SOUTHERN CALIFORNIA EDISON COMPANY

                        Authorized Officer's Certificate
                    Pursuant to Section 301 of the Indenture


     Mary C.  Simpson,  an  Authorized  Officer of  Southern  California  Edison
Company, a California  corporation (the "Company"),  acting pursuant to the July
20, 1995,  January 18, 1996, and February 18, 1999,  resolutions of the Board of
Directors of the Company (the "Board Resolutions") hereby determines that:

     1. The Company  shall issue a series of the  Securities  referred to in the
Board  Resolutions  under  the  Indenture,  dated as of  January  15,  1993 (the
"Indenture"),  between the Company and Harris Trust and Savings Bank, as Trustee
(the "Trustee"), in accordance with the following terms:

     (a)  The title of the Securities shall be the "7-5/8% Notes, Due 2010" (the
          "Notes").

     (b)  The aggregate  principal amount of the Notes to be  authenticated  and
          delivered under the Indenture shall be limited to $250,000,000 (except
          for Notes  authenticated  and delivered upon  registration of transfer
          of,  or in  exchange  for,  or in lieu of,  other  Notes  pursuant  to
          Sections 304, 305, 306, 906 or 1107 of the Indenture).

     (c)  The Notes shall mature on January 15, 2010.

     (d)  The Notes  shall  bear  interest  at the rate of 7-5/8% per annum from
          January 15, 2000.  The Interest  Payment  Dates for the Notes shall be
          January 15 and July 15 in each year,  commencing  July 15,  2000.  The
          Regular Record Dates for the interest payable on such Interest Payment
          Dates shall be the January 1 or July 1 next  preceding such January 15
          and July 15, as the case may be.

     (e)  Payment of the  principal  of,  premium if any,  and  interest on, the
          Notes will be made at the  Corporate  Trust Office of Harris Trust and
          Savings Bank maintained for that purpose in the City of Chicago, State
          of Illinois,  in such coin or currency of the United States of America
          as at the time of  payment is legal  tender for the  payment of public
          and  private  debts;  provided,  however,  that at the  option  of the
          Company,  payment  of  interest  may be made by  check  mailed  to the
          address of the person entitled thereto as such address shall appear in
          the Security Register or by wire transfer to an account  designated by
          such person  pursuant to an arrangement  that is  satisfactory  to the
          Trustee and the Company.

     (f)  The Notes may be redeemed at any time prior to the Stated  Maturity of
          the  principal  thereof at the option of the  Company at a  Redemption
          Price equal to the greater of (1) the principal  amount or (2) the sum
          of the present values of the remaining scheduled payments of principal
          and  interest on the Notes,  discounted  to the  Redemption  Date on a
          semiannual  basis (assuming a 360-day year consisting of twelve 30-day
          months) at the  Treasury  Yield plus 0.15%,  plus in each case accrued
          interest to the Redemption Date.

     "Treasury  Yield" means,  with respect to any Redemption Date, the rate per
annum equal to the  semiannual  equivalent  yield to maturity of the  Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
the Redemption Date.

     "Comparable  Treasury  Issue"  means the United  States  Treasury  security
selected by an Independent  Investment Banker as having a maturity comparable to
the remaining term of the Notes that would be utilized, at the time of selection
and in accordance with customary financial



                                       1
<PAGE>

practice,  in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Notes.

     "Independent  Investment  Banker" means Chase  Securities  Inc. or, if such
firm is  unwilling  or  unable to  select  the  Comparable  Treasury  Issue,  an
independent  investment banking institution of national standing selected by the
Company and appointed by the Trustee.

     "Comparable Treasury Price" means, with respect to any Redemption Date, (i)
the  average  of the bid and asked  prices  for the  Comparable  Treasury  Issue
(expressed in each case as a percentage  of its  principal  amount) on the third
business  day  preceding  such  Redemption  Date,  as set  forth  in  the  daily
statistical  release (or any successor release) published by the Federal Reserve
Bank of New  York  and  designated  "Composite  3:30  p.m.  Quotations  for U.S.
Government Securities" or (ii) if that release (or any successor release) is not
published or does not contain such prices on such  business  day, the average of
all the Reference Treasury Dealer Quotations for such Redemption Date.

     "Reference   Treasury  Dealer  Quotations"  means,  with  respect  to  each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the  Trustee,  of the bid and asked  prices for the  Comparable  Treasury  Issue
(expressed  in each case as a  percentage  of its  principal  amount)  quoted in
writing to the  Trustee by such  Reference  Treasury  Dealer at 5:00 p.m. on the
third business day preceding such Redemption Date.

     "Reference  Treasury  Dealer" means each of Chase  Securities  Inc.;  Bear,
Stearns  &  Co.  Inc.;  First  Union  Securities,  Inc.;  and  their  respective
successors,  provided, however, that if any of the foregoing shall cease to be a
primary U.S. Government  Securities dealer in New York City (a "Primary Treasury
Dealer"), the Company shall substitute for it another Primary Treasury Dealer.

     If the  Company  elects to redeem  less than all of the Notes,  the Trustee
shall select, in a manner it deems fair and appropriate, the particular Notes or
portions of them to be redeemed. Notice of redemption shall be given by mail not
less than 30 nor more than 60 days prior to the  Redemption  Date to the Holders
of Notes to be redeemed (which,  as long as the Notes are held in the book-entry
only system, will be The Depository Trust Company,  its nominees or successors).
On and after the Redemption Date (unless the Company  defaults in the payment of
the Redemption Price and interest accrued thereon to such date),  interest shall
cease to accrue on the Notes or the portions of them called for redemption,  and
the Notes shall cease to be outstanding.

     (g)  The Company  shall not be obligated  to redeem,  repay or purchase the
          Notes pursuant to any sinking fund or analogous  provision,  or at the
          option of the Holder thereof.

     (h)  The Notes  shall be issued in whole in the form of one or more  Global
          Securities, and the Depositary for such Global Securities shall be The
          Depository Trust Company, New York, New York.

     (i)  The Notes  shall not be subject to  discharge  and  defeasance  at the
          option of the Company pursuant to Section 1301 of the Indenture.

     (j)  The  trustee,  authenticating  and paying  agent,  transfer  agent and
          registrar  with respect to the Notes shall be Harris Trust and Savings
          Bank.

     2. The form and terms of the Notes,  attached hereto as Annex A, are hereby
approved.

     3.  Chase  Securities  Inc.,  Bear,  Stearns & Co.  Inc.  and  First  Union
Securities,  Inc. (the "Underwriters")  propose to offer the Notes at an initial
offering price of 99.75% of their  principal  amount.  The purchase price of the
Notes to be paid by the Underwriters shall be 99.419% of their principal amount,



                                       2
<PAGE>

plus accrued interest from January 15, 2000. The Underwriting  Agreement,  dated
January 19,  2000,  between the  Company and the  Underwriters,  relating to the
Notes, attached hereto as Annex B, is hereby approved.

     4. The  undersigned has read the provisions of Section 301 of the Indenture
and the definitions in the Indenture relating thereto, the Board Resolutions and
other corporate  documents and records.  In the opinion of the undersigned,  she
has made such  examination  or  investigation  as is  necessary to enable her to
express  an  informed  opinion as to  whether  or not all  conditions  precedent
provided  in the  Indenture  relating to the  establishment  of the forms of and
terms of a series of Debt  Securities  under the  Indenture,  designated  as the
Notes in this  Certificate,  have been  complied  with.  In the  opinion  of the
undersigned, all such conditions precedent have been complied with.

     5.  Capitalized  terms used in this  certificate and not otherwise  defined
herein shall have the meanings ascribed to such terms in the Indenture.

     IN WITNESS  WHEREOF,  the undersigned  has executed this  certificate as of
January 19, 2000.


                                                 Mary C. Simpson
                                             -----------------------
                                                 Mary C. Simpson
                                               Assistant Treasurer
<PAGE>

                                                                 Annex A

This Debt  Security is a Global  Security  within the  meaning of the  Indenture
hereafter referred to and is registered in the name of a Depositary or a nominee
thereof.  Unless  and  until  it is  exchanged  in  whole  or in part  for  Debt
Securities in definitive form, this Debt Security may not be transferred  except
as a whole by the  Depositary to a nominee of the  Depositary or by a nominee of
the Depositary to the Depositary or another  nominee of the Depositary or by the
Depositary  or any such nominee to a successor  Depositary  or a nominee of such
successor  Depositary.  Unless otherwise  defined herein,  all capitalized items
shall have the same meanings ascribed to them in the Indenture.

Unless this  certificate  is presented by an  authorized  representative  of The
Depository Trust Company, a New York corporation  ("DTC"), to the Company or its
agent for  registration  of transfer,  exchange or payment,  and any certificate
issued  is  registered  in the name of Cede & Co.  or in such  other  name as is
requested  by an  authorized  representative  of DTC (and any payment is made to
Cede  &  Co.  or  to  such  other  entity  as  is  requested  by  an  authorized
representative  of DTC), ANY TRANSFER,  PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE  BY OR TO ANY PERSON IS  WRONGFUL  inasmuch  as the  registered  owner
hereof, Cede & Co., has an interest herein.


                       SOUTHERN CALIFORNIA EDISON COMPANY
            (Incorporated under the laws of the State of California)

                              7-5/8% NOTES, DUE 2010



No. R-1                                                 $250,000,000
                                                     CUSIP NO. 842400 EE 9



     Southern  California  Edison  Company,  a  corporation  duly  organized and
existing under the laws of the State of California (herein called the "Company",
which  term  includes  any  successor  Person  under the  Indenture  hereinafter
referred  to),  for value  received,  hereby  promises  to pay to Cede & Co., or
registered  assigns,  the principal  sum of Two Hundred  Fifty  Million  Dollars
($250,000,000) on January 15, 2010, and to pay interest thereon from January 15,
2000, or from the most recent  Interest  Payment Date to which interest has been
paid or duly provided for, semi-annually on January 15 and July 15 in each year,
commencing  on July 15,  2000,  at the  rate of  7-5/8%  per  annum,  until  the
principal  hereof is paid or made  available  for payment,  and at such rate per
annum on any overdue principal and on any overdue  installment of interest.  The
interest so payable,  and punctually  paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Debt Security (or one or more Predecessor Securities) is registered at
the close of business on the Regular Record Date for such interest,  which shall
be the January 1 or July 1 (whether or not a Business  Day), as the case may be,
next preceding  such Interest  Payment Date. Any such interest not so punctually
paid or duly  provided for will  forthwith  cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name this
Debt Security (or one or more Predecessor Securities) is registered at the close
of business on a Special Record Date for the payment of such Defaulted  Interest
to be fixed by the  Trustee,  notice  whereof  shall be given to Holders of Debt
Securities  of this  series not less than 10 days prior to such  Special  Record
Date,  or be paid at any time in any other lawful manner not  inconsistent  with
the requirements of any securities exchange on which the Debt Securities of this
series may be listed,  and upon such notice as may be required by such exchange,
all as more fully provided in such Indenture.

                                       1
<PAGE>

         Payment of the  principal of and premium,  if any, and interest on this
Debt  Security  will be made at the office or agency of Harris Trust and Savings
Bank, Trustee, Chicago,  Illinois, in such coin or currency of the United States
of America as at the time of payment is legal  tender for the  payment of public
and private debts; provided, however, that at the option of the Company, payment
of interest  may be made by check  mailed to the address of the Person  entitled
thereto  as such  address  shall  appear  in the  Security  Register  or by wire
transfer to an account designated by such person pursuant to an arrangement that
is satisfactory to the Trustee and the Company.

         Reference  is  hereby  made to the  further  provisions  of  this  Debt
Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

         Unless the  certificate of  authentication  hereon has been executed by
the Trustee referred to on the reverse hereof,  by manual  signature,  this Debt
Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

         IN WITNESS  WHEREOF,  the Company has caused this instrument to be duly
executed under its corporate seal.

Dated:  January 24, 2000                    SOUTHERN CALIFORNIA EDISON COMPANY


                                            By:       Robert C. Boada
                                                  -------------------------
                                                      Robert C. Boada
                                                         Treasurer

(Seal)
ATTEST:

Bonita J. Smith
----------------------------
Bonita J. Smith
Assistant Secretary


<PAGE>

                          CERTIFICATE OF AUTHENTICATION

         This is one of the Debt  Securities  of the series  referred  to in the
within-mentioned Indenture.

                                   HARRIS TRUST AND SAVINGS BANK,
                                   as Trustee


                                   By: Judith Bartolini
                                       ------------------------------
                                       Judith Bartolina
                                       Authorized Signatory


                                       3
<PAGE>


                                 Reverse of Bond

     This Debt Security is one of a duly  authorized  issue of securities of the
Company (herein called the "Debt Securities"), issued and to be issued in one or
more series under an Indenture,  dated as of January 15, 1993 (herein called the
"Indenture"), between the Company, and Harris Trust and Savings Bank, as Trustee
(herein  called the "Trustee",  which term includes any successor  trustee under
the  Indenture),  to which  Indenture and all  indentures  supplemental  thereto
reference is hereby made for a statement of the respective  rights,  limitations
of rights,  duties and immunities thereunder of the Company, the Trustee and the
Holders of the Debt  Securities and of the terms upon which the Debt  Securities
are, and are to be,  authenticated  and delivered.  This Debt Security is one of
the series designated on the face hereof,  limited in aggregate principal amount
to $250,000,000.

     If an Event of Default with respect to Debt Securities of this series shall
occur and be continuing, the principal of the Debt Securities of this series may
be declared  due and  payable in the manner and with the effect  provided in the
Indenture.

     This Debt Security may be redeemed at any time prior to the Stated Maturity
of the principal hereof at the option of the Company at a Redemption Price equal
to the greater of (1) the principal  amount or (2) the sum of the present values
of the  remaining  scheduled  payments of  principal  and  interest on this Debt
Security,  discounted to the Redemption  Date on a semiannual  basis (assuming a
360-day year  consisting  of twelve  30-day  months) at the Treasury  Yield plus
0.15%, plus in each case accrued interest to the Redemption Date.

     "Treasury  Yield" means,  with respect to any Redemption Date, the rate per
annum equal to the  semiannual  equivalent  yield to maturity of the  Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
the Redemption Date.

     "Comparable  Treasury  Issue"  means the United  States  Treasury  security
selected by an Independent  Investment Banker as having a maturity comparable to
the remaining term of the Debt Securities that would be utilized, at the time of
selection and in accordance with customary  financial  practice,  in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the Debt Securities.

     "Independent  Investment  Banker" means Chase  Securities  Inc. or, if such
firm is  unwilling  or  unable to  select  the  Comparable  Treasury  Issue,  an
independent  investment banking institution of national standing selected by the
Company and appointed by the Trustee.

     "Comparable Treasury Price" means, with respect to any Redemption Date, (i)
the  average  of the bid and asked  prices  for the  Comparable  Treasury  Issue
(expressed in each case as a percentage  of its  principal  amount) on the third
business  day  preceding  such  Redemption  Date,  as set  forth  in  the  daily
statistical  release (or any successor release) published by the Federal Reserve
Bank of New  York  and  designated  "Composite  3:30  p.m.  Quotations  for U.S.
Government Securities" or (ii) if that release (or any successor release) is not
published or does not contain such prices on such  business  day, the average of
all the Reference Treasury Dealer Quotations for such Redemption Date.

     "Reference   Treasury  Dealer  Quotations"  means,  with  respect  to  each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the  Trustee,  of the bid and asked  prices for the  Comparable  Treasury  Issue
(expressed  in each case as a  percentage  of its  principal  amount)  quoted in
writing to the  Trustee by such  Reference  Treasury  Dealer at 5:00 p.m. on the
third business day preceding such Redemption Date.

                                       4
<PAGE>

     "Reference  Treasury  Dealer" means each of Chase  Securities  Inc.,  Bear,
Stearns & Co.  Inc.,  and First Union  Securities,  Inc.,  and their  respective
successors,  provided, however, that if any of the foregoing shall cease to be a
primary U.S. Government  Securities dealer in New York City (a "Primary Treasury
Dealer"), the Company shall substitute for it another Primary Treasury Dealer.

     If the Company elects to redeem less than all of the Debt  Securities,  the
Trustee shall select, in a manner it deems fair and appropriate,  the particular
Debt Securities or portions of them to be redeemed.  Notice of redemption  shall
be given by mail not less than 30 nor more than 60 days prior to the  Redemption
Date to the Holders of Debt  Securities  to be redeemed  (which,  as long as the
Debt Securities are held in the book-entry  only system,  will be The Depository
Trust Company,  its nominees or  successors).  On and after the Redemption  Date
(unless the Company defaults in the payment of the Redemption Price and interest
accrued  thereon  to such  date),  interest  shall  cease to  accrue on the Debt
Securities or the portions of them called for redemption and the Debt Securities
shall cease to be outstanding.

     The Indenture  permits,  with certain  exceptions as therein provided,  the
amendment  thereof and the  modification  of the rights and  obligations  of the
Company and the rights of the Holders of the Debt  Securities  of each series to
be affected  under the Indenture at any time by the Company and the Trustee with
the  consent  of the  Holders  of a  majority  in  principal  amount of the Debt
Securities at the time Outstanding of each series to be affected.  The Indenture
also contains  provisions  permitting  the Holders of specified  percentages  in
principal amount of the Debt Securities of each series at the time  Outstanding,
on  behalf  of the  Holders  of all Debt  Securities  of such  series,  to waive
compliance  by the Company with certain  provisions of the Indenture and certain
past defaults  under the Indenture and their  consequences.  Any such consent or
waiver by the Holder of this Debt Security  shall be conclusive and binding upon
such Holder and upon all future  Holders of this Debt  Security  and of any Debt
Security issued upon the  registration of transfer hereof or in exchange herefor
or in lieu  hereof,  whether or not  notation of such  consent or waiver is made
upon this Debt Security.

     No reference herein to the Indenture and no provision of this Debt Security
or of the Indenture  shall alter or impair the obligation of the Company,  which
is absolute and unconditional,  to pay the principal of and premium, if any, and
interest on this Debt Security at the times,  place and rate, and in the coin or
currency, herein prescribed.

     As provided in and subject to the provisions of the  Indenture,  the Holder
of this Debt Security shall not have the right to institute any proceeding  with
respect to the Indenture or for the  appointment of a receiver or trustee or for
any other remedy thereunder,  unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the Debt
Securities of this series,  the Holders of not less than 25% in principal amount
of the Debt  Securities  of this series  (or,  in the case of certain  Events of
Default  under  the  Indenture,  not less  than 25% in  principal  amount of all
Securities)  at the time  Outstanding  shall  have made  written  request to the
Trustee to institute  proceedings in respect of such Event of Default as Trustee
and offered  the Trustee  reasonable  indemnity  and the Trustee  shall not have
received from the Holders of a majority in principal  amount of Debt  Securities
of this  series  at the time  Outstanding  a  direction  inconsistent  with such
request,  and shall have failed to institute  any such  proceeding,  for 60 days
after  receipt of such notice,  request and offer of  indemnity.  The  foregoing
shall not apply to any suit  instituted  by the Holder of this Debt Security for
the  enforcement  of any payment of principal  hereof or any premium or interest
hereon on or after the respective due dates expressed herein.


                                       5
<PAGE>

     As provided in the Indenture and subject to certain limitations therein set
forth,  the  transfer  of this Debt  Security  is  registrable  in the  Security
Register,  upon surrender of this Debt Security for  registration of transfer at
the office or agency of the  Company  in any place  where the  principal  of and
premium,  if any, and interest of this Debt Security are payable,  duly endorsed
by, or accompanied by a written  instrument of transfer in form  satisfactory to
the Company and the Security  Registrar  duly  executed by, the Holder hereof or
the Holder's attorney duly authorized in writing,  and thereupon one or more new
Debt  Securities of this series and of like tenor,  of authorized  denominations
and for the same aggregate  principal  amount,  will be issued to the designated
transferee or transferees.

     The Debt  Securities of this series are issuable  only in  registered  form
without coupons in denominations of $1,000 and integral  multiples  thereof.  As
provided in the Indenture and subject to certain  limitations therein set forth,
Debt Securities of this series are exchangeable  for a like aggregate  principal
amount of Debt  Securities  of this  series and of like  tenor,  of a  different
authorized denomination, as requested by the Holder surrendering the same.

     No service  charge shall be made for any such  registration  of transfer or
exchange,  but the Company may require  payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     Prior  to due  presentment  of  this  Debt  Security  for  registration  of
transfer,  the Company,  the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Debt Security is registered as the owner
hereof for all  purposes,  whether or not this Debt  Security  be  overdue,  and
neither the Company,  the Trustee nor any such agent shall be affected by notice
to the contrary.

                                  ABBREVIATIONS

     The following  abbreviations,  when used in the  inscription on the face of
this  certificate,  shall be  construed  as though they were written out in full
according to applicable laws or regulations.




<PAGE>


TEN COM - as tenants in common            UNIF GIFT MIN ACT -

TEN ENT - as tenants by the entireties                 Custodian
                                          -------------          ---------------
JT TEN  - as joint tenants with right       (Cust)                   (Minor)
          of survivorship and not         under Uniform Gifts of Minors
          as tenants in common            Act
                                              ----------------------------------
                                                          (State)

     Additional abbreviations may also be used though not in the above list.


                                       6
<PAGE>



                                   ASSIGNMENT

     FOR  VALUE  RECEIVED,   the  undersigned  hereby  sell(s),   assign(s)  and
transfer(s) unto

Please insert Social Security or Other
Identifying Number of Assignee

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
the Debt Security and all rights thereunder, hereby irrevocably constituting
and appointing

------------------------------------------------------------------------Attorney
to transfer the said Debt Security on the books of the Company,
with full power of substitution in the premises.

Dated:
      -----------------------       --------------------------------------------



                                   NOTICE: The  signature to this  assignment
                                           must correspond with the name as
                                           written  upon the face of the within
                                           instrument in every particular,
                                           without alteration or enlargement
                                           or any change whatsoever.