Exhibit 3.1


                         CERTIFICATE OF AMENDMENT OF THE
                    RESTATED CERTIFICATE OF INCORPORATION OF
                             SOUTHWEST WATER COMPANY

         Southwest Water Company, a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), hereby certifies as follows:

         1.       Article SIXTH,  Paragraph  B  of  the  Corporation's  Restated
Certificate of  Incorporation  (the  "Certificate of  Incorporation")  is hereby
amended and restated in its entirety to read as follows:

         "B.      The Board of  Directors  shall have the  authorized  number of
                  Directors  as provided in the Bylaws of this  Corporation,  as
                  the Bylaws may be constituted from time to time.

                  At the 2008 Annual Meeting of Stockholders,  the successors of
                  the  Directors  whose terms  expire at that  meeting  shall be
                  elected  for a term  expiring  at the 2009  Annual  Meeting of
                  Stockholders. At the 2009 Annual Meeting of Stockholders,  the
                  successors of the Directors whose terms expire at that meeting
                  shall  be  elected  for a term  expiring  at the  2010  Annual
                  Meeting  of  Stockholders.  At  the  2010  Annual  Meeting  of
                  Stockholders,  and at  each  Annual  Meeting  of  Stockholders
                  thereafter,  the Directors shall be elected for terms expiring
                  at the next Annual Meeting of Stockholders.

                  Any vacancy in the office of a Director shall be filled by the
                  vote of the majority of the remaining Directors, regardless of
                  any  quorum  requirements  set  forth  in  the  Bylaws  of the
                  corporation.  Any Director  appointed to fill a vacancy in the
                  office of Director  shall serve until the next Annual  Meeting
                  of Stockholders at which Directors of the class for which such
                  Director  shall have been chosen are to be elected,  and until
                  his or her successor is elected and  qualified.  Newly created
                  Directorships shall be filled by the Board of Directors."

         2.       The  foregoing  amendment  of the Certificate of Incorporation
has been duly adopted by the  Corporation's  Board of Directors and stockholders
in  accordance  with  the  provisions  of  Sections  242 and 222 of the  General
Corporation Law of the State of Delaware.

         3.       This   amendment   to   the   Corporation's   Certificate   of
Incorporation  shall  be  effective  on and as of the  date  of  filing  of this
Certificate of Amendment with the Secretary of State of the State of Delaware.

                            [SIGNATURE PAGE FOLLOWS]




         IN WITNESS WHEREOF, Southwest Water Company has caused this Certificate
of Amendment to be signed by Mark A. Swatek, Chief Executive Officer,  this 20th
day of May, 2008.


                                                    SOUTHWEST WATER COMPANY


                                                    By:  /s/ Mark A. Swatek
                                                         -----------------------
                                                         Mark A. Swatek,
                                                         Chief Executive Officer




                                SIGNATURE PAGE TO
                           CERTIFICATE OF AMENDMENT OF
                      RESTATED CERTIFICATE OF INCORPORATION