<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:  October 3, 1996 
             Date of earliest event reported: September 23, 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 September 23, 1996, California Governor Pete Wilson signed
Assembly Bill 1890, providing for the restructuring of the California
electric utility industry.  The legislation, building upon the California
Public Utilities Commission's (CPUC) December 20, 1995 restructuring
decision, opens electric power generation in California to competition
commencing January 1, 1998, while leaving in place the regulatory system
governing its transmission and distribution.  A copy of the Governor's
office press release on the signing of the legislation is attached hereto
as Exhibit 20.1, with press releases from Southern California Edison
Company (Edison) on the matter attached as Exhibits 20.2 and 20.3.

     In addition, on September 20, 1996, the CPUC adopted a new mechanism
for setting electric rates for transmission and distribution called
Performance-Based Ratemaking (PBR).  Under the PBR (scheduled to take
effect on January 1, 1997), adjustments to Edison's approved revenue
requirements shall be made based on various factors, including
productivity, service quality, safety, inflation, and unforeseen external
events.  Resulting gains and losses are to be shared between Edison's
shareholders and customers in a prescribed manner.  A copy of a press
release issued by Edison on September 23 describing the new ratemaking
method is attached hereto as Exhibit 20.4.

     Finally, effective September 27, 1996, the Board of Directors of Edison
International increased the authorized amount of common stock repurchases
from $300 million to $800 million.  A copy of the press release issued by
Edison International on September 27 pertaining to the increase in the
repurchase authorization is attached hereto as Exhibit 20.5.
         
Item 7.     Financial Statements, Pro Forma Financial Information 
            and Exhibits 
 
(c)     Exhibits 
 
Exhibit 
Number                            Description 
-------                           ----------- 
 
20.1         News Release -- Wilson Signs Historic Legislation Restructuring
             Electic Industry 

20.2         News Release -- Edison Applauds Gov. Wilson's Signing of Historic
             Electricity Restructuring Bill

20.3         Investor Relations News -- Electric Utility Industry
             Restructuring Bill Signed by Governor

20.4         News Release -- Edison Applauds CPUC Incentive-Based Rate
             Decision

20.5         Investor Relations News -- Edison International Board of
             Directors Increases Share Repurchase Authorization
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 
                                            

October 3, 1996
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{"company-data": {"conformed-name": "EDISON INTERNATIONAL", "cik": "0000827052", "assigned-sic": "4911", "irs-number": "954137452", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-09936", "film-number": "96638595"}, "business-address": {"street1": "2244 WALNUT GROVE AVE", "street2": "P O BOX 800", "city": "ROSEMEAD", "state": "CA", "zip": "91770", "phone": "8183022222"}, "former-company": {"former-conformed-name": "SCECORP", "date-changed": "19920703"}}
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:  October 3, 1996 
             Date of earliest event reported: September 23, 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)
Item 5.  Other Events 
 
      On September 23, 1996, California Governor Pete Wilson signed
Assembly Bill 1890, providing for the restructuring of the California
electric utility industry.  The legislation, building upon the California
Public Utilities Commission's (CPUC) December 20, 1995 restructuring
decision, opens electric power generation in California to competition
commencing January 1, 1998, while leaving in place the regulatory system
governing its transmission and distribution.  A copy of the Governor's
office press release on the signing of the legislation is attached hereto
as Exhibit 20.1, with press releases from Southern California Edison
Company (Edison) on the matter attached as Exhibits 20.2 and 20.3.

     In addition, on September 20, 1996, the CPUC adopted a new mechanism
for setting electric rates for transmission and distribution called
Performance-Based Ratemaking (PBR).  Under the PBR (scheduled to take
effect on January 1, 1997), adjustments to Edison's approved revenue
requirements shall be made based on various factors, including
productivity, service quality, safety, inflation, and unforeseen external
events.  Resulting gains and losses are to be shared between Edison's
shareholders and customers in a prescribed manner.  A copy of a press
release issued by Edison on September 23 describing the new ratemaking
method is attached hereto as Exhibit 20.4.

     Finally, effective September 27, 1996, the Board of Directors of Edison
International increased the authorized amount of common stock repurchases
from $300 million to $800 million.  A copy of the press release issued by
Edison International on September 27 pertaining to the increase in the
repurchase authorization is attached hereto as Exhibit 20.5.
         
Item 7.     Financial Statements, Pro Forma Financial Information 
            and Exhibits 
 
(c)     Exhibits 
 
Exhibit 
Number                            Description 
-------                           ----------- 
 
20.1         News Release -- Wilson Signs Historic Legislation Restructuring
             Electic Industry 

20.2         News Release -- Edison Applauds Gov. Wilson's Signing of Historic
             Electricity Restructuring Bill

20.3         Investor Relations News -- Electric Utility Industry
             Restructuring Bill Signed by Governor

20.4         News Release -- Edison Applauds CPUC Incentive-Based Rate
             Decision

20.5         Investor Relations News -- Edison International Board of
             Directors Increases Share Repurchase Authorization
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 
                                            

October 3, 1996