E5-153. Issuer Delisting; Notice of Application of Southern California Edison Company to Withdraw Its Cumulative Preferred Stock, 4.08% Series, 4.24% Series, 4.32% Series, and 4.78% Series, $25 Par Value, From Listing and Registration on the Pacific ...

January 10, 2005.

On December 20, 2004, Southern California Edison Company, a California corporation (“Issuer”), filed an application with the Securities and Exchange Commission (“Commission”), pursuant to Section 12(d) of the Securities Exchange Act of 1934 (“Act”) ^[1] and Rule 12d2-2(d) thereunder,^[2] to withdraw its cumulative preferred stock, 4.08% series, 4.24% series, 4.32% series, and 4.78% series, $25 par value (collectively, “Securities”), from listing and registration on the Pacific Exchange, Inc. (“PCX”).

The Board of Directors (“the Board”) of the Issuer approved a resolution on November 18, 2004 to withdraw the Securities from listing on the PCX. The Board stated that the reasons for its decision to withdraw the Securities from the PCX are as follows: (i) The Securities are listed and traded on the American Stock Exchange LLC, (“Amex”), and the Securities will continue to be listed on Amex, giving shareholders a continued means of trading their Securities; (ii) as a listed company on the Amex and PCX, the Issuer is subject to dual and potentially conflicting regulation; (iii) the Issuer wishes to eliminate the additional costs and administrative burdens associated with maintaining dual listing of the Securities on the PCX and the Amex; and (iv) there were no significant business reasons for maintaining the listing of the Securities on the PCX.

The Issuer stated in its application that it has complied with applicable rules of the PCX Rule 5.4(b) by providing the PCX with the required documents governing the withdrawal of securities from listing and registration on the PCX. The Issuer's application relates solely to the withdrawal of the Securities from listing on the PCX and shall not affect its continued listing on the Amex or its obligation to be registered under Section 12(b) of the Act.^[3]

Any interested person may, on or before February 4, 2005 comment on the facts bearing upon whether the application has been made in accordance with the rules of the PCX, and what terms, if any, should be imposed by the Commission for the protection of investors. All comment letters may be submitted by either of the following methods:

Electronic Comments

• Send an e-mail to [e-mail]. Please include the File Number 1-02313 or;

Paper Comments

• Send paper comments in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609.

All submissions should refer to File Number 1-02313. This file number should be included on the subject line if e-mail is used. To help us process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site (http://www.sec.gov/​rules/​delist.shtml). Comments are also available for public inspection and copying in the Commission's Public Reference Room, 450 Fifth Street, NW., Washington, DC 20549. All comments received will be posted without change; we do not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly.

The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.^[4]

Jonathan G. Katz,

Secretary.

Footnotes

1.  15 U.S.C. 78 l (d).

2.  17 CFR 240.12d2-2(d).

3.  15 U.S.C. 78 l (b).

4.  17 CFR 200.30-3(a)(1).