10-K/A

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

                                  FORM 10-K/A
                                (AMENDMENT ONE)
(MARK ONE)

   X      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
 -----                                                                   
           EXCHANGE ACT OF 1934

          FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994

                                      OR

 _____    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
           EXCHANGE ACT OF 1934

          For the transition period from_______________to___________________

Commission file number 0-8176



[LOGO OF SOUTHWEST          SOUTHWEST WATER COMPANY
 WATER COMPANY   (Exact name of registrant as specified in its charter)    
 APPEARS HERE]
  


                       DELAWARE                               95-1840947     
            (STATE OR OTHER JURISDICTION OF                (I.R.S. EMPLOYER  
            INCORPORATION OR ORGANIZATION)                 IDENTIFICATION NO.)

            225 NORTH BARRANCA AVENUE, SUITE 200               91791-1605
                    WEST COVINA, CALIFORNIA                    (ZIP CODE)
            (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

               REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:   (818) 915-
                1551

                SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:   
                 NONE

                 SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

            (1)  COMMON SHARES, $.01 PAR VALUE
            (2)  SERIES A, 5-1/4% PREFERRED SHARES, CUMULATIVE, $.01 PAR VALUE
            (3)  9-1/2% CONVERTIBLE SUBORDINATED DEBENTURES, DUE 1995
                                            (TITLE OF CLASSES)

   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    X      NO 
     -----       -----    

   On March 10, 1995, there were 2,424,131 common shares outstanding. The
aggregate market value of the Registrant's common shares held by non-affiliates
of Registrant (2,230,631 shares) was approximately $19,239,000 based upon the
average of the bid and asked prices as of March 10, 1995. Registrant is unable
to estimate the aggregate market value of its preferred shares held by non-
affiliates of Registrant because there is no public market for such shares.

                     DOCUMENTS INCORPORATED BY REFERENCE:
           DOCUMENTS                                   FORM 10-K REFERENCE
           ---------                                   -------------------
           Portions of Registrant's  1994
              Annual Report to Stockholders            Parts I, II and IV
           Proxy Statement dated March 20, 1995,
              for Annual Meeting of Stockholders
              on Tuesday, May 9, 1995                  Part III
                                                       
         SEE PAGES 22 TO 24 FOR EXHIBIT INDEX FILED WITH THIS REPORT.

 
                   SOUTHWEST WATER COMPANY AND SUBSIDIARIES


ITEM 14.  EXHIBITS, FURNISHED PURSUANT TO ITEM 601 OF REGULATION S-K

           27  RESTATED FINANCIAL DATA SCHEDULE.

 
                   SOUTHWEST WATER COMPANY AND SUBSIDIARIES
                                  SIGNATURES

   Pursuant to the requirement of Section 13 or 15(d) 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:


                                         SOUTHWEST WATER COMPANY
                                  
                                  
                                  
Dated: April  21 , 1995             By:  /s/ANTON C. GARNIER
                                         -------------------
                                         Director and President
                                         (Principal Executive Officer)
                                  
                                  
                                  
Dated: April  21, 1995              By:  /s/DIANE CASTELLO PITTS
                                         -----------------------
                                         Diane Castello Pitts
                                         Corporate Controller and Treasurer
                                         (Principal Financial and Accounting 
                                         Officer)

EX-27

 



<ARTICLE> 5
<MULTIPLIER> 1
       
                             
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-START>                             JAN-01-1994
<PERIOD-END>                               DEC-31-1994
<CASH>                                         828,000
<SECURITIES>                                         0
<RECEIVABLES>                                6,162,000
<ALLOWANCES>                                   141,000
<INVENTORY>                                          0
<CURRENT-ASSETS>                             8,860,000
<PP&E>                                     102,102,000
<DEPRECIATION>                              29,966,000
<TOTAL-ASSETS>                              86,834,000
<CURRENT-LIABILITIES>                       11,131,000
<BONDS>                                     20,500,000
<COMMON>                                        24,000
<PREFERRED-MANDATORY>                           11,000
<PREFERRED>                                    519,000
<OTHER-SE>                                  27,978,000
<TOTAL-LIABILITY-AND-EQUITY>                86,834,000
<SALES>                                              0
<TOTAL-REVENUES>                            50,932,000
<CGS>                                                0
<TOTAL-COSTS>                               38,818,000
<OTHER-EXPENSES>                             8,265,000
<LOSS-PROVISION>                               207,000
<INTEREST-EXPENSE>                           2,220,000
<INCOME-PRETAX>                              1,772,000
<INCOME-TAX>                                   715,000
<INCOME-CONTINUING>                          1,057,000
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 1,057,000
<EPS-PRIMARY>                                     0.43
<EPS-DILUTED>                                     0.42