10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2008

Commission file number 1-8966

SJW Corp.

(Exact name of registrant as specified in its charter)

California	77-0066628
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
110 W. Taylor Street, San Jose, CA	95110
(Address of principal executive offices)	(Zip Code)

408-279-7800

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes xNo 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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes o   No x

APPLICABLE ONLY TO CORPORATE ISSUERS:

Common shares outstanding as of July 14, 2008 are 18,416,758.

PART I.FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

SJW Corp. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME
(UNAUDITED)
(in thousands, except share and per share data)

	THREE MONTHS					SIX MONTHS
	ENDED JUNE 30					ENDED JUNE 30
	2008			2007		2008			2007
OPERATING REVENUE	$	60,058		55,135		$	101,311		94,152
OPERATING EXPENSE:
Operation:
Purchased water	14,176			13,287		21,172			22,613
Power	2,010			2,264		3,076			3,176
Groundwater extraction charges	9,417			8,555		14,833			12,121
Total production costs	25,603			24,106		39,081			37,910
Administrative and general	5,648			5,265		11,487			11,055
Other	4,069			3,628		7,752			7,249
Maintenance	3,272			2,995		6,316			5,787
Property taxes and other nonincome taxes	1,641			1,574		3,231			3,156
Depreciation and amortization	5,984			5,672		12,047			11,285
Income taxes	4,309			3,835		6,095			5,241
Total operating expense	50,526			47,075		86,009			81,683
OPERATING INCOME	9,532			8,060		15,302			12,469
OTHER (EXPENSE) INCOME:
Interest on senior notes	(3,117		)	(2,713	)	(6,169		)	(5,453	)
Mortgage and other interest expense	(566		)	(491	)	(1,141		)	(942	)
Dividends	321			319		643			638
Other, net	108			231		361			816
NET INCOME	6,278			5,406		8,996			7,528
Other comprehensive (loss):
Unrealized (loss) on investment	(5,917		)	(913	)	(4,675		)	(3,201	)
Less: income taxes related to other comprehensive (loss)	2,426			374		1,917			1,312
Other comprehensive (loss), net	(3,491		)	(539	)	(2,758		)	(1,889	)
COMPREHENSIVE INCOME	$	2,787		4,867		$	6,238		5,639
EARNINGS PER SHARE
Basic	$	0.34		0.30		$	0.49		0.41
Diluted	$	0.34		0.29		$	0.48		0.41
DIVIDENDS PER SHARE	$	0.16		0.15		$	0.32		0.30
WEIGHTED AVERAGE SHARES OUTSTANDING
Basic	18,403,322			18,324,819		18,390,407			18,312,604
Diluted	18,596,276			18,539,267		18,594,329			18,528,363

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

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SJW Corp. and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands, except share and per share data)

	JUNE 30		DECEMBER 31
	2008		2007
ASSETS
Utility plant:
Land	$	5,704	5,695
Depreciable plant and equipment	820,732		778,277
Construction in progress	11,208		24,298
Intangible assets	8,040		8,040
	845,684		816,310
Less accumulated depreciation and amortization	265,194		255,025
	580,490		561,285
Real estate investment	88,029		88,029
Less accumulated depreciation and amortization	4,672		3,834
	83,357		84,195
CURRENT ASSETS:
Cash and cash equivalents	1,836		2,354
Accounts receivable:
Customers, net of allowances for uncollectible accounts	14,391		10,390
Income tax	1,030		2,557
Other	1,557		1,222
Accrued unbilled utility revenue	18,265		12,654
Materials and supplies	844		782
Prepaid expenses	1,177		1,632
	39,100		31,591
OTHER ASSETS:
Investment in California Water Service Group	36,045		40,720
Unamortized debt issuance and reacquisition costs	3,257		3,345
Regulatory assets	44,088		44,712
Other	1,609		1,478
	84,999		90,255
	$	787,946	767,326

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

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SJW Corp. and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

(in thousands, except share and per share data)

	JUNE 30		DECEMBER 31
	2008		2007
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
Shareholders’ equity:
Common stock, $0.521 par value; authorized 36,000,000 shares; issued and outstanding 18,416,758 shares on June 30, 2008 and 18,333,483 in 2007	$	9,592	9,564
Additional paid-in capital	19,738		18,723
Retained earnings	198,302		195,331
Accumulated other comprehensive income	10,558		13,316
Total shareholders’ equity	238,190		236,934
Long-term debt, less current portion	217,033		216,312
	455,223		453,246
CURRENT LIABILITIES:
Line of credit	15,500		5,000
Current portion of long-term debt	643		622
Accrued groundwater extraction charges and purchased water	9,065		5,595
Purchased power	1,499		514
Accounts payable	6,194		9,268
Accrued interest	4,567		4,522
Accrued taxes	395		791
Accrued payroll	2,847		2,583
Other current liabilities	4,307		4,059
	45,017		32,954
DEFERRED INCOME TAXES	75,709		74,643
UNAMORTIZED INVESTMENT TAX CREDITS	1,705		1,735
ADVANCES FOR CONSTRUCTION	75,359		74,518
CONTRIBUTIONS IN AID OF CONSTRUCTION	103,722		100,649
DEFERRED REVENUE	1,270		1,313
POSTRETIREMENT BENEFIT PLANS	24,816		23,357
OTHER NONCURRENT LIABILITIES	5,125		4,911
COMMITMENTS AND CONTINGENCIES	—		—
	$	787,946	767,326

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

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SJW Corp. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

(in thousands)

	SIX MONTHS ENDED JUNE 30
	2008			2007
OPERATING ACTIVITIES:
Net income	$	8,996		7,528
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	12,047			11,285
Deferred income taxes	1,036			(2,975	)
Share-based compensation	292			372
Changes in operating assets and liabilities:
Accounts receivable and accrued unbilled utility revenue	(9,948		)	(8,450	)
Accounts payable, purchased power and other current liabilities	381			(1,364	)
Accrued groundwater extraction charges and purchased water	3,469			7,021
Accrued taxes	1,131			3,316
Accrued interest	45			501
Accrued payroll	264			(165	)
Prepaid expenses and materials and supplies	394			495
Postretirement benefits	1,520			1,841
Other noncurrent assets and noncurrent liabilities	2,830			2,826
Other changes, net	362			1,632
NET CASH PROVIDED BY OPERATING ACTIVITIES	22,819			23,863
INVESTING ACTIVITIES:
Additions to utility plant	(33,654		)	(29,876	)
Additions to nonutility property	—			(48,245	)
Cost to retire utility plant, net of salvage	(44		)	(677	)
Sale proceeds from trust account	—			31,261
NET CASH USED IN INVESTING ACTIVITIES	(33,698		)	(47,537	)
FINANCING ACTIVITIES:
Borrowings from line of credit	14,450			8,800
Repayments of line of credit	(3,950		)	(20,800	)
Long-term borrowings	1,069			33,500
Repayments of long-term borrowings	(327		)	(330	)
Dividends paid	(5,934		)	(5,538	)
Exercise of stock options and similar instruments	428			787
Tax benefits realized from share options exercised	324			381
Receipts of advances and contributions in aid of construction	5,233			9,840
Refunds of advances for construction	(932		)	(1,061	)
NET CASH PROVIDED BY FINANCING ACTIVITIES	10,361			25,579
NET CHANGE IN CASH AND CASH EQUIVALENTS	(518		)	1,905
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	2,354			3,788
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1,836		5,693
Cash paid during the period for:
Interest	$	7,555		6,233
Income taxes	1,015			966
Supplemental disclosure of non-cash activities:
Decrease in accrued payables for additions to utility plant	(2,260		)	(272	)
Amortization of debt issuance costs	93			91
Decrease in real estate investments due to transfer to utility property	—			3,035
Utility property installed by developers	1,152			—

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

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SJW CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2008

(in thousands, except share and per share data)

Note 1.General

In the opinion of SJW Corp., the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary for the fair presentation of the results for the interim periods. These adjustments consist only of normal recurring adjustments.

The Notes to Consolidated Financial Statements in SJW Corp.’s 2007 Annual Report on Form 10-K should be read with the accompanying condensed consolidated financial statements.

Water sales are seasonal in nature.  The demand for water, especially by residential customers, is generally influenced by weather conditions.  The timing of precipitation and climatic conditions can cause seasonal water consumption by residential customers to vary significantly.  Due to the seasonal nature of the water business, the operating results for interim periods are not indicative of the operating results for a 12-month period.  Revenue is generally higher in the warm, dry summer months when water usage and sales are greater and lower in the winter when cooler temperatures and increased rainfall curtail water usage and sales.

Basic earnings per share is calculated using income available to common shareholders, divided by the weighted average number of shares outstanding during the period.  Diluted earnings per share is calculated using income available to common shareholders divided by the weighted average number of common shares including both shares outstanding and shares potentially issued in connection with stock options, deferred restricted common stock awards under SJW Corp.’s Long-Term Incentive Plan (the “Incentive Plan”) and shares potentially issued under the Employee Stock Purchase Plan.

For the three months ended June 30, 2008 and 2007, the basic weighted average number of common shares was 18,403,322 and 18,324,819, respectively.  For the six months ended June 30, 2008 and 2007, the basic weighted average number of common shares was 18,390,407 and 18,312,604, respectively.  For the three months ended June 30, 2008 and 2007, the diluted weighted average number of common shares was 18,596,276 and 18,539,267, respectively.  For the six months ended June 30, 2008 and 2007, the diluted weighted average number of common shares was 18,594,329 and 18,528,363, respectively.  For the six months ended June 30, 2008, 13,011 common stock units and for the three and six months ended June 30, 2007, 494 shares in the Employee Stock Purchase Plan were excluded from the dilutive calculation because they were anti-dilutive.

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Note 2.   Long-Term Incentive Plan and Share-Based Payments

Common Shares

On January 1, 2006, SJW Corp. adopted Statement of Financial Accounting Standards No. 123R, “Share-Based Payment” (“SFAS 123R”), which requires the measurement and recognition of compensation expense based on the estimated fair value for all share-based payment awards.

As of June 30, 2008, SJW Corp.’s Long-Term Incentive Plan (as amended, the “Incentive Plan”) allows non-employee directors of SJW Corp. to receive awards, authorizes the plan administrator to grant stock appreciation rights, and lists the performance criteria for performance shares.  In addition, the Incentive Plan allows SJW Corp. to provide employees, including officers, and non-employee directors, the opportunity to acquire an equity interest in SJW Corp.  The types of awards included in the Incentive Plan are stock options, dividend units, performance shares, rights to acquire restricted stock and stock bonuses.  In addition, shares are issued under the Employee Stock Purchase Plan (“ESPP”).  The remaining shares available for issuance under the Incentive Plan are 1,309,819.  As of June 30, 2008, 353,974 shares are issuable upon the exercise of outstanding options, restricted stock units and deferred stock units.  The total compensation cost charged to income under the Incentive Plan for the three and six months ended June 30, 2008 was $154 and $292, respectively, and for the three and six months ended June 30, 2007, was $164 and $372, respectively.

SJW Corp. utilizes the Black-Scholes option-pricing model to determine the fair value of stock options and ESPP awards under SFAS 123R.  The Black-Scholes option-pricing model incorporates various subjective assumptions including expected volatility, expected term, expected dividend yield and interest rates.  The expected volatility for both stock options and ESPP awards is estimated by historical stock price volatility over the estimated expected term of SJW Corp.’s share-based awards.  The expected term of SJW Corp.’s share-based awards are based on historical experience.

Stock Options

No options were granted during the six months ending June 30, 2008 and 2007.

For the six months ended June 30, 2008, after taking into consideration the relevant facts and circumstances, SJW Corp. does not project any foreseeable terminations which could lead to forfeiture of unvested options.  SJW Corp. has recognized share-based compensation expense for the stock options granted under the Incentive Plan of $14 and $29 for the three and six months ended June 30, 2008, respectively, and $26 and $59 for the three and six months ended June 30, 2007, respectively.  As of June 30, 2008, total unrecognized compensation costs related to stock options amounted to $40.  These costs are expected to be recognized over a weighted average period of 1.0 year.

SFAS 123R requires the cash flows resulting from the tax benefits for deductions in excess of the compensation expense recorded for those options (excess tax benefits) to be classified as cash from financing activities.  For the three and six months ended June 30, 2008, total cash received on exercise of options amounted to $71 and the excess tax benefits realized from stock options

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exercised amounted to $19.  For the three and six months ended June 30, 2007, total cash received on exercise of options amounted to $95 and $589, respectively, and the excess tax benefits realized from stock options exercised amounted to $33 and $229, respectively.

Deferred Restricted Stock and Deferral Election Programs and Restricted Stock Awards

Under SJW Corp.’s Amended and Restated Deferred Restricted Stock Program (the “Deferred Restricted Stock Program”), SJW Corp. granted deferred restricted stock units to non-employee Board members.  This program was amended effective January 1, 2008.  As a result of that amendment, no new awards of deferred restricted stock units will be made under the Deferred Restricted Stock Program with respect to service after December 31, 2007.  In addition, SJW Corp.’s Deferral Election Program, as amended (the “Deferral Program”), includes retainer fees and meeting fees earned for the calendar year 2007 to be deferred into deferred restricted stock units. Prior to 2007, only retainer fees were allowed to be converted under the Deferral Program.  The retainer fees and meeting fees are collectively referred to as the “Annual Service Fees.”  For any post-2007 calendar year, the Annual Service Fees that are deferred will be credited as a dollar amount to a deferred election account, and will no longer be deferred into deferred restricted stock units.

As of June 30, 2008 a total of 34,512 shares of common stock were distributed to a retired member of SJW Corp.’s Board of Directors.  Additionally, SJW Corp. paid cash in the amount of $4 to settle the dividend equivalent rights earned for those shares with a lump-sum distribution.  The excess tax benefits realized from the distribution of common stock to a retired member of the Board of Directors amounted to $266.

As of June 30, 2008, a total of 21,000 restricted and deferred restricted stock units were granted to a key employee of SJW Corp.  which includes 7,000 performance-based restricted stock units that will convert into shares of SJW Corp.’s common stock at the end of a three year period if specific performance goals are attained.  These units do not include dividend equivalent rights.  The fair value of the performance-based restricted awards was estimated using the fair value of SJW Corp.’s common stock with the effect of market condition and no dividend yield on the date of grant, and assumes the performance goals will be attained.  Share-based compensation expense is recognized at $11.71 per unit.  If such goals are not met and requisite service is not rendered, no compensation cost will be recognized and any recognized compensation cost will be reversed.

Additionally, 7,258 shares of restricted stock units were granted to several executives of SJW Corp. under the Company’s Long-Term Incentive Plan.  These units will vest in four successive annual installments upon completion of each year of service with no dividend equivalent rights.  Share based compensation expense is recognized at grant date fair value of $31.32 per unit.

SJW Corp. has recognized an aggregate share-based compensation expense of $139 and $263 for the three and six months ended June 30, 2008, respectively, and $138 and $314 for the three and six months ended June 30, 2007, respectively, related to restricted and deferred restricted stock awards to employees.  No share based compensation expense was recognized for the three and six months ended June 30, 2008, related to restricted and deferred restricted stock awards to non-employee Board members.  SJW Corp. has recognized an aggregate share-based compensation expense of $41 and $140 for the three and six months ended June 30, 2007, respectively, related to restricted and deferred restricted stock awards to non-employee Board members.  As of June 30, 2008, the total unrecognized compensation costs were $1,217.  These costs are expected to be recognized over a weighted average period of 2.14 years.

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For the three and six months ended June 30, 2008, the tax benefit realized from restricted stock units and deferred stock units issuance amounted to $266 and $305, respectively.  For the three and six months ended June 30, 2007, the tax benefit realized from restricted stock units and deferred stock units issuance amounted to $131 and $151, respectively.

Dividend Equivalent Rights

Under the Incentive Plan, holders of options, restricted stock and deferred restricted stock awards may have the right to receive dividend equivalent rights (“DERs’”) each time a dividend is paid on common shares after the grant date. Stock compensation on DERs’ is recognized as a liability and recorded against retained earnings on the date dividends are issued. For the three and six months ended June 30, 2008, $41 and $88, respectively, related to DERs’ were recorded against retained earnings and were accrued as a liability. For the three and six months ending June 30, 2007, $55 and $118, respectively, related to DERs’ were recorded against retained earnings and were accrued as a liability.

SJW Corp.’s Deferred Restricted Stock and Deferral Election Programs for non-employee Board members were amended effective January 1, 2008, to allow the DERs’ with respect to the deferred shares to remain in effect only through December 31, 2017. Accordingly, the last DERs’ conversion into deferred restricted stock units will occur on the first business day in January 2018. Previously, no such time limitation was placed in the Deferral Election Program.

Employee Stock Purchase Plan

The ESPP allows eligible employees to purchase shares of SJW Corp.’s common stock at 85% of the fair market value of shares on the purchase date. Under the ESPP, employees can designate up to a maximum of 10% of their base compensation for the purchase of shares of common stock, subject to certain restrictions. A total of 270,400 shares of common stock have been reserved for issuance under the ESPP.

After considering the estimated employee terminations or withdrawals from the plan before the purchase date, SJW Corp’s. related ESPP expenses were $15 and $33 for the three and six months ended June 30, 2008, respectively, and $16 and $32 for the three and six months ended June 30, 2007, respectively, related to the ESPP.

The total unrecognized compensation costs related to the semi-annual offering period that ends July 31, 2008 for the ESPP is approximately $7. This cost is expected to be recognized during the third quarter of 2008.

Note 3.   Nonregulated Business

The regulated activities of SJW Corp. consist of its subsidiaries, San Jose Water Company, a public utility regulated by the California Public Utilities Commission (“CPUC”) that operates within a service area approved by the CPUC, and Canyon Lake Water Service Company, which is regulated by the Texas Commission on Environmental Quality.  The nonregulated businesses of SJW Corp. are comprised of operating the City of Cupertino Municipal Water Systems and

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lease operations of eight commercial buildings and properties of SJW Land Company.  The following table represents the distribution of the regulated and nonregulated business activities for the three and six months ended June 30, 2008 and 2007:

	Three Months Ended June 30, 2008						Three Months Ended June 30, 2007
			Non					Non
	Regulated		Regulated		Total		Regulated	Regulated	Total
Revenue	$	57,075	$	2,983	$	60,058	52,153	2,982	55,135
Expenses	48,422		2,104		50,526		45,105	1,970	47,075
Operating income	$	8,653	$	879	$	9,532	7,048	1,012	8,060

	Six Months Ended June 30, 2008									Six Months Ended June 30, 2007
				Non							Non
	Regulated			Regulated			Total			Regulated	Regulated	Total
Revenue	$	95,791		$	5,520		$	101,311		88,728	5,424	94,152
Expenses	82,290			3,719			86,009			77,762	3,921	81,683
Operating income	$		13,501	$		1,801	$		15,302	10,966	1,503	12,469

Note 4.   Real Estate Investments

The major components of real estate investments as of June 30, 2008 and December 31, 2007 are as follows:

	June 30, 2008		December 31, 2007
Land	$	22,369	22,369
Buildings and improvements	65,429		65,429
Intangibles	231		231
Subtotal	88,029		88,029
Less: accumulated depreciation and amortization	4,672		3,834
Total	$	83,357	84,195

Depreciation is computed using the straight-line method over the estimated service lives of the assets, ranging from 5 to 39 years.

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Note 5.   Employee Benefit Plans

The components of net periodic benefit costs for San Jose Water Company’s pension plan, Executive Supplemental Retirement Plan and other postretirement benefit plan for the three and six months ended June 30, 2008 and 2007 are as follows:

	Three Months Ended June 30					Six Months Ended June 30
	2008			2007		2008			2007
Service cost	$	557		620		$	1,114		1,240
Interest cost	1,150			1,068		2,300			2,137
Other cost	266			369		532			738
Expected return on assets	(944		)	(885	)	(1,887		)	(1,771	)
	$	1,029		1,172		$	2,059		2,344

In 2008, SJW Corp. expects to make a contribution of $3,000 and $361 to the pension plan and other postretirement benefit plan, respectively.

Note 6.   Segment Reporting

SJW Corp. is a holding company with three subsidiaries: (i) San Jose Water Company, a water utility operation with both regulated and nonregulated businesses, (ii) SJW Land Company and its consolidated variable interest entity, 444 West Santa Clara Street, L.P., which operates commercial building rentals (“Real Estate Services”) and (iii) SJWTX, Inc., which is doing business as Canyon Lake Water Service Company (“CLWSC”), a regulated water utility located in Canyon Lake, Texas.  In accordance with Statement of Financial Accounting Standards No. 131, “Disclosures about Segments of an Enterprise and Related Information,” SJW Corp. has determined that it has two reportable business segments.  The first segment is that of providing water utility and utility related services to its customers, provided through SJW Corp.’s subsidiaries, San Jose Water Company and CLWSC, together referred to as the “Water Utility Services”.  The second segment is property management and investment activity conducted by SJW Land Company, the “Real Estate Services”.

SJW Corp.’s reportable segments have been determined based on information used by the chief operating decision maker. SJW Corp.’s chief operating decision maker is its President and Chief Executive Officer (“CEO”).  The CEO reviews financial information presented on a consolidated basis that is accompanied by disaggregated information about operating revenue, net income and total assets, by subsidiaries.

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The tables below set forth information relating to SJW Corp.’s reportable segments.  Certain allocated assets, revenue and expenses have been included in the reportable segment amounts.  Other business activity of SJW Corp. not included in the reportable segments is included in the “All Other” category.

	Three Months Ended June 30, 2008
	Water Utility	Real Estate	All		SJW
	Services	Services	Other*		Corp.
Operating revenue	58,361	1,697	—		$	60,058
Operating expense	49,487	824	215		$	50,526
Net income	5,904	345	29		$	6,278
Depreciation and amortization	5,565	419	—		$	5,984
Interest expense	3,134	510	39		$	3,683
Income tax expense (benefit) in operations income	4,186	212	(89	)	$	4,309
Assets	667,022	84,686	36,238		$	787,946

	Three Months Ended June 30, 2007
	Water Utility	Real Estate	All		SJW
	Services	Services	Other*		Corp.
Operating revenue	53,414	1,721	—		$	55,135
Operating expense	46,101	757	217		$	47,075
Net income	4,832	480	94		$	5,406
Depreciation and amortization	5,296	376	—		$	5,672
Interest expense	2,718	466	20		$	3,204
Income tax expense (benefit) in operations income	3,556	304	(25	)	$	3,835
Assets	618,651	85,885	41,387		$	745,923

	Six Months Ended June 30, 2008
	Water Utility Services	Real Estate Services	All Other*		SJW Corp.
Operating revenue	97,937	3,374	—		$	101,311
Operating expense	84,025	1,572	412		$	86,009
Net income	8,146	747	103		$	8,996
Depreciation and amortization	11,208	839	—		$	12,047
Interest expense	6,189	1,037	84		$	7,310
Income tax expense (benefit) in operations income	5,799	465	(169	)	$	6,095
Assets	667,022	84,686	36,238		$	787,946

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	Six Months Ended June 30, 2007
	Water Utility Services	Real Estate Services	All Other*		SJW Corp.
Operating revenue	90,900	3,141	111		$	94,152
Operating expense	79,480	1,514	689		$	81,683
Net income	6,362	1,023	143		$	7,528
Depreciation and amortization	10,599	679	7		$	11,285
Interest expense	5,537	838	20		$	6,395
Income tax expense (benefit) in operations income	4,660	665	(84	)	$	5,241
Assets	618,651	85,885	41,387		$	745,923

*The “All Other” category includes SJW Corp. without regard to its subsidiaries.  Please refer to Notes to Consolidated Financial Statements in SJW Corp.’s 2007 Annual Report on Form 10-K.

Note 7.   Long-Term Liabilities

SJW Corp.’s contractual obligations and commitments include senior notes, mortgages and other obligations.  San Jose Water Company, a subsidiary of SJW Corp., has received advance deposit payments from its customers on construction projects.  Refunds of the advance deposit payments constitute an obligation of San Jose Water Company.

Note 8.   Adoption of Financial Accounting Standards Board Interpretation No. 48

SJW Corp. adopted the provisions of Financial Accounting Standards Board Interpretation No. 48, “Accounting for Uncertainty in Income Taxes,” on January 1, 2007.  The total amount of unrecognized tax benefits, before the impact of deductions for state taxes, excluding interest and penalties was $1,438 and $1,407 as of June 30, 2008 and 2007, respectively.  The amount of tax benefits, net of any federal benefits for state taxes and inclusive of interest that would impact the effective rate, if recognized, is approximately $689 and $662 as of June 30, 2008 and 2007, respectively.

SJW Corp.’s policy is to classify interest and penalties associated with unrecognized tax benefits, if any, in tax expense. Accrued interest expense, net of the benefit of tax deductions which would be available on the payment of such interest, is approximately $77 and $90 for the three and six months ended June 30, 2008, respectively, and $79 and $91 for the three and six months ended June 30, 2007, respectively. SJW Corp. has not accrued any penalties for unrecognized tax benefits.

SJW Corp. anticipates that its unrecognized tax benefits balance will be reduced by approximately $295 within the next 12 months following June 30, 2008 due to the lapsing statute of limitations.  As of June 30, 2008, a reduction of $202 was recorded to unrecognized tax benefits as a result of a lapse of the applicable statute of limitations.

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SJW Corp. files U.S. federal income tax returns and income tax returns in various states.  The open tax years for the jurisdictions in which SJW Corp. files are as follows:

Jurisdiction	Years Open
Federal	2004 – 2007
California	2003 – 2007
Arizona	2006 – 2007
Connecticut	2003 – 2007
Florida	2003 – 2007
Tennessee	2007
Texas	2005 – 2007

Note 9.   Fair Value Measurement

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 (“SFAS 157”), “Fair Value Measurements”, which is effective for fiscal years beginning after November 15, 2007 and for interim periods within those years.  SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements.  It also applies under other accounting pronouncements that require or permit fair value measurements.  The fair value hierarchy for disclosure of fair value measurements under SFAS 157 is as follows:

Level 1:	Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2:	Quoted prices, other than quoted prices included in Level 1, that are observable for the assets or liabilities, either directly or indirectly.
Level 3:	Inputs that are unobservable for the assets or liabilities.

The following table summarizes the assets and liabilities measured at fair value on a recurring basis as required by SFAS 157, as of June 30, 2008:

	Balance as of June 30, 2008		Level 1		Level 2	Level 3
Assets:
Investment in California Water Service Group	$	36,045	$	36,045	—	—
Liabilities:
Postretirement Benefit Plans	$	24,816	$	24,816	—	—

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The FASB has also issued FASB Staff Positions (“FSP”) 157-1 and 157-2. FSP 157-1 amends SFAS 157 to exclude SFAS No. 13 “Accounting for Leases,” and other accounting pronouncements that address fair value measurements for purposes of lease classification or measurement. FSP 157-2 defers the effective date of SFAS 157 for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually).  Nonfinancial assets and nonfinancial liabilities would include all assets and liabilities other than those meeting the definition of a financial asset or financial liability as defined in paragraph 6 of SFAS 159, “The Fair Value Option for Financial Assets and Financial Liabilities.” FSP 157-2 defers the effective date of SFAS 157 to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years for items within the scope of FSP 157-2. SJW Corp. has evaluated the impact of FSP 157-2 and have determined that it will not have a material impact on SJW Corp.’s financial position, results of operations or cash flows.

In  February  2007,  the  FASB  issued  Statement  of  Financial Accounting Standards No. 159 (“SFAS 159”), “The Fair Value Option for Financial Assets and  Financial Liabilities.” SFAS 159 permits entities to choose to measure many  financial instruments and certain other items at fair value. SFAS 159 is  effective  for  financial  statements issued for fiscal years beginning after  November  15,  2007,  provided  the  entity also elects to apply the provisions of SFAS 157. SJW Corp. has adopted SFAS 159 and have elected not to  measure  any  additional  financial instruments and other items at fair value.  SJW  Corp.’s adoption of SFAS 159 did not have a material impact on SJW Corp.’s financial position, results of operations or cash flows.

Note 10.   Commitment

On April 17, 2006, San Jose Water Company entered into an agreement with Adobe Systems Incorporated (“Adobe”) for Adobe to purchase approximately one acre of property and buildings located in San Jose, California for a total purchase price of approximately $4,000.  The agreement includes an option for San Jose Water Company to lease-back the buildings until June 2008.  The transaction needs to be approved by the CPUC since the property and buildings are utility plant assets. On November 14, 2007, San Jose Water Company entered into a reverse exchange transaction for a property in San Jose, California, which will be the replacement property for the property that San Jose Water Company has entered into an agreement with Adobe to sell.  San Jose Water Company has submitted the required documents to the CPUC to seek approval.  To date, the CPUC approval has not been obtained for the sale of this property.  As a result, the conditions of the reverse exchange have not been met and therefore the sale of this property will not qualify for the treatment as a 1031 reverse exchange.  Until the CPUC approves the sale of such property, it is not available for immediate sale and therefore will continue to be classified as a utility plant asset, rather than as an asset held-for-sale, in accordance with Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.”

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ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

(in thousands, except share and per share data)

The information in this Item 2 should be read in conjunction with the financial information and the notes thereto included in Item 1 of this Form 10-Q and the consolidated financial statements and notes thereto and the related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in SJW Corp.’s Annual Report on Form 10-K for the year ended December 31, 2007.

This report contains forward-looking statements within the meaning of the federal securities laws relating to future events and future results of SJW Corp. and its subsidiaries that are based on current expectations, estimates, forecasts, and projections about SJW Corp. and the industries in which SJW Corp. operates and the beliefs and assumptions of the management of SJW Corp.  Such forward-looking statements are identified by words including “expect,” “estimate,” “anticipate,” “intends,” “plans,” “may,” “should,” “will,” and similar expressions.  These forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict.  Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Important factors that could cause or contribute to such differences include, but are not limited to, those discussed in this report and our most recent Form 10-K filed with the Securities and Exchange Commission (the “SEC”) under the item entitled “Risk Factors,” and in other reports SJW Corp. files with the SEC, specifically the most recent reports on Form 10-Q and Form 8-K, each as it may be amended from time to time. SJW Corp. undertakes no obligation to update the information contained in this report, including the forward-looking statements to reflect any event or circumstance that may arise after the date of this report.

General:

SJW Corp. is a holding company with three subsidiaries.

San Jose Water Company, a wholly owned subsidiary of SJW Corp., is a public utility in the business of providing water service to approximately 225,000 connections that serve a population of approximately one million people in an area comprising approximately 138 square miles in the metropolitan San Jose, California area.

The principal business of San Jose Water Company consists of the production, purchase, storage, purification, distribution, and retail sale of water.  San Jose Water Company provides water service to customers in portions of the cities of Cupertino and San Jose and the cities of Campbell, Monte Sereno, Saratoga, and the Town of Los Gatos, and adjacent unincorporated territory, all in the County of Santa Clara in the State of California. San Jose Water Company distributes water to customers in accordance with accepted water utility methods which include pumping from storage and gravity feed from high elevation reservoirs. San Jose Water Company also provides nonregulated water related services under agreements with municipalities.  These nonregulated services include full water system operations, billing and cash remittance services.

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San Jose Water Company has utility property including land held in fee, impounding reservoirs, diversion facilities, wells, distribution storage and all water facilities and other property necessary to provide utility service to its customers.  Under Section 851 of the Public Utilities Code, properties currently used and useful in providing utilities services can not be disposed of unless California Public Utilities Commission (“CPUC”) approval is obtained.

San Jose Water Company also has approximately 1,500 acres of nonutility property which has been identified as no longer used and useful in providing utility services.  Approximately 16 acres of the nonutility property are located in the vicinity of the San Jose Metropolitan area.  The remaining properties are located in the hillside area adjacent to San Jose Water Company’s watershed properties.

SJW Land Company, a wholly owned subsidiary of SJW Corp., owns the following properties:

Description	Location	Acreage	Square Footage	Percentage of SJW Land Company Revenue
2 Commercial buildings	San Jose, California	2	28,000	13%
Warehouse building	Windsor, Connecticut	17	170,000	11%
Warehouse building	Orlando, Florida	8	147,000	6%
Retail building	El Paso, Texas	2	14,000	5%
Warehouse building	Phoenix, Arizona	11	176,000	12%
Warehouse building	Knoxville, Tennessee	29	346,000	22%
Commercial building	Knoxville, Tennessee	15	148,000	31%
Undeveloped land	Knoxville, Tennessee	10	N/A	N/A
Undeveloped land	San Jose, California	5	N/A	N/A

The California properties include a 70% limited partnership interest in 444 West Santa Clara Street, L.P. The limited partnership has been determined to be a Variable Interest Entity within the scope of FASB Interpretation No. 46R (“FIN46R”), “Consolidation of Variable Interest Entities”, with SJW Land Company as the primary beneficiary, and as a result, it has been consolidated with SJW Land Company.

Canyon Lake Water Service Company (“CLWSC”) provides service to approximately 8,600 connections that serve approximately 36,000 residents in a service area comprising more than 78 square miles in the growing region between San Antonio and Austin, Texas.

SJW Corp. also owns 1,099,952 shares of California Water Service Group, which represents approximately 5% of that company’s outstanding shares as of June 30, 2008.

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Business Strategy:

SJW Corp. focuses its business initiatives in four strategic areas:

(1)Regional regulated water utility operations.

(2)Regional nonregulated water utility related services provided in accordance with the guidelines established by the CPUC.

(3)Real estate investment activities in SJW Land Company.

(4)Out-of-region water and utility related services, primarily in the Western United States.

Regional Regulated Activities

SJW Corp.’s regulated utility operation is conducted through San Jose Water Company, a wholly owned water utility subsidiary that provides water service to the greater metropolitan San Jose area, and CLWSC, a 97.5% owned regulated water utility subsidiary in the state of Texas.  SJW Corp. plans and applies a diligent and disciplined approach to improving and maintaining its water system infrastructure. It also seeks to acquire regulated water systems adjacent to or near its existing service territory.

Regional Nonregulated Activities

Operating in accordance with guidelines established by the CPUC, San Jose Water Company provides nonregulated water services under agreements with municipalities and other utilities.  Nonregulated services include water system operations, billing and cash remittance processing, maintenance services, and telecommunication antenna leasing.

San Jose Water Company also seeks appropriate nonregulated business opportunities that complement its existing operations or that allow it to extend its core competencies beyond existing operations.  San Jose Water Company seeks opportunities to fully utilize its capabilities and existing capacity by providing services to other regional water systems, benefiting its existing regional customers through increased efficiencies.

Real Estate Investment

SJW Land Company’s real estate investments diversifies SJW Corp.’s asset base and balances SJW Corp.’s concentration in regulated assets.  SJW Land Company implements its real estate investment strategy by exchanging selected real estate assets for investments with a capital structure and risk and return profile that is consistent with SJW Corp.’s consolidated capital structure and risk and return profile.

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Out-of-Region Opportunities

SJW Corp. also from time to time, pursues opportunities to participate in out-of-region water and utility related services, particularly regulated water businesses, in the Western United States.  SJW Corp. evaluates out-of-region and out-of-state opportunities that meet SJW Corp.’s risk and return profile.

The factors SJW Corp. considers in evaluating such opportunities include:

·regulatory environment;

·synergy potential;

·general economic conditions;

·potential profitability;

·additional growth opportunities within the region;

·water quality and environmental issues; and

·capital requirements.

SJW Corp. cannot be certain it will be successful in consummating any transactions relating to such opportunities.  In addition, any transaction will involve numerous risks.  Some of the risks include the possibility of paying more than the value derived from the acquisition, the assumption of certain known and unknown liabilities related to the acquired assets, the risk of diverting management’s attention from normal daily operations of the business, negative impact to SJW Corp.’s financial condition and operating results, the risks of entering markets in which it has no or limited direct prior experience, and the potential loss of key employees of any acquired company.  SJW Corp. cannot be certain that any transaction will be successful and will not materially harm its operating results or financial condition.

Critical Accounting Policies:

SJW Corp. has identified the accounting policies delineated below as the policies critical to its business operations and the understanding of the results of operations.  The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. SJW Corp. bases its estimates on historical experience and other assumptions that are believed to be reasonable under the circumstances.  The impact and any associated risks related to these policies on SJW Corp.’s business operations are discussed throughout “Management’s Discussion and Analysis of Financial Condition and Results of Operations” where such policies affect SJW Corp.’s reported and expected financial results. SJW Corp.’s critical accounting policies are as follows:

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Revenue Recognition

SJW Corp. recognizes its regulated and nonregulated revenue when services have been rendered, in accordance with SEC Staff Accounting Bulletin 104, “Revenue Recognition.”

Metered revenue of San Jose Water Company and CLWSC (together referred to as the “Water Utility Services”) include billing to customers based on meter readings plus an estimate of water used between the customers’ last meter reading and the end of the accounting period.  The Water Utility Services read the majority of its customers’ meters on a bi-monthly basis and records its revenue based on its meter reading results.  Unbilled revenue from the last meter reading date to the end of the accounting period is estimated based on the most recent usage patterns, production records and the effective tariff rates. Actual results could differ from those estimates, which would result in adjusting the operating revenue in the period which the revision to the Water Utility Services estimates are determined.  As of June 30, 2008 and December 31, 2007, accrued unbilled revenue was $18,265 and $12,654, respectively. Unaccounted-for water on a 12 month-to-date basis for June 30, 2008 and 2007 approximated 7.0% and 6.7%, respectively, as a percentage of production.  The estimate is based on the results of past experience, the trend and efforts in reducing the Water Utility Services’ unaccounted-for water through customer conservation, main replacements and lost water reduction programs.

SJW Corp. recognizes its nonregulated revenue based on the nature of the nonregulated business activities. Revenue from San Jose Water Company’s nonregulated utility operations and billing or maintenance agreements are recognized when services have been rendered.  Revenue from SJW Land Company is recognized ratably over the term of the leases.

Recognition of Regulatory Assets and Liabilities

Generally-accepted accounting principles for water utilities include the recognition of regulatory assets and liabilities as permitted by Statement of Financial Accounting Standards No. 71 (“SFAS No. 71”), “Accounting for the Effects of Certain Types of Regulation.”  In accordance with SFAS No. 71, the Water Utility Services, to the extent applicable, record deferred costs and credits on the balance sheet as regulatory assets and liabilities when it is probable that these costs and credits will be recognized in the ratemaking process in a period different from when the costs and credits are incurred. Accounting for such costs and credits is based on management’s judgment and prior historical ratemaking practices, and it occurs when management determines that it is probable that these costs and credits will be recognized in the future revenue of the Water Utility Services through the ratemaking process.  The regulatory assets and liabilities recorded by the Water Utility Services, in particular, San Jose Water Company, primarily relate to the recognition of deferred income taxes for ratemaking versus tax accounting purposes and the postretirement pension benefits, medical costs, accrued benefits for vacation and asset retirement obligation that have not been passed through rates.  The disallowance of any asset in future ratemaking, including deferred regulatory assets, would require San Jose Water Company to immediately recognize the impact of the costs for financial reporting purposes. No disallowance has been recognized as of June 30, 2008 and December 31, 2007.  The net regulatory assets recorded by San Jose Water Company as of June 30, 2008 and December 31, 2007 were $44,088 and $44,712, respectively.

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Pension Accounting

San Jose Water Company offers a defined benefit plan, an Executive Supplemental Retirement Plan and certain postretirement benefits other than pensions to employees retiring with a minimum level of service.  Accounting for pensions and other postretirement benefits requires an extensive use of assumptions about the discount rate, expected return on plan assets, the rate of future compensation increases received by the employees, mortality, turnover, and medical costs.

The pension plan is administered by a Committee that is composed of an equal number of Company and Union representatives.  Investment decisions have been delegated by the Committee to an Investment Manager, presently Wachovia Securities, LLC.  Investment guidelines provided to the Investment Manager require that at least 25% of the plan assets be invested in bonds or cash.  As of December 31, 2007, the plan assets consist of approximately 39% bonds, 2% cash and 59% equities. Furthermore, equities are to be diversified by industry groups and selected to achieve preservation of capital coupled with long-term growth through capital appreciation and income.  The Investment Manager may only invest in bonds, commercial paper, money market funds with acceptable ratings from Moody’s or Standard & Poor’s and may not invest in commodities and future contracts, private placements, options, letter stock, speculative securities, or hold more than 5% of assets in any one private corporation.  The Investment Manager is reviewed regularly regarding performance by the Investment Consultant who provides quarterly reports to the Committee for review.

The market values of the plan assets are marked to market at the measurement date.  The investment trust assets incur unrealized market gains or losses from time to time.  Both unrealized market gains and losses on pension assets are amortized over 13 years for actuarial expense calculation purposes.

San Jose Water Company utilizes each plan’s projected benefit stream in conjunction with the Citigroup Pension Discount Curve, which is more designed to reflect AA market discount rates, in determining the discount rate used in calculating the pension and other postretirement benefit liabilities at the measurement date.  For the year ending December 31, 2007, the composite discount rate used was 6.50%.

Income Taxes

SJW Corp. estimates its federal and state income taxes as part of the process of preparing the financial statements.  The process involves estimating the actual current tax exposure together with assessing temporary differences resulting from different treatment of items for tax and accounting purposes, including the evaluation of the treatment acceptable in the water utility industry and regulatory environment.  These differences result in deferred tax assets and liabilities, which are included within the balance sheet.  If actual results, due to changes in the regulatory treatment, or significant changes in tax-related estimates or assumptions or changes in law, differ materially from these estimates, the provision for income taxes will be materially impacted.

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Balancing Account

Pursuant to Section 792.5 of the California Public Utilities Code, a balancing account must be maintained for each expense item for which revenue offsets have been authorized.  The purpose of a balancing account is to track the under-collection or over-collection associated with expense changes and the revenue authorized by the CPUC to offset those expense changes.

A separate balancing account must be maintained for each offset expense item (e.g., purchased water, purchased power and groundwater extraction charges).  The balancing account balance varies with the seasonality of the water utility business such that, during the summer months when the demand for water is at its peak, the account tends to reflect an under-collection while, during the winter months when demand for water is relatively lower, the account tends to reflect an over-collection.  Since the balances have to be approved by the CPUC before they can be incorporated into rates, San Jose Water Company does not recognize the balancing account in its revenue until the CPUC authorizes the change in customers’ rates.  However, had the balancing account been recognized in San Jose Water Company’s financial statements, San Jose Water Company’s retained earnings would be decreased by the amount of the account over-collection or increased by the amount of the account under-collection, less applicable taxes.

Recognition of Gain/Loss on Utility Property, Nonutility Property and Real Estate Investments

In conformance with the generally-accepted accounting principles for rate-regulated public utilities, the cost of retired utility plant, including retirement costs (less salvage), is charged to accumulated depreciation and no gain or loss is recognized for utility plant used and useful in providing water utility services to customers.

Utility property in the Water Utility Services is property that is used and useful in providing water utility services to customers and is included in rate base for rate-setting purposes.  In California, real estate type utility property is subject to CPUC Code Section 851, which states that any gain recognized will be divided with two-thirds going to the customers and one-third to the shareholders.  Net gains or losses from the sale of utility property are recorded as a component of other (expense) income in the consolidated statement of income and comprehensive income.

Nonutility property in the Water Utility Services is property that is neither used nor useful in providing water utility services to customers and is excluded from the rate base for rate-setting purposes.  San Jose Water Company recognized gain/loss on disposition of nonutility property in accordance with CPUC Code Section 790.

SJW Land Company owns real estate investment property which consists primarily of land and buildings. Net gains and losses from the sale of real estate investments are recorded as a component of other (expense) income in the consolidated statement of income and comprehensive income.

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Recent Accounting Pronouncements:

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160 (“SFAS 160”), “Noncontrolling Interests in Consolidated Financial Statements.” SFAS 160 requires noncontrolling interests, previously referred to as minority interests, to be reported as a component of equity, net income and comprehensive income to be displayed for both the controlling and noncontrolling interests, along with other required disclosures and reconciliations. SFAS 160 is effective for financial statements issued for fiscal years beginning after December 15, 2008. SJW Corp. is in the process of evaluating the impact of this accounting standard.

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141R (“SFAS 141R”), “Business Combinations.” SFAS 141R clarifies the information that a reporting entity provides in its financial reports about a business combination and it replaces SFAS 141. SFAS 141R applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. SJW Corp. is in the process of evaluating the impact of this accounting standard.

Liquidity and Capital Resources:

Water Utility Services’ budgeted capital expenditures for 2008, exclusive of capital expenditures financed by customer contributions and advances, are $49,449, of which approximately $21,000 will be spent to replace Water Utility Services mains in 2008.  Year-to-date capital expenditures as of June 30, 2008 are approximately $33,511.

Capital expenditures for Water Utility Services are incurred in connection with normal upgrading and expansion of existing facilities and to comply with environmental regulations.  Over the next five years, the Water Utility Services expects to incur approximately $263,311 in capital expenditures, which includes replacement of pipes and mains, and maintenance of water systems.  The actual capital expenditures for Water Utility Services may vary from its projections due to changes in the expected demand for services, weather patterns, actions by governmental agencies and general economic conditions.  Total additions to utility plant normally exceed company-financed additions as a result of new facilities construction funded with advances from developers and contributions in aid of construction.

A substantial portion of San Jose Water Company’s distribution system was constructed during the period from 1945 to 1980.  Expenditure levels for renewal and modernization of this part of the system will grow at an increasing rate as these components reach the end of their useful lives.  In most cases, replacement cost will significantly exceed the original installation cost of the retired assets due to increases in the costs of goods and services.

Historically, the Water Utility Services’ write-offs for uncollectible accounts represent less than 1% of its total revenue.  Management believes it can continue to collect its accounts receivable balances at its historical collection rate.

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Sources of Capital:

San Jose Water Company’s ability to finance future construction programs and sustain dividend payments depends on its ability to attract external financing and maintain or increase internally generated funds.  The level of future earnings and the related cash flow from operations is dependent, in large part, upon the timing and outcome of regulatory proceedings.

San Jose Water Company’s financing activity is designed to achieve a capital structure consistent with regulatory guidelines of approximately 50% debt and 50% equity (book value).  As of June 30, 2008, San Jose Water Company’s funded debt and equity was approximately 49% and 51%, respectively.

Historically, San Jose Water Company’s internally-generated funds, which include allowances for depreciation and deferred income taxes, have provided approximately 50% of the future cash requirements for San Jose Water Company’s capital expenditures.  Funding for its future capital expenditure program will be provided primarily through internally-generated funds and long-term debt and will be consistent with the regulator’s guidelines.

San Jose Water Company has outstanding $170,000 of unsecured senior notes as of June 30, 2008.  The senior note agreements of San Jose Water Company generally have terms and conditions that restrict San Jose Water Company from issuing additional funded debt if (1) the funded debt would exceed 66-2/3% of total capitalization, and (2) net income available for interest charges for the trailing 12-calendar-month period would be less than 175% of interest charges.  As of June 30, 2008, San Jose Water Company does not face any restrictions in issuing future indebtedness as a result of these terms and conditions.

San Jose Water Company received two loans from the Safe Drinking Water State Revolving Fund (“SDWSRF”) amounting to $2,007 and $1,069, which require semi-annual payments over 20 years of principal and interest at an annual rate of 2.39% and 2.60%, respectively. San Jose Water Company has issued standby letters of credit with a commercial bank in the amount of $2,000 and $1,000, respectively, in support of these loans.

SJW Land Company’s outstanding balance on mortgages totaled $25,846 as of June 30, 2008, as a result of acquiring properties in various states. The mortgages have various payments, interest, amortization terms and all are secured by the respective properties.

SJW Land Company also has an outstanding mortgage in the amount of $3,956 as of June 30, 2008, borrowed by its subsidiary, 444 West Santa Clara Street, L.P. The mortgage is due April 2011 and is secured by the partnership’s real property and is non-recourse to SJW Land Company.

SJWTX, Inc., has outstanding $15,000 of unsecured senior notes as of June 30, 2008.  The senior note agreement has terms and conditions that restrict SJWTX, Inc. from issuing additional funded debt if (1) its funded debt would exceed 66-2/3% of total capitalization, and (2) net income available for interest charges for the trailing 12-calendar month period would be less than 175% of interest charges. In addition, SJW Corp. is a guarantor of the senior note which has terms and conditions that restrict SJW Corp. from issuing additional funded debt if (1) the funded consolidated debt would exceed 66-2/3% of total capitalization, and (2) the minimum net worth of SJW Corp. becomes less than $125,000 plus 30% of the Water Utility Services

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cumulative net income, since December 31, 2005.  As of June 30, 2008, SJW Corp. does not face any restrictions in issuing future indebtedness as a result of these terms and conditions.

SJW Corp. and its subsidiaries have unsecured lines of credit available allowing aggregate short-term borrowings of up to $35,000 at rates that approximate the bank’s prime or reference rate.  At June 30, 2008, SJW Corp. and its subsidiaries had available unused short-term bank lines of credit of $19,500. Cost of borrowing averaged 4.17% for the first six months of 2008.  The lines of credit will expire on June 1, 2010.

Results of Operations:

Overview

SJW Corp.’s consolidated net income for the three months ended June 30, 2008 was $6,278, an increase of $872, or 16%, from $5,406 in the second quarter of 2007.  For the six months ended June 30, 2008, consolidated net income was $8,996, an increase of $1,468, or 20%, from $7,528 for the same period in 2007.

Operating Revenue

	Operating Revenue by Segment
	Three Months Ended			Six Months Ended
	June 30			June 30
	2008		2007	2008		2007
Water Utility Services	$	58,361	53,414	$	97,937	90,900
Real Estate Services	1,697		1,721	3,374		3,141
All Other	—		—	—		111
	$	60,058	55,135	$	101,311	94,152

The change in operating revenue from the same period in 2007 was due to the following factors:

	Three Months Ended				Six Months Ended
	June 30, 2008 vs. 2007				June 30, 2008 vs. 2007
	Increase/(decrease)				Increase/(decrease)
Utility:
Consumption changes	$	1,264		2%	$	646		1%
New customers increase	265			1%	450			1%
Rate increases	3,418			6%	5,941			6%
Real Estate Services	(24		)	—	233			—
All Other				—	(111		)	—
	$	4,923		9%	$	7,159		8%

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Operating Expense

	Operating Expense by Segment
	Three Months Ended			Six Months Ended
	June 30			June 30
	2008		2007	2008		2007
Water Utility Services	$	49,487	46,101	$	84,025	79,480
Real Estate Services	824		757	1,572		1,514
All Other	215		217	412		689
	$	50,526	47,075	$	86,009	81,683

The change in operating expenses from the same period in 2007 was due to the following factors:

	Three Months Ended				Six Months Ended
	June 30, 2008 vs. 2007				June 30, 2008 vs. 2007
	Increase/(decrease)				Increase/(decrease)
Water production costs:
Change in surface water supply	$	(589	)	(1)%	$	(1,511	)	(8)%
Change in usage and new customers	488			1%	188			7%
Purchased water and groundwater extraction charge and energy price increase	1,598			3%	2,494			2%
Total water production costs	1,497			3%	1,171			1%
Nonwater production costs:
Administrative and general	383			1%	432			—
Other operating expense	441			1%	503			1%
Maintenance	277			—	529			1%
Property taxes and other nonincome taxes	67			—	75			—
Depreciation and amortization	312			1%	762			1%
Total nonwater production costs	1,480			3%	2,301			3%
Income taxes	474			1%	854			1%
Total operating expenses	$	3,451		7%	$	4,326		5%

San Jose Water Company’s water supply consists of groundwater from wells, surface water from watershed run-off and diversion, and imported water purchased from Santa Clara Valley Water District (“SCVWD”).  Surface water is the least expensive source of water and its availability will significantly impact the water production costs of San Jose Water Company.

Water production costs increased $1,497 and $1,171 for the second quarter and year-to-date of 2008, respectively.  The increase in water production costs was primarily attributable to the higher per unit costs for purchased water and groundwater extraction charges of $1,598 and $2,494 for the quarter and year-to-date, respectively.

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CLWSC’s primary supply is water pumped from Canyon Lake at two lake intakes.  This supply is supplemented by groundwater pumped from wells.

Water Utility Services’ water production for the three and six months ended June 30, 2008 increased 403 and 209 million gallons, respectively, from the same period in 2007.  During these periods, more purchased and groundwater were used when compared to the same period in 2007.

The change in the Water Utility Services’ source of supply mix was as follows:

	Three Months Ended			Six Months Ended
	June 30, 2008 vs. 2007			June 30, 2008 vs. 2007
	Increase/(decrease)			Increase/(decrease)
	(million gallons)
Purchased water	(56	)	(1)%	(1,876	)	(21)%
Surface water	351		4%	913		10%
Groundwater	108		1%	1,185		13%
Reclaimed water	—		—	(13	)	—
	403		4%	209		2%

The changes in the source of supply mix were consistent with the changes in the water production costs.

Quarterly nonwater production costs increased $1,480 for the second quarter ended June 30, 2008.  The increase was primarily attributable to an increase of $441 in other operating expenses due to a general increase in operating costs, $383 in administrative and general expenses due to higher salaries and wages in the current year, $312 in depreciation and amortization expense due to increased depreciable assets, $277 in maintenance expenses and $67 in taxes other than income tax expense. Income tax expense increased $474 for the second quarter of 2008 as a result of higher pretax income.

Year-to-date nonwater production costs increased $2,301, compared to 2007.  The increase is primarily attributable to a $762 increase in depreciation expense, $529 in maintenance expenses, $503 in other operating expenses, $432 in administrative and general costs, and $75 in taxes other than income tax expense. Income tax expense increased $854 year-to-date for 2008.  The effective income tax rates for the periods ended June 30, 2008 and 2007 approximated 40% and 41%, respectively.

The change in comprehensive income for the three and six months ended June 30, 2008 and 2007 was due to the changes in market value of the investment in California Water Service Group.

Water Supply and Energy Resources

San Jose Water Company’s water supply is obtained from groundwater wells, local surface water from watershed run-off and diversion, and the purchase of imported treated water from the SCVWD under the terms of a master contract with SCVWD expiring in 2051.  Groundwater level in 2008 remains comparable with 30-year normal levels.

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On July 7, 2008, SCVWD’s 10 reservoirs were approximately 63% full with 105,910 acre-feet of water in storage.  There has been no measurable precipitation to date in the rainfall season commencing July 1, 2008, which is typical for this time of year.

Rainfall at San Jose Water Company’s Lake Elsman was measured at 35.31 inches for the season commencing July 1, 2007 through June 30, 2008, which is approximately 75.1% of the five-year average.  Local surface water is a less costly source of water and its availability significantly impacts San Jose Water Company’s results of operations.

To the extent that San Jose Water Company has to pump water from wells during peak periods to satisfy customer demand when imported water is insufficient, higher energy costs will be incurred.  Currently, the CPUC has no established procedure for water utilities to recover the additional costs incurred due to such unanticipated changes in water supply mix.  There can be no assurance that such costs will be recovered in full or in part.

In December 2007, U.S. District Court issued a Final Interim Remedial order to reduce the amount of water pumped from the San Joaquin-Sacramento River Delta during the breeding season of the Delta Smelt, which commences in December and ends in June. SCVWD has advised San Jose Water Company that the order does not contain any new provisions that would alter SCVWD’s opinion on near term water supply impacts previously estimated in SCVWD’s water supply operations and contingency planning for 2008. While San Jose Water Company does not believe this order will have a near term impact on its water supply, its impact on future periods is uncertain and is contingent on weather conditions.

The continuing dry weather in California and concerns about the Delta prompted Governor Schwarzenegger on June 3, 2008 to issue an Executive Order (S-06-08) declaring a state-wide water emergency.  The order directed state agencies to take immediate action to address drought conditions and water delivery reductions that may exist by expediting grant programs, technical assistance, and water conservation outreach.  The order did not mandate water use restrictions or reductions.

San Jose Water Company is working with SCVWD to assess the potential impacts of the Executive Order on water supplies in our service area.  The initial assessment is that the Governor’s actions take steps to address critical water shortages in the State’s Central Valley region, and send a strong political message to the Legislature and public regarding the need for a “Delta fix” and additional water storage projects.

As a contingency for the possibility of a third consecutive dry year in 2009, the SCVWD is continuing to ask the public to “voluntarily” reduce water usage by 10%. In 2008, San Jose Water Company expects to receive full contract deliveries from the SCVWD and therefore believes that its various sources of water supply are sufficient to meet customer demand for the immediate foreseeable future.

CLWSC has long-term contracts with the Guadalupe-Blanco River Authority (“GBRA”).  The terms of the agreements expire in 2044 and 2050. The agreements provide CLWSC with 6,000 acre-feet of water from Canyon Lake at prices to be adjusted periodically by the GBRA.

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Regulatory Affairs

Almost all of the operating revenue of San Jose Water Company results from the sale of water at rates authorized by the CPUC. The CPUC sets rates that are intended to provide revenue sufficient to recover operating expenses and produce a specified return on common equity. The timing of rate decisions could have an impact on the results of operations.

On November 11, 2006, the CPUC issued its final decision in San Jose Water Company’s current general rate case proceeding.  The decision authorized San Jose Water Company rate increases of approximately $3,500 or 2.0% for 2007, $5,400 or 3.0% for 2008, and $4,000 or 2.2% for 2009.  The rate increases for 2008 and 2009 are subject to adjustments based upon the inflation escalation factors realized at the time of the increase.  The decision also authorizes additional rate recoveries to be phased in as capital projects are completed over the three-year period and the recovery of approximately $450 from San Jose Water Company’s balancing and memorandum accounts.  These rate increases are designed to produce a return on common equity of 10.13%, which is comparable with recent authorized returns for water utilities in California.

On November 7, 2007, San Jose Water Company filed an advice letter with CPUC requesting implementation of the general rate increase for 2008 of $5,700.  These rates subsequently became effective January 1, 2008.

On May 20, 2008, San Jose Water Company filed an advice letter with the CPUC requesting authorization to increase rates by $727 for certain capital plant improvements. It is expected that the increase will become effective during August 2008.

On June 10, 2008, San Jose Water Company filed an advice letter with the CPUC requesting a revenue increase of $6,100, or approximately 3.2% to offset the increased cost of purchased water and higher pump tax charged to San Jose Water Company by SCVWD.  These rates subsequently became effective July 1, 2008.

On June 20, 2008, San Jose Water Company filed an advice letter with the CPUC to implement a surcharge to repay a low interest loan of $1,700 obtained from the Safe Drinking Water State Revolving Fund.  The CPUC originally granted authority for the surcharge in D.05-01-048. It is expected that this surcharge will become effective during August 2008.

On July 9, 2008, the CPUC has issued a proposed decision regarding San Jose Water Company’s conservation rate proposal.  The proposed decision adopts in principle the agreement between San Jose Water Company and the Division of Ratepayer Advocates including the implementation of tiered rates, the establishment of a revenue adjustment mechanism, and no reduction in the allowed return on equity. San Jose Water Company expects that the proposed decision will be approved in August 2008 and the conservation rates will be implemented as soon as customer education has been provided.

On October 14, 2007, CLWSC filed a request for a rate increase with the Texas Commission on Environmental Quality of $450, or about 10%.  This rate increase, subject to refund, became effective December 14, 2007.

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Balancing Account Recovery Procedures

As of June 30, 2008 and December 31, 2007, the total accrued balance in San Jose Water Company’s balancing account was an over-collection of $2,144 and $1,656, respectively, including interest.  All the memorandum type balancing accounts will be reviewed by the CPUC in San Jose Water Company’s next general rate case.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

SJW Corp. is subject to market risks in the normal course of business, including changes in interest rates and equity prices.  The exposure to changes in interest rates is a result of financings through the issuance of fixed-rate, long-term debt and short term funds obtained through the variable rate line of credit. SJW Corp. also owns 1,099,952 shares of California Water Service Group and is exposed to the risk of changes in equity prices.

SJW Corp. has no material derivative financial instruments, financial instruments with significant off-balance sheet risks, or financial instruments with concentrations of credit risk.  There is no material sensitivity to change in market rates and prices.

ITEM 4.   CONTROLS AND PROCEDURES

SJW Corp.’s management, with the participation of SJW Corp.’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the SJW Corp.’s disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that SJW Corp.’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or “the Act”) as of the end of the period covered by this report have been designed and are functioning effectively to provide reasonable assurance that the information required to be disclosed by SJW Corp. in the reports that it files or submits under the Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. SJW Corp. believes that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

There has been no change in internal control over financial reporting during the second fiscal quarter of 2008 that has materially affected, or is reasonably likely to materially affect, the internal controls over financial reporting of SJW Corp.

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PART II.OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

SJW Corp. is subject to ordinary routine litigation incidental to its business.  There are no pending legal proceedings to which SJW Corp. or any of its subsidiaries is a party, or to which any of its properties is the subject, that are expected to have a material effect on SJW Corp.’s business, financial position, results of operations or cash flows.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the 2008 Annual Meeting of Shareholders of SJW Corp. held on April 30, 2008, the eight individuals listed below were elected to the Board of Directors, the Executive Officer Short-Term Incentive Plan and the Amended and Restated Long-Term Incentive Plan were approved, and the appointment of KPMG LLP as independent auditors for 2008 was ratified by the following votes:

Proposal 1:Election of Directors:

Name of Director	In Favor	Withheld
Mark L. Cali	16,426,890	174,567
J. Philip DiNapoli	16,481,007	120,450
Douglas R. King	16,445,449	156,008
Norman Y. Mineta	16,452,341	149,116
W. Richard Roth	16,485,868	115,589
Charles J. Toeniskoetter	16,474,635	126,822
Frederick R. Ulrich, Jr.	16,447,953	153,504
Robert A. Van Valer	15,636,868	964,589

Proposal 2:   Approval of the Executive Officer Short-Term Incentive Plan:

In Favor	Against	Abstain	Broker Non-Votes
12,071,417	479,857	507,739	3,542,444

Proposal 3:   Approval of the Amended and Restated Long-Term Incentive Plan:

In Favor	Against	Abstain	Broker Non-Votes
12,021,626	510,345	527,040	3,542,446

Proposal 4:   Ratification of Appointment of Independent Registered Accounting Firm:

In Favor	Against	Abstain	Broker Non-Votes
16,455,275	83,811	62,367	—

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ITEM 5.   OTHER INFORMATION

On July 23, 2008, the Board of Directors of SJW Corp. declared the regular quarterly dividend of $0.16125 per common share. The dividend will be paid on September 1, 2008 to shareholders of record as of the close of business on August 4, 2008.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

See Exhibit Index located immediately following the Certification of this document, which is incorporated herein by reference as required to be filed by Item 601 of Regulation S-K for the quarter ended on June 30, 2008.

SIGNATURES

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 thereunto duly authorized.

		SJW CORP.
DATE: August 1, 2008	By	/s/ ANGELA YIP
		Angela Yip
		Chief Financial Officer and Treasurer
		(Principal financial officer)

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EXHIBIT INDEX

Exhibit No.	Description of Document
10.1	Amended and Restated Long-Term Incentive Plan. Incorporated by reference to Exhibit 10.1 to the Form 8-K filed on May 1, 2008. (2)
10.2	Executive Officer Short-Term Incentive Plan. Incorporated by reference to Exhibit 10.2 to the Form 8-K filed on May 1, 2008. (2)
10.3	Form of Service-based Vesting Restricted Stock Unit Issuance Agreement (for awards after June 1, 2008). (1)(2)
31.1	Certification Pursuant to Rule 13a-14(a)/15d-14(a) by President and Chief Executive Officer. (1)
31.2	Certification Pursuant to Rule 13a-14(a)/15d-14(a) by Chief Financial Officer and Treasurer. (1)
32.1	Certification Pursuant to 18 U.S.C. Section 1350 by President and Chief Executive Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (1)
32.2	Certification Pursuant to 18 U.S.C. Section 1350 by Chief Financial Officer and Treasurer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (1)

(1)Filed currently herewith.

(2)Management contract and compensatory plan or agreement.

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EX-10.3

EXHIBIT 10.3

SJW CORP.

RESTRICTED STOCK UNIT ISSUANCE AGREEMENT

RECITALS

A.The Board has adopted the Plan for the purpose of retaining the services of selected Employees of the Corporation (or any Parent or Subsidiary).

B.Participant is to render valuable services to the Corporation (or a Parent or Subsidiary), and this Agreement is executed pursuant to, and is intended to carry out the purposes of, the Plan in connection with the Corporation’s issuance of an equity incentive award under the Plan designed to retain Participant’s continued service.

C.All capitalized terms in this Agreement shall have the meaning assigned to them in the attached Appendix A.

NOW, THEREFORE, it is hereby agreed as follows:

1.Grant of Restricted Stock Units.  The Corporation hereby awards to Participant, as of the Award Date, Restricted Stock Units under the Plan.  Each Restricted Stock Unit which vests during Participant’s period of Service shall entitle Participant to receive one share of Common Stock on the applicable vesting date.  The number of shares of Common Stock subject to the awarded Restricted Stock Units, the applicable vesting schedule for those shares, the applicable date or dates on which those vested shares shall become issuable to Participant and the remaining terms and conditions governing the award (the “Award”) shall be as set forth in this Agreement.

Participant
Award Date:	,
Number of Shares Subject to Award:	shares of Common Stock (the “Shares”)
Vesting Schedule:	The Shares shall vest in a series of four (4) successive equal annual installments upon Participant’s completion of each year of Service over the four (4)-year period measured from the Award Date (the “Normal Vesting Schedule”). However, the Shares may be subject to accelerated vesting in accordance with the provisions of Paragraphs 4 and 6 below.

Issuance Schedule: The Shares in which the Participant vests on an annual basis in accordance with the Normal Vesting Schedule shall be issued, subject to the Corporation’s collection of all applicable Withholding Taxes, on the applicable annual vesting date or as soon thereafter as administratively practicable (the “Issuance Date”), but in no event later than the close of the calendar year in which such annual vesting date occurs or (if later) the fifteenth day of the third calendar month following such vesting date. The Shares which vest pursuant to Paragraph 4 or Paragraph 6 of this Agreement shall be issued in accordance with the provisions of the applicable Paragraph. The applicable Withholding Taxes are to be collected pursuant to the procedure set forth in Paragraph 8 of this Agreement.

2.Limited Transferability.  Prior to actual receipt of the Shares which vest and become issuable hereunder, Participant may not transfer any interest in the Award or the underlying Shares. Any Shares which vest hereunder but which otherwise remain unissued at the time of Participant’s death may be transferred pursuant to the provisions of Participant’s will or the laws of inheritance or to Participant’s designated beneficiary or beneficiaries of this Award.  Participant may also direct the Corporation to re-issue the stock certificates for any Shares which in fact vest and become issuable under the Award during his or her lifetime to one or more designated family members or a trust established for Participant and/or his or her family members.  Participant may make such a beneficiary designation or certificate directive at any time by filing the appropriate form with the Plan Administrator or its designee.

3.Cessation of Service.  Except as otherwise provided in Paragraph 4 or Paragraph 6 below, should Participant cease Service for any reason prior to vesting in one or more Shares subject to this Award, then the Award shall be immediately cancelled with respect to those unvested Shares, and the number of Restricted Stock Units will be reduced accordingly.  Participant shall thereupon cease to have any right or entitlement to receive any Shares under those cancelled units.

4.Accelerated Vesting.  Should Participant cease Employee status by reason of death or Disability, then all of the Shares at the time subject to this Award shall immediately vest and shall be issued on the date of the Participant’s Separation from Service or as soon as administratively practicable thereafter, subject to the Corporation’s collection of the applicable Withholding Taxes, but in no event later than the close of the calendar year in which such Separation from Service occurs or (if later) the fifteenth (15th) day of the third (3rd) calendar month following the date of such Separation from Service.

5.Stockholder Rights.  Participant shall not have any stockholder rights, including voting rights or dividend rights, with respect to the Shares subject to the Award until the Shares vest and Participant becomes the record holder of those Shares upon their actual issuance following the Company’s collection of the applicable Withholding Taxes.

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6.Change in Control.

A.Any Restricted Stock Units subject to this Award at the time of a Change in Control may be assumed by the successor entity or otherwise continued in full force and effect or may be replaced with a cash retention program of the successor entity which preserves the Fair Market Value of the underlying Shares at the time of the Change in Control and provides for the subsequent vesting and payout of that value in accordance with the same vesting and payout provisions that would be applicable to those Shares in the absence of such Change in Control. In the event of such assumption or continuation of the Award or such replacement of the Award with a cash retention program, no accelerated vesting of the Restricted Stock Units shall occur at the time of the Change in Control.

B.In the event the Award is assumed or otherwise continued in effect, the Restricted Stock Units subject to the Award will be adjusted immediately after the consummation of the Change in Control so as to apply to the number and class of securities into which the Shares subject to those units immediately prior to the Change in Control would have been converted in consummation of that Change in Control had those Shares actually been issued and outstanding at that time.  To the extent the actual holders of the outstanding Common Stock receive cash consideration for the Common Stock in consummation of the Change in Control, the successor corporation may, in connection with the assumption or continuation of the Restricted Stock Units subject to the Award at that time, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in the Change in Control transaction, provided such shares are registered under the federal securities laws and readily tradable on an established securities exchange.

C.Should either of the following events occur during the period commencing with the earlier of (i) the execution date of any definitive agreement for a Change in Control transaction or (ii) the actual occurrence of a Change in Control and ending with the earlier of (x) the expiration of the twenty-four (24)-month period measured from the effective date of the Change in Control or, to the extent applicable, (y) the date the definitive agreement for the Change in Control transaction is terminated or cancelled without the consummation of the contemplated Change in Control transaction:

(i)Participant’s Employee status is terminated other than for Good Cause, or

(ii)Participant resigns from Employee status for Good Reason,

3

then all of the Shares at the time subject to this Award shall immediately vest and shall be issued on the date of the Participant’s Separation from Service or as soon as administratively practicable thereafter, subject to the Corporation’s collection of the applicable Withholding Taxes, but in no event later than the close of the calendar year in which such Separation from Service occurs or (if later) the fifteenth (15th) day of the third (3rd) calendar month following the date of such Separation from Service, unless a further deferral is required pursuant to Paragraph 9.

D.If the Restricted Stock Units subject to this Award at the time of the Change in Control are not assumed or otherwise continued in effect or replaced with a cash retention program in accordance with Paragraph 6.A above, then those units shall vest immediately prior to the closing of the Change in Control. The Shares subject to those vested units shall be converted into the right to receive the same consideration per share of Common Stock payable to the other stockholders of the Corporation in consummation of that Change in Control, and such consideration per Share shall be distributed to Participant upon the tenth (10th) business day following the earliest to occur of (i) the Issuance Date determined for that Share in accordance with the Normal Vesting Schedule, (ii) the date of Participant’s Separation from Service or (iii) the first date following the Change in Control on which the distribution can be made without contravention of any applicable provisions of Code Section 409A. Such distribution shall be subject to the Corporation’s collection of the applicable Withholding Taxes pursuant to the provisions of Paragraph 8.

E.This Agreement shall not in any way affect the right of the Corporation to adjust, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

7.Adjustment in Shares.  Should any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares, spin-off transaction, extraordinary dividend or distribution or other change affecting the outstanding Common Stock as a class without the Corporation’s receipt of consideration, or should the value of outstanding shares of Common Stock be substantially reduced as a result of a spin-off transaction or an extraordinary dividend or distribution, or should there occur any merger, consolidation or other reorganization, then equitable adjustments shall be made by the Plan Administrator to the total number and/or class of securities issuable pursuant to this Award in order to reflect such change and thereby prevent a dilution or enlargement of benefits hereunder. The determination of the Plan Administrator shall be final, binding and conclusive.  In the event of a Change in Control, the adjustments (if any) shall be made in accordance with the provisions of Paragraph 6.

8.Issuance of Shares/Collection of Withholding Taxes.

A.On each applicable Issuance Date (or any earlier date on which the Shares are to be issued in accordance with the terms of this Agreement), the Corporation shall issue to or on behalf of the Participant a certificate (which may be in electronic form) for the applicable number of shares of Common Stock, subject, however, to the Corporation’s collection of the applicable Withholding Taxes.

4

B.The Corporation shall collect the applicable Withholding Taxes with respect to the Shares which vest and become issuable hereunder through an automatic share withholding procedure pursuant to which the Corporation will withhold, at the time of such vesting, a portion of the Shares with a Fair Market Value (measured as of the applicable vesting date) equal to the amount of those taxes; provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes that are applicable to supplemental taxable income.

C.Notwithstanding the foregoing provisions of Paragraph 8.B, the employee portion of the federal, state and local employment taxes required to be withheld by the Corporation in connection with the vesting of the Shares or any other amounts hereunder (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the Shares or other amounts vest hereunder.  Accordingly, to the extent the Issuance Date for one or more vested Shares or the distribution date for such other amounts is to occur in a year subsequent to the calendar year in which those Shares or other amounts vest, the Participant shall, on or before the last business day of the calendar year in which the Shares or other amounts vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares or other amounts.  The provisions of this Paragraph 8.C shall be applicable only to the extent necessary to comply with the applicable tax withholding requirements of Code Section 3121(v).

D.Except as otherwise provided in Paragraph 6 and Paragraph 8.B, the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock.  In no event, however, shall any fractional shares be issued.  Accordingly, the total number of shares of Common Stock to be issued pursuant to this Award shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

9.Deferred Issuance Date. Notwithstanding any provision to the contrary in this Agreement, no Shares or other amounts which become issuable or distributable by reason of Participant’s Separation from Service shall actually be issued or distributed to Participant prior to the earlier of (i) the first day of the seventh (7th) month following the date of such Separation from Service or (ii) the date of Participant’s death, if Participant is deemed at the time of such Separation from Service to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations issued under Code Section 409A, as determined by the Plan Administrator in accordance with consistent and uniform standards applied to all other Code Section 409A arrangements of the Corporation, and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2).  The deferred Shares or other distributable amount shall be issued or distributed in a lump sum on the first day of the seventh (7th) month following the date of Participant’s Separation from Service or, if earlier, the first day of the month immediately following the date the Corporation receives proof of Participant’s death.

5

10.Benefit Limit.  The benefit limitation of this Paragraph 10 shall apply only to the extent Participant is not otherwise entitled to a Code Section 4999 tax gross-up, pursuant to the terms of the Corporation’s Executive Severance Plan, with respect to the Shares that vest on an accelerated basis in connection with a Change in Control or subsequent cessation of Employee status:

In the event the vesting and issuance of the Shares subject to this Award would otherwise constitute a parachute payment under Code Section 280G, then the vesting and issuance of those Shares shall be subject to reduction to the extent necessary to assure that the number of Shares which vest and are issued under this Award will be limited to the greater of (i)  the number of Shares which can vest and be issued without triggering a parachute payment under Code Section 280G or (ii)  the maximum number of Shares which can vest and be issued under this Award so as to provide the Participant with the greatest after-tax amount of such vested and issued Shares after taking into account any excise tax the Participant may incur under Code Section 4999 with respect to those Shares and any other benefits or payments to which the Participant may be entitled in connection with any change in control or ownership of the Corporation or the subsequent termination of the Participant’s Service.

11.Compliance with Laws and Regulations.  The issuance of shares of Common Stock pursuant to the Award shall be subject to compliance by the Corporation and Participant with all applicable requirements of law relating thereto and with all applicable regulations of any Stock Exchange on which the Common Stock may be listed for trading at the time of such issuance.

12.Notices.  Any notice required to be given or delivered to the Corporation under the terms of this Agreement shall be in writing and addressed to the Corporation at its principal corporate offices.  Any notice required to be given or delivered to Participant shall be in writing and addressed to Participant at the address indicated below Participant’s signature line on this Agreement.  All notices shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, postage prepaid and properly addressed to the party to be notified.

13.Successors and Assigns.  Except to the extent otherwise provided in this Agreement, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the Corporation and its successors and assigns and Participant, Participant’s assigns, the legal representatives, heirs and legatees of Participant’s estate and any beneficiaries of the Award designated by Participant.

14.Construction.  This Agreement and the Award evidenced hereby are made and granted pursuant to the Plan and are in all respects limited by and subject to the terms of the Plan.  All decisions of the Plan Administrator with respect to any question or issue arising under the Plan or this Agreement shall be conclusive and binding on all persons having an interest in the Award.

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15.Governing Law.  The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of California without resort to that State’s conflict-of-laws rules.

16.Employment at Will.  Nothing in this Agreement or in the Plan shall confer upon Participant any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Parent or Subsidiary employing or retaining Participant) or of Participant, which rights are hereby expressly reserved by each, to terminate Participant’s Service at any time for any reason, with or without cause.

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Agreement on the respective dates indicated below.

SJW CORP.

By:

Title:

Date:

[PARTICIPANT’S NAME]

Signature:

Address:

Date:

7

APPENDIX A

DEFINITIONS

The following definitions shall be in effect under the Agreement:

A.Agreement shall mean this Restricted Stock Unit Issuance Agreement.

B.Award shall mean the award of Restricted Stock Units made to Participant pursuant to the terms of the Agreement.

C.Award Date shall mean the date the Restricted Stock Units are awarded to Participant pursuant to the Agreement and shall be the date indicated in Paragraph 1 of the Agreement.

D.Board shall mean the Corporation’s Board of Directors.

E.Change in Control shall mean any change in control or ownership of the Corporation which occurs by reason of one or more of the following events:

(i)the acquisition, directly or indirectly by any person or related group of persons (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than the Corporation or a person that directly or indirectly controls, is controlled by, or is under control with, the Corporation or an employee benefit plan maintained by any such entity, of beneficial ownership (as defined in Rule 13d-3 of the Exchange Act) of securities of the Corporation that results in such person or related group beneficially owning securities representing thirty percent (30%) or more of the total combined voting power of the Corporation’s then-outstanding securities;

(ii)a merger, recapitalization, consolidation, or other similar transaction to which the Corporation is a party, unless securities representing at least 50% of the combined voting power of the then-outstanding securities of the surviving entity or a parent thereof are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Corporation’s outstanding voting securities immediately before the transaction;

(iii)a sale, transfer or disposition of all or substantially all of the Corporation’s assets, unless securities representing at least 50% of the combined voting power of the then-outstanding securities of the entity acquiring the Corporation’s assets or parent thereof are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Corporation’s outstanding voting securities immediately before the transaction,

(iv)a merger, recapitalization, consolidation, or other transaction to which the Corporation is a party or the sale, transfer, or other disposition of all or substantially all of the Corporation’s assets if, in either case, the members of the Board immediately prior to consummation of the transaction do not, upon consummation of the transaction, constitute at least a majority of the board of directors of the surviving entity or the entity acquiring the Corporation’s assets, as the case may be, or a parent thereof (for this purpose, any change in the composition of the board of directors that is anticipated or pursuant to an understanding or agreement in connection with a transaction will be deemed to have occurred at the time of the transaction, provided such change occurs within twelve (12) months after the effective date of the transaction); or

(v)a change in the composition of the Board over a period of thirty-six (36) consecutive months or less such that a majority of the Board members ceases by reason of one or more contested elections for Board membership, to be comprised of individuals who either (a) have been Board members since the beginning of such period or (b) have been elected or nominated for election as Board members during such period by at least a majority of the Board members who were described in clause (a) or who were previously so elected or approved and who were still in office at the time the Board approved such election or nomination; provided, however, that solely for purposes of determining whether a permissible Section 409A distribution can be made under Paragraph 6.D in connection with such Change in Control event, the period for measuring a change in the composition of the Board shall be limited to a period of twelve (12) consecutive months or less;

provided that no Change in Control shall occur if the result of the transaction is to give more ownership or control of the Corporation to any person or related group of persons who held securities representing more than thirty percent (30%) of the combined voting power of the Corporation’s outstanding securities as of March 3, 2003.

F.Code shall mean the Internal Revenue Code of 1986, as amended.

G.Common Stock shall mean the shares of the Corporation’s common stock.

H.Corporation shall mean SJW Corp., a California corporation, and any successor corporation to all or substantially al of the assets or voting stock of SJW Corp. which shall by appropriate action adopt the Plan and/or assume the Award.

I.Disability shall mean the Participant’s permanent and total disability as determined pursuant to Section 22(e)(3) of the Code.

J.Employee shall mean an individual who is in the employ of the Corporation (or any Parent or Subsidiary), subject to the control and direction of the employer entity as to both the work to be performed and the manner and method of performance; provided, however, that

solely for purposes of determining whether Employee has incurred a Separation from Service, the term “Employee” shall have the meaning assigned to such term in the Separation from Service definition set forth in this Appendix.

K.Fair Market Value per share of Common Stock on any relevant date shall be the closing selling price per share on the date in question on the Stock Exchange on which the Common Stock is at that time primarily traded, as such price is officially quoted in the composite tape of transactions on such exchange.  If there is no reported sale of Common Stock on such Stock Exchange on the date in question, then the Fair Market Value shall be the closing selling price on the exchange on the last preceding date for which such quotation exists.

L.Good Cause shall mean:

(i)Any act or omission by the Participant that results in substantial harm to the business or property of the Corporation (or any Parent or Subsidiary) and that constitute dishonesty, intentional breach of fiduciary obligation or intentional wrongdoing, or

(ii)Participant’s conviction of a criminal violation involving fraud or dishonesty.

The foregoing definition shall not in any way preclude or restrict the right of the Corporation (or any Parent or Subsidiary) to discharge or dismiss Participant or any other person in the Service of the Corporation (or any Parent or Subsidiary) for any other acts or omissions, but such other acts or omissions shall not be deemed, for purposes of the Plan or this Agreement, to constitute grounds for termination for Good Cause.

M.Good Reason shall be deemed to exist with respect to Participant if and only if, without Participant’s express written consent:

(i)there is a significant change in the nature or the scope of Participant’s authority or in his or her overall working environment;

(ii)Participant is assigned duties materially inconsistent with his or her present duties, responsibilities and status;

(iii)there is a reduction in the sum of Participant’s rate of base salary and target bonus; or

(iv)the Corporation changes by fifty-five (55) miles or more the principal location in which Participant is required to perform services;

provided that, in the case of each such reason, that the Corporation has not cured such condition within thirty (30) days after written notice by Participant to the Corporation that such condition exists and constitutes Good Reason.

N.1934 Act shall mean the Securities Exchange Act of 1934, as amended.

O.Participant shall mean the person to whom the Award is made pursuant to the Agreement.

P.Parent shall mean any corporation (other than the Corporation) in an unbroken chain of corporations ending with the Corporation, provided each corporation in the unbroken chain (other than the Corporation) owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of al classes of stock in one of the other corporations in such chain.

Q.Plan shall mean the Corporation’s Long Term Incentive Plan.

R.Plan Administrator shall mean either the Board or a committee of the Board acting in its capacity as administrator of the Plan.

S.Restricted Stock Unit shall mean each unit subject to the Award which shall entitle Participant to receive one (1) share of Common Stock upon the vesting of that unit.

T.Separation from Service shall mean the Participant’s cessation of Employee status by reason of his or her death, retirement or termination of employment.  The Participant shall be deemed to have terminated employment for such purpose at such time as the level of his or her bona fide services to be performed as an Employee (or as a consultant or independent contractor) permanently decreases to a level that is not more than twenty percent (20%) of the average level of services he or she rendered as an Employee during the immediately preceding thirty-six (36) months.  Solely for purposes of determining when a Separation from Service occurs, Participant will be deemed to continue in “Employee” status for so long as he or she remains in the employ of one or more members of the Employer Group, subject to the control and direction of the employer entity as to both the work to be performed and the manner and method of performance. “Employer Group” means the Corporation and any Parent or Subsidiary and any other corporation or business controlled by, controlling or under common control with, the Corporation, as determined in accordance with Sections 414(b) and (c) of the Code and the Treasury Regulations thereunder, except that in applying Sections 1563(1), (2) and (3) for purposes of determining the controlled group of corporations under Section 414(b), the phrase “at least 50 percent” shall be used instead of “at least 80 percent” each place the latter phrase appears in such sections and in applying Section 1.414(c)-2 of the Treasury Regulations for purposes of determining trades or businesses that are under common control for purposes of Section 414(c), the phrase “at least 50 percent” shall be used instead of “at least 80 percent” each place the latter phrase appears in Section 1.4.14(c)-2 of the Treasury Regulations.  Any such determination as to Separation from Service, however, shall be made in accordance with the applicable standards of the Treasury Regulations issued under Section 409A of the Code.

U.Service shall mean Participant’s performance of services for the Corporation (or any Parent or Subsidiary) in the capacity of an Employee, a non-employee member of the Board or a consultant or independent advisor.  Participant shall be deemed to cease Service immediately upon the occurrence of either of the following events:  (i) Participant no longer performs services in any of the foregoing capacities for the Corporation (or any Parent or Subsidiary) or (ii) the entity for which Participant performs such services ceases to remain a

Parent or Subsidiary of the Corporation, even though Participant may subsequently continue to perform services for that entity.  Service as an Employee shall not be deemed to cease during a period of military leave, sick leave or other personal leave approved by the Corporation; provided, however, that the following special provisions shall be in effect for any such leave:

(i)Should the period of such leave (other than a disability leave) exceed six (6) months, then Participant shall be deemed to cease Service and to incur a Separation from Service upon the expiration of the initial six (6)- month period of that leave, unless Participant retains a right to re-employment under applicable law or by contract with the Corporation (or any Parent or Subsidiary).

(ii)Should the period of a disability leave exceed twenty-nine (29) months, then Participant shall be deemed to cease Service and to incur a Separation from Service upon the expiration of the initial twenty-nine (29)-month period of that leave, unless Participant retains a right to re-employment under applicable law or by contract with the Corporation (or any Parent or Subsidiary).   For such purpose, a disability leave shall be a leave of absence due to any medically determinable physical or mental impairment that can be expected to result in death or to last for a continuous period of not less than six (6) months and causes Participant to be unable to perform the duties of his or her position of employment with the Corporation (or any Parent or Subsidiary) or any substantially similar position of employment.

(iii)Except to the extent otherwise required by law or expressly authorized by the Plan Administrator or by the Corporation’s written policy on leaves of absence, no Service credit shall be given for vesting purposes for any period Participant is on a leave of absence.

V.Stock Exchange shall mean the American Stock Exchange, the Nasdaq Global or Global Select Market or the New York Stock Exchange.

W.Subsidiary shall mean any corporation (other than the Corporation) in an unbroken chain of corporations beginning with the Corporation, provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

X.Withholding Taxes shall mean the federal, state and local income and employment taxes required to be withheld by the Corporation in connection with the vesting and issuance of the shares of Common Stock (or any other property) under the Award.

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, W. Richard Roth, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of SJW Corp. (the ‘‘registrant’’);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)all significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 1, 2008	/s/ W. RICHARD ROTH
		W. Richard Roth
		President and Chief Executive Officer
		(Principal executive officer)

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Angela Yip, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of SJW Corp. (the ‘‘registrant’’);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)all significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 1, 2008	/s/ ANGELA YIP
		Angela Yip
		Chief Financial Officer and Treasurer
		(Principal financial officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of SJW Corp. (the “Company”) on Form 10-Q for the quarter ended June 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, W. Richard Roth, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge on the date hereof:

(1)the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ W. RICHARD ROTH

W. Richard Roth

President and Chief Executive Officer

(Principal executive officer)

August 1, 2008

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of SJW Corp. (the “Company”) on Form 10-Q for the quarter ended June 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Angela Yip, Chief Financial Officer and Treasurer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge on the date hereof:

(1)the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ ANGELA YIP

Angela Yip

Chief Financial Officer and Treasurer

(Principal financial officer)

August 1, 2008