Golden State Water CO (Form: S-3, Received: 12/12/2008 17:20:07)

As filed with the Securities and Exchange Commission on December 12, 2008

Registration No. 333-____________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________________________

GOLDEN STATE WATER COMPANY
(Exact name of Registrant as specified in its charter)

California 95-1243678

(State or other jurisdiction of (I.R.S. Employer

incorporation or organization) Identification Number)

____________________________________

630 East Foothill Boulevard
San Dimas, California 91773
(909) 394-3600
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
____________________________________

Robert J. Sprowls
Executive Vice President
630 East Foothill Boulevard
San Dimas, California 91773
(909) 394-3600
(Name, Address, including zip code, and telephone number, including area code, of Agent for Service)
COPY TO:
C.J. Levin, Esq.
O’Melveny & Myers LLP
400 South Hope Street
Los Angeles, CA 90071
(213) 430-6000
____________________________________

Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering. o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) of the Securities Act, check the following box o

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) of the Securities Act, check the following box o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. (Check one):

Large accelerated filer o	Accelerated filer o

Non-accelerated x	Smaller reporting company o
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

			Proposed maximum	Amount of
Title of each class of	Amount to be	Proposed maximum	aggregate offering	registration
securities to be registered	registered	offering price per unit	price	fee(2)
Debt Securities	N.A.	N.A.	$100,000,000 ⁽¹⁾	$3,930

	(1)	In no event will the aggregate maximum offering price of all securities issued pursuant to this Registration Statement exceed $100,000,000 or, if any debt securities are issued with original issue discount, such greater amount as shall result in an aggregate offering price of $100,000,000.

	(2)	An indeterminate amount of debt securities to be offered is being registered pursuant to this registration statement as permitted by Rule 457(o).

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated December 12, 2008

Prospectus

GOLDEN STATE WATER COMPANY

$100,000,000

DEBT SECURITIES

We may from time to time offer the debt securities described in this prospectus. This prospectus provides you with a general description of the debt securities we may offer. We will provide you with the specific terms of each offering in supplements to this prospectus. We may also supplement, update or amend information contained in this prospectus.

The debt securities we may offer will be a new issue with no established trading market. If we decide to seek listing of any of these debt securities upon issuance, we will disclose the exchange, quotation system or market on which these debt securities will be listed in a prospectus supplement.

We may sell debt securities directly to you or through underwriters, dealers or agents. The names of any underwriters, dealers or agents involved in the sale of any debt securities and the specific manner in which they may be offered will be set forth in the prospectus supplement covering the sale of those debt securities.

Investing in our securities involves risks. Before buying any debt securities, you should carefully read the discussion of material risks involved in investing in our securities under the heading “Risk Factors” beginning on page 1.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus is not an offer to sell our debt securities and we are not soliciting an offer to buy our debt securities in any jurisdiction where the offer or sale is not permitted.

The date of this prospectus is

TABLE OF CONTENTS

		Page
About This Prospectus		1

Our Company		1

RISK FACTORS		1

Cautionary Note About Forward-Looking Statements		7

Use of Proceeds		8

Ratio of Earnings to Fixed Charges		8

Description of Debt Securities		8

Global Securities		12

Plan of Distribution		15

Legal Matters		18

Experts		18

Where You Can Find More Information		18

Incorporation of Documents By Reference		19

You should rely only on the information contained or incorporated by reference in this prospectus and in any prospectus supplement accompanying this prospectus. No dealer, salesperson or other person is authorized to give information that is different. This prospectus is not an offer to sell nor is it seeking an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus or in any prospectus supplement is correct only as of the date on the front of those documents, regardless of the time of the delivery of this prospectus or any prospectus supplement or any sale of these securities.

-i-

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, using the shelf registration process. Under this process, we may sell up to $100,000,000 of the securities described in this prospectus in one or more offerings over the next several years.

This prospectus provides you with a general description of the debt securities we may offer. Each time we sell debt securities, we will provide you with a supplement to this prospectus that will describe the specific amounts, prices and terms of the debt securities for that offering. The prospectus supplement may also add, update or change information contained in this prospectus. Although we will try to include all information that we believe may be material to investors, certain details that may be important to you may have been excluded. To see more detail, you should read the exhibits filed by us with the registration statement or other SEC filings.

We also periodically file with the SEC documents that include information about our financial statements and our company, including information on matters that might affect our future financial results. Directions on how you may get our documents are provided on page 18. It is important for you to read these documents, this prospectus and the applicable prospectus supplement before you invest.

OUR COMPANY

We provide water service to more than 75 communities and 10 counties in California and electric service in the City of Big Bear Lake and surrounding communities in San Bernardino County, California. We are subject to regulation by the California Public Utilities Commission or CPUC.

Our principal executive office is located at 630 East Foothill Blvd., San Dimas, California 91773 and our telephone number is 909-394-3600.

RISK FACTORS

You should carefully read the risks described below, other information in this prospectus and in documents we incorporate by reference in order to understand certain of the risks of our business.

Our business is heavily regulated and, as a result, decisions by regulatory agencies and changes in laws and regulations can significantly affect our business

Our revenues depend substantially on the rates and fees we charge our customers and the ability to recover our costs on a timely basis, including the ability to recover the costs of purchased water, groundwater assessments, electric power, natural gas, chemicals, water treatment, security at water facilities and preventative maintenance and emergency repairs. Any delays by the CPUC in granting rate relief to cover increased operating and capital costs may adversely affect our financial performance. We may file for interim rates in situations where there may be delays in granting final rate relief. If the CPUC approves lower rates, the CPUC will require us to refund to customers the difference between the interim rates and the rates approved by the CPUC.

Regulatory decisions may also impact prospective revenues and earnings, affect the timing of the recognition of revenues and expenses and may overturn past decisions used in determining our revenues and expenses. Management continually evaluates the anticipated recovery of regulatory assets, liabilities, and revenues subject to refund and provides for allowances and/or reserves as deemed necessary. In the event that our assessment of the probability of recovery through the ratemaking process is incorrect, we will adjust the associated regulatory asset or liability to reflect the change in our assessment or any regulatory disallowances. A change in our evaluation of the probability of recovery of regulatory assets or a regulatory disallowance of all or a portion of our costs could have a material adverse effect on our financial results.

We are also in some cases required to estimate future expenses and in others, we are required to incur the expense before recovering costs. As a result, our revenues and earnings may fluctuate depending on the accuracy of our estimates, timing of our investments or expenses or other factors. If expenses increase significantly over a short period of time, we may experience delays in recovery of these expenses, the inability to recover carrying costs for these expenses and increased risks of regulatory disallowances or write-offs.

The CPUC and other regulatory agencies may also change their rules and policies which may adversely affect our profitability and cash flows.

We may also be subject to fines or penalties if a regulatory agency determines that we have failed to comply with laws, regulations or orders applicable to our business, unless we appeal this determination or our appeal of an adverse determination is denied.

Our earnings are greatly affected by weather during different seasons

The demand for water and electricity varies by season. Therefore, the results of operations for one period may not indicate results to be expected in another period. For instance, most water consumption occurs during the third quarter of each year when weather tends to be hot and dry. During this period, revenues and profitability are usually higher than in other quarters. Drought or unusually wet conditions may also adversely impact our revenues and profitability. During a drought, we may experience both lower revenue due to consumer conservation efforts and higher water and operating costs due to supply shortages. During unusually wet weather, our customers generally use less water. In November 2008, we implemented a new conservation rate design which should help mitigate fluctuations in revenues and earnings due to changes in water consumption.

The demand for electricity in our electric customer service area is greatly affected by winter snows. An increase in winter snows reduces the use of snowmaking machines at ski resorts in the Big Bear area and, as a result, reduces our electric revenues. Likewise, unseasonably warm weather during a skiing season may result in temperatures too high for snowmaking conditions, which also reduces our electric revenues.

Our liquidity and earnings may be adversely affected by changes in water supply costs

We obtain our water supplies from a variety of sources. For example, water is pumped from aquifers within our service areas to meet a portion of the demands of our customers. When water produced from wells is insufficient to meet customer demand or when such production is interrupted, we have purchased water from other suppliers. As a result, our cost of providing, distributing and treating water for our customers’ use can vary significantly. Furthermore, imported water wholesalers, such as the Metropolitan Water District of Southern California, or MWD, may not always have an adequate supply of water to sell to us.

We have established water supply cost balancing accounts for expenses of purchased water, purchased power and groundwater related pump taxes for our water service areas. Even under the water supply cost balancing account procedures, changes in water supply costs, such as those that occur due to changes in supply mix (purchased water volume vs. pumped water, for instance) compared to the authorized amount historically directly affected our earnings. In November 2008, we implemented a modified balancing account that permits us to reflect changes in all water supply costs, including those due to changes in water supply mix, in the balancing account.

-2-

Our liquidity and earnings could be adversely affected by increases in maintenance costs due to our aging infrastructure

Some of our systems are more than 50 years old. We are experiencing a high number of leaks, water quality and mechanical problems in some of these systems. In addition, well and pump maintenance expenses continue to increase due to rising labor and material costs and more stringent water discharge requirements. These costs can and do increase unexpectedly and in substantial amounts.

We include increases in maintenance costs in each general rate case for possible recovery. However, we estimate the amount of expenses expected to be incurred during future years. We may not recover overages from those estimates in rates, which may adversely affect our financial condition, results of operations, cash flow and liquidity.

Our liquidity and earnings may be adversely affected by our conservation efforts

Conservation by all customer classes is a top priority. However, customer conservation can result in lower volumes of water sold. We are also experiencing a decline in per residential customer water usage due to the use of more efficient household fixtures and appliances by residential consumers and a decline in household sizes.

We are heavily dependent upon revenue generated from rates charged to our residential customers for the volume of water used. The rates we charge for water are regulated by the CPUC and may not be unilaterally adjusted to reflect changes in demand. Declining usage also negatively impacts our long-term operating revenues if we are unable to secure rate increases or if growth in the residential customer base does not occur to the extent necessary to offset the per customer residential usage decline. In November 2008, we implemented a water revenue adjustment mechanism which decouples sales in order to reduce the adverse impacts of our customers’ conservation efforts.

Our operating costs have increased and are expected to continue to increase as a result of groundwater contamination

Our operations are impacted by groundwater contamination in certain service territories. We have taken a number of steps to address contamination, including the removal of wells from service, decreasing the amount of groundwater pumped from wells in order to slow the movement of plumes of contaminated water, constructing water treatment facilities and securing alternative sources of supply from other areas not affected by the contamination.

In some cases, potentially responsible parties have reimbursed us for our costs. In other cases, we have taken legal action against parties believed to be potentially responsible for the contamination. To date, the CPUC has permitted us to establish memorandum accounts in California for potential recovery of these types of costs. As a result, our memorandum and water supply balancing accounts are high by historical standards. We can give no assurance regarding the outcome of litigation arising out of contamination or our ability to recover these costs in the future.

Persons who are potentially responsible for causing the contamination of groundwater supplies have also been increasingly asserting claims against water distributors on a variety of theories and have thus far brought the water distributors (including us) within the class of potentially responsible parties in federal court actions pending in Los Angeles County. This increases the costs and risks of seeking recovery of these costs. Management believes that rate recovery, proper insurance coverage and reserves are in place to appropriately manage these types of claims. However, such claims, if ultimately resolved unfavorably to us, could, in the aggregate, have a material adverse effect on our results of operations and financial condition.

-3-

Our costs involved in maintaining water quality and complying with environmental regulation have increased and are expected to continue to increase

Our capital and operating costs have increased substantially as a result of increases in environmental regulation arising from improved detection technology and increases in the cost of disposing of residuals from our water treatment plants, upgrading and building new water treatment plants, monitoring compliance activities and removing our wells from service when necessary to address contamination issues. We may be able to recover these costs through the ratemaking process. In certain circumstances, costs may be recoverable from parties responsible or potentially responsible for contamination, either voluntarily or through specific court action.

We may also incur significant costs in connection with seeking to recover costs due to contamination of water supplies. Our ability to recover these types of costs depends upon a variety of factors, including approval of rate increases, the willingness of potentially responsible parties to settle litigation and otherwise address the contamination and the extent and magnitude of the contamination. We can give no assurance regarding the adequacy of any such recovery to offset the costs associated with the contamination or the cost of recovery of these costs.

The adequacy of our water supplies depends upon a variety of uncontrollable factors

The adequacy of our water supplies varies from year to year depending upon a variety of factors, including:

Rainfall, runoff, flood control and availability of reservoir storage
Availability of Colorado River water and imported water from northern California
The amount of useable water stored in reservoirs and groundwater basins
The amount of water used by our customers and others
Water quality
Legal limitations on production, diversion, storage, conveyance and use

Population growth and increases in the amount of water used have caused increased stress on surface water supplies and groundwater basins. The importation of water from the Colorado River, one of our important sources of supply has decreased due to implementation of the California 4.4 Plan which limits the amount of water that the MWD is entitled to take from the Colorado River. In addition, new court-ordered pumping restrictions on water obtained from the Sacramento-San Joaquin Delta are expected to decrease the amount of water MWD is able to import from northern California. We are cooperating with MWD to secure additional supplies from conservation, desalination and water exchanges with agricultural water users, but it is not known to what extent these efforts will be successful and sustainable.

Water shortages may:

adversely affect our supply mix, for instance, causing more reliance upon more expensive water sources
adversely affect our operating costs, for instance, by increasing the cost of producing water from more highly contaminated aquifers
result in an increase in our capital expenditures, for example by requiring the construction of pipelines to connect to alternative sources of supply, new wells to replace those that are no longer in service or are otherwise inadequate to meet the needs of our customers, and reservoirs and other facilities to conserve or reclaim water
adversely affect the volume of water sold as a result of mandatory or voluntary conservation efforts by customers

-4-

We may be able to recover increased operating and capital costs through the ratemaking process. We implemented a modified supply cost balancing account to track and recover costs from our supply mix changes, as authorized by the CPUC in November 2008. We may also recover costs from certain third parties that may be responsible, or potentially responsible, for groundwater contamination.

Our liquidity, and in certain circumstances, earnings, may be adversely affected by increases in electricity and natural gas prices in California

We purchase most of our electric energy sold to customers in our electric customer service area from others under purchased power contracts. In addition to purchased power contracts, we purchase additional energy from the spot market to meet peak demand. We may sell surplus power to the spot market during times of reduced energy demand. We also operate a natural gas-fueled 8.4 megawatt generator in our electric service area.

During the energy crisis in late 2000 and 2001, we incurred approximately $23.1 million of additional energy purchase costs that were not covered in rates. The CPUC authorized a surcharge of 2.2¢ per kilowatt hour from our customers through August 2011 to recover this under-collected balance. Based on projected electricity sales, we expect to recover all of this under-collected balance. In addition, the CPUC authorized recovery of energy purchase costs from customers, up to an annual weighted average cost of $77 per MWh each year through August 2011. We are required to write-off costs in excess of this cap. As a result, we are at risk for increases in spot market prices of electricity purchased and for decreases in spot market prices for electricity sold.

Unexpected generator downtime or a failure to perform by any of the counterparties to our electric and natural gas purchase contracts could further increase our exposure to fluctuating natural gas and electric prices.

Changes in electricity prices also affect the unrealized gains and losses on our block forward purchased power contracts that qualify as derivative instruments as we adjust the asset or liability on these contracts to reflect the fair market value of the contracts at the end of each month. These unrealized gains and losses are reflected in earnings. Our only derivative contracts will expire on December 31, 2008.

We have filed an application with the CPUC to review our new purchased power contracts, effective after December 31, 2008, and intend to seek the CPUC’s authorization of a memorandum account to track the changes in the fair market value of the contracts resulting in unrealized gains and losses. If this application is approved, unrealized gains and losses on the new purchased power contracts will not impact earnings.

-5-

Our business requires significant capital expenditures

The utility business is capital intensive. On an annual basis, we spend significant sums of money for additions to, or replacement of, our property, plant and equipment.

We obtain funds for these capital projects from operations, contributions by developers and others and advances from developers (which are repaid over a period of time at no interest). We also periodically borrow money from third parties or our parent or issue equity to our parent for these purposes. Our ability to obtain funds from our parent is dependent upon the ability of our parent to issue debt or equity to third parties. Our parent also has access to a revolving credit facility which may be used, in part, to provide funds to us. We cannot provide assurance that these sources will continue to be adequate or that the cost of funds will remain at levels permitting us to earn a reasonable rate of return.

Our failure to comply with the restrictive covenants in our long-term debt agreements and credit facility could trigger prepayment obligations

Our failure to comply with the restrictive covenants under our long-term debt agreements could result in an event of default, which, if not cured or waived, could result in us being required to repay or refinance (on less favorable terms) these borrowings before their due dates. If we are forced to repay or refinance (on less favorable terms) these borrowings, our results of operations and financial condition could be adversely affected by increased cost and rates.

We may be adversely impacted by the 2008 financial crisis

Due to recent capital market events, there has been a decline in the fair value of the assets in our pension and post-retirement benefit plans since December 31, 2007. This decline in market value may increase our pension and post-retirement benefit plan expenses in 2009 to the extent that this decline in market value continues or is not reversed and is not offset by changes in the discount rate. If market conditions do not improve, we may also need to increase our cash contributions to these plans in 2009.

We obtain funds from external sources to finance our operations. Access to external financing on reasonable terms depends, in part, on conditions in the debt and equity markets. When business and market conditions deteriorate to the extent that we no longer have access to the capital markets on reasonable terms, we may obtain funds from our parent. Our ability to obtain funds from our parent is dependent upon the ability of our parent to access the capital markets by issuing debt or equity to third parties or obtaining funds from its revolving credit facility. If the current financial turmoil continues for an extended period of time, it may become necessary for us to seek funds on unattractive terms.

We are unable to predict at this time how we may otherwise be impacted by the 2008 financial crisis.

Our assets are subject to condemnation

Municipalities and other government subdivisions may, in certain circumstances, seek to acquire certain of our assets through eminent domain proceedings. It is generally our practice to contest these proceedings which may be costly and may divert the attention of management from the operation of our business. If a municipality or other government subdivision succeeds in acquiring our assets, there is a risk that we will not receive adequate compensation for the assets acquired or be able to recover all charges associated with divesting these assets.

-6-

Our operations are geographically concentrated in southern California

Our operations are concentrated in southern California. All of our other assets are located in California. As a result, our financial results are largely subject to weather, political, water supply, labor, utility cost, regulatory and other economic risks affecting California.

We operate in areas subject to natural disasters or that may be the target of terrorist activities

We operate in areas that are prone to earthquakes, fires, mudslides and other natural disasters. While we maintain insurance policies to help reduce our financial exposure, a significant seismic event in southern California, where our operations are concentrated, or other natural disaster in California could adversely impact our ability to deliver water and adversely affect our costs of operations. The CPUC has historically allowed utilities to establish a catastrophic event memorandum account as a possible mechanism to recover these costs.

Terrorists could seek to disrupt service to our customers by targeting our assets. We have invested in additional security for facilities throughout our service areas to mitigate the risks of terrorist activities.

CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS

This prospectus, any prospectus supplement, and the documents incorporated herein and therein are forward-looking statements intended to qualify for the “safe harbor” from liability established by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding our goals, beliefs, plans or current expectations, taking into account the information currently available to management. Forward-looking statements are not statements of historical facts. For example, when we use words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "may" and other words that convey uncertainty of future events or outcome, we are making forward-looking statements. Such statements address future events and conditions concerning such matters as our ability to raise capital, capital expenditures, earnings, litigation, rates, water sales, water quality and other regulatory matters, adequacy of water supplies, our ability to recover electric, natural gas and water supply costs from ratepayers, liquidity and capital resources and accounting matters. We caution you that any forward-looking statements made by us are not guarantees of future performance and that actual results may differ materially from those in our forward-looking statements as a result of factors such as changes in utility regulation; recovery of regulatory assets not yet included in rates; future economic conditions which affect changes in customer demand and changes in water and energy supply costs and changes in pension and post-retirement benefit plan costs; future climatic conditions; delays in customer payments; potential assessments for failure to meet interim targets for the purchase of renewable energy; and legislative, regulatory and legal proceedings and other circumstances affecting anticipated revenues and costs. Please consider our forward-looking statements in light of those risks as you read this prospectus, any prospectus supplement and the documents incorporated by reference herein or therein.

Additional risks relating to our business, the industries in which we operate or any securities we may offer and sell under this prospectus may be described from time to time in our filings with the Securities and Exchange Commission.

Except as required by the federal securities laws, we do not intend, and undertake no obligation, to update our forward-looking statements to reflect new information, future events or circumstances.

-7-

USE OF PROCEEDS

Unless otherwise stated in the applicable prospectus supplement, we will use the net proceeds from the sale of these debt securities for general corporate purposes. General corporate purposes include funding capital expenditures and purchasing and maintaining plant and equipment. We may temporarily invest the proceeds in short-term securities or use the proceeds to reduce our borrowings. We may also use the proceeds to fund acquisitions of businesses.

RATIO OF EARNINGS TO FIXED CHARGES

Our ratios of earnings to fixed charges for the periods indicated were:

	For the year ended December 31,
	2003	2004	2005	2006	2007
Ratio of earnings to fixed charges(1)	2.25	3.03	4.58	2.97	3.24

____________________

(1)

Fixed charges consist of interest expense, including amortization of debt issuance costs and one-third of rental expense under operating leases representing an approximate interest factor.

Our ratio of earnings to fixed charges for the nine months ended September 30, 2008 was 3.25. We do not have any preferred securities outstanding.

DESCRIPTION OF DEBT SECURITIES

We will issue debt securities under an indenture filed with the SEC as an exhibit to our registration statement. The indenture may be amended or supplemented from time to time. We will file any amendments or supplements to the indenture or any securities resolution which amends or supplements the indenture with the SEC. The indenture will be qualified under the Trust Indenture Act of 1939.

The following summary of the terms of the indenture is not complete and you should carefully review the indenture and any supplemental indenture or securities resolution we may file with the SEC in a particular offering.

General

We will issue debt securities in one or more series from time to time. The indenture does not limit the principal amount of debt securities that we may issue. The specific terms of the debt securities will be included in a supplemental indenture or securities resolution and described in a prospectus supplement. Some of the terms that may be included are:

title and amount of securities,
maturity date,
redemption, which may be mandatory or at our option or the option of the holders,
right to defease the debt securities,
sale at a discount; debt securities sold at a discount may bear no interest or interest at a rate below the market rate at the time of issuance,

-8-

interest rates that may be fixed or variable,
procedures for the auction or remarketing of securities,
currency in which securities will be issued,
listing of the debt securities on a national securities exchange, and
any changes to or additional events of default or covenants.

Unless otherwise specified in the prospectus supplement, we will issue the debt securities only as fully registered global debt securities.

Status of Debt Securities

Our debt securities will be unsecured and unsubordinated and will rank on a parity with all of our other unsecured and unsubordinated indebtedness.

Payment and Transfer

We will pay amounts due on the debt securities at the place or places designated by us for such purposes. We may, at our option, pay by check mailed to the person in whose name your debt securities are registered at the close of business on the day or days specified by us.

If debt securities are registered in your name, you may transfer debt securities at the office of the trustee or at any other office or agency maintained by us for such purposes, without the payment of any service charge, except for any tax or governmental charge.

Absence of Restrictive Covenants

Unless otherwise indicated in the applicable prospectus supplement, we are not:

restricted by the indenture from paying dividends or from incurring, assuming or becoming liable for any type of debt or other obligations, including obligations secured by our property,
required to maintain any financial ratios or specified levels of net worth or liquidity, and
providing you any special protection in the event of a highly leveraged transaction.

Successor Corporation

The indenture allows us:

to consolidate or merge with or into any other person, or
any other person to merge into us, or
our company to transfer all or substantially all of our assets to another person,

if, in each case, the following conditions are satisfied:

the surviving company
is a person organized and existing under the laws of the United States or a state, or
assumes, by supplemental indenture, all of our obligations under the debt securities and the indenture, and
immediately after the merger, consolidation or transfer, there is no default under the indenture.

-9-

We will be relieved from our obligations on the debt securities and under the indenture if these conditions are satisfied.

Subject to certain limitations in the indenture, the trustee may rely on an officer’s certificate and an opinion of counsel from us as conclusive evidence that any consolidation, merger or transfer, and any related assumption of our obligations, complies with the indenture.

Events of Default

Unless otherwise indicated in the applicable prospectus supplement, the term “event of default”, when used in the indenture, means any of the following:

if we fail to pay any installment of interest when due if our failure continues for a period of 60 days,
if we fail to pay principal when due if our failure continues for three business days,
if we fail to deposit any sinking fund payment when due if our failure continues for three business days,
if we fail to perform for 90 days after notice any of our other agreements applicable to the debt securities of a series,
if certain events in bankruptcy, insolvency or reorganization occur, or
if any other event of default provided in the terms of the debt securities of the series occurs.

Unless otherwise provided in the applicable prospectus supplement, the indenture does not have a cross-default provision. Thus, a default by us on any other debt would not constitute an event of default. A default on any series of debt securities does not necessarily constitute a default on any other series. The trustee may withhold notice to you of a default for such series (except for payment defaults) if the trustee considers the withholding of notice in your best interests.

If an event of default for any series of debt securities has occurred and is continuing, the trustee or the holders of not less than one-third in aggregate principal amount of the debt securities of such series may send a notice declaring the entire principal amount (or in the case of discounted debt securities, such portion as may be described in the applicable prospectus supplement) of all the debt securities of such series to be due and payable immediately. The trustee is required to notify you of any such event that would become a default if the trustee has actual knowledge of the event. Subject to certain conditions, the holders of not less than a majority in aggregate principal amount of the debt securities of such series may annul any declaration and rescind its consequences, except for failure to pay interest or principal, to make any deposit in a sinking fund or any other event of default which may not be waived without the consent of all security holders affected by the default.

We must file a certificate annually with the trustee regarding our compliance with the indenture.

-10-

The trustee may require a reasonable indemnity from you before it enforces the indenture or the debt securities of any series. Subject to these provisions for indemnification, the holders of a majority in principal amount of the debt securities of any series may direct the time, method and place of conducting any proceeding or any remedy available to the trustee, or of exercising any trust or power conferred upon the trustee, for the debt securities of such series.

Modification of Indenture

Unless otherwise indicated in the applicable prospectus supplement, the holders of not less than a majority in aggregate principal amount of all outstanding debt securities, voting together as a single class, may, with certain exceptions described below, modify the indenture. We may not, however, modify any terms relating to the amount or timing of payments or reduce the percentage of holders required to approve modifications to the indenture without your consent.

We may modify the indenture without your consent to:

create a new series of debt securities and establish its terms,
cure ambiguities or fix omissions,
comply with the provisions of the indenture regarding successor corporations, or
make any change that does not materially adversely affect your rights as a holder of debt securities.

Unless otherwise provided in the applicable prospectus supplement or prohibited by the indenture, we may also amend the indenture with the written consent of a majority in principal amount of the debt securities of all series affected by the amendment voting together as a single class.

We are prohibited from amending the indenture without the consent of all holders of debt securities to:

reduce the amount of debt securities whose holders must consent to an amendment,
reduce the amount of interest or change the time for payment of interest,
change the amount or times for sinking fund or principal payments, or
make any change in the rights of security holders with respect to waiver of defaults or making amendments or modifications to the indenture,

Defeasance

Unless otherwise provided in the applicable prospectus supplement, we may either:

terminate as to a series all of our obligations (except for our obligation to pay all amounts due on the debt securities in accordance with their terms and certain other obligations with respect to such matters as the transfer of a debt security and the replacement of destroyed, lost or stolen debt securities), or
terminate as to a series our obligations, if any, with respect to the debt securities of such series under the covenants, if any, applicable to such series as described in the prospectus supplement.

-11-

We may exercise either defeasance option notwithstanding our prior exercise of the other defeasance option. If we terminate all of our obligations, a series may not be accelerated because of an event of default. If we terminate our covenants, a series may not be accelerated by reference to the covenants described in the applicable prospectus supplement.

To exercise either defeasance option as to a series of debt securities, we must deposit in trust with the trustee money or U.S. government obligations sufficient to make all payments on the debt securities of the series being defeased to redemption or maturity. We must also comply with certain other conditions. In particular, we must obtain an opinion of tax counsel that the defeasance will not result in recognition of any gain or loss to you for Federal income tax purposes.

Regarding the Trustee

Unless otherwise indicated in the applicable prospectus supplement, The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as successor to JPMorgan Chase Bank, National Association (formerly Chemical Trust Company of California, then Chase Manhattan Bank and Trust Company, National Association, and then J.P. Morgan Trust Company, National Association) will act as trustee, registrar, transfer and paying agent for the debt securities. We may remove the trustee with or without cause if we notify the trustee 30 days in advance and if no default occurs or is continuing during the 30-day period. In addition, the holders of a majority of the principal amount of the outstanding debt securities may remove the trustee by notifying the trustee and appointing a successor trustee with our consent.

In certain circumstances, the trustee may not enforce its rights as one of our creditors. The trustee may, however, engage in certain other transactions. If it acquires any conflicting interest as a result of any of these transactions and there is a default under the debt securities, the trustee must eliminate the conflict of interest or resign.

The trustee also acts as trustee under an indenture between American States Water Company or AWR and the trustee, dated December 1, 1998, under which certain debt securities of AWR may be issued and outstanding at the same time that debt securities may be issued and outstanding under the indenture. Under the indenture, the trustee is authorized to continue acting as trustee under the AWR indenture with respect to such AWR debt securities while also acting as trustee with respect to the debt securities. So long as a successor trustee has been appointed, the indenture further authorizes the trustee to resign from either or both of its appointments as trustee hereunder and as trustee under AWR’s indenture in the event that the trustee determines in good faith that its performance hereunder or under AWR’s indenture subjects the trustee to a conflict of interest.

Governing Law

The indenture and the debt securities will be governed by and construed in accordance with the laws of the State of California.

GLOBAL SECURITIES

We will issue the debt securities initially in book-entry form and they will be represented by one or more global notes or global securities, or collectively, the global securities. We will deposit the global securities with, or on behalf of, The Depository Trust Company or DTC, New York, New York, as depositary. The global securities will be issued as fully-registered securities registered in the name of Cede & Co., DTC’s partnership nominee, or such other name as may be requested by an authorized representative of DTC. One fully-registered global security certificate will be issued for each issue of the debt securities, each in the aggregate principal amount of such issue, and will be deposited with DTC.

-12-

Unless and until it is exchanged for individual certificates evidencing the debt securities under the limited circumstances described below, a global security may not be transferred except as a whole by the depositary to its nominee or by the nominee to the depositary, or by the depositary or its nominee to a successor depositary or to a nominee of the successor depositary.

DTC has advised us that it is:

the world’s largest securities depository;
a limited-purpose trust company organized under the New York Banking Law;
a “banking organization" within the meaning of the New York Banking Law;
a member of the Federal Reserve System;
a “clearing corporation" within the meaning of the New York Uniform Commercial Code; and
a “clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934.

DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 100 countries that DTC’s participants, or direct participants, deposit with DTC. DTC also facilitates the post-trade settlement among direct participants of sales and other securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between direct participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation, or DTCC. DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly, or indirect participants. The DTC Rules applicable to its participants are on file with the SEC.

Purchases of the debt securities under the DTC system must be made by or through direct participants, which will receive a credit for such interests on DTC’s records. The ownership interest of each actual purchaser of interest in the debt securities, or beneficial owner, is in turn to be recorded on the direct and indirect participants’ records. Beneficial owners will not receive written confirmation from DTC of their purchase. Beneficial owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the direct or indirect participant through which the beneficial owner entered into the transaction. Transfers of ownership interests in the debt securities are to be accomplished by entries made on the books of direct and indirect participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their ownership interests in the debt securities, except in the event that use of the book-entry system for the debt securities is discontinued.

To facilitate subsequent transfers, all debt securities deposited by direct participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of DTC. The deposit of debt securities with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual beneficial owners of the debt securities; DTC’s records reflect only the identity of the direct participants to whose accounts such debt securities are credited, which may or may not be the beneficial owners. The direct and indirect participants will remain responsible for keeping account of their holdings on behalf of their customers.

-13-

Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect participants, and by direct participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Redemption notices shall be sent to DTC. If less than all of the debt securities within an issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each direct participant in such issue to be redeemed.

Neither DTC nor Cede & Co., nor such other DTC nominee, will consent or vote with respect to the debt securities unless authorized by a direct participant in accordance with DTC’s procedures. Under its usual procedures, DTC will mail an omnibus proxy to us as soon as possible after the record date. The omnibus proxy assigns Cede & Co.’s consenting or voting rights to those direct participants to whose accounts the interests in the debt securities are credited on the record date (identified in a listing attached to the omnibus proxy).

So long as the debt securities are in book-entry form, redemption proceeds and distributions on the debt securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit direct participants’ accounts upon DTC’s receipt of funds and corresponding detail information from us or the applicable agent on payable date in accordance with their respective holdings shown on DTC’s records. Payments by participants to beneficial owners will be governed by standing instructions and customary practices, as is the case with debt securities held for the accounts of customers in bearer form or registered in “street name," and will be the responsibility of such participant and not of DTC, the agent, or us, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds and distributions to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is our responsibility or the applicable agent’s, disbursement of such payments to direct participants will be the responsibility of DTC, and disbursement of such payments to the beneficial owners will be the responsibility of direct and indirect participants.

We will maintain an office or agency in the Borough of Manhattan, the City of New York, New York, where notices and demands in respect of the debt securities and the indenture may be delivered to us and where certificated debt securities may be surrendered for payment, registration of transfer or exchange. That office or agency will initially be the office of an affiliate of the trustee, which is currently located at The Bank of New York Mellon, 101 Barclay Street, New York, New York 10286, Attention: Corporate Trust Administration.

If the debt securities provide for optional or mandatory purchase, a beneficial owner shall give notice to elect to have its debt securities purchased or tendered, through its participant, to the tender/remarketing agent specified in the applicable prospectus supplement and shall effect delivery of such debt securities by causing the direct participant to transfer the participant’s interest in the debt securities, on DTC’s records, to the tender/remarketing agent. The requirement for physical delivery of debt securities in connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the debt securities are transferred by direct participants on DTC’s records and followed by a book-entry credit of tendered securities to the tender/remarketing agent’s DTC account.

-14-

Except under the limited circumstances described below, purchasers of debt securities will not be entitled to have debt securities registered in their names and will not receive physical delivery of debt securities. Accordingly, each beneficial owner must rely on the procedures of DTC and its participants to exercise any rights under the debt securities, the indenture or the certificate of determination, as applicable.

The laws of certain jurisdictions may require that some purchasers of the debt securities take physical delivery of the debt securities in definitive form. Those laws may impair the ability to transfer or pledge beneficial interests in the debt securities.

DTC may discontinue providing its services as depository with respect to the debt securities at any time by giving reasonable notice to us or the applicable agent. Under such circumstances, in the event that a successor securities depository is not obtained, securities certificates are required to be printed and delivered. We may also decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, securities certificates will be printed and delivered to DTC in the name or names that the depositary directs.

The information in this section and elsewhere in this prospectus concerning DTC and DTC’s book-entry system has been obtained from sources that we believe to be reliable, but we take no responsibility for the accuracy of this information.

PLAN OF DISTRIBUTION

We may sell the securities covered by this prospectus from time to time. Registration of the securities covered by this prospectus does not mean, however, that those securities will necessarily be offered or sold.

We may sell the debt securities:

to or through one or more underwriters or dealers;
in short or long transactions;
directly to investors; or
through agents.

We may sell the debt securities from time to time:

in privately negotiated transactions;
in one or more transactions at a fixed price or prices, which may be changed from time to time;
in "at the market offerings," within the meaning of Rule 415(a)(4) of the Securities Act of 1933, to or through a market maker or into an existing trading market, on an exchange or otherwise;
at prices related to such prevailing market prices; or
at negotiated prices.

-15-

We, and our underwriters, dealers or agents, reserve the right to accept or reject all or part of any proposed purchase of the debt securities. We will set forth in a prospectus supplement the terms of the offering of debt securities, including:

the names of any underwriters, dealers or agents;
any agency fees or underwriting discounts or commissions and other items constituting agents' or underwriters' compensation;
any discounts or concessions allowed or reallowed or paid to dealers;
details regarding over-allotment options under which underwriters may purchase additional debt securities from us, if any;
the purchase price of the securities being offered and the proceeds we will receive from the sale;
the public offering price; and
the securities exchanges on which such debt securities may be listed, if any.

We may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions from time to time. If the applicable prospectus supplement indicates, in connection with those derivative transactions, such third parties (or affiliates of third parties) may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, such third parties (or affiliates of third parties) may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of securities, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of securities. The third parties (or affiliates of such third parties) in such sale transactions will be underwriters and will be identified in an applicable prospectus supplement or a post-effective amendment.

We may loan or pledge debt securities to a financial institution or other third party that in turn may sell the debt securities using this prospectus and an applicable prospectus supplement. Such financial institution or third party may transfer its economic short position to investors in our offered securities or in connection with a simultaneous offering of other securities offered by this prospectus.

Underwriters, Agents and Dealers

If underwriters are used in the sale of our debt securities, the debt securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions described above. The debt securities may be either offered to the public either through underwriting syndicates represented by managing underwriters or directly by underwriters. Generally, the underwriters’ obligations to purchase the debt securities will be subject to conditions precedent and the underwriters will be obligated to purchase all of the debt securities if they purchase any of the debt securities. We may use underwriters with whom we have a material relationship. We will describe in the prospectus supplement, naming the underwriter, the nature of any such relationship.

We may sell the debt securities through agents from time to time. The prospectus supplement will name any agent involved in the offer or sale of the debt securities and any commissions we pay to them. Generally, any agent will be acting on a best efforts basis for the period of its appointment.

-16-

We may authorize underwriters, dealers or agents to solicit offers by certain purchasers to purchase the debt securities from us at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. The contracts will be subject only to those conditions set forth in the prospectus supplement, and the prospectus supplement will set forth any commissions we pay for solicitation of these contracts.

Underwriters, dealers and agents may contract for or otherwise be entitled to indemnification by us against certain civil liabilities, including liabilities under the Securities Act of 1933 or to contribution with respect to payments made by the underwriters, dealers or agents, under agreements between us and the underwriters, dealers and agents.

We may grant underwriters who participate in the distribution of debt securities an option to purchase additional debt securities to cover over-allotments, if any, in connection with the distribution.

Underwriters, dealers or agents may receive compensation in the form of discounts, concessions or commissions from us or our purchasers, as their agents in connection with the sale of debt securities. These underwriters, dealers or agents may be considered to be underwriters under the Securities Act of 1933. As a result, discounts, commissions or profits on resale received by the underwriters, dealers or agents may be treated as underwriting discounts and commissions. The prospectus supplement will identify any such underwriter, dealer or agent and describe any compensation received by them from us. Any public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.

Any underwriter may engage in overallotment transactions, stabilizing transactions, short-covering transactions and penalty bids in accordance with Regulation M under the Securities Exchange Act of 1934. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of securities than they are required to purchase in the offering. "Covered" short sales are sales made in an amount not greater than the underwriters’ option to purchase additional securities from us in the offering, if any. If the underwriters have an over-allotment option to purchase additional securities from us, the underwriters may consider, among other things, the price of securities available for purchase in the open market as compared to the price at which they may purchase securities through the over-allotment option. "Naked" short sales are any sales in excess of such option or where the underwriters do not have an over-allotment option. The underwriters must close out any naked short position by purchasing securities in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the securities in the open market after pricing that could adversely affect investors who purchase in the offering.

Accordingly, to cover these short sales positions or to otherwise stabilize or maintain the price of the debt securities, the underwriters may bid for or purchase securities in the open market and may impose penalty bids. If penalty bids are imposed, selling concessions allowed to syndicate members or other broker-dealers participating in the offering are reclaimed if securities previously distributed in the offering are repurchased, whether in connection with stabilization transactions or otherwise. The effect of these transactions may be to stabilize or maintain the market price of the debt securities at a level above that which might otherwise prevail in the open market. The imposition of a penalty bid may also affect the price of the debt securities to the extent that it discourages resale of the debt securities. The magnitude or effect of any stabilization or other transactions is uncertain.

Underwriters, broker-dealers or agents who may become involved in the sale of our debt securities may engage in transactions with and perform other services for us for which they receive compensation.

-17-

Direct Sales

We may also sell debt securities directly to one or more purchasers without using underwriters or agents. In this case, no agents, underwriters or dealers would be involved. We may sell debt securities upon the exercise of rights that we may issue to our security holders. We may also sell the debt securities directly to institutional investors or others who may be deemed to be underwriters within the meaning of the Securities Act of 1933 with respect to any sale of those debt securities.

Trading Market and Listing of Securities

The securities offered by us may or may not be listed on a national securities exchange. It is possible that one or more underwriters may make a market in a class or series of debt securities, but the underwriters will not be obligated to do so and may discontinue any market making at any time without notice. We cannot give any assurance as to the liquidity of the trading market for any of our securities offered.

LEGAL MATTERS

O’Melveny & Myers LLP will pass on the validity of the securities offered by this prospectus for us. If counsel for any underwriters passes on legal matters in connection with an offering of our securities described in this prospectus, we will name that counsel in the prospectus supplement relating to that offering.

EXPERTS

The consolidated financial statements incorporated in this Prospectus by reference to the annual report on Form 10-K for the year ended December 31, 2007 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-3 under the Securities Act of 1933 with respect to the securities offered by this prospectus. This prospectus does not contain all the information set forth in the registration statement and the exhibits and schedules thereto. For further information about us and the securities, we refer you to the registration statement and to the exhibits and schedules filed with it. Statements contained in this prospectus as to the contents of any contract or other documents referred to are not necessarily complete. We refer you to those copies of contracts or other documents that have been filed as exhibits to the registration statement, and statements relating to such documents are qualified in all aspects by such reference.

We file annual, quarterly and special reports and other information with the SEC. You may read and copy any document we file at the SEC’s Public Reference Rooms at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC filings are also available to the public at the SEC’s web site at http://www.sec.gov . You may also obtain information about us at our web-site at http://www.gswater.com . The information on our web-site does not constitute a part of this prospectus.

-18-

INCORPORATION OF DOCUMENTS BY REFERENCE

To avoid repeating information in this prospectus that we have already filed with the SEC, we have incorporated by reference the filings (File No. 001-12008) listed below with respect to the information regarding Golden State Water Company. This information is considered a part of this prospectus. These documents are as follows:

our annual report on Form 10-K for the year ended December 31, 2007;
our quarterly reports on Form 10-Q for the quarters ended March 31, 2008, June 30, 2008 and September 30, 2008; and
our current reports on Form 8-K filed with the SEC on January 31, 2008, March 31, 2008, May 23, 2008, August 4, 2008, August 26, 2008, September 22, 2008, November 4, 2008 and November 5, 2008.

In addition, all documents that we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of the initial registration statement of which this prospectus is a part and prior to the effectiveness of the registration statement as well as the date of this prospectus and before the termination of the offering of our securities shall be deemed incorporated by reference into this prospectus and to be a part of this prospectus from the respective dates of filing such documents with respect to the information regarding Golden State Water Company. Unless specifically stated to the contrary, none of the information that we disclose under Items 2.02 or 7.01 of any Current Report on Form 8-K that we may from time to time furnish to the SEC will be incorporated by reference into, or otherwise included in, this prospectus.

You may request a copy of these filings with the SEC, at no cost, by writing or telephoning us at the following address:

	Corporate Secretary
	Golden State Water Company
	630 East Foothill Boulevard
	San Dimas, California 91773
	(909) 394-3600

Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus shall be deemed modified, superseded or replaced for purposes of this prospectus to the extent that a statement contained in this prospectus or in any subsequently filed document that also is or is deemed to be incorporated by reference in this prospectus modifies, supersedes or replaces such statement. Any statement so modified, superseded or replaced shall not be deemed, except as so modified, superseded or replaced, to constitute a part of this prospectus.

-19-

Debt Securities

Golden S tate
WATER COMPANY

_______________________

PROSPECTUS

_______________________

PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution . *

Registration fee		$3,930
Rating agency fees		135,000	*
Printing and engraving expenses		5,000	*
Accounting fees and expenses		34,000	*
Legal fees and expenses		160,000	*
Blue sky fees and expenses		5,000	*
Fees and expenses of Transfer Agent and Trustee		50,000	*
Miscellaneous		8,000	*
Total	$	400,930	*

____________________

* Expenses are estimated except for the registration fee.

Item 15. Indemnification of Directors and Officers .

Section 317 of the California Corporations Code provides that a corporation has the power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding or action by reason of the fact that he or she is or was a director, officer, employee or other agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other enterprise. Section 317 also grants authority to a corporation to include in its articles of incorporation indemnification provisions in excess of that permitted in Section 317, subject to certain limitations.

Article Five of the Company’s Restated Articles of Incorporation authorizes the Company to provide indemnification of directors, officers, employees and other agents through bylaw provisions, agreements with agents, votes of shareholders or disinterested directors, or otherwise, in excess of the indemnification otherwise permitted by Section 317, subject only to the limitations set forth in Section 204 of the California Corporations Code.

Article VII of the Company’s Bylaws contains provisions implementing the authority granted in Article Five of the Company’s Restated Articles of Incorporation. The Bylaws provide for the indemnification of any director or officer of the Company, or any person acting at the request of the Company as a director, officer, employee or agent of another corporation or other enterprise, including a Company-sponsored employee benefit plan, for any threatened, pending or completed action or proceeding to the fullest extent permitted by California law and the Company’s Restated Articles of Incorporation, provided that the Company is not liable to indemnify any director or officer or to make any advances to the director or officer (i) as to which the Company is prohibited by applicable law from paying as an indemnity; (ii) with respect to expenses of defense or investigation, if such expenses were or are incurred without the Company’s consent (which consent may not be unreasonably withheld); (iii) for which payment is actually made to the director or officer under a valid and collectible insurance policy maintained by the Company, except in respect of any excess beyond the amount of payment under such insurance; (iv) for which payment is actually made to the director or officer under an indemnity by the Company otherwise than pursuant to the Company’s Bylaws, except in respect of any excess beyond the amount of payment under such indemnity; (v) based upon or attributable to the director or officer gaining in fact any personal profit or advantage to which he or she was not legally entitled; (vi) for an accounting of profits made from the purchase or sale by the director or officer of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; or (vii) based upon acts or omissions involving intentional misconduct or a knowing and culpable violation of law. Indemnification covers all expenses, liabilities and losses including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement.

II-1

The Company has purchased directors and officers insurance policies to provide protection against certain liabilities of the directors and officers. The Company has also entered into written agreements with each of its directors and officers incorporating the indemnification provisions of its Bylaws.

Item 16. Exhibits .

Exhibit
Number		Description of Exhibit
1.01	*	Form of Underwriting or Sales Agreement

3.01		Restated Articles of Incorporation, as amended (incorporated by reference to Form 10-Q for the quarterly period ended September 30, 2005)

3.02		Bylaws, as amended (incorporated by reference to Form 8-K filed on January 26, 2007)

4.01		Indenture with respect to Debt Securities, as supplemented

4.02	*	Form of Debt Security

5.01		Opinion of O’Melveny & Myers LLP as to the validity of Securities to be issued by the Company.

12.01		Computation of Ratios of Earnings to Fixed Charges of the Company

23.01		Consent of PricewaterhouseCoopers LLP

23.02		Consent of O’Melveny & Myers LLP (included in Exhibit 5.01)

24.01		Power of Attorney (included on page II-5)

25.01		Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of the Trustee

____________________

*To be filed by amendment or pursuant to a report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and incorporated by reference herein.

Item 17. Undertakings .

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

( i ) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

( ii ) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

II-2

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

(4) That, for purposes of determining any liability under the Securities Act of 1933 to any purchaser:

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of this registration statement as of the date the filed prospectus was deemed part of and included in this registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in this registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of this registration statement relating to the securities in this registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or made in a document incorporated or deemed incorporated by reference into this registration statement or a prospectus that is part of this registration statement or prospectus that is part of this registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in this registration statement or prospectus that was part of this registration statement or made in any such document immediately prior to such effective date;

II-3

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions described in Item 15 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

(d) The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of such Act.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Dimas, State of California, on December 12, 2008.

		GOLDEN STATE WATER COMPANY


		By:		/s/ Floyd E. Wicks
		Name:		Floyd E. Wicks
		Title:		President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Each person whose signature appears below constitutes and appoints Robert J. Sprowls and Eva G. Tang, or each of them individually, his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any subsequent registration statement we may hereafter file with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act to register additional securities in connection with this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them individually, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date

/s/ Floyd E. Wicks	Principal Executive Officer,
Floyd E. Wicks	President, Chief Executive Officer	December 12, 2008
	and Director

	Principal Financial Officer and
/s/ Eva G. Tang	Principal Accounting Officer, Senior
Eva G. Tang	Vice President-Finance, Chief	December 12, 2008
	Financial Officer and Secretary

/s/ Lloyd E. Ross	Chairman of the Board and Director	December 12, 2008
Lloyd E. Ross

/s/ James L. Anderson	Director	December 12, 2008
James L. Anderson

II-5

Signature	Title	Date

/s/ Anne M. Holloway	Director	December 12, 2008
Anne M. Holloway

/s/ N.P. Dodge, Jr.	Director	December 12, 2008
N.P. Dodge, Jr.

/s/ Robert F. Kathol	Director	December 12, 2008
Robert F. Kathol

/s/ Gary F. King	Director	December 12, 2008
Gary F. King

_____________
Diana M. Bontá	Director

II-6

EXHIBIT INDEX

Exhibit
Number		Description of Exhibit
1.01	*	Form of Underwriting or Sales Agreement.

3.01		Restated Articles of Incorporation, as amended (incorporated by reference to Form 10-Q for the quarterly period ended September 30, 2005)

3.02		Bylaws, as amended (incorporated by reference to Form 8-K filed on January 26, 2007)

4.01		Indenture with respect to Debt Securities, as supplemented

4.02	*	Form of Debt Securities

5.01		Opinion of O’Melveny & Myers LLP as to the validity of Securities to be issued by the Company

12.01		Computation of Ratios of Earnings to Fixed Charges of the Company

23.01		Consent of PricewaterhouseCoopers LLP

23.02		Consent of O’Melveny & Myers LLP (included in Exhibit 5.01)

24.01		Power of Attorney (included on page II-5)

25.01		Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of the Trustee

____________________

* To be filed by amendment or pursuant to a report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and incorporated by reference herein.

EXHIBIT 4.01

SOUTHERN CALIFORNIA WATER COMPANY

AND

CHEMICAL TRUST COMPANY OF CALIFORNIA

TRUSTEE

__________________________________

INDENTURE

Dated as of September 1, 1993
____________

DEBT SECURITIES

PARTIAL CROSS-REFERENCE TABLE

Indenture Section		TIA Section
2.04		317(b)
2.05		312(a)
2.10		316(a)
		(last sentence)

4.04		314(a)(4)
4.05		314(a)(1)

6.04		316(a)(1)(B)
6.05		316(a)(1)(A)
6.07		317(a)(1)

7.04		315(b)
7.05		313(a)
7.05		313(d)
7.07		310(a), 310(b)
7.10		310(b)(1)

8.02		310(a), 310(b)

9.04		316(c)

10.01		318(a)
10.02		313(c)
10.03		314(c)(1)
		314(c)(2)
10.04		314(e)

TABLE OF CONTENTS

Article	Section	Heading	Page
1		DEFINITIONS	1

	1.01	Definitions	1
	1.02	Other Definitions	2
	1.03	Rules of Construction	2

2		THE SECURITIES	3

	2.01	Issuable in Series	3
	2.02	Execution and Authentication	4
	2.03	Securities Agents	5
	2.04	Paying Agent to Hold Money in	5
		Trust
	2.05	Securityholder Lists	5
	2.06	Transfer and Exchange	5
	2.07	Replacement Securities	6
	2.08	Outstanding Securities	6
	2.09	Discounted Securities	6
	2.10	Treasury Securities	6
	2.11	Global Securities	7
	2.12	Temporary Securities	7
	2.13	Cancellation	7
	2.14	Defaulted Interest	7

3		REDEMPTION	8

	3.01	Notices to Trustee	8
	3.02	Selection of Securities to Be	8
		Redeemed
	3.03	Notice of Redemption	8
	3.04	Effect of Notice of	9
		Redemption
	3.05	Payment of Redemption Price	9
	3.06	Securities Redeemed in Part	9

4		COVENANTS	9

	4.01	Certain Definitions	9
	4.02	Payment of Securities	10
	4.03	Overdue Interest	10
	4.04	No Lien Created, etc.	10
	4.05	Compliance Certificate	10
	4.06	SEC Reports	10

5		SUCCESSORS	10

Article	Section	Heading	Page
	5.01	When Company May Merge, etc.	10

6		DEFAULTS AND REMEDIES	11

	6.01	Events of Default	11
	6.02	Acceleration	12
	6.03	Other Remedies	13
	6.04	Waiver of Past Defaults	13
	6.05	Control by Majority	13
	6.06	Limitation on Suits	13
	6.07	Collection Suit by Trustee	14
	6.08	Priorities	14

7		TRUSTEE	14

	7.01	Rights of Trustee	14
	7.02	Individual Rights of Trustee	16
	7.03	Trustee’s Disclaimer	16
	7.04	Notice of Defaults	16
	7.05	Reports by Trustee to Holders	16
	7.06	Compensation and Indemnity	17
	7.07	Replacement of Trustee	17
	7.08	Successor Trustee by Merger,	18
		etc.
	7.09	Trustee’s Capital and Surplus	18

8		DISCHARGE OF INDENTURE	18

	8.01	Defeasance	18
	8.02	Conditions to Defeasance	19
	8.03	Application of Trust Money	20
	8.04	Repayment to Company	20

9		AMENDMENTS	20

	9.01	Without Consent of Holders	20
	9.02	With Consent of Holders	20
	9.03	Compliance with Trust Indenture Act	21
	9.04	Effect of Consents	21
	9.05	Notation on or Exchange of	22
		Securities
	9.06	Trustee Protected	22

10		MISCELLANEOUS	22

	10.01	Trust Indenture Act	22
	10.02	Notices	22
	10.03	Certificate and Opinion as to Conditions Precedent	23

iii

Article	Section	Heading	Page
	10.04	Statements Required in Certificate or Opinion	23
	10.05	Rules by Company and Agents	24
	10.06	Legal Holidays	24
	10.07	No Recourse Against Others	24
	10.08	Counterparts	24
	10.09	Governing Law	24

	SIGNATURES		24

	Exhibit A: A Form of Security		25
	Notes to Exhibit A		29
	Exhibit B: A Form of Assignment		30

INDENTURE dated as of September 1, 1993 between SOUTHERN CALIFORNIA WATER COMPANY, a California corporation (“Company”), and CHEMICAL TRUST COMPANY OF CALIFORNIA, a California corporation, as trustee (“Trustee”).

Each party agrees as follows for the benefit of the Holders of the Company’s debt securities issued under this Indenture:

ARTICLE 1 - DEFINITIONS

SECTION 1.01. Definitions.

“Affiliate” means any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company (other than any trust or other entity subject to the Employee Retirement Income Security Act of 1974, as amended from time to time and any successor statute).

“Agent” means any Registrar, Transfer Agent or Paying Agent with respect to the Securities.

“Board” means the Board of Directors of the Company or any authorized committee of the Board.

“Company” means the party named as such above until a successor replaces it and thereafter means the successor.

“Default” means any event which is, or after notice or passage of time would be, an Event of Default.

“Discounted Security” means a Security where the amount of principal due upon acceleration is less than the stated principal amount.

“Holder” or “Securityholder” means the person in whose name a Security is registered as to principal and interest by the Registrar.

“Indenture” means this Indenture and any Securities Resolution as amended or supplemented from time to time.

“Officer” means the Chairman, the President, the Chief Financial Officer, any Executive Vice-President, any Senior Vice-President, any Vice-President, the Treasurer, the Secretary, any Assistant Treasurer, or any Assistant Secretary of the Company.

“Officers’ Certificates” means a certificate signed by two Officers or by an Officer.

“Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee.

“principal” of a debt security means the principal of the security plus the premium, if and when applicable, on the security.

“SEC” means the Securities and Exchange Commission.

“Securities” means the debt securities issued under this Indenture.

“Securities Resolution” means a resolution authorizing a series of Securities adopted by the Board.

“series” means a series of Securities or the Securities of the series.

“TIA” means the Trust Indenture Act of 1939 (15 U.S. Code § 77aaa-77bbbb) as in effect on the date shown above.

“Trustee” means the party named as such above until a successor replaces it and thereafter means the successor.

“Trustee Officer” means the Chairman of the Board, the President or any other officer or assistant officer of the Trustee assigned by the Trustee to administer its corporate trust matters.

“United States” means the United States of America, its territories and possessions and other areas subject to its jurisdiction.

SECTION 1.02. Other Definitions.

Term		Defined in Section
“Bankruptcy Law”		6.01
“Custodian”		6.01
“Event of Default”		6.01
“Legal Holiday”		10.06
“Lien”		4.01
“Paying Agent”		2.03
“Registrar”		2.03
“Subsidiary”		4.01
“Transfer Agent”		2.03
“U.S. Government Obligations”		8.02
“Voting Stock”		4.01
“Yield to Maturity”		4.01

SECTION 1.03. Rules of Construction.

Unless the context otherwise requires:

	(1)	a term has the meaning assigned to it;

	(2)	an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles in the United States;

	(3)	generally accepted accounting principles are those applicable from time to time;

(4)	all terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have meanings assigned to them by such definitions;

(5)	“or” is not exclusive; and

(6)	words in the singular include the plural, and in the plural include the singular.

ARTICLE 2 - THE SECURITIES

SECTION 2.01. Issuable in Series.

The aggregate principal amount of Securities that may be issued under this Indenture is unlimited. The Securities may be issued from time to time in one or more series. Each series shall be created by a Securities Resolution or a supplemental indenture that establishes the terms of the series, which may include the following:

(1)	the title of the series;

(2)	the aggregate principal amount of the series;

(3)	the interest rate or rates, if any, or method of calculating the interest rate or rates;

(4)	the date from which interest will accrue;

(5)	the record dates for interest payable on Securities;

(6)	the dates when principal and interest are payable;

(7)	the manner of paying principal and interest;

(8)	the places where principal and interest are payable;

(9)	the Registrar, Transfer Agent and Paying Agent;

(10)	the terms of any mandatory or optional redemption by the Company;

(11)	the denominations in which Securities are issuable;

(12)	whether and upon what terms Securities may be exchanged;

(13)	whether any Securities will be represented by a Security in global form and the terms of any global Security;

(14)	if amounts of principal or interest may be determined by reference to an index, formula or other method, the manner for determining such amounts;

(15)	provisions for electronic issuance of Securities or for Securities in uncertificated form;

(16)	the amount or portion of principal payable upon acceleration of a Discounted Security;

(17)	any Events of Default or covenants in addition to or in lieu of those set forth in this Indenture;

(18)	whether and upon what terms Securities may be defeased;

(19)	the form of the Securities, which may be in the form of Exhibit A;

(20)	any terms that may be required by or advisable under U.S. or other applicable laws; and

(21)	any other terms not inconsistent with this Indenture.

All Securities of one series need not be issued at the same time and, unless otherwise provided in the Securities Resolution or supplemental indenture for such series, a series may be reopened for issuances of additional Securities of such series.

SECTION 2.02. Execution and Authentication.

Two Officers shall sign the Securities by manual or facsimile signature. The Company’s seal shall be reproduced on the Securities.

If an Officer whose signature is on a Security no longer holds that office at the time the Security is authenticated or delivered, the Security shall nevertheless be valid.

A Security shall not be valid until the Security is authenticated by the manual signature of the Registrar. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture.

Each Security shall be dated the date of its authentication.

Securities may have notations, legends or endorsements required by law, stock exchange rule, agreement or usage.

In the event Securities are issued in electronic or other uncertificated form, such Securities may be validly issued without the signatures or seal contemplated by this Section 2.02.

SECTION 2.03. Securities Agents.

The Company shall maintain an office or agency where Securities may be authenticated ( “Registrar” ), where Securities may be presented for registration of transfer or for exchange ( “Transfer Agent” ) and where Securities may be presented for payment ( “Paying Agent” ). Whenever the Company must issue or deliver Securities pursuant to this Indenture, the Registrar shall authenticate the Securities at the Company’s request contained in an Officer’s Certificate delivered to the Registrar. The Transfer Agent shall keep a register of the Securities and of their transfer and exchange.

The Company may appoint more than one Registrar, Transfer Agent or Paying Agent for a series. The Company shall notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Transfer Agent or Paying Agent for a series, the Trustee shall act as such.

SECTION 2.04. Paying Agent to Hold Money in Trust.

The Company shall require each Paying Agent for a series other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of the persons entitled thereto all money held by the Paying Agent for the payment of principal of or interest on the series, and will notify the Trustee of any default by the Company in making any such payment.

While any such default continues, the Trustee may require a Paying Agent to pay all money so held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee upon delivery to the Paying Agent of an Officer’s Certificate so stating. Upon payment over to the Trustee of all money held by it in trust, the Paying Agent shall have no further liability for the money.

If the Company or an Affiliate acts as Paying Agent for a series, it shall segregate and hold as a separate trust fund all money held by it as Paying Agent for the series.

SECTION 2.05. Securityholder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Securityholders. If the Trustee is not the Transfer Agent, the Company shall furnish, or cause the Registrar to furnish, to the Trustee semiannually and at such other times as the Trustee may reasonably request a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders.

SECTION 2.06. Transfer and Exchange.

Where Securities of a series are presented to the Transfer Agent with a request to register a transfer or to exchange them for an equal principal amount of Securities of other denominations of the series, the Transfer Agent shall register the transfer or make the exchange if its requirements for such transactions are met. The Transfer Agent need not exchange or register the transfer of any Security or portion of a Security selected for redemption. Also, it need not exchange or register the transfer of any Securities for a period of 15 days before a selection of Securities to be redeemed.

The Transfer Agent may require a Holder to pay a sum sufficient to cover any taxes imposed on a transfer or exchange.

SECTION 2.07. Replacement Securities.

If the Holder of a Security claims that it has been lost, destroyed or wrongfully taken, then, in the absence of notice to the Company or the Trustee that the Security has been acquired by a bona fide purchaser, the Company shall issue a replacement Security if the Company and the Trustee receive:

(1)	evidence satisfactory to them of the loss, destruction or taking;

(2)	an indemnity bond satisfactory to them; and

(3)	payment of a sum sufficient to cover their expenses and any taxes for replacing the Security.

Every replacement Security is an additional obligation of the Company.

SECTION 2.08. Outstanding Securities.

The Securities outstanding at any time are all the Securities authenticated by the Registrar except for those cancelled by it, those delivered to it for cancellation, and those described in this Section as not outstanding.

If a Security is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a bona fide purchaser.

If Securities are considered paid under Section 4.02, they cease to be outstanding and interest on them ceases to accrue.

A Security does not cease to be outstanding because the Company or an Affiliate holds the Security.

SECTION 2.09. Discounted Securities.

In determining whether the Holders of the required principal amount of Securities have concurred in any direction, waiver or consent, the principal amount of a Discounted Security shall be the amount of principal that would be due as of the date of such determination if payment of the Security were accelerated on that date.

SECTION 2.10. Treasury Securities.

In determining whether the Holders of the required principal amount of Securities have concurred in any direction, waiver or consent, Securities owned by the Company or an Affiliate shall be disregarded, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities which the Trustee knows are so owned shall be so disregarded.

SECTION 2.11. Global Securities.

If the Securities Resolution or supplemental indenture so provides, the Company may issue some or all of the Securities of a series in temporary or permanent global form. A global Security may be in registered form, in bearer form with or without coupons or in uncertificated form. A global Security shall represent that amount of Securities of a series as specified in the global Security or as endorsed thereon from time to time. At the Company’s request, the Registrar shall endorse a global Security to reflect the amount of any increase or decrease in the Securities represented thereby.

The Company may issue a global Security only to a depository designated by the Company. A depository may transfer a global Security only as a whole to its nominee or to a successor depository.

The Securities Resolution or supplemental indenture may establish, among other things, the manner of paying principal and interest on a global Security and whether and upon what terms a beneficial owner of an interest in a global Security may exchange such interest for definitive Securities.

The Company, an Affiliate, the Trustee and any Agent shall not be responsible for any acts or omissions of a depository, for any depository records of beneficial ownership interests or for any transactions between the depository and beneficial owners.

SECTION 2.12. Temporary Securities.

Until definitive Securities of a series are ready for delivery, the Company may use temporary Securities. Temporary Securities shall be substantially in the form of definitive Securities but may have variations that the Company considers appropriate for temporary Securities. Temporary Securities may be in global form. Without unreasonable delay, the Company shall deliver definitive Securities in exchange for temporary Securities. Until so exchanged, the temporary Securities are entitled to the same benefits under this Indenture as definitive Securities.

SECTION 2.13. Cancellation.

The Company at any time may deliver Securities to the Registrar for cancellation. The Transfer Agent and the Paying Agent shall forward to the Registrar any Securities surrendered to them for payment, exchange or registration of transfer. The Registrar shall cancel all Securities surrendered for payment, registration of transfer, exchange or cancellation which have been received by it. The Registrar shall destroy cancelled Securities unless the Company otherwise directs.

Unless the Securities Resolution or supplemental indenture otherwise provides, the Company may not issue new Securities to replace Securities that the Company has paid or that the Company has delivered to the Registrar for cancellation.

SECTION 2.14. Defaulted Interest

If the Company defaults in a payment of interest on Securities, it need not pay the defaulted interest to Holders on the regular record date. The Company may fix a special record date for determining Holders entitled to receive defaulted interest or the Company may pay defaulted interest in any other lawful manner.

ARTICLE 3 - REDEMPTION

SECTION 3.01. Notices to Trustee.

Securities of a series that are redeemable before maturity shall be redeemable in accordance with their terms and, unless the Securities Resolution or supplemental indenture otherwise provides, in accordance with this Article.

In the case of redemption by the Company, the Company shall notify the Trustee and the Transfer Agent of the redemption date and the principal amount of Securities to be redeemed. The Company shall notify the Trustee and Transfer Agent at least 45 days before the redemption date unless a shorter notice is satisfactory to the Trustee.

If the Company is required to redeem Securities, it may reduce the principal amount of Securities required to be redeemed to the extent it is permitted a credit by the terms of the Securities and it notifies the Trustee of the amount of the credit and the basis for it. If the reduction is based on a credit for acquired or redeemed Securities that the Company has not previously delivered to the Registrar for cancellation, the Company shall deliver the Securities at the same time as the notice.

SECTION 3.02. Selection of Securities to Be Redeemed.

If less than all the Securities of a series are to be redeemed, the Trustee shall select the Securities to be redeemed by a method the Trustee considers fair and appropriate, which shall reflect any method required by applicable law or stock exchange regulations. The Trustee shall make the selection from the outstanding Securities of the series not previously called for redemption. The Trustee may select for redemption portions of the principal of Securities having denominations larger than the minimum denomination for the series. Securities and portions thereof selected for redemption shall be in amounts equal to the minimum denomination for the series or an integral multiple thereof. Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption. At least 20 days before a redemption date, the Trustee shall notify the Company, the Registrar, the Transfer Agent and each Paying Agent of the Securities to be redeemed and, if a Security is to be redeemed only in part, the principal amount thereof so to be redeemed.

SECTION 3.03. Notice of Redemption.

At least 20 days but not more than 60 days before a redemption date, the Company shall mail a notice of redemption by first-class mail to each Holder whose Securities are to be redeemed.

A notice shall identify the Securities of the series to be redeemed and shall state:

(1)	the redemption date;

(2)	the redemption price;

(3)	the name and address of the Paying Agent;

(4)	that Securities called for redemption, in whole or in part, must be surrendered to the Paying Agent to collect the redemption price; and

(5)	that interest on Securities, or portions thereof, called for redemption ceases to accrue on and after the redemption date.

At the Company’s written request, the Trustee shall give the notice of redemption in the Company’s name and at its expense.

SECTION 3.04. Effect of Notice of Redemption.

Once notice of redemption is given, Securities called for redemption become due and payable on the redemption date at the redemption price stated in the notice.

SECTION 3.05. Payment of Redemption Price.

On or before the redemption date, the Company shall deposit with the Paying Agent money sufficient to pay the redemption price of and accrued interest, if any, on all Securities to be redeemed on that date.

When the Holder of a Security surrenders it for redemption in accordance with the redemption notice, the Company shall pay, or cause the Paying Agent to pay, to the Holder on the redemption date the redemption price and accrued interest, if any, to such date, except that the Company will pay any such interest (except defaulted interest) to Holders on the record date (as such term is defined in the applicable Securities Resolution) if the redemption date occurs on an interest payment date (as such term is defined in the applicable Securities Resolution).

SECTION 3.06. Securities Redeemed in Part.

Upon surrender of a Security that is redeemed in part, the Company shall deliver or cause the Transfer Agent to deliver to the Holder a new Security of the same series equal in principal amount to the unredeemed principal amount of the Security surrendered.

ARTICLE 4 - COVENANTS

SECTION 4.01. Certain Definitions.

“Lien” means any mortgage, pledge, security interest or lien.

“Subsidiary” means a corporation a majority of whose Voting Stock is owned by the Company or a Subsidiary.

“Voting Stock” means capital stock having voting power under ordinary circumstances to elect directors.

“Yield to Maturity” means the yield to maturity on a Discounted Security at the time of its issuance or at the most recent determination of interest on the Discounted Security.

SECTION 4.02. Payment of Securities.

The Company shall pay the principal of and interest on a series in accordance with the terms of the Securities for the series and this Indenture. Principal and interest on a series shall be considered paid on the date due if the Paying Agent for the series holds on that date money sufficient to pay all principal and interest then due on the series.

SECTION 4.03. Overdue Interest.

Unless the Securities Resolution or supplemental indenture otherwise provides, the Company shall pay interest on overdue principal of a Security of a series at the rate (or Yield to Maturity in the case of a Discounted Security) borne by the series; it shall pay interest on overdue installments of interest at the same rate or Yield to Maturity to the extent lawful.

SECTION 4.04. No Lien Created, etc.

This indenture and the Securities do not create a Lien, charge or encumbrance on any property of the Company or any Subsidiary.

SECTION 4.05. Compliance Certificate.

The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company, a brief certificate signed on its behalf by the principal executive officer, principal financial officer or principal accounting officer of the Company, as to the signer’s knowledge of the Company’s compliance with all conditions and covenants under this Indenture as of the end of such fiscal year (determined without regard to any period of grace or requirement of notice provided herein).

Any other obligor on the Securities also shall deliver to the Trustee such a certificate similarly signed as to its compliance with this Indenture within 120 days after the end of each of its fiscal years.

SECTION 4.06. SEC Reports.

The Company shall file with the Trustee, within 15 days after the Company is required to file the same with the SEC, copies of the annual reports and of the information, documents, and other reports (or such portions of the foregoing as the SEC may prescribe) which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Any other obligor on the Securities shall do likewise as to the above items which it is required to file with the SEC pursuant to those Sections.

ARTICLE 5 - SUCCESSORS

SECTION 5.01. When Company May Merge, etc.

The Company shall not consolidate with or merge into, or transfer all or substantially all of its assets to, any person unless:

(1)	the person is organized under the laws of the United States or a State thereof;

(2)	the person assumes by supplemental indenture all the obligations of the Company under this Indenture and the Securities; and

(3)	immediately after the transaction no Default exists.

The successor shall be substituted for the Company, and thereafter all obligations of the Company under this Indenture and the Securities shall terminate.

ARTICLE 6 - DEFAULTS AND REMEDIES

SECTION 6.01. Events of Default.

An “Event of Default” on a series occurs if:

(1)	the Company defaults in any payment of interest on any Securities of the series when the same becomes due and payable and the Default continues for a period of 60 days;

(2)	the Company defaults in the payment of the principal of any Securities of the series when the same becomes due and payable at maturity or upon redemption, acceleration or otherwise and the Default continues for a period of three business days;

(3)	the Company defaults in the payment or satisfaction of any sinking fund obligation with respect to any Securities of a series as required by the Securities Resolution or supplemental indenture establishing such series and the Default continues for a period of three business days;

(4)	the Company defaults in the performance of any of its other agreements applicable to the series and the Default continues for 90 days after the notice specified below;

(5)	the Company pursuant to or within the meaning of any Bankruptcy Law:

	(A)	commences a voluntary case,

	(B)	consents to the entry of an order for relief against it in an involuntary case,

	(C)	consents to the appointment of a Custodian for it or for all or substantially all of its property, or

	(D)	makes a general assignment for the benefit of its creditors;

(6)	a court of competent jurisdiction enters an order of decree under any Bankruptcy Law that:

	(A)	is for relief against the Company in an involuntary case,

	(B)	appoints a Custodian for the Company or for all or substantially all of its property, or

	(C)	orders the liquidation of the Company;

	and the order or decree remains unstayed and in effect for 60 days; or

(7)	any other Event of Default provided for in the series occurs.

The term “Bankruptcy Law” means Title 11, U. S. Code or any similar Federal or State law for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator or a similar official under any Bankruptcy Law.

A Default under clause (4) is not an Event of Default until the Trustee or the Holders of at least 33-1/3% in principal amount of the series notify the Company of the Default and the Company does not cure the Default within the time specified after receipt of the notice. The notice must specify the Default, demand that it be remedied and state that the notice is a “Notice of Default.” If Holders notify the Company of a Default, they shall notify the Trustee at the same time.

A Default on any series of Securities shall not constitute a Default on any other series unless so provided in such other series.

SECTION 6.02. Acceleration.

If an Event of Default occurs and is continuing on a series, the Trustee by notice to the Company, or the Holders of at least 33-1/3% in principal amount of the series by notice to the Company and the Trustee, may declare the principal of and accrued interest on all the Securities of the series to be due and payable immediately. Discounted Securities may provide that the amount of principal due upon acceleration is less than the stated principal amount.

The Holders of a majority in principal amount of the series by notice to the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default on the series have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration.

SECTION 6.03. Other Remedies.

If an Event of Default occurs and is continuing on a series, the Trustee may pursue any available remedy to collect principal or interest then due on the series, to enforce the performance of any provision applicable to the series, or otherwise to protect the rights of the Trustee and Holders of the series.

The Trustee may maintain a proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

SECTION 6.04. Waiver of Past Defaults.

Unless the Securities Resolution or supplemental indenture otherwise provides, the Holders of a majority in principal amount of a series by notice to the Trustee may waive an existing Default or Event of Default on the series and its consequences except:

(1)	an Event of Default under clauses (1), (2) or (3) of Section 6.01, or

(2)	a Default in respect of a provision that under Section 9.02 cannot be amended without the consent of each Securityholder affected.

SECTION 6.05. Control by Majority.

The Holders of a majority in principal amount of a series may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or of exercising any trust or power conferred on the Trustee, with respect to the series. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture.

SECTION 6.06. Limitation on Suits.

A Securityholder of a series may pursue a remedy with respect to the series only if:

(1)	the Holder gives to the Trustee notice of a continuing Event of Default on the series;

(2)	the Holders of at least 33-1/3% in principal amount of the series make a request to the Trustee to pursue the remedy;

(3)	such Holder or Holders offer to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense;

(4)	the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and

(5)

during such 60-day period the Holders of a majority in principal amount of the series do not give the Trustee a direction inconsistent with such request.

A Securityholder may not use this Indenture to prejudice the rights of another Securityholder or obtain a preference or priority over another Securityholder.

Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal and (except as contemplated by Section 2.14) interest on such Security on the respective stated maturities expressed in such Security and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of the Holder.

SECTION 6.07. Collection Suit by Trustee.

If an Event of Default in payment of interest, principal or sinking fund payment specified in Section 6.01(1), (2) or (3) occurs and is continuing on a series, the Trustee may recover judgment in it own name and as trustee of an express trust against the Company for the whole amount of principal and interest remaining unpaid on the series.

SECTION 6.08. Priorities.

If the Trustee collects any money for a series pursuant to this Article, it shall pay out the money in the following order:

First: to the Trustee for amounts due under Section 7.06;

Second: to Securityholders of the series for amounts due and unpaid for principal and interest, ratably, without preference or priority of any kind, according to the amounts due and payable for principal and interest, respectively; and

Third: to the Company.

The Trustee may fix a payment date for any payment to Securityholders.

ARTICLE 7 - TRUSTEE

SECTION 7.01. Rights of Trustee.

	(1)		The Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.

	(2)		Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Certificate or Opinion.

	(3)		The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care, unless such Agent is affiliated with the Trustee.

	(4)		The Trustee shall not be liable for any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05.

	(5)		The Trustee may refuse to perform any duty or exercise any right or power which reasonably believes may expose it to any loss, liability or expense unless it receives indemnity satisfactory to it against such loss, liability or expense.

	(6)		The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

	(7)		The Trustee shall have no duty with respect to a Default unless it has actual knowledge of the Default.

	(8)		The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized and within its powers.

	(9)		Any Agent shall have the same rights and be protected to the same extent as if it were Trustee.

	(10)		The right of the Trustee to perform any discretionary act specified in or contemplated by this Indenture shall not be construed as a duty.

	(11)		The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights and powers.

	(12)		The Trustee may consult with counsel (who may be counsel for the Company or for the Holders), and with other experts, and the written advice or opinion of such counsel or other experts shall be full and complete authorization and protection in respect of any action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon.

	(13)		Any request or direction of the Company mentioned herein shall be sufficiently evidenced by a written order signed in the name of the Company by any Officer of the Company and delivered to the Trustee or by resolution duly adopted by the Board.

	(14)		Whether or not therein expressly provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

	(15)		Except during the continuance of an Event of Default, the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee.

SECTION 7.02. Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or an Affiliate with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights.

SECTION 7.03. Trustee’s Disclaimer.

The Trustee makes no representation as to the validity or adequacy of this Indenture or the Securities; it shall not be accountable for the Company’s use of the proceeds from the Securities; it shall not be responsible for any statement in the Securities; it shall not be responsible for any overissue; it shall not be responsible for determining whether the form and terms of any Securities were established in conformity with this Indenture; and it shall not be responsible for determining whether any Securities were issued in accordance with this Indenture.

SECTION 7.04. Notice of Defaults.

If a default occurs and is continuing on a series and if it is actually known to the Trustee, the Trustee shall mail a notice of the Default within 90 days after it occurs to Holders of Securities of the series. Except in the case of a Default in payment on a series, the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith determines that withholding the notice is in the interest of Holders of the series.

SECTION 7.05. Reports by Trustee to Holders.

Any report required by TIA § 313(a) to be mailed to Securityholders shall be mailed by the Trustee on or before June 30 of each year.

A copy of each report at the time of its mailing to Securityholders shall be filed with the SEC and each stock exchange on which any Securities are listed. The Company shall notify the Trustee when any Securities are listed on a stock exchange. The Trustee shall send a copy of each such report to the Company.

SECTION 7.06. Compensation and Indemnity.

The Company shall pay to the Trustee from time to time reasonable compensation for its services. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it in connection with this Indenture. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel.

The Company shall indemnify the Trustee and each of the Trustee’s director, officers, employees, agents, successors and assigns against any loss or liability incurred in connection with the exercise or performance of the powers or duties as Trustee, Registrar, Transfer Agent and Paying Agent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel, reasonably acceptable to the Company, and the Company shall pay the reasonable fees and expenses of such counsel.

The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through negligence or willful misconduct.

To secure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee, except that held in trust to pay principal or interest on particular securities. Such lien shall survive the removal or resignation of the Trustee for such period as any amount shall remain due and payable to the Trustee (including any successor Trustee).

SECTION 7.07. Replacement of Trustee.

A resignation of removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section.

The Trustee may resign by so notifying the Company. The Holders of a majority in principal amount of the Securities may remove the Trustee by so notifying the Trustee and may appoint a successor Trustee with the Company’s consent.

The Company may remove the Trustee if:

	(1)		the Trustee fails to comply with TIA § 310(a) or § 310(b) or with Section 7.09;

	(2)		the Trustee is adjudged a bankrupt or an insolvent;

	(3)		a Custodian or other public officer takes charge of the Trustee or its property;

	(4)		the Trustee becomes incapable of acting; or

	(5)		an event of the kind described in Section 6.01(5) or (6) occurs with respect to the Trustee.

The Company also may remove the Trustee with or without cause if the Company so notifies the Trustee 30 days in advance and if no Default occurs during the 30-day period.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee.

If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee fails to comply with TIA § 310(a) or § 310(b) or with Section 7.09, any Securityholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.06.

SECTION 7.08. Successor Trustee by Merger, etc.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, and the successor corporation without any further act shall be the successor Trustee.

SECTION 7.09. Trustee’s Capital and Surplus.

The Trustee at all times shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published report of condition; provided, however, that the initial Trustee hereunder shall have a combined capital and surplus of at least $10,000,000 and shall be a wholly owned subsidiary of a bank with combined capital and surplus of at least $50,000,000.

ARTICLE 8 - DISCHARGE OF INDENTURE

SECTION 8.01. Defeasance.

Securities of a series may be defeased in accordance with their terms and, unless the Securities Resolution or supplemental indenture otherwise provides, in accordance with this Article.

The Company at any time may terminate as to a series all of its obligations under this Indenture, the Securities of a series and any related coupons (“legal defeasance option”). The Company at any time may terminate as to a series its obligations, if any, under any restrictive covenants which may be applicable to a particular series (“covenant defeasance option”). However, in the case of the legal defeasance option, the Company’s obligation in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 7.06, 7.07 and 8.04 shall survive until the Securities of the series are no longer outstanding; thereafter the Company’s obligations in Section 7.06 shall survive.

The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, a series may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, a series may not be accelerated by reference to any restrictive covenants which may be applicable to a particular series so defeased under the term of the series.

The Trustee upon request shall acknowledge in writing the discharge of those obligations that the Company terminates.

SECTION 8.02. Conditions to Defeasance.

The Company may exercise as to a series its legal defeasance option or its covenant defeasance option if:

	(1)		the Company irrevocably deposits in trust with the Trustee or another trustee money or U.S. Government Obligations;

	(2)		the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due on the deposited U.S. Government Obligations without reinvestment plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Securities of the series to maturity or redemption, as the case may be:

	(3)		immediately after the deposit no Default exists;

	(4)		the deposit does not constitute a default under any other agreement binding the Company;

	(5)		the deposit does not cause the Trustee to have a conflicting interest under TIA § 310(a) or § 310(b) as to another series;

	(6)		the Company delivers to the Trustee an Opinion of Counsel to the effect that Holders of the series will not recognize income, gain or loss for Federal income tax purposes as a result of the defeasance; and

	(7)		91 days pass after the deposit is made and during the 91- day period no Default specified in Section 6.01(4) or (5) occurs that is continuing at the end of the period.

Before or after a deposit the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date in accordance with Article 3.

“U.S. Government Obligations” means direct obligations of the United States which have full faith and credit of the United States pledged for payment and which are not callable at the issuer’s option, or certificates representing an ownership interest in such obligations.

SECTION 8.03. Application of Trust Money.

The Trustee shall hold in trust money or U.S. Government Obligations deposited with it pursuant to Section 8.02. It shall apply the deposited money and the money from U.S. Government Obligations through the Paying Agent and in accordance with this Indenture to the payment of principal and interest on Securities of the defeased series.

SECTION 8.04. Repayment to Company.

The Trustee and the Paying Agent shall promptly turn over to the Company upon written request any money or securities held by them at any time in excess of amounts required under the terms of the Securities Resolution to be held by them.

The Trustee and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal or interest that remains unclaimed for one year. After payment to the Company, Securityholders entitled to the money must look to the Company for payment as unsecured general creditors unless an abandoned property or similar law designates another person.

ARTICLE 9 - AMENDMENTS

SECTION 9.01. Without Consent of Holders.

The Company and the Trustee may amend this Indenture and the Securities without the consent of any Securityholder:

	(1)		to cure any ambiguity, omission, defect or inconsistency;

	(2)		to comply with Article 5;

	(3)		to provide that specific provisions of this Indenture shall not apply to a series not previously issued;

	(4)		to create a series and establish its terms;

	(5)		to provide for a separate Trustee for one or more series; or

	(6)		to make any change that does not materially adversely affect the rights of any Securityholder under this Indenture or the Securities.

SECTION 9.02. With Consent of Holders.

Unless the Securities Resolution otherwise provides, the Company and the Trustee may amend this Indenture and the Securities with the written consent of the Holders of a majority in principal amount of the Securities of all series affected by the amendment voting as one class.

However, without the consent of each Securityholder affected, an amendment under this Section may not:

	(1)		reduce the amount of Securities whose Holders must consent to an amendment;

	(2)		reduce the interest on or change the time for payment of interest on any Security;

	(3)		change the dates on which principal and interest on any Security are payable;

	(4)		change the times at which principal or sinking fund payments are payable pursuant to, or the amounts of principal or sinking fund payments subject to, provisions, if any, relating to mandatory redemption;

	(5)		reduce the principal of any non-Discounted Security or reduce the amount of principal of any Discounted Security that would be due upon an acceleration thereof; or

	(6)		make any change in Section 6.04 or 9.02, except to increase the amount of Securities whose Holders must consent to an amendment or waiver or to provide that other provisions of this Indenture cannot be amended or waived without the consent of each Securityholder affected thereby.

An amendment applicable solely to one or more series, or a provision included solely for the benefit of one or more series, does not affect Securityholders of any other series.

Securityholders need not consent to the exact text of a proposed amendment or waiver; it is sufficient if they consent to the substance thereof.

SECTION 9.03. Compliance with Trust Indenture Act.

Every amendment pursuant to Section 9.01 or 9.02 shall be set forth in a supplemental indenture that complies with the TIA as then in effect.

SECTION 9.04. Effect of Consents.

An amendment or waiver becomes effective in accordance with its terms and thereafter binds every Securityholder entitled to consent to it.

A consent to an amendment or waiver by a Holder of a Security is a continuing consent by the Holder and every subsequent Holder of a Security that evidences the same debt as the consenting Holder’s Security. Any Holder or subsequent Holder may revoke the consent as to his Security if the Trustee receives notice of the revocation before the amendment or waiver becomes effective.

The Company may fix a record date for the determination of Holders entitled to give a consent. The record date shall not be less than 10 nor more than 60 days prior to the first written solicitation of Securityholders.

SECTION 9.05. Notation on or Exchange of Securities.

The Company or the Trustee may place an appropriate notation about an amendment or waiver on any Security thereafter authenticated. The Company may issue in exchange for affected Securities new Securities that reflect the amendment or waiver.

SECTION 9.06. Trustee Protected.

The Trustee need not sign any supplemental indenture that adversely affects its rights.

ARTICLE 10 - MISCELLANEOUS

SECTION 10.01. Trust Indenture Act.

The provisions of TIA §§ 310 through 317 that impose duties on any person (including the provisions automatically deemed included herein unless expressly excluded by this Indenture) are a part of and govern this Indenture, whether or not expressly set forth herein.

If any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the TIA, the required provision shall control.

SECTION 10.02. Notices.

Any notice by one party to another is duly given if in writing and delivered in person, sent by facsimile transmission confirmed by mail or mailed by first-class mail to the other’s address shown below:

	Company:		Southern California Water Company
			630 East Foothill Boulevard
			San Dimas, California 91773
			Attention: Chief Financial Officer

	Trustee:		Chemical Trust Company of California
			300 S. Grand Ave., 2nd Floor
			Los Angeles, California 90071
			Attention: Corporate Trust Department

A party by notice to the other parties may designate additional or different addresses for subsequent notices.

Any notice mailed to a Securityholder shall be mailed to his address shown on the register kept by the Transfer Agent. Failure to mail a notice to a Securityholder or any defect in a notice mailed to a Securityholder shall not affect the sufficiency of the notice mailed to other Securityholders or the sufficiency of any published notice.

If a notice is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If the Company mails a notice to Securityholders, it shall mail a copy to the Trustee and each Agent at the same time.

If in the Company’s opinion it is impractical to mail a notice required to be mailed or to publish a notice required to be published, the Company may give such substitute notice as the Trustee approves. Failure to publish a notice as required or any defect in it shall not affect the sufficiency of any mailed notice.

All notices shall be in the English language, except that any published notice may be in an official language of the county of publication.

A “notice” includes any communication required by this Indenture.

SECTION 10.03. Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall if so requested furnish to the Trustee:

	(1)		an Officer’s Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

	(2)		an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with.

SECTION 10.04. Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

	(1)		a statement that the person making such certificate or opinion has read such covenant or condition;

	(2)		a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

	(3)		as to each certificate, a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

	(4)		a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

SECTION 10.05. Rules by Company and Agents.

The Company may make reasonable rules for action by or at a meeting of Securityholders. An Agent may make reasonable rules and set reasonable requirements for its functions.

SECTION 10.06. Legal Holidays.

A “Legal Holiday” is a Saturday, a Sunday or a day on which banking institutions in California or New York are not required to be open. If a payment date is a Legal Holiday at a place of payment, unless the Securities Resolution otherwise provides, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period.

SECTION 10.07. No Recourse Against Others.

A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Securityholder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities.

SECTION 10.08. Counterparts.

This Indenture may be executed by the parties in counterparts, each of which shall be an original, but all of such counterparts shall together constitute one and the same instrument.

SECTION 10.09. Governing Law.

The laws of the State of California shall govern this Indenture and the Securities, unless federal law governs.

SIGNATURES

SOUTHERN CALIFORNIA WATER
COMPANY

By	/s/ James B. Gallagher
	James B. Gallagher
	Chief Financial Officer

CHEMICAL TRUST COMPANY OF
CALIFORNIA

By	/s/ P. Oswald
	Assistant Vice President

EXHIBIT A

A Form of Security

No.

SOUTHERN CALIFORNIA WATER COMPANY
(Title of Security)

Southern California Water Company
Promises to pay to

or registered assigns
the principal sum of	Dollars on

Interest Payment Dates:
Record Dates:


	Dated:

CHEMICAL TRUST COMPANY OF CALIFORNIA	SOUTHERN CALIFORNIA WATER COMPANY
Transfer Agent and Paying Agent
	by
	President

Authenticated:
(SEAL)
CHEMICAL TRUST COMPANY OF CALIFORNIA	Attest:
Registrar, by	Secretary

Authorized Signature

SOUTHERN CALIFORNIA WATER COMPANY
[Title of Security]

1. Interest. ¹

Southern California Water Company (“Company”), a California corporation, promises to pay interest on the principal amount of this Security at the rate per annum shown above. The Company will pay interest semiannually on and of each year commencing , 19__. Interest on the Securities will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from , 19__. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

2. Method of Payment. ²

The Company will pay interest on the Securities to the persons who are registered holders of Securities at the close of business on the record date for the next interest payment date, except as otherwise provided in the Indenture. Holders must surrender Securities to a Paying Agent to collect principal payments. The Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. The Company may pay principal and interest by check payable in such money. It may mail an interest check to a holder’s registered address.

3. Securities Agents.

Initially, Chemical Trust Company of California, a California Corporation, will act as Paying Agent, Transfer Agent and Registrar. The Company may change any Paying Agent, Transfer Agent or Registrar without notice. The Company or any Affiliate may act in any such capacity. Subject to certain conditions, the Company may change the Trustee.

4. Indenture.

The Company issued the securities of this series (“Securities”) under an Indenture dated as of September 1, 1993 (“Indenture”) between the Company and Chemical Trust Company of California (“Trustee”). The terms of the Securities include those stated in the Indenture and in the Securities Resolution or supplemental indenture creating the Securities and those made part of the Indenture by the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb). Securityholders are referred to the Indenture, the Securities Resolution or supplemental indenture and such Act for a statement of such terms.

5. Optional Redemption. ³

On or after , the Company may redeem all the Securities at any time or some of them from time to time at the following redemption prices (expressed percentages of principal amount), plus accrued interest to the redemption date. If redeemed during the 12-month period beginning,

Year	Percentage	Year	Percentage
and thereafter at 100%.

6. Additional Optional Redemption. ⁶

In addition to redemptions pursuant to the above paragraph(s), the Company may redeem not more than $ principal amount of Securities on and on each thereafter through at a redemption price of 100% of principal amount, plus accrued interest to the redemption date.

7. Notice of Redemption. ⁷

Notice of redemption will be mailed at least 20 days but not more than 60 days before the redemption date to each holder of Securities to be redeemed at his registered address.

8. Denominations, Transfer, Exchange.

The Securities are in registered form without coupons in denominations of $1,000 ⁸ and whole multiples of $1,000. The transfer of Securities may be registered and Securities may be exchanged as provided in the Indenture. The Transfer Agent may require a holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or the Indenture. The Transfer Agent need not exchange or register the transfer of any Security or portion of a Security selected for redemption. Also, it need not exchange or register the transfer of any Securities for a period of 15 days before a selection of Securities to be redeemed.

9. Persons Deemed Owners.

The Registered holder of a Security may be treated as its owner for all purposes.

10. Amendments and Waivers.

Subject to certain exceptions, the Indenture or the Securities may be amended with the consent of the holders of a majority in principal amount of the securities of all series affected by the amendment. ⁹ Subject to certain exceptions, a default on a series may be waived with consent of the holders of a majority in principal amount of the series.

Without the consent of any Securityholder, the Indenture or the Securities may be amended, among other things, to cure any ambiguity, omission, defect or inconsistency; to provide for assumption of Company obligations to Securityholders; or to make any change that does not materially adversely affect the rights of any Securityholder.

11. Absence of Restrictive Covenants. ¹⁰

The Securities are unsecured general obligations of the Company limited to $__________ principal amount. The Indenture does not limit other unsecured debt.

12. Successors.

When a successor assumes all the obligations of the Company under the Securities and the Indenture, the Company will be released from those obligations.

13. Defeasance Prior to Redemption or Maturity. ¹¹

Subject to certain conditions, the Company at any time may terminate some or all of its obligations under the Securities and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Securities to redemption or maturity. U.S. Government Obligations are securities backed by the full faith and credit of the United States of America or certificates representing an ownership interest in such Obligations.

14. Defaults and Remedies.

An event of Default ¹² includes: default for 60 days in payment of interest on the Securities; default for three business days in payment of principal on the Securities; default for three business days in the payment of sinking fund obligation; default by the Company for a specified period after notice to it in the performance of any of its other agreements applicable to the Securities; certain events of bankruptcy or insolvency; and any other Event of Default provided for in the series. If an Event of Default occurs and is continuing, the Trustee or the holders of at least 33-1/3% in principal amount of the Securities may declare the principal ¹³ of all the Securities to be due and payable immediately.

Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing default (except a default in payment of principal or interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trustee.

15. Trustee Dealings with Company.

Chemical Trust Company of California, the Trustee under the Indenture, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with those persons, as if it were not Trustee.

16. No Recourse Against Others.

17. Authentication.

This Security shall not be valid until authenticated by a manual signature of the Registrar.

18. Abbreviations.

Customary abbreviations may be used in the name of a Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entirety), JT TEN (=joint tenants with right of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gifts to Minors Act).

The Company will furnish to any Securityholder upon written request and without charge a copy of the Indenture and the Securities Resolution, which contains the text of this Security in larger type. Requests may be made to: Secretary, Southern California Water Company, 630 East Foothill Boulevard, San Dimas, California 91773.

NOTES TO EXHIBIT A

1		If the Security is not to bear interest at a fixed rate per annum, insert a description of the manner in which the rate of interest is to be determined. If the Security is not to bear interest prior to maturity, so state.

2		If the method of payment is different, insert a statement thereof.

3		If applicable.

4		If applicable.

5		If the Security is a Discounted Security, insert amount to be redeemed or method of calculating such amount.

6		If applicable.

7		If applicable.

8		If applicable. Insert additional or different denominations.

9		If different terms apply, insert a brief summary thereof.

10		If applicable. If covenants apply, insert a brief summary thereof.

11		If applicable. If different defeasance terms apply, insert a brief summary thereof.

12		If additional or different Events of Default apply, insert a brief summary thereof.

13		If the Security is a Discounted Security, set forth the amount due and payable upon an Event of Default.

Note: U.S. tax law may require certain legends on Discounted Securities.

EXHIBIT B

ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to
________________________________

: :

:________________________________:
(Insert assignee’s soc. sec. or tax I.D. no.)





(Print or type assignee’s name, address and zip code)

and irrevocably appoint________________________________________________________________________________
agent to transfer this Security on the books of the Company.
The agent may substitute another to act for him.

Date:			Your Signature:


(Sign exactly as your name appears on the other side of this Security)

FIRST SUPPLEMENTAL INDENTURE

This FIRST SUPPLEMENTAL INDENTURE, is dated as of December 12, 2008 (this “ Supplemental Indenture ”) between Golden State Water Company (formerly known as Southern California Water Company), a corporation duly organized and existing under the laws of the State of California (hereinafter called the “ Company ”), and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A., as successor to JPMorgan Chase Bank, National Association (formerly known as Chemical Trust Company of California, then Chase Manhattan Bank and Trust Company, National Association, and then J.P. Morgan Trust Company, National Association), as Trustee (hereinafter called the “ Trustee ”).

RECITALS

WHEREAS , the Company and the Trustee have executed and delivered an Indenture dated as of September 1, 1993 (the “ Original Indenture ”) providing, among other things, for the issuance from time to time by the Company of its debt securities in one or more series as provided in the Original Indenture;

WHEREAS , the Original Indenture permits the Company and the Trustee to amend the Original Indenture to make any change that does not materially affect the rights of any Securityholder or the Securities without the consent of the Securityholders;

WHEREAS , the Company has duly authorized the execution and delivery of this Supplemental Indenture; and

WHEREAS , all things necessary to make this Supplemental Indenture a valid agreement of the Company, in accordance with its terms, have been done.

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

For and in consideration of the premises, it is mutually covenanted and agreed as follows:

1. Original Indenture Terms . All terms used in this Supplemental Indenture which are defined in the Original Indenture shall have the meanings assigned to them in the Original Indenture. Except as otherwise set forth in any supplemental indenture or Securities Resolution, all references in the Original Indenture to “this Indenture” (and indirect references such as “hereunder,” “hereby” and “herein”) shall be deemed to be references to the Original Indenture as amended by this Supplemental Indenture with respect to all Securities issued after December 1, 2008.

2. Modification of Terms . The Original Indenture is hereby amended as follows with respect to all Securities issued after December 1, 2008:

	(a)		The definition of “Officer” in Section 1.01 of the Original Indenture is amended to read in its entirety as follows:

			“Officer” means the Chief Executive Officer, the President, the Chief Financial Officer, the Chief Operating Officer, any Executive Vice President, any Senior Vice President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary, any Assistant Secretary, the Controller or any Assistant Controller of the Company.

	(b)		The definition of “Opinion of Counsel” in Section 1.01 of the Original Indenture is amended to read in its entirety as follows:

			“Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Company.

	(c)		Section 2.02 of the Original Indenture is amended by adding the following paragraph at the end of Section 2.02:

			Prior to authenticating such Securities, the Trustee shall receive an Opinion of Counsel stating that:

			(1)		The form and terms of such Securities have been established in conformity with the provisions of this Indenture;

			(2)		Such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company enforceable in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or other laws relating to or affecting creditors' rights and by general principles of equity; and

			(3)		All conditions precedent to the execution and delivery by the Company of such Securities have been complied with.

	(d)		Section 4.06 of the Original Indenture is amended by adding the following paragraph at the end of Section 4.06:

			Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which, subject to Section 7.01(a), the Trustee is entitled to conclusively rely exclusively on Officers’ Certificates).

	(e)		Section 7.01 of the Original Indenture is amended to read in its entirety as follows:

(a)	Except during the continuance of an Event of Default,

	(1)	the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

	(2)	in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

	(b)		In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

	(c)		No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

			(1)		This Subsection shall not be construed to limit the effect of Subsection (a) of this Section 7.01;

			(2)		The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;

			(3)		The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the Outstanding Securities of any series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and

			(4)		No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers.

(d)	The Trustee shall have the following additional rights:

	(1)	The Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.

	(2)	Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Certificate or Opinion.

	(3)	The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care, unless such Agent is affiliated with the Trustee.

	(4)	The Trustee may refuse to perform any duty or exercise any right or power which it reasonably believes may expose it to any loss, liability or expense unless it receives indemnity satisfactory to it against such loss, liability or expense.

			(5)		The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

			(6)		The Trustee shall have no duty with respect to a Default unless it has actual knowledge of the Default.

			(7)		The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized and within its powers.

			(8)		Any Agent shall have the same rights and be protected to the same extent as if it were Trustee.

			(9)		The right of the Trustee to perform any discretionary act specified in or contemplated by this Indenture shall not be construed as a duty.

			(10)		Any request or direction of the Company mentioned herein shall be sufficiently evidenced by a written order signed in the name of the Company by any Officer of the Company and delivered to the Trustee or by resolution duly adopted by the Board.

			(11)		The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Trust Officer has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture.

			(12)		In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

	(e)		Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 7.01.

	(f)		Section 7.06 of the Original Indenture is amended by adding the following paragraph at the end of Section 7.06:

			When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 6.01(v) or Section 6.01(vi), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar law.

	(g)		Section 9.06 of the Original Indenture is amended by adding the following paragraph at the end of Section 9.06:

			In executing any supplemental indenture, the Trustee will receive, and (subject to Section 9.01) will be fully protected in relying upon, an Officer's Certificate and an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture.

	(h)		Section 10.02 of the Original Indenture is amended to read in its entirety as follows:

			Any notice by one party to another is duly given if in writing and delivered in person, sent by facsimile or electronic transmission and confirmed by mail or mailed by first-class mail to the other’s address shown below:

			Company: Golden State Water Company 630 East Foothill Boulevard San Dimas, California 91773 Attention: Chief Financial Officer Trustee: The Bank of New York Mellon Trust Company, N.A. 700 South Flower Street, Suite 500 Los Angeles, CA 90017 Attention: Corporate Trust Department

			A party by notice to the other parties may designate additional or different addresses for subsequent notices.

			Any notice mailed to a Securityholder shall be mailed to the address of the Securityholder shown on the register kept by the Transfer Agent. Failure to mail a notice to a Securityholder or any defect in a notice mailed to a Securityholder shall not affect the sufficiency of the notice mailed to other Securityholders or the sufficiency of any published notice.

			If a notice is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

			If the Company mails a notice to Securityholders, it shall mail a copy to the Trustee and each Agent at the same time.

			If in the Company’s opinion it is impractical to mail a notice required to be mailed or to publish a notice required to be published, the Company may give such substitute notice as the Trustee approves. Failure to publish a notice as required or any defect in it shall not affect the sufficiency of any mailed notice.

			All notices shall be in the English language, except that any published notice may be in an official language of the county of publication.

			A “notice” includes any communication required by this Indenture.

3. Continued Applicability . Except as specifically amended, supplemented or deleted by this Supplemental Indenture, all provisions of the Original Indenture shall be applicable for all purposes with respect to the Securities issued after December 1, 2008, and the Original Indenture, as supplemented and amended hereby, is hereby ratified, confirmed and approved with respect to all Securities issued and to be issued thereunder. The Original Indenture as supplemented and amended by this Supplemental Indenture shall be construed as one and the same instrument.

4. Counterparts . This Supplemental Indenture may be executed by the parties in counterparts, each of which shall be an original, but all of such counterparts shall together constitute one and the same instrument.

5. Trustee Disclaimer . The Trustee has not investigated any fact or matter stated in the Recitals.

IN WITNESS WHEREOF , the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first above written.

	GOLDEN STATE WATER COMPANY


	By:		/s/ Floyd E. Wicks
			Name: Floyd E. Wicks
			Title: President & CEO


	THE BANK OF NEW YORK MELLON
	TRUST COMPANY, N.A.


	By:		/s/ Teresa Petta
			Name: Teresa Petta
			Title: Vice President

EXHIBIT 5.01

[LETTERHEAD OF O’MELVENY & MYERS LLP]

December 12, 2008

Golden State Water Company
630 East Foothill Boulevard
San Dimas, California 91773

Re:

Registration of Debt Securities of Golden State Water Company

Ladies and Gentlemen:

We have acted as special counsel to Golden State Water Company, a California corporation (the “Company”), in connection with the preparation of the Registration Statement on Form S-3 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) on December 12, 2008 under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the issuance and sale from time to time, pursuant to Rule 415 of the General Rules and Regulations of the Commission promulgated under the Securities Act, of up to an aggregate of $100,000,000 of debt securities of the Company, in one or more series (the “Debt Securities”), to be issued under the Indenture, dated September 1, 1993 (the “Original Indenture”), between the Company and the Bank of New York Mellon Trust Company, N.A. (the “Trustee”), as supplemented by the First Supplemental Indenture dated as of December 10, 2008 (the “Supplemental Indenture” and, together with the Original Indenture, the “Indenture”).

In our capacity as such counsel, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate and other records and documents as we have considered appropriate including, without limitation:

	(i)		the Registration Statement;

	(ii)		The Indenture, filed as an exhibit to the Registration Statement, under which the Debt Securities are to be issued;

	(iii)		The Restated Articles of Incorporation of the Company, as amended;

	(iv)		The Bylaws of the Company, as amended;

	(v)		The resolutions of the Board of Directors of the Company (the “Board”) adopted at a meeting duly held on October 31, 2008 (the “Board Resolutions”) relating to the filing of the Registration Statement and related matters; and

	(vi)		The resolutions of the issuance committee of the Board duly adopted at a meeting duly held on December 10, 2008 relating to the execution and delivery of the Supplemental Indenture.

As to any facts material to the opinions expressed herein which were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company. In addition, we have obtained and relied upon those certificates of public officials we considered appropriate.

We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. To the extent that the Company’s obligations will depend on the enforceability of a document against other parties to the document, we assume such document is enforceable against the other parties.

On the basis of such examination, our reliance upon the assumptions in this opinion and our consideration of those questions of law we considered relevant, and subject to the limitations and qualifications in this opinion, we are of the opinion that with respect to any series of Debt Securities offered under the Registration Statement (the “Offered Debt Securities”), when (i) the Board of the Company and any issuance committee thereof has taken all necessary corporate action to fix and determine the terms of the Offered Debt Securities in accordance with the resolutions of the Board and any issuance committee thereof; (ii) the terms of the Offered Debt Securities and of their issuance and sale have been duly established in conformity with the Indenture; (iii) the issuance of and sale of the Offered Debt Securities have been duly authorized by the California Public Utilities Commission; (iv) either (a) the Offered Debt Securities have been duly executed and authenticated in accordance with the terms of the Indenture and duly delivered to the purchasers thereof or (b) the book entry of the Offered Debt Securities by the Trustee in the name of The Depository Trust Company (“DTC”) or its nominee has been effected; and (v) the Company receives the agreed-upon consideration therefor, the issuance and sale of the Offered Debt Securities will have been duly authorized by all necessary corporate action on the part of the Company, and the Offered Debt Securities will constitute legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as may be limited by (1) bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws); (2) general principles of equity including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding at law or in equity; (3) requirements that a claim with respect to any Offered Debt Securities denominated other than in United States dollars (or a judgment denominated other than in United States dollars in respect of such claim) be converted into United States dollars at a rate of exchange prevailing on a date determined pursuant to applicable law; and (4) governmental authority which limits, delays or prohibits the making of payments outside the United States or in foreign currency or composite currency.

Notwithstanding the foregoing, the opinions expressed above with respect to the Offered Debt Securities shall be deemed not to address the application of the Commodity Exchange Act, as amended, or the rules, regulations or interpretations of the Commodity Futures Trading Commission to Offered Debt Securities the payment or interest on which will be determined by reference to one or more currency exchange rates, commodity prices, equity indices or other factors.

The law covered by this opinion is limited to the present federal law of the United States and the State of California. We express no opinion as to the laws of any other jurisdiction and no opinion regarding the statutes, administrative decisions, rules and regulations or requirements of any county, municipality or special political subdivision or other local authority of any jurisdiction.

We consent to the use of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “LEGAL MATTERS” in the Registration Statement and the Prospectus which forms a part thereof.

Respectfully submitted,

/s/ O’Melveny & Myers LLP

EXHIBIT 12.01

GOLDEN STATE WATER COMPANY

RATIO OF EARNINGS TO FIXED CHARGES

(In Thousands)

	For The Year Ended December 31


						Nine months
						ended Sept. 30,
	2003	2004	2005	2006	2007	2008

Earnings
Pre-tax income from continuing operations	$22,134	$36,467	$50,401	$39,394	$46,979	$35,448
Add: Fixed charges	17,778	17,982	14,066	20,007	20,967	15,766

Earnings available for fixed charges	39,912	54,449	64,467	59,401	67,946	51,214


Fixed charges
Interest Expense (1)	17,061	17,168	13,288	19,186	20,063	15,035
Interest component of rentals (2)	717	814	778	821	904	731

Total fixed charges	17,778	17,982	14,066	20,007	20,967	15,766



Ratio of earnings to fixed charges	2.25	3.03	4.58	2.97	3.24	3.25

(1) Includes amortization of debt issuance costs.
(2) Reflects one-third of rental expense under operating leases considered to represent an approximate interest factor.

EXHIBIT 23.01

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated March 14, 2008 relating to the financial statements, which appears in Golden State Water Company’s Annual Report on Form 10-K for the year ended December 31, 2007. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Los Angeles, California
December 12, 2008

EXHIBIT 25.01

FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
___________________________
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)

	95-3571558
(State of incorporation	(I.R.S. employer
if not a U.S. national bank)	identification no.)

700 South Flower Street
Suite 500
Los Angeles, California	90017
(Address of principal executive offices)	(Zip code)

___________________________
GOLDEN STATE WATER COMPANY
(Exact name of obligor as specified in its charter)

California	95-1243678
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)


630 East Foothill Boulevard
San Dimas, California	91773
(Address of principal executive offices)	(Zip code)
___________________________

Debt Securities
(Title of the indenture securities)

1.	General information. Furnish the following information as to the trustee:

	(a)	Name and address of each examining or supervising authority to which it is subject.

	Name				Address
	Comptroller of the Currency
	United States Department of the Treasury
					Washington, D.C. 20219
	Federal Reserve Bank				San Francisco, California 94105

	Federal Deposit Insurance Corporation				Washington, D.C. 20429

         (b)       Whether it is authorized to exercise corporate trust powers.

Yes.

2.       Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).

           1.
A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).

2.
A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).

3.
A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).

4.
A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-152875).

6.
The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).

7.
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Los Angeles, and State of California, on the 5th day of December, 2008.

	THE BANK OF NEW YORK MELLON
	TRUST COMPANY, N.A

	By:	/S/ RAYMOND TORRES
	Name:	RAYMOND TORRES
	Title:	ASSISTANT VICE PRESIDENT

EXHIBIT 7

Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 700 South Flower Street, Suite 200, Los Angeles, CA 90017

At the close of business September 30, 2008, published in accordance with Federal regulatory authority instructions.

			Dollar Amounts
			in Thousands
ASSETS
Cash and balances due from
depository institutions:
Noninterest-bearing balances
and currency and coin			8,169
Interest-bearing balances			0
Securities:
Held-to-maturity securities			26
Available-for-sale securities			399,634
Federal funds sold and securities
purchased under agreements to resell:
Federal funds sold			3,800
Securities purchased under agreements to resell			60,000
Loans and lease financing receivables:
Loans and leases held for sale			0
Loans and leases,
net of unearned income			0
LESS: Allowance for loan and
lease losses			0
Loans and leases, net of unearned
income and allowance			0
Trading assets			0
Premises and fixed assets (including
capitalized leases)			11,218
Other real estate owned			0
Investments in unconsolidated
subsidiaries and associated
companies			0
Not applicable
Intangible assets:
Goodwill			876,153
Other intangible assets			279,623
Other assets			150,704
Total assets			$1,789,327

LIABILITIES
Deposits:
In domestic offices		1,047
Noninterest-bearing		1,047
Interest-bearing		0
Not applicable
Federal funds purchased and securities
sold under agreements to repurchase:
Federal funds purchased		0
Securities sold under agreements to repurchase		0
Trading liabilities		0
Other borrowed money:
(includes mortgage indebtedness
and obligations under capitalized
leases)		268,691
Not applicable
Not applicable
Subordinated notes and debentures		0
Other liabilities		141,035
Total liabilities		410,773
Minority interest in consolidated subsidiaries		0

EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		1,000
Surplus (exclude all surplus related to preferred stock)		1,121,520
Retained earnings		253,204
Accumulated other comprehensive
income		2,830
Other equity capital components		0
Total equity capital		1,378,554
Total liabilities, minority interest, and equity capital		1,789,327

I, Karen Bayz, Vice President of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

Karen Bayz ) Vice President

We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

      Michael K. Klugman, President )

      Frank P. Sulzberger, MD )       Directors (Trustees)

      William D. Lindelof, VP )

California	95-1243678
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)

		(b)		Whether it is authorized to exercise corporate trust powers.

		Yes.

2.		Affiliations with Obligor.

		If the obligor is an affiliate of the trustee, describe each such affiliation.

		None.

16.		List of Exhibits.

		Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).

	1.		A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).

	2.		A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).

	3.		A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).

	4.		A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-152875).

	6.		The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).

	7.		A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

Michael K. Klugman, President	)
Frank P. Sulzberger, MD	) Directors (Trustees)
William D. Lindelof, VP	)