8-K

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                                                   UNITED STATES
                                        SECURITIES AND EXCHANGE COMMISSION
                                              Washington, D.C. 20549

                                                     FORM 8-K

                                                  CURRENT REPORT

                      Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                          Date of Report (Date of earliest event reported): June 2, 2005

                                        SOUTHERN CALIFORNIA EDISON COMPANY
                              (Exact name of registrant as specified in its charter)


                 CALIFORNIA                           001-2313                              95-1240335
        (State or other jurisdiction                 (Commission                         (I.R.S. Employer
              of incorporation)                     File Number)                        Identification No.)

                                             2244 Walnut Grove Avenue
                                                  (P.O. Box 800)
                                            Rosemead, California 91770
                           (Address of principal executive offices, including zip code)

                                                   626-302-1212
                               (Registrant's telephone number, including area code)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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Item 1.01       Entry into a Material Definitive Agreement.

         As reported in Southern  California  Edison  Company's  Current Report on Form 8-K filed February 7, 2005,
Southern  California  Edison Company entered into a Credit  Agreement (the "Credit  Agreement") with JPMorgan Chase
Bank, N.A., as Administrative  Agent,  Citicorp North America,  Inc., as Syndication Agent, and Credit Suisse First
Boston,  Lehman  Commercial Paper Inc., and Union Bank of California,  N.A., as Documentation  Agents,  dated as of
February 1, 2005.  Southern  California  Edison  Company has now entered into an amendment of the Credit  Agreement
(the  "Amendment").  The date of the Amendment is May 20, 2005.  However,  the  Amendment did not become  effective
until June 2, 2005, when it was approved by the requisite number of lenders.

         A complete copy of the Amendment is attached hereto as Exhibit 10.1.

Item 9.01       Financial Statements and Exhibits.

(c)         Exhibits

            See the Exhibit Index below.








Page 2

                                                    SIGNATURES

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


                                                                   SOUTHERN CALIFORNIA EDISON COMPANY
                                                                            (Registrant)



                                                                            /s/ Linda G. Sullivan
                                                          ----------------------------------------------------
                                                                             Linda G. Sullivan
                                                                       Vice President and Controller


June 7, 2005


Page 3


                                                   EXHIBIT INDEX

Exhibit No.             Description

10.1        First Amendment to Credit Agreement between Southern California Edison Company and
            JPMorgan Chase Bank, N.A., as Administrative Agent, Citicorp North America, Inc.,
            as Syndication Agent, and Credit Suisse First Boston, Lehman Commercial Paper Inc.,
            and Union Bank of California, N.A., as Documentation Agents, dated as of May 20,
            2005.

EX-10.1

                                        FIRST AMENDMENT TO CREDIT AGREEMENT

                  This FIRST AMENDMENT, dated as of May 20, 2005 (this "Amendment"), under the Credit Agreement
dated as of February 1, 2005 (such agreement, as amended or otherwise modified, the "Credit Agreement"), among
SOUTHERN CALIFORNIA EDISON COMPANY, a California corporation (the "Borrower"), the several banks and other
financial institutions from time to time parties thereto (the "Lenders"), CITICORP NORTH AMERICA, INC., as
syndication agent, CREDIT SUISSE FIRST BOSTON, LEHMAN COMMERCIAL PAPER INC. and UNION BANK OF CALIFORNIA, N.A.,
as documentation agents, and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such
capacity, the "Administrative Agent").

                  WHEREAS, the parties hereto desire to amend the Credit Agreement; and

                  WHEREAS, pursuant to Section 9.1 thereof, the Credit Agreement may be amended with the consent
of the Required Lenders.

                  NOW, THEREFORE, the parties hereto hereby agree as follows:

                  Section 1.        Defined Terms.  Unless otherwise specifically defined herein, each term used
herein that is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement.
Each reference to "hereof, "hereunder, "herein" and "hereby" and each other similar reference and each reference
to "this Agreement" and each other similar reference contained in the Credit Agreement shall, after this
Amendment becomes effective, refer to the Credit Agreement as amended hereby.

                  Section 2.        Amendments.  Subject to the occurrence of the Effective Date (as hereinafter
defined), the Credit Agreement is hereby amended as follows:

                  (a)      The second sentence in the definition of "Indebtedness" in Section 1.1 of the Credit
Agreement is amended by deleting the word "and" at the end of clause (ii) thereof and adding at the end of clause
(iii) the following:

                           "(iv)    power-purchase contract obligations and fuel contract obligations that in each
case are included as indebtedness on the consolidated balance sheet of the Borrower, and (v) indebtedness of
variable interest entities that are consolidated with the Borrower for financial reporting purposes and whose
indebtedness is non-recourse to the Borrower and its Subsidiaries (other then such entities)."

                  (b)      Section 5.2(a) of the Credit Agreement is amended by deleting clause (ii) thereof and
replacing it in its entirety with the following:

                           "(ii)    the representations and warranties set forth in Sections 4.2 and 4.7 shall not
be required to be restated on any date (including, for the avoidance of doubt, any Borrowing Date) after the
Closing Date."



Page 1


                  (c)      Section 6.4(c) of the Credit Agreement is amended by deleting clause (i) thereof and
renumbering the remaining clauses as (i) and (ii).

                  Section 3.        Conditions to Effectiveness.  The provisions of Section 2 of this Amendment
shall become effective as of the date first above written (the "Effective Date"), subject to the receipt by the
Administrative Agent from each of the Borrower and the Required Lenders of a counterpart hereof signed by such
party or facsimile or other written confirmation (in form satisfactory to the Administrative Agent) that such
party has signed a counterpart hereof.

                  Section 4.        Effect of Amendment.  The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of
any Lender, the Administrative Agent, the Syndication Agent or the Documentation Agents under any of the Loan
Documents, nor constitute a waiver of any provision of any of the Loan Documents.

                  Section 5.        Governing Law.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.



                                             [Signature pages follow.]



Page 2



                  IN WITNESS WHEREOF, the parties hereto have cause this Amendment to be duly executed as of the
date first above written.


                                                     SOUTHERN CALIFORNIA EDISON COMPANY


                                                     By   /s/  Mary C. Simpson
                                                          -----------------------------------------------
                                                          Name: Mary C. Simpson
                                                          Title: Assistant Treasurer


                                                     JPMORGAN CHASE BANK, N.A.,
                                                       as Administrative Agent, as Issuing Lender and as a Lender


                                                     By:  /s/  Thomas L. Casey
                                                          ------------------------------------------------
                                                          Name: Thomas L. Casey
                                                          Title:Vice President


                                                     CITICORP NORTH AMERICA, INC., as Syndication Agent and as a
                                                       Lender


                                                     By:  /s/ Neitzsche Rodricks
                                                        -------------------------------------------------
                                                          Name: Neitzsche Rodricks
                                                          Title:Vice President







                                                              Signature Page to First Amendment to Credit Agreement
Page 3




                                                     SOUTHERN CALIFORNIA EDISON

                                                     Signature Page to First Amendment dated
                                                     as of May 20, 2005 to Credit Agreement
                                                     dated as of February 1, 2005

                                                     Lender Name: ABN AMRO Bank N.V.


                                                     By:      /s/ Scott Donaldson
                                                              ---------------------------------
                                                              Name: Scott Donaldson
                                                              Title:Vice President


                                                     Commitment: $71,875,000






                                                     SOUTHERN CALIFORNIA EDISON

                                                     Signature Page to First Amendment dated
                                                     as of May 20, 2005 to Credit Agreement
                                                     dated as of February 1, 2005

                                                     Lender Name: The Bank of New York


                                                     By:      /s/ Jesus Williams
                                                              ---------------------------------
                                                              Name: Jesus Williams
                                                              Title:Vice President








                                                     SOUTHERN CALIFORNIA EDISON

                                                     Signature Page to First Amendment dated
                                                     as of May 20, 2005 to Credit Agreement
                                                     dated as of February 1, 2005

                                                     Lender Name: Credit Suisse, New York
                                                     Branch (formerly known as Credit Suisse
                                                     First Boston, acting through its Cayman
                                                     Island Branch)


                                                     By:      /s/ Brian T. Caldwell
                                                              ---------------------------------
                                                              Name: Brian T. Caldwell
                                                              Title: Director


                                                     By:      /s/ Gregory S. Richards
                                                              ---------------------------------
                                                              Name:  Gregory S. Richards
                                                              Title:  Associate








                                                     SOUTHERN CALIFORNIA EDISON

                                                     Signature Page to First Amendment dated
                                                     as of May 20, 2005 to Credit Agreement
                                                     dated as of February 1, 2005

                                                     Lender Name: Deutsche Bank AG New York Branch


                                                     By:      /s/ David J. Bell
                                                              ---------------------------------
                                                              Name: David J. Bell
                                                              Title:Managing Director

                                                     By:      /s/ David M. Waill
                                                              ---------------------------------
                                                              Name:  David M. Waill
                                                              Title: Managing Director

                                                     Commitment: $71,875,000




                                                     SOUTHERN CALIFORNIA EDISON

                                                     Signature Page to First Amendment dated
                                                     as of May 20, 2005 to Credit Agreement
                                                     dated as of February 1, 2005

                                                     Lender Name: KBC Bank N.V.


                                                     By:      /s/ Eric Raskin
                                                              ---------------------------------
                                                              Name: Eric Raskin
                                                              Title: Vice President

                                                     By:      /s/ Robert Snauffer
                                                              ---------------------------------
                                                              Name: Robert Snauffer
                                                              Title:First Vice President


                                                     Commitment: $25,000,000



                                                     SOUTHERN CALIFORNIA EDISON

                                                     Signature Page to First Amendment dated
                                                     as of May 20, 2005 to Credit Agreement
                                                     dated as of February 1, 2005

                                                     Lender Name: LEHMAN BROTHERS BANK, FSB


                                                     By:      /s/ Janine M. Shugan
                                                              ---------------------------------
                                                              Name: Janine M. Shugan
                                                              Title: Authorized Signatory


                                                     Commitment: $115,625,000



                                                     SOUTHERN CALIFORNIA EDISON

                                                     Signature Page to First Amendment dated
                                                     as of May 20, 2005 to Credit Agreement
                                                     dated as of February 1, 2005

                                                     Lender Name: MELLON BANK, N.A.


                                                     By:      /s/ Mark W. Rogers
                                                              ---------------------------------
                                                              Name: Mark W. Rogers
                                                              Title: Vice President


                                                     Commitment: $37,500,000



                                                     SOUTHERN CALIFORNIA EDISON

                                                     Signature Page to First Amendment dated
                                                     as of May 20, 2005 to Credit Agreement
                                                     dated as of February 1, 2005

                                                     Lender Name: Merrill Lynch Bank USA


                                                     By:      /s/ Louis Alder
                                                              ---------------------------------
                                                              Name: Louis Alder
                                                              Title: Director


                                                     Commitment: $37,500,000




                                                     SOUTHERN CALIFORNIA EDISON

                                                     Signature Page to First Amendment dated
                                                     as of May 20, 2005 to Credit Agreement
                                                     dated as of February 1, 2005

                                                     The Royal Bank of Scotland plc


                                                     By:      /s/ Belinda Wheeler
                                                              ---------------------------------
                                                              Belinda Wheeler
                                                              Vice President


                                                     Commitment: $71,875,000



                                                     SOUTHERN CALIFORNIA EDISON

                                                     Signature Page to First Amendment dated
                                                     as of May 20, 2005 to Credit Agreement
                                                     dated as of February 1, 2005

                                                     Lender Name: Union Bank of California N.A.


                                                     By:      /s/ Dennis G. Blank
                                                              ---------------------------------
                                                              Name: Dennis G. Blank
                                                              Title: Vice President


                                                     Commitment: $115,625,000



                                                     SOUTHERN CALIFORNIA EDISON

                                                     Signature Page to First Amendment dated
                                                     as of May 20, 2005 to Credit Agreement
                                                     dated as of February 1, 2005

                                                     Lender Name: WELLS FARGO BANK, N.A.


                                                     By:      /s/ Ling Li
                                                              ---------------------------------
                                                              Name: Ling Li
                                                              Title: Vice President


                                                     Commitment: $115,625,000