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                                  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): December 15, 2005
                               (December 9, 2005)


                             SOUTHWEST WATER COMPANY
             (Exact Name of Registrant as Specified in its Charter)

            DELAWARE                    0-8176                 95-1840947
  (State or Other Jurisdiction       (Commission              (IRS Employer
of Incorporation or Organization)    File Number)         Identification Number)


                              ONE WILSHIRE BUILDING
                       624 SOUTH GRAND AVENUE, SUITE 2900
                       LOS ANGELES, CALIFORNIA 90017-3782
          (Address of Principal Executive Offices, including zip code)

                                 (213) 929-1800
              (Registrant's telephone number, including area code)

     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))

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Item 3.02       Unregistered Sales of Equity Securities.
                ---------------------------------------

(a)  Securities  Sold: On December 9, 2005,  429,185 shares of Common Stock $.01
     par  value per  share  (the  "Shares")  were  sold to RTNT,  Inc.,  a Texas
     corporation (the "Issuee").

(b)  Consideration:  Consideration  for the sale of the Shares was 116 shares of
     Windermere  Utility Co.,  Inc., a Texas  corporation,  owned by the Issuee,
     pursuant to the  provisions  of a Shareholder  Agreement,  dated October 1,
     2000,  among SW  Utility  Company,  a Texas  corporation,  Southwest  Water
     Company, a Delaware corporation,  the Issuee, Windermere Utility Co., Inc.,
     a Texas corporation, and Thom Farrell.

(c)  Exemption From Registration Claimed:  Section 4(2) of the Securities Act of
     1933, as amended.

     In relying on the exemption from  registration  provided by Section 4(2) of
     the Act,  the  Registrant  relied on  representations  from the Issuee that
     Issuee was  purchasing  the Shares for  investment  purposes and not with a
     view to distribution;  and that the Shares would bear a legend  restricting
     their further  transfer or sale until they have been  registered  under the
     Act or may be transferred pursuant to an exemption from registration.

(d)  Terms of Conversion or Exercise: Not applicable.



Item 9.01       Financial Statements and Exhibits

(c)  Exhibits

99.1      Shareholder Agreement dated October 1, 2000, among SW Utility Company,
          a Texas corporation,  Southwest Water Company, a Delaware corporation,
          the Issuee,  Windermere  Utility Co., Inc., a Texas  corporation,  and
          Thom  Farrell.,  included  as a part of Merger  Agreement  and Plan of
          Reorganization  among  Registrant,  SW Utility  Company,  RTNT,  Inc.,
          Hornsby Bend Utility Company,  Inverness  Utility Company,  Windermere
          Utility  Company,  Inc., HB Merger Sub, Inc., and IV Merger Sub, Inc.,
          dated October 1, 2000  (incorporated  by reference to Exhibit 10.20 of
          Registrant's  Form 10-Q Report for the  quarter  ended  September  30,
          2000).





                                   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 hereto duly authorized.

                                                    SOUTHWEST WATER COMPANY


                                                    By: /s/ Cheryl L. Clary
                                                        ------------------------
                                                    Its: Chief Financial Officer
                                                         -----------------------

Dated: December 15, 2005