Exhibit 3


                               AMENDMENT NO. 4 TO
                         AMENDED AND RESTATED BYLAWS OF
                             SOUTHWEST WATER COMPANY


     The following  sets forth the Fourth  Amendment to the Amended and Restated
Bylaws (the "Bylaws") of SOUTHWEST WATER COMPANY, a Delaware corporation,  which
amendment shall be effective as of December 11, 2006.


     1.  Section 8 of Article I of the Bylaws is hereby  amended and restated in
its entirety to read as follows:

     SECTION 8. Proxies and Voting.  At any meeting of the  stockholders,  every
     stockholder  entitled to vote may vote in person or by proxy  authorized by
     an instrument in writing filed in accordance with the procedure established
     for the meeting.

     Each  stockholder  shall have one vote for every share of stock entitled to
     vote  which is  registered  in his or her name on the  record  date for the
     meeting, except as otherwise provided herein or required by law.

     All voting,  including  on the election of directors  but  excepting  where
     otherwise required by law, may be by a voice vote; provided,  however, that
     upon demand therefor by a stockholder  entitled to vote his or her proxy, a
     stock vote shall be taken. Every stock vote shall be taken by ballots, each
     of which shall state the name of the  stockholder  or proxy voting and such
     other  information as may be required under the procedure  established  for
     the meeting.  Every vote taken by ballots  shall be counted by an inspector
     or inspectors appointed by the chairman of the meeting.

     All matters,  including the election of directors, shall be determined by a
     majority of votes cast.


     2.  Sections 1 and 2 of Article  II of the  Bylaws are hereby  amended  and
restated in their entirety to read as follows:

     SECTION 1. Number and Term of Office.  The number of directors shall be not
     less than seven nor more than nine,  the exact  number of  directors  to be
     fixed from time to time within such range by the Board of Directors  acting
     pursuant to a resolution  adopted by affirmative  vote of a majority of the
     total  number of  authorized  directors  (whether  or not  there  exist any
     vacancies in previously  authorized  directorships  at the time of any such
     resolution).



     The Board of Directors  shall be divided into three classes,  designated as
     Class I,  Class II, and Class III.  The number of  directors  in each class
     shall be  determined  by the Board of  Directors  and shall  consist  of as
     nearly equal a number of directors as practicable.  The term of the Class I
     directors   initially   shall  expire  at  the  first  annual   meeting  of
     stockholders  ensuring after the 1998 Annual Meeting of  Stockholders;  the
     term of Class II  directors  initially  shall  expire at the second  Annual
     Meeting  of   Stockholders   ensuing  after  the  1998  Annual  Meeting  of
     Stockholders; and the term of Class III directors initially shall expire at
     the third  Annual  Meeting of  Stockholders  ensuing  after the 1998 Annual
     Meeting of  Stockholders.  In the case of each class,  the directors  shall
     serve until their respective successors are duly elected and qualified.  At
     each  Annual  Meeting  of  Stockholders  after the 1998  Annual  Meeting of
     Stockholders, directors of the respective class whose term expires shall be
     elected,  and the directors  chosen to succeed those whose terms shall have
     expired  shall be elected to hold  office for a term to expire at the third
     ensuing  Annual Meeting of  Stockholders  after their  election,  and until
     their respective  successors are elected and qualified.  Directors need not
     be stockholders.

     Except as provided for in Section 2 of this Article, each director shall be
     elected by a vote of the  majority  of the votes  cast with  respect to the
     director at any meeting for the  election of directors at which a quorum is
     present,  provided  that if the number of  nominees  exceeds  the number of
     directors to be elected,  the  directors  shall be elected by the vote of a
     plurality  of the  votes  cast with  respect  to the  director  at any such
     meeting.  For purposes of this Section,  a majority of the votes cast means
     that the number of shares voted "for" a director  must exceed fifty percent
     of votes cast with respect to that director.

     If a director is not elected, the director shall offer to tender his or her
     resignation to the Board. The Nominating and Governance Committee will make
     a  recommendation  to  the  Board  on  whether  to  accept  or  reject  the
     resignation, or whether other action should be taken. The Board will act on
     the Committee's  recommendation  and publicly disclose its decision and the
     rationale  behind  it  within  ninety  (90)  days  from  the  date  of  the
     certification of the election results.  The director who tenders his or her
     resignation will not participate in the Committee's  recommendation  or the
     Board's decision.  If, for any cause, the Board of Directors shall not have
     been elected at an annual meeting of  stockholders,  they may be elected as
     soon  thereafter  as convenient  at a special  meeting of the  stockholders
     called for that purpose in the manner provided in these Bylaws.

     SECTION 2. Vacancies.  Vacancies and newly created directorships  resulting
     from an increase in the  authorized  number of directors may be filled by a
     majority vote of the directors  then in office,  though less than a quorum,

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     or by a sole  remaining  director,  and each director so elected shall hold
     office for the  unexpired  portion of the term of the director  whose place
     shall be  vacant,  and  until  his or her  successor  shall  have been duly
     elected and  qualified.  A vacancy in the Board of the  Directors  shall be
     deemed to exist under this section if the stockholders  fail any meeting of
     stockholders  at which  directors  are to be elected to elect the number of
     directors  then  constituting  the  whole  Board or in the  case of  death,
     resignation,  retirement,  disqualification,  removal from office, or other
     cause.

     A resignation is effective at the pleasure of the Board of Directors unless
     the resignation  specifies a particular effective date or an effective date
     determined  upon the  happening  of an event  or  events.  When one or more
     directors  shall  resign  from the Board,  effective  at a future  date,  a
     majority  of the  directors  then in  office,  including  those who have so
     resigned,  shall have power to fill such  vacancy  or  vacancies,  the vote
     thereon to take effect when such  resignation or resignations  shall become
     effective,  and each director so chosen shall hold office for the unexpired
     portion of the term of the director  whose place shall be vacated and until
     his or her successor shall have been duly elected and qualified.

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