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

<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 such Quotations.

                  "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,


<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



                                                                         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.

         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:

Mary C. Simpson
----------------------------
Mary C. Simpson
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
                                           ------------------------------------
                                                   Authorized Signatory

<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 such Quotations.

         "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.

<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.

<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.


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 as     under Uniform Gifts of Minors
              tenants in common              Act
                                                ------------------------------
                                                        (State)




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

<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  changes
                                whatsoever.