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                                EXHIBIT 10.12B
                     SECOND AMENDMENT TO CREDIT AGREEMENT
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     THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the
"Amendment"), dated as of September 29, 2000, is entered into between BANK OF
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AMERICA, N.A. a national association ("Bank"), and SUBURBAN WATER SYSTEMS, a
                                       ----
California corporation ("Borrower").
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                                   RECITALS
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     A.   Borrower and Bank have previously entered into that certain Credit
Agreement dated as of July 30, 1999, as amended by that certain First Amendment
to Credit Agreement dated as of March 8, 2000 (collectively, the "Credit
                                                                  ------
Agreement") pursuant to which Bank has made certain loans and financial
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accommodations available to Borrower. Terms used herein without definition shall
have the meanings ascribed to them in the Credit Agreement.

     B.   Borrower and Bank wish to amend the Credit Agreement under the terms
and conditions set forth in this Amendment. Borrower is entering into this
Amendment with the understanding and agreement that, except as specifically
provided herein, none of the Bank's rights or remedies as set forth in the
Credit Agreement is being waived or modified by the terms of this Amendment.

     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:

     1.   Amendments to Credit Agreement.
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          (a)  The definition of "Maturity Date" as set forth in Section 1.01 of
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the Credit Agreement is hereby amended in its entirety to read as follows:

                    "Maturity Date": July 31, 2002
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          (b)  The definition of "Consolidated Tangible Net Worth" set forth in
                                  -------------------------------
Section 1.01 of the Credit Agreement is hereby amended and restated in its
entirety to read as follow:

               "Consolidated Tangible Net Worth": At any date of determination,
the sum of the capital stock and additional paid-in capital plus retained
earnings (or minus accumulated deficit) of the Borrower and its consolidated
Subsidiaries minus (i) treasury stock, (ii) intangible assets (including,
             -----
without limitation, franchises, patents, patent applications, trademarks, brand
names, goodwill, purchased contracts, deferred charges (including unamortized
debt discount and expense and organization costs) and research and development
expenses provided, however, that water rights shall not be considered an
intangible asset and (iii) receivables, advances, loans and all other amounts
due from employees, officers, shareholders, and/or affiliates (excluding
Borrower's wholly-owned Subsidiaries), on a consolidated basis determined in
conformity with GAAP."
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     "Consolidated Tangible Net Worth of Southwest": At any date of
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determination, the sum of the capital stock and additional paid-in capital plus
retained earnings (or minus accumulated deficit) of the Borrower and its
consolidated Subsidiaries minus (i) treasury stock, (ii) intangible assets
                          ------
(including, without limitation, franchises, patents, patent applications,
trademarks, brand names, goodwill, purchased contracts, deferred charges
(including unamortized debt discount and expense and organization costs) and
research and development expenses provided, however, that water rights shall not
be considered an intangible asset and (iii) receivables, advances, loans and all
other amounts due from employees, officers, shareholders, and/or affiliates
(excluding Borrower's wholly-owned Subsidiaries), on a consolidated basis
determined in conformity with GAAP."

     2.   Effectiveness of this Amendment.  Bank must have received the
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following items, in form and content acceptable to Bank, before this Amendment
is effective and before Bank is required to extend any credit to Borrower as
provided for by this Amendment.

          (a) Amendment. This Amendment fully executed in a sufficient number of
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     counterparts for distribution to Bank and Borrower.

          (b) Authorizations.  Evidence that the execution, delivery and
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     performance by Borrower and each guarantor or subordinating creditor of
     this Amendment and any instrument or agreement required under this
     Amendment have been duly authorized.

          (c) Representations and Warranties.  The representations and
              ------------------------------
     warranties set forth in the Credit Agreement must be true and correct.

          (d) Mellon Bank, N.A. and Borrower Amendment.  Execution and delivery
              -----------------------------------------
     to Bank of the Mellon Bank, N.A. and Borrower Amendment, which includes the
     same amendments contained in this Amendment.

          (e) Other Required Documentation.  All other documents and legal
              ----------------------------
     matters in connection with the transactions contemplated by this Amendment
     shall have been delivered or executed or recorded and shall be in form and
     substance satisfactory to Bank.

     3.   Representations and Warranties.  The Borrower represents and warrants
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as follows:

          (a) Authority.  The Borrower has the requisite corporate power and
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     authority to execute and deliver this Amendment and to perform its
     obligations hereunder and under the Loan Documents (as amended or modified
     hereby) to which it is a party.  The execution, delivery and performance by
     the Borrower of this Amendment and the performance by Borrower of each Loan
     Document (as amended or modified hereby) to which it is a party have been
     duly approved by all necessary corporate action of Borrower and no other
     corporate proceedings on the part of Borrower are necessary to consummate
     such transactions.

          (b) Enforceability.  This Amendment has been duly executed and
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     delivered by the Borrower. This Amendment and each Loan Document (as
     amended or modified hereby) is

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     the legal, valid and binding obligation of Borrower, enforceable against
     Borrower in accordance with its terms, and is in full force and effect.

          (c) Representations and Warranties.  The representations and
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     warranties contained in each Loan Document (other than any such
     representations or warranties that, by their terms, are specifically made
     as of a date other than the date hereof) are correct on and as of the date
     hereof as though made on and as of the date hereof.

          (d) No Default.  No event has occurred and is continuing that
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     constitutes an Event of Default.

     4.   Choice of Law.  The validity of this Amendment, its construction,
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interpretation and enforcement, the rights of the parties hereunder, shall be
determined under, governed by, and construed in accordance with the internal
laws of the State of California governing contracts only to be performed in that
State.

     5.   Counterparts.  This Amendment may be executed in any number of
          ------------
counterparts and by different parties and separate counterparts, each of which
when so executed and delivered, shall be deemed an original, and all of which,
when taken together, shall constitute one and the same instrument.  Delivery of
an executed counterpart of a signature page to this Amendment or the Consent by
telefacsimile shall be effective as delivery of a manually executed counterpart
of this Amendment or such Consent.

     6.   Due Execution.  The execution, delivery and performance of this
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Amendment are within the power of Borrower, have been duly authorized by all
necessary corporate action, have received all necessary governmental approval,
if any, and do not contravene any law or any contractual restrictions binding on
Borrower.

     7.   Reference to and Effect on the Loan Documents.
          ---------------------------------------------

          (a) Upon and after the effectiveness of this Amendment, each reference
     in the Credit Agreement to "this Agreement", "hereunder", "hereof" or words
     of like import referring to the Credit Agreement, and each reference in the
     other Loan Documents to "the Credit Agreement", "thereof" or words of like
     import referring to the Credit Agreement, shall mean and be a reference to
     the Credit Agreement as modified and amended hereby.

          (b) Except as specifically amended above, the Credit Agreement and all
     other Loan Documents, are and shall continue to be in full force and effect
     and are hereby in all respects ratified and confirmed and shall constitute
     the legal, valid, binding and enforceable obligations of Borrower to Bank.

          (c) The execution, delivery and effectiveness of this Amendment shall
     not, except as expressly provided herein, operate as a waiver of any right,
     power or remedy of Bank under any of the Loan Documents, nor constitute a
     waiver of any provision of any of the Loan Documents.

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          (d) To the extent that any terms and conditions in any of the Loan
     Documents shall contradict or be in conflict with any terms or conditions
     of the Credit Agreement, after giving effect to this Amendment, such terms
     and conditions are hereby deemed modified or amended accordingly to reflect
     the terms and conditions of the Credit Agreement as modified or amended
     hereby.

     8.   Ratification.  Borrower hereby restates, ratifies and reaffirms each
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and every term and condition set forth in the Credit Agreement, as amended
hereby, and the Loan Documents effective as of the date hereof.

     9.   Estoppel.  To induce Bank to enter into this Amendment and to continue
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to make advances to Borrower under the Credit Agreement, Borrower hereby
acknowledges and agrees that, after giving effect to this Amendment, as of the
date hereof, there exists no Event of Default and no right of offset, defense,
counterclaim or objection in favor of Borrower as against Bank with respect to
the Obligations.

     IN WITNESS WHEREOF, the parties have entered into this Amendment as of the
date first above written.

                              "Borrower"

                              SUBURAN WATER SYSTEMS,

                              a California corporation

                              By: /s/ DANIEL N. EVANS
                                  -------------------
                              Name: Daniel N. Evans
                              Title:  Vice President - Finance, Chief Financial
                              Officer

                              By: /s/ PETER J. MOERBEEK
                                 -----------------------
                              Name: Peter J. Moerbeek
                              Title: Chief Financial Officer


                              "BANK"

                              BANK OF AMERICA, N.A.,
                              A National Association



                              By: /s/ DEBORAH L. MILLER
                                  ---------------------
                              Name: Deborah L. Miller
                              Title: Senior Vice President

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                              Acknowledgement


                        Dated as of September 29, 2000

          The undersigned, SOUTWEST WATER COMPANY, a Delaware corporation
("Southwest"), in consideration of the continued extension of credit to SUBURBAN
WATER SYSTEMS, a California corporation by BANK OF AMERICA, N.A., ("BofA"),
hereby acknowledges and agrees to the foregoing First Amendment to Credit
Agreement (the "Amendment") and hereby confirms and agrees that its Continuing
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Guaranty dated July 30, 1999 (the "Guaranty") in favor of BofA remains in full
force and effect, and restates, ratifies and reaffirms each and every term and
condition set forth in the Guaranty.  Although BofA has informed Southwest of
the matters set forth above, and Southwest acknowledges the same, Southwest
understands and agrees that BofA has no duty under the Credit Agreement, the
Guaranty or any other agreement with Southwest to so notify Southwest or to seek
such an acknowledgement, and nothing contained herein is intended to or shall
create such a duty as to any advances or transactions hereafter.

                              SOUTHWEST WATER COMPANY,
                              a Delaware corporation



                              By: /s/ THOMAS C. TEKULVE
                                  ---------------------
                              Name: Thomas C. Tekulve
                              Title:  Vice President - Finance



                              By: /s/ PETER J. MOERBEEK
                                 -----------------------
                              Name: Peter J. Moerbeek
                              Title: Chief Financial Officer

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