**Exhibit 31.2.1**

 

***Certificationpursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for GSWC***

 

I, Eva G. Tang, certify that:

 

1)              I have reviewed thisquarterly report on Form 10-Q for the period September 30, 2010 of Golden StateWater Company (referred to as “GSWC”);

 

2)              Based on my knowledge, thisreport does not 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, thefinancial statements, and other financial information included in this report,fairly present in all material respects the financial condition, results ofoperations and cash flows of GSWC as of, and for, the periods presented in thisreport;

 

4)              GSWC’s other certifyingofficer and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))and internal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)) for GSWC and have:

 

a)              designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relatingto GSWC, including its consolidated subsidiaries, is made known to us by otherswithin those entities, particularly during the period in which this report isbeing prepared;

 

b)             designed such internalcontrol over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with generallyaccepted accounting principles;

 

c)              evaluated the effectivenessof GSWC’s disclosure controls and procedures and presented in this report ourconclusions about the effectiveness of the disclosure controls and procedures,as of the end of the period covered by this report based on such evaluation;and

 

d)             disclosed in this report anychange in GSWC’s internal control over financial reporting that occurred duringGSWC’s most recent fiscal quarter (GSWC’s fourth fiscal quarter in the case ofan annual report) that has materially affected, or is reasonably likely tomaterially affect, GSWC’s internal control over financial reporting.

 

5)              GSWC’s other certifyingofficer and I have disclosed, based on our most recent evaluation of internalcontrol over financial reporting, to GSWC’s auditors and the audit committee ofGSWC’s board of directors (or persons performing the equivalent function):

 

a)              all significant deficienciesand material weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect GSWC’sability to record, process, summarize and report financial information; and

 

b)             any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in GSWC’s internal controls over financial reporting.

 
| Dated:  November 9, 2010 |   | By:    | /s/  EVA G. TANG                                                      |
|--------------------------|--------|--------|-----------------------------------------------------------------------|
|                     |   |   | Eva  G. Tang                                                          |
|                     |   |   | Senior  Vice President-Finance, Chief Financial Officer and Secretary |

 

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