EXHIBIT 10.4
                               FIRST AMENDMENT TO
                             SAN JOSE WATER COMPANY
                     EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN
                           (Effective January 1, 1992)

The San Jose Water  Company  Executive  Supplemental  Retirement  Plan is hereby
amended effective January 1, 1993 to read as follows:

         FIRST:   Section 3.1 is amended to read as follows:

                  "3.1.  The  retirement  benefits  under  this  Plan to which a
         Participant  shall  be  entitled,  shall  be an  amount  equal  to  the
         difference, if any, between (a) and (b) below:"

                           "(a) Two and two tenths  percent  (2.2%) of the Final
                  Average  Compensation  of  a  Participant  multiplied  by  the
                  Participant's  Years of  Service  (not to exceed  twenty  (20)
                  years);  (ii) one and one  tenth  percent  (1.1%) of the Final
                  Average Compensation  multiplied by the Participant's Years of
                  Service in excess of twenty (20) (not to exceed an  additional
                  ten (10) years); and (iii) Mr. John Weinhardt shall receive an
                  additional eight and one quarter tenths of one percent (.825%)
                  of Final  Average  Compensation  for each year of  service  as
                  President and Chief Executive Officer of the Company; less"

                           "(b) Benefits payable to the Participant from the San
                  Jose Water Company Retirement Plan."

"The amount of the offset in subsection (b) shall be Actuarially Equivalent to a
single life annuity commencing on the Participant's Normal Retirement Date."

         SECOND: Except as provided herein, the San Jose Water Company Executive
Supplemental Retirement Plan shall continue in full force and effect.



IN WITNESS WHEREOF, San Jose Water Company has caused its authorized officers to
affix the corporate name and seal hereto this __ day of ______________, 1993.

San Jose Water Company


By:
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By:
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