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):  April 30, 2007

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:

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

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

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

o            Pre-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, 2006.

Section 1 — Registrant’s Business and Operations

Item 1.01  Entry into a Material Definitive Agreement.

On April 30, 2007, Edison Mission Energy (“EME”), in connection with its previously announced tender offer and consent solicitation with respect to its 7.73% Senior Notes due June 15, 2009 (the “Notes”), entered into a Second Supplemental Indenture, dated as of April 30, 2007, between EME and The Bank of New York, as trustee (the “Supplemental Indenture”), supplementing the Indenture, dated as of June 28, 1999, pursuant to which the Notes were issued (as previously supplemented, the “Indenture”).

The Supplemental Indenture effects amendments to the Indenture 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 the 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 EME’s receipt of sufficient funds from its issuance of senior unsecured notes on terms satisfactory to EME. No assurance can be given that such new financings will be completed in a timely manner or at all.

A copy of the Supplemental Indenture, attached hereto as Exhibit 4.1, is incorporated herein by reference. A copy of the press release issued by Edison International, EME’s indirect parent company, on May 1, 2007, attached hereto as Exhibit 99.1 and announcing, among other matters, the execution of the Supplemental Indenture, is also incorporated herein by reference.

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 Supplemental Indenture is incorporated herein by reference.

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Section 9 — Financial Statements and Exhibits

Item 9.01  Financial Statements and Exhibits.

(d)Exhibits

4.1Second Supplemental Indenture, dated as of April 30, 2007, between EME and The Bank of New York, as trustee, supplementing the Indenture, dated as of June 28, 1999, pursuant to which EME’s 7.73% Senior Notes due 2009 were issued.

99.1Press release by Edison International, dated May 1, 2007, announcing (i) the receipt of the requisite consents in connection with EME’s previously announced tender offer and consent solicitation with respect to its 7.73% Senior Notes due 2009 and (ii) the execution of a supplemental indenture to the indenture pursuant to which the 7.73% Senior Notes due 2009 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 1, 2007	/s/ W. James Scilacci
		W. JAMES SCILACCI
		Senior Vice President and Chief Financial Officer

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EX-4.1

Exhibit 4.1

SECOND SUPPLEMENTAL INDENTURE

SECOND SUPPLEMENTAL INDENTURE, dated as of April 30, 2007 (this “Second 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 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 June 28, 1999, as supplemented by the First Supplemental Indenture, dated as of June 28, 1999, between the Company and the Trustee (as amended and supplemented, the “Indenture”), pursuant to which the Company has $600 million aggregate principal amount of 7.73% Senior Notes due 2009 (the “Notes”) outstanding;

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

WHEREAS, the Company has distributed an Offer to Purchase and Consent Solicitation Statement, dated as of April 17, 2007 (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 Second 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 Indenture and the Notes.

(a)           Upon the effective date of this Second Supplemental Indenture (i) certain definitions in the 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 Indenture that have been deleted as a result of the Proposed Amendments shall be deemed deleted, and (iii) certain other changes to the 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 hereby deleted, 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 Indenture that have been otherwise deleted pursuant to this Second 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 and the Trustee.  The following Sections of the 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 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 Indenture is hereby amended by deleting paragraphs (c) and (e) thereof. The remaining paragraphs are lettered accordingly.

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ARTICLE II- MISCELLANEOUS

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

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

Section 2.3.Effect and Operation of Supplemental Indenture.   This Second Supplemental Indenture shall be effective and binding immediately upon its execution by the Company and the Trustee (so long as the Requisite Consents have been received) but, notwithstanding anything in the Indenture or this Second Supplemental Indenture to the contrary, the amendments to the Indenture set forth in Section 1.1 through Section 1.4 of this Second 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 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 Second Supplemental Indenture will have no force or effect, and the amendments to the Indenture set forth in Section 1.1 through Section 1.4 of this Second 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 Second Supplemental Indenture may refer to the Indenture without making specific reference to this Second Supplemental Indenture, but nevertheless all such references shall include this Second 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 Second 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 Second Supplemental Indenture, the provision of the TIA shall control.  If any provision of this Second 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 Second Supplemental Indenture, as the case may be.

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Section 2.6.   Severability.   If any court of competent jurisdiction shall determine that any provision in this Second Supplemental Indenture shall be invalid, illegal 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 Indenture.   All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Indenture.

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

Section 2.9.   Benefits of Second Supplemental Indenture.   Nothing in this Second 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 Indenture, this Second Supplemental Indenture or the Notes.

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

Section 2.12.   Certain Duties and Responsibilities of the Trustee.   In entering into this Second Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the 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 Second 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 SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

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Section 2.15.   Confirmation.   Each of the Company and the Trustee hereby confirms and reaffirms the Indenture in every particular except as amended and supplemented by this Second Supplemental Indenture.  The Company expressly reaffirms and confirms its obligation to indemnify the Trustee in connection with the Indenture and this Second Supplemental Indenture in accordance with Section 5.6 of the Indenture.

IN WITNESS WHEREOF, the parties hereto have caused this Second 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
THE BANK OF NEW YORK
By:	/s/ Alexander Pabon
	Name: Alexander Pabon
	Title: Assistant Vice President

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EX-99.1

Exhibit 99.1

News Release

FOR IMMEDIATE RELEASE

Media Relations: Charles Coleman, (626) 302-7982

www.edisonnews.com

Investor Relations: Scott Cunningham, (626) 302-2540

www.edisoninvestor.com

Edison International Announces Receipt of Requisite
Consents in Tender Offers and Execution of Supplemental
Indentures by Subsidiaries

ROSEMEAD, Calif., May 1, 2007  Edison International (NYSE: EIX) announced today the results to date of three previously announced cash tender offers and consent solicitations by its Edison Mission Group subsidiary companies. The tender offers and consent solicitations are for the following debt securities: (i) Edison Mission Energy’s (“EME”) outstanding 7.73% Senior Notes due June 15, 2009 (the “EME Notes” — CUSIP No. 281023AC5), (ii) Midwest Generation, LLC’s (“MWG”) outstanding 8.75% Second Priority Senior Secured Notes due 2034 (the “MWG Notes” — CUSIP No. 59833BAB0) and (iii) Mission Energy Holding Company’s (“MEHC”) outstanding 13.50% Senior Secured Notes due 2008 (the “MEHC Notes” — CUSIP No. 605056AB6 — and, together with the EME Notes and the MWG Notes, the “Notes”). Terms used but not defined herein shall have the meanings ascribed to them in the respective Offer to Purchase and Consent Solicitation Statements of EME, MWG and MEHC, each dated April 17, 2007 (each a “Statement” and together, the “Statements”).

As of 5:00 p.m., New York City time, April 30, 2007 (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 $587,034,000 in aggregate principal amount of the EME Notes, representing 97.84% of the outstanding EME Notes, MWG had received tenders and consents for $999,800,000 in aggregate principal amount of the MWG Notes, representing 99.98% of the outstanding MWG Notes and MEHC had received tenders and consents for $795,679,000 in aggregate principal amount of the MEHC Notes, representing 99.47% of the outstanding MEHC Notes.

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EDISON INTERNATIONAL ANNOUNCES RECEIPT OF CONSENTS
Page 2 of 3

Accordingly, the requisite consents to adopt the proposed amendments to the indentures pursuant to which the Notes were issued have been received, and in the case of MEHC and MWG, the requisite consents to release the security interests in the collateral securing the MEHC Notes and the MWG Notes, respectively, have beenreceived and supplemental indentures to effect the proposed amendments and collateral release, as applicable, 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, and collateral release, as applicable, will become operative when the respective tendered Notes are accepted for purchase by EME, MWG and MEHC.

The tender offer and consent solicitation remains open and is scheduled to expire at 9:00 a.m., New York City time, on May 15, 2007, 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 respective Statement of EME, MWG and MEHC. The total consideration in each case 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 Early Payment Date (which is expected to occur on May 7, 2007) or the Final Payment Date, as the case may be.

The total consideration and tender offer consideration for the Notes was determined as described in the Statements as of 2:00 p.m., New York City time, on April 30, 2007. Withdrawal and revocation rights with respect to tendered Notes and delivered consents expired as of 5:00 p.m., New York City time, on April 30, 2007.  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 Statements.

The tender offers and consent solicitations are subject to the satisfaction of certain conditions, including EME’s receipt of sufficient funds from its issuance of senior unsecured notes, on terms satisfactory to EME. No assurance can be given that such new financings will be completed in a timely manner or at all.

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EDISON INTERNATIONAL ANNOUNCES RECEIPT OF CONSENTS
Page 3 of 3

The complete terms and conditions of the tender offers and consent solicitations are described in the Statements, 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 manager and solicitation agent for the tender offer and consent solicitation:  Citi, 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 offers and consent solicitations are being made solely by the Statements of EME, MWG and MEHC, as applicable.

This press release includes forward-looking statements. Edison International 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 Edison International’s control. Edison International 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 the Annual Reports on Form 10-K and Current Reports on Form 8-K filed this calendar year by Edison International and each of EME, MWG and MEHC.

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Rosemead, Calif.-based Edison International (NYSE:EIX) is an electric power generator and distributor, and an investor in infrastructure and renewable energy projects with assets totaling more than $36 billion. The company is comprised of a regulated utility, Southern California Edison, and an unregulated group of business units, Edison Mission Group (EMG). MEHC, EME and MWG are subsidiaries of EMG.  The California Public Utilities Commission does not regulate the terms of EMG’s products and services.