor and the
amount paid thereon shall be stated.

Except as provided in this Section, no new certificate for shares
shall be issued in lieu of an old one unless the latter is surrendered and
canceled at the same time. The Board may, however, if any certificate for
shares is alleged to have been lost, stolen or destroyed, authorize the
issuance of a new certificate in lieu thereof, and the corporation may
require that the corporation be given a bond or other adequate security
sufficient to indemnify it against any claim that may be made against it
(including expense or liability) on account of the alleged loss, theft or
destruction of such certificate or the issuance of such new certificate.

Section 5. Transfer Agent, Transfer Clerk and Registrar.

The Board may, from time to time, appoint transfer agents, transfer
clerks, and stock registrars to transfer and register the certificates of
the capital stock of the corporation, and may provide that no certificate
of capital stock shall be valid without the signature of the stock
transfer agent or transfer clerk, and stock registrar.

Section 6. Representation of Shares of Other Corporations.

The chief executive officer or any other officer or officers
authorized by the Board or the chief executive officer are each authorized
to vote, represent and exercise on behalf of the corporation all rights
incident to any and all shares of any other corporation or corporations
standing in the name of the corporation. The authority herein granted may
be exercised either by any such officer in person or by any other person
authorized so to do by proxy or power of attorney duly executed by said
officer.

Section 7. Stock Purchase Plans.

The corporation may adopt and carry out a stock purchase plan or
agreement or stock option plan or agreement providing for the issue and
sale for

ARTICLE VI

such consideration as may be fixed of its unissued shares, or of issued
shares acquired, to one or more of the employees or directors of the
corporation or of a subsidiary or to a trustee on their behalf and for the
payment for such shares in installments or at one time, and may provide
for such shares in installments or at one time, and may provide for aiding
any such persons in paying for such shares by compensation for services
rendered, promissory notes or otherwise.

Any such stock purchase plan or agreement or stock option plan or
agreement may include, among other features, the fixing of eligibility for
participation therein, the class and price of shares to be issued or sold
under the plan or agreement, the number of shares which may be subscribed
for, the method of payment therefor, the reservation of title until full
payment therefor, the effect of the termination of employment and option
or obligation on the part of the corporation to repurchase the shares upon
termination of employment, restrictions upon transfer of the shares, the
time limits of and termination of the plan, and any other matters, not in
violation of applicable law, as may be included in the plan as approved or
authorized by the Board or any committee of the Board.

Section 8. Fiscal Year and Subdivisions.

The calendar year shall be the corporate fiscal year of the
corporation. For the purpose of paying dividends, for making reports and
for the convenient transaction of the business of the corporation, the
Board may divide the fiscal year into appropriate subdivisions.

Section 9. Construction and Definitions.

Unless the context otherwise requires, the general provisions, rules
of construction and definitions contained in the General Provisions of the
California Corporations Code and in the California General Corporation Law
shall govern the construction of these Bylaws.

ARTICLE VI -- INDEMNIFICATION

Section 1. Indemnification of Directors and Officers.

Each person who was or is a party or is threatened to be made a
party to or is involved in any threatened, pending or completed action,
suit or proceeding, formal or informal, whether brought in the name of the
corporation or otherwise and whether of a civil, criminal, administrative
or investigative nature (hereinafter a "proceeding"), by reason of the
fact that he or she, or a person of whom he or

ARTICLE VI

she is the legal representative, is or was a director or officer of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans, whether the basis of such
proceeding is an alleged action or inaction in an official capacity or in
any other capacity while serving as a director or officer, shall, subject
to the terms of any agreement between the corporation and such person, be
indemnified and held harmless by the corporation to the fullest extent
permissible under California law and the corporation's Articles of
Incorporation, against all costs, charges, expenses, liabilities and
losses (including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith, and such
indemnification shall continue as to a person who has ceased to be a
director or officer and shall inure to the benefit of his or her heirs,
executors and administrators; provided, however, that (A) the corporation
shall indemnify any such person seeking indemnification in connection with
a proceeding (or part thereof) initiated by such person only if such
proceeding (or part thereof) was authorized by the Board of the
corporation; (B) the corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) other
than a proceeding by or in the name of the corporation to procure a
judgment in its favor only if any settlement of such a proceeding is
approved in writing by the corporation; (C) that no such person shall be
indemnified (i) except to the extent that the aggregate of losses to be
indemnified exceeds the amount of such losses for which the director or
officer is paid pursuant to any directors' and officers' liability
insurance policy maintained by the corporation; (ii) on account of any
suit in which judgment is rendered against such person for an accounting
of profits made from the purchase or sale by such person of securities of
the corporation pursuant to the provisions of Section 16(b) of the
Securities Exchange Act of 1934 and amendments thereto or similar
provisions of any federal, state or local statutory law; (iii) if a court
of competent jurisdiction finally determines that any indemnification
hereunder is unlawful; and (iv) as to circumstances in which indemnity is
expressly prohibited by Section 317 of the General Corporation Law of
California (the "Law"); and (D) that no such person shall be indemnified
with regard to any action brought by or in the right of the corporation
for breach of duty to the corporation and its shareholders (a) for acts or
omissions involving intentional misconduct or knowing and culpable
violation of law; (b) for acts or omissions that the director or officer
believes to be contrary to the best interests of the corporation or its
shareholders or that involve the absence of good faith on the part of the
director or officer; (c) for any transaction from which the director or
officer derived an improper personal benefit; (d) for acts or omissions
that show a reckless disregard for the director's or officer's duty to the
corporation or its shareholders in circumstances in which the director

ARTICLE VI

or officer was aware, or should have been aware, in the ordinary course of
performing his or her duties, of a risk of serious injury to the
corporation or its shareholders; (e) for acts or omissions that
constitute an unexcused pattern of inattention that amounts to an
abdication of the director's or officer's duties to the corporation or its
shareholders; and (f) for costs, charges, expenses, liabilities and losses
arising under Section 310 or 316 of the Law. The right to indemnification
conferred in this Article shall include the right to be paid by the
corporation expenses incurred in defending any proceeding in advance of
its final disposition; provided, however, that if the Law permits the
payment of such expenses incurred by a director or officer in his or her
capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in
advance of the final disposition of a proceeding, such advances shall be
made only upon delivery to the corporation of an undertaking, by or on
behalf of such director or officer, to repay all amounts to the
corporation if it shall be ultimately determined that such person is not
entitled to be indemnified.

Section 2. Indemnification of Employees and Agents.

A person who was or is a party or is threatened to be made a party
to or is involved in any proceeding by reason of the fact that he or she
is or was an employee or agent of the corporation or is or was serving at
the request of the corporation as an employee or agent of another
enterprise, including service with respect to employee benefit plans,
whether the basis of such action is an alleged action or inaction in an
official capacity or in any other capacity while serving as an employee or
agent, may, subject to the terms of any agreement between the corporation
and such person, be indemnified and held harmless by the corporation to
the fullest extent permitted by California law and the corporation's
Articles of Incorporation, against all costs, charges, expenses,
liabilities and losses, (including attorneys' fees, judgments, fines,
ERISA excise taxes or penalties and amounts paid or to be paid in
settlement) reasonably incurred or suffered by such person in connection
therewith.

Section 3. Right of Directors and Officers to Bring Suit.

If a claim under Section 1 of this Article is not paid in full by
the corporation within 30 days after a written claim has been received by
the corporation, the claimant may at any time thereafter bring suit
against the corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall also be entitled to be
paid the expense of prosecuting such claim. Neither the failure of the
corporation (including its Board, independent legal counsel, or its
shareholders) to have made a determination prior to the commencement of
such action that indemnification of

ARTICLE VI

the claimant is permissible in the circumstances because he or she has met
the applicable standard of conduct, if any, nor an actual determination by
the corporation (including its Board, independent legal counsel, or its
shareholders) that the claimant has not met the applicable standard of
conduct, shall be a defense to the action or create a presumption for the
purpose of an action that the claimant has not met the applicable standard
of conduct.

Section 4. Successful Defense.

Notwithstanding any other provision of this Article, to the extent
that a director or officer has been successful on the merits or otherwise
(including the dismissal of an action without prejudice or the settlement
of a proceeding or action without admission of liability) in defense of
any proceeding referred to in Section 1 or in defense of any claim, issue
or matter therein, he or she shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred in
connection therewith.

Section 5. Non-Exclusivity of Rights.

The right to indemnification provided by this Article shall not be
exclusive of any other right which any person may have or hereafter
acquire under any statute, bylaw, agreement, vote of shareholders or
disinterested directors or otherwise.

Section 6. Insurance.

The corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the corporation
would have the power to indemnify such person against such expense,
liability or loss under the Law.

Section 7. Expenses as a Witness.

To the extent that any director, officer, employee or agent of the
corporation is by reason of such position, or a position with another
entity at the request of the corporation, a witness in any action, suit or
proceeding, he or she shall be indemnified against all costs and expenses
actually and reasonably incurred by him or her on his or her behalf in
connection therewith.

ARTICLE VII

Section 8. Indemnity Agreements.

The corporation may enter into agreements with any director,
officer, employee or agent of the corporation providing for
indemnification to the fullest extent permissible under the Law and the
corporation's Articles of Incorporation.

Section 9. Separability.

Each and every paragraph, sentence, term and provision of this
Article is separate and distinct so that if any paragraph, sentence, term
or provision hereof shall be held to be invalid or unenforceable for any
reason, such invalidity or unenforceability shall not affect the validity
or enforceability of any other paragraph, sentence, term or provision
hereof. To the extent required, any paragraph, sentence, term or
provision of this Article may be modified by a court of competent
jurisdiction to preserve its validity and to provide the claimant with,
subject to the limitations set forth in this Article and any agreement
between the corporation and claimant, the broadest possible
indemnification permitted under applicable law.

Section 10. Effect of Repeal or Modification.

Any repeal or modification of this Article shall not adversely
affect any right of indemnification of a director or officer existing at
the time of such repeal or modification with respect to any action or
omission occurring prior to such repeal or modification.

ARTICLE VII -- EMERGENCY PROVISIONS

Section 1. General.

The provisions of this Article shall be operative only during a national
emergency declared by the President of the United States or the person
performing the President's functions, or in the event of a nuclear, atomic
or other attack on the United States or a disaster making it impossible or
impracticable for the corporation to conduct its business without recourse
to the provisions of this Article. Said provisions in such event shall
override all other Bylaws of the corporation in conflict with any
provisions of this Article, and shall remain operative so long as it
remains impossible or impracticable to continue the business of the
corporation otherwise, but thereafter shall be inoperative; provided that
all actions taken in good faith pursuant to such provisions shall
thereafter remain in full force and effect unless and until revoked by
action taken pursuant to the provisions of the Bylaws other than those
contained in this Article.

ARTICLE VII

Section 2. Unavailable Directors.

All directors of the corporation who are not available to perform
their duties as directors by reason of physical or mental incapacity or
for any other reason or who are unwilling to perform their duties or
whose whereabouts are unknown shall automatically cease to be directors,
with like effect as if such persons had resigned as directors, so long as
such unavailability continues.

Section 3. Authorized Number of Directors.

The authorized number of directors shall be the number of directors
remaining after eliminating those who have ceased to be directors pursuant
to Section 2, or the minimum number required by law, whichever number is
greater.

Section 4. Quorum.

The number of directors necessary to constitute a quorum shall be
one-third of the authorized number of directors as specified in the
foregoing Section, or such other minimum number as, pursuant to the law or
lawful decree then in force, it is possible for the Bylaws of a
corporation to specify.

Section 5. Creation of Emergency Committee.

In the event the number of directors remaining after eliminating
those who have ceased to be directors pursuant to Section 2 is less than
the minimum number of authorized directors required by law, then until the
appointment of additional directors to make up such required minimum, all
the powers and authorities which the Board could by law delegate,
including all powers and authorities which the Board could delegate to a
committee, shall be automatically vested in an emergency committee, and
the emergency committee shall thereafter manage the affairs of the
corporation pursuant to such powers and authorities and shall have all
other powers and authorities as may by law or lawful decree be conferred
on any person or body of persons during a period of emergency.

Section 6. Constitution of Emergency Committee.

The emergency committee shall consist of all the directors remaining
after eliminating those who have ceased to be directors pursuant to
Section 2, provided that such remaining directors are not less than three
in number. In the event such remaining directors are less than three in
number the emergency committee shall consist of three persons, who shall
be the remaining director or directors and either one or two officers or
employees of the corporation, as the remaining director or directors may
in writing designate. If there is no remaining

ARTICLE VII

director, the emergency committee shall consist of the three most senior
officers of the corporation who are available to serve, and if and to the
extent that officers are not available, the most senior employees of the
corporation. Seniority shall be determined in accordance with any
designation of seniority in the minutes of the proceedings of the Board,
and in the absence of such designation, shall be determined by rate of
remuneration. In the event that there are no remaining directors and no
officers or employees of the corporation available, the emergency
committee shall consist of three persons designated in writing by the
shareholder owning the largest number of shares of record as of the date
of the last record date.

Section 7. Powers of Emergency Committee.

The emergency committee, once appointed, shall govern its own
procedures and shall have power to increase the number of members thereof
beyond the original number, and in the event of a vacancy or vacancies
therein, arising at any time, the remaining member or members of the
emergency committee shall have the power to fill such vacancy or
vacancies. In the event at any time after its appointment all members of
the emergency committee shall die or resign or become unavailable to act
for any reason whatsoever, a new emergency committee shall be appointed in
accordance with the foregoing provisions of this Article.

Section 8. Directors Becoming Available.

Any person who has ceased to be a director pursuant to the
provisions of Section 2 and who thereafter becomes available to serve as
a director shall automatically become a member of the emergency committee.

Section 9. Election of Board of Directors.

The emergency committee shall, as soon after its appointment as is
practicable, take all requisite action to secure the election of a board
of directors, and upon such election all the powers and authorities of the
emergency committee shall cease.

Section 10. Termination of Emergency Committee.

In the event, after the appointment of an emergency committee, a
sufficient number of persons who ceased to be directors pursuant to
Section 2 become available to serve as directors, so that if they had not
ceased to be directors as aforesaid, there would be enough directors to
constitute the

ARTICLE VIII

minimum number of directors required by law, then all such persons shall
automatically be deemed to be reappointed as directors and the powers and
authorities of the emergency committee shall be at an end.

ARTICLE VIII -- AMENDMENTS

Section 1. Amendments.

These Bylaws may be amended or repealed either by approval of the
outstanding shares or by the approval of the Board; provided, however,
that a Bylaw specifying or changing a fixed number of directors or the
maximum or minimum number or changing from a fixed to a variable Board or
vice versa may only be adopted by approval of the outstanding shares. The
exact number of directors within the maximum and minimum number specified
in these Bylaws may be amended by the Board alone.

EXHIBIT 10.21
SOUTHERN CALIFORNIA EDISON COMPANY

1994 EXECUTIVE INCENTIVE COMPENSATION PLAN

As Adopted December 17, 1993

WHEREAS, it has been determined that it is in the best interest of
the Southern California Edison Company to offer and maintain competitive
executive compensation programs designed to attract and retain qualified
executives; and

WHEREAS, it has been determined that providing financial incentives
to executives which reinforce and recognize Company, organizational and
individual performance and accomplishments will enhance the financial and
operational performance of the Company; and

WHEREAS, it has been determined that an incentive compensation
program would encourage the attainment of short-term corporate goals and
objectives;

NOW, THEREFORE, the Southern California Edison Company 1994 Executive
Incentive Compensation Plan has been established by the Compensation
Committee of the Board of Directors effective January 1, 1994 and made
available to eligible executives of the Company subject to the following
terms and conditions:

1. Definitions. When capitalized herein, the following terms are
defined as indicated:

"Base Salary" is defined to be the annual salary for the Participant
as of January 1st of the Performance Period, as fixed by the Board of
Directors or by the executive officers of the Company.

"Board" shall mean the Board of Directors of the Company.

"Chairman" shall refer to the Chairman of the Board and Chief
Executive Officer of the Company.

"Code" shall refer to the Internal Revenue Code of 1986, as amended.

"Company" shall mean the Southern California Edison Company.

"Committee" shall mean the Compensation Committee of the Board.

"Participant" shall include the Chairman of the Board and Chief
Executive Officer, President, Executive Vice Presidents, Senior Vice
Presidents, Corporate Vice Presidents, Corporate Secretary, appointed
Division and Regional Vice Presidents, and managers who are in Salary
Grades 13 and 14, and whose participation in this Plan has been approved
by the Chairman.

"Plan" is defined to be the Southern California Edison Company 1994
Executive Incentive Compensation Plan.

2. Eligibility. To be eligible for the full amount of any incentive
award, an individual must have been a participant for the entire calendar
year. Pro-rata awards may be distributed to participants who are
discharged for reasons other than incompetence, misconduct or fraud, or
who resigned, retired or became disabled during the calendar year, or who

were participants for less than the full year. A pro-rata award may be
made to a participant's designated beneficiary in the event of death of a
participant during a calendar year prior to an award being made.

3. Company Performance Goals. The Chairman will furnish recommended
Company achievement areas to the Committee, out of which the Committee
will, in consultation with the Chairman, select those areas of achievement
upon which they wish the Company to focus particular attention and
identify performance goals for the year.

The performance goals must represent relatively optimistic, but
reasonably attainable goals the accomplishment of which will contribute
significantly to the attainment of Company objectives.

4. Individual Incentive Award Levels. Company, organizational and
individual performance relative to the pre-established goals will
determine the award a Participant can receive.

Although most performance goals will be stated in terms of results to
be achieved during the calendar year, it is important that long-range
goals and objectives be included. These long-range goals and objectives
will have payoffs later than the year in question, but short-term sub-
goals may be established for the calendar year.

If the Committee determines Company performance goals have been met,
Participants will be eligible for individual incentive awards not to
exceed the following maximum award percentages:

65% of year-end base salary for the Chairman;

60% of year-end base salary for the President;

55% of year-end base salary for each Executive Vice President;

45% of year-end base salary for each Senior Vice President;

40% of year-end base salary for each Corporate Vice President and the
Corporate Secretary;

35% of year-end base salary for each appointed Division and Regional
Vice President; and

25% of year-end base salary for each manager who is in Salary Grade
13 or 14.

Each award shall be approved by the Committee and reported to the
Board. Incentive awards will be determined by evaluation of budget
control, organizational and management effectiveness, productivity,
ingenuity and dedication to work as outlined in each organization's
Executive Plan and Budget.

5. Approval and Payment of Individual Awards. During the first
quarter of the year following the completion of the calendar year, the
Chairman will assess the degree to which executive plans and budgets have
been achieved and will develop suggested incentive awards for eligible
Participants other than the Chairman. The Committee will receive a report
by the Chairman as to overall Company performance, will deliberate on the
Chairman's recommendations, will develop an incentive award for the
Chairman, and make its determination as to the approval of the recommended
awards. The Committee will then present individual award recommendations
to the Board for their review. All decisions of the Committee regarding
individual incentive awards shall be final and conclusive.

Incentive award payments will be made as soon after the review by the
Board as practical, and payment will be made in cash, unless any award has
been elected to be deferred pursuant to the terms of a deferred
compensation plan of the Company. Any payments made shall be subject to
any income tax withholding or other deductions as may from time-to-time be
required by Federal, State or local law.

Payments under this Plan will not be considered to be salary or other
compensation for the purpose of computing benefits to which the
Participant may be entitled under any pension plan, stock bonus plan,
including but not limited to the Southern California Edison Company
Retirement Plan, Stock Savings Plus Plan, Employee Stock Ownership Plan,
or other plan or arrangement of the Company for the benefit of its
employees if such plan or arrangement is a plan qualified under Section
401(a) of the Code and is a trust exempt from Federal income tax under
Section 501(a) of the Code.

Any awards owing to participants under this Plan shall constitute an
unsecured general obligation of the Company, and no special fund or trust
shall be created, nor shall any notes or securities be issued with respect
to any awards.

6. Plan Modifications and Adjustments. In order to ensure the
incentive features of the Plan, avoid distortion in its operation and
compensate for or reflect extraordinary changes which may have occurred
during the calendar year, the Committee may make adjustments to the Plan's
performance goals and percentage allocations before, during or after the
end of the calendar year to the extent it determines appropriate in its
sole discretion. Adjustments to the Plan shall be conclusive and binding
upon all parties concerned. The Plan may be modified or terminated by the
Committee at any time.

7. Plan Administration. This Plan and any awards under it are to be
approved by the Committee. The Plan will be administered by the Chairman,
or a Vice President if authorized to act on behalf of the Chairman, who
shall be authorized to approve ministerial changes or amendments to the
Plan, to interpret Plan provisions, and to approve changes as may from
time-to-time be required by law or regulation.

No member of the Committee or the Board shall be liable to any person
for any action taken or omitted in connection with the interpretation and
administration of the Plan.

8. Successors and Assigns. This Plan shall be binding upon and
inure to the benefit of the heirs, legal representatives, successors and
assigns of the Company and Participant. Notwithstanding the foregoing,
any right to receive payment hereunder is hereby expressly declared to be
personal, nonassignable and nontransferable, except by will, intestacy, or
as otherwise required by law, and in the event of any attempted
assignment, alienation or transfer of such rights contrary to the
provisions hereof, the Company shall have no further liability for
payments hereunder.

9. Beneficiaries. In the event of the death of a Participant during
a calendar year prior to the making of any individual incentive award, a
pro-rata award may, at the discretion of the Committee, be made. Any such
payment will be made to the Participant's most recently designated
beneficiary or beneficiaries under the Long-Term Incentive Compensation
Plan of the Company. If no such designated beneficiary or beneficiaries
survive the Participant, or if a designated beneficiary should die before
the award has been paid, any award will be paid in one lump-sum payment to

his or her estate as soon as practicable following the Participant's or
the designated beneficiary's death.

10. Capacity. If any person entitled to payments under this Plan
is, in the opinion of the Committee or its designee, incapacitated and
unable to use such payments in his or her own best interest, the Committee
or its designee may direct that payments (or any portion) be made to that
person's legal guardian or conservator, or that person's spouse, as an
alternative to the payment to the person unable to use the payments. The
Committee or its designee shall have no obligation to supervise the use of
such payments, and court-appointed guardianship or conservatorship may be
required.

11. No Right of Employment. Nothing contained herein shall be
construed as conferring upon the Participant the right to continue in the
employ of the Company as an Officer or Manager of the Company or in any
other capacity.

12. Severability and Controlling Law. This Plan shall be governed
by the laws of the State of California.

EXHIBIT 10.22
SOUTHERN CALIFORNIA EDISON COMPANY

EXECUTIVE DISABILITY AND SURVIVOR BENEFIT PROGRAM

Effective January 1, 1994

This Executive Disability and Survivor Benefit Program ("Program") is
effective January 1, 1994 and consists of two plans: the "Executive
Disability Plan", and the "Survivor Benefit Plan" for key employees of
Southern California Edison Company ("Company") and participating affiliate
companies The costs of the Program are borne by the Company.

Initial eligibility and continued participation in the Program is subject
to the terms and conditions of each plan described in Parts A and B and
the administrative provisions common to both plans described in Part C.
Eligibility is determined separately under each of the plans.

Part A.
Executive Disability Plan

1. Eligibility Executives in Salary Grade 13 or above whose
participation in the Executive Disability Plan ("EDP") has been approved
by the CEO and such other key employees designated by the CEO are eligible
for disability benefits under this plan. Deviation from the strict
application of these eligibility standards is permitted in the discretion
of the CEO.

2. Description of Benefit The disability benefit under the EDP
supplements the benefit paid under the Company's Comprehensive Disability
Plan ("CDP") in the event less than six calendar months of full-pay sick
leave is available under the CDP. EDP benefits are intended to coordinate
with eligibility requirements for CDP benefits. EDP benefits will not be
payable unless the Participant's disability qualifies as a disability
under the terms of the CDP.

3. Form of Payment When full-pay CDP benefits have been exhausted, the
EDP will supplement whatever benefit is then payable under the CDP to
assure that the Participant will receive six months of full-pay sick leave
from the date of disability for any single period of disability as defined
by the CDP. Payment will be made on regularly scheduled paydays in the
same manner as benefits are paid under the CDP. If six months or more of
full-pay sick leave is available for any single period of disability under
the CDP, no benefit is payable under this Plan. In the discretion of the
CEO, benefits under the EDP for any single disability may be extended to
provide a total of up to one year of full-pay sick leave.

Part B
Survivor Benefit Plan

1. Eligibility Executives in Salary Grade 13 or above and whose
participation in the Survivor Benefit Plan ("SBP") has been approved by
the CEO, and such other key employees designated by the CEO are eligible
for disability benefits under this plan.

2. Description of Benefit The SBP benefit is a death benefit payable to
the Participant's designated beneficiary upon the death of the Participant
prior to his/her retirement or other termination of employment. The
benefit is based on a percentage of the Participant's Final Total
Compensation which is determined by the Company as described in Section 5.

3. Form of Payment The normal form of the benefit is a monthly payment,
which is payable for 120 months following the Participant's death.
Alternate forms of payment may be elected by the beneficiary. Except for
lump sums, benefit payments will be made in equal monthly installments
commencing with the first day of the month following the month of death,
or as soon thereafter as practicable.

As an alternative to the normal form of benefit payment, the Participant's
surviving spouse or other designated beneficiary may elect to have
actuarially equivalent benefit payments made (i) over a five-year period,
or (ii) as a single lump sum payable as soon after the Participant's death
as practicable.

4. Beneficiary If the Participant is married at the time of death, the
Participant's surviving spouse will receive the benefit payments under the
SBP unless the surviving spouse has previously consented to a different
beneficiary designation by written signature on the beneficiary
designation form. If no designated beneficiary survives the Participant,
the value of any benefits will be paid in a single lump sum to the estate
of the Participant. If a person receiving SBP benefit payments dies
without designating a beneficiary, the value of any remaining benefits
will be paid in a single lump sum to the estate of the person to whom
benefit payments had last been made.

5. Computation of Benefit The annual SBP benefit is determined by
multiplying the Participant's final annual base salary and Executive
Incentive Compensation Award ("EICA") component by the SBP benefit factor.
The EICA component is derived from the average EICA received by the
Participant, as a percentage of salary, in the three highest years out of
the last five years (except for periods of less than three years, in which
case the highest percentage award received will be used). The
Participant's final annual base salary is multiplied by the average EICA
percentage to determine the EICA component. The sum of the Participant's
EICA component and final annual base salary, rounded to the next highest
thousand dollars, is the Participant's "Final Total Compensation" for
purposes of calculating the SBP benefit.

After taxes are paid, the SBP benefit is intended to approximate the value
of a death benefit equal to two times the Participant's Final Total
Compensation. In determining the portion of Final Total Compensation to
be paid to achieve the desired approximation, the Company calculates an
SBP benefit factor assuming a nominal interest rate and the maximum
marginal federal income tax rate. The SPB benefit factor may be increased
or decreased at the sole discretion of the Company due to changes in the
interest rate assumption or in the tax rate assumption. However, any such
changes in the SBP benefit factor will be made by the Company so that the
benefit payable will maintain the above-described approximation of value.

In the event either of the alternative forms of payment are chosen, the
total benefit payable will be adjusted to a dollar amount equivalent to
the normal form of payment, which recognizes the shorter payment period so
elected, using the interest and tax rate assumptions in effect at the time
of the Participant's death.

Part C.
Administration

1. Administrator The Program is administered under direction of the
Compensation Committee of the Board of Directors ("Committee") by the Vice
President of Human Resources, or such other individuals as may be
authorized by him/her to perform such duties. Such administration will

include the power to interpret the Program, and make such equitable
adjustments as may be necessary to effectuate the purposes thereof.

2. No Right of Employment The payments to be made by the Company
pursuant hereto require the Participant to devote substantially all of his
or her time, skill, diligence and attention to the business of the Company
as long as the Participant remains in the active employ of the Company,
and not to actively engage, either directly or indirectly, in any business
or other activity adverse to the best interests of the business of the
Company.

In the event that the employment of the Participant by the Company is
terminated for any reason other than death or disability, any benefits
under this Program will terminate, and the Company will have no further
obligation under the Program. Nothing contained herein will be construed
to be a contract of employment for any term of years, nor to confer upon
the Participant the right to continue in the employ of the Company as a
Management employee or in any other capacity. This Program relates
exclusively to executive disability and survivor benefits and is not
intended to be an employment contract.

3. Benefits are Unfunded and Unsecured All payments hereunder will be
paid in cash from the general funds of the Company, and no special or
separate fund will be established and no other segregation of assets will
be made to assure the payment of any benefits hereunder. Nothing
contained in this Program, and no action taken pursuant to any of its
provisions, will create or be construed to create a trust of any kind, or
a fiduciary relationship, between the Company and the Participant, a
designated beneficiary, or any other beneficiaries of the Participant, or
any other person. Payments to the Participant or the Participant's
survivor or other designated beneficiary(ies) or any other beneficiary
hereunder will be made from assets which will continue, for all purposes,
to be a part of the general assets of the Company, and no person will have
by virtue of the provisions of this Program, any interest in such assets.
To the extent that any person acquires a right to receive payments from
the Company under the provisions hereof, such right will be no greater
than the right of any unsecured general creditor of the Company.

In the event that, in its discretion, the Company purchases an insurance
policy or policies insuring the life of the Participant to allow the
Company to recover, in whole, or in part, the cost of providing the
benefits hereunder, neither the Participant, the survivor or other
designated beneficiary(ies), nor any other beneficiary will have any
rights whatsoever therein; the Company will be the sole owner and
beneficiary thereof and will possess and may exercise all incidents of
ownership therein.

4. Successors and Assigns Benefits under this Program will be binding
upon and inure to the benefit of the heirs, legal representatives,
successors and assigns of the parties. Notwithstanding the foregoing, the
right to receive payment hereunder is hereby expressly declared to be
personal, nonassignable and nontransferable, except by will, intestacy, or
as otherwise required by law, and in the event of any attempted
assignment, alienation or transfer of such rights contrary to the
provisions hereof, the Company will have no further liability for payments
hereunder.

5. Benefit Determination Subject to Section 6 of Part C, the Company
will make all determinations as to rights to benefits under this Program.
Any decision by the Company denying a claim by the employee or his or her
beneficiary for benefits under this Program will be stated in writing and

delivered or mailed to the employee or such beneficiary hereof. Such
notice will set forth the specific reasons for the denial, written in a
manner that may be understood without legal or actuarial counsel. In
addition, the Company will afford a reasonable opportunity to the
Participant or such beneficiary for a full and fair review of the decision
denying such claim.

6. Amendment and Termination The Committee will have the power to
prospectively modify or terminate this Program, provided that any such
modification or termination does not result in the elimination of any
benefits then payable to the Participant or beneficiary under this
Program.

No member of the Committee, nor its designee, will be liable to any person
for any action taken or omitted in connection with the interpretation and
administration of this Program.

In the event of an amendment or termination of any Part of this Program,
the benefits payable on account of disability or death of the Participant
will not be impaired, and the benefits of other participants will not be
less than the benefits to which such Participant would have been entitled
immediately prior to such amendment or termination of any Part (or Parts)
of the Program.

Because it is agreed that time will be of the essence in determining
whether any payments are due to Participant or his or her beneficiary
under this Program, a Participant or beneficiary may, if he or she
desires, submit any claim for payment under this Program to arbitration.
This right to select arbitration will be solely that of the Participant or
beneficiary and the Participant or beneficiary may decide whether or not
to arbitrate in his or her discretion. The "right to select arbitration"
is not mandatory on the Participant or beneficiary, and the Participant or
beneficiary may choose in lieu thereof to bring an action in an
appropriate civil court. Once an arbitration is commenced, however, it
may not be discontinued without the mutual consent of both parties to the
arbitration. During the lifetime of the Participant only he or she can
use the arbitration procedure set forth in this section.

Any claim for arbitration may be submitted as follows: if Participant or
beneficiary has submitted a request to be paid under this Program and the
claim is finally denied by the Company in whole or in part, such claim may
be filed in writing with an arbitrator of Participant's or beneficiary's
choice who is selected by the method described in the next three
sentences. The first step of the selection will consist of the
Participant or beneficiary submitting a list of five potential arbitrators
to the Company. Each of the five arbitrators must be either (1) a member
of the National Academy of Arbitrators located in the State of California
or (2) a retired California Superior Court or Appellate Court judge.
Within one week after receipt of the list, the Company will select one of
the five arbitrators as the arbitrator for the dispute in question. If
the Company fails to select an arbitrator within one week after receipt of
the list, the Participant or beneficiary will then designate one of the
five arbitrators for the dispute in question.

The arbitration hearing will be held within seven days (or as soon
thereafter as possible) after the picking of the arbitrator. No
continuance of said hearing will be allowed without the mutual consent of
Participant or beneficiary and the Company. Absence from or
nonparticipation at the hearing by either party will not prevent the
issuance of an award. Hearing procedures which will expedite the hearing

may be ordered at the arbitrator's discretion, and the arbitrator may
close the hearing in his or her sole discretion when he or she decides he
or she has heard sufficient evidence to satisfy issuance of an award.

The arbitrator's award will be rendered as expeditiously as possible and
in no event later than one week after the close of the hearing.

In the event the arbitrator finds that the Company has breached this
Program, he or she will order the Company to pay to Participant or
beneficiary within two business days after the decision is rendered the
amount then due the Participant or beneficiary, plus, notwithstanding
anything to the contrary in this Program, an additional amount equal to
20% of the amount actually in dispute. This additional amount will
constitute an additional benefit under this Program. The award of the
arbitrator will be final and binding upon the parties.

The award may be enforced in any appropriate court as soon as possible
after its rendition. The Company will be considered the prevailing party
in a dispute if the arbitrator determines (1) that the Company has not
breached this Program and (2) the claim by Participant or his or her
beneficiary was not made in good faith. Otherwise, the Participant or his
or her beneficiary will be considered the prevailing party. In the event
that the Company is the prevailing party, the fee of the arbitrator and
all necessary expenses of the hearing (excluding any attorneys' fees
incurred by the Company) including stenographic reporter, if employed,
will be paid by the losing party. In the event that the Participant or
his or her beneficiary is the prevailing party, the fee of the arbitrator
and all necessary expenses of the hearing (including all attorneys' fees
incurred by Participant or his or her beneficiary in pursuing his or her
claim), including the fees of a stenographic reporter if employed, will be
paid by the Company.

7. Capacity If any person entitled to payments under this Program is, in
the opinion of the Committee or its designee, incapacitated and unable to
use such payments in his or her own best interest, the Committee or its
designee may direct that payments (or any portion thereof) be made to that
person's legal guardian or conservator, or that person's spouse, as an
alternative to payment to the person unable to use the payments. The
Committee or its designee will have no obligation to supervise the use of
such payments, and court-appointed guardianship or conservatorship may be
required.

8. Hardship Upon written application made to the Committee or to its
designee, Participant or his or her designated beneficiary or
beneficiaries may request payment in some form other than the method of
payment originally elected. Such request must establish to the
Committee's satisfaction that special circumstances, such as financial
hardship, exist which require such a variation in payment. The Committee,
or its designee, will exercise sole discretion in allowing or refusing
such requests, and the decision of the Committee or its designee on such
requests will be final.

9. Taxes Any amounts paid under the Program will be subject to any
income or other tax withholding and any other deductions that may be
required under federal, state, or local law.

10. Severability and Controlling Law If any of the provisions of the
Program are held to be invalid, or to violate any law, the remainder of
the Program will not be affected thereby and will remain in full force and
effect. The Program shall be governed by the laws of the State of
California.

SOUTHERN CALIFORNIA EDISON COMPANY

Georgia R. Nelson
---------------------------------------
Georgia R. Nelson, Vice President

SOUTHERN CALIFORNIA EDISON COMPANY AND CONSOLIDATED UTILITY-RELATED SUBSIDIARIES
RATIOS OF EARNINGS TO FIXED CHARGES
(Thousands of Dollars)

Year Ended December 31,
----------------------------------------------------------
1990 1991 1992 1993 1994
EARNINGS BEFORE INCOME TAXES ----------------------------------------------------------
AND FIXED CHARGES:

Income before interest expense (1) $1,289,320 $1,172,285 $1,190,051 $1,127,275 $1,081,800
Add:
Taxes on income (2) 489,148 412,922 443,548 408,033 452,091
Rentals (3) 8,840 7,539 4,460 3,463 3,512
Allocable portion of interest
on long-term Contracts for
the purchase of power (4) 10,600 1,925 1,908 1,890 1,870
Spent nuclear fuel interest (6) 1,994 1,683 1,339 487 68
Amortization of previously capitalized
fixed charges 33,910 31,149 22,344 4,878 2,271
Total earnings before income ---------- ---------- ---------- ---------- ----------
taxes and fixed charges (A) $1,833,812 $1,627,503 $1,663,650 $1,546,026 $1,541,612

FIXED CHARGES:
Interest and amortization $ 552,567 $ 542,732 $ 517,142 $ 449,230 $ 443,219
Rentals (3) 8,840 7,539 4,460 3,463 3,512
Capitalized fixed charges -
nuclear fuel (5) 5,261 2,654 873 978 254
Allocable portion of interest on
long-term contracts for
the purchase of power (4) 10,600 1,925 1,908 1,890 1,870
Spent nuclear fuel interest (6) 1,994 1,683 1,339 487 68
---------- ---------- ---------- ---------- ----------
Total fixed charges (B) $ 579,262 $ 556,533 $ 525,722 $ 456,048 $ 448,923

RATIO OF EARNINGS TO
FIXED CHARGES (B): 3.17 2.92 3.16 3.39 3.43
========== ========== ========== ========== ==========

(1) Includes allowance for funds used during construction and accrual
of unbilled revenue.
(2) Includes allocation of federal income and state franchise taxes to
other income.
(3) Rentals include the interest factor relating to certain significant
rentals plus one-third of all remaining annual rentals.
(4) Allocable portion of interest included in annual minimum debt
service requirement of supplier.
(5) Includes fixed charges associated with the Nuclear Fuel Lease.
(6) Represents interest on spent nuclear fuel disposal obligation.

Exhibit 13
Southern California Edison Company

1994 Annual Report

A Profile of Southern California Edison Company

Southern California Edison Company is the nation's second-largest electric
utility, based on the number of customers. Edison, with headquarters in
Rosemead, California, is a subsidiary of SCEcorp, which is primarily an
energy-services company.

Edison, a 108-year-old investor-owned utility, serves more than 4.1
million customers in Central and Southern California. Its 50,000-square-
mile service territory has a population of more than 11 million.

Contents

1 Selected Financial and Operating Data: 1990-1994
2 Management's Discussion and Analysis of
Results of Operations and Financial Condition
8 Quarterly Financial Data
9 Consolidated Financial Statements
13 Notes to Consolidated Financial Statements
26 Responsibility for Financial Reporting
27 Report of Independent Public Accountants
28 Board of Directors
28 Executive Officers

Selected Financial and Operating Data: 1990-1994
Southern California Edison Company

Dollars in millions 1994 1993 1992 1991 1990
------------------- ---------- --------- --------- --------- ---------
Summary of operations:

Operating revenue $ 7,799 $ 7,397 $ 7,722 $ 7,298 $ 6,986
Operating expenses 6,705 6,232 6,492 6,181 5,839
Fuel and purchased power expenses 3,403 3,290 3,086 2,910 2,897
Income taxes 508 506 520 430 483
Allowance for funds used during construction 29 36 37 28 23
Interest expense--net 443 449 517 543 553
Net income 639 678 673 630 737
Earnings available for common stock 599 637 631 587 693
Ratio of earnings to fixed charges 3.43 3.39 3.16 2.92 3.17

Balance sheet data:

Assets $18,076 $18,098 $15,969 $15,961 $15,737
Gross utility plant 20,127 19,441 18,652 18,814 18,081
Accumulated provision for depreciation and
decommissioning 7,710 7,138 6,544 6,339 5,696
Common shareholder's equity 5,029 4,932 4,775 4,589 4,596
Preferred stock:
Not subject to mandatory redemption 359 359 359 359 359
Subject to mandatory redemption 275 275 278 199 210
Long-term debt 4,988 5,234 5,184 5,455 5,043
Capital structure:
Common shareholder's equity 47.2% 45.7% 45.1% 43.3% 45.0%
Preferred stock:
Not subject to mandatory redemption 3.4% 3.3% 3.4% 3.4% 3.5%
Subject to mandatory redemption 2.6% 2.5% 2.6% 1.9% 2.1%
Long-term debt 46.8% 48.5% 48.9% 51.4% 49.4%

Operating data:

Peak demand in megawatts (MW) 18,044 16,475 18,413 16,709 17,647
Generation capacity at peak (MW) 20,615 20,606 20,712 20,875 20,323
Kilowatt-hour sales (kWh) (in millions) 77,986 73,308 74,186 71,146 71,614
Average annual kWh sales per residential
customer 6,259 6,070 6,311 6,060 6,335
Total energy requirement (kWh) (in millions) 85,011 81,328 82,199 78,643 80,368
Energy mix:
Thermal 59.5% 53.8% 59.8% 52.6% 52.0%
Hydro 3.9% 7.3% 3.4% 3.9% 3.0%
Purchased power and other sources 36.6% 38.9% 36.8% 43.5% 45.0%
Customers (in millions) 4.15 4.12 4.11 4.08 4.03
Full-time employees* 16,351 16,585 16,922 17,110 16,604

*1992-1994 are based on twelve-month averages.

Management's Discussion and Analysis of Results of Operations
and Financial Condition

Results of Operations

Earnings

Southern California Edison Company's 1994 earnings were $599 million,
compared with $637 million in 1993 and $631 million in 1992.

Earnings in 1994 included an $18 million after-tax charge for employee
severance expenses. Excluding this charge, 1994 earnings decreased $20
million compared to 1993. The earnings decrease reflects a lower
authorized return on common equity, partially offset by lower maintenance
expenses at the San Onofre Nuclear Generating Station.

In 1993, earnings increased $6 million over 1992. Earnings in 1992
included a $24 million after-tax charge for settlement of litigation with
Tucson Electric Power Company. Excluding this charge, 1993 earnings
decreased $18 million, mainly due to a lower authorized return on common
equity, partially offset by a decline in interest expense as the result
of an aggressive refinancing program.

Operating Revenue

The changes in operating revenue resulted from:

In millions Year ended December 31, 1994 1993 1992
----------- ----------------------- ------ ------ ------
Operating revenue--

Rate changes $ 112 $ (251) $ 170
Sales volume changes 308 (124) 270
Other (18) 50 (16)
------ ------- -------
Total $ 402 $ (325) $ 424
====== ======= =======

Operating revenue increased in 1994 compared to 1993, mostly due to a 3.2%
rate increase authorized by the California Public Utilities Commission
(CPUC) and a 6% increase in sales volume. Retail sales volume increased
primarily from warmer weather in the third quarter of 1994 compared to
1993. Wholesale volume increased, as Edison's energy was priced lower
than many other sources in 1994 (see Operating Expenses). In 1993,
operating revenue decreased compared to 1992, reflecting a CPUC-authorized
rate decrease of 2.9%. Over 97% of electric utility revenue is from
retail sales. Retail rates are regulated by the CPUC and wholesale rates
are regulated by the Federal Energy Regulatory Commission (FERC).

Operating Expenses

Fuel expense increased 6% in 1994. Although the cost per kilowatt-hour
of gas decreased primarily due to lower gas prices overall, gas-powered
generation increased 21% as the result of an increase in demand for
Edison's lower-priced energy. The cost per kilowatt-hour of nuclear fuel
decreased while nuclear-powered generation increased 20%, due to a higher
than average operating capacity factor at San Onofre Units 2 and 3. In
1993, fuel expense decreased 5%, primarily due to an 11% decrease in power
generation, as the result of an increase in required purchases from
nonutility generators.

Purchased-power expense increased 3% in 1994 and 11% in 1993, primarily
due to a greater volume of higher-priced federally required purchases from
nonutility generators. These purchases were made under contracts with
CPUC-mandated pricing, which is generally higher than those for other
sources. In 1994, Edison paid about $1.5 billion (including energy and
capacity payments) more than the cost of power available from other
sources due to these federally required purchases.

Provisions for regulatory adjustment clauses increased in 1994 as a result
of CPUC-authorized fuel and purchased-power cost estimates exceeding
actual energy costs. The 1993 decrease was mostly due to energy costs
exceeding CPUC-authorized estimates.
<PAGE 2>

Southern California Edison Company

Other operating expenses increased 4% in 1994 and 6% in 1993. The 1994
increase is primarily the result of a $30 million charge for employee
severance expenses. The 1993 increase reflected increased funding levels
for postretirement benefits other than pensions.

Maintenance expense decreased 8% in 1994, mainly due to San Onofre Units
2 and 3 operating at a higher than average capacity factor.

Depreciation and decommissioning expense increased 12% in 1993, mainly due
to Edison's accelerated recovery of its investment in San Onofre Unit 1
(recorded as depreciation expense). Accelerated recovery will continue
until August 1996.

Other Income and Deductions

The provision for rate phase-in plan reflects a CPUC-authorized, 10-year
rate phase-in plan, which deferred the collection of revenue during the
first four years of operation for the Palo Verde Nuclear Generating
Station. Revenue previously deferred (including interest) will be
collected by the end of 1996 for Units 1 and 2, and 1998 for Unit 3. The
provision is a non-cash offset to the collection of deferred revenue.

Interest income increased 18% in 1994, mainly due to higher interest
rates. In 1993, interest income decreased 44%, mostly due to lower
interest rates and lower balances in the Palo Verde phase-in plan and
regulatory balancing accounts.

Other nonoperating income increased 73% in 1994, mainly due to an
environmental insurance settlement and an $11 million CPUC-authorized
incentive award for energy conservation programs. In 1993, other
nonoperating income increased 62%, mainly due to a $40 million litigation
settlement with Tucson Electric in 1992, involving the alleged
interference with the proposed merger of Tucson Electric and San Diego Gas
& Electric Company.

Interest Expense

Interest on long-term debt continued to decrease, mostly due to a 1993
refinancing program.

Other interest expense increased 21% in 1994, mainly due to rising
interest rates and increased short-term borrowings. In 1993, other
interest expense decreased 41%, primarily due to regulatory balancing
account adjustments for the CPUC-approved purchased-power settlement in
1992 and lower interest rates in 1993.

Financial Condition

Edison's liquidity is primarily affected by debt maturities, dividend
payments and capital expenditures. Capital resources include cash from
operations and external financings.

In June 1994, Edison lowered its quarterly common stock dividend to its
parent, SCEcorp, by 30%, as the result of lower earnings related to
declining authorized rates of return and the uncertainty of future
earnings levels arising from the changing nature of the electric utility
industry intensified by recently proposed changes in California utility
regulation.

In January 1995, SCEcorp authorized the repurchase of up to $150 million
of its common stock during 1995. As excess cash becomes available, Edison
intends to pay cash dividends to SCEcorp, while maintaining its CPUC-
authorized capital structure.

Cash Flows from Operating Activities
Net cash provided by operating activities totaled approximately $1.8
billion in 1994, $1.7 billion in 1993 and $1.8 billion in 1992. Cash from
operations exceeded capital requirements for all periods presented.
<PAGE 3>

Management's Discussion and Analysis of Results of Operations
and Financial Condition

Cash Flows from Financing Activities

Edison has lines of credit of $700 million for short-term debt and $500
million for the long-term refinancing of variable-rate pollution-control
bonds.

Short-term debt is used to finance fuel inventories, balancing account
undercollections and general cash requirements. Long-term debt is used
mainly to finance capital expenditures. As a result of lower interest
rates, the majority of high cost long-term debt was refinanced in 1993.
External financings are influenced by market conditions and other factors,
including limitations imposed by the articles of incorporation and trust
indenture. As of December 31, 1994, Edison could issue approximately $5.2
billion of additional first and refunding mortgage bonds and $3 billion
of preferred stock at current interest and dividend rates.

California law prohibits Edison from incurring or guaranteeing debt for
its nonutility affiliates. Additionally, the CPUC regulates Edison's
capital structure, limiting the dividends it may pay SCEcorp.

Cash Flows from Investing Activities

The primary uses of cash for investing activities are additions to
property and plant, and funding of nuclear decommissioning trusts.
Decommissioning costs are accrued and recovered in rates over the term of
each nuclear generating facility's operating license through charges to
depreciation expense. Edison estimates that it will spend approximately
$12.7 billion to decommission its nuclear facilities, primarily between
2013-2035. This estimate is based on Edison's current-dollar
decommissioning costs ($1.7 billion), escalated using a 6.65% rate and an
earnings assumption on trust funds ranging from 5.5% to 5.75%. These
amounts are expected to be funded from independent decommissioning trusts
(see Notes to Consolidated Financial Statements), which receive Edison
contributions of approximately $100 million per year (until
decommissioning begins). The Financial Accounting Standards Board is
reviewing current accounting practices for removal costs, including
decommissioning of nuclear power plants. If current industry accounting
practices are changed, Edison could be required to report its estimated
decommissioning costs as a liability, rather than recognize these costs
over the life of the nuclear facility. Edison does not believe that such
changes, if any, would have an adverse effect on its results of operations
due to its current and expected future ability to recover these costs
through customer rates.

Projected Capital Requirements

Edison's projected capital requirements for the years 1995 through 1999
are:

In millions 1995 1996 1997 1998 1999
----------- ---- ---- ---- ---- ----

Construction expenditures $ 988 $ 991 $ 980 $ 924 $ 857
Maturities of long-term debt 201 1 501 447 155
------ ------ ------ ------ ------
Total $1,189 $ 992 $1,481 $1,371 $1,012
====== ====== ====== ====== ======

Regulatory Matters

The CPUC increased Edison's authorized revenue by $193 million, or 2.6%,
for 1995. The increase includes a $192 million increase for fuel and
purchased power ($167 million for federally required purchases) and a $121
million increase for higher costs of debt and equity, partially offset by
a $64 million decrease for 1993 postretirement benefits other than
pensions (collected in 1994 rates) and a $67 million decrease for
operating costs (see 1995 General Rate Case).

In its 1995 cost-of-capital decision, the CPUC approved an increase to
Edison's equity ratio from 47.25% to 47.75%, and authorized a 12.1% return
on common equity for 1995, compared to 11% for 1994 and 11.8% for 1993.
This decision, excluding the effects of other rate actions, would increase
1995 earnings by about $64 million.

Southern California Edison Company

disallowance. Edison believes that the final outcome of this matter will
not materially affect its results of operations.

In October 1994, the CPUC authorized Edison to accelerate recovery of its
nuclear plant investments by $75 million per year, through 2011. The rate
impact of this accelerated cost recovery is offset by a corresponding
deceleration in recovery of transmission and distribution facilities
through revised depreciation estimates over their remaining useful lives.

1995 General Rate Case

Edison and the CPUC's Division of Ratepayer Advocates filed a settlement
agreement related to the 1995 general rate case. The settlement, which
requires CPUC approval, includes a $67 million reduction in 1995 non-fuel
revenue and, beginning February 1, 1996, accelerated eight-year recovery
(by 2003, instead of 2012) of Edison's remaining investment (approximately
$2.7 billion) in San Onofre Units 2 and 3 at a reduced rate of return
(7.78% compared to the current 9.8%) with an incentive pricing plan for
future operating costs. At the end of this recovery period, customers
would bear no further obligation for Units 2 and 3, except for certain
costs associated with decommissioning and permanent closure. Edison may
then sell power generated by San Onofre under prices, terms and conditions
which conform to any then-existing regulatory procedures.

The $67 million revenue reduction has been included in 1995 rates and is
subject to change, pending the CPUC's final decision, which is expected
in mid-1995.

Performance-Based Ratemaking

In 1993, Edison proposed a performance-based rate-making mechanism that
would determine most of Edison's revenue (excluding fuel) from 1996-2000.
The filing proposes a revenue-indexing formula that combines operating
expenses and capital-related costs into a single index. In July 1994, the
CPUC ordered Edison to divide its performance-based rate-making
application into two phases -- transmission and distribution, and power
generation. Hearings concluded in December 1994 for the transmission and
distribution phase and a decision is expected in mid-1995. A proposal is
expected to be filed in late 1995 for the power generation phase.

Competitive Environment

During 1994, the CPUC issued a proposal and held several hearings for
restructuring California's electric utility industry. Under the proposal,
large electric customers would have the option for direct access to a
range of generation providers, including utilities, beginning in 1996.
As proposed, eligibility would expand gradually, until all customers,
including residential customers, would have the option for direct access
to this competitive generation market by 2002. Edison would continue to
provide transmission and distribution service to all customers in its
service territory and performance-based regulation would replace existing
regulation for such services. The proposal also stated that utilities
should be entitled to recover the portion of their generation investments
rendered uneconomic in the new direct access environment. Edison's
response to the CPUC's proposal recommended the creation of a regional
competitive market with an independent power pool that would act as the
intermediary between all power consumers and suppliers and urged that the
CPUC provide that costs previously incurred to serve the state's
electricity needs under current regulatory rules be recovered fairly from
all customers. In anticipation of obstacles in implementing the CPUC's
proposal due to regulatory, legislative and jurisdictional issues, Edison
also recommended the adoption of performance-based ratemaking for its
generation operations until direct access phase-in begins.

Management's Discussion and Analysis of Results of Operations
and Financial Condition

in 1998. Subsequent to the CPUC proposal, the state legislature passed
a resolution requesting the CPUC withhold implementation of any
restructuring plan until its impact can be evaluated by the legislature
and governor. The CPUC issued an interim report to the state legislature
on January 24, 1995, describing the positions of the parties and CPUC
activities to date, and plans to issue a proposed policy decision for
public comment on March 22, 1995. Its policy decision would become
effective no sooner than September 1995.

Edison filed a proposal with the CPUC recommending implementation of a
competition transition charge (CTC) mechanism beginning in 1998, for full
recovery of utility investments and obligations incurred to serve
customers under the existing regulatory framework. In its filing, Edison
estimates its potential transition costs through 2025 to be approximately
$9.3 billion (net present value), based on an assumed 1998 market price
of 4 cents per kilowatt-hour. Of that amount, $4.9 billion would come
from qualifying facility contracts, which are the direct result of
legislative and regulatory mandates; $600 million from costs pertaining
to certain generating plants; and $3.8 billion from regulatory commitments
to be recovered in the future. Such commitments include deferred taxes,
postretirement benefit transition costs, accelerated recovery of nuclear
plants, nuclear decommissioning and certain other costs. At December 31,
1994, these commitments included recorded regulatory assets of
approximately $1 billion.

CPUC-Mandated Power Contracts

During 1994, the CPUC ordered the California utilities to proceed with an
energy auction resulting in the signing of new contracts with unregulated
power producers. This decision would force Edison to purchase 686 MW of
new power at fixed prices starting in 1997. This would cost Edison
customers $14 billion over the lives of the contracts. The CPUC denied
Edison's petition asking it to reconsider its decision. Edison has
consistently opposed this proposal because it has no need for additional
generating capacity until at least 2005 and because the contracts will
increase customer rates. Also, Edison believes the decision is
inconsistent with the CPUC's restructuring proposal goal to ultimately
lower rates. Edison has negotiated agreements, which are at substantially
lower costs than those mandated by auction, with six unregulated power
producers, representing 558 MW of the 686 MW mandated. The agreements,
which are subject to CPUC approval, would save Edison customers more than
$500 million (1994 dollars), compared with the mandated contracts. On
January 6, 1995, Edison requested that the FERC block the CPUC-mandated
energy auction. Edison contends that the CPUC violated the federal Public
Utility Regulatory Policies Act (PURPA) and FERC regulations when it
ordered the auction to proceed. The petition asks FERC to require the
CPUC to: suspend the auction until it can be demonstrated that the
mandated contracts meet PURPA avoided cost standards; revise its orders
to that end; and stay its March 29, 1995, deadline for Edison to sign
contracts with winning bidders.

Environmental Protection

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

Southern California Edison Company

maintenance, monitoring and site closure. Unless there is a probable
amount, Edison records the lower end of this reasonably likely range of
costs (classified as other long-term liabilities at undiscounted amounts).
While Edison has numerous insurance policies that it believes may provide
coverage for some of these liabilities, it does not recognize recoveries
in its financial statements until they are realized.

At December 31, 1994, Edison's recorded estimated minimum liability to
remediate its 58 identified sites was $114 million, compared with $60
million at the end of 1993. The increase resulted primarily from changes
in estimates for a former pole-treating facility and a fuel-oil tank
inspection program. The ultimate costs to clean up Edison's identified
sites may vary from its recorded liability due to numerous uncertainties
inherent in the estimation process, such as: the extent and nature of
contamination; the scarcity of reliable data for identified sites; the
varying costs of alternative cleanup methods; developments resulting from
investigatory studies; the possibility of identifying additional sites;
and the time periods over which site remediation is expected to occur.
Edison believes that due to these uncertainties, it is reasonably possible
that cleanup costs could exceed its recorded liability by up to $215
million. The upper limit of this range of costs was estimated using
assumptions least favorable to Edison among a range of reasonably possible
outcomes.

Edison expects to clean up its identified sites over a period of up to 30
years. Remediation costs in each of the next several years are expected
to range from $4 million to $8 million. Recorded costs for 1994 were $5
million.

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

The CPUC allows Edison to recover environmental-cleanup costs at 23 of its
sites, representing $90 million of its recorded liability, through an
incentive mechanism (Edison may request to include additional sites).
Under this mechanism, Edison will recover 90% of cleanup costs through
customer rates; shareholders fund the remaining 10%, with the opportunity
to recover these costs through insurance and other third-party recoveries.
Edison settled an insurance claim with one carrier, and is pursuing
additional recovery from several other carriers. Costs incurred at
Edison's remaining 35 sites are expected to be recovered through customer
rates. Edison has recorded a regulatory asset of $104 million for its
estimated minimum environmental-cleanup costs expected to be recovered
through customer rates.

The 1990 federal Clean Air Act requires power producers to have emissions
allowances to emit sulfur dioxide. Power companies receive emissions
allowances from the federal government and may bank or sell excess
allowances. Edison expects to have excess allowances under Phase II of
the Clean Air Act (2000 and later). The act also calls for a five-year
study of regional haze in the southwestern U.S. In addition, the
Environmental Protection Agency is conducting a study of the effect of air
contaminant emissions on visibility in Grand Canyon National Park. The
potential effect of these studies on sulfur dioxide emissions regulations
for the Mohave Coal Generating Station is unknown.

Edison's projected capital expenditures to protect the environment are
$1.4 billion for the 1995-1999 period, mainly for placing overhead
distribution lines underground and reducing nitrogen oxides emissions from
<PAGE 7>

Management's Discussion and Analysis of Results of Operations
and Financial Condition

gas-fired generators. Edison's projected capital expenditures to reduce
nitrogen oxides emissions (up to $290 million by 2001) may be lowered by
local regulations.

The possibility that exposure to electric and magnetic fields (EMF)
emanating from power lines, household appliances and other electric
sources may result in adverse health effects is receiving increased
attention. The scientific community has not yet reached a consensus on
the nature of any health effects of EMF. However, the CPUC has issued a
decision which provides for a rate-recoverable research and public
education program conducted by California electric utilities, and
authorizes these utilities to take no-cost or low-cost steps to reduce EMF
in new electric facilities. Edison is unable to predict when or if the
scientific community will be able to reach a consensus on any health
effects of EMF, or the effect that such a consensus, if reached, could
have on future electric operations.

Quarterly Financial Data

1994 1993
-------------------------------------- --------------------------------------
In millions Total Fourth Third Second First Total Fourth Third Second First
----------- ------ ------ ----- ------ ----- ------ ------ ----- ------ -----

Operating revenue $7,799 $1,846 $2,530 $1,746 $1,677 $7,397 $1,743 $2,263 $1,690 $1,701
Operating income 1,094 235 356 253 250 1,164 259 364 273 268
Net income 639 129 237 132 141 678 139 243 153 143
Earnings available for
common stock 599 119 227 122 131 637 129 232 143 133
Common dividends declared 502 112 119 112 159 477 159 159 159 --

Consolidated Statements of Income Southern California Edison Company

In thousands Year ended December 31, 1994 1993 1992
------------ ----------------------- ------------ ------------ ------------

Operating revenue $ 7,798,601 $ 7,396,599 $ 7,721,613
----------- ----------- -----------
Fuel 840,607 792,056 835,734
Purchased power 2,562,890 2,498,349 2,250,701
Provisions for regulatory adjustment clauses--net 54,772 (286,894) 340,066
Other operating expenses 1,315,249 1,263,046 1,187,634
Maintenance 330,161 360,423 358,792
Depreciation and decommissioning 890,656 892,502 796,653
Income taxes 507,626 505,899 519,792
Property and other taxes 202,711 206,775 202,157
----------- ---------- ----------
Total operating expenses 6,704,672 6,232,156 6,491,529
----------- ---------- ----------
Operating income 1,093,929 1,164,443 1,230,084
----------- ---------- ----------

Provision for rate phase-in plan (136,596) (137,300) (146,952)
Allowance for equity funds used during construction 14,348 20,262 20,237
Interest income 31,082 26,318 47,003
Other nonoperating income--net 64,597 37,385 23,148

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

Total other income (deductions)--net (26,569) (53,335) (56,564)
----------- ---------- ----------
Income before interest expense 1,067,360 1,111,108 1,173,520
----------- ---------- ----------
Interest on long-term debt 381,827 399,137 431,067
Other interest expense 61,646 51,071 86,948
Allowance for borrowed funds used during construction (14,440) (16,167) (16,531)
Capitalized interest (254) (978) (873)
----------- ---------- ----------
Total interest expense--net 428,779 433,063 500,611
----------- ---------- ----------
Net income 638,581 678,045 672,909
Dividends on preferred stock 40,080 40,722 42,256
----------- ---------- ----------
Earnings available for common stock $ 598,501 $ 637,323 $ 630,653
=========== ========== ==========

Consolidated Statements of Retained Earnings

In thousands Year ended December 31, 1994 1993 1992
------------ ----------------------- ----------- ----------- -----------

Balance at beginning of year $ 2,586,890 $ 2,428,945 $ 2,424,090
Net income 638,581 678,045 672,909
Dividends declared on common stock (501,823) (476,874) (620,956)
Dividends declared on preferred stock (40,080) (40,722) (42,256)
Reacquired capital stock expense -- (2,504) (4,842)
----------- ----------- -----------

Balance at end of year $ 2,683,568 $ 2,586,890 $ 2,428,945
=========== =========== ===========

The accompanying notes are an integral part of these financial statements.
<PAGE 9>

Consolidated Balance Sheets

In thousands December 31, 1994 1993
------------ ------------ ------------- -----------
ASSETS
------

Utility plant, at original cost $19,121,964 $18,436,134
Less--accumulated provision for depreciation
and decommissioning 7,710,227 7,138,289
----------- -----------
11,411,737 11,297,845
Construction work in progress 906,766 857,225
Nuclear fuel, at amortized cost 98,044 148,012
----------- -----------
Total utility plant 12,416,547 12,303,082
----------- -----------

Nonutility property--less accumulated provision
for depreciation of $30,593 and $31,573
at respective dates 77,338 61,838
Nuclear decommissioning trusts 919,351 788,575
Other investments 39,584 20,577
----------- -----------
Total other property and investments 1,036,273 870,990
----------- -----------

Cash and equivalents 192,092 204,919
Receivables, including unbilled revenue, less allowances
of $23,806 and $18,422 for uncollectible accounts
at respective dates 902,090 837,779
Fuel inventory 116,929 120,859
Materials and supplies, at average cost 129,109 104,092
Accumulated deferred income taxes--net 271,308 204,119
Prepayments and other current assets 98,778 97,518
----------- -----------
Total current assets 1,710,306 1,569,286
----------- -----------

Unamortized debt issuance and reacquisition expense 356,557 381,781
Rate phase-in plan 240,730 364,209
Unamortized nuclear plant--net 171,071 273,837
Income tax-related deferred charges 1,816,414 2,016,194
Other deferred charges 327,613 318,949
----------- -----------
Total deferred charges 2,912,385 3,354,970
----------- -----------
Total assets $18,075,511 $18,098,328
=========== ===========

The accompanying notes are an integral part of these financial statements.
<PAGE 10>

Southern California Edison Company

In thousands, except share amounts December 31, 1994 1993
---------------------------------- ------------ ------------- ------------
CAPITALIZATION AND LIABILITIES

Common shareholder's equity:
Common stock (434,888,104 shares outstanding
at each date) $ 2,168,054 $ 2,168,054
Additional paid-in capital 177,351 177,363
Retained earnings 2,683,568 2,586,890

----------- -----------
5,028,973 4,932,307
Preferred stock:
Not subject to mandatory redemption 358,755 358,755
Subject to mandatory redemption 275,000 275,000
Long-term debt 4,987,978 5,233,697
----------- -----------
Total capitalization 10,650,706 10,799,759
----------- -----------
Other long-term liabilities 311,063 266,595
----------- -----------
Current portion of long-term debt 201,275 151,200
Short-term debt 675,514 613,094
Accounts payable 317,082 336,464
Accrued taxes 514,441 394,740
Accrued interest 87,733 89,615
Dividends payable 115,803 162,818
Regulatory balancing accounts--net 55,710 57,932
Deferred unbilled revenue and other current liabilities 779,257 653,233
----------- -----------
Total current liabilities 2,746,815 2,459,096
----------- -----------
Accumulated deferred income taxes--net 3,386,775 3,616,657
Accumulated deferred investment tax credits 399,662 421,338
Customer advances and other deferred credits 580,490 534,883
----------- -----------
Total deferred credits 4,366,927 4,572,878
----------- -----------
Commitments and contingencies
(Notes 2, 8, 9 and 10)
Total capitalization and liabilities $18,075,511 $18,098,328
=========== ===========

The accompanying notes are an integral part of these financial statements.
<PAGE 11>

Consolidated Statements of Cash Flows Southern California Edison Company

In thousands Year ended December 31, 1994 1993 1992
------------- ----------------------- ------------ ------------ ------------

Cash flows from operating activities:
Net income $ 638,581 $ 678,045 $ 672,909
Adjustments for non-cash items:
Depreciation and decommissioning 890,656 892,502 796,653
Amortization 126,131 100,740 143,483
Rate phase-in plan 123,479 123,412 125,570
Deferred income taxes and investment tax credits (102,179) 106,216 (63,792)
Other long-term liabilities 44,468 (75,079) 35,154
Other--net (39,701) (33,666) 46,493
Changes in working capital components:
Receivables (64,311) 14,912 (21,435)
Regulatory balancing accounts (2,222) (29,591) 245,356
Fuel inventory, materials and supplies (21,087) (6,592) 56,968
Prepayments and other current assets (1,260) 78,538 (13,169)
Accrued interest and taxes 117,819 (176,598) (91,473)
Accounts payable and other current liabilities 106,642 (1,554) (123,363)
---------- ---------- ----------
Net cash provided by operating activities 1,817,016 1,671,285 1,809,354
---------- ---------- ----------
Cash flows from financing activities:
Long-term debt issued 964 2,155,919 1,009,624
Preferred stock issued -- 74,598 295,994
Long-term debt repayments (170,224) (2,179,772) (1,301,762)
Preferred stock redemptions -- (86,392) (231,691)
Nuclear fuel financing--net (31,444) 7,663 (126,340)
Short-term debt financing--net 62,420 5,447 (27,771)
Dividends paid (588,917) (516,121) (470,080)
---------- ---------- ----------
Net cash used by financing activities (727,201) (538,658) (852,026)
---------- ---------- ----------

Cash flows from investing activities:
Additions to property and plant (982,277) (1,040,425) (786,859)
Funding of nuclear decommissioning trusts (113,912) (140,955) (131,753)
Other--net (6,453) (13,035) (149)
---------- ---------- ----------
Net cash used by investing activities (1,102,642) (1,194,415) (918,761)
---------- ---------- ----------
Net increase (decrease) in cash and equivalents (12,827) (61,788) 38,567
Cash and equivalents, beginning of year 204,919 266,707 228,140
---------- ---------- ----------
Cash and equivalents, end of year $ 192,092 $ 204,919 $ 266,707
========== ========== ==========
Cash payments for interest and taxes:
Interest $ 365,126 $ 398,151 $ 445,443
Taxes 443,801 454,201 532,310

The accompanying notes are an integral part of these financial statements.
<PAGE 12>

Notes to Consolidated Financial Statements
Southern California Edison Company

Note 1. Summary of Significant Accounting Policies

SCEcorp owns all of the outstanding common stock of Southern California
Edison Company. Edison is a public utility which produces and supplies
electric energy in Central and Southern California. The consolidated
financial statements include Edison and its subsidiaries. Intercompany
transactions have been eliminated.

Edison's accounting policies conform with generally accepted accounting
principles for regulated enterprises and reflect the rate-making policies
of the California Public Utilities Commission (CPUC) and the Federal
Energy Regulatory Commission.

Certain prior-year amounts have been reclassified to conform to the
December 31, 1994, financial statement presentation.

Debt Issuance and Reacquisition Expense

Debt premium, discount and issuance expenses are amortized over the life
of each issue. Under CPUC rate-making procedures, debt reacquisition
expenses are amortized over the remaining life of the reacquired debt or,
if refinanced, the life of the new debt.

Fuel Inventory

Fuel inventory is valued under the last-in, first-out method for fuel oil
and natural gas, and under the first-in, first-out method for coal.

Investments

Cash equivalents include tax-exempt investments ($132 million at December
31, 1994), and time deposits and other investments ($53 million at
December 31, 1994) with maturities of three months or less.

Unrealized gains on equity investments are recorded as a regulatory
liability. Unrealized gains and losses on decommissioning trust funds are
recorded in the accumulated provision for decommissioning.

All investments are classified as available-for-sale.

Nuclear

A CPUC-authorized rate phase-in plan deferred the collection of $200
million in revenue for each unit at Palo Verde Nuclear Generating Station
during the first four years of operation. The deferred revenue (including
interest) is being collected evenly over the final six years of each
unit's plan. The plans end in 1996 for Units 1 and 2, and in 1998 for
Unit 3.

The cost of nuclear fuel, including disposal, is amortized to fuel expense
on the basis of generation. Under CPUC rate-making procedures, nuclear-
fuel financing costs are capitalized until the fuel is placed into
production.

Decommissioning costs are accrued and recovered in rates over the term of
each nuclear facility's operating license through charges to depreciation
expense (see Note 9).

Under the Energy Policy Act of 1992, Edison is liable for its share of the
estimated costs to decommission three federal nuclear enrichment
facilities (based on purchases). These costs, which will be paid over 15
years, are recorded as a fuel cost and recovered through customer rates.

In November 1992, Edison discontinued operation of San Onofre Nuclear
Generating Station Unit 1. Edison will recover its investment, earning
an 8.98% rate of return, by August 1996.
<PAGE 13>

Notes to Consolidated Financial Statements

In October 1994, the CPUC authorized accelerated recovery of Edison's
nuclear plant investments by $75 million per year through 2011, with a
corresponding deceleration in recovery of its transmission and
distribution assets through revised depreciation estimates over their
remaining useful lives.

Regulatory Balancing Accounts

The differences between CPUC-authorized and actual base-rate revenue from
kilowatt-hour sales and CPUC-authorized and actual energy costs are
accumulated in balancing accounts until they are refunded to, or recovered
from, utility customers through authorized rate adjustments (with
interest). Income tax effects on balancing account changes are deferred.

CPUC-established target generation levels act as performance incentives
for Edison's nuclear generating stations. Fuel savings or costs above or
below these targets are shared equally by Edison and its customers through
balancing account adjustments.

Research, Development and Demonstration (RD&D)

Edison capitalizes RD&D costs that are expected to result in plant
construction. If construction does not result, these costs are charged
to expense. RD&D expenses are recorded in a balancing account, and at the
end of the rate-case cycle, any authorized but unspent RD&D funds are
refunded to customers. RD&D expenses were $63 million in 1994, $49
million in 1993 and $40 million in 1992.

Revenue

Operating revenue includes amounts for services rendered but unbilled at
the end of each year.

Utility Plant

Plant additions, including replacements and betterments, are capitalized.
Such costs include direct material and labor, construction overhead and
an allowance for funds used during construction (AFUDC). AFUDC represents
the estimated cost of debt and equity funds that finance utility-plant
construction. AFUDC is capitalized during plant construction and reported
in current earnings. AFUDC is recovered in rates through depreciation
expense over the useful life of the related asset. Depreciation of
utility plant is computed on a straight-line, remaining-life basis.

Replaced or retired property and removal costs less salvage are charged
to the accumulated provision for depreciation.

Note 2. Regulatory Matters

1995 General Rate Case Proposed Settlement Agreement

Edison's unrecovered investment in Units 2 and 3 (approximately $2.7
billion) would be collected over an eight-year period earning a reduced
rate of return of 7.78%, compared to the current 9.8%. Under the
incentive pricing plan, which would replace traditional regulation and
rate-recovery, Edison will receive approximately 4 cents per kilowatt-
hour to cover its portion of San Onofre's ongoing operating and
incremental capital expenditures during the eight-year period. At the end
of this period, customers would bear no further obligation for the units,
except certain costs associated with decommissioning and permanent
closure. Edison may then sell power generated by San Onofre under prices,
terms and conditions which conform to any then-existing regulatory
procedures.
<PAGE 14>

Southern California Edison Company

The $67 million revenue reduction has been included in 1995 rates. This
reduction may change depending on the CPUC's final decision expected in
mid-1995.

CPUC Electric Utility Industry Restructuring Proposal

During 1994, the CPUC issued a proposal and held several hearings for
restructuring California's electric utility industry. Under the proposal,
large electric customers would have the option for direct access to a
range of generation providers, including utilities, beginning in 1996.
As proposed, eligibility would expand gradually, until all customers,
including residential customers, would have the option for direct access
to this competitive generation market by 2002. Edison would continue to
provide transmission and distribution service to all customers in its
service territory and performance-based regulation would replace existing
regulation for such services. The proposal also stated that utilities
should be entitled to recover the portion of their generation investments
rendered uneconomic in the new direct access environment. Edison's
response to the CPUC's proposal recommended the creation of a regional
competitive market with an independent power pool that would act as an
intermediary between all power consumers and suppliers and urged that the
CPUC provide that costs previously incurred to serve the state's
electricity needs under current regulatory rules be recovered fairly from
all customers. In anticipation of obstacles in implementing the CPUC's
proposal due to regulatory, legislative and jurisdictional issues, Edison
also recommended the adoption of performance-based ratemaking for its
generation operations until direct access phase-in begins.

During the CPUC hearings, Edison stressed that its competitive power
market proposal would provide all electric customers with the benefits of
a competitive marketplace, reliability and operating efficiency and
proposed a schedule for implementing Edison's competitive market plan with
customer choice beginning in 1998. Subsequent to the CPUC proposal, the
state legislature passed a resolution requesting the CPUC to withhold
implementation of any restructuring plan until its impact can be evaluated
by the legislature and governor. The CPUC issued an interim report to the
state legislature on January 24, 1995, describing the positions of the
parties and CPUC activities to date, and plans to issue a proposed policy
decision for public comment on March 22, 1995. Its policy decision would
become effective no sooner than September 1995.

Mohave Generating Station

A 1994 CPUC decision stated that Edison was liable for expenditures
related to a 1985 accident at the Mohave Generating Station. The CPUC
ordered a second phase of this proceeding to quantify the disallowance.
Edison believes that the final outcome of this matter will not materially
affect its results of operations.
<PAGE 15>

Notes to Consolidated Financial Statements

Note 3. Financial Instruments

Long-Term Debt

California law prohibits Edison from incurring or guaranteeing debt for
its nonutility affiliates.

Almost all Edison properties are subject to a trust indenture lien.

Edison has pledged first and refunding mortgage bonds as security for
borrowed funds obtained from pollution-control bonds issued by government
agencies. Edison uses these proceeds to finance construction of
pollution-control facilities. Bondholders have limited discretion in
redeeming certain pollution-control bonds, and Edison has arranged with
securities dealers to remarket or purchase them if necessary.

Commercial paper intended to be refinanced for a period exceeding one year
and used to finance nuclear fuel scheduled to be used more than one year
after the balance sheet date, is classified as long-term debt.

Long-term debt maturities and sinking-fund requirements for the next five
years are: 1995--$201 million; 1996--$1 million; 1997--$501 million; 1998
--$447 million; and 1999--$155 million.

Long-term debt consisted of:

In millions December 31, 1994 1993
----------- ------------- ------ ------
First and refunding mortgage bonds:

1995--1998 (5.45% to 6.125%) $ 850 $ 850
1999--2003 (5.625% to 7.5%) 700 700
2004--2026 (5.875% to 9.25%) 1,975 1,993
Pollution-control bonds:
1999--2027 (5.4% to 7.2% and variable) 1,206 1,208
Funds held by trustees (2) (2)
Debentures and notes:
1998--2003 (5.6% to 7.375%) 495 645
Commercial paper for nuclear fuel 39 70
Long-term debt due within one year (201) (151)
Unamortized debt discount--net (74) (79)
------ ------
Total $4,988 $5,234
====== ======

On February 7, 1995, Edison issued $100 million of 8.25% notes, due 2000.

Short-Term Debt

Edison has lines of credit it can use at negotiated or bank index rates.
At December 31, 1994, such lines totaled $1.2 billion, with $700 million
supporting commercial paper and $500 million available for the long-term
refinancing of certain variable-rate pollution-control debt.

Short-term debt consisted of commercial paper used to finance fuel
inventories, balancing account undercollections and general cash
requirements. Commercial paper outstanding at December 31, 1994, and
1993, was $717 million and $685 million (with $39 million and $70 million
reclassified as long-term), respectively. Weighted-average interest rates
were 4.2% and 3.2%, at December 31, 1994, and 1993, respectively.

Other Financial Instruments

Edison's risk management policy allows the use of derivative financial
instruments to limit financial exposure on its investments and contractual
obligations, but prohibits the use of these instruments for speculative
purposes.
<PAGE 16>

Southern California Edison Company

Interest rate swaps and caps are used to reduce the potential impact of
interest rate fluctuations on floating rate long-term debt. The debt
related to these agreements is reported on the balance sheets at amortized
cost; the swap and cap agreements are not required to be recorded on the
financial statements. Edison is exposed to credit loss in the event of
nonperformance by counterparties to these agreements, but does not expect
the counterparties to fail to meet their obligations.

Edison had the following derivative financial instruments at December 31,
1994:

Category Contract Amount/Terms Purpose
-------- --------------------- -------

Interest rate swaps $196 million change interest rate exposure
due 2008 to a fixed rate of 5.585%

Interest rate cap $30 million change interest rate exposure
expires 1997 to a fixed rate of 6%
debt due 2027

Fair values of financial instruments were:

December 31, 1994 1993
------------- ---- ----
Carrying Fair Carrying Fair
Instrument In millions Amount Value Amount Value
---------- ----------- -------- ----- -------- -----

Financial assets:*
Decommissioning trusts $ 920 $ 919 $ 789 $ 853
Equity investments 9 26 9 31

Financial liabilities:
Interest rate swap & cap agreements -- 1 -- 29
Long-term debt 4,988 4,763 5,234 5,579
Nuclear enrichment obligation 66 45 72 59
Preferred stock subject to mandatory redemption 275 257 275 291

*Carrying amounts represent cost basis.

Financial assets are recorded at fair value in 1994. The fair values were
based on quoted market prices. Financial liabilities' fair values were
based on: termination costs--interest rate swap and cap agreements;
brokers' quotes--long-term debt and preferred stock; and discounted future
cash flows--nuclear enrichment obligation. Amounts reported for cash
equivalents and short-term debt approximate fair value, due to the
instruments' short maturities.

Note 4. Equity

The CPUC regulates Edison's capital structure, limiting the dividends it
may pay SCEcorp.

Authorized common stock is 560 million shares with no par value. Edison
split its stock two-for-one, effective June 1, 1993. Authorized shares
of preferred and preference stock are: $25 cumulative preferred--24
million; $100 cumulative preferred--12 million; and preference--50
million. All cumulative preferred stocks are redeemable. Mandatorily
redeemable preferred stocks are subject to sinking-fund provisions. When
preferred shares are redeemed, the premiums paid are charged to common
equity. There are no preferred stock redemption requirements for the next
five years.
<PAGE 17>

Notes to Consolidated Financial Statements

Cumulative preferred stock consisted of:

Dollars in millions, except per-share amounts December 31, 1994 1993
--------------------------------------------- ------------ ---- ----
December 31, 1994
--------------------------
Shares Redemption
Outstanding Price
------------ ----------
Not subject to mandatory redemption:
$25 par value:

4.08% Series 1,000,000 $ 25.50 $ 25 $ 25
4.24 1,200,000 25.80 30 30
4.32 1,653,429 28.75 41 41
4.78 1,296,769 25.80 33 33
5.80 2,200,000 25.25 55 55
7.36 4,000,000 25.00 100 100

$100 par value:
7.58% Series 750,000 101.00 75 75
---- ----
Total $359 $359
---- ----
Subject to mandatory redemption:
$100 par value:
6.05% Series 750,000 $100.00 $ 75 $ 75
6.45 1,000,000 100.00 100 100
7.23 1,000,000 100.00 100 100
---- ----
Total $275 $275
==== ====

There were no preferred stock issuances or redemptions in 1994. Issuances
and redemptions in 1993 and 1992 were:

Shares in thousands Year ended December 31, 1993 1994
------------------- ----------------------- ------ ------
Series:

6.05% 750 --
6.45 -- 1,000
7.23 -- 1,000
7.325 (427) (30)
7.36 -- 4,000
7.80 (411) (18)
8.54 -- (547)
8.70 -- (500)
8.70A -- (394)
8.96 -- (500)
12.31 -- (277)
----- -----
Net issuances (redemptions) (88) 3,734
===== =====

Note 5. Income Taxes

Edison and its subsidiaries will be included in SCEcorp's consolidated
federal income tax and combined state franchise tax returns. Under income
tax allocation agreements, each subsidiary calculates its own tax
liability.

Change in Accounting Principle

Edison adopted a new income tax accounting standard in 1993 that requires
the balance sheet method to account for income taxes. Financial
statements prior to adoption reflect income taxes accounted for under the
income statement method. The cumulative effect of adoption increased 1993
earnings by $8 million and total assets and liabilities by about $2
billion.
<PAGE 18>

Southern California Edison Company

Current and Deferred Taxes

Income tax expense includes the current tax liability from operations and
the change in deferred income taxes during the year. Investment tax
credits are amortized over the lives of the related properties.

The components of the net accumulated deferred income tax liability were:

In millions December 31, 1994 1993
----------- ------------ ---- ----
Deferred tax assets:

Property-related $ 260 $ 240
Investment tax credits 237 310
Regulatory balancing accounts 85 171
Other 521 536
-------- --------
Total $ 1,103 $ 1,257
-------- --------
Deferred tax liabilities:
Property-related $ 3,706 $ 4,030
Other 513 640
--------- --------
Total $ 4,219 $ 4,670
--------- --------

Accumulated deferred income taxes--net $ 3,116 $3,413
========= ========
Classification of accumulated deferred income taxes:
Included in deferred credits $ 3,387 $3,617
Included in current assets 271 204

The current and deferred components of income tax expense were:

In millions Year ended December 31, 1994 1993 1992
----------- ----------------------- ---- ---- ----
Current:

Federal $431 $219 $388
State 123 83 119
---- ---- ----

554 302 507
---- ---- ----

Deferred--federal and state:
Accrued charges (25) (38) (8)
Depreciation 46 62 127
Investment and energy tax credits--net (22) (26) (21)
Rate phase-in plan (51) (51) (50)
Regulatory balancing accounts (7) 118 (121)
Resale revenue 8 26 34
Retirement of debt (9) 33 (5)
Other (42) (18) (19)
---- ---- ----
(102) 106 (63)
---- ---- ----
Total income tax expense $452 $408 $444
==== ==== ====
Classification of income taxes:
Included in operating income $508 $506 $520
Included in other income (56) (98) (76)

The composite federal and state statutory income tax rate was 41.045% for
1994 and 1993, and 40.138% for 1992.
<PAGE 19>

Notes to Consolidated Financial Statements

The federal statutory income tax rate is reconciled to the effective tax
rate below:

Year ended December 31, 1994 1993 1992
----------------------- ---- ---- ----

Federal statutory rate 35.0% 35.0% 34.0%
Depreciation and related timing differences not deferred 5.3 5.8 3.2
Capitalized software (2.1) (1.8) 0.3
Investment and energy tax credits (2.0) (2.4) (1.9)
State tax--net of federal deduction 5.7 5.5 4.6
Other (0.4) (4.5) (0.5)
---- ---- ----
Effective tax rate 41.5% 37.6% 39.7%
==== ==== ====

Note 6. Employee Benefit Plans

Pension Plan

Edison has a noncontributory, defined-benefit pension plan that covers
employees meeting minimum service requirements. Benefits are based on
years of accredited service and average base pay. Edison funds the plan
on a level-premium actuarial method. These funds are accumulated in an
independent trust. Annual contributions meet minimum legal funding
requirements and do not exceed the maximum amounts deductible for income
taxes. Prior service costs from pension plan amendments are funded over
30 years. Plan assets are primarily common stocks, corporate and
government bonds, and short-term investments.

The plan's funded status was:

In millions December 31, 1994 1993
----------- ------------ ------ ------
Actuarial present value of benefit obligations:

Vested benefits $1,260 $1,340
Nonvested benefits 147 164
------ ------
Accumulated benefit obligation 1,407 1,504
Value of projected future compensation levels 450 551
------ ------

Projected benefit obligation $1,857 $2,055
------ ------
Fair value of plan assets $2,194 $2,196
------ ------
Projected benefit obligation less than plan assets $ (337) $ (141)
Unrecognized net gain 451 248
Unrecognized prior service cost (5) (5)
Unrecognized net obligation (17-year amortization) (54) (59)
------ ------
Pension liability $ 55 $ 43
====== ======
Discount rate 8.5% 7.25%
Rate of increase in future compensation 5.0% 5.0%
Expected long-term rate of return on assets 8.0% 8.0%

Southern California Edison Company

Edison recognizes pension expense calculated under the actuarial method
used for ratemaking.

The components of pension expense were:

In millions Year ended December 31, 1994 1993 1992
----------- ----------------------- -------- ------ -------

Net pension expense:
Service cost for benefits earned $ 67 $ 69 $ 55
Interest cost on projected benefit obligation 148 138 127
Actual return on plan assets (28) (289) (86)
Net amortization and deferral (140) 141 (63)
------ ----- -----
Pension expense under accounting standards 47 59 33
Special termination benefits 15 -- --
Regulatory adjustment (deferred) 1 (11) 14
------ ----- -----

Net pension expense recognized $ 63 $ 48 $ 47
====== ===== =====

Postretirement Benefits Other Than Pensions

Employees retiring at or after age 55, with at least 10 years of service,
are eligible for postretirement health care, dental, life insurance and
other benefits. Health care benefits are subject to deductibles,
copayment provisions and other limitations.

In 1993, Edison adopted a new accounting standard for postretirement
benefits other than pensions, which requires the expected cost of these
benefits to be charged to expense during employees' years of service.
Edison is amortizing its obligation related to prior service over 20
years.

Edison funds these benefits (by contributions to independent trusts) up
to tax-deductible limits, in accordance with rate-making practices.
Edison began funding its liability for these benefits in 1991. Amounts
funded prior to 1993 were amortized and recovered in rates over 12 months.
Any difference between expense determined under the new standard and
amounts authorized for rate recovery is not expected to be material and
will be charged to earnings.

Trust assets are primarily common stocks, corporate and government bonds,
and short-term investments.

The components of postretirement benefits other than pensions expense
were:

In millions Year ended December 31, 1994 1993 1992*
----------- ----------------------- ---- ---- -----

Service cost for benefits earned $ 29 $ 26 $ 29
Interest cost on projected benefit obligation 72 66 --
Actual return on plan assets (20) (12) --
Amortization of transition obligation 36 36 --
----- ----- -----
Net expense 117 116 29
Amortization of prior funding 2 48 56
------ ------ ------
Total expense $ 119 $ 164 $ 85
====== ====== ======

*In 1992, the costs of these benefits were recognized as they were paid or
funded.
<PAGE 21>

Notes to Consolidated Financial Statements

The funded status of these benefits is reconciled to the recorded
liability below:

In millions December 31, 1994 1993
----------- ------------ ---- ----
Actuarial present value of benefit obligation:

Retirees $ 530 $ 512
Employees eligible to retire 47 87
Other employees 293 358
------ ------
Accumulated benefit obligation $ 870 $ 957
------ ------
Fair value of plan assets $ 303 $ 210
------ ------
Accumulated benefit obligation in excess of plan assets $ (567) $ (747)
Unrecognized transition obligation 622 688
Unrecognized net loss (gain) (50) 59
------ ------
Recorded asset (liability) $ 5 $ --
====== ======
Discount rate 8.75% 7.75%
Expected long-term rate of return on assets 8.5% 8.5%

The assumed rate of future increases in the per-capita cost of health care
benefits is 11% for 1995, gradually decreasing to 5.5% for 2005 and
beyond. Increasing the health care cost trend rate by one percentage
point would increase the accumulated obligation as of December 31, 1994,
by $135 million and annual aggregate service and interest costs by $18
million.

Employee Savings Plan

Edison has a 401(k) stock plan designed to supplement employees'
retirement income. The plan received employer contributions of $21
million in both 1994 and 1993, and $20 million in 1992.

Note 7. Jointly Owned Utility Projects

Edison owns interests in several generating stations and transmission
systems for which each participant provides its own financing. Edison's
share of expenses for each project is included in the consolidated
statements of income.

The investment in each project, as included in the consolidated balance
sheet as of December 31, 1994, was:

Plant in Accumulated Under Ownership
In millions Service Depreciation Construction Interest
----------- -------- ------------ ------------ ---------
Transmission systems:

Eldorado $ 29 $ 11 $ 2 60%
Pacific Intertie 213 64 7 50
Generating stations:
Four Corners (coal) Units 4 and 5 456 223 2 48
Mohave (coal) 285 139 13 56
Palo Verde (nuclear) 1,557 315 22 16
San Onofre (nuclear) 4,118 1,413 72 75
------- ------- ------
Total $ 6,658 $ 2,165 $ 118
======= ======== ======

Southern California Edison Company

Note 8. Leases

Edison has operating leases, primarily for vehicles, with varying terms,
provisions and expiration dates.

Estimated remaining commitments for noncancelable leases at December 31,
1994, were:

Year ended December 31, In millions
----------------------- -----------

1995 $24
1996 19
1997 15
1998 12
1999 8
Thereafter 10
---
Total $88
===

Note 9. Commitments

Nuclear Decommissioning

Edison expects to decommission its nuclear generating facilities at the
end of their useful lives by a prompt removal method authorized by the
Nuclear Regulatory Commission. Decommissioning is estimated to cost $1.7
billion in current-year dollars (based on site-specific studies performed
in 1993 for San Onofre and 1992 for Palo Verde). Decommissioning is
scheduled to begin in 2013 at San Onofre and 2024 at Palo Verde. San
Onofre Unit 1, which shut down in 1992, will be stored until
decommissioning begins at the other San Onofre units.

Decommissioning costs, which are recovered through customer rates, are
recorded as a component of depreciation expense. Decommissioning expense
was $122 million in 1994, $141 million in 1993 and $132 million in 1992.
The accumulated provision for decommissioning was $919 million at December
31, 1994, and $797 million at December 31, 1993. The estimated costs to
decommission San Onofre Unit 1 ($242 million) are recorded as a liability.

Decommissioning funds collected in rates are placed in independent trusts,
which, together with accumulated earnings, will be utilized solely for
decommissioning.

Trust investments include:

Maturity
In millions Dates December 31, 1994 1993
----------- ---------- ------------ -------- --------

Municipal bonds 1996-2021 $ 447 $ 680
Stocks -- 258 51
U.S. government and agency issues 1998-2023 98 36
Short-term investments and other 1994 117 22
------- -------
Trust fund balance (at cost) $ 920 $ 789
======= =======

Trust fund earnings (based on specific identification) increase the trust
fund balance and the accumulated provision for decommissioning. Net
earnings were $26 million in 1994, $45 million in 1993 and $35 million in
1992. Proceeds from sales of securities (which are reinvested) were $1.1
billion in 1994, $372 million in 1993 and $463 million in 1992.
Approximately 87% of the trust fund contributions were tax-deductible.

The Financial Accounting Standards Board is reviewing current accounting
practices for removal costs, including decommissioning of nuclear power
plants, to determine the proper accounting classification and measurement
criteria for these costs. If current industry accounting practices are
changed, Edison could be required to report its estimated decommissioning
costs as a liability, rather than recognize these costs over the term of
each facility's operating license. In addition, trust fund earnings
could be recognized
<PAGE 23>

Notes to Consolidated Financial Statements

as investment income, rather than a component of the accumulated provision
for decommissioning. Edison does not believe that such changes, if any,
would have an adverse effect on its results of operations due to its
current and expected future ability to recover these costs through
customer rates.

Other Commitments

Edison has fuel supply contracts which require payment only if the fuel
is made available for purchase.

Edison has power-purchase contracts with certain qualifying facilities
(cogenerators and small power producers) and other utilities. The
qualifying facility contracts provide for capacity payments if a facility
meets certain performance obligations and energy payments based on actual
power supplied to Edison. There are no requirements to make debt-service
payments.

Edison has unconditional purchase obligations for part of a power plant's
generating output, as well as firm transmission service from another
utility. Minimum payments are based, in part, on the debt-service
requirements of the provider, whether or not the plant or transmission
line is operable. The purchased-power contract is not expected to provide
more than 5% of current or estimated future operating capacity. Edison's
minimum commitment under both contracts is approximately $225 million
through 2017.

Certain commitments for the years 1995 through 1999 are estimated below:

In millions 1995 1996 1997 1998 1999
----------- ----- ----- ----- ----- -----

Construction expenditures $ 988 $ 991 $ 980 $ 924 $ 857
Fuel supply contracts 331 194 190 177 178
Purchased-power capacity payments 782 772 767 770 773
Unconditional purchase obligations 11 11 11 10 10

Note 10. Contingencies

In addition to the matters disclosed in these notes, Edison is involved
in legal, tax and regulatory proceedings before various courts and
governmental agencies with regard to matters arising in the ordinary
course of business. Edison believes that the final outcome of these
proceedings will not materially affect its results of operations.

Environmental Protection

Southern California Edison Company

inherent in the estimation process, such as: the extent and nature of
contamination; the scarcity of reliable data for identified sites; the
varying costs of alternative cleanup methods; developments resulting from
investigatory studies; the possibility of identifying additional sites;
and the time periods over which site remediation is expected to occur.
Edison believes that, due to these uncertainties, it is reasonably
possible that cleanup costs could exceed its recorded liability by up to
$215 million. The upper limit of this range of costs was estimated using
assumptions least favorable to Edison among a range of reasonably possible
outcomes.

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

The CPUC allows Edison to recover environmental-cleanup costs at 23 of its
sites, representing $90 million of Edison's recorded liability, through
an incentive mechanism (Edison may request to include additional sites).
Under this mechanism, Edison will recover 90% of cleanup costs through
customer rates; shareholders fund the remaining 10%, with the opportunity
to recover these costs through insurance and other third-party recoveries.
Edison settled an insurance claim with one carrier, and is pursuing
additional recovery from several other carriers. Costs incurred at the
remaining 35 sites are expected to be recovered through customer rates.
Edison has recorded a regulatory asset of $104 million for its estimated
minimum environmental-cleanup costs expected to be recovered through
customer rates.

Nuclear Insurance

Federal law limits public liability claims from a nuclear incident to $9
billion. Edison and other owners of San Onofre and Palo Verde have
purchased the maximum private primary insurance available ($200 million).
The balance is covered by the industry's retrospective rating plan that
uses deferred premium charges. Federal regulations require this secondary
level of financial protection. The Nuclear Regulatory Commission exempted
San Onofre Unit 1 from this secondary level, effective June 1994. The
maximum deferred premium for each nuclear incident is $79 million per
reactor, but not more than $10 million per reactor may be charged in any
one year for each incident. Based on its ownership interests, Edison
could be required to pay a maximum of $158 million per nuclear incident.
However, it would have to pay no more than $20 million per incident in any
one year. Such amounts include a 5% surcharge if additional funds are
needed to satisfy public liability claims and are subject to adjustment
for inflation.

Property damage insurance covers losses up to $500 million, including
decontamination costs, at San Onofre and Palo Verde. Decontamination
liability and property damage coverage exceeding the primary $500 million
also has been purchased in amounts greater than federal requirements.
Additional insurance covers part of replacement power expenses during an
accident-related nuclear unit outage. These policies are issued primarily
by mutual insurance companies owned by utilities with nuclear facilities.
If losses at any nuclear facility covered by the arrangement were to
exceed the accumulated funds for these insurance programs, Edison could
be assessed retrospective premium adjustments of up to $42 million per
year. Insurance premiums are charged to operating expense.
<PAGE 25>

Responsibility for Financial Reporting

The responsibility for the integrity of the accompanying financial
statements rests with Southern California Edison Company management. The
statements have been prepared in accordance with generally accepted
accounting principles and necessarily include management's estimates and
judgment after giving due consideration to materiality.

Edison maintains systems of internal control to provide reasonable, but
not absolute, assurance that assets are safeguarded, transactions are
executed in accordance with management's authorization and the accounting
records may be relied upon for the preparation of the financial
statements. There are limits inherent in all systems of internal control,
the design of which involves management's judgment and the recognition
that the costs of such systems should not exceed the benefits to be
derived. Edison believes its systems of internal control achieve this
appropriate balance. These systems are augmented by internal audit
programs through which the adequacy and effectiveness of internal
controls, policies and procedures are monitored, evaluated and reported
to management. Actions are taken to correct deficiencies as they are
identified.

Arthur Andersen LLP, Edison's independent public accountants, considered
Edison's systems of internal control in order to determine the scope of
its auditing procedures for the purpose of expressing an informed opinion
on the fairness, in all material respects, of Edison's reported results
of operations, cash flows and financial position.

As a further measure to assure the ongoing objectivity of financial
information, the audit committee of the board of directors, which is
composed of outside directors, meets periodically, both jointly and
separately, with management, the independent public accountants and
internal auditors, who have unrestricted access to the committee. The
committee recommends annually to the board of directors the appointment
of a firm of independent public accountants to conduct audits of its
financial statements; considers the independence of such firm and the
overall adequacy of the audit scope and Edison's systems of internal
control; reviews financial reporting issues; and is advised of
management's actions regarding financial reporting and internal control
matters.

Edison maintains high standards in selecting, training and developing
personnel to assure that its operations are conducted in conformity with
applicable laws and is committed to maintaining the highest standards of
personal and corporate conduct. Management maintains programs to
encourage and assess compliance with these standards.

Richard K. Bushey John E. Bryson
Vice President Chairman of the Board
and Controller and Chief Executive Officer

February 3, 1995
<PAGE 26>

Report of Independent Public Accountants
Southern California Edison Company

To the Shareholders and the Board of Directors,
Southern California Edison Company:

We have audited the accompanying consolidated balance sheets of Southern
California Edison Company (Edison, a California corporation) and its
subsidiaries as of December 31, 1994 and 1993, and the related
consolidated statements of income, retained earnings and cash flows for
each of the three years in the period ended December 31, 1994. These
financial statements are the responsibility of Edison's management. Our
responsibility is to express an opinion on these financial statements
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Edison and its
subsidiaries as of December 31, 1994, and 1993, and the results of their
operations and their cash flows for each of the three years in the period
ended December 31, 1994, in conformity with generally accepted accounting
principles.

As discussed in Note 2, the California Public Utilities Commission has
issued a proposal for restructuring the California electric utility
industry. If restructuring occurs, it is uncertain if certain costs and
obligations incurred to serve customers under the existing regulatory
framework will continue to be recovered. Edison has proposed recovery of
these costs through a competition transition charge mechanism. It is also
uncertain whether Edison will continue to meet the criteria for applying
Statement of Financial Accounting Standards No. 71, "Accounting for the
Effects of Certain Types of Regulation" to all of its operations if a new
regulatory framework is adopted. Edison is unable to predict the outcome
of restructuring and the accompanying financial statements do not include
adjustments related to the potential effects of restructuring.

As discussed in Notes 5 and 6 to the financial statements, and as required
by generally accepted accounting principles, Edison changed its methods
of accounting for income taxes and postretirement benefits other than
pensions in 1993.

ARTHUR ANDERSEN LLP

Los Angeles, California
February 3, 1995
<PAGE 27>

EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation
by reference of our report dated February 3, 1995, (the Report of
Independent Public Accountants) appearing on page 27 of the 1994 Annual
Report of Southern California Edison Company (Exhibit 13 included herein)
in this Annual Report on Form 10-K for the year ended December 31, 1994,
of Southern California Edison Company (Edison). It should be noted that
we have not audited any financial statements of Edison subsequent to
December 31, 1994 or performed any audit procedures subsequent to the date
of our report.

We further consent to the incorporation by reference of the
above-mentioned Report of Independent Public Accountants, incorporated by
reference in this Annual Report on Form 10-K, and to the incorporation by
reference of our report (the Report of Independent Public Accountants on
Supplemental Schedule), appearing on page 23 of this Annual Report on Form
10-K, in the Edison Registration Statements which follow:

Registration Form File No. Effective Date
----------------- -------- --------------

Form S-3 33-53288 November 6, 1992
Form S-3 33-53290 November 6, 1992
Form S-3 33-50251 September 21, 1993

ARTHUR ANDERSEN LLP

Los Angeles, California
March 27, 1995

EXHIBIT 24.1

SOUTHERN CALIFORNIA EDISON COMPANY

POWER OF ATTORNEY

The undersigned, Southern California Edison Company, a California
corporation, and certain of its officers and/or directors do each hereby
constitute and appoint JOHN E. BRYSON, BRYANT C DANNER, ALAN J. FOHRER, R.
K. BUSHEY, C. ALEX MILLER, KENNETH S. STEWART, W. J. SCILACCI, JAMES R.
BERG, L. C. CLARK, PATRICIA N. GLAZIER, VICTORIA W. SCHWARTZ, DOROTHY J.
FULCO, JOHN STADNIK, THOMAS J. DENNIS, and CHARLES COOKE, or any one of
them, to act as attorney-in-fact, for and in their respective names,
places, and steads, to execute, sign, and file or cause to be filed an
Annual Report on Form 10-K for the fiscal year ended December 31, 1994,
the quarterly reports on Form 10-Q for each of the first three quarters of
fiscal year 1995, from time to time during 1995 any Current Reports on
Form 8-K, and any and all supplements and amendments thereto, to be filed
by Southern California Edison Company with the Securities and Exchange
Commission, under the Securities Exchange Act of 1934, as amended, for the
purpose of complying with Sections 13 or 15(d) of the Securities Exchange
Act of 1934, granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform all and every act and thing
whatsoever requisite, necessary and appropriate to be done in and about
the premises as fully and to all intents and purposes as the undersigned
or any of them might or could do if personally present, hereby ratifying
and approving the acts of each of said attorneys-in-fact.

Executed at Rosemead, California, as of this 16th day of February,
1995.

SOUTHERN CALIFORNIA EDISON COMPANY

By John E. Bryson
--------------------------------
Chairman of the Board and
Chief Executive Officer
(Seal)

Attest:

Kenneth S. Stewart
---------------------------------
Secretary

Principal Executive Officer:

John E. Bryson
--------------------------------- Chairman of the Board, Chief
John E. Bryson Executive Officer and Director

Principal Financial Officer:

Alan J. Fohrer
--------------------------------- Senior Vice President
Alan J. Fohrer and Chief Financial Officer

Controller and Principal Accounting Officer:

R. K. Bushey
--------------------------------- Vice President
R. K. Bushey and Controller

Directors:

Howard P. Allen J. J. Pinola
-------------------- Director ---------------------- Director
Howard P. Allen J. J. Pinola

N. Barker, Jr. James M. Rosser
-------------------- Director ---------------------- Director
N. Barker, Jr. James M. Rosser

Camilla C. Frost Henry T. Segerstrom
-------------------- Director ---------------------- Director
Camilla C. Frost Henry T. Segerstrom

Walter B. Gerken E. L. Shannon, Jr.
-------------------- Director ----------------------- Director
Walter B. Gerken E. L. Shannon, Jr.

Joan C. Hanley Robert H. Smith
--------------------- Director ----------------------- Director
Joan C. Hanley Robert H. Smith

Carl F. Huntsinger Daniel M. Tellep
--------------------- Director ----------------------- Director
Carl F. Huntsinger Daniel M. Tellep

Charles D. Miller James D. Watkins
--------------------- Director ----------------------- Director
Charles D. Miller James D. Watkins

Edward Zapanta
--------------------- Director ----------------------- Director
Luis G. Nogales Edward Zapanta

EXHIBIT 24.2

I, MOLLY K. BYRD, Assistant Secretary of SOUTHERN CALIFORNIA EDISON
COMPANY, certify that the attached is an accurate and complete copy of a
resolution of the Board of Directors of the corporation, dully adopted at
a meeting of its Board of Directors held on February 16, 1995.

Dated: March 27, 1995

Molly K. Byrd
----------------------------------
Assistant Secretary
SOUTHERN CALIFORNIA EDISON COMPANY

RESOLUTION OF THE BOARD OF DIRECTORS OF

SOUTHERN CALIFORNIA EDISON COMPANY

Adopted: February 16, 1995

RE: ANNUAL REPORT ON FORM 10-K

WHEREAS, the Securities Exchange Act of 1934 and regulations
thereunder require that Annual, Quarterly and Current Reports be filed
with the Securities and Exchange Commission ("Commission"); and it is
desirable to effect such filings over the signatures of attorneys-in-fact;

NOW, THEREFORE, BE IT RESOLVED, that each of the officers of this
corporation is hereby authorized to file or cause to be filed with the
Commission the Annual Report on Form 10-K of this corporation for the year
ended December 31, 1994, Quarterly Reports on Form 10-Q for each of the
first three quarters of 1995, Current Reports on Form 8-K as needed, and
any required or appropriate supplements or amendments to such reports, all
in such forms as the officer acting or counsel for this corporation
considers appropriate.

BE IT FURTHER RESOLVED, that each of the officers of this corporation
is hereby authorized to execute and deliver on behalf of this corporation
and in its name a power of attorney appointing John E. Bryson, Bryant C.
Danner, Alan J. Fohrer, R. K. Bushey, C. Alex Miller, Kenneth S. Stewart,
W. J. Scilacci, James R. Berg, L. C. Clark, Patricia N. Glazier, Victoria
W. Schwartz, Dorothy J. Fulco, John Stadnik, Thomas J. Dennis, and Charles
Cooke, and each of them, to act severally as attorney-in-fact for this
corporation for the purpose of executing and filing with the Commission
the above-described reports and any amendments and supplements thereto.