**Exhibit 3.1**

 

**CERTIFICATE OF AMENDMENT**

**OF**

**RESTATED ARTICLES OFINCORPORATION**

**OF**

**SOUTHERN CALIFORNIA WATERCOMPANY,**

**A California corporation**

 

Floyd E. Wicks and Robert J. Sprowls certify that:

 

1.  They are theduly elected and acting President and Chief Executive Officer and ChiefFinancial Officer, Senior Vice President-Finance and Secretary, respectively,of the corporation named above.

 

                2.  The Restated Articles of Incorporation of thecorporation are amended by amending Article One to read as follows:

 

NAME

 

                One:  The name of the corporation is Golden StateWater Company.

 

                3.  The above amendment has been approved by theBoard of Directors of the corporation.

 

                4.  The above amendment was approved by the voteof the sole shareholder of the corporation in accordance with Section 902of the California Corporations Code; the total number of outstanding shares ofeach class entitled to vote with respect to the amendment was 122 CommonShares, all of which voted in favor of the above amendment.

 

                Wefurther declare under penalty of perjury under the law of the State ofCalifornia that the matters set forth in this certificate are true and correctof our own knowledge:

 

September 16, 2005

 
|   | /s/ Floyd E. Wicks                                                    |
|--------|-----------------------------------------------------------------------|
|   | Floyd E. Wicks                                                        |
|   | President and Chief  Executive Officer                                |
|   |                                                                  |
|   | /s/ Robert J. Sprowls                                                 |
|   | Robert J. Sprowls                                                     |
|   | Chief Financial Officer,  Senior Vice President-Finance and Secretary |

 

 

 

**[SEAL]**

** **

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RESTATEDARTICLES OF INCORPORATION

OF

SOUTHERNCALIFORNIA WATER COMPANY

(AsAmended July 1, 1998)

 

**Name**

 

One:  The name of the corporation is SOUTHERNCALIFORNIA WATER COMPANY.

 

**Purpose**

 

Two:  The purpose of the Corporation is to engagein any lawful act or activity for which a corporation may be organized underthe General Corporation Law of California other than the banking business, thetrust company business or the practice of a profession permitted to beincorporated by the California Corporation Code.

 

**AuthorizedShares**

 

Three:  The total number of shares which thecorporation is authorized to issue is 1,000 shares of Common Stock.

 

**DirectorLiability**

 

Four:  The liability of the directors of thecorporation for monetary damages shall be eliminated to the fullest extentpermissible under California law.

 

**Indemnificationof Agents**

 

Five:  The corporation is authorized to provideindemnification of agents (as defined in Section 317 of the CaliforniaCorporations Code) through bylaw provisions, agreements with agents, vote ofshareholders or disinterested directors or otherwise, in excess of theindemnification otherwise permitted by Section 317 of the CaliforniaCorporations Code, subject only to the applicable limits set forth inSection 204 of the California Corporations Code with respect to actionsfor breach of duty to the corporation and its shareholders.

 

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