S-8

As filed with the Securities and Exchange Commission on November 4, 2005

File No. 333-_____________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

Registration Statement

Under the Securities Act of 1933

EDISON INTERNATIONAL

(Exact name of registrant as specified in its charter)

CALIFORNIA

(State or other jurisdiction of incorporation or organization)

95-4137452

(I.R.S. Employer Identification No.)

2244 Walnut Grove Avenue (P.O. Box 976)	91770
Rosemead, California	(Zip Code)
(Address of Principal Executive Offices)

EDISON INTERNATIONAL EQUITY COMPENSATION PLAN

(Full title of the Plan)

Michael A. Henry

Attorney

2244 Walnut Grove Avenue (P.O. Box 800)

Rosemead, California 91770

(Name and address of agent for service)

(626) 302-4328

(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of securities to be registered(1)	Amount to be registered	Proposed Maximum offering price per share(2)	Proposed Maximum Aggregate offering price(2)	Amount of Registration fee
Common Stock, no par value	15,000,000 shs.	$42.285	$634,275,000	$74,654.17
Rights to Purchase Series A Junior Participating Cumulative Preferred Stock, Without par value, of Edison International(3)

(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers additional securities to be offered or issued in connection with the terms of the Edison International Equity Compensation Plan (the “Plan”) providing for proportionate adjustment of the amount of securities being offered or issued in the event of stock splits or other transactions specified in the Plan.

(2) Estimated pursuant to Rules 457(c) and 457(h), solely for the purpose of calculating the registration fee, on the basis of the average of the high and low prices of Edison International common stock reported in the consolidated reporting system as of October 28, 2005.

(3) The Rights are initially carried and traded with the common stock. The value attributable to the Rights, if any, is reflected in the value of the common stock.

EXPLANATORY NOTE

In accordance with General Instruction E of Form S-8, Edison International (the "Registrant") is registering additional shares of common stock pursuant to the Edison International Equity Compensation Plan (the "Plan"). The Registrant currently has an effective registration statement filed on Form S-8 relating to the Plan which registered securities of the same class as those being registered herewith filed with the Securities and Exchange Commission on May 24, 2004. The Registrant incorporates by reference that registration statement on Form S-8 (File No. 333-115801), which is made a part hereof.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits

See Exhibit Index.

2

SIGNATURES

The Registrant

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rosemead, State of California, on the 2nd day of November, 2005.

Edison International

By: /s/ Linda G. Sullivan

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

Linda G. Sullivan

Vice President and Controller

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
Principal Executive Officer:
John E. Bryson*	Chairman of the Board,
	President, Chief Executive
	Officer and Director	November 2, 2005
Principal Financial Officer:
Thomas R. McDaniel*	Executive Vice President,
	Chief Financial Officer,
	and Treasurer	November 2, 2005
Controller or Principal Accounting Officer:	Vice President
Linda G. Sullivan*	and Controller	November 2, 2005
Majority of Board of Directors: France A. Córdova*	Director	November 2, 2005
Bradford M. Freeman*	Director	November 2, 2005
Bruce Karatz*	Director	November 2, 2005
Luis G. NOtales	Director	November 2, 2005
Ronald L. Olson*	Director	November 2, 2005
James M. Rosser*	Director	November 2, 2005
Richard T. Schlosberg, III	Director	November 2, 2005
Robert H. Smith	Director	November 2, 2005
Thomas M. Sutton	Director	November 2, 2005

*By		/s/ Paige W. R. White
	----------------------------------------------------
		(Paige W. R. White, Attorney-in-Fact)

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EXHIBIT INDEX

Exhibit

Number Description

4.1 Restated Articles of Incorporation of Edison International dated May 9, 1996

(File No. 1-9936 filed as Exhibit 3.1 to Form 10-K for the year ended

December 31, 1998)*

4.2 Certificate of Determination of the Rights, Preferences, Privileges, and Preferences of Series A Junior Participating Cumulative Preferred Stock of Edison International dated November 21, 1996 (File No. 1-9936, filed as Exhibit 4.2 to Edison International Form 8-A dated November 22, 1996)*

4.3 Amended Bylaws of Edison International as adopted by the Board of Directors

on October 20, 2005 (File No. 1-9936, filed as Exhibit 3.1 to Edison International Form 8-K dated October 20, 2005 and filed October 26, 2005)*

5 Opinion of Counsel

23.1 Consent of Counsel (included in Exhibit 5)

23.2 Consent of PricewaterhouseCoopers LLP

24 Power of Attorney

_______________

* Incorporated by reference pursuant to Rule 411(c) under the Securities Act of 1933.

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EX-5

EXHIBIT 5

November 2, 2005

Edison International

2244 Walnut Grove Avenue

Rosemead, California 91770

Ladies and Gentlemen:

This opinion is rendered in connection with the filing of a Registration Statement on Form S-8 ("the Registration Statement") to register 15,000,000 shares of Edison International common stock with the Securities and Exchange Commission related to the Edison International Equity Compensation Plan (the "Plan"). Under the Plan, shares of Edison International common stock, no par value (the "Plan Shares"), will be either issued by the Company or purchased on the open market, and offered and sold to directors, executive officers and key management employees of Edison International and its affiliates.

I am generally familiar with the organization, history and affairs of Edison International. I am also familiar with the proceedings taken and proposed to be taken by Edison International in connection with the proposed offering and sale, and I, or attorneys acting under my supervision, have examined a form of the Registration Statement. As Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary of Edison International, I have general responsibility for supervising lawyers who may have been asked to review legal matters arising in connection with the offering and sale of the Plan Shares. Accordingly, some of the matters referred to herein have not been handled personally by me, but I have been made familiar with the facts and circumstances and the applicable law. The opinions expressed herein are my own or are opinions of others with which I concur.

Based upon the foregoing and subject to completion of such proceedings as are now contemplated prior to the offering, sale and/or issuance of the Plan Shares, it is my opinion that, when sold and/or issued as provided in the Registration Statement, the Plan Shares will be duly authorized, legally issued, fully paid and nonassessable shares of Common Stock of Edison International. This opinion does not relate to state Blue Sky or securities laws.

I hereby consent to the references made to me, and to the use of my name, in the Registration Statement. By giving such consent, I do not thereby admit that I am an expert with respect to any part of the Registration Statement, including this exhibit to the Registration Statement, within the meaning of Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Barbara E. Mathews

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

Barbara E. Mathews

Vice President, Associate General

Counsel, Chief Governance Officer and

Corporate Secretary

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 15, 2005relating to the financial statements, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in the 2004 Annual Report to Shareholders of Edison International , which is incorporated by reference in Edison International's Annual Report on Form 10-K for the year ended December 31, 2004. We also consent to the incorporation by reference of our report dated March 15, 2005 relating to the financial statement schedules, which appears in such Annual Report on Form 10-K.

/S/PricewaterhouseCoopers LLP

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

PricewaterhouseCoopers LLP

Los Angeles, California

November 3, 2005

EX-24

Exhibit 24

EDISON INTERNATIONAL

POWER OF ATTORNEY

The undersigned, Edison International, a California corporation, and certain of its officers and/or directors, do each hereby constitute and appoint J. A. BOUKNIGHT, JR., MARY C. SIMPSON, PAIGE W. R. WHITE, TIMOTHY W. ROGERS, and BONITA J. SMITH, and or any one of them, to act severally as attorney-in-fact, for the purpose of executing and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, a registration statement or registration statements and all amendments and/or supplements thereto for the purposes of registering and/or continuing the registration of up to 15,000,000 shares of Common Stock of Edison International to be offered and sold through the Edison International Equity Compensation Plan, granting unto said attorneys-in-fact, and each of them, full power and authority to do every act and thing whatsoever necessary for such purposes as fully as the undersigned or any of them 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 20th day of October, 2005.

EDISON INTERNATIONAL

By: /s/ JOHN E. BRYSON

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

JOHN E. BRYSON

Chairman of the Board, President and Chief Executive Officer

Attest:

/s/ BARBARA E. MATHEWS

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

BARBARA E. MATHEWS

Vice President, Associate General Counsel,

Chief Governance Officer and Corporate Secretary

Principal Executive Officer and Director:

/s/ JOHN E. BRYSON --------------------------------------------- JOHN E. BRYSON	Chairman of the Board, President, Chief Executive Officer and Director
Principal Financial Officer: /s/ THOMAS R. MCDANIEL ---------------------------------------------- THOMAS R. MCDANIEL	Executive Vice President, Chief Financial Officer and Treasurer
Controller and Principal Accounting Officer: /s/ LINDA G. SULLIVAN ----------------------------------------------- LINDA G. SULLIVAN	Vice President and Controller

Edison International

Power Of Attorney

Authorization of Additional Plan Shares

October 20, 2005

Additional Directors:

/S/ FRANCE A. CÓRDOVA ---------------------------------------------- FRANCE A. CÓRDOVA	Director	/S/ JAMES M. ROSSER ----------------------------------------------- JAMES M. ROSSER	Director
/S/ BRADFORD M. FREEMAN ---------------------------------------------- BRADFORD M. FREEMAN	Director	/S/RICHARD T. SCHLOSBERG, III ------------------------------------------------ RICHARD T. SCHLOSBERG, III	Director
/S/ BRUCE KARATZ ---------------------------------------------- BRUCE KARATZ	Director	/S/ ROBERT H. SMITH ------------------------------------------------ ROBERT H. SMITH	Director
/S/ LUIS G. NOGALES --------------------------------------------- LUIS G. NOGALES	Director	/S/ THOMAS C. SUTTON ------------------------------------------------ THOMAS C. SUTTON	Director
/S/ RONALD L. OLSON --------------------------------------------- RONALD L. OLSON	Director