**Exhibit 31.2.1**

 

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

 

I, Robert J. Sprowls,certify that:

 

1)            I have reviewed thisquarterly report on Form 10-Q for the period June 30, 2008 of GoldenState Water Company (referred to as “GSWC”);

 

2)            Based on my knowledge,this report 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,the financial statements, and other financial information included in thisreport, fairly present in all material respects the financial condition,results of operations and cash flows of GSWC as of, and for, the periodspresented in this report;

 

4)            GSWC’s othercertifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)) for GSWC and have:

 

a)            designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to GSWC, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period inwhich this report is being 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 theeffectiveness of GSWC’s disclosure controls and procedures and presented inthis report our conclusions about the effectiveness of the disclosure controlsand procedures, as of the end of the period covered by this report based onsuch evaluation; and

 

d)            disclosed in thisreport any change in GSWC’s internal control over financial reporting thatoccurred during GSWC’s most recent fiscal quarter (GSWC’s fourth fiscal quarterin the case of an annual report) that has materially affected, or is reasonablylikely to materially affect, 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 GSWC’s board of directors (or persons performing theequivalent function):

 

a)            all significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect GSWC’s ability to record, process, summarize and report financialinformation; and

 

b)            any fraud, whether ornot material, that involves management or other employees who have asignificant role in GSWC’s internal controls over financial reporting.

 
| Dated: August 8, 2008 |   | By:   | /s/ ROBERT J.  SPROWLS                            |
|----------------------------|--------|-----------------|---------------------------------------------------|
|                       |   |            | Robert J. Sprowls                                 |   |
|                       |   |            | Executive Vice President-Finance, Chief Financial |   |
|                       |   |            | Officer and Secretary                             |   |

 

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