FILED PURSUANT TO RULE 424(b)(5)
                                                      REGISTRATION NO. 333-82293

            Prospectus Supplement to Prospectus Dated July 21, 1999.

                         [LOGO OF EDISON INTERNATIONAL]

                        12,000,000 Preferred Securities

                                  EIX Trust II

            8.60% Cumulative Quarterly Income Preferred Securities,
                              Series B (QUIPS(SM))*
                       (Liquidation Amount $25 per QUIPS)

         Fully and unconditionally guaranteed, as described herein, by

                              Edison International

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

   A brief description of the 8.60% Cumulative Quarterly Income Preferred
Securities, Series B (QUIPS(SM)) can be found under "Summary Information--Q&A"
in this prospectus supplement.

   Application has been made to list the QUIPS on the New York Stock Exchange
under the ticker symbol EIX PrB. If the QUIPS are approved for listing, Edison
International expects trading of the QUIPS to begin within 30 days after they
are first issued.

   See "Risk Factors" beginning on page S-6 to read about specific risks you
should consider before buying the QUIPS.
                                ---------------

   Neither the Securities and Exchange Commission nor any other regulatory body
has approved or disapproved of these securities or passed upon the accuracy or
adequacy of this prospectus. Any representation to the contrary is a criminal
offense.

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


                                                        Per QUIPS    Total
                                                        --------- ------------
                                                            
Initial public offering price(1).......................    $25    $300,000,000
Underwriting commissions to be paid by Edison
 International.........................................    (2)        (2)
Proceeds to EIX Trust II...............................    $25    $300,000,000

- --------
(1) Plus accumulated distributions, if any, from the date of original issuance,
    which is expected to be October 29, 1999.
(2) Underwriting commissions of $0.7875 per QUIPS (or $9,450,000 in the
    aggregate) will be paid by Edison International.

   The Underwriters may, subject to the terms of the underwriting agreement,
purchase up to an additional 1,800,000 QUIPS from EIX Trust II at the initial
public offering price per QUIPS (plus accumulated distributions, if any, from
October 29, 1999), less the underwriting commissions.

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

   The Underwriters expect to deliver the QUIPS in book-entry form only through
the facilities of The Depository Trust Company against payment in New York, New
York on October 29, 1999.

   *"QUIPS" and "QUIDS" are registered service marks of Goldman, Sachs & Co.

Goldman, Sachs & Co.
    A.G. Edwards & Sons, Inc.
             Lehman Brothers
                    Merrill Lynch & Co.
                           Morgan Stanley Dean Witter
                                  PaineWebber Incorporated
                                          Prudential Securities
                                                 Salomon Smith Barney

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

                 Prospectus Supplement dated October 22, 1999.


                            SUMMARY INFORMATION--Q&A

   The following information supplements, and should be read together with, the
information contained in other parts of this prospectus supplement and in the
accompanying prospectus. This summary highlights selected information from this
prospectus supplement and the accompanying prospectus to help you understand
the 8.60% Cumulative Quarterly Income Preferred Securities, Series B (QUIPSSM)
(the "Series B QUIPS"). You should carefully read this prospectus supplement
and the accompanying prospectus to understand fully the terms of the Series B
QUIPS as well as the tax and other considerations that are important to you in
making a decision about whether to invest in the Series B QUIPS. You should pay
special attention to the "Risk Factors" section beginning on Page S-6 of this
prospectus supplement to determine whether an investment in the Series B QUIPS
is appropriate for you.

What are the Series B QUIPS?

   Each Series B QUIPS represents an undivided beneficial interest in the
assets of EIX Trust II (the "Trust"). Each Series B QUIPS will entitle the
holder to receive quarterly cash distributions as described in this prospectus
supplement. The Trust is offering 12,000,000 Series B QUIPS at a price of $25
for each Series B QUIPS.

Who is the Trust?

   The Trust is a Delaware business trust. Its principal offices are located at
2244 Walnut Grove Avenue, Rosemead, California 91770 and the telephone number
is (626) 302-1930.

   For additional information regarding this transaction, you may contact the
Corporate Trust Services Bondholder Inquiry Line at (800) 275-2048.

   The Trust will sell its Series B QUIPS to the public and its Series B common
securities (the "Series B Common Securities") to Edison International. The
Trust will use the proceeds from these sales to buy the 8.60% Subordinated
Deferrable Interest Notes, Series B due October 29, 2029 (QUIDSSM) (the "Series
B QUIDS") from Edison International with the same financial terms as the Series
B QUIPS. Edison International will guarantee payments made on the Series B
QUIPS as described below.

   The Chase Manhattan Bank will act as property trustee (the "Property
Trustee") of the Trust. Three officers of Edison International also will act as
trustees (the "Regular Trustees") of the Trust. Chase Manhattan Bank Delaware
will be an additional trustee (the "Delaware Trustee") of the Trust. The Chase
Manhattan Bank also will act as trustee (the "Subordinated Indenture Trustee")
under the Subordinated Indenture, as supplemented (the "Subordinated
Indenture"), pursuant to which the Series B QUIDS will be issued and will act
as trustee (the "Guarantee Trustee") under a Guarantee Agreement with Edison
International in respect of the Series B QUIPS (the "Series B QUIPS
Guarantee"). The Property Trustee, Delaware Trustee and Regular Trustees are
sometimes referred to as the "Securities Trustees."

Who is Edison International?

   Edison International was incorporated on April 20, 1987, under the laws of
the State of California for the purpose of becoming the parent holding company
of Southern California Edison Company, a California public utility corporation.
As of December 31, 1998, Edison International owned all of the issued and
outstanding common stock of Southern California Edison Company and of the
following subsidiaries engaged in nonutility businesses: Edison Mission Energy,
Edison Capital, Mission Land Company and Edison Enterprises. The principal
executive offices of Edison International are located

                                      S-2


at 2244 Walnut Grove Avenue, Rosemead, California 91770, and its telephone
number is (626) 302-2222.

When will you receive quarterly distributions?

   If you purchase the Series B QUIPS, you are entitled to receive cumulative
cash distributions at an annual rate of 8.60% of the liquidation amount of $25
per Series B QUIPS. Distributions will accumulate from the date the Trust first
issues the Series B QUIPS and will be paid quarterly in arrears on November 30,
February 28, May 31 and August 31 of each year, beginning November 30, 1999.

When can payment of your distributions be deferred?

   So long as no event of default under the Subordinated Indenture
("Subordinated Indenture Event of Default") has occurred and is continuing,
Edison International can, on one or more occasions, defer interest payments on
the Series B QUIDS for up to 20 consecutive quarterly periods. A deferral of
interest payments cannot extend, however, beyond the maturity date of the
Series B QUIDS, which is October 29, 2029, subject to extension rights as
described below.

   If Edison International defers interest payments on the Series B QUIDS, the
Trust will also defer distributions on the Series B QUIPS. During this deferral
period, distributions will continue to accumulate on the Series B QUIPS at an
annual rate of 8.60% of the liquidation amount of $25 per Series B QUIPS. Also,
the deferred distributions will themselves accumulate additional distributions,
compounded quarterly, at an annual rate of 8.60%, to the extent permitted by
law. If Edison International makes all deferred interest payments on the Series
B QUIDS, with accrued interest, it can again defer interest payments on the
Series B QUIDS.

   During any period in which Edison International defers interest payments on
the Series B QUIDS, with limited exceptions, Edison International will not be
permitted to:

  . pay a dividend or make any distributions on its capital stock or redeem,
    purchase, acquire or make a liquidation payment on any of its capital
    stock; or

  . make an interest, principal or premium payment on, or repurchase or
    redeem, any of its debt securities that rank equally with or junior to
    the Series B QUIDS, or make any guarantee payments with respect to any
    guarantee by it of debt securities of any of its subsidiaries if the
    guarantee is equal to or junior in right of payment to the Series B
    QUIDS.

   If Edison International defers payments of interest on the Series B QUIDS,
the Series B QUIDS will, from the time of deferral, be treated as having been
reissued with original issue discount ("OID") for United States federal income
tax purposes. This means that you will be required to accrue interest income
and include the amounts of this income in your gross income for United States
federal income tax purposes even though you will not have received any cash
distributions relating to this interest income, and even though you may use the
cash method of accounting. See "Material United States Federal Income Tax
Considerations--Interest Income and Original Issue Discount" in this prospectus
supplement.

When can the Trust redeem the Series B QUIPS?

   The Trust must redeem all of the outstanding Series B QUIPS and Series B
Common Securities when the Series B QUIDS are paid at maturity on October 29,
2029, which maturity may be extended as described below. In addition, if Edison
International redeems any Series B QUIDS

                                      S-3


before their maturity, the Trust will use the cash it receives from the
redemption to redeem, on a pro rata basis, Series B QUIPS and Series B Common
Securities (collectively, the "Series B Trust Securities") having a combined
liquidation amount equal to the principal amount of the Series B QUIDS
redeemed.

   Edison International can redeem some or all of the Series B QUIDS before
their maturity at 100% of their principal amount on one or more occasions any
time on or after October 29, 2004. Edison International also has the option to
redeem the Series B QUIDS, in whole, but not in part, at any time if specific
changes in tax or investment company law occur and other conditions are
satisfied, as more fully described under "Description of the Series B QUIDS--
Optional Redemption." In any case, Edison International will pay accrued
interest to the date of redemption.

What is Edison International's guarantee of the Series B QUIPS?

   Edison International will guarantee the Series B QUIPS based on:

  . the Series B QUIPS Guarantee, which guarantees the Trust's obligation to
    pay distributions on the Series B QUIPS; and

  . its obligations under the Amended and Restated Trust Agreement of the
    Trust (the "Trust Agreement") and the Agreement as to Expenses and
    Liabilities between Edison International and the Trust (the "Expense
    Agreement").

   The payment of distributions on the Series B QUIPS is guaranteed by Edison
International under the Series B QUIPS Guarantee, but only to the extent the
Trust has funds legally and immediately available to make distributions. See
"Description of Preferred Securities Guarantees," "Description of Expense
Agreements" and "Relationship among Preferred Securities, Preferred Securities
Guarantees and Subordinated Debt Securities Held by Each Trust" in the
accompanying prospectus.

   Edison International's obligations under the Series B QUIPS Guarantee are:

  . subordinate and junior in right of payment to all of its other
    liabilities, except those that rank equally or are subordinate by their
    terms; and

  . equal in rank with any other preferred securities guarantee similar to
    the Series B QUIPS Guarantee issued by Edison International on behalf of
    the holders of preferred securities issued by any other trust established
    by Edison International or its affiliates.

When could the Series B QUIDS be distributed to you?

   Edison International has the right to terminate the Trust at any time. If
Edison International terminates the Trust, the Trust will liquidate by
distributing the Series B QUIDS to holders of the Series B Trust Securities on
a pro rata basis. If the Series B QUIDS are distributed, Edison International
will use its best efforts to list the Series B QUIDS on the New York Stock
Exchange or any other exchange on which the Series B QUIPS are then listed in
place of the Series B QUIPS. For a discussion of Edison International's ability
to distribute the Series B QUIDS, see "Description of the Series B QUIPS--
Exchange of Series B QUIPS for Series B QUIDS" in this prospectus supplement
and "Description of Preferred Securities--Liquidation Distribution upon
Dissolution" in the accompanying prospectus.

Will the Series B QUIPS be listed on a stock exchange?

   Application has been made to list the Series B QUIPS on the New York Stock
Exchange under the ticker symbol EIX PrB. If approved, trading of the Series B
QUIPS is expected to begin within 30 days after they are first issued.

                                      S-4



Will holders of the Series B QUIPS have any voting rights?

   Generally, the holders of the Series B QUIPS will not have any voting
rights. See "Description of Preferred Securities--Voting Rights; Amendment of
Trust Agreement" in the accompanying prospectus.

In what form will the Series B QUIPS be issued?

   The Series B QUIPS will be represented by one or more global securities that
will be deposited with and registered in the name of The Depositary Trust
Company or its nominee. This means that you will not receive a certificate for
your Series B QUIPS and that your broker will maintain your position in the
Series B QUIPS. Edison International expects that the Series B QUIPS will be
ready for delivery through The Depository Trust Company on or about October 29,
1999.

                                      S-5


                                  RISK FACTORS

   Your investment in the Series B QUIPS will involve risks. You should
carefully consider the following discussion of risks, and the other information
in this prospectus supplement and the accompanying prospectus (including the
documents incorporated by reference in the prospectus), before deciding whether
an investment in the QUIPS is suitable for you.

Edison International's Obligations under the Series B QUIDS and the Series B
QUIPS Guarantee are Deeply Subordinated.

   Edison International's obligations under the Series B QUIDS are unsecured
and will rank junior in priority of payment to all of Edison International's
other liabilities except those that rank equally or are subordinate by their
terms ("senior debt"). Edison International's obligations under the Series B
QUIPS Guarantee are unsecured and will rank in priority of payment as follows:

  . subordinate and junior in right of payment to its senior debt; and

  . equal in rank with any other preferred securities guarantee similar to
    the Series B QUIPS Guarantee hereafter issued by Edison International on
    behalf of the holders of preferred securities issued by any other trust
    established by Edison International or its affiliates.

   This means that Edison International cannot make any payments on the Series
B QUIDS or the Series B QUIPS Guarantee if it defaults on a payment of senior
debt and does not cure that default within the applicable grace period or if
any senior debt becomes immediately due because of a default and has not yet
been paid in full. In addition, in the event of the bankruptcy, liquidation or
dissolution of Edison International, its assets would be available to pay
obligations under the Series B QUIDS or the Series B QUIPS Guarantee only after
Edison International made all payments on its senior debt.

   Because Edison International is a holding company, Edison International's
right to participate in any asset distribution of any of its subsidiaries, on
liquidation, reorganization or otherwise, will rank junior to the rights of all
creditors of that subsidiary (except to the extent that Edison International
may itself be a creditor of that subsidiary). The rights of holders of the
Series B QUIPS or Series B QUIDS to benefit from those distributions will also
be junior to those prior claims. Consequently, the Series B QUIDS (and,
therefore, the Series B QUIPS) will be effectively subordinated to all
liabilities of Edison International's subsidiaries. You should look only to the
assets of Edison International for payments on the Series B QUIDS (and the
Series B QUIPS).

   At June 30, 1999, Edison International had total liabilities of
approximately $22.219 billion. Of this amount, approximately $6.692 billion
would be Senior Debt (as defined below) of Edison International or liabilities
of its subsidiaries that would effectively rank senior to the Series B QUIDS.
During the third quarter of 1999, Edison International and its subsidiaries
issued the following additional Senior Debt:

  . $23 million of a variable rate coal-related debt facility due 2004 in
    July 1999

  . $750 million of 6 7/8% senior notes due 2004 in September 1999

  . $65 million of 7.10% medium term notes due 2001 in September 1999

  . $5 million of 7.22% medium term notes due 2001 in September 1999

   None of the Series B QUIPS, the Series B QUIDS nor the Series B QUIPS
Guarantee limits the ability of Edison International to incur additional
indebtedness, including indebtedness that will rank senior in priority of
payment to the Series B QUIDS or the Series B QUIPS Guarantee. We expect that
Edison International and its subsidiaries may incur substantial additional
amounts of indebtedness in the future.


                                      S-6


The Series B QUIPS Guarantee Only Covers Payments if the Trust Has Cash
Available, but You May Sue Edison International Directly.

   The ability of the Trust to pay scheduled distributions on the Series B
QUIPS, the redemption price of the Series B QUIPS and the liquidation amount of
each Series B QUIPS is solely dependent upon Edison International making the
related payments on the Series B QUIDS when due.

   If Edison International defaults on its obligations to pay principal or
interest on the Series B QUIDS, the Trust will not have sufficient funds to pay
distributions on, or the redemption price or liquidation amount of, each Series
B QUIPS. In those circumstances, you will not be able to rely upon the Series B
QUIPS Guarantee for payment of these amounts.

   Instead, you:

  . may directly sue Edison International or seek other remedies to collect
    your pro rata share of payments owed; or

  . may rely on the Property Trustee to enforce the Trust's rights under the
    Series B QUIDS.

Deferral of Distributions Would Have Tax Consequences for You and May Affect
the Trading Price of the Series B QUIPS.

   So long as no Subordinated Indenture Event of Default has occurred and is
continuing, Edison International can, on one or more occasions, defer interest
payments on the Series B QUIDS for up to 20 consecutive quarterly periods. If
Edison International defers interest payments on the Series B QUIDS, the Trust
will defer distributions on the Series B QUIPS during any deferral period.
However, distributions would still accumulate and such deferred distributions
would themselves accumulate additional distributions, compounded quarterly, at
the annual rate of 8.60% per annum, to the extent permitted by law.

   If Edison International defers payments of interest on the Series B QUIDS,
you will be required to include interest income in gross income for United
States federal income tax purposes in the form of OID, based on your pro rata
share of the deferred interest on the Series B QUIDS held by the Trust, before
you receive any cash relating to your interest, even if you use the cash method
of accounting. In addition, you will not receive this cash if you sell the
Series B QUIPS before the end of any deferral period or before the record date
relating to distributions which are paid.

   Edison International has no current intention of deferring interest payments
on the Series B QUIDS. However, if Edison International exercises its right in
the future, the Series B QUIPS may trade at a price that does not fully reflect
the value of accrued but unpaid interest on the Series B QUIDS. If you sell the
Series B QUIPS during an interest deferral period, you may not receive the same
return on investment as someone else who continues to hold the Series B QUIPS.
In addition, the existence of Edison International's right to defer payments of
interest on the Series B QUIDS may mean that the market price for the Series B
QUIPS, which represent an undivided beneficial interest in the Series B QUIDS,
may be more volatile than other securities that do not have these rights.

   See "Material United States Federal Income Tax Considerations" in this
prospectus supplement for more information regarding the tax consequences of
purchasing, holding and selling the Series B QUIPS.

Series B QUIPS May Be Redeemed at Any Time if Adverse Changes in Tax or
Investment Company Law Occur.

   If Edison International receives an opinion of counsel that adverse changes
in tax or investment company law have occurred or will occur, and other
conditions are satisfied, Edison International has

                                      S-7


the right to redeem the Series B QUIDS, in whole, but not in part, at any time
within 90 days of receipt of such opinion. Any such redemption will cause a
mandatory redemption of all Series B QUIPS and Series B Common Securities at a
redemption price equal to $25 per security plus any accrued and unpaid
distributions. See "Description of the Series B QUIDS--Optional Redemption" in
this prospectus supplement.

The Series B QUIDS, and Therefore the Series B QUIPS, May Be Redeemed at Par at
the Option of Edison International Five Years after Issuance.

   At the option of Edison International, the Series B QUIDS may be redeemed,
in whole, at any time, or in part, from time to time, on or after October 29,
2004, at a redemption price equal to the principal amount to be redeemed plus
any accrued and unpaid interest to the date of redemption. See "Description of
the Series B QUIDS--Optional Redemption" in this prospectus supplement. You
should assume that Edison International will exercise its redemption option if
Edison International is able to refinance at a lower interest rate or it is
otherwise in the interest of Edison International to redeem the Series B QUIDS.
If the Series B QUIDS are redeemed, the Trust must redeem the Series B Trust
Securities having an aggregate liquidation amount equal to the aggregate
principal amount of Series B QUIDS to be redeemed. See "Description of the
Series B QUIPS--Redemption" in this prospectus supplement.

Edison International May Change the Stated Maturity of the Series B QUIDS.

   As long as certain conditions are met, Edison International will have the
right to extend the stated maturity of the Series B QUIDS--and therefore the
mandatory redemption date of the Series B QUIPS--to October 29, 2048. You
should assume that Edison International will exercise its option to extend the
stated maturity if Edison International is unable to refinance at a lower
interest rate or it is in the interest of Edison International to defer the
stated maturity of the Series B QUIDS. Consequently, you may have to wait
nineteen years beyond the initial stated maturity before the Trust redeems the
Series B QUIPS. See "Description of the Series B QUIDS--Stated Maturity" in
this prospectus supplement.

There Can Be No Assurance as to the Market Prices for the Series B QUIPS or the
Series B QUIDS.

   There can be no assurance as to the market prices for the Series B QUIPS or
the Series B QUIDS that may be distributed in exchange for Series B QUIPS upon
a termination of the Trust. Accordingly, the Series B QUIPS that you purchase,
whether pursuant to the offer made by this prospectus supplement or in the
secondary market, or the Series B QUIDS that you may receive upon a termination
of the Trust, may trade at a discount to the price that you paid to purchase
the Series B QUIPS offered by this prospectus supplement. As a result of Edison
International's right to defer interest payments on the Series B QUIDS, the
market price of the Series B QUIPS, which represent undivided beneficial
ownership interests in the Trust, substantially all the assets of which consist
of the Series B QUIDS, may be more volatile than the market prices of other
securities that are not subject to such optional deferrals.

Edison International May Terminate the Trust at Any Time.

   Edison International has the right to terminate the Trust at any time. If
Edison International decides to exercise its right to terminate the Trust, the
Trust will liquidate by distributing the Series B QUIDS to holders of the
Series B QUIPS and the Series B Common Securities on a pro rata basis.

   Under current United States federal income tax law and interpretations and
assuming, as we expect, that the Trust will not be classified as an association
taxable as a corporation, you would not be taxed if the Property Trustee
distributes the Series B QUIDS to you upon liquidation of the Trust.

                                      S-8


   However, if a Tax Event (as defined below) were to occur and the Trust were
subject to taxation on income received or accrued on the Series B QUIDS, you
and the Trust could be taxed on that distribution.

   Edison International has no current intention of causing the termination of
the Trust and the distribution of the Series B QUIDS. Edison International
anticipates that it would consider exercising this right in the event that
expenses associated with maintaining the Trust were substantially greater than
currently expected such as if specific changes in tax law or investment company
law occurred. See "Description of the Series B QUIPS--Exchange of Series B
QUIPS for Series B QUIDS" in this prospectus supplement and "Description of
Preferred Securities--Liquidation Distribution upon Dissolution" in the
accompanying prospectus. Edison International cannot predict the other
circumstances under which this right would be exercised.

   Although Edison International intends to use its best efforts to list the
Series B QUIDS on the New York Stock Exchange or any other exchange on which
the Series B QUIPS are then listed if they are distributed, we cannot assure
you that the Series B QUIDS will be approved for listing or that a trading
market will exist for those securities.

You Have Limited Voting Rights.

   You will have limited voting rights in respect of the Series B QUIPS. In
particular, subject to specific exceptions, only Edison International can
appoint or remove any of the Securities Trustees. See "Description of Preferred
Securities--Voting Rights; Amendment of Trust Agreement" in the accompanying
prospectus.

There Has Been No Prior Market for the Series B QUIPS.

   Before this offering, there has been no market for the Series B QUIPS.
Although the Trust has applied to list the Series B QUIPS on the New York Stock
Exchange, a listing does not guarantee that a trading market for the Series B
QUIPS will develop or, if a trading market for the Series B QUIPS does develop,
the depth of that market and the ability of the holders to easily sell their
Series B QUIPS.

                              ACCOUNTING TREATMENT

   For financial reporting purposes, the Trust will be treated as a subsidiary
of Edison International and, accordingly, the accounts of the Trust will be
included in the consolidated financial statements of Edison International. The
Series B QUIPS will be included in the "Company-obligated Mandatorily
Redeemable Securities of Subsidiaries" line on the consolidated balance sheet
of Edison International and also will be included as part of the disclosure
about Preferred Securities in the "Notes to Consolidated Financial Statements."
For financial reporting purposes, distributions payable on the Series B QUIPS
will be included in the "Dividends on Preferred Securities" line on the
consolidated statement of income of Edison International.

                                      S-9


                                USE OF PROCEEDS

   The Trust will invest all of the proceeds from the sale of Series B QUIPS in
the Series B QUIDS. Assuming an initial offering price equal to the liquidation
amount of the Series B QUIPS, we estimate such proceeds to be approximately
$300,000,000 (or $345,000,000, if the Underwriters' overallotment option is
exercised in full). We estimate that the expenses for this offering, excluding
underwriting discounts and commissions, will be approximately $750,000. Edison
International and/or its subsidiaries will use the net proceeds from the sale
of the Series B QUIDS for general corporate purposes, including investing in
nonutility business activities and reducing short-term debt incurred to provide
interim financing for such purposes.

        RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

   The ratio of earnings to fixed charges and preferred stock dividends for the
12-month period ended June 30, 1999 was 2.16. The adjusted ratio of earnings to
fixed charges and preferred stock dividends for the 12-month period ended June
30, 1999 was 2.39.

   SCE Funding LLC, a special purpose entity, of which Southern California
Edison Company is the sole member, issued approximately $2.5 billion of rate
reduction notes in December 1997. The adjusted ratio of earnings to fixed
charges and preferred stock dividends for the 12-month period ended June 30,
1999 of 2.39 excludes the following effects of the rate reduction notes:

                                                            
     Income before interest expense................................ $140,409,000
     Interest expense.............................................. $140,409,000

     

   For further details concerning the rate reduction notes, you should refer to
the information described in "Where You Can Find More Information" in the
accompanying prospectus, and in particular, page 46 of Edison International's
1998 Annual Report to Shareholders.


                                      S-10


                       DESCRIPTION OF THE SERIES B QUIPS

   This section describes the specific terms of the Series B QUIPS. This
description supplements, and should be read together with, the description of
the general terms and provisions of the Series B QUIPS set forth in the
accompanying prospectus under the caption "Description of Preferred
Securities." The following description does not purport to be complete and is
subject to, and is qualified in its entirety by reference to, the description
in the accompanying prospectus and the Trust Agreement. We have filed a form of
the Trust Agreement as an exhibit to the Registration Statement of which the
accompanying prospectus is a part.

General

   The Trust will issue the Series B QUIPS and the Series B Common Securities,
with a stated liquidation amount of $25 per security. The Series B Trust
Securities is the first and only series of securities issued by EIX Trust II
under the Trust Agreement. The Series B QUIPS and the Series B Common
Securities will rank equally with one another. The Trust will make payments on
the Series B QUIPS pro rata with the Series B Common Securities, except as
described in "--Ranking" below.

   The Trust will use the proceeds from the sale of the Series B Trust
Securities to purchase the Series B QUIDS from Edison International. The
Property Trustee will hold legal title to the Series B QUIDS in trust for the
benefit of the holders of the Series B Trust Securities. Edison International
will guarantee the payment of distributions and other amounts payable on the
Series B QUIPS, but only to the extent that the Trust has funds legally and
immediately available to make those payments. See "Description of Preferred
Securities Guarantees" in the accompanying prospectus.

   The Trust Agreement will be qualified as an indenture under the Trust
Indenture Act. The Property Trustee will act as indenture trustee for the
Series B QUIPS, in order to comply with the provisions of the Trust Indenture
Act.

   The Series B QUIPS will be represented by a global security that will be
deposited with and registered in the name of The Depository Trust Company
("DTC") or its nominee. Whenever we refer to a "holder" of Series B QUIPS in
this prospectus supplement, we mean the registered holder, which, for any
Series B QUIPS in book-entry form, will be DTC or its nominee. We discuss
various matters relevant to global securities under "Book-Entry Issuance" in
this prospectus supplement.

Distributions

   Distributions will accumulate on the Series B QUIPS from the date they are
first issued at the annual rate of 8.60% of their liquidation amount. Unless
deferred as described below, distributions will be payable quarterly in arrears
on November 30, February 28, May 31 and August 31 of each year (each, a
"distribution date"), beginning November 30, 1999. Distributions not paid when
due will accumulate additional distributions, compounded quarterly, at the
annual rate of 8.60% on the amount of unpaid distributions, to the extent
permitted by law. Whenever we use the term "distributions" in this prospectus
supplement, we are including any of these distributions. The amount of
distributions payable for any period will be computed on the basis of a 360-day
year of twelve 30-day months.

   The assets of the Trust available for distributions to holders of Series B
QUIPS will be limited to the interest payments the Trust receives from Edison
International in respect of the Series B QUIDS. Consequently, if Edison
International defers or for any other reason fails to make interest payments on
the Series B QUIDS, the Trust will not have funds to pay distributions on the
Series B QUIPS.

   As long as no Subordinated Indenture Event of Default has occurred and has
not been cured, Edison International will have the right to defer interest
payments on the Series B QUIDS at any

                                      S-11


time. Edison International may do so in each case for a period not exceeding 20
consecutive quarters (each, an "extension period"). No extension period may
extend beyond the stated maturity of the Series B QUIDS. Before an extension
period ends, Edison International may extend it further if that extension
period does not exceed 20 consecutive quarters or extend beyond the stated
maturity of the Series B QUIDS. When an extension period ends and Edison
International has paid all accrued and unpaid interest on the Series B QUIDS,
Edison International may begin a new extension period, subject to the terms
described above. There is no limit on the number of extension periods that
Edison International may begin.

   If Edison International defers interest payments on the Series B QUIDS, the
Trust also will defer the payment of distributions on the Series B QUIPS.
During an extension period, you will still accumulate distributions at the rate
stated above, plus you will accumulate additional distributions on the deferred
distributions at the same rate, to the extent permitted by law. During an
extension period, you will be required to accrue interest income for United
States federal income tax purposes. See "Material United States Federal Income
Tax Considerations--Interest Income and Original Issue Discount" in this
prospectus supplement.

   Edison International has no current intention to exercise its right to defer
interest payments on the Series B QUIDS. If Edison International elects to
begin an extension period, it will be subject to specified restrictions
relating to paying dividends on or repurchasing its common stock and making
payments on certain of its debt securities. See "Description of the Series B
QUIDS--Interest--Extension Period Restrictions" in this prospectus supplement.

Redemption

   The Series B QUIPS will remain outstanding until the Trust redeems them or
distributes the Series B QUIDS in exchange for the Series B QUIPS. Any
redemption of Series B QUIPS must occur as described below. Any exchange
distribution must occur as described below in "--Exchange of Series B QUIPS for
Series B QUIDS."

 Redemption of Series B Trust Securities

   If Edison International repays or redeems the Series B QUIDS, whether at
their stated maturity, upon acceleration after a Subordinated Indenture Event
of Default or upon early redemption, the Property Trustee will redeem a Like
Amount of Series B Trust Securities on the Redemption Date at the Redemption
Price. In this context, "Like Amount" means Series B Trust Securities having an
aggregate liquidation amount equal to the aggregate principal amount of the
Series B QUIDS being repaid or redeemed. "Redemption Date" means the date that
the principal of those Series B QUIDS becomes due for payment under the
Subordinated Indenture. "Redemption Price" means the aggregate liquidation
amount of the Series B Trust Securities to be redeemed, plus any accumulated
and unpaid distributions on those securities to the Redemption Date.

 Repayment and Redemption of Series B QUIDS

   The Series B QUIDS initially will have a stated maturity of October 29,
2029, which Edison International may shorten to a date on or after October 29,
2014, or, subject to certain conditions being satisfied, extend to October 29,
2048. See "Description of the Series B QUIDS--Stated Maturity" in this
prospectus supplement.

   Edison International also may redeem the Series B QUIDS, at its option,
before their stated maturity as follows:

  . at any time on or after October 29, 2004, in whole or in part, provided
    that no partial redemption may occur during an extension period, and


                                      S-12


  . at any time in whole, but not in part, within 90 days after a Tax Event
    or an Investment Company Act Event has occurred.

   Please see "Description of Series B QUIDS--Optional Redemption" in this
prospectus supplement for the definitions of "Tax Event" and "Investment
Company Act Event."

   If a Tax Event is continuing and Edison International does not elect to
redeem the Series B QUIDS or liquidate the Trust, Edison International may be
required to pay additional sums on the Series B QUIDS. The provisions regarding
repayment and redemption of the Series B QUIDS, as well as information about
the effect that possible tax law changes may have on the Series B QUIDS and
Series B QUIPS, are discussed in "Description of the Series B QUIDS--Stated
Maturity," "--Optional Redemption" and "--Payment of Additional Sums" in this
prospectus supplement.

 Redemption Procedures

   The Property Trustee will give you at least 30 days, but not more than 60
days, notice before the Redemption Date, unless the redemption results from
acceleration after a Subordinated Indenture Event of Default and the Property
Trustee is not able to give notice during this period. In that case, the
Property Trustee will give the notice as soon as practicable. The Property
Trustee will give the notice
of redemption in the manner described below under "--Notices."

   The Property Trustee will irrevocably deposit with DTC (in the case of any
book-entry Series B QUIPS) or the Paying Agent (as defined below) (in the case
of any non-book-entry Series B QUIPS) funds sufficient to pay the Redemption
Price for all Series B Trust Securities being redeemed on that date, to the
extent that funds are available to the Property Trustee. The Property Trustee
will deposit such funds by 2:00 p.m., New York City time, on the Redemption
Date.

   DTC will pay the Redemption Price for Series B QUIPS held in book-entry form
and called for redemption in accordance with the procedures of DTC, to the
extent the Property Trustee has deposited sufficient funds with DTC. The Paying
Agent will pay the Redemption Price for Series B QUIPS held in certificated
form and called for redemption, to the extent the Property Trustee has
deposited sufficient funds with the Paying Agent, against surrender of the
certificates representing those Series B QUIPS. Any distributions that are due
on a distribution date that is on or before the Redemption Date will be payable
to the holders of those Series B QUIPS on the record date for the related
distribution date.

   Once the Property Trustee gives notice of redemption and deposits funds as
discussed above, all rights of the holders of the Series B Trust Securities
called for redemption will cease at the time of the deposit, except the right
of those holders to receive the Redemption Price, but without interest on that
amount. In addition, those Series B Trust Securities will no longer be
outstanding.

   On the Redemption Date, distributions will stop accumulating on the Series B
QUIDS called for redemption. However, if payment of the Redemption Price for
any Series B Trust Securities is not made, distributions on the Series B QUIPS
will continue to accumulate to the date the Redemption Price is paid.

   If the Trust redeems less than all the Series B Trust Securities, then the
liquidation amount of Series B Trust Securities to be redeemed will be
allocated pro rata between the outstanding Series B QUIPS and the outstanding
Series B Common Securities, based upon their respective liquidation amounts.
Within 60 days of the Redemption Date, the Property Trustee will select the
Series B Trust Securities to be redeemed from among the outstanding Series B
Trust Securities not previously called for redemption. The Property Trustee may
use any method of selection that it deems to be fair and appropriate.


                                      S-13


 Other Purchases of Series B QUIPS

   Edison International or its subsidiaries may purchase outstanding Series B
QUIPS by tender, in the open market or by private agreement, subject to
applicable laws, including United States federal securities laws.

Exchange of Series B QUIPS for Series B QUIDS

   Edison International will have the right at any time, in its sole
discretion, to terminate the Trust. After the Trust has satisfied all
liabilities to its creditors, as provided by law, the Property Trustee will
distribute a Like Amount of Series B QUIDS to the holders of the Series B Trust
Securities in exchange for all the outstanding Series B Trust Securities, in
liquidation of the Trust. In this context, "Like Amount" means Series B QUIDS
having an aggregate principal amount equal to the aggregate liquidation amount
of all outstanding Series B Trust Securities.

   Edison International must use its best efforts to list the Series B QUIDS on
the New York Stock Exchange or such other stock exchange or organization, if
any, on which the Series B QUIPS are listed if an exchange distribution occurs.

 Exchange Procedures

   The Property Trustee will make the exchange distribution to holders of
Series B QUIPS listed in the Trust's records at the close of business on the
record date for the exchange distribution. If the Series B QUIPS are held in
book-entry form, the record date will be one Business Day (as defined below)
before the date that Edison International sets as the exchange distribution
date (the "Exchange Date"). If the Series B QUIPS are not held in book-entry
form, the record date will be the 15th day (whether or not a Business Day)
before the Exchange Date.

   The Property Trustee will give you at least 30 days, but not more than 60
days, notice before the Exchange Date. The Property Trustee will give the
notice of an Exchange Date in the manner described below under "--Notices."

   On the Exchange Date:

  . the Series B QUIPS will no longer be outstanding,

  . certificates representing a Like Amount of Series B QUIDS will be issued
    to holders of Series B QUIPS upon their surrender to the Property Agent
    or its agent for exchange,

  . any certificates representing Series B QUIPS that are not surrendered for
    exchange will be deemed to represent a Like Amount of Series B QUIDS (and
    until such certificates are surrendered for exchange, no payments of
    interest or principal on such Series B QUIDS will be made to the holders
    of those Series B QUIPS), and

  . the holders of Series B QUIPS will not have any further rights with
    respect to the Series B QUIPS, except the right to receive certificates
    representing Series B QUIDS upon surrender of their certificates as
    described above.

 Certain Tax Consequences

   Under current United States federal income tax law and interpretations and
assuming, as we expect, that the Trust will not be classified as an association
taxable as a corporation, you would not be taxed if the Property Trustee
distributes the Series B QUIDS to you upon liquidation of the Trust. However,
if a Tax Event were to occur and the Trust were subject to taxation on income
received or accrued on the Series B QUIDS, you and the Trust could be taxed on
that distribution. See "Material

                                      S-14


United States Federal Income Tax Considerations--Distribution of Series B QUIDS
to Holders of Series B QUIPS Upon Liquidation of the Trust" in this prospectus
supplement.

Ranking

   The Series B QUIPS will rank equally with the Series B Common Securities.
The Trust will make payments of distributions and the Redemption Price on the
Series B QUIPS and the Series B Common Securities pro rata, based on the
liquidation amounts of the Series B QUIPS and Series B Common Securities,
except as follows. If a Subordinated Indenture Event of Default has occurred
and has not been cured, the Trust will not make any payments on the Series B
Common Securities until the Trust has paid in full or provided in full all
unpaid amounts on the Series B QUIPS.

   If a Subordinated Indenture Event of Default occurs, the holders of the
Series B Common Securities will be deemed to have waived all rights to act with
respect to the related Trust Agreement Event of Default (as defined below)
until all such Trust Agreement Events of Default have been cured, waived or
eliminated. Until any such Trust Agreement Events of Default have been cured,
waived or eliminated, the Property Trustee will act solely on your behalf (and
not on behalf of the holders of the Series B Common Securities), and only you
will have the right to direct the Property Trustee to act on your behalf.

Trust Agreement Events of Default

  The Term "Trust Agreement Event of Default" means any of the following:

  . a Subordinated Indenture Event of Default occurs (see "Description of
    Debt Securities--Events of Default" in the accompanying prospectus),

  . the Property Trustee does not pay any distribution within 30 days of its
    due date, provided that no extension period is continuing,

  . the Property Trustee does not pay any Redemption Price on its due date,

  . the Securities Trustees remain in breach in a material respect of any
    term of the Trust Agreement for 90 days after the Securities Trustees
    receive notice of default stating the trustees are in breach. The notice
    must be sent by the holders of at least 25% in liquidation amount of the
    outstanding Series B QUIPS, or

  . the Property Trustee files for bankruptcy or certain other events in
    bankruptcy or insolvency occur and a successor Property Trustee is not
    appointed within 60 days.

   Within 90 days after learning of a Trust Agreement Event of Default, the
Property Trustee will notify the holders of the Series B Trust Securities, the
Regular Trustees and Edison International, unless the Trust Agreement Event of
Default has been cured or waived.

   Edison International and the Regular Trustees must provide the Property
Trustee with an annual certificate stating whether they are in compliance with
all the conditions and covenants applicable to them under the Trust Agreement.

   If a Trust Agreement Event of Default has occurred and has not been cured,
the Series B QUIPS will have a preference in right of payment over the Series B
Common Securities as discussed above. The holders of Series B Trust Securities
are not entitled to accelerate the maturity of the Series B QUIPS upon a Trust
Agreement Event of Default.

                                      S-15


Enforcement Rights

   If a Subordinated Indenture Event of Default occurs, the holders of Series B
QUIPS must rely on the Property Trustee, as the holder of the Series B QUIDS,
to enforce its rights under the Series B QUIDS and the Subordinated Indenture
against Edison International, subject to the following:

 Right of Direct Action

   If Edison International does not make full and timely payments on the Series
B QUIDS, the Trust will not have funds available to make payments of
distributions or other amounts due on the Series B QUIPS. In this event, a
holder of Series B QUIPS may sue Edison International directly to collect its
pro rata share of payments owed. Edison International may not amend the
Subordinated Indenture to remove the right of any holder of Series B QUIPS to
bring a direct action against Edison International without the prior written
consent of all of the holders of Series B QUIPS. Edison International will be
able to set-off any payment made to a holder of Series B QUIPS in connection
with a direct action.

 Other Rights under the Subordinated Indenture

   The holders of 25% or more in liquidation amount of the outstanding Series B
QUIPS may accelerate the maturity of the Series B QUIDS when a Subordinated
Indenture Event of Default has occurred and has not been cured and neither the
Subordinated Indenture Trustee nor the holders of the Series B QUIDS have
exercised such acceleration rights. In addition, the holders of a majority in
liquidation amount of the outstanding Series B QUIPS may cancel a declaration
of acceleration of the Series B QUIDS and may waive specified Subordinated
Indenture Events of Default. See "Description of Debt Securities--Remedies" in
the accompanying prospectus.

Notices

   Notices to be given to holders of Series B QUIPS held in book-entry form
will be given to DTC in accordance with its procedures. Notices to be given to
holders of Series B QUIPS held in certificated form may be given by mail to
their addresses set forth in the Trust's records.

Payment and Paying Agency

   If the Series B QUIPS are held in book-entry form, distributions will be
paid to DTC, which will credit the relevant accounts at DTC on the applicable
distribution dates in accordance with its procedures. If the Series B QUIPS are
issued in certificated form, distributions will be paid by check mailed to the
address of the holder entitled to such payments, as such address appears in the
Trust's records. The paying agent of the Trust (the "Paying Agent") will
initially be the Property Trustee. Any Paying Agent may resign upon 30 days'
written notice to the Regular Trustees and the Property Trustee. In such event,
the Property Trustee will appoint a successor acceptable to the Regular
Trustees to act as Paying Agent.

   Persons holding their Series B QUIPS in "Street Name" or indirectly through
DTC should consult their banks or brokers for information on how they will
receive payments. See "Book-Entry Issuance--"Street Name' and Other Indirect
Holders" in this prospectus supplement.

   Any money paid to the Property Trustee or any Paying Agent for payments on
the Series B QUIPS that remains unclaimed at the end of two years after the
amount is due will be repaid to Edison International. After that two-year
period, you may look only to Edison International for payment of those amounts.

                                      S-16


 Business Day

   If any payment is due on a day that is not a Business Day, the payment will
be made on the following Business Day (unless that Business Day is in a
different calendar year, in which case the payment will be made on the
preceding Business Day). Each payment made on the following or preceding
Business Day will have the same force and effect as if made on the original
payment due date. "Business Day" means any day other than a Saturday, a Sunday,
a day on which banking institutions in New York City or Los Angeles, California
are authorized or required by law or executive order to remain closed or a day
on which the corporate trust office of the Property Trustee or the Subordinated
Indenture Trustee is closed for business.

 Record Date

   The Trust will pay distributions to holders of Series B QUIPS listed in the
Trust's records on the record date for the payment. If the Series B QUIPS are
held in book-entry form, the record date will be one Business Day before the
relevant distribution date. If the Series B QUIPS are issued in certificated
form, the record date will be the 15th day, whether or not a Business Day,
before the relevant distribution date.

Registrar and Transfer Agent

   The Property Trustee will initially act as the Trust's agent for registering
Series B QUIPS in the names of holders and transferring Series B QUIPS. The
Property Trustee also will perform the role of maintaining the list of
registered holders of Series B QUIPS. Holders will not be required to pay a
service charge to transfer or exchange Series B QUIPS, but may be required to
pay for any tax or other governmental charge associated with the exchange or
transfer.

                                      S-17


                       DESCRIPTION OF THE SERIES B QUIDS

   This section describes the specific terms of the Series B QUIDS. This
description supplements, and should be read together with, the description of
the general terms and provisions of the Series B QUIDS set forth in the
accompanying prospectus under the caption "Description of Debt Securities." The
following description does not purport to be complete and is subject to, and is
qualified in its entirety by reference to, the description in the accompanying
prospectus and the Subordinated Indenture. We have filed a form of the
Subordinated Indenture (including a form of supplemental indenture) as an
exhibit to the Registration Statement of which the accompanying prospectus is a
part.

General

   Edison International will issue Series B QUIDS in denominations that are
integral multiples of $25 and in an aggregate principal amount of $309,278,400
($355,670,200, if the Underwriters' overallotment option is exercised in full).
The Series B QUIDS is the second series of securities issued by Edison
International under the Subordinated Indenture. The Trust will use the proceeds
from the sale of the Series B QUIPS to purchase the Series B QUIDS. The
Property Trustee will hold legal title to the Series B QUIDS in trust for the
benefit of the holders of the Series B Trust Securities.

   The Subordinated Indenture will be qualified as an indenture under the Trust
Indenture Act. The Subordinated Indenture Trustee will act as indenture trustee
for the Series B QUIDS, in order to comply with the provisions of the Trust
Indenture Act.

   The Series B QUIDS are not secured by any property or assets of Edison
International. The Series B QUIDS will rank junior in priority of payment to
specified existing and future debt and other liabilities of Edison
International which are described below under "--Subordination."

Interest

   Interest will accrue on the Series B QUIPS from the date they are first
issued at the annual rate of 8.60% of their principal amount. Unless deferred
as described below, interest will be payable quarterly in arrears on November
30, February 28, May 31 and August 31 of each year (each, an "interest payment
date"), beginning November, 1999. The amount of interest payable for any period
will be computed on the basis of a 360-day year of twelve 30-day months.

 Extension Periods

   As long as no Subordinated Indenture Event of Default has occurred and has
not been cured, Edison International will have the right to defer the payment
of interest on the Series B QUIDS as described in "Description of the Series B
QUIPS--Distributions" in this prospectus supplement. During an extension
period, the holders of Series B QUIDS will continue to accrue interest at the
rate stated above, plus will accrue additional interest on each deferred
interest payment at the annual rate of 8.60%, compounded quarterly, from the
corresponding interest payment date, to the extent permitted by law. Whenever
we use the term "interest" with respect to the Series B QUIDS in this
prospectus supplement, we are including any of this additional interest.

 Extension Period Restrictions

   During an extension period, Edison International and its subsidiaries may
not take any of the following actions, except as described below:

  .  declare or pay any dividend or other distribution on, redeem, purchase
     or acquire, or make a liquidation payment on any shares of Edison
     International's capital stock,

                                      S-18


  .  pay any amount on or repay, redeem or repurchase any debt securities
     issued by Edison International that rank equally with or junior to the
     Series B QUIDS, or

  .  make any payments under any of Edison International's guarantees if such
     guarantee ranks equally with or junior to the Series B QUIDS and
     guarantees payments on any debt security of any of Edison
     International's subsidiaries.

   Notwithstanding the foregoing, Edison International may take any of the
following actions during an extension period:

  .  declare dividends in, or make any payment in, shares of common stock of
     Edison International,

  .  purchase its common stock if related to the issuance of common stock
     under any of Edison International's benefit plans for its directors,
     officers or employees, or

  .  declare a dividend in connection with any stockholder's rights plan,
     issue stock under such plan or repurchase any rights distributed
     pursuant to the plan.

 Extension Period Procedures

   Edison International will give the Property Trustee, the Regular Trustees
and the Subordinated Indenture Trustee notice of its election to begin an
extension period at least one Business Day before the earlier of:

  .  the next distribution date for the Series B QUIPS, or

  .  the date the Regular Trustees are required to give notice of the record
     date or the distribution date to (1) the New York Stock Exchange or
     other applicable self-regulatory organization or (2) the holders of the
     Series B QUIPS.

   The Subordinated Indenture Trustee must notify the holders of the Series B
QUIDS in the manner described below in "--Notices" of Edison International's
election to begin an extension period.

Stated Maturity

   The Series B QUIDS initially will have a stated maturity of October 29,
2029. However, Edison International may shorten the stated maturity to a date
on or after October 29, 2014. You should expect that Edison International will
exercise this option if, for example, a tax development occurs that prohibits
Edison International from deducting interest payments on the Series B QUIDS
unless the Series B QUIDS have a shorter maturity date.

   Edison International also will have the option to extend the stated maturity
to October 29, 2048, if:

  .  Edison International is not in bankruptcy, insolvent or in liquidation,

  .  Edison International is not in default on the payment of interest or
     principal on the Series B QUIDS,

  .  the Trust is not in arrears on payments of distributions on the Series B
     QUIPS,

  .  no deferred distributions are accumulated on the Series B QUIPS, and

  .  the Series B QUIPS are rated at least BBB- by Standard & Poor's Ratings
     Services or Baa3 by Moody's Investors Services, Inc. or an equivalent
     rating by a successor rating agency.

   You should assume that Edison International will exercise its option to
extend the stated maturity if Edison International is unable to refinance at a
lower interest rate or it is in the interest of Edison International to defer
the stated maturity of the Series B QUIDS.

                                      S-19


 Procedures

   Edison International will give notice to the Subordinated Indenture Trustee
of its selection of a new stated maturity at least 30 days, but not more than
60 days, prior to the effective date of the change. The Subordinated Indenture
Trustee will give holders of Series B QUIDS notice of the new stated maturity
promptly upon its receipt of the notice from Edison International. The
Subordinated Indenture Trustee will give the notice in the manner described
below under "--Notices."

Optional Redemption

   Edison International may redeem the Series B QUIDS, at its option, before
their stated maturity as follows:

  .  at any time on or after October 29, 2004, in whole or in part, provided
     that no partial redemption may occur during an extension period, and

  .  at any time in whole, but not in part, within 90 days after a Tax Event
     or an Investment Company Act Event has occurred.

   Edison International will pay the Redemption Price on the redemption date to
the holders of Series B QUIDS to be redeemed. In this context, "Redemption
Price" means the aggregate principal amount of the Series B QUIDS to be
redeemed, plus any accrued and unpaid interest on those securities to the
redemption date.

 Tax Event

   "Tax Event" means that Edison International receives an opinion of counsel,
experienced in such matters, that as a result of any Tax Change, there is more
than an insubstantial risk that:

  .  the Trust is, or will be within 90 days after the date of the opinion of
     counsel, subject to United States federal income tax with respect to
     income received or accrued on the Series B QUIDS,

  .  interest payable by Edison International or original issue discount
     accruing on the Series B QUIDS is not, or within 90 days after the date
     of the opinion, will not be, deductible by Edison International, in
     whole or in part, for United States federal income tax purposes, or

  .  the Trust is, or will be within 90 days after the date of the opinion,
     subject to more than a minimal amount of other taxes, duties or
     governmental charges.

   As used above, "Tax Change" means any of the following that are enacted,
promulgated or announced on or after the date of this prospectus supplement:

  .  amendment to or change, including any announced prospective change, in
     the laws or any regulations under the laws of the United States or of
     any political subdivision or taxing authority of the United States, or

  .  official administrative pronouncement or judicial decision interpreting
     or applying the laws or regulations stated above whether or not the
     pronouncement or decision is issued to or in connection with a
     proceeding involving Edison International or the Trust or is subject to
     review or appeal.

   Please see "Material United States Federal Income Tax Considerations--
Possible Tax Law Changes" in this prospectus supplement for a description of
certain tax law developments that could result in a Tax Event.

                                      S-20


 Investment Company Act Event

   "Investment Company Act Event" means that Edison International receives an
opinion of counsel, experienced in such matters, that as a result of the
occurrence of a change in law or regulation, or a written change in
interpretation or application of law or regulation, by any legislative body,
court, governmental agency or regulatory authority effective on or after the
date of this prospectus supplement, there is more than an insubstantial risk
that the Trust is or will be considered an "investment company" that is
required to be registered under the Investment Company Act of 1940, as amended.

 Payment of Additional Sums

   If a Tax Event is continuing and Edison International does not elect to
redeem the Series B QUIDS or liquidate the Trust, Edison International will pay
additional amounts, if any, to the holders of the Series B QUIDS so that,
notwithstanding any additional taxes, duties or charges imposed on the Trust
because of a Tax Event, the Trust will have sufficient funds to pay the full
amount of distributions due on the outstanding Series B Trust Securities.

 Redemption Procedures

   Edison International will give the holders of the Series B QUIDS at least 30
days, but not more than 60 days, notice before the redemption date, in the
manner described below under "--Notices" in this prospectus supplement. In all
other respects, the procedures for redeeming the Series B QUIDS will be similar
to those for redeeming the Series B QUIPS. See "Description of the Series B
QUIPS--Redemption--Redemption Procedures" in this prospectus supplement.

   On the redemption date, interest will stop accruing on the Series B QUIDS
called for redemption. However, if payment of the Redemption Price for any
Series B QUIDS is not made, interest on those Series B QUIDS will continue to
accrue to the date the Redemption Price is paid.

Exchange of Series B QUIPS for Series B QUIDS

   Edison International will have the right at any time to terminate the Trust.
In such event, the Property Trustee will distribute the Series B QUIDS to the
holders of the Series B Trust Securities in exchange for their securities. See
"Description of the Series B QUIPS--Exchange of Series B QUIPS for Series B
QUIDS" in this prospectus supplement for the terms and procedures relating to
such an exchange.

Restrictions on Payments

   If any Series B QUIDS are outstanding, Edison International will be
prohibited from taking specified actions described below if:

  .  an event has occurred that constitutes a Subordinated Indenture Event of
     Default or, after notice or passage of time, or both, would constitute a
     Subordinated Indenture Event of Default, and Edison International has
     knowledge of such event but does not take reasonable steps to cure the
     default,

  .  Edison International does not pay any amount due under the Series B
     QUIPS Guarantee relating to the Series B QUIPS, if the Series B QUIDS
     are held by the Trust, or

  .  Edison International has given notice of its election to begin an
     extension period and has not rescinded such notice, or any extension
     period is continuing.

                                      S-21


   In such event, Edison International may not take any of the following
actions, except as described below:

  .  declare or pay any dividend or other distribution on, redeem, purchase
     or acquire, or make a liquidation payment on any shares of Edison
     International's capital stock,

  .  pay any amount on or repay, redeem or repurchase any debt securities
     issued by Edison International that rank equally with or junior to the
     Series B QUIDS, or

  .  make any payments under any of Edison International's guarantees if such
     guarantee ranks equally with or junior to the Series B QUIDS and
     guarantees payments on any debt securities of any of Edison
     International's subsidiaries.

   Notwithstanding the foregoing, Edison International may:

  .  declare dividends in, or make any payment in, shares of common stock of
     Edison International,

  .  purchase its common stock if related to the issuance of common stock
     under any of Edison International's benefit plans for its directors,
     officers or employees,

  .  declare a dividend in connection with any stockholder's rights plan,
     issue stock under such plan or repurchase any rights distributed
     pursuant to the plan, or

  .  make payments under the Series B QUIPS Guarantee or any other Preferred
     Securities Guarantee (as defined in the accompanying prospectus).

Consolidation, Merger and Conveyance of Assets as an Entirety

   Edison International is required to satisfy the conditions described under
"Description of Debt Securities--Consolidation, Merger and Conveyance of Assets
as an Entirety" in the accompanying prospectus, in order to consolidate with or
merge into any other entity or convey, transfer or lease its properties and
assets substantially as an entirety to any entity. In addition to these
conditions, the successor entity must assume all of Edison International's
obligations with respect to the Series B QUIPS Guarantee and Expense Agreement,
and such transaction must be permitted under, and not give rise to any
violation of, the Trust Agreement or the Series B QUIPS Guarantee.

Modification of Subordinated Indenture

   The Subordinated Indenture may be modified, amended or supplemented under
the circumstances described under "Description of Debt Securities--Modification
of Indenture" in the accompanying prospectus. However, any amendment that
adversely affects the holders of the Series B QUIPS in any material respect, as
well as any termination of the Subordinated Indenture and any waiver of a
Subordinated Indenture Event of Default, will require the consent of the
holders of a majority in liquidation amount of the Series B QUIPS.

Subordination

   The Series B QUIDS are subordinated securities and, as a result, the payment
of principal, interest and any other amount on the Series B QUIDS is
subordinated in right of payment to the prior payment in full of all of Edison
International's Senior Debt. This means that in certain circumstances where
Edison International may not be making payments on all of its debt obligations
as they come due, the holders of all of Edison International's Senior Debt will
be entitled to receive payment in full of all amounts that are due or will
become due on the Senior Debt before holders of Series B QUIDS will be entitled
to receive any amounts on the Series B QUIDS. These circumstances include:

  .  Edison International makes a payment or distributes assets to creditors
     upon any liquidation, dissolution, winding up or reorganization of
     Edison International, or as part of an assignment or marshalling of
     Edison International's assets for the benefit of its creditors,

                                      S-22


  .  Edison International files for bankruptcy or certain other events in
     bankruptcy, insolvency or similar proceedings occur, or

  .  the maturity of the Series B QUIDS is accelerated. (For example, the
     entire principal amount of the Series B QUIDS may be declared to be due
     and immediately payable or may be automatically accelerated due to a
     Subordinated Indenture Event of Default as described under "Description
     of Debt Securities--Events of Default" in the accompanying prospectus.)

   In addition, Edison International is not permitted to make payments of
principal, any interest or any other amounts on the Series B QUIDS if it
defaults in its obligation to make payments on Senior Debt and does not cure
such default, if an event of default that permits the holders of Senior Debt to
accelerate the maturity of the Senior Debt occurs, or if any judicial
proceeding is pending with respect to any of these defaults.

   These subordination provisions mean that if Edison International is
insolvent, a holder of Edison International's Senior Debt may ultimately
receive out of Edison International's assets more than a holder of Series B
QUIDS.

   In this context, "Senior Debt" means the principal, any premium and interest
on all of Edison International's indebtedness (including indebtedness of others
that Edison International guarantees), whether such indebtedness exists now or
is created, incurred or assumed by Edison International after the date of this
prospectus supplement, that:

  .  is for money Edison International borrows,

  .  is a letter of credit, bankers' acceptance or similar obligation of
     Edison International,

  .  is evidenced by a note or similar instrument that Edison International
     has given when it acquired any business, property or assets,

  .  is issued or assumed by Edison International as the deferred purchase
     price of property or services (other than trade accounts payable or
     accrued liabilities arising in the ordinary course of Edison
     International's business), or

  .  Edison International owes as a lessee under the leases that generally
     accepted accounting principles require Edison International to
     capitalize on its balance sheet or leases made as part of any sale and
     leaseback transaction it engages in.

   Senior Debt also includes any amendment, renewal, replacement, extension,
modification or refunding of any indebtedness that itself was Senior Debt.
However, Senior Debt does not include indebtedness:

  .  that expressly states in the instrument creating or evidencing it that
     it does not rank senior in right of payment to the Series B QUIDS or to
     any other indebtedness of Edison International that ranks equally with
     or junior to the Series B QUIDS,

  .  that is without recourse to Edison International at the time such debt
     was incurred (without respect to any election under Section 1111(b) of
     the Bankruptcy Code),

  .  to any of Edison International's subsidiaries, or

  .  to any of Edison International's employees not incurred in the ordinary
     course of business.

   Senior Debt does not include the Series B QUIDS.

   Because Edison International is a holding company, Edison International's
right to participate in any asset distribution of any of its subsidiaries, on
liquidation, reorganization or otherwise, will rank junior to rights of all
creditors of that subsidiary (except to the extent that Edison International
may

                                      S-23


itself be a creditor of that subsidiary). The rights of holders of Series B
QUIDS to benefit from those distributions will also be junior to those prior
claims. Consequently, the Series B QUIDS will be effectively subordinated to
all liabilities of Edison International's subsidiaries. A holder of Series B
QUIDS should look only to the assets of Edison International for payments on
the Series B QUIDS.

   At June 30, 1999, Edison International had total liabilities of
approximately $22.219 billion. Of this amount, approximately $6.692 billion
would be Senior Debt of Edison International or liabilities of its subsidiaries
that would effectively rank senior to the Series B QUIDS. During the third
quarter of 1999, Edison International and its subsidiaries issued the following
additional Senior Debt:

  . $23 million of a variable rate coal-related debt facility due 2004 in
    July 1999

  . $750 million of 6 7/8% senior notes due 2004 in September 1999

  . $65 million of 7.10% medium term notes due 2001 in September 1999

  . $5 million of 7.22% medium term notes due 2001 in September 1999

   The Series B QUIDS, the Subordinated Indenture and the Series B QUIPS
Guarantee do not limit Edison International's or any of its subsidiaries'
ability to incur additional indebtedness, including indebtedness that ranks
senior to the Series B QUIDS and the Series B QUIPS Guarantee. We expect that
Edison International and its subsidiaries may incur substantial additional
amounts of indebtedness in the future.

Satisfaction and Discharge

   The Subordinated Indenture will cease to be of further effect, and Edison
International will be deemed to have satisfied and discharged all of its
obligations under the Subordinated Indenture, except as noted below, when:

  .  all outstanding Series B QUIDS have become due or will become due within
     one year at their stated maturity or on a Redemption Date, and

  .  Edison International deposits with the Indenture Trustee, in trust,
     funds and/or government obligations that are sufficient to pay and
     discharge all remaining indebtedness on the outstanding Series B QUIDS.

   Edison International will remain obligated to pay all other amounts due
under to the Subordinated Indenture and to take certain ministerial tasks as
described in the Subordinated Indenture.

Payments

   Edison International will pay interest to the direct holders of Series B
QUIDS listed in Edison International's records at the close of business on the
record date, as discussed below, in advance of each interest payment date. If
the Series B QUIDS are distributed in exchange for the Series B QUIPS, Edison
International will make payments on the Series B QUIDS in accordance with
procedures similar to those described under "Description of the Series B
QUIPS--Payment and Paying Agents" in this prospectus supplement.

   Any money paid to the Subordinated Indenture Trustee or any paying agent, or
held in trust by Edison International, for payments on any Series B QUIDS, that
remains unclaimed at the end of two years after the amount is due will be
repaid to Edison International. After that two-year period, a holder of Series
B QUIDS may look only to Edison International for payment of those amounts.

                                      S-24


 Business Day

   If any payment is due on a day that is not a Business Day, the payment will
be made on the following Business Day unless that Business Day is in a
different calendar year, in which case the payment will be made on the
preceding Business Day. Each payment made on the following or preceding
Business Day will have the same force and effect as if made on the original
payment due date.

 Record Date

   If the Series B QUIDS are held in book-entry form, the record date will be
one Business Day before the relevant interest payment date. If the Series B
QUIDS are held in certificated form, the record date will be the 15th day,
whether or not a Business Day, before the relevant interest payment date.

Notices

   Notices to be given to holders of Series B QUIDS held in certificated form
may be given by mail to their addresses as set forth in Edison International's
records. Notices to be given to holders of Series B QUIDS held in book-entry
form will be given to DTC in accordance with its procedures.

                                      S-25


                              BOOK-ENTRY ISSUANCE

"Street Name" and Other Indirect Holders

   Investors who hold Series B QUIPS in accounts at banks or brokers will
generally not be recognized by the Trust as legal holders of Series B QUIPS.
This is called holding in "Street Name." Instead, the Trust would recognize
only the bank or broker that directly holds, or the financial institution the
bank or broker uses to hold, its Series B QUIPS. These intermediary banks,
brokers and other financial institutions pass along distributions and other
payments on the Series B QUIPS, either because they agree to do so in their
customer agreements or because they are legally required to. If you hold Series
B QUIPS in "Street Name," you should check with your own institution to find
out:

  . how it handles securities payments and notices,

  . whether it imposes fees or charges,

  . how it would handle voting if ever required,

  . whether and how you can instruct it to send you Series B QUIPS registered
    in your own name so you can be a direct holder as described below, and

  . how it would pursue rights under the Series B QUIPS if there were a
    default or other event triggering the need for holders to act to protect
    their interests.

Direct Holders

   The Trust's obligations, as well as the obligations of Edison International,
the Securities Trustees and those of any third parties employed by the Trust,
Edison International or the Securities Trustees, run only to individuals,
corporations or other entities who are registered as holders of Series B QUIPS.
As noted above, the Trust does not have obligations to you if you hold in
"Street Name" or other indirect means, either because you choose to hold Series
B QUIPS in that manner or because the Series B QUIPS are issued in the form of
global securities as described below. For example, once the Trust makes payment
to the registered holder, the Trust has no further responsibility for the
payment even if that holder is legally required to pass the payment along to
you as a "Street Name" customer but does not do so.

Global Securities

 What is a Global Security?

   The Series B QUIPS will be issued in the form of global securities, and,
therefore, the ultimate beneficial owners can only be indirect holders. The
Trust does this by requiring that the global security be registered in the name
of DTC or its nominee and by requiring that the Series B QUIPS included in the
global security not be transferred in the name of any other direct holder
unless the special circumstances described below occur. Any person wishing to
own Series B QUIPS must do so indirectly by virtue of an account with a broker,
bank or other financial institution that in turn has an account with DTC.

 Special Investor Considerations for Global Securities

   As an indirect holder, an investor's rights relating to a global security
will be governed by the account rules of the investor's financial institution
and of DTC, as the well as general laws relating to securities transfers. The
Trust does not recognize this type of investor as a holder of Series B QUIPS
and instead deals only with DTC or its nominee. See "--The DTC System" below.

                                      S-26


   An investor should be aware that because Series B QUIPS are issued only in
the form of global securities:

  . the investor cannot get Series B QUIPS registered in his or her own name,

  . the investor cannot receive physical certificates for his or her interest
    in the Series B QUIPS,

  . the investor will be a "Street Name" holder and must look to his or her
    own bank or broker for payments on the Series B QUIPS and protection of
    his or her legal rights relating to the Series B QUIPS (see "--Street
    Name' and Other Indirect Holders" above),

  . the investor may not be able to sell interests in the Series B QUIPS to
    some insurance companies and other institutions that are required by law
    to own their securities in the form of physical certificates,

  . DTC's policies will govern payments, transfers, exchange and other
    matters relating to the investor's interest in the global security (see
    "--The DTC System" below; the Trust, Edison International and the
    Securities Trustees have no responsibility for any aspect of DTC's
    actions or for its records of ownership interests in the global security,
    nor do they supervise DTC in any way), and

  . payment for purchases and sales in the market for corporate bonds and
    notes is generally made in next-day funds. In contrast, DTC will usually
    require that interests in a global security be purchased or sold within
    its system using same-day funds. This difference could have some effect
    on how global security interests trade, but neither Edison International
    nor the Trust knows what that effect will be.

 Special Situations When Global Security Will Be Terminated

   In a few special situations, the global security will terminate and
interests in it will be exchanged for physical certificates representing Series
B QUIPS. After that exchange, the choice of whether to hold Series B QUIPS
directly or in "Street Name" will be up to the investor. Investors must consult
their own bank or brokers to find out how to have their interests in Series B
QUIPS transferred to their own name, so that they will be direct holders. The
rights of "Street Name" investors and direct holders in the Series B QUIPS are
described above under "--"Street Name' and Other Indirect Holders" and "--
Direct Holders."

  The special situations for termination of a global security are:

  . DTC notifies Edison International or the Trust that it is unwilling,
    unable or no longer qualified to continue as the depositary for the
    Series B QUIPS,

  . Edison International in its sole discretion determines that the global
    security will be exchangeable for certificated Series B QUIPS, or

  . a Trust Agreement Event of Default has occurred and has not been cured
    and the holders of a majority in liquidation amount of the outstanding
    Series B QUIPS determine that the global security will be exchangeable
    for certificated Series B QUIPS.

   When a global security terminates, DTC (and not the Trust, Edison
International or the Securities Trustees) is responsible for deciding the names
of the institutions that will be the initial direct holders.

The DTC System

   DTC has advised us that it is a limited-purpose trust company created to
hold securities for its participating organizations (the "Participants"). DTC
also facilitates the clearance and settlement

                                      S-27


between Participants of transactions of securities deposited with DTC through
changes in the account records of its Participants. The Participants include
securities brokers and dealers, banks, trust companies, clearing corporations
and certain other organizations. The Underwriters are Participants of the DTC
System. Access to DTC's system is also available to other entities such as
securities brokers and dealers, banks and trust companies that work through a
Participant (the "Indirect Participants").

   When you purchase Series B QUIPS through the DTC system, the purchases must
be made by or through a Participant, who will receive credit for the Series B
QUIPS on DTC's records. Since you actually own the Series B QUIPS, you are the
beneficial owner and your ownership interest will only be recorded on the
Participants' or Indirect Participants' records. DTC has no knowledge of your
individual ownership of the Series B QUIPS. DTC's records only show the
identity of the Participants and the amount of the Series B QUIPS held by or
through them. You will not receive a written confirmation of your purchase or
sale or any periodic statement directly from DTC. You will receive these from
your Participant or Indirect Participant. Thus the Participants or Indirect
Participants are responsible for keeping accurate account of the holdings of
their customers like you.

   Any redemption notices will be sent by Edison International and the Trust
directly to DTC, who will in turn inform the Participants, who will then
contact you as a beneficial holder. If less than all of the Series B QUIPS are
being redeemed, DTC's current practice is to choose by lot the amount of the
interest of each Participant to be redeemed. The Participant will then use an
appropriate method to allocate the redemption price among its beneficial
holders like you.

   It is DTC's current practice, upon receipt of any payment of distributions
or liquidation amount, to credit Participants' accounts on the payment date
based on their holdings of beneficial interests in the global securities as
shown on DTC's records. In addition, it is DTC's current practice to assign any
consenting or voting rights to Participants whose accounts are credited with
Series B QUIPS on a record date, by using an omnibus proxy. Payments by
Participants to owners of beneficial interests in the global securities, and
voting by Participants, will be based on the customary practices between the
Participants and owners of beneficial interests, as is the case with the Series
B QUIPS held for the account of customers registered in "Street Name." However,
payments will be the responsibility of the Participants and not of DTC, the
Securities Trustees, the Trust or Edison International.

   The following Year 2000 disclosure has also been provided by DTC: DTC
management is aware that some computer applications, systems, and the like for
processing data that are dependent upon calendar dates, including dates before,
on, and after January 1, 2000, may encounter "Year 2000 problems." DTC has
informed its participants and other members of the financial community that it
has developed and is implementing a program so that its systems, as the same
relate to the timely payment of distributions (including principal and income
payments) to security holders, book-entry deliveries, and settlement of trades
within DTC, continue to function appropriately. This program includes a
technical assessment and a remediation plan, each of which is complete.
Additionally, DTC's plan includes a testing phase, which is expected to be
completed within appropriate time frames.

   However, DTC's ability to perform properly its services is also dependent
upon other parties, including, but not limited to issuers and their agents, as
well as third party vendors from whom DTC licenses software and hardware, and
third party vendors on whom DTC relies for information or for the provision of
services, including telecommunication and electrical utility service providers,
among others. DTC has informed its participants and other members of the
financial community that it is contacting (and will continue to contact) third
party vendors from whom DTC acquires services to: (1) impress upon them the
importance of those services being Year 2000 compliant; and (2) determine the
extent of their efforts for Year 2000 remediation (and, as appropriate,
testing) of their services. In addition, DTC is in the process of developing
such contingency plans as it deems appropriate.

                                      S-28


   We have obtained the information concerning DTC and DTC's book-entry system
from sources that we believe to be accurate, but we are not responsible for the
accuracy of this information. In addition, we are not responsible for the
performance by DTC, its Participants or any Indirect Participants of any of
their obligations.

Registration of Series B QUIDS

   The Series B QUIDS initially will be issued in certificated form and
registered in the name of the Property Trustee. If in the future the Series B
QUIDS are distributed to the holders of Series B QUIPS in exchange for the
Series B QUIPS and at that time the Series B QUIPS are represented by a global
security, the Series B QUIDS would also be represented by a global security. In
this event, we expect that the book-entry arrangements applicable to the Series
B QUIPS would be similar to those applicable to the Series B QUIDS.


                                      S-29


            MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

General

   In the opinion of Latham & Watkins, counsel to Edison International and the
Trust, the following is a summary of the material U.S. federal income tax
consequences relating to the purchase, ownership and disposition of Series B
QUIPS. This summary only addresses the tax consequences to a person that
acquires Series B QUIPS on their original issue date at their original offering
price and that is a United States Holder. A "United States Holder" is:

  . an individual citizen or resident of the United States,

  . a corporation organized under the laws of the United States, any state or
    the District of Columbia,

  . an estate the income of which is subject to U.S. federal income tax
    without regard to its source, or

  . a trust if a U.S. court is able to exercise primary supervision over
    administration of the trust and one or more U.S. persons have authority
    to control all substantial decisions of the trust.

   This summary does not purport to deal with all aspects of taxation that may
be relevant to a holder in light of its personal investments or tax
circumstances, or to holders who receive special treatment under the federal
income tax laws, including, without limitation:

  . persons that are not United States Holders, except as described below
    under "--Non-United States Holders,"

  . financial institutions,

  . insurance companies,

  . regulated investment companies,

  . real estate investment trusts,

  . tax exempt organizations,

  . broker-dealers,

  . persons that will hold Series B QUIPS as part of a position in a "straddle"
    or as part of a "hedging," "conversion" or other integrated investment
    transaction for U.S. federal income tax purposes,

  . persons whose functional currency is not the U.S. dollar, or

  . persons that do not hold Series B QUIPS as capital assets.

   This summary is based upon the U.S. Internal Revenue Code of 1986, as
amended (the "Code"), Treasury regulations, Internal Revenue Service rulings
and pronouncements and judicial decisions now in effect, all of which are
subject to change at any time. These changes may be applied retroactively in a
manner that could cause the tax consequences to vary substantially from the
consequences described below, possibly having an adverse affect on a beneficial
owner of Series B QUIPS.

   The authorities on which this summary is based are subject to various
interpretations, and it is possible that the U.S. federal income tax treatment
of the purchase, ownership and disposition of Series B QUIPS may differ from
the treatment described below.

   You are advised to consult with your own tax advisors in light of your own
particular circumstances as to the U.S. federal tax consequences of the
purchase, ownership and

                                      S-30


disposition of Series B QUIPS, as well as the effect of any state, local or
foreign tax laws and potential changes in applicable tax laws.

Classification of the Series B QUIDS and the Trust

   Edison International, the Trust and the holders of the Series B QUIPS (by
the acceptance of a beneficial interest in a Series B QUIPS) have agreed to
treat the Series B QUIDS as indebtedness for all United States tax purposes and
the Series B QUIPS as evidence of an indirect beneficial ownership interest in
the Series B QUIDS. Given such treatment and assuming full compliance with the
terms of the Trust Agreement, the Indenture and certain other documents, the
Trust will be treated as a "grantor trust" and not as an association taxable as
a corporation and the Series B QUIDS will be treated as indebtedness for U.S.
federal income tax purposes. As a result, each beneficial owner of Series B
QUIPS will be required to include in its gross income its pro rata share of the
interest income, including original issue discount ("OID"), paid or accrued
with respect to the Series B QUIDS, whether or not cash is actually distributed
to the holders. See "--Interest Income and Original Issue Discount" below.

Interest Income and Original Issue Discount

   Under Treasury regulations applicable to debt instruments issued on or after
August 13, 1996, a "remote" contingency that stated interest will not be timely
paid will be ignored in determining whether such debt instrument is issued with
OID. As a result of terms and conditions of the Series B QUIDS that prohibit
certain payments with respect to Edison International's capital stock and
indebtedness if Edison International elects to extend interest payment periods,
Edison International believes that the likelihood of its exercising its option
to defer payments is remote. See "Description of the Series B QUIPS--
Distributions." Based on the foregoing, Edison International believes that the
Series B QUIDS will not be considered to be issued with OID at the time of
their original issuance. Accordingly, the following discussion assumes that
unless and until Edison International exercises its option to defer any payment
of interest, the Series B QUIDS will not be treated as issued with OID.

   Under the Treasury regulations, if Edison International exercises its option
to defer any payment of interest, the Series B QUIDS would at that time be
treated as issued with OID, and all stated interest on the Series B QUIDS would
thereafter be treated as OID as long as the Series B QUIDS remained
outstanding. In this event, all of a holder's taxable interest income with
respect to the Series B QUIDS would be accounted for as OID on an economic
accrual basis regardless of such holder's method of tax accounting, and actual
distributions of stated interest would not be reported as taxable income.
Consequently, a holder would be required to include OID in gross income even
though Edison International would not make any actual cash payments during an
Extension Period.

   The Regulations have not been addressed in any rulings or other
interpretations by the IRS, and it is possible that the IRS could take a
position contrary to the interpretation described above.

   Because income on the Series B QUIPS will constitute interest or OID,
corporate United States Holders of the Series B QUIPS will not be entitled to a
dividends-received deduction with respect to any income taken into account with
respect to the Series B QUIPS.

   Subsequent uses of the term "interest" in this summary include income in the
form of OID.

Distribution of Series B QUIDS to Holders of Series B QUIPS Upon Liquidation of
the Trust

   A distribution by the Trust of the Series B QUIDS as described under the
caption "Description of the Series B QUIPS--Exchange of Series B QUIPS for
Series B QUIDS" will be nontaxable. This distribution will result in the holder
of Series B QUIPS receiving directly its pro rata share of the

                                      S-31


Series B QUIDS, with a holding period and aggregate tax basis equal to the
aggregate tax basis the holder had in its Series B QUIPS before the
distribution.

   If, however, the liquidation of the Trust were to occur because the Trust is
subject to U.S. federal income tax with respect to income accrued or received
on the Series B QUIDS, the distribution of Series B QUIDS to a holder of Series
B QUIPS would be a taxable event to the Trust and each holder of Series B
QUIPS, and each such holder would recognize gain or loss as if the holder had
exchanged its Series B QUIPS for the Series B QUIDS upon liquidation of the
Trust. A holder of Series B QUIPS will include interest in income in respect of
Series B QUIDS received from the Trust in the manner described above under "--
Interest Income and Original Issue Discount."

Sale or Redemption of Series B QUIPS

   A holder that sells Series B QUIPS, including through a redemption for cash,
will recognize gain or loss equal to the difference between such holder's
adjusted tax basis in the Series B QUIPS and the amount realized on the sale of
such Series B QUIPS. Assuming that Edison International does not defer interest
payments on the Series B QUIDS, a holder's adjusted tax basis in the Series B
QUIPS generally will be its initial purchase price. If the Series B QUIDS are
deemed to be issued with OID as a result of Edison International's deferral of
interest payments, a holder's adjusted tax basis in the Series B QUIPS
generally will be its initial purchase price, increased by OID previously
includible in such United States Holder's gross income to the date of
disposition and decreased by distributions or other payments received on the
Series B QUIPS from, and including, the date of the first Extension Period.

   This gain or loss generally will be a capital gain or loss, except to the
extent any amount realized is treated as a payment of accrued interest with
respect to such holder's pro rata share of the Series B QUIDS required to be
included in income, and generally will be long-term capital gain or loss if the
Series B QUIPS have been held for more than one year. Long-term capital gain of
a non-corporate holder is generally subject to a maximum tax rate of 20%.

   If Edison International defers any interest payment on the Series B QUIDS,
the Series B QUIPS may trade at a price that does not fully reflect the value
of accrued but unpaid interest with respect to the Series B QUIDS. A holder who
sells its Series B QUIPS between record dates for payments of distributions
will be required to include accrued but unpaid interest on the Series B QUIDS
through the date of disposition as ordinary income and to add the amount of the
accrued but unpaid interest to its adjusted tax basis in the Series B QUIPS. To
the extent the selling price is less than the holder's adjusted tax basis, such
holder will recognize a capital loss. Subject to certain limited exceptions, a
holder cannot offset ordinary income against capital losses for U.S. federal
income tax purposes.

Backup Withholding Tax and Information Reporting for United States Holders

   The amount of interest income paid and OID accrued on the Series B QUIPS
held of record by United States Holders, other than corporations and other
exempt United States Holders, will be reported to the IRS. "Backup" withholding
at a rate of 31% will apply to payments of interest to a non-exempt United
States Holder unless the United States Holder furnishes its taxpayer
identification number in the manner prescribed in applicable Treasury
regulations, certifies that such number is correct, certifies as to no loss of
exemption from backup withholding and meets certain other conditions.

   Payment of the proceeds from the disposition of Series B QUIPS to or through
the U.S. office of a broker is subject to information reporting and backup
withholding unless the holder establishes an exemption from information
reporting and backup withholding.

                                      S-32


   Any amounts withheld from a holder under the backup withholding rules will
be allowed as a refund or a credit against such holder's U.S. federal income
tax liability, provided the required information is furnished to the IRS.

   It is anticipated that income on the Series B QUIPS will be reported to
holders on Form 1099, and mailed to holders of the Series B QUIPS by January 31
following each calendar year.

Possible Tax Law Changes

   You should be aware that legislation has been proposed by the Clinton
Administration in the past that, if enacted, would have denied an interest
expense deduction to issuers of instruments such as the Series B QUIDS. While
legislation of that kind is not currently pending, we can give no assurance
that similar legislation will not ultimately be enacted into law, or that other
developments will not occur on or after the date of this prospectus supplement
that would adversely affect the tax treatment of the Series B QUIDS or the
Trust. Changes of that kind also could give rise to a Tax Event.

Non-United States Holders

   A "Non-United States Holder" is a person who is not a United States Holder.
Please note that if you pay federal income tax on a net basis on income or gain
with respect to the Series B QUIPS because such income or gain is effectively
connected with the conduct of a United States trade or business, this
disclosure does not cover the United States federal tax rules that apply to
you.

   Payments by the Trust to any holder of Series B QUIPS who or which is a Non-
United States Holder will generally not be subject to U.S. federal income tax
or withholding tax, provided that:

  (1) the beneficial owner of the Series B QUIPS does not actually or
      constructively own 10 percent or more of the total combined voting
      power of all classes of voting stock of Edison International,

  (2) the beneficial owner of the Series B QUIPS is not a controlled foreign
      corporation that is related to Edison International through stock
      ownership, and

  (3) either (A) the beneficial owner of the Series B QUIPS certifies to the
      Trust, under penalty of perjury, that it is not a United States Holder
      and provides its name and address on a Form W-8 or suitable substitute
      form, or (B) a securities clearing organization, bank or other
      financial institution that holds customers' securities in the ordinary
      course of its trade or business, and holds the Series B QUIPS in such
      capacity, certifies to the Trust, under penalty of perjury, that it has
      received such statement from the beneficial owner or from another
      entity described in B between it and the beneficial owner and furnishes
      the Trust with a copy thereof.

   A Non-United States Holder of a Series B QUIPS will generally not be subject
to U.S. federal income tax or withholding tax on any gain realized upon the
sale, redemption, retirement, or other disposition of a Series B QUIPS (other
than gain attributable to accrued interest, which is addressed in the preceding
paragraph) unless:

  (1) the Non-United States Holder is an individual who is present in the
      U.S. for 183 days or more during the taxable year and meets certain
      other conditions; or

  (2) the Non-United States Holder is subject to tax under provisions of U.S.
      tax law applicable to U.S. expatriates, including former citizens or
      residents of the United States.

   Treasury regulations that are generally effective with respect to payments
after December 31, 2000, would provide alternative methods for satisfying the
certification requirement described in

                                      S-33


clauses (3)(A) and (3)(B) above. Such regulations also would require, in the
case of Series B QUIPS held by a foreign partnership, that:

  . the certification described in clause (3) above be provided by the
    partners rather than by the foreign partnership, and

  . the partnership provides certain information, including a U.S. taxpayer
    identification number.

   A look-through rule would apply in the case of tiered partnerships.

Backup Withholding and Information Reporting for Non-United States Holders

   If a Non-United States Holder receives payments of interest or principal
directly from us or through the United States office of a custodian, nominee,
agent or broker, there is the possibility that both backup withholding at a
rate of 31% and information reporting will apply to such payments. With respect
to interest payments made on the Series B QUIPS, however, backup withholding
and information reporting will not apply if you certify, generally on a Form W-
8 or substitute form, that you are not a United States person for United States
federal income tax purposes.

   Moreover, backup withholding or information reporting generally will not
apply to proceeds received on the sale, exchange, redemption, or other
disposition of the Series B QUIPS, if a Non-United States Holders properly
provides, generally on Form W-8 or a substitute form, a statement that he or
she is an "exempt foreign person" for purposes of the broker reporting rules
and other required information. If a Non-United States Holder is not required
to pay United States federal income or withholding tax on the sale or other
disposition of the Series B QUIPS, as described above under "Non-United States
Holders," he or she will generally qualify as an "exempt foreign person" for
purposes of the broker reporting rules.

   If payments of principal and interest are made to a Non-United States Holder
outside the United States by or through the foreign office of its foreign
custodian, nominee or other agent, or if such Non-United States Holder receives
the proceeds of the sale of the Series B QUIPS through a foreign office of a
"broker," as defined in the pertinent Treasury regulations, backup withholding
or information reporting will generally not apply to such payments. Backup
withholding and information reporting will apply, however, if the foreign
custodian, nominee, agent or broker has actual knowledge or reason to know that
the payee is a United States person. Information reporting, but not backup
withholding, will apply to payments if the payment is made by a foreign office
of a custodian, nominee, agent or broker that is a United States person or a
controlled foreign corporation for United States federal income tax purposes,
or that derives 50% or more of its gross income from the conduct of a United
States trade or business for a specified three year period, unless the broker
has in its records documentary evidence that you are a Non-United States Holder
and other conditions specified in the Code are met.

   Any amounts withheld under the backup withholding rules may be refunded or
credited against the Non-United States Holder's United States federal income
tax liability, provided the required information is furnished to the IRS.

New Backup Withholding Regulations

   New regulations relating to withholding tax on income paid to foreign
persons will generally be effective for payments made after December 31, 2000,
subject to some transition rules. The new withholding regulations modify and,
in general, unify the way in which a Non-United States Holder establishes its
status as a Non-United States "beneficial owner" eligible for withholding
exemptions including the portfolio interest exemption, a reduced treaty rate or
an exemption from backup withholding. For example, the new regulations will
require new forms, which you will generally have to provide earlier than you
would have had to provide replacements for expiring existing forms.

                                      S-34


   The new withholding regulations clarify withholding agents' reliance
standards. They also require additional certifications for claiming treaty
benefits. The new withholding regulations also provide somewhat different
procedures for foreign intermediaries and flow-through entities, such as
foreign partnerships, to claim the benefit of applicable exemptions on behalf
of non-United States beneficial owners for which or for whom they receive
payments. The new withholding regulations also amend the foreign broker office
definition as it applies to partnerships.

   When a Non-United States Holder purchases the Series B QUIPS, he or she will
be required to submit certification that complies with the temporary Treasury
regulations in order to obtain an available exemption from or reduction in
withholding tax. The new withholding regulations provide that certifications
satisfying the requirements of the new withholding regulations will be deemed
to satisfy the requirement of the Treasury regulations now in effect. In any
case, the Non-United States Holder must provide certifications that comply with
the provisions of the new withholding regulations, where required, not later
than December 31, 2000, if the United States Holder remains as a holder on such
date, unless the Non-United States Holder receives payments on the Series B
QUIPS through a qualified intermediary, as defined in the new withholding
regulations, that has provided a proper certification on the Non-United States
Holder's behalf. If the Non-United States Holder is claiming a benefit under an
income tax treaty and not relying on the portfolio interest exemption, such
holder should be aware that he or she may be required to obtain a taxpayer
identification number and to certify your eligibility under the applicable
treaty's limitations on benefits article in order to comply with the new
withholding regulations' certification requirements.

   The new withholding regulations are complex and this summary does not
completely describe them. Please consult your tax advisor to determine how the
new withholding regulations will affect your particular circumstances.

                                      S-35


                                  UNDERWRITING

   Edison International, the Trust and the underwriters for the offering (the
"Underwriters") named below have entered into an underwriting agreement with
respect to the Series B QUIPS being offered. Subject to certain conditions,
each Underwriter has severally agreed to purchase the number of Series B QUIPS
indicated in the following table. Goldman, Sachs & Co., A.G. Edwards & Sons,
Inc., Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Morgan Stanley & Co. Incorporated, PaineWebber Incorporated, Prudential
Securities Incorporated and Salomon Smith Barney Inc. are the representatives
of the Underwriters.


                                                                    Number of
     Underwriter                                                  Series B QUIPS
     -----------                                                  --------------
                                                               
     Goldman, Sachs & Co. ......................................    1,045,000
     A.G. Edwards & Sons, Inc. .................................    1,045,000
     Lehman Brothers Inc. ......................................    1,045,000
     Merrill Lynch, Pierce, Fenner & Smith
          Incorporated..........................................    1,045,000
     Morgan Stanley & Co. Incorporated..........................    1,045,000
     PaineWebber Incorporated...................................    1,045,000
     Prudential Securities Incorporated.........................    1,045,000
     Salomon Smith Barney Inc. .................................    1,045,000
     ABN AMRO Incorporated......................................      140,000
     Banc of America Securities LLC.............................      140,000
     Bear, Stearns & Co. Inc. ..................................      140,000
     CIBC World Markets Corp. ..................................      140,000
     Deutsche Bank Securities Inc. .............................      140,000
     Donaldson, Lufkin & Jenrette Securities Corporation........      140,000
     First Union Securities, Inc. ..............................      140,000
     J.P. Morgan Securities Inc. ...............................      140,000
     Charles Schwab & Co., Inc. ................................      140,000
     SG Cowen Securities Corporation............................      140,000
     Advest, Inc. ..............................................       70,000
     Robert W. Baird & Co. Incorporated.........................       70,000
     BB&T Capital Markets
      A Division of Scott & Stringfellow, Inc. .................       70,000
     Blaylock & Partners, L.P. .................................       70,000
     J.C. Bradford & Co. .......................................       70,000
     Crowell, Weedon & Co. .....................................       70,000
     Dain Rauscher Wessels
      a division of Dain Rauscher Incorporated..................       70,000
     Fahnestock & Co. Inc. .....................................       70,000
     Fifth Third Securities, Inc. ..............................       70,000
     First Albany Corporation...................................       70,000
     Gruntal & Co., L.L.C. .....................................       70,000
     J.J.B. Hilliard, W.L. Lyons, Inc. .........................       70,000
     Janney Montgomery Scott LLC................................       70,000
     Legg Mason Wood Walker, Incorporated.......................       70,000
     McDonald Investments Inc., a KeyCorp Company...............       70,000
     McGinn, Smith & Co., Inc. .................................       70,000
     Morgan Keegan & Company, Inc. .............................       70,000
     Muriel Siebert & Co., Inc. ................................       70,000
     Olde Discount Corporation..................................       70,000
     Parker/Hunter Incorporated.................................       70,000


                                      S-36




                                                                    Number of
     Underwriter                                                  Series B QUIPS
     -----------                                                  --------------
                                                               
     Raymond James & Associates, Inc. ...........................       70,000
     The Robinson-Humphrey Company, LLC..........................       70,000
     RONEY CAPITAL MARKETS
      A Division of BANC ONE CAPITAL MARKETS, Inc. ..............       70,000
     Sterne, Agee & Leach, Inc. .................................       70,000
     Sutro & Co. Incorporated....................................       70,000
     TD Securities (USA) Inc. ...................................       70,000
     Tucker Anthony Cleary Gull..................................       70,000
     U.S. Bancorp Piper Jaffray Inc. ............................       70,000
     Utendahl Capital Partners, L.P. ............................       70,000
     Wachovia Securities, Inc. ..................................       70,000
     Wedbush Morgan Securities Inc. .............................       70,000
     The Williams Capital Group, L.P. ...........................       70,000
                                                                    ----------
       Total.....................................................   12,000,000
                                                                    ==========


   If the Underwriters sell more Series B QUIPS than the total number set forth
in the table above, the Underwriters have an option to buy up to an additional
1,800,000 Series B QUIPS from the Trust to cover such sales. They may exercise
that option for 30 days. If any Series B QUIPS are purchased pursuant to this
option, the Underwriters will severally purchase Series B QUIPS in
approximately the same proportion as set forth in the table above.

   Because the Trust will invest the proceeds from the sale of the Series B
QUIPS in the Series B QUIDS issued by Edison International, the underwriting
agreement provides that Edison International will pay underwriting commissions
to the Underwriters, as compensation. The following table shows the per Series
B QUIPS and total underwriting commissions to be paid to the Underwriters by
Edison International. Such amounts are shown assuming both no exercise and full
exercise of the Underwriters' option to purchase 1,800,000 additional Series B
QUIPS.



                                                   Paid by Edison International
                                                   -----------------------------
                                                    No Exercise   Full Exercise
                                                   ------------- ---------------
                                                           
Per Series B QUIPS................................ $      0.7875  $       0.7875
Total............................................. $   9,450,000  $   10,867,500


   The Underwriters propose to offer the Series B QUIPS to the public initially
at the initial public offering price set forth on the cover page of this
prospectus supplement. Any Series B QUIPS sold by the Underwriters to
securities dealers may be sold at a discount of up to $0.50 per Series B QUIPS
from the initial public offering price. Any of those securities dealers may
resell the Series B QUIPS they purchase from the Underwriters to other brokers
and dealers at a discount of up to $0.45 per Series B QUIPS from the initial
public offering price. If all the Series B QUIPS are not sold at the initial
public offering price, the representatives of the Underwriters may change the
offering price and other selling terms.

   Edison International and the Trust have agreed with the Underwriters, during
the period beginning from the date of the underwriting agreement and continuing
to and including the earlier of (i) the termination of trading restrictions on
the Series B QUIPS, as determined by the representatives of the Underwriters,
and (ii) 30 days after the last Time of Delivery (as defined in the
underwriting agreement), not to offer, sell, contract to sell or otherwise
dispose of any preferred securities, any other beneficial interests in the
assets of any trust, or any preferred securities or any other securities of any
trust or Edison International, as the case may be, that are substantially
similar to the Series B QUIPS (including any guarantee of such securities) or
any securities that are convertible into or exchangeable for, or that represent
the right to receive, preferred securities or any such substantially similar
securities of any trust or Edison International, or any debt securities

                                      S-37


of Edison International (other than the Series B QUIDS) which mature more than
one year after such Time of Delivery and which are substantially similar to the
Series B QUIPS, without the prior written consent of the representatives of the
Underwriters.

   Prior to this offering, there has been no public market for the Series B
QUIPS. Edison International and the Trust have applied for listing the Series B
QUIPS on the New York Stock Exchange. If approved, trading in the Series B
QUIPS on the New York Stock Exchange is expected to begin within the 30-day
period after the initial delivery of the Series B QUIPS. In order to meet one
of the requirements for listing the Series B QUIPS, the Underwriters have
undertaken to sell the Series B QUIPS to a minimum of 400 beneficial owners.
The representatives of the Underwriters have advised Edison International and
the Trust that they intend to make a market in the Series B QUIPS prior to the
commencement of trading on the New York Stock Exchange, but are not obligated
to do so and may discontinue market making at any time without notice. No
assurance can be given as to the liquidity of the trading market for the Series
B QUIPS.

   In connection with the offering, the Underwriters may purchase and sell the
Series B QUIPS in the open market. These transactions may include short sales,
stabilizing transactions and purchases to cover positions created by short
sales. Short sales involve the sale by the Underwriters of a greater number of
Series B QUIPS than they are required to purchase in the offering. Stabilizing
transactions consist of certain bids or purchases made for the purpose of
preventing or retarding a decline in the market price of the Series B QUIPS
while the offering is in progress.

   The Underwriters also may impose a penalty bid. This occurs when a
particular Underwriter repays to the Underwriters a portion of the underwriting
commissions received by it because the Underwriters have repurchased Series B
QUIPS sold by or for the account of such Underwriter in stabilizing or short
covering transactions.

   These activities by the Underwriters may stabilize, maintain or otherwise
affect the market place of the Series B QUIPS. As a result, the price of the
Series B QUIPS may be higher than the price that otherwise might exist in the
open market. If these activities are commenced, they may be discontinued by the
Underwriters at any time. These transactions may be effected on the New York
Stock Exchange, in the over-the-counter market or otherwise.

   Edison International estimates that its share of the total expenses of this
offering, excluding underwriting discounts and commissions, will be
approximately $750,000.

   Edison International and the Trust have agreed to indemnify the several
Underwriters against specified liabilities, including liabilities under the
Securities Act of 1933, as amended, and to contribute to amounts paid by the
Underwriters if the indemnification provided is unavailable or insufficient.

   Certain of the Underwriters or their affiliates have provided from time to
time, and expect to provide in the future, investment or commercial banking
services to Edison International and its affiliates, for which such
Underwriters or their affiliates have received or will receive customary fees
and commissions.

   VALIDITY OF SERIES B QUIPS, SERIES B QUIDS AND SERIES B QUIPS GUARANTEE

   Matters of Delaware law relating to the validity of the Series B QUIPS will
be passed upon on behalf of Edison International and the Trust by Richards,
Layton & Finger P.A., Wilmington, Delaware, special Delaware counsel to Edison
International and the Trust. The validity of the Series B QUIDS and the Series
B QUIPS Guarantee will be passed upon on behalf of Edison International by
Kenneth S. Stewart, Assistant General Counsel of Edison International. Latham &
Watkins, Los Angeles, California will pass upon matters relating to United
States federal income tax considerations. Certain legal matters will be passed
upon for the Underwriters by Cleary, Gottlieb, Steen & Hamilton, New York, New
York.

                                      S-38


PROSPECTUS

                       [LOGO OF EDISON INTERNATIONAL(SM)]

                                 $2,500,000,000

                              Edison International
         Debt Securities, Common Stock, Preferred Stock and Guarantees

                                  EIX Trust I
                                  EIX Trust II
                                 EIX Trust III

            Preferred Securities Guaranteed by Edison International

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

   We may offer and sell the securities from time to time in one or more
offerings. This prospectus provides you with a general description of the
securities we may offer.

   Each time we sell securities we will provide a supplement to this prospectus
that contains specific information about the offering and the terms of the
securities. The supplement may also add, update or change information contained
in this prospectus. You should carefully read this prospectus and any
supplement before you invest in any of our securities.

Edison International

   Edison International may offer and sell the following securities:

  . debt securities

  . common stock

  . preferred stock

  . guarantees of preferred securities

The Trusts

   EIX Trust I, EIX Trust II and EIX Trust III may offer and sell preferred
securities, guaranteed by Edison International.

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

   Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.

                 The date of this prospectus is July 21, 1999.


                               TABLE OF CONTENTS



                                                                           Page
                                                                           ----
                                                                        
About This Prospectus.....................................................   3
Forward-Looking Statements................................................   3
Where You Can Find More Information.......................................   4
Edison International......................................................   5
The Trusts................................................................   6
Use of Proceeds...........................................................   7
Ratio of Edison International Earnings to Fixed Charges and Preferred
 Stock Dividends..........................................................   7
Description of Securities.................................................   8
Description of Debt Securities............................................   8
Description of Edison International's Common Stock and Preferred Stock....  17
Description of Preferred Securities.......................................  20
Description of Preferred Securities Guarantees............................  27
Description of Expense Agreements.........................................  29
Relationship Among Preferred Securities, Preferred Securities Guarantees
 and Subordinated Debt Securities Held By Each Trust......................  29
Experts...................................................................  30
Validity of the Securities and the Preferred Securities Guarantees........  30
Plan of Distribution......................................................  30


                                       2


                             ABOUT THIS PROSPECTUS

   This prospectus is part of a "shelf" registration statement that we filed
with the United States Securities and Exchange Commission, or the "SEC." By
using a shelf registration statement, we may sell up to $2,500,000,000 offering
price of any combination of the securities described in this prospectus from
time to time and in one or more offerings. This prospectus only provides you
with a general description of the securities that we may offer. Each time we
sell securities, we will provide a supplement to this prospectus that contains
specific information about the terms of the securities. The supplement may also
add, update or change information contained in this prospectus. Before
purchasing any securities, you should carefully read both this prospectus and
any supplement, together with the additional information described under the
heading "Where You Can Find More Information."

   This prospectus does not contain separate financial statements for the
trusts. Edison International files consolidated financial information with the
SEC that includes each of the trusts. The trusts do not have any independent
function other than to issue securities and to purchase subordinated debt
securities from Edison International. We do not believe that additional
financial information regarding the trusts would be useful to you.

   You should rely only on the information contained or incorporated by
reference in this prospectus and in any supplement. We have not authorized any
other person to provide you with different information. If anyone provides you
with different or inconsistent information, you should not rely on it. We will
not make an offer to sell these securities in any jurisdiction where the offer
or sale is not permitted. You should assume that the information appearing in
this prospectus and the supplement to this prospectus is accurate as of the
dates on their covers. Our business, financial condition, results of operations
and prospects may have changed since that date.

                           FORWARD-LOOKING STATEMENTS

   This prospectus, any accompanying prospectus supplement and the additional
information described under the heading "Where You Can Find More Information"
may contain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements are subject to risks
and uncertainties and are based on the beliefs and assumptions of our
management, based on information currently available to our management. When we
use words such as "believes," "expects," "anticipates," "intends," "plans,"
"estimates," "should" or similar expressions, we are making forward-looking
statements. Forward-looking statements include the information concerning
possible or assumed future results of operations set forth under "Business" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in our Annual Report on Form 10-K, under the same or similar
headings in our Quarterly Reports on Form 10-Q, and in our Current Reports on
Form 8-K, incorporated by reference into this prospectus.

   Forward-looking statements are not guarantees of performance. They involve
risks, uncertainties and assumptions. Our future results and shareholder value
may differ materially from those expressed in these forward-looking statements.
Many of the factors that will determine these results and value are beyond our
ability to control or predict. These statements are necessarily based upon
various assumptions involving judgments with respect to the future including,
among others, our ability to achieve synergies and revenue growth, national,
international, regional and local economic, competitive and regulatory
conditions and developments, technological developments, capital market
conditions, inflation rates, foreign currency exchange rates and valuations,
interest rates, energy markets, weather conditions, business and regulatory or
legal decisions, the pace of deregulation of retail natural gas and
electricity, the timing and extent of changes in commodity prices for oil,
natural gas and electricity, the timing and success of business development
efforts, new or increased

                                       3


environmental liabilities, the effects of Year 2000-related computer problems,
and other uncertainties, all of which are difficult to predict and many of
which are beyond our control. You are cautioned not to put undue reliance on
any forward-looking statements. For those statements, we claim the protection
of the safe harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995.

   You should also consider any other factors contained in this prospectus or
in any accompanying supplement, including the information incorporated by
reference into this prospectus or into any accompanying supplement.

                      WHERE YOU CAN FIND MORE INFORMATION

Available Information

  Edison International files reports, proxy statements and other information
with the SEC. Information filed with the SEC by Edison International can be
inspected and copied at the Public Reference Room maintained by the SEC and at
the Regional Offices of the SEC as follows:

  Public Reference Room    New York Regional Office    Chicago Regional Office
 450 Fifth Street, N.W.      7 World Trade Center          Citicorp Center
        Room 1024                 Suite 1300           500 West Madison Street
 Washington, D.C. 20549    New York, New York 10048          Suite 1400
                                                      Chicago, Illinois 60661-
                                                                2551

   You may also obtain copies of this information by mail from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, at prescribed rates. Further information on the operation of the
SEC's Public Reference Room in Washington, D.C. can be obtained by calling the
SEC at 1-800-SEC-0330.

   The SEC also maintains a web site that contains reports, proxy statements
and other information about issuers, such as Edison International, who file
electronically with the SEC. The address of that site is http://www.sec.gov.

   Edison International's common stock is listed on the New York Stock
Exchange (NYSE: EIX), and reports, proxy statements and other information
concerning Edison International can also be inspected at the offices of the
New York Stock Exchange at 20 Broad Street, New York, New York 10005. In
addition, reports, proxy statements and other information concerning Edison
International can be inspected at its offices at 2244 Walnut Grove Avenue,
Rosemead, California 91770. You also can obtain copies of some of the above
reports and other information at the web site maintained by Edison
International. The address of that web site is http://www.edison.com.

   This prospectus is part of a registration statement that we filed with the
SEC. The full registration statement may be obtained from the SEC or Edison
International, as indicated below. Forms of the indentures, the trust
agreements and other documents establishing the terms of the offered
securities and the guarantees are filed as exhibits to the registration
statement. Statements in this prospectus about these documents are summaries.
You should refer to the actual documents for a more complete description of
the relevant matters.

Incorporation by Reference

   The rules of the SEC allow us to "incorporate by reference" information
into this prospectus, which means that we can disclose important information
to you by referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this prospectus,
and later information that we file with the SEC will automatically update and
supersede that information. The prospectus incorporates by reference the
documents set forth below that we have previously filed with the SEC. These
documents contain important information about Edison International.


                                       4




      Sec Filings (File No. 1-9936)                     Period
      -----------------------------                     ------
                                     
   Annual Report on Form 10-K           Year ended December 31, 1998

   Quarterly Report on Form 10-Q        Quarter ended March 31, 1999

   Current Report on Form 8-K           Filed April 5, 1999

   Current Report on Form 8-K           Filed July 2, 1999

   Registration Statement on Form 8-A   Filed November 21, 1996

   The "Description of Registrant's     Filed by SCEcorp (former name of Edison
    Securities to be Registered" on     International) on May 20, 1988
    pages 4-5 of the Registration
    Statement on Form 8-B


   We are also incorporating by reference all additional documents that we file
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, between the date of this prospectus and the
termination of the offering of securities described in this prospectus.

   Upon request, Edison International will provide without charge to each
person to whom a copy of this prospectus has been delivered a copy of any and
all of these filings. You may request a copy of these filings by writing or
telephoning us at:

                              Edison International
                            2244 Walnut Grove Avenue
                                 (P.O. Box 999)
                           Rosemead, California 91770
                        Attention: Corporate Governance
                           Telephone: (626) 302-2662

                              EDISON INTERNATIONAL

   Edison International is a multinational corporation and a global leader in
energy production and distribution, and in energy and infrastructure finance.
Headquartered in Rosemead, California, Edison International has regional
offices in New York, Washington, D.C., Australia, Indonesia, the Philippines,
Singapore, Italy, Spain, Turkey and the United Kingdom. Edison International
was incorporated on April 20, 1987, under the laws of the State of California
for the purpose of becoming the parent holding company of Southern California
Edison Company, a California public utility corporation. Edison International
directly or indirectly owns all of the issued and outstanding common stock of
Southern California Edison Company and of other subsidiaries engaged in
nonutility businesses. Edison International's combined assets total nearly $27
billion.

   The regulated utility and the nonutility subsidiaries are:

  .  Southern California Edison, one of the nation's largest investor-owned
     electric utilities, serving approximately 11 million people within an
     approximate 50,000-square-mile area in central, coastal and Southern
     California. Based in Rosemead, California, the regulated utility is a
     recognized leader in cutting-edge research and technology and for
     providing reliable electrical service in its region for more than a
     century. The company has assets of approximately $17 billion.

  .  Edison Mission Energy, specializing in the development, acquisition,
     construction management and operation of global power production
     facilities. Based in Irvine, California, it is among the world's leading
     power producers with assets of nearly $7 billion and investments in
     approximately 58 projects currently operating in Australia, New Zealand,
     Spain, Turkey, the United Kingdom and the United States, and plants
     under construction in Australia, Indonesia, Italy, New Zealand,
     Thailand, and the United States (Puerto Rico). In total, these projects
     represent nearly 15,000 megawatts of generating capacity.

                                       5


  .  Edison Capital, a provider of capital and financial services for global
     energy, infrastructure and affordable housing projects. Headquartered in
     Irvine, California, it has assets of nearly $2.5 billion. The company
     has investments in energy and infrastructure projects in the United
     States, Latin America, Australia, Europe, Asia and Africa and is one of
     the nation's leading investors in affordable housing developments
     eligible for tax credits.

  .  Mission Land Company, which is in the business of managing and selling
     real estate projects.

  .  Edison Enterprises, a provider of products and services for commercial,
     retail and utility markets. Based in San Dimas, California, it offers
     energy management services for business customers, electrical and
     appliance repair and home security services to residential consumers,
     and a wide range of services to utilities both in the U.S. and in
     Canada.

   Edison International is engaged in the business of holding, for investment,
the stock of its subsidiaries. Edison International may, in the future, engage
in other businesses. At year-end 1998, Southern California Edison Company had
13,177 full-time employees. Edison International had 20 full-time employees,
Edison Mission Energy had 1,180 full-time employees, Edison Capital had
85 full-time employees, and Edison Enterprises had 3,888 full-time employees.

   The information above concerning Edison International and its subsidiaries
is only a summary and does not purport to be comprehensive. For additional
information concerning Edison International and its subsidiaries, you should
refer to the information described in "Where You Can Find More Information."

   The principal executive offices of Edison International are located at 2244
Walnut Grove Avenue, Rosemead, California 91770, and its telephone number is
(626) 302-2222.

                                   THE TRUSTS

   Edison International created three Delaware business trusts pursuant to
three trust agreements. The trusts are named EIX Trust I, EIX Trust II and EIX
Trust III. Edison International will enter into an amended and restated trust
agreement (a "Trust Agreement") for each trust, which will state the terms and
conditions for each trust to issue and sell its preferred securities and common
securities. A form of Trust Agreement is filed as an exhibit to the
registration statement of which this prospectus forms a part.

   Each trust will exist solely to:

  .  issue and sell its preferred securities (representing undivided
     beneficial interests in the assets of the trust) to the public;

  .  issue and sell its common securities (representing undivided beneficial
     interests in the assets of the trust) to Edison International;

  .  use the proceeds from the sale of its preferred and common securities to
     purchase a series of Edison International's subordinated debt
     securities;

  .  distribute the cash payments it receives on the subordinated debt
     securities it owns to the holders of the preferred and common
     securities; and

  .  engage in other activities that are necessary or incidental to these
     purposes.

   Edison International will purchase all of the common securities of each
trust. The common securities will represent an aggregate liquidation amount
equal to at least 3% of each trust's total capitalization. The preferred
securities will represent the remaining 97% of the trust's total
capitalization. The common securities will have terms substantially identical
to, and will rank equal in priority of payment with, the preferred securities.
However, if Edison International defaults on the related subordinated debt
securities, then cash distributions and liquidation, redemption and other
amounts payable on the common securities will be subordinate in priority of
payment to such amounts payable on the preferred securities.

                                       6


   The preferred securities will be guaranteed by Edison International as
described later in this prospectus.

   Edison International has appointed five trustees to conduct each trust's
business and affairs:

  .  The Chase Manhattan Bank ("property trustee");

  .  Chase Manhattan Bank Delaware ("Delaware trustee"); and

  .  Three Edison International officers ("regular trustees").

   Except under certain limited circumstances, only Edison International can
remove or replace the trustees. In addition, Edison International can increase
or decrease the number of trustees.

   Edison International will pay all fees and expenses related to each trust
and each offering of the related preferred securities and will pay all ongoing
costs and expenses of each trust, except the respective trust's obligations
under the related preferred and common securities.

   The trusts will not have separate financial statements. The statements would
not be material to holders of the preferred securities because no trust will
have any independent operations. Each trust exists solely for the reasons
summarized above.

   The principal offices of each trust will be located at 2244 Walnut Grove
Avenue, Rosemead, California 91770, and the telephone number of each trust will
be (626) 302-1930.

                                USE OF PROCEEDS

   Unless stated otherwise in the applicable prospectus supplement, the net
proceeds from the sale of the offered securities will be:

 .  used by Edison International and/or its subsidiaries for general corporate
   purposes, including investing in nonutility business activities and reducing
   short-term debt incurred to provide interim financing for such purposes; and

 .  used by the respective trusts to purchase subordinated debt securities of
   Edison International.

  RATIO OF EDISON INTERNATIONAL EARNINGS TO FIXED CHARGES AND PREFERRED STOCK
                                   DIVIDENDS

   The following table sets forth the ratio of Edison International earnings to
combined fixed charges and preferred stock dividends for Edison International
for each of the five years in the five-year period ended December 31, 1998:



                                                      Year Ended December 31,
                                                      ------------------------
                                                      1994 1995 1996 1997 1998
                                                      ---- ---- ---- ---- ----
                                                           
Ratio of Earnings to Combined Fixed Charges and
 Preferred Stock Dividends........................... 2.48 2.55 2.40 2.39 2.31
Adjusted Ratio of Earnings to Combined Fixed Charges
 and Preferred Stock Dividends (1)...................   NA   NA   NA 2.40 2.60


(1) The following effects of rate reduction notes are excluded from the
    adjusted ratios for 1997 and 1998:



                                                           1997        1998
                                                        ---------- ------------
                                                             
   Income before interest expense...................... $8,142,000 $149,486,000
   Interest expense....................................  8,142,000  149,486,000


  SCE Funding LLC, a special purpose entity, of which Southern California
  Edison Company is the sole member, issued approximately $2.5 billion of
  these notes in December 1997. For further details you should refer to the
  information described in "Where You Can Find More Information" in the
  Prospectus, particularly page 46 of Edison International's 1998 Annual
  Report to Shareholders.

                                       7


                           DESCRIPTION OF SECURITIES

   The following is a general description of the terms and provisions of the
securities we may offer and sell by this prospectus. These summaries are not
meant to be a complete description of each security. This prospectus and any
accompanying prospectus supplement will contain the material terms and
conditions for each security. The prospectus supplement may add, update or
change the terms and conditions of the securities as described in this
prospectus. For more information about the securities offered by us, please
refer to:

  .  the indenture between Edison International and Harris Trust and Savings
     Bank, as trustee, relating to the issuance of each series of senior debt
     securities by Edison International;

  .  the indenture ("subordinated indenture") between Edison International
     and The Chase Manhattan Bank, as trustee, relating to the issuance of
     each series of subordinated debt securities by Edison International;

  .  the Trust Agreement of each trust; and

  .  the guarantee agreement between Edison International and The Chase
     Manhattan Bank, as trustee, relating to Edison International's guarantee
     of the preferred securities issued by each trust.

   Forms of these documents are filed as exhibits to the registration
statement. The indentures listed above are sometimes collectively referred to
as the "indentures" and individually referred to as an "indenture." The trustee
under each indenture is referred to as the "indenture trustee." The indentures
are subject to and governed by the Trust Indenture Act of 1939, and may be
supplemented or amended from time to time following their execution.

                         DESCRIPTION OF DEBT SECURITIES

   The following description discusses the general terms and provisions of the
debt securities that Edison International may offer by this prospectus. The
debt securities may be issued as senior debt securities or subordinated debt
securities. Any subordinated debt securities issued by Edison International
will be purchased by a trust and correspond to the series of preferred
securities issued by the trust. The indebtedness represented by the senior debt
securities will rank equally with all other unsecured and unsubordinated debt
of Edison International. The indebtedness represented by the subordinated debt
securities will rank junior and be subordinate in right of payment to the prior
payment in full of the senior debt of Edison International, to the extent and
in the manner set forth in the prospectus supplement for the securities. See
"--Subordination" below.

   Each indenture gives us broad authority to set the particular terms of each
series of debt securities, including the right to modify certain of the terms
contained in the indenture. The particular terms of a series of debt securities
and the extent, if any, to which the particular terms of the issue modify the
terms of the indenture will be described in the prospectus supplement relating
to the debt securities.

   Each indenture contains the full legal text of the matters described in this
section. Because this section is a summary, it does not describe every aspect
of the debt securities or the applicable indenture. This summary is subject to
and qualified in its entirety by reference to all the provisions of the
applicable indenture, including definitions of terms used in the indenture. We
also include references in parentheses to certain sections of the indentures.
Whenever we refer to particular sections or defined terms of the indentures in
this prospectus or in a prospectus supplement, these sections or defined terms
are incorporated by reference herein or in the prospectus supplement. This
summary also is subject to and qualified by reference to the description of the
particular terms of the debt securities in the applicable prospectus
supplement.


                                       8


General

   We may issue an unlimited amount of debt securities under each indenture in
one or more series. We need not issue all debt securities of one series at the
same time and, unless otherwise provided, we may reopen a series, without the
consent of the holders of the debt securities of that series, for issuances of
additional debt securities of that series.

   The debt securities will be unsecured obligations.

   Prior to the issuance of each series of debt securities, the terms of the
particular securities will be specified in a supplemental indenture (including
any pricing supplement) and a board resolution of Edison International or in
one or more officer's certificates of Edison International pursuant to a
supplemental indenture or a board resolution. We refer you to the applicable
prospectus supplement for a description of the following terms of the series of
debt securities:

     (a) the title of the debt securities;

     (b) any limit upon the principal amount of the debt securities;

     (c) the date or dates on which principal will be payable or how to
  determine the dates;

     (d) the rate or rates or method of determination of interest; the date
  from which interest will accrue; the dates on which interest will be
  payable, which we refer to as the "interest payment dates;" and any record
  dates for the interest payable on the interest payment dates;

     (e) any obligation or option of Edison International to redeem, purchase
  or repay debt securities, or any option of the registered holder to require
  Edison International to redeem or repurchase debt securities, and the terms
  and conditions upon which the debt securities will be redeemed, purchased
  or repaid;

     (f) the denominations in which the debt securities will be issuable (if
  other than denominations of $1,000 and any integral multiple thereof);

     (g) any provision relating to deferral of interest payments;

     (h) whether the debt securities are to be issued in whole or in part in
  the form of one or more global debt securities and, if so, the identity of
  the depositary for the global debt securities; and

     (i) any other terms of the debt securities.

   (See Section 301.)

Payment of Debt Securities--Interest

   Unless indicated differently in a prospectus supplement, we will pay
interest on the debt security on each interest payment date to the person in
whose name the debt security is registered as of the close of business on the
regular record date relating to the interest payment date.

   However, if we default in paying interest on a debt security, we will pay
defaulted interest in either of the two following ways:

     (a) We will first propose to the indenture trustee a payment date for
  the defaulted interest. Next, the indenture trustee will choose a special
  record date for determining which registered holders are entitled to the
  payment. The special record date will be between 10 and 15 days before the
  payment date we propose. Finally, we will pay the defaulted interest on the
  payment date to the registered holder of the debt security as of the close
  of business on the special record date.


                                       9


     (b) Alternatively, we can propose to the indenture trustee any other
  lawful manner of payment that is consistent with the requirements of any
  securities exchange on which the debt securities are listed for trading. If
  the indenture trustee thinks the proposal is practicable, payment will be
  made as proposed.

   (See Section 307.)

Payment of Debt Securities--Principal

   Unless we indicate differently in a prospectus supplement, we will pay
principal of and any premium on the debt securities at stated maturity, upon
redemption or otherwise, upon presentation of the debt securities at the office
of the indenture trustee, as our paying agent. Any other paying agent initially
designated for the debt securities of a particular series will be named in the
applicable prospectus supplement.

   In our discretion, we may change the place of payment on the debt
securities, and may remove any paying agent and may appoint one or more
additional paying agents. (See Section 1002.)

Form; Transfers; Exchanges

   The debt securities will be issued

     (a) only in fully registered form;

     (b) without interest coupons; and

     (c) unless otherwise specified in a prospectus supplement, in
  denominations that are integral multiples of $1,000.

   You may have your debt securities divided into debt securities of smaller
denominations (of at least $1,000) or combined into debt securities of larger
denominations, as long as the total principal amount is not changed. This is
called an "exchange."

   You may exchange or transfer debt securities at the office of the indenture
trustee. The indenture trustee acts as our agent for registering debt
securities in the names of holders and transferring debt securities. We may
appoint another agent or act as our own agent for this purpose. The entity
performing the role of maintaining the list of registered holders is called the
"security registrar." It will also perform transfers.

   In our discretion, we may change the place for registration of transfer of
the debt securities and may remove and/or appoint one or more additional
security registrars. (See Sections 305 and 1002.)

   Except as otherwise provided in a prospectus supplement, there will be no
service charge for any transfer or exchange of the debt securities, but you may
be required to pay a sum sufficient to cover any tax or other governmental
charge payable in connection with the transfer or exchange. We may block the
transfer or exchange of (a) debt securities during a period of 15 days prior to
giving any notice of redemption or (b) any debt security selected for
redemption in whole or in part, except the unredeemed portion of any debt
security being redeemed in part. (See Section 305.)

Redemption

   We will set forth any terms for the redemption of debt securities in a
prospectus supplement. Unless we indicate differently in a prospectus
supplement, and except with respect to debt securities redeemable at the option
of the registered holder, debt securities will be redeemable upon notice by
mail between 30 and 60 days prior to the redemption date. If less than all of
the debt securities of any series or any tranche of a series are to be
redeemed, the indenture trustee will select the debt securities to be redeemed.
In the absence of any provision for selection, the indenture trustee will
choose a method of random selection it deems fair and appropriate. (See
Sections 1102, 1103 and 1104.)

                                       10


   Debt securities will cease to bear interest on the redemption date. We will
pay the redemption price and any accrued interest once you surrender the debt
security for redemption. (See Section 1105.) If only part of a debt security is
redeemed, the indenture trustee will deliver to you a new debt security of the
same series for the remaining portion without charge. (Section 1106.)

   We may make any redemption conditional upon the receipt by the paying agent,
on or prior to the date fixed for redemption, of money sufficient to pay the
redemption price. If the paying agent has not received the money by the date
fixed for redemption, we will not be required to redeem the debt securities.
(See Section 1104.)

Events of Default

   An "event of default" occurs with respect to debt securities of any series
if:

     (a) we do not pay any interest on any debt securities of the applicable
  series within 30 days of the due date (following any deferral allowed under
  the terms of the debt securities and elected by us);

     (b) we do not pay principal or premium on any debt securities of the
  applicable series on its due date;

     (c) we remain in breach of a covenant or warranty (excluding covenants
  and warranties not applicable to the affected series) of the indenture for
  90 days after we receive a written notice of default stating we are in
  breach and requiring remedy of the breach; the notice must be sent by
  either the indenture trustee or registered holders of at least 25% of the
  principal amount of debt securities of the affected series;

     (d) we file for bankruptcy or other specified events in bankruptcy,
  insolvency, receivership or reorganization occur; or

     (e) any other event of default specified in the prospectus supplement
  occurs.

(See Section 501.)

   No event of default with respect to a series of debt securities necessarily
constitutes an event of default with respect to the debt securities of any
other series issued under the indenture.

Remedies

 Acceleration

   If an event of default occurs and is continuing with respect to any series
of debt securities, then either the indenture trustee or the registered holders
of not less than 25% in principal amount of the outstanding debt securities of
that series may declare the principal amount of all of the debt securities of
that series to be due and payable immediately. (See Section 502.)

 Rescission of Acceleration

   After the declaration of acceleration has been made and before the indenture
trustee has obtained a judgment or decree for payment of the money due on any
series of debt securities, the registered holders of not less than a majority
in aggregate principal amount of the outstanding debt securities of that series
may rescind and annul the declaration and its consequences, if

     (a) we pay or deposit with the indenture trustee a sum sufficient to pay

       (1) all overdue interest;

       (2) the principal of and any premium which have become due other
    than by the declaration of acceleration and overdue interest on these
    amounts;

                                       11


       (3) interest on overdue interest to the extent lawful;

       (4) all amounts due to the indenture trustee under the indenture; and

     (b) all events of default with respect to the affected series, other
  than the nonpayment of the principal which has become due solely by the
  declaration of acceleration, have been cured or waived as provided in the
  indenture.

(See Section 502.)

   For more information as to waiver of defaults, see "Waiver of Default and
of Compliance" below.

 Control by Registered Holders; Limitations

   Subject to the indenture, if an event of default with respect to the debt
securities of any series occurs and is continuing, the registered holders of a
majority in principal amount of the outstanding debt securities of that series
will have the right to

     (a) direct the time, method and place of conducting any proceeding for
  any remedy available to the indenture trustee, or

     (b) exercise any trust or power conferred on the indenture trustee with
  respect to the debt securities of the series.

   If an event of default is continuing with respect to all the series of debt
securities, the registered holders of a majority in aggregate principal amount
of the outstanding debt securities of all the series, considered as one class,
will have the right to make such direction, and not the registered holders of
the debt securities of any one of the series. These rights of registered
holders to make direction are subject to the following limitations:

     (a) the registered holders' directions will not conflict with any law or
  the indenture; and

     (b) the registered holders' directions may not involve the indenture
  trustee in personal liability where the indenture trustee believes
  indemnity is not adequate.

   The indenture trustee may also take any other action it deems proper which
is consistent with the registered holders' direction. (See Sections 512 and
603.)

   In addition, the indenture provides that no registered holder of any debt
security of any series will have any right to institute any proceeding,
judicial or otherwise, with respect to the indenture for the appointment of a
receiver or for any other remedy under the indenture unless

     (a) that registered holder has previously given the indenture trustee
  written notice of a continuing event of default;

     (b) the registered holders of not less than 25% in aggregate principal
  amount of the outstanding debt securities of all the series, considered as
  one class, or, in the case of an event of default of the character
  specified above in clause (a) or (b) under "Events of Default," that
  series, have made written request to the indenture trustee to institute
  proceedings in respect of that event of default and have offered the
  indenture trustee indemnity satisfactory to it against costs and
  liabilities incurred in complying with the request; and

     (c) for 60 days after receipt of the notice, the indenture trustee has
  failed to institute a proceeding and no direction inconsistent with the
  request has been given to the indenture trustee during the 60-day period by
  the registered holders of a majority in aggregate principal amount of
  outstanding debt securities of all the series, considered as one class, or,
  in the case of an event of default of the character specified above in
  clause (a) or (b) under "Events of Default," that series.

                                      12


Furthermore, no registered holder will be entitled to institute any action if
and to the extent that the action would disturb or prejudice the rights of
other registered holders. (See Sections 507 and 603.)

   However, each registered holder has an absolute and unconditional right to
receive payment when due and to bring a suit to enforce that right. (See
Sections 507 and 508.)

Notice of Default

   The indenture trustee is required to give the registered holders of the debt
securities notice of any default under the indenture to the extent required by
the Trust Indenture Act, unless the default has been cured or waived; except
that in the case of an event of default of the character specified above in
clause (c) under "Events of Default," no notice shall be given to the
registered holders until at least 30 days after the occurrence thereof. (See
Section 602.) The Trust Indenture Act currently permits the indenture trustee
to withhold notices of default (except for certain payment defaults) if the
indenture trustee in good faith determines the withholding of the notice to be
in the interests of the registered holders.

   We will furnish the indenture trustee with an annual statement as to our
compliance with the conditions and covenants in the indenture. (See Section
1005.)

Waiver of Default and of Compliance

   The registered holders of a majority in aggregate principal amount of the
outstanding debt securities of all affected series (voting as one class) may
waive, on behalf of the registered holders of all debt securities of all such
series, any past default under the indenture, except a default in the payment
of principal, premium or interest, or with respect to compliance with certain
provisions of the indenture that cannot be amended without the consent of the
registered holder of each outstanding debt security. (See Section 513.)

   Compliance with some of the covenants in the indenture or otherwise provided
with respect to debt securities may be waived by the registered holders of a
majority in aggregate principal amount of the affected debt securities,
considered as one class. (See Section 1006.)

Consolidation, Merger and Conveyance of Assets as an Entirety; No Financial
Covenants

   Subject to the provisions described in the next paragraph, Edison
International will preserve its corporate existence. (See Section 1004.)

   Edison International has agreed not to consolidate with or merge into any
other entity and not to convey, transfer or lease its properties and assets
substantially as an entirety to any entity, unless:

     (a) the entity formed by the consolidation or into which Edison
  International is merged, or the entity which acquires or which leases the
  property and assets of Edison International substantially as an entirety,
  is an entity organized and existing under the laws of the United States of
  America or any State of the United States or the District of Columbia, and
  expressly assumes, by supplemental indenture, the due and punctual payment
  of the principal, premium and interest on all the outstanding debt
  securities and the performance of all of the covenants of Edison
  International under the indenture, and

     (b) immediately after giving effect to the transactions, no event of
  default, and no event which after notice or lapse of time or both would
  become an event of default, will have occurred and be continuing.

(See Section 801.)

   The indenture contains no financial or other similar restrictive covenants.
Any such covenants with respect to any particular series of debt securities
will be set forth in the applicable prospectus supplement.

                                       13


Modification of Indenture

   Without Registered Holder Consent. Without the consent of any registered
holders of debt securities, we and the applicable indenture trustee may enter
into one or more supplemental indentures for any of the following purposes:

     (a) to evidence the succession of another entity to Edison
  International; or

     (b) to add one or more covenants of Edison International or other
  provisions for the benefit of the registered holders of all or any series
  or tranche of debt securities, or to surrender any right or power conferred
  upon Edison International; or

     (c) to add any additional events of default for all or any series of
  debt securities; or

     (d) to change or eliminate any provision of the indenture or to add any
  new provision to the indenture that does not adversely affect the interests
  of the registered holders; or

     (e) to provide security for the debt securities of any series; or

     (f) to establish the form or terms of debt securities of any series or
  tranche or any debt securities guarantees as permitted by the indenture; or

     (g) to provide for the issuance of bearer securities; or

     (h) to evidence and provide for the acceptance of appointment of a
  separate or successor indenture trustee; or

     (i) to provide for the procedures required to permit the utilization of
  a noncertificated system of registration for any series or tranche of debt
  securities; or

     (j) to change any place or places where

       (1) we may pay principal, premium and interest,

       (2) debt securities may be surrendered for transfer or exchange, or

       (3) notices and demands to or upon Edison International may be
    served; or

     (k) to cure any ambiguity, defect or inconsistency or to make any other
  changes that do not adversely affect the interests of the registered
  holders in any material respect.

(See Section 901.)

   If the Trust Indenture Act is amended after the date of the indenture so as
to require changes to the indenture or so as to permit changes to, or the
elimination of, provisions which, at the date of the indenture or at any time
thereafter, were required by the Trust Indenture Act to be contained in the
indenture, the indenture will be deemed to have been amended so as to conform
to the amendment or to effect the changes or elimination, and Edison
International and the applicable indenture trustee may, without the consent of
any registered holders, enter into one or more supplemental indentures to
effect or evidence the amendment.

   With Registered Holder Consent. We and the indenture trustee may, with some
exceptions, amend or modify any indenture with the consent of the registered
holders of at least a majority in aggregate principal amount of the debt
securities of all series affected by the amendment or modification (voting as
one class). However, no amendment or modification may, without the consent of
the registered holder of each outstanding debt security affected thereby,

     (a) change the stated maturity of the principal or interest on any debt
  security (other than pursuant to the terms of the debt security), or reduce
  the principal amount, interest or premium payable or change the currency in
  which any debt security is payable, or impair the right to bring suit to
  enforce any payment;

                                       14


     (b) reduce the percentages of registered holders whose consent is
  required for any supplemental indenture or waiver or reduce the
  requirements for quorum and voting under the indenture; or

     (c) modify certain of the provisions in the indenture relating to
  supplemental indentures and waivers of certain covenants and past defaults.

   A supplemental indenture which changes or eliminates any provision of the
indenture expressly included solely for the benefit of registered holders of
debt securities of one or more particular series or tranches will be deemed not
to affect the rights under the indenture of the registered holders of debt
securities of any other series or tranche. (See Section 902.)

Miscellaneous

   The indenture provides that some debt securities, including those for which
payment or redemption money has been deposited or set aside in trust, will not
be deemed to be "outstanding" in determining whether the registered holders of
the requisite principal amount of the outstanding debt securities have given or
taken any demand, direction, consent or other action under the indenture as of
any date, or are present at a meeting of registered holders for quorum
purposes. (See Section 101.)

   We will be entitled to set any day as a record date for the purpose of
determining the registered holders of outstanding debt securities of any series
entitled to give or take any demand, direction, consent or other action under
the indenture, in the manner and subject to the limitations provided in the
indenture. In some circumstances, the indenture trustee also will be entitled
to set a record date for action by registered holders. If a record date is set
for any action to be taken by registered holders of particular debt securities,
the action may be taken only by persons who are registered holders of the
respective debt securities on the record date. (See Section 104.)

Defeasance and Covenant Defeasance

   The indentures provide, unless the terms of the particular series of debt
securities provide otherwise, that we may, upon satisfying several conditions,
cause ourselves to be:

     (a) discharged from our obligations, with some exceptions, with respect
  to any series of debt securities, which we refer to as "defeasance"; and

     (b) released from our obligations under specified covenants with respect
  to any series of debt securities, which we refer to as "covenant
  defeasance."

   One condition we must satisfy is the irrevocable deposit with the indenture
trustee, in trust, of money and/or government obligations which, through the
scheduled payment of principal and interest on those obligations, would provide
sufficient moneys to pay the principal of and any premium and interest on those
debt securities on the maturity dates of the payments or upon redemption.

   The indentures permit defeasance with respect to any series of debt
securities even if a prior covenant defeasance has occurred with respect to the
debt securities of that series. Following a defeasance, payment of the debt
securities defeased may not be accelerated because of an event of default.
Following a covenant defeasance, payment of the debt securities may not be
accelerated by reference to the specified covenants affected by the covenant
defeasance. However, if an acceleration were to occur, the realizable value at
the acceleration date of the money and government obligations in the defeasance
trust could be less than the principal and interest then due on the respective
debt securities, since the required deposit in the defeasance trust would be
based upon scheduled cash flows rather than market value, which would vary
depending upon interest rates and other factors.

                                       15


   Under current United States federal income tax law, the defeasance
contemplated in the preceding paragraphs would be treated as an exchange of the
relevant debt securities in which holders of the debt securities might
recognize gain or loss. In addition, the amount, timing and character of
amounts that holders would be required after the defeasance to include in
income might be different from that which would be includible in the absence of
the defeasance. Prospective investors are urged to consult their own tax
advisors as to the specific consequences of a defeasance, including the
applicability and effect of tax laws other than United States federal income
tax laws.

   Under current United States federal income tax laws, unless accompanied by
other changes in the terms of the debt securities, covenant defeasance
generally should not be treated as a taxable exchange.

Resignation and Removal of the Indenture Trustee; Deemed Resignation

   The indenture trustee may resign at any time by giving written notice to us.

   The indenture trustee may also be removed by act of the registered holders
of a majority in principal amount of the then outstanding debt securities of
any series.

   No resignation or removal of the indenture trustee and no appointment of a
successor indenture trustee will become effective until the acceptance of
appointment by a successor indenture trustee in accordance with the
requirements of the indenture.

   Under some circumstances, we may appoint a successor indenture trustee and,
if the successor accepts, the indenture trustee will be deemed to have
resigned.

   (Section 610).

Subordination

   Unless we indicate differently in a prospectus supplement, any subordinated
debt securities will be subordinated in the following manner. If Edison
International's assets are distributed upon our dissolution, winding up,
liquidation or reorganization, the payment of the principal of, premium, if
any, and interest on any subordinated debt securities will be subordinated, to
the extent provided in the subordinated indenture and the applicable
supplemental indenture, to the prior payment in full of all senior
indebtedness, including senior debt securities. However, Edison International's
obligation to pay principal, and premium, if any, or interest on the
subordinated debt securities will not otherwise be affected. No payment on
account of principal, or premium, if any, sinking fund or interest may be made
on the subordinated debt securities at any time when there is a default in the
payment of principal, premium, if any, sinking fund or interest on senior
indebtedness. If, while Edison International is in default on senior
indebtedness, any payment is received by the indenture trustee under the
subordinated debt security indenture or the holders of any of the subordinated
debt securities before it has paid all senior indebtedness in full, the payment
or distribution must be paid over to the holders of the unpaid senior
indebtedness or applied to the repayment of the unpaid senior indebtedness.
Subject to paying the senior indebtedness in full, the holders of the
subordinated debt securities will be subrogated to the rights of the holders of
the senior indebtedness to the extent that payments are made to the holders of
senior indebtedness out of the distributive share of the subordinated debt
securities.

   Due to the subordination, if Edison International's assets are distributed
upon insolvency, some or all of its general creditors may recover more,
ratably, than holders of subordinated debt securities. The subordinated
indenture or applicable supplemental indenture may state that its subordination

                                       16


provisions will not apply to money and securities held in trust under the
satisfaction and discharge, and the legal defeasance provisions of the
subordinated indenture.

   If this prospectus is being delivered in connection with the offering of a
series of subordinated debt securities, the accompanying prospectus supplement
or the information incorporated by reference in it will set forth the
approximate amount of senior indebtedness outstanding as of a recent date.

Conversion Rights

   The terms and conditions of any debt securities being offered that are
convertible into common stock of Edison International will be set forth in a
prospectus supplement. These terms will include the conversion price, the
conversion period, provisions as to whether conversion will be at the option of
the holder or us, the events requiring an adjustment of the conversion price
and provisions affecting conversion in the event that the debt securities are
redeemed.

Governing Law

   The subordinated indenture and the related debt securities will be governed
by and construed in accordance with the laws of the State of California, except
that the rights, duties, immunities and indemnities of the indenture trustee
will be governed by the laws of the State of New York.

   The senior indenture and the related debt securities will be governed by and
construed in accordance with the laws of the State of California.

                     DESCRIPTION OF EDISON INTERNATIONAL'S
                        COMMON STOCK AND PREFERRED STOCK

   The following description of Edison International's common stock and
preferred stock is only a summary and is qualified in its entirety by reference
to the articles of incorporation and bylaws of Edison International. Therefore,
you should read carefully the more detailed provisions of Edison
International's Restated Articles of Incorporation, Edison International's
Amended Bylaws, and Edison International's Rights Agreement, dated November 21,
1996, between Edison International and Harris Trust Company of California, as
rights agent, copies of which are incorporated by reference as exhibits to the
registration statement of which this prospectus is a part.

General

   The authorized capital stock of Edison International consists of (1)
800,000,000 shares of Edison International common stock, without par value, and
(2) 50,000,000 shares of preferred stock, without par value. As of March 31,
1999, there were issued and outstanding 347,207,697 shares of Edison
International common stock and no shares of Edison International preferred
stock. No other classes of capital stock are authorized under the Edison
International articles of incorporation. The issued and outstanding shares of
Edison International common stock are duly authorized, validly issued, fully
paid, nonassessable and free of preemptive rights.

Edison International Common Stock

   The holders of Edison International common stock are entitled to receive
such dividends as the Edison International board of directors may from time to
time declare, subject to any rights of holders of outstanding shares of Edison
International preferred stock. Except as otherwise provided by law, each holder
of Edison International common stock is entitled to one vote per share on each
matter

                                       17


submitted to a vote of a meeting of shareholders, subject to any class or
series voting rights of holders of Edison International preferred stock.

   In the event of any liquidation, dissolution or winding up of Edison
International, whether voluntary or involuntary, the holders of shares of
Edison International common stock, subject to any rights of the holders of
outstanding shares of Edison International preferred stock, are entitled to
receive any remaining assets of Edison International after the discharge of its
liabilities.

   Holders of Edison International common stock are not entitled to preemptive
rights to subscribe for or purchase any part of any new or additional issue of
stock or securities convertible into stock. Edison International common stock
does not contain any redemption provisions or conversion rights and is not
liable to assessment or further call.

   Each outstanding share of Edison International common stock is accompanied
by a right to purchase one one-thousandth of a share of Series A Junior
Participating Cumulative Preferred Stock, without par value, of Edison
International at a price of $55.00 per right, subject to certain anti-dilution
adjustments. The Edison International board of directors has reserved 3,000,000
shares of such Series A preferred stock for issuance upon exercise of the
rights, as more fully discussed below under the heading "--Description of
Preferred Share Purchase Rights."

   The registrar and transfer agent for the Edison International common stock
is Southern California Edison Company.

Preferred Stock

   The Edison International board of directors is authorized, pursuant to the
Edison International articles of incorporation, to issue up to 50,000,000
shares of Edison International preferred stock in one or more series and to fix
the number of shares of any series of preferred stock, to determine the
designation of any such series, to increase or decrease the number of shares of
any such series subsequent to the issue of shares of that series, and to
determine or alter the rights, preferences, privileges and restrictions granted
to or imposed upon any wholly unissued series of preferred stock. As of March
31, 1999, there were no shares of Edison International preferred stock
outstanding. However, the Edison International board of directors has reserved
3,000,000 shares of Series A preferred stock for issuance in connection with
rights issued under the Edison International rights agreement.

   Prior to the issuance of shares of each series of preferred stock, the board
of directors is required to adopt resolutions and file a certificate of
determination with the Secretary of State of the State of California (other
than the Series A preferred stock, for which those actions have been taken
previously). The certificate of determination will fix for each series the
designation and number of shares and the rights, preferences, privileges and
restrictions of the shares including, but not limited to, the following:

     (a) the title and stated value of the preferred stock;

     (b) voting rights, if any, of the preferred stock;

     (c) any rights and terms of redemption (including sinking fund
  provisions);

     (d) the dividend rate(s), period(s) and/or payment date(s) or method(s)
  of calculation applicable to the preferred stock;

     (e) whether dividends are cumulative or non-cumulative and, if
  cumulative, the date from which dividends on the preferred stock will
  accumulate;


                                       18


     (f) the relative ranking and preferences of the preferred stock as to
  dividend rights and rights upon the liquidation, dissolution or winding up
  of our affairs;

     (g) the terms and conditions, if applicable, upon which the preferred
  stock will be convertible into common stock, including the conversion price
  (or manner of calculation) and conversion period;

     (h) the provision for redemption, if applicable, of the preferred stock;

     (i) the provisions for a sinking fund, if any, for the preferred stock;

     (j) liquidation preferences;

     (k) any limitations on issuance of any class or series of preferred
  stock ranking senior to or on a parity with the class or series of
  preferred stock as to dividend rights and rights upon liquidation,
  dissolution or winding up of our affairs; and

     (l) any other specific terms, preferences, rights, limitations or
  restrictions of the preferred stock.

   All shares of preferred stock will, when issued, be fully paid and
nonassessable and will not have any preemptive or similar rights.

   In addition to the terms listed above, we will set forth in a prospectus
supplement the following terms relating to the class or series of preferred
stock being offered:

     (a) the number of shares of the preferred stock offered, the liquidation
  preference per share and the offering price of the preferred stock;

     (b) the procedures for auction and remarketing, if any, for the
  preferred stock;

     (c) any listing of the preferred stock on any securities exchange; and

     (d) a discussion of any material and/or special United States federal
  income tax considerations applicable to the preferred stock.

Rank

   Unless we specify otherwise in the applicable prospectus supplement, the
preferred stock will rank, with respect to dividends and upon our liquidation,
dissolution or winding up:

     (a) senior to all classes or series of our common stock and to all of
  our equity securities ranking junior to the preferred stock;

     (b) on a parity with all of our equity securities the terms of which
  specifically provide that the equity securities rank on a parity with the
  preferred stock; and

     (c) junior to all of our equity securities the terms of which
  specifically provide that the equity securities rank senior to the
  preferred stock.

Description of Preferred Share Purchase Rights

   On November 21, 1996, the Edison International board of directors adopted a
preferred share purchase rights plan providing that one preferred share
purchase right will attach to each share of Edison International common stock.
The description and terms of the rights are set forth in a rights agreement,
dated as of November 21, 1996, by and between Edison International and Harris
Trust Company of California, as rights agent. The purchase rights have an anti-
takeover effect that is intended to discourage coercive or unfair takeover
tactics and to encourage any potential acquirer to negotiate a fair price to
all Edison International shareholders. The purchase rights may cause

                                       19


substantial dilution to any party that may attempt to acquire Edison
International on terms not approved by the Edison International board of
directors. However, the purchase rights are structured in a way so as not to
interfere with any negotiated merger or other business combination. The rights
will expire on November 21, 2006. Until a right is exercised, the holder of the
right will have no rights as a shareholder of Edison International beyond those
rights afforded to existing shareholders, including the right to vote or to
receive dividends.

   The rights are designed to assure that all of Edison International's
shareholders receive fair and equal treatment in the event of any proposed
takeover of Edison International and to guard against partial tender offers,
open market accumulations and other abusive tactics that may be deployed to
gain control of Edison International without a control premium paid to all
shareholders. Any time prior to the first date that a person or group has
become an "acquiring person" as defined in the rights agreement, the rights
should not interfere with any merger or other business combination as long as
it is approved by the Edison International board of directors.

Anti-Takeover Provisions

   The Edison International articles of incorporation and bylaws contain
provisions that may have the effect of discouraging persons from acquiring
large blocks of Edison International stock or delaying or preventing a change
in control of Edison International. The material provisions which may have such
an effect are:

     (a) a provision permitting the Edison International board of directors
  to amend or repeal the Edison International bylaws, except that provisions
  of the bylaws specifying or changing a fixed number of directors or the
  maximum or minimum number or changing from a fixed to a variable board of
  directors or vice versa may only be adopted by approval of outstanding
  shares;

     (b) authorization for the Edison International board of directors to
  issue Edison International preferred stock in series and to fix rights and
  preferences of the series (including, among other things, whether, and to
  what extent, the shares of any series will have voting rights and the
  extent of the preferences of the shares of any series with respect to
  dividends and other matters); and

     (c) a provision requiring the approval of holders of at least 80% of the
  outstanding voting shares of Edison International for such acquisition or
  change of control unless either a majority of the disinterested directors
  of the Edison International board of directors approves such acquisition or
  change of control or the consideration received in connection with such
  acquisition or change of control equals at least the fair market value of
  the capital stock of Edison International.

   Some acquisitions of Edison International's outstanding voting shares would
also require approval of the SEC under the Public Utility Holding Company Act
of 1935 and of various federal, state and foreign regulatory authorities.

                      DESCRIPTION OF PREFERRED SECURITIES

General

   Each Trust Agreement authorizes the regular trustees to issue on behalf of
each trust one series of preferred securities which will have the terms
described in a prospectus supplement. The proceeds from the sale of a trust's
preferred and common securities will be used by the trust to purchase a series
of subordinated debt securities issued by Edison International. The
subordinated debt securities will be held in trust by the property trustee for
the benefit of the holders of the preferred and common securities.

                                       20


   Under each preferred securities guarantee, Edison International will agree
to make payments of distributions and payments on redemption or liquidation
with respect to a trust's preferred securities, but only to the extent the
trust has funds available to make those payments and has not made the payments.
See "Description of Preferred Securities Guarantees."

   The assets of a trust available for distribution to the holders of its
preferred securities will be limited to payments from Edison International
under the series of subordinated debt securities held by the trust. If Edison
International fails to make a payment on the subordinated debt securities, the
trust will not have sufficient funds to make related payments, including
distributions, on its preferred securities.

   Each preferred securities guarantee, when taken together with Edison
International's obligations under the related series of subordinated debt
securities, the subordinated indenture, the related Trust Agreement and the
related expense agreement (as described below), will provide a full and
unconditional guarantee by Edison International of amounts due on the preferred
securities issued by a trust.

   Each Trust Agreement will be qualified as an indenture under the Trust
Indenture Act. Each property trustee will act as indenture trustee for the
preferred securities to be issued by the applicable trust, in order to comply
with the provisions of the Trust Indenture Act.

   Each series of preferred securities will have the terms, including those
regarding distributions, redemption, voting, liquidation rights and the other
preferred, deferred or other special rights or other restrictions, as described
in the relevant Trust Agreement or made part of the Trust Agreement by the
Trust Indenture Act or the Delaware Business Trust Act. The terms of the
preferred securities will mirror the terms of the subordinated debt securities
held by the trust.

   The prospectus supplement relating to the preferred securities of a trust
will describe the specific terms of the preferred securities, including:

     (a) the name of the preferred securities;

     (b) the dollar amount and number of securities issued;

     (c) any provision relating to deferral of distribution payments;

     (d) the annual distribution rate(s), or method of determining the
  rate(s), the payment date(s) and the record dates used to determine the
  holders who are to receive distributions;

     (e) the date from which distributions will be cumulative;

     (f) the optional redemption provisions, if any, including the prices,
  time periods and other terms and conditions for which the preferred
  securities will be purchased or redeemed, in whole or in part;

     (g) the terms and conditions, if any, upon which the applicable series
  of subordinated debt securities may be distributed to holders of the
  preferred securities;

     (h) the voting rights, if any, of holders of the preferred securities;

     (i) any securities exchange on which the preferred securities will be
  listed;

     (j) whether the preferred securities are to be issued in book-entry form
  and represented by one or more global certificates and, if so, the
  depository for the global certificates and the specific terms of the
  depositary arrangements; and

     (k) any other relevant rights, preferences, privileges, limitations or
  restrictions of the preferred securities.

                                       21


   Each prospectus supplement will describe various United States federal
income tax considerations applicable to the purchase, holding and disposition
of the series of preferred securities covered by the prospectus supplement.

Liquidation Distribution Upon Dissolution

   Unless otherwise specified in an applicable prospectus supplement, each
Trust Agreement states that the related trust shall be dissolved:

     (a) on the expiration of the term of the trust;

     (b) upon the bankruptcy, dissolution or liquidation of Edison
  International;

     (c) upon direction by Edison International to the property trustee to
  dissolve the trust and distribute the related subordinated debt securities
  directly to the holders of the preferred and common securities of the
  trust;

     (d) upon the redemption of all of the common and preferred securities of
  the trust in connection with the redemption of all of the related
  subordinated debt securities; or

     (e) upon entry of a court order for the dissolution of the trust.

   Unless otherwise specified in an applicable prospectus supplement, in the
event of a dissolution as described in (a), (b), (c) or (e) above, after the
trust satisfies all liabilities to its creditors as provided by applicable law,
each holder of the preferred or common securities will be entitled to receive:

     (a) the related subordinated debt securities in an aggregate principal
  amount equal to the aggregate liquidation amount of the preferred or common
  securities held by the holder; or

     (b) if such a distribution of related subordinated debt securities is
  determined by the property trustee not to be practical, cash equal to the
  aggregate liquidation amount of the preferred or common securities held by
  the holder, plus accumulated and unpaid distributions to the date of
  payment.

   If the trust cannot pay the full amount due on its preferred and common
securities because insufficient assets are available for payment, then the
amounts payable by the trust on its preferred and common securities will be
paid on a pro rata basis. However, if an event of default under the related
subordinated indenture has occurred and is continuing, the total amounts due on
the preferred securities will be paid before any distribution on the common
securities.

Events of Default

   An "event of default" under the Trust Agreement (a "Trust Agreement event of
default") occurs if: (a) an event of default under the subordinated indenture
relating to a series of subordinated debt securities occurs or (b) any other
event of default specified in the prospectus supplement occurs. See
"Description of Debt Securities--Events of Default."

   Edison International and the regular trustees of a trust must file annually
with the property trustee for the trust a certificate stating whether or not
they are in compliance with all the applicable conditions and covenants under
the related Trust Agreement.

   If an event of default occurs under the subordinated indenture, and the
indenture trustee and the holders of not less than 25% in principal amount of
the related subordinated debt securities outstanding fail to declare the
principal of all of such subordinated debt securities to be immediately due and
payable, the holders of at least 25% in aggregate liquidation amount of the
outstanding

                                       22


preferred securities of the applicable trust will have the right to declare
such principal immediately due and payable, by providing notice to Edison
International and the indenture trustee.

   If Edison International fails to pay principal, premium, if any, or interest
on a series of subordinated debt securities when payable, then a holder of the
related preferred securities may directly sue Edison International to collect
its pro rata share of payments owed.

Consolidation, Merger or Amalgamation of the Trusts

   A trust may not consolidate, amalgamate, merge with or into, or be replaced
by or convey, transfer or lease its properties and assets substantially as an
entirety to any corporation or other body ("Merger Event"), except as described
below or as described in "Liquidation Distribution Upon Dissolution." A trust
may, with the consent of the holders of at least a majority in aggregate
liquidation amount of its outstanding preferred securities, consolidate,
amalgamate, merge with or into, or be replaced by or convey, transfer or lease
its properties and assets substantially as an entirety to another trust, if:

     (a) the successor entity either

       (1) expressly assumes all of the obligations of the trust relating
    to its preferred securities; or

       (2) substitutes for the trust's preferred securities other
    securities having substantially the same terms as the preferred
    securities ("successor securities"), so long as the successor
    securities rank the same as the preferred securities for distributions
    and payments upon liquidation, redemption and otherwise;

     (b) Edison International expressly appoints a trustee of the successor
  entity who has the same powers and duties as the property trustee of the
  trust as the holder of the particular series of subordinated debt
  securities;

     (c) the preferred securities are listed or traded, or any successor
  securities will be listed upon notice of issuance, on the same national
  securities exchange or other organization on which the preferred securities
  are then listed or traded;

     (d) the Merger Event does not cause the preferred securities or any
  successor securities to be downgraded by any national rating agency;

     (e) the Merger Event does not adversely affect the rights, preferences
  and privileges of the holders of the preferred securities or any successor
  securities in any material way;

     (f) the successor entity has a purpose substantially identical to that
  of the trust;

     (g) prior to the Merger Event, Edison International has received an
  opinion of counsel from a nationally recognized law firm stating that:

       (1) the Merger Event does not adversely affect the rights,
    preferences and privileges of the holders of the trust's preferred
    securities or any successor securities in any material way; and

       (2) following the Merger Event, neither the trust nor the successor
    entity will be required to register as an investment company under the
    Investment Company Act of 1940, as amended; and

     (h) Edison International owns all of the common securities of the
  successor entity and guarantees the obligations of the successor entity
  under the successor securities at least to the extent provided under the
  applicable preferred securities guarantee.


                                       23


   In addition, unless all of the holders of the preferred securities approve
otherwise, a trust may not consolidate, amalgamate, merge with or into, or be
replaced by or convey, transfer or lease its properties and assets
substantially as an entirety to any other entity or permit any other entity to
consolidate, amalgamate, merge with or into, or replace it, if the transaction
would cause the trust or the successor entity to be classified other than as a
grantor trust for United States federal income tax purposes.

Voting Rights; Amendment of Trust Agreement

   Unless otherwise specified in an applicable prospectus supplement, the
holders of preferred securities will have no voting rights except as discussed
below and under "--Consolidation, Merger or Amalgamation of the Trusts" and
"Description of the Preferred Securities Guarantees--Amendments and
Assignment," and as otherwise required by law and the Trust Agreement for the
trust.

   If any proposed amendment to the Trust Agreement of a trust provides for, or
the regular trustees of the trust otherwise propose to effect:

     (a) any action that would adversely affect the powers, preferences or
  special rights of the trust's preferred securities in any material respect,
  whether by way of amendment to the Trust Agreement or otherwise; or

     (b) the dissolution, winding-up or termination of the trust other than
  pursuant to the terms of its Trust Agreement,

then the holders of the trust's preferred securities as a class will be
entitled to vote on the amendment or proposal. In that case, the amendment or
proposal will be effective only if approved by the holders of at least a
majority in aggregate liquidation amount of the preferred securities.

   The Trust Agreement of a trust may be amended from time to time by Edison
International and the property trustee and the regular trustees of the trust,
without the consent of the holders of preferred securities of the trust, to:

     (a) cure any ambiguity, correct or supplement any provision which may be
  inconsistent with any other provision, or make provisions not inconsistent
  with any other provisions with respect to matters or questions arising
  under the Trust Agreement, in each case to the extent that the amendment
  does not adversely affect the interests of any holder of preferred
  securities of the trust in any material respect; or

     (b) modify, eliminate or add to any provisions to the extent necessary
  to ensure that the trust will not be classified as other than a grantor
  trust for United States federal income tax purposes or to ensure that the
  trust will not be required to register as an "investment company" under the
  Investment Company Act.

   Except a provided in the next paragraph, other amendments to the Trust
Agreement of a trust may be made by Edison International and the trustees of
the trust upon:

     (a) approval of the holders of a majority in aggregate liquidation
  amount of the outstanding preferred securities of the trust; and

     (b) receipt by the trustees of an opinion of counsel to the effect that
  such amendment will not affect the trust's status as a grantor trust for
  United States federal income tax purposes or the trust's exemption from the
  Investment Company Act.

                                       24


   Notwithstanding the foregoing, without the consent of each affected holder
of common or preferred securities of a trust, the Trust Agreement of the trust
may not be amended to:

     (a) change the amount or timing of any distribution on the common or
  preferred securities of the trust or otherwise adversely affect the amount
  of any distribution required to be made in respect of such securities as of
  a specified date; or

     (b) restrict the right of a holder of any such securities to institute
  suit for the enforcement of any such payment on or after such date.

   In addition, no amendment may be made to a Trust Agreement if the amendment
would:

     (a) cause the related trust to be characterized as other than a grantor
  trust for United States federal income tax purposes;

     (b) cause the related trust to be deemed to be an "investment company"
  which is required to be registered under the Investment Company Act; or

     (c) impose any additional obligation on Edison International, the
  property trustee or the Delaware trustee without its consent.

   Without obtaining the prior approval of the holders of a majority in
aggregate liquidation amount of the preferred securities of a trust, the
trustees of the trust may not:

     (a) direct the time, method and place of conducting any proceeding for
  any remedy available to the indenture trustee for the subordinated debt
  securities held by the trust or executing any trust or power conferred on
  the property trustee with respect to such securities;

     (b) waive any default that is waivable under the subordinated indenture;

     (c) cancel an acceleration of the principal of the subordinated debt
  securities; or

     (d) consent to any amendment, modification or termination of the
  subordinated indenture or the subordinated debt securities where such
  consent is required.

However, if a consent under the subordinated indenture requires the consent of
each affected holder of subordinated debt securities, then the property trustee
must obtain the prior consent of each holder of preferred securities. In
addition, before taking any of the foregoing actions, the property trustee must
obtain an opinion of counsel stating that the action will not cause the trust
to be classified as other than a grantor trust for United States federal income
tax purposes.

   The property trustee of a trust will notify all preferred securities holders
of the trust of any notice of default received from the indenture trustee with
respect to the subordinated debt securities held by the trust.

Removal and Replacement of Trustees

   The holder of a trust's common securities may remove or replace any of the
regular trustees and, unless an event of default has occurred and is continuing
under the subordinated indenture, the property and Delaware trustees of the
trust. If such an event of default has occurred and is continuing, only the
holders of a trust's preferred securities may remove or replace the property
and Delaware trustees. The resignation or removal of any trustee will be
effective only on the acceptance of appointment by the successor trustee in
accordance with the provisions of the Trust Agreement for the trust.

                                       25


Information Concerning the Property Trustees

   For matters relating to compliance with the Trust Indenture Act, the
property trustee of each trust will have all of the duties and
responsibilities of an indenture trustee under the Trust Indenture Act. Each
property trustee, other than during the occurrence and continuance of a
default under the applicable Trust Agreement, undertakes to perform only the
duties as are specifically set forth in the applicable Trust Agreement and,
after a default, must use the same degree of care and skill as a prudent
person would exercise or use in the conduct of his or her own affairs. Subject
to this provision, a property trustee is under no obligation to exercise any
of the powers given it by the applicable Trust Agreement at the request of any
holder of preferred securities unless it is offered reasonable security or
indemnity against the costs, expenses and liabilities that it might incur. If
the property trustee is required to decide between alternative courses of
action, construe ambiguous provisions in the applicable Trust Agreement or is
unsure of the application of any provision of the applicable Trust Agreement,
and the matter is not one on which the holders of preferred securities are
entitled to vote, then the property trustee will take such action as it deems
advisable and in the best interests of the holders of the preferred and common
securities. In this event, the property trustee will have no liability except
for its own bad faith, negligence or willful misconduct.

   The property trustee for each of the trusts is the same entity and will
also serve as the indenture trustee under each of the indentures and the
guarantee trustee under each of the guarantee agreements. Edison International
and certain of its subsidiaries maintain deposit accounts and banking
relationships with the property trustee.

Miscellaneous

   The trustees of each trust are authorized and directed to conduct the
affairs of and to operate the trust in such a way that:

     (a) it will not be deemed to be an "investment company" required to be
  registered under the Investment Company Act;

     (b) it will be classified as a grantor trust for United States federal
  income tax purposes; and

     (c) the subordinated debt securities held by it will be treated as
  indebtedness of Edison International for United States federal income tax
  purposes.

   Edison International and the trustees of each trust are authorized to take
any action (so long as it is consistent with applicable law or the applicable
certificate of trust or Trust Agreement) that Edison International and the
trustees of the trust determine to be necessary or desirable for such
purposes.

   Registered holders of preferred securities have no preemptive or similar
rights.

   A trust may not borrow money, issue debt, execute mortgages or pledge any
of its assets.

Governing Law

   Each Trust Agreement and the related preferred securities will be governed
by and construed in accordance with the laws of the State of Delaware.

                                      26


                 DESCRIPTION OF PREFERRED SECURITIES GUARANTEES

General

   Edison International will execute a guarantee agreement (a "preferred
securities guarantee"), for the benefit of the holders of preferred securities,
at the time that a trust issues those preferred securities. Each preferred
securities guarantee will be qualified as an indenture under the Trust
Indenture Act. The Chase Manhattan Bank will act as indenture trustee
("guarantee trustee") under each preferred securities guarantee for the
purposes of compliance with the Trust Indenture Act.

   The guarantee trustee will hold each preferred securities guarantee for the
benefit of the preferred securities holders of the applicable trust.

   Edison International will irrevocably agree, as described in each preferred
securities guarantee, to pay in full, to the holders of the preferred
securities issued by the applicable trust, the preferred securities guarantee
payments (as defined below) (except to the extent previously paid), when and as
due, regardless of any defense, right of set-off or counterclaim which the
trust may have or assert. The following payments, to the extent not paid by a
trust ("preferred securities guarantee payments"), will be covered by the
applicable preferred securities guarantee:

     (a) any accumulated and unpaid distributions required to be paid on the
  applicable preferred securities, to the extent that the trust has funds
  available to make the payment;

     (b) the redemption price, to the extent that the trust has funds
  available to make the payment; and

     (c) upon a voluntary or involuntary dissolution, termination, winding-up
  or liquidation of the trust (other than in connection with a distribution
  of subordinated debt securities to holders of the preferred securities),
  the lesser of:

       (1) the aggregate of the liquidation amounts specified in the
    prospectus supplement for each preferred security plus all accumulated
    and unpaid distributions on the preferred security to the date of
    payment, to the extent the trust has funds available to make the
    payment; and

       (2) the amount of assets of the trust remaining available for
    distribution to holders of its preferred securities upon liquidation of
    the trust.

   Edison International's obligation to make a preferred securities guarantee
payment may be satisfied by directly paying the required amounts to the holders
of the preferred securities or by causing the trust to pay the amounts to the
holders.

Status of the Preferred Securities Guarantees

   Each preferred securities guarantee will constitute an unsecured obligation
of Edison International and will rank:

     (a) subordinate and junior in right of payment to all of Edison
  International's other liabilities except those that rank equally or are
  subordinate by their terms; and

     (b) equal with any other preferred securities guarantee now or hereafter
  issued by Edison International on behalf of the holders of preferred
  securities issued by any other trust.

   Each preferred securities guarantee will constitute a guarantee of payment
and not of collection (in other words, the holder of the guaranteed security
may sue Edison International, or seek other remedies, to enforce its rights
under the preferred securities guarantee without first suing any other person
or entity). A preferred securities guarantee will not be discharged except by
payment of the preferred securities guarantee payments in full to the extent
not otherwise paid or upon distribution to the applicable preferred securities
holders of the related subordinated debt securities pursuant to the applicable
Trust Agreement.

                                       27


Amendments and Assignment

   Except with respect to any changes which do not adversely affect the rights
of holders of preferred securities in any material respect (in which case no
consent of the holders will be required), a preferred securities guarantee may
be amended only with the prior approval of the holders of at least a majority
in aggregate liquidation amount of the preferred securities. A description of
the way to obtain any approval appears under "Description of the Preferred
Securities--Voting Rights; Amendment of Trust Agreements." All guarantees and
agreements contained in a preferred securities guarantee will be binding on
Edison International's successors, assigns, receivers, trustees and
representatives and are for the benefit of the holders of the applicable
preferred securities.

Events of Default

   An event of default under a preferred securities guarantee occurs if Edison
International fails to make any of its required payments or fails to perform
any of its other obligations (and such failure continues for 30 days) under the
preferred securities guarantee.

   The holders of at least a majority in aggregate liquidation amount of the
preferred securities relating to each preferred securities guarantee will have
the right to direct the time, method and place of conducting any proceeding for
any remedy available to the guarantee trustee relating to the preferred
securities guarantee or to direct the exercise of any trust or power given to
the guarantee trustee under the preferred securities guarantee.

Information Concerning Guarantee Trustees

   The guarantee trustee under a preferred securities guarantee, other than
during the occurrence and continuance of a default under the preferred
securities guarantee, will perform only the duties that are specifically
described in the preferred securities guarantee. After such a default, the
guarantee trustee will exercise the same degree of care and skill as a prudent
person would exercise or use in the conduct of his or her own affairs. Subject
to this provision, a guarantee trustee is under no obligation to exercise any
of its powers as described in the applicable preferred securities guarantee at
the request of any holder of covered preferred securities unless it is offered
security and indemnity satisfactory to it against the costs, expenses and
liabilities that it might incur.

Termination of the Preferred Securities Guarantees

   Each preferred securities guarantee will terminate once the applicable
preferred securities are paid in full or upon distribution of the related
subordinated debt securities to the holders of the preferred securities in
accordance with the applicable Trust Agreement. Each preferred securities
guarantee will continue to be effective or will be reinstated if at any time
any holder of preferred securities issued by the applicable trust must restore
payment of any sums paid under the preferred securities or the preferred
securities guarantee.

Governing Law

   The preferred securities guarantees will be governed by and construed in
accordance with the laws of the State of California, except that the rights,
duties, immunities and indemnities of the guarantee trustee shall be governed
by the laws of the State of New York.

                                       28


                       DESCRIPTION OF EXPENSE AGREEMENTS

   Edison International will execute an expense agreement at the same time that
a trust issues preferred securities. Under the expense agreement, Edison
International will irrevocably and unconditionally guarantee to each creditor
of the trust, the full amount of the trust's costs, expenses and liabilities,
other than the amounts owed to holders of its preferred and common securities
pursuant to the terms of those securities. Third parties will be entitled to
enforce the expense agreement.

   Edison International's obligations under the expense agreement will be
subordinated in right of payment to the same extent as the preferred securities
guarantee. The expense agreement will contain provisions regarding amendment,
termination, assignment, succession and governing law similar to those
contained in the preferred securities guarantee.

         RELATIONSHIP AMONG PREFERRED SECURITIES, PREFERRED SECURITIES
         GUARANTEES AND SUBORDINATED DEBT SECURITIES HELD BY EACH TRUST

   Payments of distributions and redemption and liquidation payments due on
each series of preferred securities (to the extent the applicable trust has
funds available for the payments) will be guaranteed by Edison International to
the extent described under "Description of the Preferred Securities
Guarantees." No single document executed by Edison International in connection
with the issuance of any series of preferred securities will provide for its
full, irrevocable and unconditional guarantee of the preferred securities. It
is only the combined operation of Edison International's obligations under the
applicable preferred securities guarantee, Trust Agreement, subordinated
indenture and subordinated debt securities and expense agreement that has the
effect of providing a full, irrevocable and unconditional guarantee of a
trust's obligations under its preferred securities.

   As long as Edison International makes payments of interest and other
payments when due on the subordinated debt securities held by a trust, the
payments will be sufficient to cover the payment of distributions and
redemption and liquidation payments due on the preferred securities issued by
that trust, primarily because:

     (a) the aggregate principal amount of the subordinated debt securities
  will be equal to the sum of the aggregate liquidation amounts of the
  preferred and common securities;

     (b) the interest rate and interest and other payment dates on the
  subordinated debt securities will match the distribution rate and
  distribution and other payment dates for the preferred securities;

     (c) Edison International has agreed to pay for any and all costs,
  expenses and liabilities of each trust except the trust's obligations under
  its preferred securities; and

     (d) each Trust Agreement provides that the related trust will not engage
  in any activity that is not consistent with the limited purposes of the
  trust.

   If and to the extent that Edison International does not make payments on the
subordinated debt securities, the trust will not have funds available to make
payments of distributions or other amounts due on its preferred securities. In
those circumstances, a holder of preferred securities of the trust will not be
able to rely upon the preferred securities guarantee for payment of these
amounts. Instead, the holder may directly sue Edison International or seek
other remedies to collect its pro rata share of payments owed. If a holder sues
Edison International to collect payment, then Edison International will assume
the holder's rights as a holder of preferred securities under the trust's Trust
Agreement to the extent Edison International makes a payment to the holder in
any legal action.


                                       29


   A holder of any preferred security may sue Edison International, or seek
other remedies, to enforce its rights under the applicable preferred securities
guarantee without first suing the applicable guarantee trustee, the trust which
issued the preferred security or any other person or entity.

                                    EXPERTS

   The consolidated financial statements and schedule incorporated by reference
in this prospectus and the registration statement of which this prospectus is a
part have been audited by Arthur Andersen LLP, independent public accountants,
as indicated in their reports with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said reports.

       VALIDITY OF THE SECURITIES AND THE PREFERRED SECURITIES GUARANTEES

   Kenneth S. Stewart, Assistant General Counsel of Edison International, will
pass upon the validity of the debt securities, the common and preferred stock
and the preferred securities guarantees for Edison International. Richards,
Layton & Finger, P.A. will pass upon certain matters of Delaware law relating
to the validity of the preferred securities for Edison International and the
trusts.

                              PLAN OF DISTRIBUTION

   We may sell the securities described in this prospectus from time to time in
one or more transactions

     (a) to purchasers directly;

     (b) to underwriters for public offering and sale by them;

     (c) through agents;

     (d) through dealers; or

     (e) through a combination of any of the foregoing methods of sale.

   We may distribute the securities from time to time in one or more
transactions at:

     (a) a fixed price or prices, which may be changed;

     (b) market prices prevailing at the time of sale;

     (c) prices related to such prevailing market prices; or

     (d) negotiated prices.

 Direct Sales

   We may sell the securities directly to institutional investors or others who
may be deemed to be underwriters within the meaning of the Securities Act of
1933, as amended, with respect to any resale of the securities. A prospectus
supplement will describe the terms of any sale of securities we are offering
hereunder.

 To Underwriters

   The applicable prospectus supplement will name any underwriter involved in a
sale of securities. Underwriters may offer and sell securities at a fixed price
or prices, which may be changed, or from time to time at market prices or at
negotiated prices. Underwriters may be deemed to have received

                                       30


compensation from us from sales of securities in the form of underwriting
discounts or commissions and may also receive commissions from purchasers of
securities for whom they may act as agent. Underwriters may be involved in any
at the market offering of equity securities by or on our behalf.

   Underwriters may sell securities to or through dealers, and such dealers may
receive compensation in the form of discounts, concessions or commissions from
the underwriters and/or commissions (which may be changed from time to time)
from the purchasers for whom they may act as agent.

   Unless otherwise provided in a prospectus supplement, the obligations of any
underwriters to purchase securities will be subject to certain conditions
precedent, and the underwriters will be obligated to purchase all the
securities if any are purchased.

 Through Agents and Dealers

   We will name any agent involved in a sale of securities, as well as any
commissions payable by us to such agent, in a prospectus supplement. Unless we
indicate differently in the prospectus supplement, any such agent will be
acting on a reasonable efforts basis for the period of its appointment.

   If we utilize a dealer in the sale of the securities being offered pursuant
to their prospectus, we will sell the securities to the dealer, as principal.
The dealer may then resell the securities to the public at varying prices to be
determined by the dealer at the time of resale.

 Delayed Delivery Contracts

   If we so specify in the applicable prospectus supplement, we will authorize
underwriters, dealers and agents to solicit offers by certain institutions to
purchase the securities pursuant to contracts providing for payment and
delivery on future dates. Such contracts will be subject to only those
conditions set forth in the applicable prospectus supplement.

   The underwriters, dealers and agents will not be responsible for the
validity or performance of the contracts. We will set forth in the prospectus
supplement relating to the contracts the price to be paid for the securities,
the commissions payable for solicitation of the contracts and the date in the
future for delivery of the securities.

 General Information

   Underwriters, dealers and agents participating in a sale of the securities
may be deemed to be underwriters as defined in the Securities Act, and any
discounts and commissions received by them and any profit realized by them on
resale of the securities may be deemed to be underwriting discounts and
commissions, under the Securities Act. We may have agreements with
underwriters, dealers and agents to indemnify them against certain civil
liabilities, including liabilities under the Securities Act, and to reimburse
them for certain expenses.

   Underwriters or agents and their associates may be customers of, engage in
transactions with or perform services for us or our affiliates in the ordinary
course of business.

   Unless we indicate differently in a prospectus supplement, we will not list
the securities on any securities exchange. The securities will be a new issue
of securities with no established trading market. Any underwriters that
purchase securities for public offering and sale may make a market in such
securities, but such underwriters will not be obligated to do so and may
discontinue any market making at any time without notice. We make no assurance
as to the liquidity of or the trading markets for any securities.

                                       31


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  No dealer, salesperson or other person is authorized to give any information
or to represent anything not contained in this prospectus. You must not rely
on any unauthorized information or representations. This prospectus is an
offer to sell only the QUIPS offered hereby, but only under circumstances and
in jurisdictions where it is lawful to do so. The information contained in
this prospectus is current only as of its date.

                                 ------------
                               TABLE OF CONTENTS

                             Prospectus Supplement


                                                                           Page
                                                                           ----
                                                                        
Summary Information--Q&A..................................................  S-2
Risk Factors..............................................................  S-6
Accounting Treatment......................................................  S-9
Use of Proceeds........................................................... S-10
Ratio of Earnings to Fixed Charges and Preferred Stock Dividends.......... S-10
Description of the Series B QUIPS......................................... S-11
Description of the Series B QUIDS......................................... S-18
Book-Entry Issuance....................................................... S-26
Material United States Federal Income Tax Considerations.................. S-30
Underwriting.............................................................. S-36
Validity of Series B QUIPS, Series B QUIDS and Series B QUIPS Guarantee... S-38

                                  Prospectus

About This Prospectus.....................................................    3
Forward-Looking Statements................................................    3
Where You Can Find More Information.......................................    4
Edison International......................................................    5
The Trusts................................................................    6
Use of Proceeds...........................................................    7
Ratio of Edison International Earnings to Fixed Charges and Preferred
 Stock Dividends..........................................................    7
Description of Securities.................................................    8
Description of Debt Securities............................................    8
Description of Edison International's Common Stock and Preferred Stock....   17
Description of Preferred Securities.......................................   20
Description of Preferred Securities Guarantees............................   27
Description of the Expense Agreements.....................................   29
Relationship Among Preferred Securities, Preferred Securities Guarantees
 and Subordinated Debt Securities Held By Each Trust......................   29
Experts...................................................................   30
Validity of the Securities and the Preferred Securities Guarantees........   30
Plan of Distribution......................................................   30


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                        12,000,000 Preferred Securities

                                 EIX Trust II

       8.60% Cumulative Quarterly Income Preferred Securities, Series B
                                  (QUIPS(SM))
                      (Liquidation Amount $25 per QUIPS)

                   Fully and unconditionally guaranteed, as
                            described herein, by

                             Edison International

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

                             PROSPECTUS SUPPLEMENT

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

                             Goldman, Sachs & Co.
                           A.G. Edwards & Sons, Inc.
                                Lehman Brothers
                              Merrill Lynch & Co.
                          Morgan Stanley Dean Witter
                           PaineWebber Incorporated
                             Prudential Securities
                             Salomon Smith Barney

                      Representatives of the Underwriters

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