SC TO-I/A

                                        SECURITIES AND EXCHANGE COMMISSION
                                              Washington, D.C. 20549
                                                 ----------------

                                                  AMENDMENT NO. 1
                                                    SCHEDULE TO
                                                   (Rule 13e-4)
                             TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
                                      OF THE SECURITIES EXCHANGE ACT OF 1934
                                                 ----------------

                                               EDISON INTERNATIONAL
                      (Name of Subject Company (Issuer) and Name of Filing Person (Offeror))
                                                 ----------------

 Stock Options To Purchase Common Stock, Without Par Value, of Edison International Granted in the Year 2000 Under
          The Edison International Equity Compensation Plan and The Edison International 2000 Equity Plan
                                          (Title of Class of Securities)
                                                 ----------------

                                                     281020107
                                       (CUSIP Number of Class of Securities)
                                                 ----------------

                                                Kenneth S. Stewart
                      Assistant General Counsel and Assistant Secretary, Edison International
                               2244 Walnut Grove Avenue, Rosemead, California 91770
                                                  (626) 302-2222
                             (Name, Address and Telephone Numbers of Person Authorized
                        to Receive Notices and Communications on Behalf of Filing Persons))

                                             CALCULATION OF FILING FEE
=========================================================== ========================================================
                   Transaction Value(1)                                            Amount of
                                                                                 Filing Fee(2)
- ----------------------------------------------------------- --------------------------------------------------------
                       $58,053,930                                                  $11,611
=========================================================== ========================================================

(1) Calculated  solely for the purpose of  determining  the amount of the filing  fee.  This  amount  assumes  that
    options to  purchase  11,036,200  shares of Edison  International  Common  Stock,  without  par value  ("Common
    Stock"),  will be cancelled  pursuant to this offer in exchange for 3,743,000  deferred  stock units related to
    the Common  Stock.  If vested,  each  deferred  stock unit will be paid in the form of a single share of Common
    Stock.  The  transaction  value,  therefore,  is based on the  average of the high and low prices of a share of
    Common Stock as reported in the  consolidated  reporting  system of the New York Stock  Exchange on October 23,
    2001 for the estimated maximum 3,743,000 shares of Common Stock that may be issued in respect of this offer.

(2) The amount of the filing fee,  calculated in accordance with Rule 0-11 of the Securities  Exchange Act of 1934,
    as amended, equals 1/50th of 1% of the transaction value.

|X|  Check the box if any part of the fee is offset as provided by Rule  0-11(a)(2)  and  identify  the filing with
     which the  offsetting  fee was  previously  paid.  Identify  the  previous  filing by  registration  statement
     number, or the Form or Schedule and the date of its filing.

                  Amount Previously Paid:  $11,611                            Filing Party:  Edison International
                  Form or Registration No.:  Schedule TO                      Date  Filed:   October 26, 2001

|_|  Check the box if the filing relates solely to preliminary  communications  made before the  commencement  of a
     tender offer.

     Check the appropriate boxes below to designate any transactions to which the statement relates:
        |_|       third-part tender offer subject to Rule 14d-1.
        |X|       issuer tender offer subject to Rule 13e-4.
        |_|       going-private transaction subject to Rule 13e-3.
        |_|       amendment to Schedule 13D under Rule 13d-2.
     Check the following box if the filing is a final amendment reporting the results of the tender offer |_|






INTRODUCTORY STATEMENT

         This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO filed with the
Securities and Exchange Commission on October 26, 2001, relating to the offer by Edison International, a
California corporation (the "Company"), to its employees and to the employees of its subsidiaries to exchange all
options to purchase the Company's common stock, without par value, granted by the Company in the year 2000 under
the Edison International Equity Compensation Plan and the Edison International 2000 Equity Plan for deferred
stock unit grants upon the terms and subject to the conditions set forth in the Exchange Offer Circular, dated
October 26, 2001 (the "Exchange Offer Circular").

ITEM 4.        TERMS OF TRANSACTION

         (a)   The Exchange Offer Circular dated October 26, 2001 is amended as provided in the Supplement to the
Exchange Offer Circular, dated November 8, 2001, and attached hereto as Exhibit (a)(9) (the "Supplement").  The
Supplement restates the responses to Questions 8, 17 and 22 in their entirety.  This Item 4(a) is amended by
incorporating the Circular herein by reference.

ITEM 7.    SUBJECT COMPANY INFORMATION.

        (a)    This Item 7(a) is amended by incorporating the Circular herein by reference.

ITEM 12.       EXHIBITS

         Item 12 is amended and restated to replace Exhibit (a)(4) and to add Exhibits (a)(9) and (a)(10).

         (a)   (1)    Exchange Offer Circular dated October 26, 2001, with exhibits (which include the Edison
International Equity Compensation Plan and the Form of DSU Award Certificate/Statement of Terms and Conditions).*

               (2)   Form of Transmittal Letter.*

               (3)   Form of Individualized Statement.*

               (4)   Form of Election Form and Release Agreement.

               (5)   The Company's Annual Report on Form 10-K for the year ended December 31, 2000, filed
                     with the Securities and Exchange Commission (the "SEC") on April 17, 2001 (incorporated
                     herein by reference).

               (6)   Pages 39 to 89 of the Company's Annual Report to Shareholders for the year ended December
                     31, 2000, incorporated by reference into the Company's Annual Report on Form 10-K for the
                     year ended December 31, 2000 (incorporated herein by reference).


                                       2



               (7)   The Company's Quarterly Reports on Forms 10-Q for the quarters ended March 31, 2001 and June
                     30, 2001, filed with the SEC on May 15, 2001, and August 14, 2001, respectively (each
                     incorporated herein by reference).

               (8)   The Company's Current Reports on Forms 8-K filed with the SEC on July 3, 2001, July 11, 2001
                     (as amended by EIX's Current Report on Form 8-K/A filed with the SEC on July 11, 2001),
                     October 3, 2001, and October 10, 2001 (each incorporated herein by reference).

               (9)   Supplement to Exchange Offer Circular dated November 8, 2001.

               (10)  Text of slides used at meetings held to answer employee questions.

         (b)          Not applicable.

         (d)(1)       Edison International Equity Compensation Plan.**

         (d)(2)       Edison International 2000 Equity Plan filed with the SEC as Exhibit 10.16 to the Company's
Annual Report on Form 10-K for the year ended December 31, 2000 (incorporated herein by reference).

         (g)          Not applicable.

         (h)          Not applicable.



*    Previously filed.
**  Included as part of Exhibit (a)(1).



                                                     SIGNATURE

         After due inquiry and to the best of my knowledge and belief, I certify that the information set forth
in this Schedule TO is true, complete and correct.

                                                  EDISON INTERNATIONAL



                                                  By: Kenneth S. Stewart
                                                      -------------------------------------------------------------------------------
                                                      Kenneth S. Stewart
                                                      Assistant General Counsel and Assistant Secretary

                                                  Date:  November 8, 2001




                                       3





                                                   EXHIBIT INDEX
                                                   -------------

      Exhibit
      Number                                             Description of Document
      -------                                            -----------------------

  (a)(1)             Exchange Offer Circular dated October 26, 2001, with exhibits (which include the Edison
                     International Equity Compensation Plan and the Form of DSU Award Certificate/Statement of Terms
                     and Conditions).*
  (a)(2)             Form of Transmittal Letter.*
  (a)(3)             Form of Individualized Statement.*
  (a)(4)             Form of Election Form and Release Agreement.
  (a)(5)             The Company's Annual Report on Form 10-K for the year ended December 31, 2000, filed with the
                     SEC on April 17, 2001 (incorporated herein by reference).
  (a)(6)             Pages 39 to 89 of the Company's Annual Report to Shareholders for the year ended December 31,
                     2000, incorporated by reference into the Company's Annual Report on Form 10-K for the year
                     ended December 31, 2000 (incorporated herein by reference).
  (a)(7)             The Company's Quarterly Reports on Forms 10-Q for the quarters ended March 31, 2001 and June
                     30, 2001, filed with the SEC on May 15, 2001, and August 14, 2001, respectively (each
                     incorporated herein by reference).
  (a)(8)             The Company's Current Reports on Forms 8-K filed with the SEC on July 3, 2001, July 11, 2001
                     (as amended by EIX's Current Report on Form 8-K/A filed with the SEC on July 11, 2001), October
                     3, 2001, and October 10, 2001 (each incorporated herein by reference).
  (a)(9)             Supplement to Exchange Offer Circular dated November 8, 2001.
 (a)(10)             Text of slides used at meetings held to answer employee questions.
(d)(1)               Edison International Equity Compensation Plan.**
(d)(2)               Edison International 2000 Equity Plan filed with the SEC as Exhibit 10.16 to the Company's
                     Annual Report on Form 10-K for the year ended December 31, 2000 (incorporated herein by
                     reference).*

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

*    Previously filed.
**  Included as part of Exhibit (a)(1).

EX-99.A4

                                               EDISON INTERNATIONAL
                                       STOCK OPTION RETENTION EXCHANGE OFFER
                                        ELECTION FORM AND RELEASE AGREEMENT

Instructions:  Complete this Election Form and Release Agreement (this "Election Form") and return it to Edison
International ("EIX"), to the attention of Lu Weiss, Edison International Executive Compensation, G.O. 4, Room
165M, 8631 Rush Street, Rosemead, California 91770, or fax it to Lu Weiss at (626) 302-5611.  This Election Form
must be received by EIX no later than 5:00 p.m., Pacific Time, on November 28, 2001 (the "Expiration Time").  If
this Election Form is not received by EIX by the Expiration Time, you will be deemed to have rejected the
Exchange Offer.  Capitalized terms in this Election Form are used as defined in the Exchange Offer Circular (the
"Circular").

A.  Exchange Offer Election
- ---------------------------

I hereby irrevocably (check the applicable box):

     |_| Accept the Exchange Offer with respect to the portions of my 2000 EIX Options identified below.  EIX
         will grant DSUs to me with respect to the portions of my 2000 EIX Options that I elect to exchange, as
         identified below, and such exchanged options will terminate, subject to the terms and conditions of the
         Exchange Offer, all as described in more detail in the Circular.  The portions of my 2000 EIX Options
         that I do not elect to exchange will remain outstanding as described in the response to Question 8 in
         the Circular.  I agree to be bound by the terms of the release set forth in Section C below and by the
         provisions set forth in Section D below.  (Use the following table to indicate the 2000 EIX Options that
         you elect to exchange in the Exchange Offer.  For each option, indicate in the last column the
         percentage (either 0%, 50% or 100%) of the shares remaining subject to the option that you elect to
         exchange.  Sign under section B below and return this form to EIX.  If you do not indicate an election
         for all of your 2000 EIX Options, you will be deemed to have rejected the Exchange Offer with respect to
         any option for which you have not indicated an election.
                                                                                                         Portion of Shares that
                                                                                                         you elect to Exchange
                Date of Grant                   Type of Grant             Number of Shares Granted        (circle one choice)
                -------------                   -------------             ------------------------       -------------------------
                                                                                                          0%       50%        100%

     |_| Reject the Exchange Offer.  My 2000 EIX Options will remain outstanding as described in the response to
         Question 8 in the Circular.  The release in Section C does not apply to me.  (Sign under Section B below
         and return this form to EIX.)

B.  Signature
- -------------

         I confirm that:

o        I received the Circular and its attachments and this Election Form (collectively, the "Offer Documents");
o        I had a satisfactory opportunity to ask questions about the Exchange Offer and the Offer Documents;
o        I understand that the Offer Documents contain the entire terms of the Exchange Offer and I am not
              relying on any other documents or oral representations in deciding to accept or reject the Exchange
              Offer;
o        the Company made no recommendation to me regarding whether I should accept or reject the Exchange Offer;
o        I had adequate time to seek advice from my independent legal, tax and/or financial advisors concerning
              the Exchange Offer and the Offer Documents;
o        the information set forth in my Individualized Statement is correct; and
o        my election to accept or reject the Exchange Offer is set forth in Section A above.

         If I have accepted the Exchange Offer (as indicated in Section A), I agree to be bound by the terms of
the release set forth in Section C below and the provisions set forth in Section D below.  I understand that my
election to accept or reject the Exchange Offer will become irrevocable, unless previously withdrawn or changed,
at the Expiration Time.  I can withdraw or change my elections on this Election Form only by filing a new
Election Form with EIX so that it is received before the Expiration Time.


- --------------------------------                     --------------------------------    --------------
Signature                                            Name                                              Date





C.  General Release
- -------------------

The employee whose signature appears in Section B above ("Employee") agrees as follows:

Employee's 2000 EIX Options that are exchanged for DSUs in the Exchange Offer (either all of the Employee's 2000
EIX Options if the Employee elected to participate in the Exchange Offer with respect to all of such options or,
if the Employee elected to participate in the Exchange Offer with respect to only certain of such options, the
portions of the Employee's 2000 EIX Options that the Employee elected to exchange as indicated in Section A
above) (the "Exchanged Options") shall be and hereby are terminated (subject only to EIX's issuance of DSUs with
respect to such Exchanged Options in accordance with the terms of the Exchange).

In consideration of the covenants undertaken herein and in the Exchange Offer by EIX, Employee, on his or her own
behalf and on behalf of his or her descendants, dependents, heirs, executors, administrators, guardians, assigns
and successors, does hereby covenant not to sue and acknowledges complete satisfaction of and hereby releases,
absolves and discharges EIX and its successors and assigns, subsidiaries, divisions and affiliated corporations,
past and present, its and their trustees, directors, officers, shareholders, agents, attorneys, insurers, and
employees, past and present, and each of them (hereinafter collectively referred to as "Releasees"), with respect
to and from any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of
action, obligations, debts, expenses, attorneys' fees, damages, judgments, orders and liabilities of whatever
kind or nature in law, equity or otherwise, whether now known or unknown, suspected or unsuspected (collectively,
"Claims"), which Employee now owns or holds or has at any time heretofore owned or held against said Releasees,
or any of them, that relate to or are in any way connected with the Exchanged Options.

Nothing in this Section C, however, should be construed as a waiver by Employee of his or her right (1) to
enforce the terms and conditions of the Exchange Offer, or (2) to obtain the consideration he or she is entitled
to receive by accepting the Exchange Offer.

It is a further condition of Employee's acceptance of the Exchange Offer, and it is the intention of Employee in
executing this Election Form, that this release shall be effective as a bar as to each and every Claim relating
to or connected with the Exchanged Options.  In furtherance of this intention, Employee hereby expressly waives
any and all rights and benefits conferred upon him or her by the provisions of SECTION 1542 OF THE CALIFORNIA
CIVIL CODE and expressly consents that this Election Form shall be given full force and effect according to each
and all of its express terms and provisions.  SECTION 1542 provides:

      "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN
      HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED
      HIS SETTLEMENT WITH THE DEBTOR."

Employee acknowledges that he or she may later discover claims or facts in addition to or different from those
which Employee now knows or believes to exist with respect to the Exchanged Options.  Nevertheless, Employee
hereby waives any Claim relating to or connected with the Exchanged Options that might arise as a result of such
different or additional claims or facts.  Employee acknowledges that he or she understands the significance and
consequence of such release and such specific waiver of SECTION 1542.

Employee has not heretofore assigned or transferred to any person (other than the Company) any interest in the
Exchanged Options and Employee agrees to defend, indemnify and hold harmless all Releasees from and against any
claim based on or in connection with such assignment or transfer.

D.  Miscellaneous
- -----------------

The Offer Documents constitute and contain the entire agreement and final understanding concerning the Exchange
Offer and Employee's Exchanged Options.  The parties intend the Offer Documents as a complete and exclusive
statement of the terms of their agreement.  They supersede and replace all prior negotiations and all agreements
proposed or otherwise, whether written or oral, concerning the subject matter hereof.  Any representation,
promise or agreement not specifically contained in the Offer Documents shall not be binding upon or enforceable
against either party.  The Offer Documents, together, constitute a fully integrated agreement.

The invalidity of any provision of this Election Form or the application thereof shall not affect other
provisions or applications of this Election Form which can be given effect without the invalid provisions or
applications and, to this end, the provisions of this Election Form are declared to be severable; provided that
the essential economic provisions of this Election Form and the Exchange can still be given effect.

This Election Form shall be deemed to have been executed and delivered within the State of California, United
States of America, and the rights and obligations of the parties hereunder, and the Offer Documents, shall be
construed and enforced in accordance with the laws of the State of California without regard to principles of
conflict of laws.  The parties agree that the application of California law to this Election Form and the Offer
Documents would be fair and equitable.

Any dispute or controversy between Employee, on the one hand, and any Releasee, on the other hand, in any way
arising out of, related to, or connected with this Election Form or the subject matter thereof, or otherwise in
any way related to or connected with the Exchanged Options, the Offer Documents, and/or the Exchange Offer, shall
be resolved through final and binding arbitration in Los Angeles, California, pursuant to California Civil
Procedure Codess.ss.1282-1284.2, with the exception of Sections 1283 and 1283.05.  The arbitration shall be before
a single neutral arbitrator mutually agreed upon by the parties.  In the event that the parties are unable to
agree upon an arbitrator, the arbitrator shall be selected pursuant to California Civil Procedure Code ss.1281.6.


                                       2



The parties agree to cooperate fully and to execute any and all supplementary documents and to take all
additional actions that may be necessary or appropriate to give full force to the basic terms and intent of this
Election Form and which are not inconsistent with its terms.


FOR COMPANY USE ONLY
- -------------------------------------------------------------------------------------------------------------------

Accepted and Agreed on Behalf of the Company: Edison International  (To be completed by EIX after the Exchange to
certify that the Exchange has been completed.)
- -------------------------------------------------------------------------------------------------------------------


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

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

(End of document.)

EX-99.A9

                                                      EDISON INTERNATIONAL
                                                     STOCK OPTION RETENTION
                                                         EXCHANGE OFFER
                                               EXCHANGE OFFER CIRCULAR SUPPLEMENT

     This Exchange Offer Circular Supplement (this  "Supplement")  amends the Exchange Offer Circular dated October 26, 2001 (the
"Circular")  that was previously  provided to you. This  Supplement  revises and restates the responses to Questions 8, 17 and 22
included in the Questions and Answers  section of the Circular,  and describes  certain  changes to the Election Form and Release
Agreement  distributed  in connection  with the offer,  in response to comments that we have  received  from the  Securities  and
Exchange Commission.  The essential terms of the exchange offer have not changed.

     The responses to Questions 8, 17 and 22 in the Circular are restated as follows:

         8.       What will happen to my 2000 EIX Options if I do not accept the Exchange Offer?

                  If you do not accept the Exchange Offer (or if you do not accept the Exchange Offer with respect to all of
                  your 2000 EIX Options), your 2000 EIX Options that are not exchanged will remain outstanding in accordance
                  with their terms.  The Company requests that you return the completed Election Form even if you reject the
                  offer.  However, the consequence of not completing and returning the Election Form will be the same as if you
                  reject the exchange offer using the Election Form and Release.  Participation in the Exchange Offer is
                  entirely voluntary.  You may wish to consult with your legal, financial and tax advisors with respect to your
                  personal circumstances in making your decision on what action to take.  Neither the Board of Directors of
                  EIX, the Committee, nor the Company, takes a position with respect to the advisability in your particular
                  case of the Exchange Offer.

         17.      Can the ECP or my DSU award be amended or terminated?

                  EIX generally may amend the ECP at any time.  Generally, you must consent to any amendment (other than an
                  adjustment described in the next sentence) that is materially adverse to your rights or benefits under your
                  DSUs.  EIX may, without your consent, adjust your DSUs after they have been granted in certain circumstances
                  (for example, in connection with stock splits, exchanges of stock, mergers and other reorganizations or
                  extraordinary corporate transactions).  In addition, under the terms of the DSUs, EIX can substitute a cash
                  award of substantially equivalent value for your DSUs at any time while the DSUs are outstanding (i.e., at
                  any time prior to payment).  EIX can make this substitution in its sole discretion and your consent to any
                  substitution will not be required.

         22.      How do I make a claim for payment?

                  If you accept the Exchange Offer, you will not have to take any other action to receive the DSUs in exchange
                  for your terminated 2000 EIX Options or to receive shares of EIX common stock if and when your DSUs vest.
                  The DSUs will be issued to you within 30 days of the Exchange Date and the DSUs will be paid within 30 days
                  of each vesting date.  If, however, you believe that you are being denied a benefit to which you are
                  entitled, you should file a written request with the Committee.  The request should set forth the reasons for
                  your claim.  Any communication to the Committee should be sent to the Committee, care of EIX's Secretary at
                  the following address:

                           Corporate Secretary, Edison International
                           2244 Walnut Grove Avenue
                           Rosemead, California 91170

                  Claims also may be submitted to arbitration as provided in the Election Form.

         Revised  Election  Form and Release  Agreement.  Included with this  Supplement  is a revised  Election Form and Release
Agreement.  The  paragraph  and bullet  points  immediately  above the  signature  line have been  revised.  Although we strongly
encourage you to read the Circular and all of the documents  that are referred to in the Circular,  the  Securities  and Exchange
Commission has asked that we not require you to represent that you have "read" and  "understand"  the terms and conditions of the
offer. Of course,  if you do have questions  regarding the offer or if you need another copy of the Circular,  you should contact
EIX Executive Compensation at (626) 302-7568 or (626) 302-1025 or email at weissl@sce.com or kossm@sce.com.

         If you have already filed an Election  Form and Release  Agreement,  you do not have to file a new  election.  Elections
that have  previously  been filed and  elections  that we receive in the future  using the  original  form of  Election  Form and
Release  Agreement  will  still  be  accepted.  If you  want to use the new  form,  you can do so if you so  choose.  If you have
previously  filed an election  and you want to use the new form,  simply  re-submit  your  election  using the new form.  See the
response to Question 2 in the Circular for more  instructions  on how to make and file your election.  The deadline to accept the
offer is still 5:00 p.m., Pacific Time, on November 28, 2001.


                                         The Date of this Supplement is November 8, 2001

EX-99.A10

                                                      EDISON INTERNATIONAL
                                                     STOCK OPTION RETENTION
                                                         EXCHANGE OFFER

                                         Text of Slides for Question and Answer Meetings


STOCK OPTION RETENTION EXCHANGE OFFER (header on each slide)

Slide 1

ALTHOUGH THE EIX COMPENSATION AND EXECUTIVE PERSONNEL COMMITTEE HAS APPROVED THE EXCHANGE OFFER, NO RECOMMENDATION IS MADE BY
THE EIX BOARD OF DIRECTORS, BY THE EIX COMPENSATION AND EXECUTIVE PERSONNEL COMMITTEE, BY EIX, OR BY ANY OTHER AFFILIATE AS TO
WHETHER YOU SHOULD ACCEPT OR REJECT THE EXCHANGE OFFER.  YOU MUST MAKE YOUR OWN DECISION TO ACCEPT OR REJECT THE EXCHANGE OFFER.

THE COMPANY HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON THE COMPANY'S BEHALF AS TO WHETHER YOU SHOULD ACCEPT
THE EXCHANGE OFFER.  YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS CIRCULAR AND THE INFORMATION CONTAINED IN THE
DOCUMENTS EXPRESSLY REFERRED TO IN THIS CIRCULAR.  THE COMPANY HAS NOT AUTHORIZED ANYONE TO GIVE YOU ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE INFORMATION AND THE REPRESENTATIONS CONTAINED IN THIS
CIRCULAR AND IN THE DOCUMENTS EXPRESSLY REFERRED TO IN THIS CIRCULAR.  IF ANYONE MAKES ANY RECOMMENDATION OR REPRESENTATION TO
YOU OR GIVES YOU ANY OTHER INFORMATION, YOU MUST NOT RELY UPON THAT RECOMMENDATION, REPRESENTATION OR OTHER INFORMATION AS
HAVING BEEN AUTHORIZED BY THE COMPANY.


Slide 2

Offer to active employees to exchange stock options granted in 2000 for Deferred Stock Units

For any grant, may exchange 0%, 50% or 100% of the option

Deferred Stock Units will vest and pay out as shares of common stock 25% on the Exchange Date (currently scheduled to be
November 29) in 2002, 2003, 2004 and 2005

Terms for retirement, disability, death, termination, and change in control similar to those for stock options


Slide 3

How were the exchange ratios determined?

1.  Calculated the Black-Scholes values of each option using standard methodology
    and the assumptions current as of October 11, 2001

    Effect
      +  Stock price=FMV=$15.485
- -     -  Strike price=strike price of grant
- -     -  Risk free rate=52-week average=5.1046%
      +  Volatility=36-month average=51.69%
- -     -  Dividend yield=12-quarter average=3.58%
- -     -  Forfeiture risk=10% based on historic data
      +  Remaining term=8.2356 years for EIX grants, 8.6027 years for EIXS

2.  Divided $15.485 by the Black-Scholes value


Slide 4

What factors affect the potential value to an offeree of the DSUs vs. the options?

         Expectations regarding direction, extent and timing of changes in the EIX stock price
         Timing of vesting and payout of DSUs
         Expectations regarding timing of stock option exercises
         Vesting schedule for DSUs vs. options and expectations re continued employment
                  Basic 2000 options are 25% vested, and another 25% vest January 2, 2002,
                           2003, 2004
                  Special 2000 options vest 25% May 18, 2002, 2003, 2004, 2005
                  DSUs vest and pay out on Exchange Date, 2002, 2003, 2004, 2005
         (continued on next slide)


Slide 5

Factors affecting potential value to an offeree of the DSUs vs. the options, continued

         Expectations regarding timing and amount of cash needs--e.g., tuition, real estate
                  purchases
         Tax situation now and expected in the future
         Potential earnings on alternative investments
         Personal risk tolerance
         Expectations regarding continued solvency of EIX
         Other factors