**Exhibit31.2**

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***Certification pursuant toSection 302 of the Sarbanes-Oxley Act of 2002 for AWR***

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I,Robert J. Sprowls, certify that:

 

1)              I have reviewed this quarterly report on Form 10-Q for theperiod ended September 30, 2006 of American States Water Company (referred toas “the Registrant”); 

 

2)              Based on my knowledge, this report doesnot 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 financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the Registrant as of, and for, the periods presented in thisreport; 

 

4)              The Registrant’s other certifying officerand I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) andinternal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)) for the Registrant and have: 

 

a)              designed such disclosure controls and procedures, or causedsuch disclosure controls and procedures to be designed under our supervision,to ensure that material information relating to the Registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared; 

b)             designed such internal control over financial reporting, orcaused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles;

c)              evaluated the effectiveness of the Registrant’s disclosurecontrols and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this report based on such evaluation; and

d)             disclosedin this report any change in the Registrant’s internal control over financialreporting that occurred during the Registrant’s most recent fiscal quarter (theRegistrant’s fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, theRegistrant’s internal control over financial reporting. 

 

5)              TheRegistrant’s other certifying officer and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to theRegistrant’s auditors and the audit committee of Registrant’s board ofdirectors (or persons performing the equivalent function): 

 

a)              all significant deficiencies and material weaknesses in thedesign or operation of internal control over financial reporting which arereasonably likely to adversely affect the Registrant’s ability to record,process, summarize and report financial information; and 

b)             anyfraud, whether or not material, that involves management or other employees whohave a significant role in the Registrant’s internal controls over financial reporting.

 

 

 

| Dated: November 8, 2006 | By:    | /s/ ROBERT J. SPROWLS                                                                             |
|-------------------------|--------|---------------------------------------------------------------------------------------------------|
|                    |   | Robert J. SprowlsSenior Vice President-Finance, Chief Financial  Officer, Treasurer and Secretary |

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