EXHIBIT 10.1D

                           SEVENTEENTH AMENDMENT TO

                    THE UTILITY EMPLOYEES' RETIREMENT PLAN

          WHEREAS, The Utility Employees' Retirement Plan (the "Plan") was
established on December 30, 1957, effective as of December 31, 1957, by Suburban
Water Systems, a California corporation, as a mandatory contributory money
purchase plan and trust for the exclusive benefit of participating employees of
Suburban Water Systems. It was amended on November 12, 1958, December 21, 1959,
April 20, 1960, April 26, 1968 and October 10, 1968. The Sixth Amendment to the
Plan, effective December 31, 1972, restated the Plan and converted it into a
non-contributory defined benefit pension plan. The Plan has since been amended
on December 22, 1976, June 10, 1978, June 25, 1979, twice on March 26, 1986, by
a "model amendment" adopted on October 20, 1989, and on December 11, 1990,
December 12, 1996, October 30, 1997, August 5, 1999 and December 30, 1999;

          WHEREAS, The Plan is maintained by Southwest Water Company, Suburban
Water Systems, New Mexico Utilities, Inc. and East Pasadena Water Company for
the benefit of their eligible employees. The Plan was terminated effective as of
December 30, 1999, and benefit accruals under the Plan ceased as of December 30,
1999; and

          WHEREAS, the Internal Revenue Service has requested that certain
changes be made to the Limitation on Benefits provisions of the Plan as a
condition of granting a favorable determination letter.

          NOW, THEREFORE, this Seventeenth Amendment to the Plan has been
adopted effective as set forth below. This Seventeenth Amendment, together with
the Thirteenth, Fourteenth, Fifteenth and Sixteenth Amendments to the Plan,
constitutes the entire Plan as amended to date.

          Section 6.4 of the Plan is hereby amended in its entirety to read as
follows:

     Section 6.4 - Limitation on Benefits
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                   (a)  For any Plan Year in which the Plan is Top-Heavy,

                        (i)  the denominator of both the defined benefit plan
          fraction and the defined contribution plan fraction set forth in Code
          Sections 415(e)(2)(B) and 415(e)(3)(B), respectively, shall be
          adjusted by substituting 1.0 for 1.25, and

                        (ii) the numerator of the "transition fraction"
          described in Code Section 415(e)(6)(B)(i) shall be calculated by
          substituting $41,500 for $51,875,

     but only to the extent required by Code Section 416(h).


                   (b)  Notwithstanding subsection (a), for Plan Years beginning
          on or after January 1, 2000, the limitations of this Section 6.4 shall
          no longer apply.

               Executed at West Covina, California, this 3 day of May, 2001.
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                                               SOUTHWEST WATER COMPANY


                                               By: /s/ PETER J. MOERBEEK
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                                               Title: Chief Financial Officer
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