Exhibit 3.2


                               AMENDMENT NO. 5 TO
                         AMENDED AND RESTATED BYLAWS OF
                             SOUTHWEST WATER COMPANY

         The  following  sets  forth  the Fifth  Amendment  to the  Amended  and
Restated  Bylaws  (the  "Bylaws")  of  Southwest   Water  Company,   a  Delaware
corporation, which amendment shall be effective as of May 20, 2008.

         1.       Section  1  of  Article II of the Bylaws is hereby amended and
restated in its 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).

         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.