PAGE

 
 
 
 
                    SECURITIES AND EXCHANGE COMMISSION 
                          Washington, D.C.  20549 
 
 

                                   FORM 8-K 
 
 
 
                                CURRENT REPORT 
 
 
 
                   Pursuant to Section 13 or 15(d) of the 
                       Securities Exchange Act of 1934 
 
 
 
 
                     Date of Report:  December 8, 1997 
             Date of earliest event reported: November 24, 1997 
 
 
 
 
                              EDISON INTERNATIONAL 
            (Exact name of registrant as specified in its charter) 
 
 
 
 
 
        CALIFORNIA                     1-9936               95-4137452 
(State or other jurisdiction of     (Commission          (I.R.S. employer 
incorporation or organization)      file number)       identification no.)

 
 
 
 
                           2244 Walnut Grove Avenue 
                                (P.O. Box 800) 
                         Rosemead, California  91770 
       (Address of principal executive offices, including zip code) 
 
 
 
 
                                  626-302-2222 
            (Registrant's telephone number, including area code) 
 
 
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Item 5.  Other Events 

     In the following, the word "expects," and other similar expressions,
are intended to identify forward-looking information that involves risks
and uncertainties.  Actual results or outcomes could differ materially as
a result of such important factors as the failure to obtain (or the timing
and terms of) the California Public Utilities Commission's ("CPUC")
approval of the sales of the generation plants described below, the
fulfillment of the terms of the various closing conditions governing such
sales, and the identification of unforeseen environmental contamination
and the incurring of associated cleanup costs at the plant sites.

     On November 24, 1997, Southern California Edison Company ("SCE"),
Edison International's electric utility subsidiary, announced the sale of
10 of its 12 gas-fired generating plants with a combined generating
capacity of 7,532 megawatts for a total price of $1.115 billion.  The
plants were sold pursuant to an auction process conducted as part of a
voluntary divestiture plan previously reported by SCE and Edison
International.  In the aggregate, the plants were sold at 2.65 times their
book value of $421 million.  The plants were sold to the following buyers:

     o   The AES Corporation which bought the Alamitos, Huntington Beach and
         Redondo Beach generating stations for a total of $781 million;

     o   Houston Industries Power Generation, Inc., which bought the Cool
         Water, Mandalay, Ellwood and Etiwanda generating stations for a
         total of $237 million;

     o   a consortium of NRG Energy, Inc., and Destec Energy, Inc., which
         bought the El Segundo generating station for $87.75 million; and

     o   Thermo Ecotek Corporation, a subsidiary of Thermo Electron, which
         bought the San Bernardino and Highgrove generating stations for a
         total of $9.5 million.

     As previously reported by SCE and Edison International, legislation
adopted by the State of California in September 1996 ("restructuring
legislation") authorizes utilities to recover their costs made uneconomic
by electric utility restructuring ("stranded costs") through a non-
bypassable competition transition charge ("CTC") applicable to all
customers who were using or began using utility services on or after
December 20, 1995.  The CPUC is to determine the amount of stranded costs
recoverable through this mechanism.  The proceeds from the plant sales
described above serve to reduce the net stranded costs that would
otherwise be sought through CTC.

     SCE expects that the transactions, which are subject to regulatory
approval, will close by January 1, 1998.

     As mandated by the restructuring legislation, any divested power plant
that remains in operation will continue to be operated and maintained by
SCE for at least two years following the sale pursuant to an operations
and maintenance agreement with the new owner.

     SCE will retain liability for required environmental remediation of any
pre-closing soil or groundwater contamination at these plants, except for
any liabilities arising due to decommissioning of the plants.  Edison
International does not expect any material adverse impact on its or SCE's
financial position or results of operations as a result of retaining such
environmental remediation liability. 

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                                   SIGNATURES 
 
 
      Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized. 

                            EDISON INTERNATIONAL 



                                     KENNETH S. STEWART       
                            ---------------------------------- 
                                     KENNETH S. STEWART 
                                 ASSISTANT GENERAL COUNSEL 
                                            

December 8, 1997