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

                           Schedule 13D
              Under the Securities Exchange Act of 1934
                      (Amendment No.      )*


                       WESTERN WATER COMPANY
     _______________________________________________________
                         (Name of Issuer)


                           COMMON STOCK
     _______________________________________________________
                  (Title of Class of Securities)

                              959881103
     _______________________________________________________
                          (CUSIP Number)

                         Henry H. Hopkins
                  T. Rowe Price Associates, Inc.
                100 East Pratt Street - 8th Floor
                    Baltimore, Maryland 21202
                           410-345-6640
       _______________________________________________________
          (Name, Address and Telephone Number of Person
        Authorized to Receive Notices and Communications)

                           June 9, 2005
      _______________________________________________________
     (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this
Schedule  13D,  and is filing this schedule because  of  Sections
240.13d-1(e),  240.13d-1(f) or 240.13d-1(g), check the  following
box. X

NOTE:   Schedules  filed in paper format shall include  a  signed
original and five copies of the schedule, including all exhibits.
See Section 240.13d-7 for other parties to whom copies are to  be
sent.

*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.

The  information  required on the remainder of  this  cover  page
shall not be deemed to be filed for the purpose of Section 18  of
the Securities Exchange Act of 1934 (Act) or otherwise subject to
the  liabilities of that section of the Act but shall be  subject
to all other provisions of the Act (however, see the Notes).
CUSIP No. 959881103
1    NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     T. ROWE PRICE ASSOCIATES, INC.
     52-0556948


 2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
     (a)   NOT APPLICABLE
     (b)   NOT APPLICABLE


3    SEC USE ONLY

     _________________________________________

4    SOURCE OF FUNDS*

     OTHER

5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) or 2(e)

6    CITIZENSHIP OR PLACE OF ORGANIZATION

     MARYLAND

Number of      7    SOLE VOTING POWER            104,200
Shares
Beneficially   8    SHARED VOTING POWER           NONE
Owned By Each
Reporting      9    SOLE DISPOSITIVE POWER     1,040,524
Person
With:         10    SHARED DISPOSITIVE POWER      NONE


11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     1,040,524

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
     CERTAIN SHARES*

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     12.4%

14   TYPE OF REPORTING PERSON*

     1A
                *SEE INSTRUCTIONS BEFORE FILLING OUT!
 CUSIP No. 959881103
1   NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

    T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
    52-1575325

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a) NOT APPLICABLE
    (b) NOT APPLICABLE

3   SEC USE ONLY

     _________________________________________

4    SOURCE OF FUNDS*

     WORKING CAPITAL

5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) or 2(e)


6    CITIZENSHIP OR PLACE OF ORGANIZATION

     MARYLAND

Number of      7    SOLE VOTING POWER            800,412
Shares
Beneficially   8    SHARED VOTING POWER           NONE
Owned By Each
Reporting      9    SOLE DISPOSITIVE POWER        NONE
Person
With:         10    SHARED DISPOSITIVE POWER      NONE


11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     800,412

12    CHECK  BOX  IF  THE AGGREGATE AMOUNT IN ROW  (11)  EXCLUDES
CERTAIN      SHARES*

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     9.5%

14   TYPE OF REPORTING PERSON*

     IV

Item 1.   Security and Issuer.

           This Statement relates to shares of common stock  (the
Common  Stock), and shares of the Series C Convertible Redeemable
Preferred  stock  paying  dividends  of  $72.50  per  year   (the
Preferred  Stock)  of Western Water Company  (the  Issuer).   The
Issuer's   principal  executive  offices  are  located   at   102
Washington Avenue, Point Richmond, California 94801.

Item 2.   Identity and Background.

          (a) - (c), (f) This statement is being filed by T. Rowe
Price Associates, Inc., a Maryland corporation (the Adviser),
with its principal business office being located at 100 East
Pratt Street, Baltimore, Maryland  21202.  The Adviser is
registered as an investment adviser under the Investment Advisers
Act of 1940, as amended, and is engaged in the business of
rendering investment advisory, sub-advisory and supervisory
services  to investment companies registered under the Investment
Company  Act  of  1940, as amended, as well  as  to  individually
managed  accounts  for  institutional  and  other  clients   (the
Accounts).

          Attached as Schedule A hereto and incorporated herein
by reference is a table setting forth all of the executive
officers and directors of the Adviser and the business address,
principal occupation and citizenship of each such person.  The
Adviser  is  a  wholly-owned subsidiary of T. Rowe  Price  Group,
Inc., a public corporation.

          (d)  During the last five years, neither the Adviser
nor any of the specifically named persons listed on Schedule A
hereto has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).

          (e)  During the last five years, neither the Adviser
nor any of the specifically named persons listed on Schedule A
hereto has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.

Item 3.   Source and Amount of Funds or Other Consideration.

          The 104,200 shares of Common Stock heretofore acquired
on behalf of Accounts managed by the Adviser on a discretionary
basis were acquired for the aggregate purchase price of
$1,470,537.25, using the funds of the respective  Accounts.   The
664,500 shares of Common Stock heretofore acquired by the T. Rowe
Price  Small-Cap  Value  Fund (SCV Fund) were  acquired  for  the
aggregate purchase price of $6,910,718.75, using the funds of the
respective Fund.

          The 4,517.723 shares of Series C Convertible Redeemable
Preferred  stock heretofore acquired by the SCV Fund and  the  T.
Rowe  Price  New Era Fund (NEF together the Funds) were  acquired
for  the aggregate purchase price of $4,000,000, using the  funds
of  the respective Funds.  The Funds are sponsored by the Adviser
and serviced by its affiliates.

Item 4.   Purpose of the Transaction.

      On  May 24, 2005, the Issuer filed a voluntary petition  in
the   United  States  Bankruptcy  Court,  Northern  District   of
California, Oakland Division, seeking reorganization relief under
Chapter  11  of the Bankruptcy Code.  The Funds hold $499,963  in
unsecured promissory notes of the Issuer which the Funds received
in exchange for past accrued but unpaid dividends on their shares
of Preferred Stock.  As unsecured debtors, the Funds were invited
to  serve  on  the  Official  Unsecured  Creditors  Committee  in
connection with Issuers bankruptcy proceeding, and on  June  7th,
the  Adviser filed an application for membership on the Committee
with  the  U.S.  Trustees office.   The U.S.  Trustee  informally
notified  the  Advisers  representative  on  June  8th   of   his
acceptance of the application.

On behalf of the Funds and the Accounts, the Adviser acquired and
continues to hold the shares of Common Stock and Preferred  Stock
for  investment  purposes.   As  one  of  three  members  of  the
Creditors   Committee,  the  Adviser  will  be  responsible   for
providing  input to the Committee with respect to all  facets  of
the  Issuers bankruptcy case, including analyzing, reviewing  and
negotiating the terms of the Issuers reorganization plan. In  its
role  as  Committee member, the Adviser will also  negotiate  and
assist  in  the development, approval and implementation  of  the
Issuers debtor-in-possession financing and asset sales as part of
its plan of reorganization.

Except as specifically set forth herein, neither the Adviser  nor
any of the persons listed on Schedule A has any present plans  or
proposals  which  relate or would result in  any  of  the  events
listed  in paragraphs (a) through (j) of Item 4 of Schedule  13D.
Any  future events of the type described in Item 4 affecting  the
Issuer,  including asset sales, liquidations, or reorganizations,
would  be subject to the approval of the Bankruptcy Court,  after
input  by all parties to the proceedings, including the Creditors
Committee.




Item 5.   Interest in Securities of the Issuer.

          (a)  As of the date hereof, an aggregate of 104,200
shares of Common Stock, or  1.3% of the 8,069,000 shares of
Common Stock issued and outstanding as of June 9, 2005, are owned
on behalf of Accounts; and SCV Fund owns 664,500 shares of Common
Stock or 8.2% of the outstanding.  In addition, SCV Fund and  NEF
own  an  aggregate  of 4,517.723 shares of Series  C  Convertible
Redeemable   Preferred   stock.   The  Adviser   has   investment
discretion with respect to each of the Accounts and the Funds and
the investment decisions with respect to each Account or Fund are
made separately.  By virtue of its authority to dispose or direct
the disposition of the shares of Common Stock and Preferred Stock
owned by or on behalf of the Accounts and Funds, the Adviser  may
be  deemed  to  beneficially  own, within  the  meaning  of  Rule
13d-3(a)  under  the Securities Exchange Act of  1934,  all  such
shares,  or an aggregate of 768,700 shares or 9.5% of the  shares
of  Common  Stock outstanding and 4,517.723 shares  of  Series  C
Preferred Stock (see paragraph (b) of this Item 5).  Each Account
and  Fund  may terminate the grant of discretionary authority  to
the Adviser at any time.

          (b)  The Adviser has sole power to vote or direct the
vote of Accounts holding an aggregate of 104,200 shares of Common
Stock.   Each  Fund votes or directs the vote of  the  shares  of
Common Stock and Preferred Stock owned by it and
the Adviser has no authority to vote any such shares; but the
personnel making the decision with respect to the voting of
shares owned by each Fund are also officers or employees of the
Adviser.

As discretionary adviser to the Accounts and the Funds, the
Adviser has the authority to dispose or to direct the disposition
of  all shares of Common and Preferred Stock in the portfolio  of
each  such  Account or Fund.  Such authority is subject,  in  the
case  of both the Accounts and the Funds, to each client's  right
to   terminate   the  advisory  relationship   and   revoke   the
discretionary  authority, and, in the case of the Funds,  to  the
general  supervision  of  each  Fund's  Board  of  Directors   or
Trustees.

          (c)  Not applicable.

          (d)  The Adviser does not serve as custodian of the
assets of any of the Accounts; accordingly, in each instance only
the Account or the Account's custodian or trustee bank has the
right  to  receive dividends paid with respect to,  and  proceeds
from  the  sale of, the shares of Common or Preferred Stock  held
for  the  benefit of such Account.  The ultimate power to  direct
the  receipt of dividends paid with respect to, and the  proceeds
of the sale of,
shares of Common or Preferred Stock is vested in each Account.

          With respect to the shares of Common Stock owned by the
Funds, the Funds' custodians, as appointed by the Funds' Boards,
have the right to receive dividends paid with respect to, and
proceeds from the sale of, such shares.  No other person is known
to have such right or the right to direct receipt of dividends
paid with respect to, or the proceeds of the sale of, such
shares, except that the shareholders of each Fund participate
proportionately in any dividends and distributions so paid.

          (e)  Not applicable.


Item 6.   Contracts, Arrangements, Understandings or
          Relationships with Respect to Securities of the Issuer.

          Not applicable.

Item 7.   Material to Be Filed as Exhibits.

          Not Applicable


                            SIGNATURE



          After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.


Date:  June 20, 2005               Date:  June 20, 2005
T. Rowe Price Small-Cap Value      T. Rowe Price Associates, Inc.
         Fund, Inc.




By:  /s/ Joseph A. Carrier          By: /s/ Henry H. Hopkins
     Joseph A. Carrier,                 Henry H. Hopkins,
     Treasurer                          Vice President









                            SCHEDULE A

EXECUTIVE OFFICERS AND DIRECTORS - T. ROWE PRICE ASSOCIATES, INC.

Listed below are the directors and executive officers of T. Rowe
Price Associates, Inc., all of whom are citizens of the U.S.A.
The principal occupation of each of the directors and executive
officers is as an employee of T. Rowe Price Associates, Inc., and
the business address of each is 100 East Pratt Street, Baltimore,
Maryland  21202.

George A. Roche, Director & President

Edward C. Bernard, Director & Vice President

James A.C. Kennedy, Director & Vice President

Mary J. Miller, Director & Vice President

James S. Riepe, Director & Vice President

Brian C. Rogers, Director & Chief Investment Officer

Kenneth V. Moreland, Chief Financial Officer

Joseph Paul Croteau, Treasurer & Controller

Barbara A. Van Horn, Secretary


Listed below is a director and executive officer of T. Rowe Price
Associates, Inc. who is a citizen of England.  The principal
occupation of said director and executive officer is as an
employee of T. Rowe Price Associates, Inc. and his business
address is 60 Queen Victoria Street, London,
EC4N4TZ England.

      David J. L. Warren, Director & Vice President

In  addition,  approximately  274  employees  of  T.  Rowe  Price
Associates, Inc. are Vice Presidents of the firm.


June 20, 2005