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: July 13, 1998
                 Date of earliest event reported: June 24, 1998



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



           CALIFORNIA                       001-2313            95-1240335
  (State of principal jurisdiction      (Commission file     (I.R.S. employer 
        of Incorporation of                  number)        identification no.
           organization)  



                            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)



<PAGE>





Item 5.  Other Events.

As previously  reported in Part I, Item 1 of the  Registrant's  Annual Report on
Form 10-K for the year ended  December 31, 1997,  under the heading  "California
Electric   Utility   Restructuring--Utility   Rate   Reduction  and  Reform  Act
Initiative," on November 24, 1997,  individuals  representing The Utility Reform
Network,  Public Media Center and the  Coalition  Against  Utility Taxes filed a
voter initiative with the California Attorney General.  The proposed initiative,
which was amended by the proponents on December 9, 1997, seeks to overturn major
portions  of  the  electric  industry   restructuring   legislation  enacted  in
California in September 1996 (the  "Statute").  The initiative  proposes,  among
other  things,  to:  (i) impose an  additional  10 percent  rate  reduction  for
residential and small commercial  customers beyond the 10 percent reduction that
went into  effect on January  1, 1998;  (ii) block  stranded  cost  recovery  of
nuclear  investments;  (iii)  restrict  stranded  cost  recovery of  non-nuclear
investments unless the California Public Utilities  Commission (CPUC) finds that
the utility would be deprived of the  opportunity to earn a fair rate of return;
and (iv) prohibit the  collection of any charges  pursuant to a financing  order
for the purpose of making payments on rate reduction  notes, or if the financing
order is found  enforceable  by a court,  require  the  utility  to offset  such
charges with an equal credit to  customers.  Attached as Exhibit 99 is a copy of
the proposed  initiative filed with the California Attorney General. On February
11, 1998, the California  Secretary of State  circulated a copy of the title and
summary  prepared  for  the  proposed  initiative  by  the  California  Attorney
General's office,  which included a summary of estimate of the fiscal impacts on
state  and local  governments  if the  initiative  were to pass.  That  estimate
concluded  that the net  impact  on state  government  revenue  would be  annual
revenue reductions of approximately $100 million per fiscal year from 1998-2002.
The estimate also referred to potential  state liability for debt service on the
rate reduction notes.

         Under  the  California  Constitution,  433,269  valid  signatures  were
required to qualify the  proposed  initiative  for the November  1998  statewide
ballot.  In May 1998, the sponsors of the proposed  initiative  commenced filing
sections of the  proposed  initiative  petition  with various  county  elections
officials.  County elections  officials  determined that the proposed initiative
petition sections contained more than 700,000 total unverified  signatures.  The
California Secretary of State instructed county elections  officials,  using the
random sample  verification  method, to determine the number of valid signatures
on the petition  sections and certify those totals to it. On June 24, 1998,  the
California  Secretary of State announced that the proposed initiative  qualified
for the November 1998 ballot.

         On May 22, 1998,  Californians  for  Affordable  and Reliable  Electric
Service,  a  Coalition  of  California  Business   Organizations  and  Utilities
("CARES"),  filed a petition for writ of mandate with the Court of Appeal of the
State of California,  Third Appellate District  (Californians for Affordable and
Reliable Electric Service v. Bill Jones, et al., No. 3 Civ.  C029528).  CARES is
sponsored by the  California  Business  Roundtable,  the  California  Chamber of
Commerce,  San  Diego  Gas &  Electric  Company,  the  California  Manufacturers
Association,  Pacific Gas and  Electricity  Company,  The  California  Retailers
Association, and Southern California Edison Company ("SCE"), among other groups.
The  CARES  petition   challenges   the  proposed   initiative  as  illegal  and
unconstitutional  on its face, and seeks to remove the proposed  initiative from
the  November  1998  ballot.  On May 27, 1998,  the  proponents  of the proposed
initiative filed a preliminary opposition to petition for writ of mandate. CARES
filed a response to the preliminary opposition on May 29, 1998. On July 2, 1998,
the Court denied CARES' petition. This denial represents a decision by the Court
not to consider the merits of the CARES petition prior to the November election.
On July 6,  1998,  CARES  filed its  appeal of the  denial  with the  California
Supreme Court.



<PAGE>


         If the proposed initiative is not removed from the November 1998 ballot
as requested in the CARES  petition  and is voted into law,  further  litigation
would  ensue.  Under the terms of a  servicing  agreement  relating  to the rate
reduction  notes, SCE (acting as the servicer) is required to take such legal or
administrative  actions as may be reasonably  necessary to block or overturn any
attempts to cause a repeal of, modification of or supplement to the Statute, the
financing order dated  September 3, 1997 (the  "Financing  Order") issued by the
CPUC, or the rights of holders of the property  right  authorized by the Statute
and the Financing  Order  (referred to as transition  property),  by legislative
enactment, voter initiative or constitutional amendment that would be adverse to
holders of the rate reduction  notes. The costs of such actions would be payable
out of collections  of the  nonbypassable  charges  established by the Financing
Order and the related issuance advice letter as an operating  expense related to
the rate reduction notes.  However, SCE may be required to advance its own funds
to satisfy its  obligations  as  servicer to take such legal and  administrative
actions.

         SCE is  unable  to  predict  the  outcome  of this  matter,  but if the
initiative were to be voted into law, and not immediately  stayed and ultimately
invalidated  by the  courts,  it could have a material  adverse  effect on SCE's
results  of  operation  and  financial  position.  Upon  voter  approval  of the
initiative, a write-down of a portion of SCE's  generation-related  assets might
be  required  under  applicable  accounting   principles,   depending  on  SCE's
assessment of both the probability  that the initiative  would be struck down by
the courts and the manner in which it would be  interpreted  and applied to SCE.
The meaning of many  provisions of the initiative is unclear and, if all or part
of the  initiative  is upheld by the  courts,  will be subject to  judicial  and
regulatory  interpretation.  Depending on how the initiative is interpreted  and
implemented   with  respect  to  SCE,   the   potential   write-down   of  SCE's
generation-related assets could amount to as much as $1.9 billion after tax.

     Additionally,  if the initiative were passed and survived legal challenges,
SCE could suffer impacts on its annual  earnings,  including the  possibility of
being  required to offset  customer  charges  necessary to pay the principal and
interest on the rate reduction notes.  Depending on how this provision and other
provisions of the initiative are  interpreted  and applied,  the annual earnings
reductions could be as large as $210 million in 1999,  gradually declining to as
much as $10 million in 2007, and immaterial amounts thereafter.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(a)      Financial Statements of Businesses Acquired.  Not applicable

(b)      Pro Forma Financial Information.  Not applicable

(c)      Exhibits

           Exhibit
             No.                    Description
           -------                  -----------

             99            Proposed Initiative (No. SA 97 RF 0064)




<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.


                              SOUTHERN CALIFORNIA EDISON COMPANY
                                         (Registrant)



                                      KENNETH S. STEWART
                    ----------------------------------------------------------
                                      KENNETH S. STEWART
                                   Assistant General Counsel


July 13, 1998
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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: July 13, 1998
                 Date of earliest event reported: June 24, 1998

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

           CALIFORNIA                       001-2313            95-1240335
  (State of principal jurisdiction      (Commission file     (I.R.S. employer 
        of Incorporation of                  number)        identification no.
           organization)  

                            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)
Item 5.  Other Events.

As previously  reported in Part I, Item 1 of the  Registrant's  Annual Report on
Form 10-K for the year ended  December 31, 1997,  under the heading  "California
Electric   Utility   Restructuring--Utility   Rate   Reduction  and  Reform  Act
Initiative," on November 24, 1997,  individuals  representing The Utility Reform
Network,  Public Media Center and the  Coalition  Against  Utility Taxes filed a
voter initiative with the California Attorney General.  The proposed initiative,
which was amended by the proponents on December 9, 1997, seeks to overturn major
portions  of  the  electric  industry   restructuring   legislation  enacted  in
California in September 1996 (the  "Statute").  The initiative  proposes,  among
other  things,  to:  (i) impose an  additional  10 percent  rate  reduction  for
residential and small commercial  customers beyond the 10 percent reduction that
went into  effect on January  1, 1998;  (ii) block  stranded  cost  recovery  of
nuclear  investments;  (iii)  restrict  stranded  cost  recovery of  non-nuclear
investments unless the California Public Utilities  Commission (CPUC) finds that
the utility would be deprived of the  opportunity to earn a fair rate of return;
and (iv) prohibit the  collection of any charges  pursuant to a financing  order
for the purpose of making payments on rate reduction  notes, or if the financing
order is found  enforceable  by a court,  require  the  utility  to offset  such
charges with an equal credit to  customers.  Attached as Exhibit 99 is a copy of
the proposed  initiative filed with the California Attorney General. On February
11, 1998, the California  Secretary of State  circulated a copy of the title and
summary  prepared  for  the  proposed  initiative  by  the  California  Attorney
General's office,  which included a summary of estimate of the fiscal impacts on
state  and local  governments  if the  initiative  were to pass.  That  estimate
concluded  that the net  impact  on state  government  revenue  would be  annual
revenue reductions of approximately $100 million per fiscal year from 1998-2002.
The estimate also referred to potential  state liability for debt service on the
rate reduction notes.

         Under  the  California  Constitution,  433,269  valid  signatures  were
required to qualify the  proposed  initiative  for the November  1998  statewide
ballot.  In May 1998, the sponsors of the proposed  initiative  commenced filing
sections of the  proposed  initiative  petition  with various  county  elections
officials.  County elections  officials  determined that the proposed initiative
petition sections contained more than 700,000 total unverified  signatures.  The
California Secretary of State instructed county elections  officials,  using the
random sample  verification  method, to determine the number of valid signatures
on the petition  sections and certify those totals to it. On June 24, 1998,  the
California  Secretary of State announced that the proposed initiative  qualified
for the November 1998 ballot.

         On May 22, 1998,  Californians  for  Affordable  and Reliable  Electric
Service,  a  Coalition  of  California  Business   Organizations  and  Utilities
("CARES"),  filed a petition for writ of mandate with the Court of Appeal of the
State of California,  Third Appellate District  (Californians for Affordable and
Reliable Electric Service v. Bill Jones, et al., No. 3 Civ.  C029528).  CARES is
sponsored by the  California  Business  Roundtable,  the  California  Chamber of
Commerce,  San  Diego  Gas &  Electric  Company,  the  California  Manufacturers
Association,  Pacific Gas and  Electricity  Company,  The  California  Retailers
Association, and Southern California Edison Company ("SCE"), among other groups.
The  CARES  petition   challenges   the  proposed   initiative  as  illegal  and
unconstitutional  on its face, and seeks to remove the proposed  initiative from
the  November  1998  ballot.  On May 27, 1998,  the  proponents  of the proposed
initiative filed a preliminary opposition to petition for writ of mandate. CARES
filed a response to the preliminary opposition on May 29, 1998. On July 2, 1998,
the Court denied CARES' petition. This denial represents a decision by the Court
not to consider the merits of the CARES petition prior to the November election.
On July 6,  1998,  CARES  filed its  appeal of the  denial  with the  California
Supreme Court.
If the proposed initiative is not removed from the November 1998 ballot
as requested in the CARES  petition  and is voted into law,  further  litigation
would  ensue.  Under the terms of a  servicing  agreement  relating  to the rate
reduction  notes, SCE (acting as the servicer) is required to take such legal or
administrative  actions as may be reasonably  necessary to block or overturn any
attempts to cause a repeal of, modification of or supplement to the Statute, the
financing order dated  September 3, 1997 (the  "Financing  Order") issued by the
CPUC, or the rights of holders of the property  right  authorized by the Statute
and the Financing  Order  (referred to as transition  property),  by legislative
enactment, voter initiative or constitutional amendment that would be adverse to
holders of the rate reduction  notes. The costs of such actions would be payable
out of collections  of the  nonbypassable  charges  established by the Financing
Order and the related issuance advice letter as an operating  expense related to
the rate reduction notes.  However, SCE may be required to advance its own funds
to satisfy its  obligations  as  servicer to take such legal and  administrative
actions.

         SCE is  unable  to  predict  the  outcome  of this  matter,  but if the
initiative were to be voted into law, and not immediately  stayed and ultimately
invalidated  by the  courts,  it could have a material  adverse  effect on SCE's
results  of  operation  and  financial  position.  Upon  voter  approval  of the
initiative, a write-down of a portion of SCE's  generation-related  assets might
be  required  under  applicable  accounting   principles,   depending  on  SCE's
assessment of both the probability  that the initiative  would be struck down by
the courts and the manner in which it would be  interpreted  and applied to SCE.
The meaning of many  provisions of the initiative is unclear and, if all or part
of the  initiative  is upheld by the  courts,  will be subject to  judicial  and
regulatory  interpretation.  Depending on how the initiative is interpreted  and
implemented   with  respect  to  SCE,   the   potential   write-down   of  SCE's
generation-related assets could amount to as much as $1.9 billion after tax.

     Additionally,  if the initiative were passed and survived legal challenges,
SCE could suffer impacts on its annual  earnings,  including the  possibility of
being  required to offset  customer  charges  necessary to pay the principal and
interest on the rate reduction notes.  Depending on how this provision and other
provisions of the initiative are  interpreted  and applied,  the annual earnings
reductions could be as large as $210 million in 1999,  gradually declining to as
much as $10 million in 2007, and immaterial amounts thereafter.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(a)      Financial Statements of Businesses Acquired.  Not applicable

(b)      Pro Forma Financial Information.  Not applicable

(c)      Exhibits

           Exhibit
             No.                    Description
           -------                  -----------

             99            Proposed Initiative (No. SA 97 RF 0064)
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.

                              SOUTHERN CALIFORNIA EDISON COMPANY
                                         (Registrant)

                                      KENNETH S. STEWART
                    ----------------------------------------------------------
                                      KENNETH S. STEWART
                                   Assistant General Counsel

July 13, 1998