**Exhibit3.2**

**BYLAWS**

**for theregulation, exceptas otherwise provided by statute orits Restated Articles of Incorporation,**

**of**

**GoldenState Water Company**

**(aCalifornia corporation)**

**ARTICLE I.  Offices**.

**Section1.         PRINCIPAL EXECUTIVE OFFICE**.  The principal executive office of thecorporation shall be fixed and located at such place as the Board of Directors(herein called the “Board”) shall determine. The Board is hereby granted full power and authority to change saidprincipal executive office from one location to another.

**Section2.         OTHER OFFICES**.  Branch or subordinate offices may at any timebe established by the Board at any place or places.

**ARTICLE II.  Meetings of Shareholders**.

**Section1.         PLACE OF MEETINGS**.  Meetings of shareholders shall be held eitherat the principal executive office of the corporation or at any other placewithin or without the State of California which may be designated either by theBoard or by the written consent of all persons entitled to vote thereat, giveneither before or after the meeting and filed with the Secretary.

**Section2.         ANNUAL MEETINGS**.  The annual meetings of shareholders shall beheld on such date and at such time as may be fixed by the Board.

**Section3.         SPECIAL MEETINGS**.  Special meetings of the shareholders, for anypurpose or purposes whatsoever, may be called at any time by the Board, theChairman of the Board, the President, or by the holders of shares entitled tocast not less than ten percent of the votes at such meeting.

**ARTICLE III.  Directors**.

**Section1.         POWERS**.  Subject to limitations of the Articles, theseBylaws and of the California General Corporation Law as to action required tobe approved by the shareholders or by the outstanding shares, the business andaffairs of the corporation shall be managed and all corporate powers shall beexercised by or under the direction of the Board.

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**Section2.         NUMBER OF DIRECTORS**.  The authorized number of directors shall benot less than five nor more than nine until changed by amendment of theArticles or by a Bylaw duly adopted by the shareholders amending this Section2. The exact number of directors shall be fixed, within the limits specified,by amendment of the next sentence duly adopted either by the Board or by theshareholders. The exact number of directors shall be seven until changed asprovided in this Section 2.

**ARTICLE IV.**  **Officers**.

**Section1.         OFFICERS**.  The officers of the corporation shall be aPresident, a Secretary, and a Chief Financial Officer.  The corporation may also have, at thediscretion of the Board, such other officers as the business of the corporationmay require, each of whom shall hold office for such period, have suchauthority and perform such duties as the Board may from time to time determine.

**Section2.         PRESIDENT**.  The President shall be the general managerand chief executive officer of the corporation and has, subject to the controlof the Board, general supervision, direction and control of the business andofficers of the corporation.  The Presidentshall preside at all meetings of the shareholders and at all meetings of theBoard.  The President has the generalpowers and duties of management usually vested in the office of president andgeneral manager of a corporation and has such other powers and duties as may beprescribed by the Board.

**Section3.         SECRETARY**.  The Secretary shall keep or cause to be kept,at the principal executive office or such other place as the Board may order, abook of minutes of all meetings of the shareholders, the Board and itscommittees, and a share register or a duplicate share register.

The Secretary shall give, or cause to be given, noticeof all the meetings of the shareholders and of the Board and any committeesthereof required by the Bylaws or by law to be given, shall keep the seal ofthe corporation in safe custody, and shall have such other powers and performsuch other duties as may be prescribed by the Board.

**Section4.         CHIEF FINANCIAL OFFICER**.  The Chief Financial Officer is the chieffinancial officer of the corporation and shall keep and maintain, or cause tobe kept and maintained, adequate and correct accounts of the properties andbusiness transactions of the corporation, and shall send or cause to be sent tothe shareholders of the corporation such financial statements and reports as areby law or these Bylaws required to be sent to them.  The books of account shall at all times beopen to inspection by any director.

The Chief Financial Officer shall deposit all moneysand other valuables in the name and to the credit of the corporation with suchdepositaries as may be designated by the Board. The Chief Financial Officer shall disburse the funds of the corporationas may be ordered by the Board, shall render to the President and thedirectors, whenever they request it, an account of all transactions asTreasurer and of the financial condition of the corporation, and shall havesuch other powers and perform such other duties as may be prescribed by theBoard.

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**ARTICLE V.**  **Other Provisions**.

**Section1.         ANNUAL REPORT TO SHAREHOLDERS**.  The annual report to shareholders referred toin Section 1501 of the California General Corporation Law is expressly waived,but nothing herein shall be interpreted as prohibiting the Board from issuingannual or other periodic reports to shareholders.

**Section2.         CONSTRUCTION AND DEFINITIONS**.  Unless the context otherwise requires, thegeneral provisions, rules of construction and definitions contained in theGeneral Provisions of the California Corporations Code and in the CaliforniaGeneral Corporation Law shall govern the construction of these Bylaws.

**ARTICLE VI.**  **Amendments**.

These Bylaws may be amended or repealed either byapproval of the outstanding shares (as defined in Section 152 of the CaliforniaGeneral Corporation Law) or by the approval of the Board; provided, however,that after the issuance of shares, a bylaw specifying or changing a fixednumber of directors or the maximum or minimum number or changing from a fixedto a variable number of directors or vice versa may be adopted only by approvalof the outstanding shares, and a bylaw reducing the fixed number or the minimumnumber of directors to a number less than five shall be subject to theprovisions of Section 212(a) of the California General Corporation Law.

**ARTICLE VII.**  **Indemnification**.

**Section 1.         INDEMNIFICATIONOF DIRECTORS AND OFFICERS**.

(a)           Each person who was or is a paryy oris threatened to be made a party or is otherwise involved in any action, suitor proceeding, whether civil, criminal, administrative or investigative(hereinafter a “proceeding”), by reason of the fact that he or she is or was adirector or officer of the corporation, or of any predecessor corporation, oris or was a director or officer who is or was serving at the request of thecorporation as a director, officer, employee or other agent of anothercorporation, a partnership, joint venture, trust or other enterprise (includingservice with respect to corporation-sponsored employee benefit plans), whetherthe basis of such proceeding is alleged action or inaction in an officialcapacity as a director or officer or in any other capacity while serving as adirector or officer, shall, subject to the terms of any agreement between thecorporation and such person, be indemnified and held harmless by thecorporation to the fullest extent permissible under California law and thecorporation’s Articles, against all expense, liability and loss (includingattorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amountspaid in settlement) actually and reasonably incurred or suffered by such personin connection therewith; provided, however, that amounts paid in settlement ofa proceeding shall be payable only if the settlement is approved in writing bythe corporation.  Such indemnificationshall continue as to a person who has ceased to be a director or officer foracts performed while a director or officer and shall inure to the benefit ofhis or her heirs, executors and administrators. Notwithstanding the foregoing, the corporation shall indemnify any suchperson in connection with a proceeding (or part thereof) initiated by suchperson only if such proceeding (or part thereof) was authorized by the Board ofthe corporation.  The right to

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indemnification conferred in this Article shallinclude the right to be paid by the corporation the expenses incurred indefending any proceeding in advance of final disposition to the fullest extentpermitted by law, provided, however, that the payment under this Article ofsuch expenses in advance of the final disposition of a proceedings shall beconditioned upon the delivery to the corporation of a written request for suchadvance and of an undertaking by or on behalf of the director or officer torepay all amounts so advanced if it shall be ultimately determined that suchdirector or officer is not entitled to be indemnified.

(b)           Notwithstanding the foregoing or anyother provisions under this Article, the corporation shall not be liable underthis Article to indemnify a director or officer against expenses, liabilitiesor losses incurred or suffered in connection with, or make any advances withrespect to, any proceeding against a director or officer:  (i) as to which the corporation is prohibitedby applicable law from paying as an indemnity, (ii) with respect to expenses ofdefense or investigation, if such expenses were or are incurred without thecorporation’s consent (which consent may not be unreasonably withheld), (iii)for which payment is actually made to the director or officer under a valid andcollectible insurance policy maintained by the corporation, except in respectof any excess beyond the amount of payment under such insurance, (iv) for whichpayment is actually made to the director or officer under an indemnity by thecorporation otherwise than pursuant to this Bylaw Article, except in respect ofany excess beyond the amount of payment under such indemnity, (v) based upon orattributable to the director or officer gaining in fact any personal profit oradvantage to which he or she was not legally entitled, (vi) for an accountingof profits made from the purchase or sale by the director or officer ofsecurities of the corporation pursuant to the provisions of Section 16(b) ofthe Securities Exchange Act of 1934 and amendments thereto or similarprovisions of any federal, state or local statutory law, or (vii) based uponacts or omissions involving intentional misconduct or a knowing and culpableviolation of law.

**Section2.         INDEMNIFICATION OF EMPLOYEESAND AGENTS**.  A personwho was or is a party or is threatened to be made a party to or is involved inany proceeding by reason of the fact that he or she is or was an employee oragent of the corporation or is or was an employee or agent of the corporationwho is or was serving at the request of the corporation as an employee or agentof another enterprise, including service with respect to corporation-sponsoredemployee benefits plans, whether the basis of such action is alleged action orinaction in an official capacity or in any other capacity while serving as anemployee or agent, may, upon appropriate action by the corporation and subjectto the terms of any agreement between the corporation and such person, beindemnified and held harmless by the corporation up to the fullest extentpermitted by California law and the corporation’s Articles, against allexpense, liability and loss (including attorneys’ fees, judgments, fines, ERISAexcise taxes or penalties and amounts paid or to be paid in settlement)actually and reasonably incurred or suffered by such person in connectiontherewith.

**Section3.         RIGHT OF DIRECTORS AND OFFICERSTO BRING SUIT**.  If aclaim under Section 1 of this Article is not paid by the corporation or on itsbehalf within 90 days after a written claim has been received by thecorporation, the claimant may at any time thereafter bring suit against thecorporation to recover the unpaid amount of the claim, and, if successful inwhole or in part, the claimant also shall be entitled to be paid the expense ofprosecuting such claim.

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**Section4.         SUCCESSFUL DEFENSE**.  Notwithstanding any other provision of thisArticle, to the extent that a director or officer has been successful on themerits or otherwise (including the dismissal of a proceeding without prejudiceor the settlement with the written consent of the corporation of a proceedingwithout admission of liability) in defense of any proceeding referred to inSection 1 or in defense of any claim, issue or matter therein, such director orofficer shall be indemnified against expenses (including attorneys’ fees)actually and reasonably incurred in connection therewith.

**Section5.         INDEMNITY AGREEMENTS**.  The corporation may enter into agreementswith any director, officer, employee or agent of the corporation providing forindemnification to the fullest extent permissible under applicable law and thecorporation’s Articles.

**Section6.         SUBROGATION**.  In the event of payment by the corporation ofa claim under Section 1 of this Article, the corporation shall be subrogated tothe extent of such payment to all of the rights of recovery of the indemnifiedperson, who shall execute all papers required and shall do everything that maybe necessary or appropriate to secure such rights, including the execution ofsuch documents necessary or appropriate to enable the corporation effectivelyto bring suit to enforce such rights.

**Section7.         NON-EXCLUSIVITY RIGHTS**.** **The right toindemnification provided by this Article shall not be exclusive of any otherright which any person may have or hereafter acquire under any statute, bylaw,agreement, vote of shareholders or disinterested directors or otherwise.

**Section8.         INSURANCE**.  The corporation may maintain insurance, atits expense, to protect itself and any director, officer, employee or agent ofthe corporation or another corporation, a partnership, joint venture, trust orother enterprise against any expense, liability or loss, whether or not thecorporation would have the power to indemnify such person against such expense,liability or loss under California law.

**Section9.         EXPENSES AS A WITNESS**.  To the extent that any director, officer oremployee of the corporation is by reason of such position a witness in anyaction, suit or proceeding, he or she will be indemnified against all costs andexpenses actually and reasonably incurred by him or her or on his or her behalfin connection therewith.

**Section10.       NONAPPLICABILITY TO FIDUCIARIESOF EMPLOYEE BENEFIT PLANS**. This article does not apply to any proceeding against any trustee,investment manager or other fiduciary of an employee benefit plan in suchperson’s capacity as such, even though such person may also be an agent of thecorporation.  The corporation shall havepower to indemnify such trustee, investment manager or other fiduciary to theextent permitted by subdivision (f) of Section 207 of the California GeneralCorporation Law.

**Section11.       SEPARABILITY**.  Each and every paragraph, sentence, term andprovision of this Article is separate and distinct so that if any paragraph,sentence, term or provision shall be held to be invalid or unenforceable forany reason, such invalidity or unenforceability shall not affect the validityor enforceability of any other paragraph, sentence, 

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term or provision hereof.  To the extent required, any paragraph,sentence, term or provision of this Article may be modified by a court ofcompetent jurisdiction to preserve its validity and to provide the claimantwith, subject to the limitations set forth in this Article and any agreementbetween the corporation and the claimant, the broadest possible indemnificationpermitted under applicable law.

**Section12.       EFFECT OF REPEAL OR MODIFICATION**.  Any repeal or modification of this Articleshall not adversely affect any right of indemnification of a director, officer,employee or agent of the corporation existing at the time of such repeal ormodification with respect to any action or omission occurring prior to suchrepeal or modification.

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