**Exhibit 31.2.1**

*** Certification pursuant to Section 302 of theSarbanes-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, 2006 of Golden StateWater Company (referred to as “GSWC”);

2)              Based on myknowledge, this report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, not misleadingwith respect to the period covered by this report;

3)              Based on myknowledge, the financial statements, and other financial information includedin this report, fairly present in all material respects the financialcondition, results of operations and cash flows of GSWC as of, and for, theperiods presented 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)and 15d-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)             evaluated the effectivenessof GSWC’s disclosure controls and procedures and presented in this report ourconclusions about the effectiveness of the disclosure controls and procedures,as of the end of the period covered by this report based on such evaluation;and

c)              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’s othercertifying officer and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to GSWC’s auditors and the auditcommittee of Registrant’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 9, 2006 | By:    | /s/ Robert J. Sprowls                                                                    |
|-----------------------|--------|------------------------------------------------------------------------------------------|
|                  |   | Robert J. Sprowls

Senior  Vice President-Finance, Chief Financial Officer and Secretary |

 

 

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