PAGE
<PAGE>
 
 
 
 
                    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:  December 5, 1996 
             Date of earliest event reported: November 21, 1996 
 
 
 
 
                              EDISON INTERNATIONAL 
            (Exact name of registrant as specified in its charter) 
 
 
 
 
 
        CALIFORNIA                     1-9936              95-4137452 
(State or other jurisdiction of     (Commission         (I.R.S. employer 
incorporation or organization)      file number)       identification no.)

 
 
 
 
                           2244 Walnut Grove Avenue 
                                (P.O. Box 800) 
                         Rosemead, California  91770 
       (Address of principal executive offices, including zip code) 
 
 
 
 
                                  818-302-2222 
            (Registrant's telephone number, including area code) 
 
 
PAGE
<PAGE>
Item 5.  Other Events 

      On November 21, 1996, the Board of Directors of Southern California
Edison Company (Edison), Edison International's electric utility
subsidiary, approved a plan to sell all 12 of its natural gas and oil-
fueled power plants.  The plants, all located within Edison's service
territory, have a combined book value of approximately $700 million. A
copy of Edison's press release on the matter is attached as Exhibit 20.1
and incorporated herein by this reference.  A copy of a press release from
Edison International (EIX) concerning this matter, the Palo Verde Nuclear
Generating Station (PVNGS) cost recovery matter discussed below, and other
information not part of this filing, is attached in relevant part as
Exhibit 20.2 and also incorporated herein by this reference.

      On November 27, 1996, Edison filed its divestiture application with
the California Public Utilities Commission (CPUC).  Under the application,
Edison proposes to auction the affected plants by grouping them into 4
"bundles," with no bidder being allowed to purchase more than 2 of the 4
"bundles."  The auctions are to be held in two phases: the first three
bundles in the summer of 1997, followed by auction of the fourth bundle in
the fall of that same year.  A copy of EIX's press release on the matter,
which press release also includes information on the PVNGS matter
discussed below (and other information not part of this filing), is
attached in relevant part as Exhibit 20.3 and incorporated herein by this
reference.

      In addition, on November 15, 1996,  Edison, The Utility Reform
Network (TURN) and the Office of Ratepayer Advocates of the CPUC (all of
the active parties in the PVNGS cost recovery proceeding), filed a
settlement agreement with the CPUC.  The settlement is substantially the
same as the Memorandum of Understanding signed by the same parties on
November 1, 1996.  On November 26, 1996, the assigned Administrative Law
Judge to the Palo Verde proceeding issued a proposed decision adopting the
settlement agreement upon which the CPUC may act as soon as December 20,
1996.  Copies of EIX's press releases on the matter are included as
portions of attached Exhibits 20.2 and 20.3.


Item 7.     Financial Statements, Pro Forma Financial Information 
            and Exhibits 
 
(c)     Exhibits 
 
Exhibit 
Number                            Description 
-------                           ----------- 
 
20.1     News Release -- Edison Plans to Divest 12 Power Plants in
         California

20.2     Investor Relations News dated November 21, 1996
 
20.3     Investor Relations News dated December 4, 1996
PAGE
<PAGE>
 
                         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 thereunto duly authorized. 

                            EDISON INTERNATIONAL 



                                     KENNETH S. STEWART
                            ---------------------------------- 
                                     KENNETH S. STEWART 
                                 ASSISTANT GENERAL COUNSEL 
                                            
December 5, 1996
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PAGE
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:  December 5, 1996 
             Date of earliest event reported: November 21, 1996 
 
 
 
 
                              EDISON INTERNATIONAL 
            (Exact name of registrant as specified in its charter) 
 
 
 
 
 
        CALIFORNIA                     1-9936              95-4137452 
(State or other jurisdiction of     (Commission         (I.R.S. employer 
incorporation or organization)      file number)       identification no.)

 
 
 
 
                           2244 Walnut Grove Avenue 
                                (P.O. Box 800) 
                         Rosemead, California  91770 
       (Address of principal executive offices, including zip code) 
 
 
 
 
                                  818-302-2222 
            (Registrant's telephone number, including area code) 
 
 
PAGE
Item 5.  Other Events 

      On November 21, 1996, the Board of Directors of Southern California
Edison Company (Edison), Edison International's electric utility
subsidiary, approved a plan to sell all 12 of its natural gas and oil-
fueled power plants.  The plants, all located within Edison's service
territory, have a combined book value of approximately $700 million. A
copy of Edison's press release on the matter is attached as Exhibit 20.1
and incorporated herein by this reference.  A copy of a press release from
Edison International (EIX) concerning this matter, the Palo Verde Nuclear
Generating Station (PVNGS) cost recovery matter discussed below, and other
information not part of this filing, is attached in relevant part as
Exhibit 20.2 and also incorporated herein by this reference.

      On November 27, 1996, Edison filed its divestiture application with
the California Public Utilities Commission (CPUC).  Under the application,
Edison proposes to auction the affected plants by grouping them into 4
"bundles," with no bidder being allowed to purchase more than 2 of the 4
"bundles."  The auctions are to be held in two phases: the first three
bundles in the summer of 1997, followed by auction of the fourth bundle in
the fall of that same year.  A copy of EIX's press release on the matter,
which press release also includes information on the PVNGS matter
discussed below (and other information not part of this filing), is
attached in relevant part as Exhibit 20.3 and incorporated herein by this
reference.

      In addition, on November 15, 1996,  Edison, The Utility Reform
Network (TURN) and the Office of Ratepayer Advocates of the CPUC (all of
the active parties in the PVNGS cost recovery proceeding), filed a
settlement agreement with the CPUC.  The settlement is substantially the
same as the Memorandum of Understanding signed by the same parties on
November 1, 1996.  On November 26, 1996, the assigned Administrative Law
Judge to the Palo Verde proceeding issued a proposed decision adopting the
settlement agreement upon which the CPUC may act as soon as December 20,
1996.  Copies of EIX's press releases on the matter are included as
portions of attached Exhibits 20.2 and 20.3.

Item 7.     Financial Statements, Pro Forma Financial Information 
            and Exhibits 
 
(c)     Exhibits 
 
Exhibit 
Number                            Description 
-------                           ----------- 
 
20.1     News Release -- Edison Plans to Divest 12 Power Plants in
         California

20.2     Investor Relations News dated November 21, 1996
 
20.3     Investor Relations News dated December 4, 1996
PAGE
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 thereunto duly authorized. 

                            EDISON INTERNATIONAL 

                                     KENNETH S. STEWART
                            ---------------------------------- 
                                     KENNETH S. STEWART 
                                 ASSISTANT GENERAL COUNSEL 
                                            
December 5, 1996