8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):  September 13, 2010

SouthWest Water Company

(Exact Name of Registrant as Specified in Its Charter)

Delaware	0-8176	95-1840947
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Wilshire Building
624 South Grand Avenue, Suite 2900
Los Angeles, CA 90017-3782

(Address of principal executive offices)  (Zip Code)

(213) 929-1800

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report date)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Introductory Note

                On September 13, 2010, SouthWest Water Company (the “Company”) announced the completion of the merger of SW Merger Sub Corp. (“Merger Sub”), a Delaware corporation, with and into the Company (the “Merger”), pursuant to an Agreement and Plan of Merger dated as of March 2, 2010 (the “Merger Agreement”), among the Company, SW Merger Acquisition Corp. (“Parent”) and Merger Sub.  As a result of the Merger, all of the issued and outstanding capital stock of the Company is currently owned by Parent, which in turn is owned by institutional investors advised by J.P. Morgan Asset Management and Water Asset Management, L.L.C.

Item 1.01 Entry into a Material Definitive Agreement

First Supplemental Indenture

                On September 13, 2010, the Company entered into a First Supplemental Indenture (the “Supplemental Indenture”) with The Bank of New York Mellon Trust Company, N.A., as trustee (“Trustee”), which amended its Indenture, dated as of July 20, 2001 between the Company and the Trustee relating to the Company’s 6.85% Convertible Subordinate Debentures due July 1, 2021 (the “Indenture”).  The terms of the Supplemental Indenture are summarized below in Item 3.03, and a copy of the Supplemental Indenture is attached to this Current Report as Exhibit 4.1 and is incorporated herein by reference.

Senior Secured Credit Facility

In connection with the Merger, Merger Sub entered into a senior secured revolving credit facility on September 13, 2010 (the “Senior Secured Credit Facility”), by and among Merger Sub, each lender from time to time party thereto (the “Lenders”), CoBank, ACB, as letter of credit issuer and Royal Bank of Canada, as administrative agent.  Upon the consummation of the Merger, the Company became party to the Senior Secured Credit Facility as successor to Merger Sub.

Pursuant to the terms of the Senior Secured Credit Facility, the Lenders have committed to make up to $72,250,000 available to the Company to borrow on a revolving basis.  The Senior Secured Credit Facility also includes borrowing capacity available for letters of credit.  All borrowings made under the Senior Secured Credit Facility will mature on September 13, 2013.  The Company’s obligations under the Senior Secured Credit Facility are guaranteed by certain of the Company’s direct and indirect subsidiaries, along with a limited guaranty made by Parent (such subsidiaries and Parent, together with the Company, the “Loan Parties”).  In addition, the Company’s obligations under the Senior Secured Credit Facility and the guarantee obligations of the other Loan Parties are secured by a lien on substantially all of the assets of the Loan Parties, including a pledge of all of the outstanding capital stock of certain of the Loan Parties’ material subsidiaries that are directly owned by the Loan Parties (except that such lien on Parent’s assets is limited to the capital stock of the Company owned by Parent and any proceeds thereof).  The Senior Secured Credit Facility contains customary representations and warranties, events of default, affirmative covenants and negative covenants (which impose restrictions and limitations on, among other things, dividends, investments, asset sales, capital expenditures and the ability of the Company and its subsidiaries to incur additional debt and liens), along with certain financial covenants.

Senior Secured Notes Facility

On September 13, 2010, Merger Sub issued $100,000,000 aggregate principal amount of 6.54% Senior Secured Notes due 2035 (the “Notes”) pursuant to the Note Purchase Agreement entered into on September 13, 2010 by and among Merger Sub and each of the purchasers party thereto (the “Note Purchase Agreement”).  The Notes will mature on September 13, 2035.  Upon consummation of the Merger, the Company became the successor to the obligations of Merger Sub with respect to the Notes. 

Interest on the Notes is payable on March 13 and September 13 of each year, commencing on March 13, 2011  The Notes are senior secured obligations of the Company and rank equally in right of payment with all of the Company’s existing and future senior indebtedness, including indebtedness outstanding under the Senior Secured Credit Facility.  In addition, the Notes are guaranteed and secured equally and ratably with the obligations under the Senior Secured Credit Facility.  The Note Purchase Agreement contains customary representations and warranties, events of default, affirmative covenants and negative covenants (which impose restrictions and limitations on, among other things, dividends, investments, asset sales, capital expenditures and the ability of the Company and its subsidiaries to incur additional debt and liens), along with certain financial covenants.

Item 1.02 Termination of a Material Definitive Agreement

Termination of Plans

At the completion of the Merger, the Company’s equity incentive plans, including the Second Amended and Restated Stock Option Plan, the Amended and Restated Stock Option Plan for Non-Employee Directors and the 2006 Equity Incentive Plan, were terminated.  In addition, the Amended and Restated Employee Stock Purchase Plan, as amended, and the Amended and Restated Dividend Reinvestment and Stock Purchase Plan were terminated at the completion of the Merger.

Repayment of Loans

On September 13, 2010, the Company repaid all outstanding amounts due and owing on its $110 million credit facility provided pursuant to an Amended and Restated Credit Agreement dated February 15, 2008, among the Company, the lenders signatory thereto, and Bank of America, N.A., as Administrative Agent.  This credit facility was replaced with the Senior Secured Credit Facility.

Item 2.03  Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant

                The descriptions of the Senior Secured Credit Facility and the Notes set forth under Item 1.01 hereof is hereby incorporated by reference into this Item 2.03. 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the completion of the Merger, the Company notified Nasdaq Stock Market LLC (“Nasdaq”) on September 13, 2010 that its outstanding shares of Common Stock were canceled and converted into the right to receive $11.00 per share in cash, without interest and less any required withholding taxes, and requested that Nasdaq file with the Securities and Exchange Commission a Form 25 to delist and deregister the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended.  Trading in the Common Stock on Nasdaq was suspended on September 13, 2010.

Item 3.03 Material Modification to Rights of Security Holders

In the Merger, all shares of Common Stock, other than any dissenting shares, treasury shares, or shares held by Parent, Merger Sub, the Company or any of their direct or indirect subsidiaries, were canceled and converted into the right to receive $11.00 per share, without interest and less any required withholding taxes.

The 6.85% Convertible Subordinate Debentures due July 1, 2021 (the “Debentures”) issued in connection with the Indenture will remain as outstanding obligations of the Company after the Merger and until they are converted or redeemed.  As provided in the Supplemental Indenture, from and after the Merger, a holder of the Debentures may convert them into the amount of cash that the holder would have received immediately before the Merger.  Accordingly, the Debentures will become convertible into $11.00 in cash for each share of Common Stock into which they were convertible immediately before the Merger.  The Debentures were convertible immediately before the Merger into shares of Common Stock at a conversion price of $11.018 per share.

Item 5.01 Changes in Control of Registrant

                On September 13, 2010, pursuant to the terms of the Merger Agreement, Merger Sub was merged with and into the Company, with the Company being the surviving corporation in the Merger.  In the Merger, all shares of Common Stock, other than any dissenting shares, treasury shares, or shares held by Parent, Merger Sub, the Company or any of their direct or indirect subsidiaries, were cancelled and converted into the right to receive $11.00 per share in cash, without interest and less any required withholding taxes.  As a result of the Merger, the Company became a wholly-owned subsidiary of Parent, which in turn is owned by institutional investors advised by J.P. Morgan Asset Management and Water Asset Management, L.L.C.  As provided in the Merger Agreement, the sole director of Merger Sub immediately prior to the completion of the Merger has become the Company’s sole director.

                The aggregate purchase price paid by Parent for all equity securities of the Company was approximately $274,771,838.  The purchase price was funded by equity financing provided by institutional investors advised by J.P. Morgan Asset Management and Water Asset Management, L.L.C. and debt financing as set forth in Item 1.01 hereof, which is incorporated hereby by reference into this Item 5.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Merger and pursuant to the Merger Agreement, on September 13, 2010, all of the directors prior to the Merger, namely Kimberly Alexy, Bruce C. Edwards, Linda Griego, Thomas Iino, William D. Jones and Mark A. Swatek, voluntarily resigned from the board of directors of the Company.  As provided in the Merger Agreement, the director of Merger Sub immediately prior to the completion of the Merger, Mr. Dennis Clarke, has become the Company’s sole director.

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the Merger Agreement, upon consummation of the Merger on September 13, 2010, the certificate of incorporation of the Company was amended to read as the certificate of incorporation of Merger Sub immediately prior to the Merger (except that the name of the Company is SouthWest Water Company and the provisions relating to the incorporator were omitted).  Also, upon consummation of the Merger on September 13, 2010, the bylaws of the Company were amended to read in their entirety as the bylaws of Merger Sub immediately prior to the Merger.

Copies of the amended certificate of incorporation and bylaws are attached to this Current Report as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number	Description
3.1	Fourth Restated Certificate of Incorporation of SouthWest Water Company
3.2	Bylaws of SouthWest Water Company
4.1	First Supplemental Indenture dated as of September 13, 2010, between SouthWest Water Company and The Bank of New York Mellon Trust Company, N.A., as trustee

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 hereunto duly authorized.

		SOUTHWEST WATER COMPANY (Registrant)
		By:	/s/ William K. Dix
			Name:	William K. Dix
			Title:	Vice President, General Counsel and Corporate Secretary
Date:	September 13, 2010

Exhibit Index

Exhibit Number	Description
3.1	Fourth Restated Certificate of Incorporation of SouthWest Water Company
3.2	Bylaws of SouthWest Water Company
4.1	First Supplemental Indenture dated as of September 13, 2010, between SouthWest Water Company and The Bank of New York Mellon Trust Company, N.A., as trustee

 DAL:1004276/00001:1956542v3

EX-4.1

SOUTHWEST WATER COMPANY

AND

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

Trustee

FIRST SUPPLEMENTAL INDENTURE

Dated as of September 13, 2010

FIRST SUPPLEMENTAL INDENTURE, dated as of September 13, 2010, between SOUTHWEST WATER COMPANY, a Delaware corporation (the “Corporation”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee”), as successor to Chase Manhattan Bank and Trust Company, National Association.  Terms not defined herein shall have the meanings assigned to them in the Indenture (as defined below).

RECITALS

WHEREAS, the Corporation and the Trustee are parties to that certain Indenture, dated as of July 20, 2001 (the “Indenture”);

WHEREAS, the Corporation is party to that certain Agreement and Plan of Merger, dated as of March 2, 2010, by and among SW Merger Acquisition Corp., a Delaware corporation (“Parent”), SW Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the Corporation, pursuant to which Merger Sub is to merge with and into the Corporation (the “Merger”), with the Corporation continuing as the surviving corporation and a wholly owned subsidiary of Parent, and the holders of the Corporation’s Common Stock will have the right to receive $11.00 per share in cash (the “Merger Consideration”);

WHEREAS, pursuant to Section 11.15 of the Indenture, in connection with the Merger, the Corporation and the Trustee are to enter into this First Supplemental Indenture to specify that, at and after the effective time of the Merger, each Debenture shall be convertible only into cash in an amount equal to the product of (i) the Merger Consideration and (ii) the number of shares of Common Stock that the Holder of the Debenture would have received if such Holder had converted such Debenture into the number of shares of Common Stock issuable upon conversion of such Debenture immediately prior to such effective time of the Merger; and

WHEREAS, Section 10.01 of the Indenture provides that the Corporation and the Trustee may enter into supplemental indentures without notice to or the consent of any Holder to comply with Section 11.15 of the Indenture;

NOW, THEREFORE, for and in consideration of the premises, it is mutually covenanted and agreed, for the equal and ratable benefit of the Holders, as follows:

ARTICLE I

EFFECT OF SPECIFIED BUSINESS TRANSACTION

SECTION 1.1.  Conversion of Debentures.  Pursuant to Section 11.15 of the Indenture, at and after the effective time of the Merger, each Debenture shall be convertible only into cash in an amount equal to the product of (i) the Merger Consideration and (ii) the number of shares of Common Stock that the Holder of the Debenture would have received if such Holder had converted such Debenture into the number of shares of Common Stock issuable upon conversion of such Debenture immediately prior to such effective time of the Merger.  Such amount will be $11,000 per 1,000 shares of Common Stock.

ARTICLE II

ACCEPTANCE OF SUPPLEMENTAL INDENTURE

SECTION 2.1.  Trustee’s Acceptance.  The Trustee hereby accepts this First Supplemental Indenture and agrees to perform the same under the terms and conditions set forth in the Indenture.

ARTICLE III

GENERAL PROVISIONS

SECTION 3.1.  Effect of Supplemental Indenture.  This First Supplemental Indenture shall be deemed effective immediately prior to the effective time of the Merger.  Upon the effectiveness of this First Supplemental Indenture, the Indenture shall be supplemented and amended in accordance herewith, and this First Supplemental Indenture shall form a part of the Indenture for all purposes, and the Holder of every Debenture heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby.

SECTION 3.2.  Indenture Remains in Full Force and Effect.  Except as supplemented and amended hereby, all provisions in the Indenture shall remain in full force and effect.

SECTION 3.3.  Headings.  The headings of the Articles and Sections of this First Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

SECTION 3.4.  Duplicate Originals.  The parties may sign any number of copies of this First Supplemental Indenture.  One signed copy is enough to prove this First Supplemental Indenture.

SECTION 3.5.  No Adverse Interpretation of Other Agreements.  This First Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Corporation or a subsidiary (other than the Indenture).  Any such indenture, loan or debt agreement (other than the Indenture) may not be used to interpret this First Supplemental Indenture.

SECTION 3.6.  Confirmation and Preservation of Indenture.  The Indenture as supplemented by this First Supplemental Indenture is in all respects confirmed and preserved.

SECTION 3.7.  Trust Indenture Act Controls.  If any provision of this First Supplemental Indenture limits, qualifies or conflicts with another provision which is required to be included in the Indenture or this First Supplemental Indenture by the Trust Indenture Act, the required provision shall control.

SECTION 3.8.  Successors.  All agreements of the Corporation in this First Supplemental Indenture shall bind its Successor.  All agreements of the Trustee in this First Supplemental Indenture shall bind its successor.

SECTION 3.9.  Severability.  In case any provision in this First Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 3.10.  Certain Duties and Responsibilities of the Trustee.  In entering into this First Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided.

SECTION 3.11.  Governing Law.  The laws of the State of California shall govern this First Supplemental Indenture.

SECTION 3.12.  Trustee Disclaimer.  The Trustee shall have no responsibility for the validity or sufficiency of this First Supplemental Indenture nor for the recitals contained herein.

[SIGNATURE PAGE FOLLOWS]

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

SOUTHWEST WATER COMPANY

                                                By: /s/ Mark A. Swatek_______
                                                            Chief Executive Officer

                                                By: /s/ Ben Smith____________
                                                            Chief Financial Officer

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

                                                By: /s/ Teresa Petta___________
                                                            Vice President

EX-3.2

BY-LAWS

OF

SOUTHWEST WATER COMPANY

(A Delaware corporation)

ARTICLE I

STOCKHOLDERS

1.CERTIFICATES REPRESENTING STOCK.

(a)All classes of series of shares of the Corporation shall be uncertificated shares unless and until the Board of Directors provides otherwise by resolution.  If certificates representing stock in the Corporation are issued by the Corporation, every holder of stock in the Corporation shall be entitled to have a certificate signed by, or in the name of, the Corporation by the Chairman or Vice-Chairman of the Board of Directors, if any, or by the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation representing the number of shares owned by such person in the Corporation.  If such certificate is countersigned by a transfer agent other than the Corporation or its employee or by a registrar other than the Corporation or its employee, any other signature on the certificate may be a facsimile.  In case any officer, transfer agent, or registrar who has signed or whos e facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

(b)Whenever the Corporation shall be authorized to issue more than one class of stock or more than one series of any class of stock, and whenever the Corporation shall issue any shares of its stock as partly paid stock, the certificates, if any, representin g shares of any such class or series or of any such partly paid stock shall set forth thereon the statements prescribed by the General Corporation Law.  Any restrictions on the transfer or registration of transfer of any shares of stock of any class or series shall be noted conspicuously on the certificate representing such shares.

(c)The Corporation may issue a new certificate of stock in place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Board of Directors may require the owner of any lost, stolen or destroyed certificate, or such person’s legal representative, to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate.

2.FRACTIONAL SHARE INTERESTS.

The Corporation may, but shall not be required to, issue fractions of a share.

3.STOCK TRANSFERS.

Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, transfers or registration of transfer of shares of stock of the Corporation shall be made only on the stock ledger of the Corporation by the registered holder thereof, or by such person’s attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation or with a transfer agent or a registrar, if any, and on surrender of the certificate or certificates for such shares of stock properly endorsed and the payment of all taxes due thereon.

4.RECORD DATE FOR STOCKHOLDERS.

(a)In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting.  If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

(b)In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allot ment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action.  If no record date has been fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

5.       &nb sp;          MEANING OF CERTAIN TERMS.

As used herein in respect of the right to notice of a meeting of stockholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting, as the case may be, the term “share” or “shares” or “share of stock” or “shares of stock” or “stockholder” or “stockholders” refers to an outstanding share or shares of stock and to a holder or holders of record of outstanding shares of stock when the Corporation is authorized to issue only one class of shares of stock, and said reference is also intended to include any outstanding share or shares of stock and any holder or holders of record of outstanding shares of stock of any class upon which or upon whom the Certificate of Incorporation confers such rights where there are two or more classes or series of shares of stock or upon which or upon whom the General Corporation Law confers such rights notwithstanding that the Certificate of Incorporation may provide for more than one class or series of shares of stock, one or more of which are limited or denied such rights thereunder; provided, however, that no such right shall vest in the event of an increase or a decrease in the authorized number of shares of stock of any class or series which is otherwise denied voting rights under the provisions of the Certificate of Incorporation, including any preferred stock which is denied voting rights under the provisions of the resolution or resolutions adopted by the Board of Directors with respect to the issuance thereof.

6.STOCKHOLDER MEETINGS.

(a)TIME.  The annual meeting shall be held on the date and at the time fixed, from time to time, by the Board of Directors.  A special meeting shall be held on the date and at the time fixed by the Board of Directors.

(b)PLACE.  Annual meetings and special meetings shall be held at such place, within or without the State of Delaware, as the Board of Directors may, from time to time, fix.  Whenever the Board o f Directors shall fail to fix such place, the meeting shall be held at the registered office of the Corporation in the State of Delaware.

(c)CALL.  Annual meetings and special meetings may be called by the Board of Directors or by any officer instructed by the Board of Directors to call the meeting.

(d)NOTICE OR WAIVER OF NOTICE.  Written notice of all meetings shall be given, stating the place, date and hour of the meeting.  The notice of an annual meeting shall state that the meeting is called for the election of Directors and for the transaction of other business which may properly come before the meeting, and shall (if any other action which could be taken at a special meeting is to be taken at such annual meeting), state such other action or actions as are known at the time of such notice.  The notice of a special meeting shall in all instances state the purpose or purposes for which the meeting is called. If any action is proposed to be taken which would, if taken, entitle stockholders to receive payment for their shares of stock, the notice shall include a statement of that purpose and to that effect.  Except as otherwise provided by the General Corporation Law, a copy of the notice of any meeting shall be given, personally or by mail, not less than ten (10) days nor more than sixty (60) days before the date of the meeting, unless the lapse of the prescribed period of time shall have been waived, and directed to each stockholder at such person’s address as it appears on the records of the Corporation.  Notice by mail shall be deemed to be given when deposited, with postage thereon prepaid, in the United States mail.  If a meeting is adjourned to another time, not more than thirty (30) days hence, and/or to another place, and if an announcement of the adjourned time and place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the Board of Directors, after adjournment, fixes a new record date for the adjourned meeting.  Notice need not be given to any stockholder who submits a written waiver of notice b efore or after the time stated therein.  Attendance of a person at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice.

(e)STOCKHOLDER LIST. 0; There shall be prepared and made, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders, arranged in

alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.  The stock ledger shall be the only evidence as to who are the stockholde rs entitled to examine the stock ledger, the list required by this section or the books of the Corporation, or to vote at any meeting of stockholders.

(f)CONDUCT OF MEETING.  Meetings of the stockholders shall be presided over by one of the following officers in the order of seniority and if present and acting:  the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, a Vice President, a chairman for the meeting chosen by the Board of Directors or, if none of the foregoing is in office and present a nd acting, by a chairman to be chosen by the stockholders.  The Secretary of the Corporation or, in such person’s absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present the chairman for the meeting shall appoint a secretary of the meeting.

(g)PROXY REPRESENTATION.  Each stockholder otherwise entitled to participate in a matter may authorize another person or persons to act for such stockholder by proxy in all matters in which such stockholder is e ntitled to participate, whether by waiving notice of any meeting, voting or participating at a meeting, or expressing consent or dissent without a meeting.  Every proxy must be signed by the stockholder or by such stockholder’s attorney-in-fact.  No proxy shall be voted or acted upon after three (3) years from its date unless such proxy provides for a longer period.  A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.  A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally.

(h)INSPECTORS AND JUDGES.  The Board of Directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election or judges of the vote, as the case may be, to act at the meeting or any adjournment thereof.  If an inspector or inspectors or judge or judges are not appointed by the Board of Directors, the person presiding at the meeting may, but need not, appoint one or more inspectors or judges.  In case any person who may be appointed as an inspector or judge fails to appear or act, the vacancy may be filled by appointment made by the person presiding thereat.  Each inspector or judge, if any, before entering upon the discharge of such person’s duties, shall take and sign an oath faithfully to execute the duties of inspector or judge at such meeting wit h strict impartiality and according to the best of his ability.  The inspectors or judges, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum and the validity and effect of proxies, receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such other acts as are proper to conduct the election or vote with fairness to all stockholders.  On request of the person presiding at the meeting, the inspector or inspectors or judge or judges, if any, shall make

a report in writing of any challenge, question or matter determined by such person or persons and execute a certificate of any fact so found.

(i)QUORUM.  Except as the General Corporation Law or these By-Laws may otherwise provide, the holders of a majority of the outstanding shares of stock e ntitled to vote shall constitute a quorum at a meeting of stockholders for the transaction of any business.  The stockholders present may adjourn the meeting despite the absence of a quorum.  When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.

(j)VOTING.  Each stockholder entitled to vote in accordance with the terms of the Certificate of Incorporation and of these By-Laws, or, with respect to the issuance of preferred stock, in accordance with the terms of a resolution or resolutions of the Board of Directors, shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder.  In the election of Directors, a plurality of the votes present at the meeting shall elect.  Any other action shall be authorized by a majority of the votes cast except where the Certificate of Incorporation or the General Corporation Law prescribes a different percentage of votes and/or a different exercise of voting power.

(k)Voting by ballot shall not be required for co rporate action except as otherwise provided by the General Corporation Law.

7.STOCKHOLDER ACTION WITHOUT MEETINGS.

Any action required to be taken, or any action which may be taken, at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and shall be delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business or an officer or agent o f the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded.  Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.

ARTICLE II

DIRECTORS

1.FUNCTIONS AND DEFINITION.

The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors of the Corporation.  The use of the phrase “whole Board” herein refers to the total number of Directors which the Corporation would have if there were no vacancies.

2.QUALIFICATIONS AND NUMBER.

A Director need not be a stockholder, a citizen of the United States, or a resident of the State of Delaware.  The initial Board of Directors shall consist of at least one (1) person.  Thereafter the number of Directors constituting the whole board shall be at least one.  Subject to the foregoing limitation and except for the first Board of Directors, such number may be fixed from time to time by action of the stockholders or of the Board of Directors, or, if the number is not fixed, the number shall be one.  The number of Directors may be increased or decreased by action of the stockholders or of the Board of Directors.

3.ELECTION AND TERM.

The first Board of Directors, unless the members thereof shall have been named in the Certificate of Incorporation, shall be elected by the incorporator or incorporators and shall hold office until the first annual meeting of stockholders and until their successors have been elected and qualified or until their earlier resignation or removal.  Any Director may resign at any time upon written notice to the Corporation.  Thereafter, Directors who are elected at an annual meeting of stockholders, and Directors who are elected in the interim to fill vacancies and newly created Directorships, shall hold office until the next annual meeting of stockholders and until their successors have been elected and qualified or until their earlier resignation or removal.  In the interim between annual meetings of stockholders or o f special meetings of stockholders called for the election of Directors and/or for the removal of one or more Directors and for the filling of any vacancies in the Board of Directors, including vacancies resulting from the removal of Directors for cause or without cause, any vacancy in the Board of Directors may be filled by the vote of a majority of the remaining Directors then in office, although less than a quorum, or by the sole remaining Director.

4.MEETINGS.

(a) TIME.  Regular meetings shall be held at such time as the Board shall fix.  Special meetings may be called upon notice.

(b)FIRST MEETING.  The first meeting of each newly elected Board may be held immediately after each annual meeting of the stockholders at the same place at which the meeting is held, and no notice of such meeting shall be necessary to call the meeting, provided a quorum shall be present.  In the event such first meeting is not so held immediately after the annual meeting of the stockholders, it may be held at such t ime and place as shall be specified in the notice given as provided for special meetings of the Board of Directors, or at such time and place as shall be fixed by the consent in writing of all of the Directors.

(c)PLACE.  Meetings, both regular and special, shall be held at such place within or without the State of Delaware as shall be fixed by the Board.

(d)CALL.  No call shall be required for regular meetings for which the time and place have been fixed.  Special meetings may be called by or at the direction of the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, or the President, or of a majority of the Directors.

(e)NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER.  No notice shall be required for regular meetings for which the time and place have been fixed.  Written, oral or any other mode of notice of the time and place shall be given for special meetings at least twenty-four (24) hours prior to the meeting; notice may be given by telephone of telefax (in which case it is effective when given) or by mail (in which case it is effective seventy-two (72) hours after mailing by prepaid first class mail).  The noti ce of any meeting need not specify the purpose of the meeting.  Any requirement of furnishing a notice shall be waived by any Director who signs a written waiver of such notice before or after the time stated therein.  Attendance of a Director at a meeting of the Board shall constitute a waiver of notice of such meeting, except when the Director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

(f)QUORUM AND ACTION.  A majority of the whole Board shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the Directors in office shall constitute a quorum, provided that such majority shall constitute at least one-third (1/3) of the whole Board.  Any Director may participate in a meeting of the Board by means of a conference telephone or similar communications equipment by means of which all Directors participating in the meeting can hear each other, and such participation in a meeting of the Board shall constitute presence in person at such meeting.  A majority of the Directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as herein otherwise provided, and except as otherwise provided by the General Corporation Law, the act of the Board shall be the act by vote of a majority of the Directors present at a meeting, a quorum being present.  The quorum and voting provisions herein stated sh all not be construed as conflicting with any provisions of the General Corporation Law and these By-Laws which govern a meeting of Directors held to fill vacancies and newly created Directorships in the Board.

(g)CHAIRMAN OF THE MEETING.  The Chairman of the Board, if any and if present and acting, shall preside at all meetings.  Otherwise, the Vice-Chairman of the Board, if any and if present and acting, or the President, if present and acting, or any other Director chosen by the Board, shall preside.

5.REMOVAL OF DIRECTORS.

Any or all of the Directors may be removed for cause or without cause by the stockholders.

6.COMMITTEES.

The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Directors of the Corporation.  The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it.  In the absence or disqualification of any member of any such committee or committees, the members thereof present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

7.ACTION IN WRITING.

Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if a majority of the members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

ARTICLE III

OFFICERS

1.EXECUTIVE OFFICERS.

The Board of Directors may elect or appoint a Chairman of the Board of Directors, a President, one or more Vice Presidents (which may be denominated with additional descriptive titles), a Secretary, one or more Assistant Secretaries, a Treasurer, one or more Assistant Treasurers and such other officers as it may determine.  Any number of offices may be held by the same person.

2.TERM OF OFFICE;  REMOVAL.

Unless otherwise provided in the resolution of election or appointment, each officer shall hold office until the meeting of the Board of Directors following the next annual meeting of stockholders and until such officer’s successor has been elected and qualified or until the earlier resignation or removal of such officer.  The Board of Directors may remove any officer for cause or without cause.

3.AUTHORITY AND DUTIES.

All officers, as between themselves and the Corporation, shall have such authority and perform such duties in the management of the Corporation as may be provided in these By-Laws, or, to the extent not so provided, by the Board of Directors.

4.THE CHAIRMAN OF THE BOARD OF DIRECTORS.

The Chairman of the Board of Directors, if present and acting, shall preside at all meetings of the Board of Directors, otherwise, the President, if present, shall preside, or if the President does not so preside, any other Director chosen by the Board shall preside.

5.THE PRESIDENT.

The President shall be the chief executive officer of the Corporation.

6.VICE PRESIDENTS.

Any Vice President that may have been appointed, in the absence or disability of the President, shall perform the duties and exercise the powers of the President, in the order of their seniority, and shall perform such other duties as the Board of Directors shall prescribe.

7.THE SECRETARY.

The Secretary shall keep in safe custody the seal of the Corporation and affix it to any instrument when authorized by the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors.  The Secretary (or in such officer’s absence, an Assistant Secretary, but if neither is present another person selected by the Chairman for the meeting) shall have the duty to record the proceedings of the meetings of the stockholders and Directors in a book to be kept for that purpose.

8.THE TREASURER.

The Treasurer shall have the care and custody of the corporate funds, and other valuable effects, including securities, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.  The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and Directors, at the regular meetings of the Board, or whenever they may require it, an account of all transactions as Treasurer and of the financial condition of the Corporation.  If required by the Board of Directors, the Treasurer shall give the Corp oration a bond for such term, in such sum and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of the duties of such office and for the restoration to the Corporation, in case of such person’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in such person’s possession or under such person’s control belonging to the Corporation.

ARTICLE IV

CORPORATE SEAL
AND
CORPORATE BOOKS

The corporate seal shall be in such form as the Board of Directors shall prescribe.  The books of the Corporation may be kept within or without the State of Delaware, at such place or places as the Board of Directors may, from time to time, determine.

ARTICLE V

FISCAL YEAR

The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors.

ARTICLE VI

INDEMNITY

(a)Any person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a Director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (inc luding employee benefit plans) (hereinafter an “indemnitee”), shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification than permitted prior thereto), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such indemnitee in connection with such action, suit or proceeding, if the indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe such conduct was unlawful.  The termination of the proceeding, whether by judgment, order, settlement, conviction or upon a plea of nolocontendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe such conduct was unlawful.

(b)Any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise (including employee benefit plans) shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification than permitted prior thereto), against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court in which such suit or action was brought, shall determine, upon application, that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

(c)All reasonable expenses incurred by or on behalf of the indemnitee in connection with any suit, action or proceeding, may be advanced to the indemnitee by the Corporation.

(d)The rights to indemnification and to advancement of expenses conferred in this article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Certificate of Incorporation, a By-Law of the Corporation, agreement, vote of stockholders or disinterested Directors or otherwise.

(e)The indemnification and advancement of expenses provided by this article shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

EX-3.1

FOURTH RESTATED

CERTIFICATE OF INCORPORATION

OF SOUTHWEST WATER COMPANY

FIRST:  The name of the corporation is SouthWest Water Company (the “Corporation”).

SECOND:  The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, 19801.  The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

THIRD:  The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH:  The total number of shares of stock which the Corporation shall have authority to issue is ten thousand (10,000) shares, all of which are of a par value of one cent ($.01) each, and all of which are of one class and are designated as common stock (“Common Stock”).

FIFTH:  Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporati on under Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs.  If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

SIXTH:  The power to make, alter, or repeal the By-Laws of the Corporation, and to adopt any new By-Law, shall be vested in the Board of Directors, but the stockholders of the Corporation may make additional By-Laws and may amend or repeal any By-Laws whether adopted by them or otherwise.

SEVENTH:  The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of Section 102 of the General Corporation Law of Delaware, as the same may be amended and supplemented, or by any successor thereto.  Neither the amendment or repeal of this Article Seventh, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article Seventh shall adversely affect any right or protection of a director of the Corporation existing at the time of such amendment, repeal or adoption.

EIGHTH:  The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of Delaware, as the same may be amended and supplemented, or by any successor thereto, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section.  The Corporation shall advance expenses to the fullest extent permitted by said section.  Such right to indemnification and advancement of expenses shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.  The indemnification and advancement of expenses provided for herein shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, vote of stockholders or disinterested directors or otherwise.