PAGE

                                 SECURITIES AND EXCHANGE COMMISSION
                                       Washington, D.C. 20549

                                             FORM 10-K/A

                                           AMENDMENT NO. 1


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

For the fiscal year ended                     December 31, 1997          
                                   ---------------------------------------
                                          Commission File Number 1-9936

                                        EDISON INTERNATIONAL
                       (Exact name of registrant as specified in its charter)


               California                                   95-4137452
     (State or other jurisdiction of                     (I.R.S. Employer
     incorporation or organization)                     Identification No.)

      2244 Walnut Grove Avenue                            (626) 302-2222
       Rosemead, California           91770          (Registrant's telephone
       (Address of principal        (Zip Code)    number, including area code)
         executive offices)

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

                                                      Name of each exchange
Title of each class                                      on which registered   
- -------------------                                    ----------------------
Common Stock                                            New York and Pacific



          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.  [   ]

The aggregate market value of registrant's voting stock held by 
non-affiliates was approximately $11,044,875,684.40 on or about
March 23, 1998, based upon prices reported on the New York Stock Exchange. 
As of 1998, there were 368,929,897 shares of Common Stock outstanding.

                       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, 1997. . . . . . . . . . . . . . . .  Parts I, II and IV
(2)     Designated portions of the Joint Proxy
        Statement relating to registrant's 1998
        Annual Meeting of Shareholders . . . . . . . . .  Part III
PAGE

                                        EDISON INTERNATIONAL

                                             FORM 10-K/A

The undersigned registrant hereby amends its 1997 Form 10-K solely for the
purpose of replacing Exhibit 10.18 (Consulting Arrangement with Howard P.
Allen).

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

                                      Edison International
                                           (Registrant)



                                           KENNETH S. STEWART
                                      By:  -------------------------
                                           KENNETH S. STEWART
                                           Assistant General Counsel


Date:  March 26, 1998


                                            EXHIBIT INDEX

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

10.18                         Consulting Arrangement with Howard P. Allen
PAGE


                                                               EXHIBIT 10.18

                  RESOLUTION OF THE BOARD OF DIRECTORS OF

                        EDISON INTERNATIONAL

                       Adopted:  May 15, 1997


                    RE:  DIRECTOR RESIGNATION


WHEREAS, Howard P. Allen has tendered his resignation as a director of
this corporation eleven months early and after a long and distinguished
career as an employee and director; and

WHEREAS, the Board of Directors of this corporation desires that Mr.
Allen remain available to the corporation for advice and consultation;

NOW, THEREFORE, BE IT RESOLVED, that Mr. Allen's early resignation is
accepted with regret.

BE IT FURTHER RESOLVED, that this corporation will pay its allocable
share of a $40,000 fee to be credited to Mr. Allen's account in the
Director Deferred Compensation Plan in consideration of his agreement to
remain available to this corporation and Southern California Edison
Company for advice and consultation for a period of four years, and that
his nonqualified plan benefits will commence payment in accordance with
the terms of the applicable plans as if Mr. Allen retired from the Board
of Directors of this corporation on April 16, 1998.  

BE IT FURTHER RESOLVED, that the Chief Executive Officer or the Vice
President of Human Resources is authorized to execute any agreement or
other document, or take any other action deemed necessary or appropriate
in his or her discretion, to implement the intent of this resolution.



APPROVED:


John E. Bryson
- --------------------------------------------
John E. Bryson
Chairman of the Board



Bryant C. Danner
- --------------------------------------------
Bryant C. Danner
Executive Vice President and General Counsel