**Exhibit 31.2.1**

 

***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 on Form 10-Qfor the period March 31, 2006 of Golden State Water Company (referred toas “GSWC”);

 

2)              Based on my knowledge, this report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered 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)) andinternal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for GSWC and have:

 

a)              designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designed underour supervision, to ensure that material information relating to GSWC,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is beingprepared;

 

b)             evaluated the effectiveness of GSWC’sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period covered by this report based on such evaluation; and

 

c)              disclosed in this report any change in GSWC’sinternal control over financial reporting that occurred during GSWC’s mostrecent fiscal quarter (GSWC’s fourth fiscal quarter in the case of an annualreport) that has materially affected, or is reasonably likely to materiallyaffect, 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 materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect GSWC’s ability torecord, process, summarize and report financial information; and

 

b)             any fraud, whether or not material, thatinvolves management or other employees who have a significant role in GSWC’sinternal controls over financial reporting.

 

 
| Dated: May 10, 2006 | By:    |                                                                                      |
|--------------------------|--------|-------------------------------------------------------------------------------------------|
|                     |   | Robert J. Sprowls

Senior  Vice President-Finance, Chief Financial  Officer and Secretary |

 

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