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


                                    FORM 8-K


                                 CURRENT REPORT

                         PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of earliest event reported): April 7, 2005

                         California Water Service Group
             (Exact name of registrant as specified in its charter)

          Delaware                    1-13883                77-0448994
          --------                    -------                ----------
(State or other jurisdiction    (Commission File No.)       (IRS Employer
     of incorporation)                                  Identification Number)


         1720 North First Street
          San Jose, California                                    95112
          --------------------                                    -----
(Address of principal executive offices)                        (Zip Code)


                                 (408) 367-8200
              (Registrant's telephone number, including area code)

                                       N/A
          (Former name or former address, if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))

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Item 1.01 Entry into a Material Definitive Agreement.

In response to this Item, the registrant  incorporates by reference the response
to Item 8.01 of this report.


Item 8.01 Other Events.

Prohibition on Option Repricing

In the registrant's  proxy statement dated March 25, 2005 for its annual meeting
of stockholders to be held on April 27, 2005 one of the proposals  submitted for
stockholder vote at the meeting is the registrant's Equity Incentive Plan. Among
other  things,  the Plan  provides for the issuance of stock  options.  Upon the
recommendation  of the  registrant's  Compensation  Committee,  the registrant's
Board of Directors has determined  that an option issued under the Plan will not
be repriced by  lowering  the option  exercise  price or by  cancellation  of an
outstanding option with a subsequent replacement or re-grant of an option with a
lower exercise price,  unless such action has been approved by the  registrant's
stockholders.


                                    SIGNATURE

       Pursuant to the requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, hereunto duly authorized.


Dated: April 7, 2005


                                    CALIFORNIA WATER SERVICE GROUP


                                    By:   /s/ Peter C. Nelson
                                       -----------------------------
                                              Peter C. Nelson
                                       President and Chief Executive Officer
                                          (Duly Authorized Officer)