**Exhibit31.2.1**

*** ***

*** Certification pursuant to Section 302 of theSarbanes-Oxley Act of 2002 for GSWC***

 

 

I,Robert J. Sprowls, certify that:

 

1)              I have reviewed this quarterly report onForm 10-Q for the period September 30, 2006 of Golden State Water Company (referredto as “GSWC”); 

 

2)              Based on my knowledge, this report doesnot contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this report; 

 

3)              Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of GSWC as of, and for, the periods presented in this report; 

 

4)              GSWC’s other certifying officer and I areresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controlover financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for GSWC and have: 

 

a)              designed such disclosure controls and procedures, or causedsuch disclosure controls and procedures to be designed under our supervision,to ensure that material information relating to GSWC, including itsconsolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared; 

b)             evaluated the effectiveness of GSWC’s disclosure controlsand procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this report based on such evaluation; and

c)              disclosedin this report any change in GSWC’s internal control over financial reportingthat occurred during GSWC’s most recent fiscal quarter (GSWC’s fourth fiscalquarter in the case of an annual report) that has materially affected, or is reasonablylikely to materially affect, GSWC’s internal control over financial reporting. 

 

5)              GSWC’sother certifying officer and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to GSWC’s auditors andthe audit committee of Registrant’s board of directors (or persons performingthe equivalent function): 

 

a)              all significant deficiencies and material weaknesses in thedesign or operation of internal control over financial reporting which arereasonably likely to adversely affect GSWC’s ability to record, process,summarize and report financial information; and 

b)             anyfraud, whether or not material, that involves management or other employees whohave a significant role in GSWC’s internal controls over financial reporting.

 

 

| Dated: November 8, 2006 | By:    |   | /s/ ROBERT J. SPROWLS                                                                  |
|-------------------------|--------|--------|----------------------------------------------------------------------------------------|
|                    |   |   | Robert J. SprowlsSenior Vice President-Finance, Chief Financial  Officer and Secretary |

 

 

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