8-K

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):  May 17, 2006

EDISON MISSION ENERGY

(Exact name of registrant as specified in its charter)

DELAWARE	333-68630	95-4031807
(State or other jurisdiction of	(Commission file	(I.R.S. employer
incorporation)	number)	identification no.)

18101 Von Karman Avenue, Suite 1700

Irvine, California  92612

(Address of principal executive offices, including zip code)

949-752-5588

(Registrant’s telephone number, including area code)

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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

This current report and its exhibits include forward-looking statements. Edison Mission Energy has based these forward-looking statements on its current expectations and projections about future events based upon knowledge of facts as of the date of this current report and its assumptions about future events. These forward-looking statements are subject to various risks and uncertainties that may be outside Edison Mission Energy’s control. Edison Mission Energy has no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. This current report should be read with Edison Mission Energy’s Annual Report on Form 10-K for the year ended December 31, 2005 as amended by Amendment No. 1 on Form 10-K/Aand Quarterly Report on Form 10-Q for the first quarter of 2006.

Section 1 – Registrant’s Business and Operations

Item 1.01  Entry into a Material Definitive Agreement.

On May 17, 2006, Edison Mission Energy (“EME”), in connection with its previously announced tender offer and consent solicitation with respect to its 10% Senior Notes due August 15, 2008 (the “2008 Notes”) and its 9.875% Senior Notes due April 15, 2011 (the “2011 Notes” and, together with the 2008 Notes, the “Notes”), entered into a First Supplemental Indenture, dated as of May 17, 2006, between EME and The Bank of New York, as trustee (the “2008 Notes Supplemental Indenture”), supplementing the Indenture, dated as of August 10, 2001, pursuant to which the 2008 Notes were issued (the “2008 Notes Indenture”) and a First Supplemental Indenture, dated as of May 17, 2006, between EME and The Bank of New York, as trustee (the “2011 Notes Supplemental Indenture”), supplementing the Indenture, dated as of April 5, 2001, pursuant to which the 2011 Notes were issued (the “2011 Notes Indenture” and, together with the 2008 Notes Indenture, the “Indentures”).

The 2008 Notes Supplemental Indenture effects amendments to the 2008 Notes Indenture and the 2011 Notes Supplemental Indenture effects amendments to the 2011 Notes Indenture, in each case proposed in connection with the tender offer and consent solicitation, which will eliminate substantially all the restrictive covenants, eliminate or modify certain events of default and eliminate or modify related provisions contained in each Indenture. The amendments will not, however, become operative until the Notes tendered in the tender offer and consent solicitation are accepted for purchase by EME pursuant to the terms of the tender offer and consent solicitation. The tender offer and consent solicitation, and the consummation of the purchase, are subject to the satisfaction of certain conditions, including the consummation by EME of one or more new debt financings on terms satisfactory to EME resulting in aggregate gross principal amount of not less than $1.0 billion. No assurance can be given that such new financings will be completed in a timely manner or at all.

Copies of the 2008 Notes Supplemental Indenture, attached hereto as Exhibit 4.1, and the 2011 Notes Supplemental Indenture, attached hereto as Exhibit 4.2, are incorporated herein by reference. A copy of the press release issued by EME on May 18, 2006, attached hereto as Exhibit 99.1 and announcing, among other matters, the execution of the 2008 Notes Supplemental Indenture and the 2011 Notes Supplemental Indenture, is also incorporated herein by reference.

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Section 3 – Securities and Trading Markets

Item 3.03   Material Modification to Rights of Security Holders

The information set forth in Item 1.01 with respect to the 2008 Notes Supplemental Indenture and the 2011 Notes Supplemental Indenture is incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01  Financial Statements and Exhibits.

(d)Exhibits

4.1First Supplemental Indenture, dated as of May 17, 2006, by and among EME and The Bank of New York, as trustee, supplementing the Indenture, dated as of August 10, 2001, pursuant to which EME’s 10% Senior Notes due 2008 were issued.

4.2First Supplemental Indenture, dated as of May 17, 2006, by and among EME and The Bank of New York, as trustee, supplementing the Indenture, dated as of April 5, 2001, pursuant to which EME’s 9.875% Senior Notes due 2011 were issued.

99.1Press release by EME, dated May 18, 2006, announcing (i) the receipt of the requisite consents in connection with EME’s previously announced tender offer and consent solicitation with respect to its 10% Senior Notes due 2008 and its 9.875% Senior Notes due 2011 and (ii) the execution of a supplemental indenture to each of the indentures pursuant to which the 10% Senior Notes due 2008 and the 9.875% Senior Notes due 2011 were issued.

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SIGNATURE

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

Edison Mission Energy
Date:	May 19, 2006	/s/ Raymond W. Vickers
		RAYMOND W. VICKERS
		Senior Vice President and General Counsel

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EX-4.1

Exhibit 4.1

FIRST SUPPLEMENTAL INDENTURE

FIRST SUPPLEMENTAL INDENTURE, dated as of May 17, 2006 (this “First Supplemental Indenture”), by and between Edison Mission Energy, a Delaware corporation (the “Company”), and The Bank of New York, a New York banking corporation, as Trustee (the “Trustee”) to the Original Indenture (as defined below).

W I T N E S S E T H:

WHEREAS, the Company and the Trustee have heretofore executed and delivered the Indenture, dated as of August 10, 2001 (the “Original Indenture”), pursuant to which the Company has $400 million aggregate principal amount of 10% Senior Notes due 2008 (the “Notes”) outstanding;

WHEREAS, Section 7.2 of the Original Indenture provides that the Company and the Trustee may, with certain exceptions, amend the Indenture, the Notes and the rights of the Holders of the Notes with the consent of the Holders (as defined in the Original Indenture) of a majority in principal amount of the Notes then outstanding;

WHEREAS, the Company has distributed an Offer to Purchase and Consent Solicitation Statement, dated as of May 5, 2006 (the “Solicitation Statement”), to the Holders of the Notes in connection with certain proposed amendments to the Indenture as described in the Solicitation Statement (the “Proposed Amendments”);

WHEREAS, the Holders of at least a majority of the outstanding principal amount of the Notes have duly consented to the Proposed Amendments;

WHEREAS, the Board of Directors of the Company has determined that it is in the best interests of the Company to authorize and approve the Proposed Amendments; and

WHEREAS, the execution and delivery of this First Supplemental Indenture have been duly authorized by all necessary corporate action on the part of the Company and all conditions and requirements necessary to make this instrument a valid and binding agreement have been duly performed and complied with.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Trustee mutually covenant and agree, for the equal and ratable benefit of the Holders of the Notes, as follows:

ARTICLE I- AMENDMENTS

Section 1.1.Amendments to the Definitions in the Original Indenture and the Notes.

(a)Upon the effective date of this Supplemental Indenture (i) certain definitions in the Original Indenture shall be deemed deleted when references to such definitions would be eliminated as a result of the amendments described herein, (ii) cross-references to provisions in the Original Indenture that have been deleted as a result of the Proposed Amendments shall be deemed deleted, and (iii) certain other changes to the Original Indenture of a technical or conforming nature shall be deemed made to the extent necessary to reflect the deletion of the provisions described herein.

(b)Any definitions used exclusively in the provisions of the Notes that are deleted as described in the Solicitation Statement, and any definitions used exclusively within such definitions, are hereby deleted in their entirety from the Notes, and all references in the Notes to paragraphs, Sections, Articles or other terms or provisions of the Original Indenture that have been otherwise deleted pursuant to this First Supplemental Indenture are hereby deleted in their entirety or revised to conform herewith, as the case may be.

Section 1.2.Amendments to Article 3 – Covenants of the Company. The following Sections of the Original Indenture, and any corresponding provisions in the Notes, are hereby deleted in their entirety and replaced with “Intentionally Omitted.”:

Existing Section Number	Caption
Section 3.4	Reports by the Company
Section 3.5	Restrictions on Liens
Section 3.6	Maintenance of Corporate Existence
Section 3.7	Taxes

Section 1.3.Amendments to Article 8 – Merger, Consolidation, Sale, Lease or Conveyance. The following Sections of the Original Indenture, and any corresponding provisions in the Notes, are hereby deleted in their entirety and replaced with “Intentionally Omitted.”:

Existing Section Number	Caption
Section 8.1	Covenant Not to Merge, Consolidate, Sell, Lease or Transfer Assets Except Under Certain Conditions
Section 8.2	Successor Corporation Substituted
Section 8.3	Opinion of Counsel to Trustee; Officers’ Certificate

Section 1.4.Amendments to Article 4 – Events of Default and Remedies of the Trustee and Noteholders. Section 4.1 of the Original Indenture is hereby

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amended by deleting paragraphs (c) and (e) thereof. The deleted paragraphs (c) and (e) thereof are replaced with “Intentionally Omitted.”

ARTICLE II- MISCELLANEOUS

Section 2.1.Execution of Supplemental Indenture. This First Supplemental Indenture is executed and shall be constructed as an indenture supplement to the Original Indenture and, as provided in the Original Indenture, this First Supplemental Indenture forms a part thereof.

Section 2.2.Indenture Remains in Full Force and Effect. Except as supplemented by this First Supplemental Indenture, all provisions in the Original Indenture and the Notes shall remain in full force and effect.

Section 2.3.Effect and Operation of Supplemental Indenture. This First Supplemental Indenture shall be effective and binding immediately upon its execution by the Company and the Trustee but, notwithstanding anything in the Original Indenture or this First Supplemental Indenture to the contrary, the amendments to the Original Indenture set forth in Section 1.1 through Section 1.4 of this First Supplemental Indenture shall not become operative unless and until the Notes tendered in connection with the Solicitation Statement are accepted for purchase by the Company (the time at which the tendered Notes are so accepted for purchase, the “Acceptance Time”) and the Original Indenture will remain in effect in its current form until such amendments become operative. If the offer and consent solicitation set forth in the Solicitation Statement is terminated, withdrawn or otherwise not completed, this First Supplemental Indenture will have no force or effect, and the amendments to the Original Indenture set forth in Section 1.1 through Section 1.4 of this First Supplemental Indenture will not become operative.

Section 2.4.References to Supplemental Indenture. Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this First Supplemental Indenture may refer to the Original Indenture without making specific reference to this First Supplemental Indenture, but nevertheless all such references shall include this First Supplemental Indenture unless the context requires otherwise.

Section 2.5.Conflict with Trust Indenture Act. The Company will comply with the provisions of the TIA. If any provision of this First Supplemental Indenture limits, qualifies or conflicts with any provision of the TIA that is required under the TIA to be part of and govern any provision of this First Supplemental Indenture, the provision of the TIA shall control. If any provision of this First Supplemental Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the provision of the TIA shall be deemed to apply to the Indenture as so modified or to be excluded by this First Supplemental Indenture, as the case may be.

Section 2.6.Severability. If any court of competent jurisdiction shall determine that any provision in this First Supplemental Indenture shall be invalid, illegal

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or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 2.7.Terms Defined in the Original Indenture. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Original Indenture.

Section 2.8.Headings. The Article and Section headings of this First Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this First Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

Section 2.9.Benefits of First Supplemental Indenture. Nothing in this First Supplemental Indenture or the Notes, express or implied, shall give to any Person, other than the parties hereto and thereto and their successors hereunder and thereunder and the Holders of the Notes any benefit of any legal or equitable right, remedy or claim under the Original Indenture, this First Supplemental Indenture or the Notes.

Section 2.10.Successors. All agreements of the Company in this First Supplemental Indenture shall bind its successors. All agreements of the Trustee in this First Supplemental Indenture shall bind its successors.

Section 2.11.Concerning the Trustee. The recitals contained herein and in the Notes, except with respect to the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this First Supplemental Indenture or of the Notes.

Section 2.12.Certain Duties and Responsibilities of the Trustee. In entering into this First Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Original Indenture and the Notes relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided.

Section 2.13.Counterparts. This First Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 2.14.GOVERNING LAW. THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 2.15.Confirmation. Each of the Company and the Trustee hereby confirms and reaffirms the Original Indenture in every particular except as amended and supplemented by this First Supplemental Indenture.

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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed by their respective officers thereunto duly authorized as of the date first above written.

EDISON MISSION ENERGY
By:	/s/ Steven D. Eisenberg
	Name:  Steven D. Eisenberg
	Title:     Vice President and Associate General Counsel
THE BANK OF NEW YORK
By:	/s/ Alexander Pabon
	Name: Alexander Pabon
	Title:   Assistant Vice President

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EX-4.2

Exhibit 4.2

FIRST SUPPLEMENTAL INDENTURE

FIRST SUPPLEMENTAL INDENTURE, dated as of May 17, 2006 (this “First Supplemental Indenture”), by and between Edison Mission Energy, a Delaware corporation (the “Company”), and The Bank of New York, a New York banking corporation, as Trustee (the “Trustee”) to the Original Indenture (as defined below).

W I T N E S S E T H:

WHEREAS, the Company and the Trustee have heretofore executed and delivered the Indenture, dated as of April 5, 2001 (the “Original Indenture”), pursuant to which the Company has $600 million aggregate principal amount of 9.875% Senior Notes due 2011 (the “Notes”) outstanding;

WHEREAS, Section 7.2 of the Original Indenture provides that the Company and the Trustee may, with certain exceptions, amend the Indenture, the Notes and the rights of the Holders of the Notes with the consent of the Holders (as defined in the Original Indenture) of a majority in principal amount of the Notes then outstanding;

WHEREAS, the Company has distributed an Offer to Purchase and Consent Solicitation Statement, dated as of May 5, 2006 (the “Solicitation Statement”), to the Holders of the Notes in connection with certain proposed amendments to the Indenture as described in the Solicitation Statement (the “Proposed Amendments”);

WHEREAS, the Holders of at least a majority of the outstanding principal amount of the Notes have duly consented to the Proposed Amendments;

WHEREAS, the Board of Directors of the Company has determined that it is in the best interests of the Company to authorize and approve the Proposed Amendments; and

WHEREAS, the execution and delivery of this First Supplemental Indenture have been duly authorized by all necessary corporate action on the part of the Company and all conditions and requirements necessary to make this instrument a valid and binding agreement have been duly performed and complied with.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Trustee mutually covenant and agree, for the equal and ratable benefit of the Holders of the Notes, as follows:

ARTICLE I- AMENDMENTS

Section 1.1.Amendments to the Definitions in the Original Indenture and the Notes.

(a)Upon the effective date of this Supplemental Indenture (i) certain definitions in the Original Indenture shall be deemed deleted when references to such definitions would be eliminated as a result of the amendments described herein, (ii) cross-references to provisions in the Original Indenture that have been deleted as a result of the Proposed Amendments shall be deemed deleted, and (iii) certain other changes to the Original Indenture of a technical or conforming nature shall be deemed made to the extent necessary to reflect the deletion of the provisions described herein.

(b)Any definitions used exclusively in the provisions of the Notes that are deleted as described in the Solicitation Statement, and any definitions used exclusively within such definitions, are hereby deleted in their entirety from the Notes, and all references in the Notes to paragraphs, Sections, Articles or other terms or provisions of the Original Indenture that have been otherwise deleted pursuant to this First Supplemental Indenture are hereby deleted in their entirety or revised to conform herewith, as the case may be.

Section 1.2.Amendments to Article 3 – Covenants of the Company. The following Sections of the Original Indenture, and any corresponding provisions in the Notes, are hereby deleted in their entirety and replaced with “Intentionally Omitted.”:

Existing Section Number	Caption
Section 3.4	Reports by the Company
Section 3.5	Restrictions on Liens
Section 3.6	Maintenance of Corporate Existence
Section 3.7	Taxes

Section 1.3.Amendments to Article 8 – Merger, Consolidation, Sale, Lease or Conveyance. The following Sections of the Original Indenture, and any corresponding provisions in the Notes, are hereby deleted in their entirety and replaced with “Intentionally Omitted.”:

Existing Section Number	Caption
Section 8.1	Covenant Not to Merge, Consolidate, Sell, Lease or Transfer Assets Except Under Certain Conditions
Section 8.2	Successor Corporation Substituted
Section 8.3	Opinion of Counsel to Trustee; Officers’ Certificate

Section 1.4.Amendments to Article 4 – Events of Default and Remedies of the Trustee and Noteholders. Section 4.1 of the Original Indenture is hereby

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amended by deleting paragraphs (c) and (e) thereof. The deleted paragraphs (c) and (e) thereof are replaced with “Intentionally Omitted.”

ARTICLE II- MISCELLANEOUS

Section 2.1.Execution of Supplemental Indenture. This First Supplemental Indenture is executed and shall be constructed as an indenture supplement to the Original Indenture and, as provided in the Original Indenture, this First Supplemental Indenture forms a part thereof.

Section 2.2.Indenture Remains in Full Force and Effect. Except as supplemented by this First Supplemental Indenture, all provisions in the Original Indenture and the Notes shall remain in full force and effect.

Section 2.3.Effect and Operation of Supplemental Indenture. This First Supplemental Indenture shall be effective and binding immediately upon its execution by the Company and the Trustee but, notwithstanding anything in the Original Indenture or this First Supplemental Indenture to the contrary, the amendments to the Original Indenture set forth in Section 1.1 through Section 1.4 of this First Supplemental Indenture shall not become operative unless and until the Notes tendered in connection with the Solicitation Statement are accepted for purchase by the Company (the time at which the tendered Notes are so accepted for purchase, the “Acceptance Time”) and the Original Indenture will remain in effect in its current form until such amendments become operative. If the offer and consent solicitation set forth in the Solicitation Statement is terminated, withdrawn or otherwise not completed, this First Supplemental Indenture will have no force or effect, and the amendments to the Original Indenture set forth in Section 1.1 through Section 1.4 of this First Supplemental Indenture will not become operative.

Section 2.4.References to Supplemental Indenture. Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this First Supplemental Indenture may refer to the Original Indenture without making specific reference to this First Supplemental Indenture, but nevertheless all such references shall include this First Supplemental Indenture unless the context requires otherwise.

Section 2.5.Conflict with Trust Indenture Act. The Company will comply with the provisions of the TIA. If any provision of this First Supplemental Indenture limits, qualifies or conflicts with any provision of the TIA that is required under the TIA to be part of and govern any provision of this First Supplemental Indenture, the provision of the TIA shall control. If any provision of this First Supplemental Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the provision of the TIA shall be deemed to apply to the Indenture as so modified or to be excluded by this First Supplemental Indenture, as the case may be.

Section 2.6.Severability. If any court of competent jurisdiction shall determine that any provision in this First Supplemental Indenture shall be invalid, illegal

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or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 2.7.Terms Defined in the Original Indenture. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Original Indenture.

Section 2.8.Headings. The Article and Section headings of this First Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this First Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

Section 2.9.Benefits of First Supplemental Indenture. Nothing in this First Supplemental Indenture or the Notes, express or implied, shall give to any Person, other than the parties hereto and thereto and their successors hereunder and thereunder and the Holders of the Notes any benefit of any legal or equitable right, remedy or claim under the Original Indenture, this First Supplemental Indenture or the Notes.

Section 2.10.Successors. All agreements of the Company in this First Supplemental Indenture shall bind its successors. All agreements of the Trustee in this First Supplemental Indenture shall bind its successors.

Section 2.11.Concerning the Trustee. The recitals contained herein and in the Notes, except with respect to the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this First Supplemental Indenture or of the Notes.

Section 2.12.Certain Duties and Responsibilities of the Trustee. In entering into this First Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Original Indenture and the Notes relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided.

Section 2.13.Counterparts. This First Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 2.14.GOVERNING LAW. THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 2.15.Confirmation. Each of the Company and the Trustee hereby confirms and reaffirms the Original Indenture in every particular except as amended and supplemented by this First Supplemental Indenture.

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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed by their respective officers thereunto duly authorized as of the date first above written.

EDISON MISSION ENERGY
By:	/s/ Steven D. Eisenberg
	Name:  Steven D. Eisenberg
	Title:    Vice President and Associate General Counsel
THE BANK OF NEW YORK
By:	/s/ Robert S. Peschler
	Name:  Robert S. Peschler
	Title:    Vice President

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EX-99.1

Exhibit 99.1

News Release

FOR IMMEDIATE RELEASE

Contact:  Doug McFarlan, (312) 583-6024

or (312) 343-2561

www.edisonnews.com

Edison Mission Group Announces Receipt of Requisite

Consents in Tender Offer and Execution of Supplemental

Indentures by its Edison Mission Energy Unit

IRVINE, Calif.,May 18, 2006 – Edison Mission Group (“EMG”) announced today the results to date of its indirect subsidiary’s, Edison Mission Energy (“EME”), previously announced cash tender offer and consent solicitation for EME’s outstanding 10% Senior Notes due August 15, 2008 (the “2008 Notes”-CUSIP No. 281023AK7) and 9.875% Senior Notes due April 15, 2011 (the “2011Notes”-CUSIP No. 281023AG6) (collectively, the “Notes”).

As of 5:00 p.m., New York City time, yesterday (the “Consent Date”), which was the deadline for holders who desired to receive the cash consent payment to tender their Notes and deliver their consents, EME had received tenders and consents for $366,566,000 in aggregate principal amount of the 2008 Notes, representing 91.64% of the outstanding 2008 Notes, and $594,527,000 in aggregate principal amount of the 2011 Notes, representing 99.09% of the outstanding 2011 Notes.

Accordingly, the requisite consents to adopt the proposed amendments to the indentures pursuant to which the Notes were issued have been received, and supplemental indentures to effect the proposed amendments have been executed. The proposed amendments, which will eliminate substantially all the restrictive covenants, eliminate or modify certain events of default and eliminate or modify related provisions contained in each indenture, will become operative when the tendered Notes are accepted for purchase by EME.

The tender offer and consent solicitation remains open and is scheduled to expire at 5:00 p.m., New York City time, on June 5, 2006, unless extended (the “Expiration Date”).

Holders who validly tendered their Notes and delivered their consents prior to the Consent Date will receive the total consideration, as described in the Offer to Purchase and Consent Solicitation Statement of EME, dated May 5, 2006 (the “Statement”). The total consideration includes a cash consent payment of $30.00 per $1,000 principal amount of Notes validly tendered. Holders who tender their Notes and deliver their consents after the Consent Date, but prior to the Expiration Date, will receive the tender offer consideration, which consists of the total consideration less the cash consent payment of $30.00 per $1,000 principal amount of tendered Notes. Holders of Notes validly tendered prior to the Expiration Date will also receive

accrued and unpaid interest on their tendered Notes up to, but not including, the payment date for the tender offer and consent solicitation, which is expected to be on or about June 6, 2006, unless extended.

The total consideration and tender offer consideration for the 2008 Notes and 2011 Notes will be determined as described in the Statement as of 2:00 p.m., New York City time, on May 19, 2006 (unless EME extends the tender offer and consent solicitation for any period longer than ten business days from the previously scheduled Expiration Date, in which case a new price determination date will be established). Withdrawal and revocation rights with respect to tendered Notes and delivered consents expired as of the Consent Date. Accordingly, holders may no longer withdraw any Notes previously or hereafter tendered or revoke any consents previously or hereafter delivered, except in the limited circumstances described in the Statement.

The tender offer and consent solicitation are subject to the satisfaction of certain conditions, including the consummation by EME of one or more new debt financings on terms satisfactory to EME resulting in aggregate gross principal amount of not less than $1.0 billion. No assurance can be given that such new financings will be completed in a timely manner or at all.

The complete terms and conditions of the tender offer and consent solicitation are described in the Statement, copies of which may be obtained by contacting D.F. King & Co., Inc., the information agent for the tender offer and consent solicitation, at (212) 269-5550 or (800) 859-8511 (toll free). Questions regarding the tender offer and consent solicitation may be directed to the dealer managers and solicitation agents for the tender offer and consent solicitation: J.P. Morgan Securities Inc., which may be contacted at (800) 245-8812 (toll free) and Citigroup Global Markets Inc., which may be contacted at (212) 723-6106 (collect) or (800) 558-3745 (toll free).

This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. The tender offer and consent solicitation is being made solely by the Offer to Purchase and Consent Solicitation Statement of EME, dated May 5, 2006.

EME is a subsidiary of EMG, which is the parent company of the unregulated subsidiaries of Rosemead, California-based Edison International (NYSE:EIX).

This press release includes forward-looking statements. EME has based these forward-looking statements on its current expectations and projections about future events based upon knowledge of facts as of the date of this press release and its assumptions about future events. These forward-looking statements are subject to various risks and uncertainties that may be outside EME’s control. EME has no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. This press release should be read in conjunction with EME’s Annual Report on Form 10-K, Amendment No. 1 to Annual Report on Form 10-K/A, Quarterly Report on Form 10-Q and Current Report on Form 8-K dated May 8 filed this calendar year.

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The Edison Mission Group consists of unregulated subsidiaries of Rosemead, Calif.-based Edison International (NYSE:EIX,) an electric power generator and distributor, and an investor in infrastructure and renewable energy projects. The company is comprised of a regulated utility, Southern California Edison (SCE) and an unregulated group of business units, Edison Mission Group (EMG). The California Public Utilities Commission does not regulate the terms of EMG’s products and services.