UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION

                       WASHINGTON, D.C. 20549

                             FORM 10-Q

           Quarterly Report Pursuant to Section 13 or 15(d)
              of the Securities Exchange Act of 1934

           For the quarterly period ended June 30, 2003
- ----------------------------------------------------------------

Commission file number             1-8966
- ----------------------------------------------------------------

                         SJW Corp.
- ----------------------------------------------------------------
     (Exact name of registrant as specified in its charter)

          California                             77-0066628
- ----------------------------------------------------------------
(State or other jurisdiction of               (I.R.S Employer
 incorporation or organization)              Identification No.)

   374 West Santa Clara Street, San Jose, CA          95196
- ----------------------------------------------------------------
   (Address of principal executive offices)        (Zip Code)

                           408-279-7800
- ----------------------------------------------------------------
      (Registrant's telephone number, including area code)

                          Not Applicable
- ----------------------------------------------------------------
   (Former name, former address and former fiscal year changed
                        since last report)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.    Yes  x      No _

Indicate by check mark whether the registrant is an accelerated
filer (as defined by Rule 12b-2 of the Exchange Act). Yes X  No
                                                         ---   --

               APPLICABLE ONLY TO CORPORATE ISSUERS:

Common shares outstanding as of the date of this report are
3,045,147.

                   PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
         --------------------
                    SJW CORP. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                     AND COMPREHENSIVE INCOME
                           (UNAUDITED)
          (In thousands, except share and per share data)

                              THREE MONTHS         SIX MONTHS
                              ENDED JUNE 30       ENDED JUNE 30
                              2003      2002      2003      2002
                           --------------------------------------
OPERATING REVENUE          $37,968    38,696   $65,759    66,414
OPERATING EXPENSE:
  Operation:
    Purchased water          8,873    10,619    14,920    16,306
    Power                    1,376     1,848     2,113     3,188
    Pump taxes               4,201     5,097     6,269     8,714
    Other                    7,259     6,265    14,021    12,218
  Maintenance                1,903     1,984     3,676     3,975
  Property taxes and other
   nonincome taxes           1,222     1,028     2,491     2,178
  Depreciation and
   amortization              3,825     3,496     7,565     7,002
  Income taxes               3,053     2,639     4,472     3,741
                           --------------------------------------
Total operating expense     31,712    32,976    55,527    57,322
                           --------------------------------------
OPERATING INCOME             6,256     5,720    10,232     9,092
Gain on sale of nonutility
 property, net of taxes          -         -     3,030         -
Interest on long-term
 debt                       (2,106)   (2,078)   (4,192)    4,160)
Dividends                      309       308       619       616
Other, net                     (33)       41        19       192
                           --------------------------------------
NET INCOME                 $ 4,426     3,991   $ 9,708     5,740
                           ======================================
Other comprehensive
 income (loss):
  Unrealized income (loss)
   on investment             2,606      (441)    4,916      (605)
  Income taxes related
   to other comprehensive
   income (loss)            (1,068)      181    (2,015)      248
                          --------------------------------------
Other comprehensive income
 (loss), net                 1,538      (260)    2,901      (357)
                          --------------------------------------
COMPREHENSIVE INCOME       $ 5,964     3,731   $12,609     5,383
                          =======================================
Basic and diluted
 earnings per share         $ 1.46      1.31    $ 3.19      1.88
                          =======================================
Basic and diluted
 comprehensive income
 per share                  $ 1.96      1.23    $ 4.14      1.77
                           ======================================
Dividends per share         $ 0.73      0.69    $ 1.46      1.38
                           ======================================
Basic and diluted weighted
 average shares
 outstanding             3,045,147 3,045,147 3,045,147 3,045,147

See accompanying Notes to Condensed Consolidated Financial
Statements.

                         SJW CORP. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED BALANCE SHEETS
                                (UNAUDITED)
                            (In thousands)

                                           JUNE 30   DECEMBER 31
ASSETS                                        2003          2002
- -----------------------------------------------------------------
UTILITY PLANT                             $563,228      $541,919
Less accumulated depreciation and
 amortization                              168,798       161,576
                                        ------------------------
    Net utility plant                      394,430       380,343
NONUTILITY PROPERTY                         27,458        12,083
Less accumulated depreciation                1,799         1,596
                                        -------------------------
    Net nonutility property                 25,659        10,487
CURRENT ASSETS:
  Cash and equivalents                           -           324
  Accounts receivable and accrued
   utility revenue                          21,029        16,721
  Prepaid expenses and other                 1,296         1,654
                                        -------------------------
    Total current assets                    22,325        18,699
OTHER ASSETS:
  Investment in California Water
   Service Group                            30,931        26,014
  Investment in joint venture                1,163         1,144
  Unamortized debt issuance and
   reacquisition costs                       3,411         3,493
  Goodwill                                   1,744         1,744
  Regulatory assets                          6,996         6,013
  Other                                      5,898         5,286
                                          -----------------------
    Total other assets                      50,143        43,694
                                          ----------------------
                                          $492,557      $453,223
                                          =======================
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
  Common stock                            $  9,516      $  9,516
  Additional paid-in capital                12,375        12,357
  Retained earnings                        133,521       128,242
  Accumulated other comprehensive income     6,285         3,384
                                        -------------------------
    Shareholders' equity                   161,697       153,499
  Long-term debt                           119,798       110,000
                                        -------------------------
    Total capitalization                   281,495       263,499
CURRENT LIABILITIES:
  Bank overdraft                                69             -
  Line of credit                             6,300        11,450
  Accrued pump taxes and purchased water     6,233         3,144
  Purchased power                            1,543         1,219
  Accounts payable                           5,349           381
  Accrued interest                           3,240         3,244
  Accrued taxes                              3,124           634
  Other current liabilities                  3,862         3,528
                                         -----------------------
    Total current liabilities               29,720        23,600
DEFERRED INCOME TAXES AND CREDITS           36,370        29,704
ADVANCES FOR AND CONSTRIBUTIONS
  IN AID OF CONSTRUCTION                   133,765       126,714
OTHER NONCURRENT LIABILITIES                11,207         9,706
                                         -----------------------
                                          $492,557      $453,223
                                         ========================

See accompanying Notes to Condensed Consolidated Financial
Statements.

                     SJW CORP. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (UNAUDITED)
                          (In thousands)
                                               SIX MONTHS ENDED
                                                    JUNE 30
                                              2003          2002
                                           ----------------------
OPERATING ACTIVITIES:
  Net income                               $ 9,708       $ 5,740
  Adjustments to reconcile net income to
   net cash provided by operating
    activities:
    Depreciation and amortization            7,565         7,002
    Deferred income taxes and credits        4,561           (83)
    Other noncurrent assets and
     noncurrent liabilities                 (1,436)        1,013
    Gain on sale of nonutility
     property, net of taxes                 (3,030)            -
    Changes in operating assets and
     liabilities:
      Accounts receivable and accrued
       utility revenue                      (4,308)       (6,765)
      Accounts payable, purchased power
       and other current liabilities         5,538        3,721
      Accrued pump taxes and
       purchased water                       3,089        4,859
      Accrued taxes                          2,490        2,201
      Other changes, net                       111         (584)
                                            ---------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES   24,288       17,104
                                            ---------------------
INVESTING ACTIVITIES:
  Additions to utility plant               (22,260)     (20,478)
  Additions to nonutility property         (15,612)        (256)
  Cost to retire utility plant, net of
   salvage                                    (260)        (268)
  Proceeds from sale of nonutility
   property                                  5,370            -
                                            ---------------------
NET CASH USED IN INVESTING ACTIVITIES      (32,762)     (21,002)
                                            ---------------------

FINANCING ACTIVITIES:
  Repayments for line of credit,
   net of borrowings                         (5,150)      (2,850)
  Long-term borrowings, net of repayments     9,886            -
  Dividends paid                             (4,429)      (4,202)
  Advances for and contributions in aid
   of construction                            8,594       10,108
  Refunds of advances for construction         (751)        (694)
                                            ---------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES     8,150        2,362
                                            ---------------------
NET CHANGE IN CASH AND EQUIVALENTS             (324)      (1,536)
                                            ---------------------
CASH AND EQUIVALENTS, BEGINNING OF PERIOD       324        5,021
                                            ---------------------
CASH AND EQUIVALENTS, END OF PERIOD         $     -      $ 3,485
                                            ---------------------
Cash paid during period for:
  Interest                                  $ 4,244      $ 4,190
  Income taxes                                  650        1,300

See accompanying Notes to Condensed Consolidated Financial
Statements.

                     SJW CORP. AND SUBSIDIARIES
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                          JUNE 30, 2003

Note 1.  General
- ----------------

In the opinion of SJW Corp. (the Company), the accompanying
unaudited condensed consolidated financial statements contain all
adjustments, consisting only of normal recurring adjustments,
necessary for the fair presentation of the results for the
interim periods.

The Notes to Consolidated Financial Statements in SJW Corp.'s
2002 Annual Report on Form 10-K should be read with the
accompanying condensed consolidated financial statements.

Basic earnings per share and comprehensive income per share are
calculated using income available to common shareholders and
comprehensive income, respectively, divided by the weighted
average number of shares outstanding during the period.  Diluted
earnings per share and comprehensive income per share are based
upon the weighted average number of common shares including both
outstanding and shares potentially issued in connection with
stock options and restricted common shares granted under SJW
Corp. Long Term Incentive Plan, and income available to common
shareholders and comprehensive income, respectively, adjusted for
recognized stock compensation expense.  As of June 30, 2003, the
basic and diluted weighted average number of common shares is
3,045,147.  In the three and six month periods ended June 30,
2003, 9,634 option share equivalents were excluded from the
diluted calculation because they were anti-dilutive.  There were
no common stock equivalents during the three and six month
periods ended June 30, 2002.

SJW Corp. and its subsidiaries operate predominantly in one
reportable business segment of providing water utility service to
its customers.

Note 2.  Long-Term Incentive Plan and Stock-Based Compensation
- --------------------------------------------------------------
On April 29, 2003, SJW Corp. amended its Long-Term Incentive Plan
(Incentive Plan) which was originally adopted on April 18, 2002.
Under the Incentive Plan, 300,000 common shares have been
reserved for issuance.  The amendment will allow SJW Corp. to
provide key employees, including officers, and non-employee
directors, the opportunity to acquire a meaningful equity
interest in the Company.  In no event may any one participant in
the Incentive Plan receive awards under the Incentive Plan in any
calendar year covering an aggregate of more than 100,000 common
shares.  Additionally, awards granted under the Incentive Plan
may be conditioned upon the attainment of specified performance
goals.  The types of awards included in the Incentive Plan are
stock options, dividend units, performance shares, rights to
acquire restricted stock and stock bonuses.

The form of stock options agreement under the Incentive Plan
allows executives to purchase common shares at a specified price.
Options are granted at an exercise price that is not less than
the per share market price on the date of grant.  The options
vest at a 25% rate on their anniversary date over their first
four years and are exercisable over a ten-year period.  At June
30, 2003, 9,643 options were granted and outstanding under the
Incentive Plan at a price of $84.00, with a remaining life of
9.67 years, and the average fair value of $16.00, at the date of
grant.

SJW Corp. has adopted Statement of Financial Accounting Standards
(SFAS) No. 123, "Accounting for Stock-Based Compensation",
utilizing the Black-Scholes option-pricing model to compute the
fair value of options at grant date as a basis for determining
stock-based compensation for financial reporting purposes.  The
assumptions utilized include: expected dividend yield - 3.4%,
expected volatility - 27%, risk-free interest rate - 2.86%,
expected holding period - five years.

As of June 30, 2003, 13,890 shares of restricted stock have been
granted to a key employee of the Company and the shares vest over
a period of three years.  Following SFAS No. 123, the restricted
stock was valued at the market price of $84.00 at the date of
grant.  The Company will recognize compensation expenses in
connection with this award beginning in the third quarter of
2003.

SJW Corp. also has a Dividend Equivalent Rights Agreement which
allows holders of options to receive dividend rights each time a
dividend is paid on common shares after the option grant date,
for a maximum period of four years. Dividend Equivalent Rights
for restricted stock allow holders of restricted stock to receive
dividend rights, each time a dividend is paid on common shares
after the grant date, until the stock is issued to the holder.
Accumulated dividends will be used to purchase stock units on
behalf of the holders at the beginning of the following year
using the average fair market value of common shares on each of
the dividend dates in the immediately preceding year.  The
dividend equivalent units shall be vested in the same manner as
the options and restricted stocks.

Note 3.  Sale of Nonutility Property
- ------------------------------------

On March 11, 2003, SJW Land Company sold San Tomas station, a
nonutility property, to Santa Clara Valley Water District (SCVWD)
for a contract price of $5,400,000.  SJW Corp. recognized a gain
on sale of nonutility property of $3,030,000, net of tax of
$2,105,000 in connection with the sale.  In April 2003,
subsequent to the end of the first quarter, SJW Land Company
reinvested the property sale proceeds by acquiring two income
properties in the states of Connecticut and Florida, at a total
purchase price of $15,400,000.  In connection with the purchases,
SJW Land Company executed mortgages in the amount of $9,900,000.
The mortgage loans are due in ten years with a fixed interest
rate of 5.96%.

Note 4.  Impact of Recent Accounting Pronouncements
- ---------------------------------------------------

In June 2001, the Financial Accounting Standards Board (FASB)
issued Statement of SFAS No. 143, "Accounting for Asset
Retirement Obligations", which applies to legal obligations that
are associated with the retirement of long-lived assets and the
associated asset retirement costs.  The statement is effective
for financial statements issued for fiscal years beginning after
June 15, 2002.  SJW Corp. adopted SFAS No. 143 in January 2003.
The adoption of SFAS No. 143 did not have a material impact on
SJW Corp.'s financial condition or results of operations.

In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13,
and Technical Corrections".  Among other provisions, SFAS No. 145
rescinds SFAS No. 4, "Reporting Gains and Losses from
Extinguishment of Debt".  Accordingly, gains or losses from
extinguishment of debt shall not be reported as extraordinary
items unless the extinguishment qualifies as an extraordinary
item under the criteria of APB No. 30.  Gains or losses from
extinguishment of debt that do not meet the criteria of APB No.
30 should be reclassified to income from continuing operations in
all prior periods presented.  SFAS No. 145 is effective for
fiscal years beginning after May 15, 2002.  SJW Corp. adopted
SFAS No. 145 in January 2003.  The adoption of SFAS No. 145 did
not have an impact on SJW Corp.'s financial condition or results
of operations.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities".  This statement
requires companies to recognize costs associated with exit or
disposal activities when they are incurred rather than at the
date of a commitment to an exit or disposal plan.  Examples of
costs covered by the standard include lease termination costs and
certain employee severance costs that are associated with a
restructuring, discontinued operation, a plant closing, or other
exit or disposal activities.  The provisions of this statement
are effective for exit and disposal activities that are initiated
by a company after December 31, 2002.  SJW Corp. adopted SFAS No.
146 in January 2003.  The adoption of SFAS No. 146 did not have
an impact on SJW Corp.'s financial condition or results of
operations.

In April 2003, the FASB issued SFAS No. 149, "Amendment of
Statement 133 on Derivative Instruments and Hedging Activities".
This statement amends SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities", for certain decisions made
by FASB as part of the Derivatives Implementation Group process.
This statement also amends SFAS No. 133 to incorporate
clarifications of the definition of a derivative.  SJW Corp. will
adopt SFAS No. 149 on July 1, 2003.  The adoption of SFAS No. 149
will not impact SJW Corp.'s financial condition or results of
operations.

In May 2003, the FASB issued SFAS No. 150, "Accounting for
Certain Financial Instruments with Characteristics of Both
Liabilities and Equity". This statement establishes standards for
how an entity that issued a financial instrument, classifies and
measures in its statement of financial position certain financial
instruments with characteristics of both liabilities and equity.
SJW Corp. will adopt SFAS No. 150 on July 1, 2003.  The adoption
of SFAS No. 150 will not impact SJW Corp.'s financial condition
or results of operations.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS
         -------------------------------------------------

This report contains forward-looking statements within the
meaning of the federal securities laws relating to future events
and future results of SJW Corp. and its subsidiaries that are
based on current expectations, estimates, forecasts, and
projections about the industries in which SJW Corp. operates and
the beliefs and assumptions of the management of SJW Corp.  Such
forward-looking statements are identified by words including
"expect", "estimate", "anticipate" and similar expressions.
These forward-looking statements are only predictions and are
subject to risks, uncertainties, and assumptions that are
difficult to predict.  Therefore, actual results may differ
materially and adversely from those expressed in any forward-
looking statements.  Important factors that could cause or
contribute to such differences include, but are not limited to,
those discussed in this report under the section entitled
"Factors that May Affect Future Results" and elsewhere, and in
other reports SJW Corp. files with the Securities and Exchange
Commission (SEC), specifically the most recent reports on Form
10-K, Form 10-Q and Form 8-K, each as it may be amended from time
to time.  SJW Corp. undertakes no obligation to update the
information contained in this report, including the forward-
looking statements to reflect any event or circumstance that may
arise after the date of this report.

General:
- -------

SJW Corp. was incorporated in California on February 8, 1985.
SJW Corp. is a holding company with three subsidiaries.

San Jose Water Company, a wholly owned subsidiary, with
headquarters at 374 West Santa Clara Street in San Jose,
California 95196, was originally incorporated under the laws of
the State of California in 1866.  San Jose Water Company was
later reorganized and reincorporated as the San Jose Water Works.
San Jose Water Works was reincorporated in 1985 as San Jose Water
Company, with SJW Corp. as the parent holding company.  San Jose
Water Company is a public utility in the business of providing
water service to a population of approximately one million people
in an area comprising about 138 square miles in the metropolitan
San Jose area.  San Jose Water Company's web site can be accessed
via the Internet at http://www.sjwater.com.

The principal business of San Jose Water Company consists of the
production, purchase, storage, purification, distribution and
retail sale of water.  San Jose Water Company provides water
service to customers in portions of the cities of Cupertino and
San Jose and in the cities of Campbell, Monte Sereno, Saratoga
and the Town of Los Gatos, and adjacent unincorporated territory,
all in the County of Santa Clara in the State of California.  It
distributes water to customers in accordance with accepted water
utility methods, which include pumping from storage and gravity
feed from high elevation reservoirs.  San Jose Water Company also
provides nonregulated water related services under agreements
with municipalities.  These nonregulated services include full
water system operations, billings and cash remittances.

SJW Land Company, a wholly owned subsidiary, was incorporated in
1985.  SJW Land Company owns and operates parking facilities,
which are located adjacent to San Jose Water Company's
headquarters and the HP Pavilion in San Jose, California.  SJW
Land Company also owns commercial buildings and other undeveloped
land primarily in the San Jose Metropolitan area, and a 70%
limited partnership interest in 444 West Santa Clara Street, L.P.

Crystal Choice Water Service LLC, a 71% majority-owned limited
liability subsidiary formed in January 2001, engages in the sale
and rental of water conditioning and purification equipment.

SJW Corp. also owns 1,099,952 shares of California Water Service
Group.

Critical Accounting Policies:
- ----------------------------

SJW Corp. has identified accounting policies below as the
policies critical to the business operations and the
understanding of the results of operations.  The preparation of
financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities, and revenues and expenses.  SJW Corp. bases its
estimates on historical experience and on various other
assumptions that are believed to be reasonable under the
circumstances.  The impact and any associated risks related to
these policies on the Company's business operations is discussed
throughout "Management's Discussion and Analysis of Financial
Condition and Results of Operations" where such policies affect
the Company's reported and expected financial results.  The
Company's critical accounting policies are as follows:

     Balancing Account

The California Public Utilities Commission (CPUC) establishes a
balancing account mechanism within its regulatory regime.  A
separate balancing account must be maintained for each offset
expense item (e.g., purchased water, purchased power and pump
tax).  The purpose of a balancing account is to track the under-
collection or over-collection associated with expense changes and
the revenue authorized by the CPUC to offset those expense
changes.  Since balances are being tracked and have to be
approved by the CPUC before they can be incorporated into rates,
San Jose Water Company has not recognized the balancing account
in its financial statements.  Had the balancing account under-
collection been recognized in San Jose Water Company's financial
statements, San Jose Water Company's retained earnings would be
increased by the amount of balancing account under-collection,
less applicable taxes.  As of June 30, 2003 and December 31,
2002, San Jose Water Company has a balance of $204,000 and
$262,000, respectively, to be collected from its customers.

     Accrued Unbilled Revenue

San Jose Water Company reads the majority of its customer's
meters on a bi-monthly basis and records its revenue based on its
meter reading results.  Revenues from the meter reading date to
the end of the accounting period is estimated based on historical
usage patterns, production records and the effective tariff
rates.  The estimate of the unbilled revenue is a management
estimate utilizing certain sets of assumptions and conditions
which include the number of days between meter reads for each
billing cycle, the customers' consumption changes, and San Jose
Water Company's experiences in unaccounted-for water.  Actual
results could differ from those estimates, which would result in
operating revenue being adjusted in the period that the revision
to the San Jose Water Company's estimates is determined.  As of
June 30, 2003 and December 31, 2002, accrued utility revenue was
$12,445,000 and $6,605,000, respectively.  The higher accrued
utility revenue at June 30, 2003 reflects the seasonality of the
water utility business such that customer consumption is at its
peak during the summer months.

     Recognition of Regulatory Assets and Liabilities

Generally accepted accounting principles for water utilities
include the recognition of regulatory assets and liabilities as
permitted by SFAS No. 71, "Accounting for the Effects of Certain
Types of Regulation".  In accordance with SFAS No. 71, San Jose
Water Company records deferred costs and credits on the balance
sheet as regulatory assets and liabilities when it is probable
that these costs and credits will be recovered in the ratemaking
process in a period different from when the costs and credits
were incurred.  Accounting for such costs and credits is based on
management's judgments that it is probable that these costs are
recoverable in the future revenue of the San Jose Water Company
through the ratemaking process.  The regulatory assets and
liabilities recorded by San Jose Water Company primarily relate
to the recognition of deferred income taxes for ratemaking versus
tax accounting purposes.  The disallowance of any asset in future
ratemaking purposes, including the deferred regulatory assets,
would require San Jose Water Company to immediately recognize the
impact of the costs for financial reporting purposes.

     Income Taxes

SJW Corp. estimates its federal and state income taxes as part of
the process of preparing the financial statements.  The process
involves estimating the actual current tax exposure together with
assessing temporary differences resulting from different
treatment of items for tax and accounting purposes.  These
differences result in deferred tax assets and liabilities, which
are included within the balance sheet.  In the event that actual
results differ from these estimates, the provision for income
taxes could be materially impacted.

     Pension Accounting

San Jose Water Company offers a defined benefit plan,
Supplemental Executive Retirement Plan and certain post-
retirement benefits other than pensions to employees retiring
with a minimum level of service.  Accounting for pensions and
other post-retirement benefits requires an extensive use of
assumptions about the discount rate, expected return on plan
assets, the rate of future compensation increase received by the
employees, mortality, turnover, and medical costs.

San Jose Water Company, through its Retirement Plan
Administrative Committee managed by the representatives from the
unions and management establishes investment guidelines with
specification that at least 30% of the investments are in bonds
or cash.  As of June 30, 2003, the plan assets consist of
approximately 30% bonds, 10% cash and 60% equities.  Furthermore,
equities are to be diversified by industry groups to balance for
capital appreciation and income.  In addition, all investments
are publicly traded.  San Jose Water Company uses an expected
rate of return on plan assets of 8% in its actuarial computation
that is below the company's annualized actual rate of return of
10.5% measured from 1984 through 2002.  The distributions of
assets are conservative and are less affected by market
volatility.  Furthermore, foreign assets are not included in the
investment profile and thus a risk related to foreign exchange
fluctuation is minimized.

The market values of the plan assets are marked to market at the
measurement date.  The investment trust assets suffered
significant unrealized market losses in the last two years.
Significant unrealized market losses on pension assets are
amortized over 14 years for actuarial expense calculation
purposes.

The Company utilizes Moody's 'A' and 'Aa' rated bonds in
industrial, utility and financial sectors with outstanding amount
of $1 million or more in determining the discount rate used in
calculating the liabilities at the measurement date.  For the
year ending December 31, 2002, the composite discount rate used
was 6.75%.

     Stock-Based Compensation Plans

SJW Corp. has a stockholder-approved long-term incentive plan
that allows granting of nonqualified stock options, performance
shares and dividend units.  Under the plan, a total of 300,000
common shares are authorized for option awards and grants.  The
Company has adopted Statement of Financial Accounting Standards
(SFAS) No. 123, "Accounting for Stock-Based Compensation",
utilizing the Black-Scholes option-pricing model to compute the
fair value of options at grant date as basis for the stock-based
compensation for financial reporting purposes.  The weighted-
average assumptions utilized include: expected dividend yield -
3.4%, expected volatility - 27%, risk-free interest rate - 2.86%,
expected holding period - five years.

Liquidity and Capital Resources:
- -------------------------------
San Jose Water Company's budgeted capital expenditures for 2003,
exclusive of capital expenditures financed by customer
contributions and advances, are $28,667,000 with capital
expenditures concentrated in main replacements.  Approximately
$13,000,000 will be spent to replace San Jose Water Company's
aging mains in 2003.

The four-phased Infrastructure Study, which was started by San
Jose Water Company in 1997 with the purpose of establishing a
systematic approach to replace its utility facilities, was
completed by July 2002.  The Infrastructure Study analyzed the
San Jose Water Company's pipes and mains and examined all other
utility facilities and will be used as a guide for future capital
improvement programs, and serve as the master plan for the San
Jose Water Company's replacement program for the next 20 years.

San Jose Water Company's capital expenditures are incurred in
connection with normal upgrading and expansion of existing
facilities and to comply with environmental regulations.  San
Jose Water Company expects to incur approximately $155,000,000,
exclusive of customer contributions and advances, in capital
expenditures over the next five years.  San Jose Water Company's
actual capital expenditures may vary from its projections due to
changes in the expected demand for services, weather patterns,
and actions by governmental agencies and general economic
conditions.  Total additions to utility plant normally exceed
company-financed additions by several million dollars because
certain new facilities are constructed using advances from
developers and contributions in aid of construction.

A substantial portion of San Jose Water Company's distribution
system was constructed during the period from 1945 to 1980.
Expenditure levels for renewal and modernization of this part of
the system will grow at an increasing rate as these components
reach the end of their useful lives.  In most cases, replacement
cost will significantly exceed the original installation cost of
the retired assets due to increases in the costs of goods and
services.

As of June 30, 2003, SJW Corp.'s share of capital investment in
Crystal Choice Water Service LLC approximated 71%.  SJW Corp. did
not make any additional investment in Crystal Choice Water
Service LLC during the first six months of 2003.

The water utility business is highly seasonal in nature. Customer
consumption demand during summer months could significantly
exceed that of winter months.  Operating revenue, accounts
receivable and unbilled revenue increase as customer consumption
increases.  Historically, San Jose Water Company's write-offs for
uncollectible accounts represent less than 1% of its total
revenue.  Management believes it can continue to collect its
accounts receivable balances at its historical collection rate.

Accounts payable and current liabilities increase during the
summer months due to increased water production volume to meet
higher customer demand and the timing of the payment of certain
expenses.  Please refer to "Sources of Capital" for further
discussion.

Sources of Capital:
- ------------------

San Jose Water Company's ability to finance future construction
programs and sustain dividend payments depends on its ability to
attract external financing and maintain or increase internally
generated funds.  The level of future earnings and the related
cash flow from operations is dependent, in large part, upon the
timing and outcome of regulatory proceedings.

San Jose Water Company has outstanding $110,000,000 of unsecured
senior notes as of June 30, 2003.  The senior note agreements of
San Jose Water Company generally have terms and conditions that
restrict the company from issuing additional funded debt if (1)
the funded debt would exceed 66-2/3% of total capitalization, and
(2) net income available for interest charges for the trailing
twelve calendar month period would be less than 175% of interest
charges.  As of June 30, 2003, San Jose Water Company's funded
debt was 46% of total capitalization and the net income for
preceding twelve months was 408% of interest charges.

In March 2003, SJW Land Company sold nonutility property and
recognized a gain of $3,030,000, net of tax.  Subsequent to the
end of the first quarter, SJW Land Company reinvested the
proceeds from the sale of nonutility property by acquiring two
properties in the states of Connecticut and Florida.  In
connection with the acquisition, SJW Land Company executed
mortgages in the amount of $9,900,000 in April 2003.  The
mortgage loans are due in ten years and amortize over twenty-five
years with a fixed interest rate of 5.96%.

San Jose Water Company's financing activity is designed to
achieve a capital structure consistent with regulatory guidelines
of approximately 50% debt and 50% equity.

San Jose Water Company intends to issue $20,000,000 of Senior
Notes Series G (Notes) in the third quarter of 2003.    Proceeds
from the sale of the Notes will be used to repay short-term
borrowings and fund construction expenditures.

In 2002, the Department of Water Resources approved San Jose
Water Company's application for an approximately $2,500,000 Safe
Drinking Water State Revolving Fund twenty-year loan at an
interest rate of approximately 2.39%.  Funds in the above amount
will be received for the retrofit of San Jose Water Company's
water treatment plant.  San Jose Water Company will request the
funding in 2003 as soon as all the loan documentation and
contract requirements are met.

SJW Corp. and its subsidiaries have unsecured lines of credit
available allowing aggregate short-term borrowings of up to
$30,000,000 at rates that approximate the bank's prime or
reference rate.  At June 30, 2003, SJW Corp. and its subsidiaries
had available unused short-term bank lines of credit of
$23,700,000.  Cost of borrowing averaged 2.53% for the first six
months of 2003.  The line of credit expires on July 1, 2005.

Results of Operations
- ---------------------

Overview
- --------

SJW Corp.'s consolidated net income for the second quarter ended
June 30, 2003 was $4,426,000, an increase of $435,000 or 11% from
$3,991,000 in the second quarter of 2002. Six months earnings was
$9,708,000, an increase of $3,968,000 or 69% from $5,740,000 for
the same period in 2002.  The six months earnings included a gain
on sale of nonutility property of $3,030,000, net of tax of
$2,105,000, which contributed to 53% of the increase in net
income from the same period in 2002.

Operating Revenue
- -----------------

                     Consolidated Operating Revenue

                           Three months ended    Six months ended
                                 June 30              June 30
                             2003      2002       2003      2002
                          --------------------------------------
                                       (in thousands)
San Jose Water Company    $37,075   $38,042    $64,066   $65,060
SJW Land Company              542       476      1,088     1,020
Crystal Choice Water
 Service                      351       178        605       334
                          -----------------    -----------------
                          $37,968   $38,696    $65,759   $66,414

Consolidated operating revenue for the three months ended June
30, 2003 decreased by $728,000 or 2% from the $38,696,000 for the
same period in 2002.  The decrease was primarily attributable to
a decrease of $967,000 or 3% in revenue from San Jose Water
Company partially offset by a revenue increase from Crystal
Choice Water Service.  The decrease in revenue from San Jose
Water Company was due to an 8% weather-related decrease in
customer consumption that was partially offset by a 4% rate
increase.

For the six months ended June 30, 2003, the decrease of $655,000
or 1% in consolidated operating revenue from the same period in
2002, was primarily due to the reasons as explained above.

The change in consolidated operating revenue was due to the
following factors:

                      Three months ended     Six months ended
                     June 30 2003 vs. 2002  June 30 2003 vs. 2002
                      Increase/(decrease)    Increase/(decrease)
                      ------------------------------------------
Utility:                           (in thousands)
 Consumption changes   $(2,704)   (7%)        $(3,767)   (5%)
 New customers increase     87     -              170     -
 Rate increases          1,650     4%           2,603     4%
 Parking and rental         66     -               68     -
 Crystal Choice Water
  Service                  173     1%             271     -
                      ----------------       -------------------
                       $  (728)   (2%)       $   (655)    (1%)

Operating Expenses
- ------------------
                      Three months ended      Six months ended
                     June 30 2003 vs. 2002  June 30 2003 vs. 2002
                      Increase/(decrease)    Increase/(decrease)
                                   (in thousands)
                      -------------------------------------------
San Jose Water Company $27,878   29,787       $49,620   52,446
SJW Land Company           209      180           390      354
Crystal Choice Water
 Service                   371      262           685      544
SJW Corp.                  201      108           360      237
                      -----------------       -----------------
                       $28,659   30,337       $51,055   53,581
                       ================       =================

The change in consolidated operating expenses, excluding income
taxes, from the same period in 2002 was due to the following
factors:

                      Three months ended      Six months ended
                     June 30 2003 vs. 2002  June 30 2003 vs. 2002
                      Increase/(decrease)    Increase/(decrease)
                                  (in thousands)
                       ------------------------------------------
Production costs:
  Increased surface
   water supply        $(1,314)   (4%)        $(2,517)   (5%)
  Decrease in usage
   and new customers    (2,120)   (7%)         (2,907)   (5%)
  Pump tax and purchased
   water price increase    352     1%             578     1%
  Energy price and usage   (32)    -              (60)    -
Total production costs  (3,114)  (10%)         (4,906)   (9%)
Other operating expense    994     3%           1,803     3%
Maintenance                (81)     -            (299)   (1%)
Property taxes and other
 nonincome taxes           194     1%             313     1%
Depreciation and
 amortization              329     1%             563     1%
                       ---------------         --------------
                        (1,678)   (5%)         (2,526)   (5%)
                       ===============         ==============

Total water production costs decreased $3,114,000 or 18% for the
second quarter of 2003.  The decrease in water production costs
was primarily due to an approximately 8% decrease in customer
consumption and the availability of the less costly surface water
supply.  The cost decreases were partially offset by an increase
in Santa Clara Valley Water District (SCVWD) water production
rates (pump tax and purchased water) in July 2002.  Water
production in the second quarter of 2003 was lower than the same
period in 2002 due to a weather-related change in customer
consumption.

For the six months ended June 30, 2003, the decrease of
$4,906,000 or 17% in total water production costs from the same
period in 2002 was due to the reasons as explained above.  The
decrease in water production costs was primarily attributable to
a decrease in weather-related customer consumption.

San Jose Water Company's water supply is obtained from wells,
groundwater, watershed run-off and diversion, surface water and
by import water purchases from the SCVWD.  Surface water supply
is the least expensive source of water and the availability of a
higher surface water supply reduced water production costs in the
second quarter of 2003 by $1,314,000 and the first six months of
2003 by $2,517,000.

The change in San Jose Water Company's source of supply mix was
as follows:

                       Three months ended      Six months ended
                     June 30 2003 vs. 2002  June 30 2003 vs. 2002
                      Increase/(decrease)     Increase/(decrease)
                                 (in million gallons)
                      -------------------------------------------
Purchased water        (1,618)    (11%)        (1,458)    (7%)
Ground water           (1,006)     (7%)        (2,583)   (11%)
Surface water             997       7%          1,953      8%
Reclaimed water           (25)      -            (32)     -
                       ----------------       ---------------
                       (1,652)    (11%)       (2,120)   (10%)
                       ================       ===============

The changes in the source of supply mix were consistent with the
changes in the water production costs.

Consolidated operating expense in the second quarter of 2003,
excluding income taxes and production costs, increased $1,436,000
or 11% compared to the same period in 2002.  The increases
included $116,000 in professional fees, $275,000 in pension costs
primarily as a result of the decline in the market value of
retirement trust assets, $330,000 in salaries and wages in
accordance with bargaining unit wage escalation and new hires,
and $356,000 in business and employee insurance costs.
Depreciation increased $329,000 due to higher investment in
utility plants.

Total income tax expense for the second quarter of 2003 was
$3,053,000 compared to $2,639,000 for the same period in 2002.
The increase of $414,000 was due to higher earnings in 2003. The
effective income tax rates for the second quarter of 2003 and
2002 approximated 41% and 40%, respectively.

Other income for the six month period ended June 30, 2003
includes an after-tax gain of $3,030,000 on the sale of a
nonutility property.  In April 2003, SJW Corp. reinvested the
sale proceeds in two income properties in the states of
Connecticut and Florida.  Please refer to Note 3. "Sale of
Nonutility Property" under "Notes to Unaudited Condensed
Consolidated Financial Statements" in Item 1.  "Financial
Statements".

The decrease in other income and expense of $202,000 resulted
from higher interest expenses due to higher average borrowing.

Since the water business is highly seasonal in nature, a
comparison of the revenue and expense of the current quarter with
the immediately preceding quarter would not be meaningful.  The
average usage per metered customer in the second quarter of 2003
decreased by approximately 8% from the second quarter of 2002 due
to cool summer in 2003.

Other comprehensive income was $1,538,000 for the three months
ended June 30, 2003 in comparison to the comprehensive loss of
$260,000 for the three months ended June 30, 2002 due to the
changes in market value of investment in California Water Service
Group.

Factors That May Affect Future Results
- --------------------------------------

Pension and Insurance
- ---------------------

In 2003, pension accruals increased $1,113,000 on an annual basis
primarily due to the decline in valuation of the retirement plan
portfolio in 2002.  Market conditions, not changes in operating
risk or loss experience, were the sole reason for the Company's
average liability insurance cost increase of 39% in the second
quarter of 2003 after adjustments in self-insured retentions.
Pension and insurance expenses are expected to continue to
negatively impact the financial condition or results of
operations.

Nonregulated Operations
- -----------------------

In January 2002, SJW Land Company entered into an Agreement for
Possession and Use (Agreement) with Valley Transportation Agency
(VTA) whereby SJW Land Company has granted VTA an irrevocable
right to possession and use of 1.23 acres of the company's
parking lot property for the development of a light rail station.
VTA has adopted a resolution authorizing a condemnation
proceeding to acquire the land and has deposited $3.7 million in
an escrow account as fair market compensation.  SJW Land Company
waived the right to challenge VTA's possession and use in any
subsequent eminent domain proceeding but reserved the right to
assert, and has disputed the fair market value placed on the
land.  According to the terms of the Agreement, if a settlement
is not reached within three months of the execution of the
Agreement, VTA can file an eminent domain complaint to acquire
title to the parking lot property.  On April 11, 2003, VTA filed
the eminent domain lawsuit.  As a part of the proceedings, VTA
has transferred funds from the escrow account into court deposit
to secure its ongoing right of possession for construction of the
light rail station pending final litigation. Compensation for the
taking of property will be determined by the court or by way of
settlement between SJW Land Company and VTA.  This transaction
will be booked and is expected to result in an increase to net
income, if and when the compensation issue is settled or a final
court order is rendered.

Water Supply and Energy Resources
- ---------------------------------

San Jose Water Company's water supply is obtained from wells,
groundwater, watershed run-off and diversion, surface water and
by import water purchases from the SCVWD under the terms of a
master contract with SCVWD expiring in 2051. Groundwater level in
2003 was well above the 30-year normal aquifer storage point.

On July 18, 2003, the SCVWD's ten reservoirs were 56% full with
94,647 acre-feet of water in storage.  The rainfall in the winter
of 2003 was about average.

On July 7, 2003, local surface water in San Jose Water Company's
impoundments was at 85% of capacity.  Local surface water is a
less costly source of water and its availability significantly
impacts the results of operations.

Based on information provided by SCVWD in its Water Utility
Enterprise Report, San Jose Water Company believes that its
various sources of water supply are sufficient to meet customer
demand for the remainder of the year.

To the extent that San Jose Water Company has to pump water
during peak periods to satisfy customer demand when imported
water is not available, higher energy costs will be incurred.
Currently, the CPUC has no established procedure for water
utilities to recover the additional costs incurred due to such
unanticipated changes in water supply mix.  There can be no
assurance that such costs will be recovered in full or in part.

Security Issues
- ---------------

San Jose Water Company has taken steps to increase security at
its water utility facilities and continue to implement a
comprehensive security upgrade program for production and storage
facilities, booster pump stations and company buildings.  San
Jose Water Company also coordinates security and planning
information with eight other large regional water utilities
within the San Francisco Bay area, as well as various
governmental and law enforcement agencies.

San Jose Water Company conducted a system-wide vulnerability
assessment in compliance with federal regulations Public Law 107-
188 imposed on all water utilities.  The assessment report was
filed with the government on March 31, 2003.  The vulnerability
assessment identified system security enhancements that impact
water quality, health, safety and continuity of service totaling
approximately $2,300,000, exclusive of the years 2001 to 2002
expenditures.  These improvements shall be incorporated into the
capital budgets to be completed by 2005.  For the six months
ended June 30, 2003 and the twelve months ended December 31,
2002, $234,000 and $479,000, respectively, were spent on capital
projects to improve and enhance security.  Approximately $366,000
will be spent in the remaining six months in 2003.  Once
completed, San Jose Water Company believes it will have
substantially reduced its vulnerability to terrorists' attack.
San Jose Water Company actively participated in the security
vulnerability assessment training offered by the American Water
Works Association Research Foundation and the Environmental
Protection Agency.

San Jose Water Company is currently revising its Emergency
Response Plans (ERP) and will issue the plans in advance of the
September 30, 2003 deadline set forth by the legislation.  The
ERPs will include training and implementation of new procedures
and communications.

Regulatory Affairs
- ------------------

     Rates and Regulations

Almost all the operating revenue of San Jose Water Company
results from the sale of water at rates authorized by the CPUC.
The CPUC sets rates that are intended to provide revenue
sufficient to recover operating expenses and produce a reasonable
return on common equity.  San Jose Water Company's most recent
rate decision, approved in April 2001, authorized a return on
common equity in 2001, 2002 and 2003 of 9.95%.  This is within
the range of recent rates of return authorized by the CPUC for
water utilities.  San Jose Water Company received step rate
increases in January and March of 2003 totaling about 3% to
recover projected operating cost increase for 2003 as well as the
increased costs associated with the transfer of the maintenance
responsibility for approximately 12,000 fire hydrants from the
City of San Jose to San Jose Water Company.

On April 3, 2003, the CPUC issued an Opinion modifying Decision
D.00-07-018, which originally established the rules and
guidelines for the use of water utility assets in nonregulated
activities.  Pursuant to the recently issued Opinion, investor
owned water utilities are now required to file for the CPUC's
authority to enter into any nonregulated activity that utilizes
assets or employees reflected in the utilities' regulated revenue
requirement.  Previously certain activities that were
specifically identified in D.00-07-018 were exempt from this pre-
approval requirement. San Jose Water Company will therefore need
to obtain such an approval from the CPUC before executing any new
nonregulated utility service contracts.  At this time it is
unclear whether this change to the rules will impact San Jose
Water Company's ability to participate in any future nonregulated
business activities.

On April 17, 2003, San Jose Water Company filed Advice Letter No.
342 with the CPUC requesting a revenue increase of $5,300,000 or
4% to recover the increased cost of purchased water and higher
pump tax charged to San Jose Water Company by SCVWD.  The
proposed rates were approved as filed by the CPUC at its June 19,
2003 meeting, with the new rates effective on July 1, 2003.

On May 23, 2003, San Jose Water Company filed a General Rate Case
application with the CPUC to increase rates by $25,793,000 or
18.2% in 2004, $5,434,000 or 3.2% in 2005, and $5,210,000 or 3.0%
in 2006.  San Jose Water Company is seeking these proposed
increases to cover higher costs of providing water service,
including higher costs of power, purchased water, pump tax,
labor, security, water quality testing and reporting, and to
allow for necessary improvements to the water system.  San Jose
Water Company is also requesting rate recovery of the current
balance of $71,000 in its Water Contamination Memorandum Account,
as well as recovery of an under-collection of $382,000 accrued in
its pre-November 29, 2001 Balancing Account.  Finally, San Jose
Water Company is requesting a rate of return on equity of 11.5%
for the years 2004 through 2006.  A CPUC decision on the
application is expected in late 2003.

On September 30, 2002, Governor Davis signed the interim rate
bill (AB 2838), sponsored by the California water utility
industry, into law.  The bill allows for the implementation of
interim water rates in general rate cases when the CPUC fails to
establish new rates in accordance with the established rate case
schedule.  The interim rates would be based on a water company's
existing rates increased for the amount of inflation since the
last approved rate adjustment.  The bill also allows for revenue
true-up from the time of the implementation of the interim rates
to the time of the CPUC's ultimate decision in the rate case.  In
principal, this mechanism is designed to eliminate the adverse
financial impact on water utilities caused by regulatory delays
in general rate cases.  The bill went into effect on January 1,
2003.

     Balancing Account Recovery Procedures

On November 29, 2001, the CPUC issued Resolution W-4294
(Resolution) implementing significant changes in the long-
established offset rate increase and balancing account recovery
procedures applicable to water utilities.  As required by the
Resolution, in December 2001 the CPUC opened an Order Instituting
Rulemaking (OIR) to evaluate existing balancing account and
offset rate practices and policies.  On December 17, 2002, the
CPUC issued an interim OIR decision authorizing water utilities
to recover the balancing account balances accrued prior to
November 29, 2001 if the utility is not over-earning as measured
on a pro-forma basis.  San Jose Water Company has accrued an
under-collection of $382,000 in its balancing account prior to
November 29, 2001.  For the period from November 29, 2001 to June
30, 2003, San Jose Water Company has accumulated an over-
collection of $178,000.  Therefore, the balancing account has a
net under-collected balance of $204,000.

On June 19, 2003 the CPUC issued its final OIR decision (D.03-06-
072) in which the CPUC revised the existing procedures for
recovery of under collections and over collections in balancing
accounts existing on or after November 29, 2001 as follows: (1)
If a utility is within its rate case cycle and is not over
earning, the utility shall recover its balancing account subject
to reasonableness review; and (2) If a utility is either within
or outside of its rate case cycle and is over earning, the
utility's recovery of expenses from the balancing accounts will
be reduced by the amount of the over earning, again subject to
reasonableness review.  Utilities shall use the recorded rate of
return means test to evaluate earnings for all years.  The CPUC
is currently in the process of scheduling workshops to determine
how these new requirements will ultimately be implemented.

As of June 30, 2003 San Jose Water Company has received all its
offset rate requests.  Any future impact on San Jose Water
Company's ability to recover balancing account balances and
receive offset rate increases cannot be determined until San Jose
Water Company's next offset rate increase request scheduled for
July, 2004.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
         RISK
         -----------------------------------------------------

SJW Corp. is subject to market risks in the normal course of
business, including changes in interest rates and equity prices.
The exposure to changes in interest rates is a result of
financings through the issuance of fixed-rate, long-term debt and
short-term funds obtained through the variable rate line of
credit.  SJW Corp. also owns 1,099,952 shares of California Water
Service Group and is exposed to the risk of changes in equity
prices.

The Company has no derivative financial instruments, financial
instruments with significant off-balance sheet risks, or
financial instruments with concentrations of credit risk.  There
is no material sensitivity to change in market rates and prices.

ITEM 4.   CONTROLS AND PROCEDURES
          -----------------------

      (a)  Evaluation of disclosure controls and procedures.

The Company's management, with the participation of the Company's
Chief Executive Officer and Chief Financial Officer, evaluated
the effectiveness of the Company's disclosure controls and
procedures as of the end of the period covered by this report.
Based on that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that the Company's disclosures
controls and procedures as of the end of the period covered by
this report have been designed and are functioning effectively to
provide reasonable assurance that the information required to be
disclosed by the Company in reports filed under the Securities
Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and
forms. The Company believes that a control system, no matter how
well designed and operated, cannot provide absolute assurance
that the objectives of the control system are met, and no
evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within a company
have been detected.

     (b)  Changes in Internal Controls over Financial Reporting.

No change in the Company's internal control over financial
reporting occurred during the Company's most recent fiscal
quarter that has materially affected, or is reasonably likely to
materially affect, the Company's internal control over financial
reporting.

                      PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS
         -----------------

In January 2002, SJW Land Company entered into an Agreement for
Possession and Use (Agreement) with Valley Transportation Agency
(VTA) whereby SJW Land Company has granted VTA an irrevocable
right to possession and use of 1.23 acres of the company's
parking lot property for the development of a light rail station.
VTA has adopted a resolution authorizing a condemnation
proceeding to acquire the land and has deposited $3.7 million in
an escrow account as fair market compensation.  SJW Land Company
waived the right to challenge VTA's possession and use in any
subsequent eminent domain proceeding but reserved the right to
assert, and has disputed the fair market value placed on the
land.  According to the terms of the Agreement, if a settlement
is not reached within three months of the execution of the
Agreement, VTA can file an eminent domain complaint to acquire
title to the parking lot property.  On April 11, 2003, VTA filed
the eminent domain lawsuit.  As a part of the proceedings, VTA
has transferred funds from the escrow account into court deposit
to secure its ongoing right of possession for construction of the
light rail station pending final litigation. Compensation for the
taking of property will be determined by the court or by way of
settlement between SJW Land Company and VTA.  This transaction
will be booked and is expected to result in an increase to net
income, if and when the compensation issue is settled or a final
court order is rendered.

ITEM 5.  OTHER INFORMATION
         -----------------

On July 29, 2003, the Board of Directors of the SJW Corp.
declared the regular quarterly dividend of $.7275 per common
share.  The dividend will be paid September 1, 2003, to
shareholders of record as of the close of business on August 11,
2003.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K
          --------------------------------

       (a)  Exhibits required to be filed by Item 601 of
Regulation S-K.

See Exhibit Index located immediately following the
Certifications of this document which is incorporated herein by
reference as required to be filed by Item 601 of Regulation S-K
for the quarter ended June 30, 2003.

       (b)  Reports on Form 8-K

SJW Corp. filed a current report on Form 8-K with the Securities
and Exchange Commission on July 31, 2003 which announced the
financial results of SJW Corp. for the second quarter of 2003.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

SJW Corp.

Date:   August 8, 2003      By   /s/ ANGELA YIP
                                 ------------------------
                                 ANGELA YIP
                                 Chief Financial Officer &
                                 Treasurer

                          EXHIBIT INDEX

Exhibit No.               Description of Document
- ----------------------------------------------------------------
10.18     San Jose Water Company Executive Supplemental
          Retirement Plan adopted by San Jose Water Company Board
          of Directors, as restated to reflect amendments made
          through May 1, 2003.  (1) (2)

10.19     SJW Corp. Executive Severance Plan adopted by SJW Corp.
          Board of Directors, as restated to reflect amendments
          made through May 1, 2003. (2)

10.20     SJW Corp. Long-Term Incentive Plan, adopted by SJW
          Corp. Board of Directors, as amended on March 3, 2003.
          (1) (2)

10.21     Chief Executive Officer Employment Agreement, as
          restated on June 27, 2003.  (1) (2)

10.22     Standard Form of Stock Option Agreement-subject to
          changes per Employment Agreement, as adopted by the SJW
          Corp. Board of Directors on April 29, 2003.  (1) (2)

10.23     Chief Executive Officer SERP Deferred Restricted Stock
          Award, as restated on June 27, 2003.  (1) (2)

10.24     Form of Stock Option Agreement with Dividend Equivalent
          Agreement as adopted by the Board of Directors on
          April 29, 2003.  (1) (2)

31.1      Certification Pursuant to Rule 13a-14(a)/15d-14(a) by
          President and Chief Executive Officer.  (1)

31.2      Certification Pursuant to Rule 13a-14(a)/15d-14(a) by
          Chief Financial Officer and Treasurer.  (1)

32.1      Certification Pursuant to 18 U.S.C. Section 1350 by
          President and Chief Executive Officer, as adopted
          pursuant to Section 906 of the Sarbanes-Oxley Act of
          2002.  (1)

32.2      Certification Pursuant to 18 U.S.C. Section 1350 by
          Chief Financial Officer and Treasurer, as adopted
          pursuant to Section 906 of the Sarbanes-Oxley Act of
          2002.  (1)

(1)  Filed currently herewith.
(2)  Management contract or compensatory plan or agreement.

                                                   Exhibit 10.18

                      SAN JOSE WATER COMPANY

                      EXECUTIVE SUPPLEMENTAL
                         RETIREMENT PLAN

  (As restated to reflect amendments made through May 1, 2003)

                           TABLE OF CONTENTS
                           -----------------

I.     DEFINITIONS

II.    PARTICIPATION

III.   RETIREMENT BENEFIT

IV.    VESTING

V.     FUNDING NATURE OF THE PLAN

VI.    ADMINISTRATION OF THE PLAN

VII.   AMENDMENTS AND TERMINATION

VIII.  MISCELLANEOUS

                   THE SAN JOSE WATER COMPANY
                   --------------------------
             EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN
             --------------------------------------
     On July 22, 1992 the Board of Directors of the San Jose
Water Company (the "Company") adopted the San Jose Water Company
Executive Supplemental Retirement Plan (the "Plan").  The Plan
is designed to supplement the retirement income of a designated
select group of management and/or highly compensated executives
of the Company.  The Plan is intended to be a nonqualified,
unfunded retirement plan.  The purpose of the Plan is to improve
the ability of the Company to attract, retain and motivate
management individuals.  The Plan has been amended on seven
occasions since its adoption and is hereby further amended and
restated in its entirety.  This restatement is effective January
1, 2001, except to the extent expressly provided otherwise
herein.

I.   DEFINITIONS

     Wherever used herein the following terms have the meanings
indicated:

     1.1  "Accrued Benefit" means, at any time, the benefit
computed in accordance with Section 3.1 (as adjusted, if
applicable pursuant to Section 3.11).

     1.2  "Actuarially Equivalent" has the meaning set forth in
the San Jose Water Company Retirement Plan.

     1.3  "Beneficiary" means the person or persons entitled to
receive a Participant's retirement benefits as provided in
Section 3.6.

     1.4  "Benefit Commencement Date" means the date on which a
Participant's retirement benefits commence to be payable under
this Plan.  Such date shall be the later of (i) the date the
Participant first satisfies the requirements for an Early
Retirement Date or Normal Retirement Date or (ii) the
Participant's date of separation from service.

     1.5  "Board of Directors" means the Board of Directors of
San Jose Water Company.

     1.6  "Change in Control" means a Change in Control as
defined at the relevant time in the Executive Severance Plan or
successor thereto or, if the Executive Severance Plan ceases to
exist and is not succeeded by another similar plan, as it was
last defined in the Executive Severance Plan.

     1.7  "Committee" means the committee established pursuant
to Article V hereof, as it shall be constituted from time to
time.

     1.8  "Company" means San Jose Water Company and any
successor to all or a major portion of the assets or business of
the San Jose Water Company.

     1.9  "Compensation" means, for any calendar month, a
Participant's salary for such month plus any annual cash
performance bonus paid in such month; provided that if a
Participant terminates employment before the Company pays annual
bonuses for its 2003 fiscal year, Compensation for each of the
calendar months in 2003 shall include one twelfth (1/12) of such
Participant's annual bonus for such year if it has been
determined at the time of termination or, if not his or her
target annual bonus for such year.  No other bonus or special
compensation will be included except to the extent expressly
provided otherwise by the Board of Directors or the Compensation
Committee thereof; provided that any retention bonus paid in
2001 to a Participant who was not at the time of payment thereof
a director of the Company or its parent shall be treated as an
annual cash bonus for purposes of computing such Participant's
Compensation for the month of payment of such retention bonus.

     1.10  "Credited Service" has the meaning set forth in the
San Jose Water Company Retirement Plan.

     1.11  "Death Benefit" has the meaning set forth in Section
3.10 of the Plan.

     1.12  "Early Retirement Date" means the first day of the
month coinciding with or next following the date when a
Participant has both attained the age of fifty-five (55) years
and completed ten (10) years of Credited Service with the
Company.

     1.13  "Eligible Employee" means any officer of the Company
or Employee selected by the Committee, unless the Committee
determines that such officer or Employee does not fall within
ERISA's definition of a select group of management or highly
compensated employees.

     1.14  "Employee" means a person who is employed by the
Company.

     1.15  "Executive Severance Plan" means SJW Corp. Executive
Severance Plan, as amended from time to time.

     1.16  "ERISA" means the Employee Retirement Income Security
Act of 1974, as amended from time to time.

     1.17  "Final Average Compensation" means, on any date, a
Participant's average monthly Compensation for that consecutive
thirty-six (36) calendar month period within the last one
hundred twenty (120) consecutive calendar months ending on or
before such date during which such average Compensation is the
highest.

     1.18  "Normal Retirement Date" means the first day of the
calendar month coinciding with or next following the date when a
Participant attains sixty-five (65) years of age.

     1.19  "Participant" means an Eligible Employee who has
received written notification from the Company that he has been
designated as a Participant of the Plan by the Committee
following satisfaction of the eligibility requirements described
in Section 2.1.

     1.20  "Plan" means the San Jose Water Company Executive
Supplemental Retirement Plan as set forth in this document and
in any amendments from time to time made hereto.

     1.21  "Qualified Joint and Survivor Annuity" has the
meaning set forth in the San Jose Water Company Retirement Plan.

     1.22  "Retirement Benefit" means the benefit payable under
this Plan, calculated in accordance with Article IV.

     1.23  "San Jose Water Company Retirement Plan" means the
San Jose Water Company Retirement Plan, adopted November 1,
1950, as amended and restated from time to time.

     1.24  "Single Life Annuity" has the meaning set forth in
the San Jose Water Company Retirement Plan.

     1.25  "Ten Year Certain and Life Option" has the meaning
set forth in Section 3.5.

     1.26  "Year of Service" has the meaning set forth in the
San Jose Water Company Retirement Plan.

II.  PARTICIPATION

     Each Eligible Employee shall become a Participant on the
first day of the month coincident with the day he first becomes
an Eligible Employee or such later date as the Committee shall
specify.

III.  RETIREMENT BENEFIT

     3.1  Normal Retirement Benefit.  The retirement benefits
under this Plan to which a vested Participant who terminates
employment on or after satisfying the requirements for Normal
Retirement Date shall be an annual benefit for life commencing
on the Participant's Benefit Commencement Date equal to two and
two tenths percent (2.2%) of the Final Average Compensation of a
Participant multiplied by the Participant's Years of Service
(not to exceed twenty (20) years) plus one and one-tenth percent
(1.1%) of the Final Average Compensation of a Participant
multiplied by the Participant's Years of Service in excess of 20
years (not to exceed an additional ten (10) years) up to a total
not to exceed fifty-five percent (55%) of Final Average
Compensation; less benefits payable to the Participant from the
San Jose Water Company Retirement Plan.  The one and one-tenth
percent (1.1%) and fifty-five percent (55%) of Final Average
Compensation percentages stated above shall be increased to one
and six tenths percent (1.6%) and sixty percent (60%)
respectively for Participants who are credited with an Hour of
Service, as defined in the San Jose Water Company Retirement
Plan, on or after November 1, 1999.  The amount of the offset
for benefits paid from the San Jose Water Company Retirement
Plan shall be the Actuarially Equivalent of a single life
annuity commencing on the Participant's Normal Retirement Date.

     3.2  Early Retirement Benefit.  A Participant who
terminates employment on or after satisfying the requirements
for an Early Retirement Date but before satisfying the
requirements for a Normal Retirement Date may elect to receive a
retirement benefit commencing on his Benefit Commencement Date.
The benefit will be computed in accordance with Section 3.1, but
reduced for commencement of benefits before his or her Normal
Retirement Date in accordance with the early retirement
provisions set forth in the San Jose Water Company Retirement
Plan as in effect on the Benefit Commencement Date.

     3.3  Terminated Vested Benefit.  A vested Participant who
terminates employment before satisfying the requirements for an
Early Retirement Date or a Normal Retirement Date may elect to
receive a retirement benefit commencing on or after his or her
Benefit Commencement Date.  The benefit will be computed in
accordance with Section 3.1, but will be reduced for early
commencement of benefits before his or her Normal Retirement
Date in accordance with the early commencement reduction
provisions of the San Jose Water Company Retirement Plan, as in
effect on the Benefit Commencement Date, applicable to vested
employees who terminate before qualifying for early retirement
thereunder.

     3.4  Alternative Forms of Benefits.  A Participant may
elect to receive his retirement benefits in the form a Straight
Life Annuity or a Ten Year Certain and Life Option.  A
Participant who is married on his Benefit Commencement Date may
also elect to receive his retirement benefit in the form of a
Qualified Joint and Survivor Annuity.  The benefit election of a
Participant who is married on such date is not subject to
spousal consent.

     3.5  Ten Year Certain and Life Option.  A Participant who
elects the Ten Year Certain and Life Option shall receive his
retirement benefits in the form of a monthly annuity over his
lifetime.  If the Participant dies before one hundred and twenty
(120) monthly payments (hereinafter referred to as the "period
certain") have been made the Participant's designated
Beneficiary or Beneficiaries shall be entitled to share equally
in the Participant's monthly retirement benefit for the
remainder of such period certain.  A Participant electing to
receive his retirement benefits in such form must designate, as
described in Section 3.6, one or more Beneficiaries to receive
any remaining payments under the Plan after his death.  If the
Participant and the designated Beneficiary or Beneficiaries die
within the period certain, the remaining payments shall be made
to the estate of the designated Beneficiary who last received a
payment under this Section 3.5.

     3.6  Beneficiary Designation.  The Beneficiary designation
of a Participant who elects to receive his retirement benefit in
the form of a Ten Year Certain and Life Option shall be made on
a form prepared by, and delivered to, the Committee prior to the
expiration of the period certain.  The Participant may revoke or
change this designation at any time prior to the expiration of
the period certain by delivering a subsequent form to the
Committee.

     3.7  Calculation of Alternative Forms of Benefits.  The
amount of all benefit forms specified in Section 3.4 shall be
determined in accordance with the provisions in the San Jose
Water Company Retirement Plan.

     3.8  Retiree Increases.

          (a)  1998 Retiree Benefit Increase.  Subject to a ten
percent (10%) maximum benefit increase, the monthly pension of
each Participant (or Beneficiary in the case of a deceased
Participant) shall be increased 0.138889% for each month or
partial month which has elapsed from the date of the initial
payment of retirement benefits to each Participant (or
Beneficiary), up to and including February 28, 1998.

          (b)  2002 Retiree Benefit Increase.  Subject to a ten
percent (10%) maximum benefit increase, the monthly pension of
each Participant (or Beneficiary in the case of a deceased
Participant) shall be increased 0.212766% for each month or
partial month which has elapsed from (i) the later of the date
of the initial payment of benefits or March 1, 1998 to (ii)
January 31, 2002.

     3.9  Qualified Preretirement Survivor Annuity.  If a
married Participant dies after his Accrued Benefit has vested,
but before his Benefit Commencement Date, that Participant's
surviving spouse will be entitled to a Qualified Preretirement
Survivor Annuity if the surviving spouse had been married to the
Participant as of the applicable retirement date or as of the
earlier date of death of the Participant.

          (a)  The Qualified Preretirement Survivor Annuity will
become payable on the later of (1) the first day of the month
coinciding with or next following the Participant's death, or
(2) the first date on which the Participant would have been
eligible to receive a Qualified Joint and Survivor Annuity.

          (b)  The Qualified Preretirement Survivor Annuity will
be 50% of the amount the Participant would have received had the
Participant terminated employment on the day before the
Participant's death without having waived a Qualified Joint and
Survivor Annuity. In the case of a vested Participant who dies
on or before the date that he or she would have been eligible to
receive a Qualified Joint and Survivor Annuity, the amount of
the Qualified Preretirement Survivor Annuity will be computed as
though the Participant had survived until he or she was eligible
to receive a Qualified Joint and Survivor Annuity, retired at
that time with an immediate Qualified Joint and Survivor
Annuity, and died the next day.

     3.10  Death Benefit.  If an unmarried Participant dies
after his Accrued Benefit has vested, but before his Benefit
Commencement Date, that Participant's Beneficiary shall be
entitled to a Death Benefit.

          (a)  The Death Benefit will become payable on the
later of (1) the first day of the month coinciding with or next
following the Participant's death, or (2) the first date on
which the Participant would have been eligible to receive a
retirement benefit.

          (b)  A Death Benefit will be equal to the monthly
retirement benefit the Participant would have received had the
Participant terminated employment on the day before the
Participant's death and elected to receive the optional form of
benefit described in Section 3.5 of the Plan.  In the case of a
vested Participant who dies on or before the date that such
Participant would have been eligible to receive a retirement
benefit, the amount of the Death Benefit will be computed as
though the Participant had survived until he or she was eligible
to receive a retirement benefit, retired at that time and
elected to receive the optional form of benefit described in
Section 3.5 of the Plan, and died the next day.

     3.11  Adjustments to Benefits.  The benefit calculated
under this Article III with respect to each Participant
referenced in Exhibit A shall be adjusted as set forth in
Exhibit A with respect to such Participant.

IV.  VESTING

     4.1  Normal Vesting.  A Participant shall vest in a
percentage of his Accrued Benefit derived from Employer
Contributions, upon completion of Years of Service as follows:

          Years of Service     Vested Percentage
          ----------------     -----------------
           Less than 10              None
            10 or More               100%

     4.2  Change in Control.  Notwithstanding Section 4.1, a
Participant's Accrued Benefit shall become 100% vested if such
Participant becomes entitled to a severance benefit under the
SJW Corp Executive Severance Plan (the "Severance Plan") by
reason of a qualifying termination thereunder.

V.  FUNDING NATURE OF THE PLAN

    The funds used for payment of benefits under this Plan and
of the expenses incurred in the administration thereof shall,
until such actual payment, continue to be a part of the general
funds of the Company and no person other than the Company shall,
by virtue of this Plan, have any interest in any such funds.
Nothing contained herein shall be deemed to create a trust of
any kind or create any fiduciary relationship.  To the extent
that any person acquires a right to receive payments from the
Company under this Plan, such right shall be no greater than the
right of any unsecured general creditor of the Company.  The
forgoing notwithstanding, in the event of a Change in Control,
the Company shall arrange for the funding, immediately before
the effective date of the Change in Control, of Accrued Benefits
under the Plan under a trust which satisfies the requirements of
Revenue Procedure 92-64 and/or such other statutory or
regulatory requirements as are necessary to assure that
Participants are not subject to Federal income taxation on
either their accrued benefits or amounts contributed to such
trust before their receipt of such benefits or assets.

VI.  ADMINISTRATION OF THE PLAN

     6.1  The Plan shall be administered by a Committee
("Committee"), the membership of which will be selected from
time to time by the President and Chief Executive Officer of the
Company.  The Committee shall have the exclusive authority and
responsibility for all matters in connection with the operation
and administration of the Plan.  The Committee's powers and
duties shall include, but shall not be limited to, the
following:  (a) responsibility for the compilation and
maintenance of all records necessary in connection with the
Plan; (b) authorizing the payment of all benefits and expense of
the Plan as they become payable under the Plan; (c) reduce or
otherwise adjust amounts payable under the Plan if payments are
made in error; and (d) authority to engage such legal accounting
and other professional services as it may deem proper.
Decisions by the Committee shall be final and binding upon all
parties.

     6.2  The Committee, from time to time, may allocate to one
or more of its members or to any other person or persons or
organizations any of its rights, powers, and duties with respect
to the operation and administration of the Plan.  Any such
allocation shall be reviewed from time to time by the Committee
and shall be terminable upon such notice as the Committee, in
its sole discretion, deems reasonable and prudent under the
circumstances.

     6.3  The members of the Committee shall serve without
compensation, but all benefits payable under the Plan and all
expenses properly incurred in the administration of the Plan,
including all expenses properly incurred by the Committee in
exercising its duties under the Plan, shall be borne by the
Company.

VII.  AMENDMENTS AND TERMINATION

      7.1  The Board of Directors reserves the power at any time
to terminate this Plan and to otherwise amend any portion of the
Plan other than this Article VII; provided, however, that no
such action after May 1, 2003 shall (i) reduce any Accrued
Benefit (or any benefit hereunder based thereon) as of the date
of such action or (ii) adversely affect a Participant's right to
continue to vest in such Accrued Benefit in accordance with the
terms of the Plan in effect immediately prior to such action.

     7.2  Notice of termination or amendment of the Plan,
pursuant to Section 7.1, shall be given in writing to each
Participant and beneficiary of a deceased Participant.

VIII.  MISCELLANEOUS

       8.1  The headings and subheadings of this instrument are
inserted for convenience of reference only and are not to be
considered in the construction of this Plan.  Wherever
appropriate, words used in the singular may include the plural,
plural may be read as the singular and the masculine may include
the feminine.

       8.2  The instrument creating the Plan shall be construed,
administered, and governed in all respects in accordance with
the laws of the State of California to the extent not preempted
by ERISA.  If any provision of this Plan shall be held by a
court of competent jurisdiction to be invalid or unenforceable,
the remaining provisions shall continue to be fully effective.
     8.3  Participation in this Plan shall not give to any
employee the right to be retained in the employ of the Company
nor any right or interest in this Plan other than is herein
specifically provided.

     8.4  Any payment to a Participant or beneficiary or the
legal representative of either, in accordance with the terms of
this Plan shall to the extent thereof be in full satisfaction of
all claims such person may have against the Company hereunder,
which may require such payee, as a condition to such payment, to
execute a receipt and release therefor in such form as shall be
determined by the Company.

     8.5  This Plan is intended to qualify for exemption from
Parts II, III, and IV of ERISA, as amended, as an unfunded plan
maintained primarily for the purpose of providing deferred
compensation for a select group of management or highly
compensated employees under Sections 201(2), 301(a)(3) and
401(a)(1) of such Act, and shall be so interpreted.

     8.6  Benefits under this Plan shall not be alienated,
hypothecated or otherwise encumbered, and to the maximum extent
permitted by law such benefits shall not in any way be subject
to claim of creditors or liable to attachment, execution or
other process of law.

     8.7  If an individual entitled to receive retirement
benefits is determined by the Committee or is adjudged to be
legally incapable of giving valid receipt and discharge for such
benefits, they shall be paid to the duly appointed and acting
guardian, if any, and if no such guardian is appointed and
acting, to such person as the Committee may designate.  Such
payment shall, to the extent made, be deemed a complete
discharge for such payments under this Plan.

     8.8  If the Committee is unable to make the determinations
required under this Plan in sufficient time for payments to be
made when due, the Committee shall make the payments upon the
completion of such determinations with interest at a reasonable
rate from the due date and may, at its option, make provisional
payments, subject to adjustment, pending such determination.

     8.9  For purposes of this Plan, actuarial equivalents shall
be determined on the basis of mortality tables and interest
factors most recently employed for the purpose of the San Jose
Water Company Retirement Plan.

     IN WITNESS WHEREOF, San Jose Water Company has caused its
authorized officers to execute this instrument in its name and
on its behalf.

                              SAN JOSE WATER COMPANY

__________________________    By: ___________________________

                          EXHIBIT A
                           TO THE
           EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN

     (a)  In computing John Weinhardt's benefit under Section
3.1 of the Plan, he shall receive an additional eight and one
quarter tenths of one percent (.825%) of Final Average
Compensation for each year of service as President and Chief
Executive Officer of the Company. In addition, Mr. Weinhardt
shall be entitled to a supplemental benefit of payment of
$225,000, which shall be fully vested upon his retirement and
payable in equal monthly installments over the thirty-six (36)
month period beginning August 1, 2002 and ending July 31, 2005.

     (b)  If Barbara Y. Nilsen retires on March 1, 1998, then
the benefit to which she is entitled under Section 3.1 of the
Plan shall be increased by $40,000 in the first year, $30,000 in
the second year, and $20,000 in the third year of retirement.

     (c)  In computing Frederick Meyer's benefit under Section
3.1 of the Plan, he shall receive an additional two and one-half
(2 1/2) Years of Service credit and shall be deemed to be 2 1/2
years of age older at the time he retires.

     (d)  In computing the benefits under Article III for any
Participant who becomes entitled to a severance benefit under
the Executive Severance Plan by reason of a qualifying
termination of employment after a Change in Control, such
Participant shall be credited with an additional number of Years
of Service and years of age equal to the number of years of cash
severance benefits to which such Participant is entitled under
the Severance Plan (or if the severance benefit is paid in a
lump sum, the number of years of salary or compensation on which
such lump sum severance payment is based).  In no event,
however, shall any benefit be payable hereunder earlier than it
otherwise would have been paid by reason of the crediting of
such additional Years of Service and age.

     (e)  If W. Richard Roth terminates employment before his
Normal Retirement Date, the benefit to which he is entitled
under Section 3.2 or 3.3 of the Plan shall be the full annual
amount computed in accordance with Section 3.1 of the Plan,
without any reduction for early commencement of benefits.  In
addition, in computing Mr. Roth's Final Average Compensation for
purposes of computing his benefit under Article 3, his actual
annual bonus for each year on and after 2003 shall be deemed to
be the greater of such actual bonus or his target bonus for such
year.  If Mr. Roth becomes entitled to a severance benefit under
the Executive Severance Plan by reason of a qualifying
termination of employment after a Change in Control, he shall be
credited with such additional service and years of age, if any,
as is necessary, after application of paragraph (e) above, to
qualify him for benefits that would be payable had he terminated
employment after qualifying for an Early Retirement Date,
provided that no benefit shall be payable before his actual 55th
birthday.

                                                   Exhibit 10.19

                            SJW CORP.
                    EXECUTIVE SEVERANCE PLAN

     The SJW Corp.  Executive Severance Plan (the "Plan"),
originally adopted as of January 28, 1999 by SJW Corp.
("Company") for the benefit of the Officers (as defined below) of
Company and/or its Affiliates and Associates (as defined below)
and previously amended as of September 21, 1999, is hereby
further amended and restated effective May 1, 2003.

                      W I T N E S S E T H:

     WHEREAS, the Officers are currently employed by Company
and/or its Affiliates or Associates (collectively referred to as
the "Employer"); and

     WHEREAS, the Employer wishes to retain the services of the
Officers and to encourage the Officers to remain with the
Employer; and

     WHEREAS, Company desires to establish this Plan to provide
security for the Officers in connection with the Officers'
employment with Employer in the event of a Change in Control (as
defined below) affecting Employer;

     NOW, THEREFORE, Employer hereby establishes the Plan as set
forth below.

1.  DEFINITIONS.  For purposes of this Plan:

    (a)  "Affiliate" or "Associate" shall have the meaning set
forth in Rule 12b-2 under the Securities Exchange Act of 1934.

    (b)  "Beneficiary" shall mean the person or persons whom the
Officer shall designate in writing (on the form attached hereto
as Exhibit B) to receive the benefits provided hereunder in the
event of his or her death.  Such designation shall be valid only
if it is made on said form, and the Employer receives said form
prior to the Officer's death.

    (c)  "Change in Control" shall be deemed to take place on the
occurrence of any of the following events:

         (1)  The acquisition, directly or indirectly by any
person or related group of persons (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act), but other than the
Company or a person that directly or indirectly controls, is
controlled by, or is under, control with the Company or an
employee benefit plan maintained by any such entity, of
beneficial ownership (as defined in Rule 13d-3 of the Exchange
Act) of securities of the Company that results in such person or
related group of persons beneficially owning securities
representing 30% or more of the combined voting power of the
Company's then-outstanding securities;

         (2)  A merger, recapitalization, consolidation or other
transaction to which the Company is a party or the sale, transfer
or other disposition of all or substantially all of the Company's
assets unless securities representing at least 50% of the
combined voting power of the then-outstanding securities of the
surviving entity or the entity acquiring the Company's assets, as
the case may be, or a parent thereof are immediately thereafter
beneficially owned, directly or indirectly and in substantially
the same proportion, by the persons who beneficially owned the
Company's outstanding voting securities immediately before the
transaction;

         (3)  A merger, recapitalization, consolidation or other
transaction to which the Company is a party or the sale, transfer
or other disposition of all or substantially all of the Company's
assets if, in either case, the directors of the Company
immediately prior to consummation of the transaction do not, upon
consummation of the transaction, constitute at least a majority
of the board of directors of the surviving entity or the entity
acquiring the Company's assets, as the case may be, or a parent
thereof (for this purpose, any change in director composition
that is anticipated or pursuant to an understanding or agreement
in connection with a transaction will be deemed to have occurred
at the time of the transaction); or

         (4)  A change in the composition of the Board over a
period of thirty-six (36) consecutive months or less such that a
majority of the Board members ceases by reason of one or more
contested elections for Board membership, to be comprised of
individuals who either (a) have been Board members since the
beginning of such period or (b) have been elected or nominated
for election as Board members during such period by at least a
majority of the Board members who were described in clause (a) or
who were previously so elected or approved and who were still in
office at the time the Board approved such election or
nomination;

provided that no Change in Control shall occur if the result of
the transaction is to give more ownership or control of the
Company to any person or related group of persons who hold
securities representing more than thirty percent (30%) of the
combined voting power of the Company's outstanding securities as
of May 1, 2003.

     (d)  "Officer" shall mean any officer of Employer who has
been elected as such by the Board of Directors of said Employer
and was serving as such upon a Change in Control, unless
expressly excluded from coverage under this Plan by the Board of
Directors at the time of such election.  The persons who are
Officers as of May 1, 2003 are set forth on Exhibit A.

     (e)  "Good Cause" shall be deemed to exist with respect to
an Officer if, and only if:

          (1)  The Officer engages in acts or omissions that
result in substantial harm to the business or property of
Employer and that constitute dishonesty, intentional breach of
fiduciary obligation or intentional wrongdoing; or

          (2)  The Officer is convicted of a criminal violation
involving fraud or dishonesty.

     (f)  "Good Reason" shall exist with respect to an Officer
if and only if, without the Officer's express written consent:

          (1)  there is a significant change in the nature or
the scope of the Officer's authority or in his or her overall
working environment;

          (2)  the Officer is assigned duties materially
inconsistent with his or her present duties, responsibilities and
status;

          (3)  there is a reduction in the sum of Officer's rate
of base salary and target bonus; or

          (4)  Employer changes by fifty-five (55) miles or more
the principal location in which the Officer is required to
perform services;

provided that, in the case of each such reason, that the Company
has not cured such condition within 30 days of written notice by
the Officer to the Company that such condition exists and
constitutes Good Reason.

     (g)  "Salary" shall mean the Officer's annual base salary
rate at the greater of (l) the date of the Change in Control, or
(2)  the date the Officer's employment with the Employer
terminates.

2.  BENEFITS UPON TERMINATION OF EMPLOYMENT

    (a)  If (i) in immediate anticipation of or at any time after
execution of a definitive agreement to effect a Change in Control
or within twenty-four (24) months after the effective date of a
Change in Control an Officer's Employer terminates the employment
of the Officer for any reason other than Good Cause, or (ii) at
any time within twenty-four (24) months after the effective date
of a Change in Control the Officer voluntarily terminates his or
her employment with Employer for Good Reason, subject to the
Benefit Limit set forth in Section 14(b), Employer shall provide
Officer with the following benefits (the "Change in Control
Benefit"):

          (1)  Cash payments equal to that number of years'
Salary and target bonus (at the level in effect in the year of
termination or, if higher, immediately before the Change in
Control) specified in Exhibit A for such Officer, payable (less
any customary taxes and withholdings) in equal annual
installments beginning on the first of the month following the
month in which the Officer's employment terminates.

          (2)  If an Officer elects to continue health benefit
coverage under the Company's health benefit coverage plans
pursuant to COBRA, Employer will provide such COBRA coverage,
without charge, to such officer and eligible dependents until the
earlier of (x) the last annual installment payable under the
above Section 2(a)(1), or (y) the first date on which Officer is
covered under another employer's health benefit program without
exclusion for any pre-existing medical condition.

         (3)  The Company will make provisions in its
Supplemental Executive Retirement Plan (SERP) so that each
Officer will, upon such termination, be credited for purposes of
computing such Officer's benefits under the SERP with an
additional number of Years of Service and years of age equal to
the number of years of Salary to which such Participant is
entitled after such termination pursuant to paragraph 1 above.
In no event, however, shall any benefit be payable under the SERP
earlier than it otherwise would have been paid by reason of the
crediting of such additional Years of Service and age.

         (4)  All outstanding stock options held by each Officer
will immediately vest and become exercisable in full.  All other
stock awards will also immediately vest and become payable in
full, except that Dividend Equivalent Rights, although vested,
will be payable at the same time they otherwise would have been
payable.

         (b)  The Officer shall be entitled to only one Change in
Control Benefit under this Plan.  The Change in Control Benefit
will be made only if Officer executes the Release Agreement
(attached hereto as Exhibit C) and will begin following the
expiration of the seven (7) day revocation period under said
Release.  No payments will be made under the Plan to Officer if
Officer revokes the Release.  In the event that the Officer dies
before receiving the full Change in Control Benefit, his or her
Beneficiary shall be paid the remaining payments as they become
due.

         (c)  If the employment of an Officer with Employer is
terminated by Employer or Officer, other than under circumstances
set forth in Section 2(a), the Employer shall have no further
obligation with respect to the Officer under this Plan.

         (d)  A termination of employment in connection with a
Change in Control will not qualify an Officer for benefits
hereunder if the Officer is offered continuing employment with a
successor or controlling entity involved in the Change in
Control, provided that (i) such successor or controlling entity
has assumed the Corporation's obligations hereunder with respect
to such Officer and (ii) the terms of such continuing employment
would not constitute Good Reason if offered by the Company.

3.  NO SOLICITATION OF REPRESENTATIVES AND OFFICERS

    No Officer shall, directly or indirectly, in his or her
individual capacity or otherwise, induce, cause, persuade, or
attempt to induce, cause or, persuade, any representative, agent
or employee of Company or any of its Affiliates and Associates to
terminate such person's employment relationship with Company or
any of its Affiliates and Associates, or to violate the terms of
any agreement between said representative, agent or employee and
Company or any of its Affiliates or Associates.

4.  CONFIDENTIALITY

    Preservation of a continuing business relationship between
Company or its Affiliates and Associates and their respective
customers, representatives, and employees is of critical
importance to the continued business success of Company, its
Affiliates and Associates and it is the active policy of Company
and its Affiliates and Associates to guard as confidential
certain information not available to the public relating to the
business affairs of Company and its Affiliates and Associates.
In view of the foregoing, no Officer shall, without the prior
written consent of Company, disclose to any person or entity any
such confidential information that was obtained by the Officer in
the course of his or her employment by Employer.  This section
shall not be applicable if and to the extent the Officer is
required to testify in a legislative, judicial or regulatory
proceeding pursuant to an order of Congress, any state or local
legislature, a judge or an administrative law judge or is
otherwise required by law to disclose such information.

5.  FORFEITURE

    If an Officer shall at any time violate any obligation under
Section 3 or 4 in a manner that results in material damage to
Company or its Affiliates or Associates, or its business, he or
she shall immediately forfeit his or her right to any benefits
under this Plan, and Employer shall thereafter have no further
obligation hereunder to the Officer or his or her Beneficiary or
any other person.

6.  OFFICER ASSIGNMENT

    Neither the Officer nor his or her Beneficiary shall have any
power or right to transfer, assign, anticipate, hypothecate,
mortgage, commute, modify, or otherwise encumber in advance any
of the benefits payable hereunder, nor shall any of said benefits
be subject to seizure for the payment of any debts, judgments,
alimony, or separate maintenance owed by the Officer or his or
her Beneficiary, or be transferable by operation of law in the
event of bankruptcy, insolvency, or otherwise.

7.  BENEFITS UNFUNDED

    The Plan is intended to be unfunded for purposes of Employee
Retirement Income Security Act of 1974 and the Internal Revenue
Code.  The Employer's obligation under this Plan shall be that of
an unfunded and unsecured promise by the Employer to pay money in
the future.  All distributions under this Plan shall be paid from
the general assets of the Employer.  The right of the Officer or
any Beneficiary to receive a distribution under this Plan shall
be an unsecured claim against the general assets of the Employer,
and neither the Officer nor any Beneficiary shall have any rights
in or against any assets of the Employer or Company and its
Affiliates and Associates.

8.  APPLICABLE LAW

    The Plan and all matters arising under it shall be governed
by the laws of the State of California except to the extent
preempted by federal law.

9.  NO EMPLOYMENT CONTRACT

    This Plan shall not be deemed to constitute a contract of
employment between an Officer and his or her Employer, nor shall
any provision hereof restrict the right of the Employer to
discharge the Officer, or restrict the right of the Officer to
terminate his or her employment.

10.  SEVERABILITY

     In the event any provision of this Plan is held illegal or
invalid, the remaining provisions of this Plan shall not be
affected thereby.

11.  SUCCESSORS

     The Plan shall be binding upon and inure to the benefit of
Company and its Affiliates and Associates, the Officers and their
respective heirs, representatives and successors.  As a condition
to any Change in Control, the new controlling organization or any
other person described in Section l(c) must agree to assume and
to discharge the obligations of the Employer under this Plan.
Upon the occurrence of such event, the term "Employer" as used in
the Plan shall be deemed to refer to such new controlling
organization or other person.

12.  CLAIMS PROCEDURE

     The Plan shall be administered by a Committee ("Committee")
the membership of which will be selected from time to time by the
Executive Compensation Committee of the Company.  The Committee
shall have the power, in its discretion, to interpret and make
all determinations as to rights to benefits under this Plan, its
interpretation or determinations thereof in good faith to be
final and conclusive on the Officer and his or her Beneficiary
and shall be subject to review only to the extent a court
concludes that such interpretation or determinations are
arbitrary and capricious.  The Committee from time to time, may
allocate to one or more of its members or to any other person or
persons or organizations any of its power with respect to the
interpretation and determinations as to rights to benefits under
the Plan.

     If a claim for benefits under the Plan is denied in whole or
in part, the claimant will be notified by the Employer or its
delegatee within 90 days of the date the claim is delivered to
the Employer, or 180 days if the claimant is told that additional
time is needed.  The notification will be written in
understandable language and will state (i) specific reasons for
denial of the claim, (ii) specific references to Plan provisions
on which the denial is based, (iii) a description (if
appropriate) of any additional material or information necessary
for the claimant to perfect the claim and why such material or
information is necessary, and (iv) an explanation of the
procedure for reviewing the denied claim.  A claim that is not
acted upon within 90 days (or 180 days in the case of an
extension) may be deemed by the claimant to have been denied.

     Within 60 days after a claim has been denied, or deemed
denied, the claimant or his or her authorized representative may
make a request for a review by submitting to the Employer a
written statement (a) requesting a review of the denial of the
claim; (b) setting forth all of the grounds upon which the
request for review is based and any facts in support thereof; and
(c) setting forth any issues or comments which the claimant deems
relevant to the claim.  The claimant may review pertinent
documents relating to the denial.

     The Employer or its delegatee shall make a decision on
review within 60 days after the receipt of the claimant's request
for review or receipt of all additional materials reasonably
requested by the Administrator from the claimant, unless an
extension of time for processing a review is required, in which
case the claimant will be notified and a decision will be made
within 120 days of receipt of the request for review.  The
decision will be in writing, and in understandable language.  It
will give specific references to the Plan provisions on which the
decision is based.  The decision of the Employer or its delegatee
on review shall be final and conclusive upon all persons except
to the extent it is found by a court to be arbitrary or
capricious.

13.  AMENDMENT AND TERMINATION

     Company shall have the right to amend this Plan from time to
time and may terminate this Plan at any time; provided that (i)
within twenty-four (24) months following a Change in Control no
amendment may be made that diminishes any Officer's right in the
event of a termination of employment following such Change in
Control, and (ii) no amendment or termination may adversely
affect an Officer's rights to benefits that he or she would have
received with respect to a Change in Control (as defined herein
immediately before such amendment or termination) that occurs (or
with respect to which a definitive agreement is executed) within
twenty-four (24) months after the date of such amendment or
termination.  This Section 13 may not be amended in any manner
that would adversely affect any Officer's rights hereunder
without his or her consent.

14.  TAXES; BENEFIT LIMIT

     (a)  It is intended that this Plan shall be a non-qualified
deferred compensation plan and that any right to payments
hereunder shall not be treated as taxable income to the Officer
or any Beneficiary prior to distribution thereof.  Any payments
made under this Plan shall be made net of any customary
withholding taxes.

     (b)  If an Officer qualifies for a Change in Control
Benefit hereunder, he shall receive an additional cash payment
(the "Tax Gross-Up") sufficient to reimburse him on an after-tax
basis for an excise tax imposed on such Officer with respect to
such Change in Control Benefit and any other compensation
pursuant to Section 4999 or the Internal Revenue Code or a
successor provision or similar tax ("Excise Tax"), so that such
Officer does not incur any out-of-pocket cost with respect to
such Excise Tax.  The amount of any such Tax Gross-Up will be
determined pursuant to the following formula and will be subject
to the Company's collection of all applicable federal, state and
local income and employment with withholding taxes and any Excise
Tax:

     X = Y /(1 - (A+B C)), where
     X is the total dollar amount of the Tax Gross-Up payable
     to the Officer.

     Y is the total Excise Tax imposed on the Officer.

     A is the Excise Tax rate in effect at the time.

     B is the highest combined marginal federal income and
     applicable state income tax rate in effect for the
     Officer, after taking into account the deductibility of
     state income taxes against federal income taxes to the
     extent allowable, for the calendar year in which the Tax
     Gross-Up is paid.

     C is the applicable Hospital Insurance (Medicare) Tax
     Rate in effect for the Officer for the calendar year in
     which the Tax Gross-Up is paid.

     Within ninety (90) days after each determination is made by
the Internal Revenue Service or the Officer's tax advisor that
one or more of the Change in Control Benefits paid to the Officer
constitute excess parachute payments under Code Section 280G for
which the Officer is liable for an Excise Tax, the Officer shall
identify the nature of those parachute payments to the Company
and submit to the Company the calculation of the Excise Tax
attributable to that payment and the Tax Gross-Up to which the
Officer is entitled with respect to such tax liability.  The
Company will pay such Tax Gross-Up to the Officer (net of all
applicable withholding taxes, including any taxes required to be
withheld under Code Section 4999) within ten (10) business days
after the Officer's submission of the calculation of such Excise
Tax and the resulting Tax Gross-Up, provided such calculations
represent a reasonable interpretation of the applicable law and
regulations.

     In the event that the Officer's actual Excise Tax liability
is determined by a Final Determination to be greater than the
Excise Tax liability taken into account for purposes of the Tax
Gross-Up paid to the Officer pursuant to this Section 14(d), then
within ninety (90) days following the Final Determination, the
Officer shall submit to the Company a new Excise Tax calculation
based upon the Final such calculation.  The Company shall pay the
Officer the additional Tax Gross-Up attributable to such excess
Excise Tax liability.

     In the event that the Officer's actual Excise Tax liability
is determined by a Final Determination to be less than the Excise
Tax liability taken into account for purposes of the Tax Gross-Up
paid to the Officer pursuant to this Section 14(d), then the
Officer shall refund to the Company, promptly upon receipt, any
federal or state tax refund attributable to the Excise Tax
overpayment.

     For purposes of this Section 114(d), a "Final Determination"
means an audit adjustment by the Internal Revenue Service that is
either (i) agreed to by both the Officer (or his estate) and the
Company (such agreement by the Company to be not unreasonably
withheld) or (ii) sustained by a court of competent jurisdiction
in a decision with which the Officer and the Company concur (such
concurrence by the Company to be not unreasonably withheld) or
with respect to which the period within which an appeal may be
filed has lapsed without a notice of appeal being filed."

     IN WITNESS WHEREOF, Company has caused this instrument to be
executed in its name by its duly authorized officers, all as of
this __________ day of_______________, __________.

SJW CORP.

By: ________________________

Its:________________________

                         EXHIBIT A

                         OFFICERS

       Officer                     Years of Salary Continuation
       -------                     ----------------------------

G.J. Belheumeur, Vice President,          Three (3) years
San Jose Water Company

A. Yip, Vice President,                   Three (3) years
San Jose Water Company

R.J. Balocco, Vice President,             Three (3) years
San Jose Water Company

R.J. Pardini, Vice President,             Three (3) years
San Jose Water Company

R.S. Yoo, Vice President,                 Three (3) years
San Jose Water Company

D.R. Drysdale, Vice President,            Three (3) years
San Jose Water Company

R.A. Loehr, Secretary,                    Three (3) years
San Jose Water Company

J.C. Johansson, Vice President,           Three (3) years
San Jose Water Company

W. Richard Roth, President,               Three (3) years
SJW Corp.

                          EXHIBIT B

                DESIGNATION OF BENEFICIARIES

I,_______________________, hereby designate the following
person(s) as my Beneficiary(ies) under the SJW Corp.. Executive
Severance Plan (the "Plan") to receive any amounts that might be
payable as of the date of my death:

Name: ___________________________________ Percentage: ________%

Address: _____________________________________________________

Name: __________________________________ Percentage: _________%

Address: _____________________________________________________

This designation supersedes all prior Beneficiary designations I
have made under the Plan.

DATED:  ___________, 20_____        ____________________________

                         EXHIBIT C

                     RELEASE AGREEMENT

     This Release Agreement ("Release") was given to me,________
("Officer"), this _____ day of__________, ________, by _________
(the "Employer").  At such time as this Release becomes effective
and enforceable (i.e., the revocation period discussed below has
expired), and assuming Officer is otherwise eligible for payments
under the terms of the SJW Corp. Executive Severance Plan (the
"Plan"), Employer agrees to pay Officer pursuant to the terms of
the Plan an amount equal to $__________ payable in three (3)
equal annual installments (minus customary payroll taxes and
withholdings).

     In consideration of the receipt of the promise to pay such
amount, Officer hereby agrees, for himself or herself, his or her
heirs, executors, administrators, successors and assigns
(hereinafter referred to as the "Releasors"), to fully release
and discharge the Employer and its officers, directors,
employees, agents, insurers, underwriters, subsidiaries, parents,
affiliates, associates, successors and assigns (hereinafter
referred to as the "Releasees") from any and all actions, causes
of action, claims, obligations, costs, losses, liabilities,
damages and demands under any federal, state or local law or
laws, or common law, whether or not known, suspected or claimed,
which the Releasors have, or hereafter may have, against the
Releasees arising out of or in any way related to Officer's
employment or termination of employment with the Employer.

     It is understood and agreed that this Release extends to
all such claims and/or potential claims, and that Officer, on
behalf of the Releasors, hereby expressly waives all rights with
respect to all such claims under California Civil Code Section
1542, which provides as follows:

     A general release does not extend to claims which the
creditor does not know or suspect to exist in his or her favor at
the time of executing the release, which if known by him or her
must have materially affected his or her settlement with the
debtor.

     It is further understood and agreed that this Release
includes claims and rights Officer might have under the Age
Discrimination in Employment Act ("ADEA").  The Officer's waiver
of rights under the ADEA does not extend to claims or rights that
might arise after the date this Release is executed.  The monies
to be paid to the Officer in this Release are in addition to any
sums to which he or she would be entitled without signing this
Release.  For a period of seven (7) days following execution of
this Release, Officer may revoke the terms of this Release by a
written document received by the Employer on or before the end of
the seven (7) day period.  The Release will not be final until
said revocation period has expired.  No payments will be made
under the Plan if the Officer revokes this Release.

     Officer executes this Release without reliance on any
representation by any Releasee.  Officer acknowledges that he or
she has read and does understand the provisions of the Release
set forth in the preceding paragraph, that he or she has had an
opportunity to consult with an attorney prior to executing this
Release, that he or she was given twenty-one (21) days in which
to consider entering into this Release, that he or she affixes
his or her signature hereto voluntarily and without coercion, and
that no promise or inducement has been made other than those set
out in this Release.  This document does not constitute, and
shall not be admissible as evidence of, an admission by any
Releasee as to any fact or matter.

     In case any part of this Release is later deemed to be
invalid, illegal or otherwise unenforceable, Officer agrees that
the legality and enforceability of the remaining provisions of
this Release will not be affected in any way.

Dated: __________, __________          ________________________
                                              ("Officer")

                                                    Exhibit 10.20
                            SJW CORP.
                   LONG-TERM INCENTIVE PLAN

         Adopted by the Board of Directors: March 6, 2002
           Approved by the Shareholders: April 18, 2002
                     Amended: March 3, 2003
               Termination Date: April 17, 2012

I.  PURPOSE

    The objectives of the Long-Term Incentive Plan (the "Plan")
are to promote the success of SJW Corp. (the "Company") and its
Affiliates by:

    (a)  linking incentive opportunities to the performance of
the Company and its Affiliates in meeting shareholder and
customer goals;

    (b)  supporting the planning and goal setting process; and

    (c)  offering compensation opportunities that will assist the
Company and its Affiliates in recruiting and retaining top
executives and directors from both within and outside of the
water utility industries.

II.  DEFINITIONS

     (a)  "Affiliate" means:

          (i)  a member of a controlled group of corporations of
which the Company is a member or;

         (ii)  any corporation, or unincorporated trade or
business in which the Company has an ownership interest of more
at least 25% of the equity value of the entity and which the
Board has designated as an Affiliate for purposes of the Plan.

     For purposes hereof, a "controlled group of corporations"
shall mean a controlled group of corporations as defined in
Section 1563(a) of the Code determined without regard to Section
1563(a)(4) and (e)(3)(C) of the Code.

     (b)  "Award" means the grant of an Incentive Stock Option,
Nonstatutory Stock Option, Dividend Unit, Performance Share,
right to acquire Restricted Stock, stock bonus or Stock
Appreciation Right pursuant to the Plan.

    (c)  "Board" means the Board of Directors of the Company.

    (d)  "Chief Executive Officer" means the chief executive
officer of the Company.

    (e)  "Code" means the Internal Revenue Code of 1986, as
amended from time to time.

    (f)  "Committee" means a committee appointed by the Board to
administer the Plan as provided in Section III(a).

    (g)  "Common Stock" means the common stock of the Company.

    (h)  "Company" means SJW Corp., a California corporation, its
successors and assigns.

    (i)  "Disability" means the permanent and total disability of
an individual as determined pursuant to Section 22(e)(3) of the
Code

    (j)  "Dividend Unit" means a right to receive, in accordance
with the provisions of the Plan, a payment equal to the dividends
that are paid on a share of Common Stock for a stated period of
time.

    (k)  "Employee" means any individual who is employed by the
Company or an Affiliate.

    (l)  "Exchange Act" means the Securities Exchange Act of
1934, as amended.

    (m)  "Fair Market Value" means the value of the Common Stock
on the American Stock Exchange as of the close of the trading
day.

    (n)  "Fiscal Year" means the calendar year.

    (o)  "Incentive Stock Option" means any Option granted
pursuant to the provisions of the Plan that is intended to be and
is specifically designated as an "incentive stock option" within
the meaning of Section 422 of the Code.

    (p)  "Non-Employee Board Member" means any member of the
Board who is not also an Employee of the Company or an Affiliate.

    (q)  "Nonstatutory Stock Option" means any Option granted
pursuant to the provisions of the Plan that is not intended to
qualify as an "incentive stock option" under Section 422 of the
Code.

    (r)  "Option" means an Incentive Stock Option or Nonstatutory
Stock Option granted pursuant to Section VI(d) of the Plan.
"Option Agreement" means the agreement between the Company and
the Optionee that contains the terms and conditions pertaining to
an Option.

    (s)  "Optionee" means an Employee or Non-Employee Board
Member who has received a grant of an Option pursuant to the
provisions of the Plan.

    (t)  "Participant" means an Employee, or Non-Employee Board
Member, selected by the Committee to participate in the Plan.

    (u)  "Performance Share" means a share of Common Stock
awarded to a Participant pursuant to the provisions of Section
VI(f) of the Plan.

    (v)  "Plan" means this Long-Term Incentive Plan.

    (w)  "Plan Year" means the calendar year.

    (x)  "Restricted Stock" means shares of Common Stock granted
pursuant to VI(g) of the Plan.  "Restricted Stock Award" means an
Award granted pursuant to the provisions of Section VI(g) of the
Plan.  "Restricted Stock Agreement" means the agreement between
the Company and the recipient of Restricted Stock that contains
the terms, conditions and restrictions pertaining to such
Restricted Stock.

    (y)  "Rule 16b-3" means Rule 16b-3 promulgated under the
Exchange Act or any successor to Rule 16b-3, as in effect from
time to time.

    (z)  "San Jose Water Company" means the San Jose Water
Company, a California corporation and a wholly-owned subsidiary
of the Company.

    (aa)  "Service" means the provision of services to the
Company or any Affiliate by a person as an Employee or to the
Company as a Non-Employee Board Member.

    (bb)  "Stock Appreciation Right" means a stock appreciation
right granted to a Participant pursuant to the provisions of
Section VI(i) of the Plan.

    (cc)  "Ten Percent Shareholder" means a person who owns, or
is deemed to own pursuant to Section 424(d) of the Code, stock
possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or of any of
its Affiliates.

III.  ADMINISTRATION

     (a)  The Plan shall be administered by the Committee,
subject to such requirements for review and approval by the
Board, as the Board may establish.  In all areas not specifically
reserved by the Board for its review and approval, decisions of
the Committee concerning the Plan shall be binding on the Company
and all Participants.  At the discretion of the Board, the
Committee may consist of not less than a sufficient number of
"non-employee directors" so as to, qualify the Committee to
administer the Plan as contemplated by Rule 16b-3.  The Board
may, from time to time, remove members from, or add members to,
the Committee.  The Board shall fill vacancies on the Committee,
however caused.  The Board shall appoint one of the members of
the Committee as Chairman.  The term "non-employee director"
shall be interpreted pursuant to Rule 16b-3.  The Compensation
Committee of the Board shall serve as the Committee.  The Board
may at any time replace the Compensation Committee with another
Committee.  In the event that the Compensation Committee shall
cease to satisfy the requirements of Rule 16b-3, the Board may,
in its discretion, appoint another Committee that shall satisfy
such requirements.  The Board may appoint a subcommittee of the
Board consisting of each Committee member who is an "outside
director" for purposes of Section 162(m) of the Code to
administer Awards under the Plan for the Chief Executive Officer
and the four (4) most highly compensated officers of the Company
(other than the Chief Executive Officer).  If fewer than two (2)
Committee members qualify as "outside directors," the Board may
appoint one (1) or more other members to such subcommittee who do
qualify as "outside directors" so that it consists of at least
two (2) members who qualify as "outside directors" for purposes
of Section 162(m) of the Code.

     (b)  The Committee shall have the power and authority to
adopt, amend, and rescind administrative guidelines, rules and
regulations pertaining to the Plan, to set the terms and
conditions of Awards and to interpret and rule on any questions
pertaining to any provision of the Plan.

IV.     ELIGIBILITY AND LIMITATIONS ON AWARDS TO INDIVIDUALS

    (a)  Officers of the Company and its Affiliates, other key
Employees and Non-Employee Board Members shall be eligible for
Awards granted under the terms of the Plan.  The fact that an
individual receives one Award under the Plan does not confer on
such individual the right to receive additional Awards under the
Plan.  Neither the Plan nor any Award granted pursuant to the
Plan shall be deemed to confer upon any Participant any right to
continue as an Employee or Non-Employee Board Member.  The
Company and its Affiliates reserve the right to terminate the
employment of any Employee at any time and for any reason or for
no reason, subject to the terms of a written employment agreement
executed by both parties thereto.

    (b)  No Participant shall receive Awards covering an
aggregate of more than one hundred thousand (100,000) shares of
Common Stock in any calendar year; however, such limit will not
include rights to acquire Restricted Stock, Performance Shares or
stock bonuses which are not intended to qualify as "performance-
based compensation" under Section 162(m) of the Code.

V.  INCENTIVE AWARDS

    (a)  The Committee shall designate those key Employees and
Non-Employee Board Members who shall become Participants and
shall designate the award level for each Plan Participant.

     (b)  The Committee shall designate the manner in which each
Participant's Award shall be allocated among Options, Dividend
Units, Performance Shares, rights to acquire Restricted Stock,
stock bonuses and Stock Appreciation Rights and the specific
terms of the Participant's Award not specified under the Plan.

     (c)  The Committee may condition the grant of Awards under
the Plan upon the attainment of specified performance goals such
as earnings per share, total shareholder return or return on
capital employed, and may grant Awards in consideration of
foregoing other Awards or items of compensation.

VI.  TYPES OF AWARDS

     (a)  The following types of Awards may be granted under the
terms of the Plan: Options (including Incentive Stock Options and
Nonstatutory Stock Options), Performance Shares, Dividend Units,
rights to acquire Restricted Stock, stock bonuses and Stock
Appreciation Rights.  The Committee, in its sole discretion,
shall determine the types of Awards that shall be granted to each
Participant under the Plan.

    (b)  Options, Dividend Units, Performance Shares, rights to
acquire Restricted Stock, stock bonuses and Stock Appreciation
Rights granted to a Participant shall be communicated to the
Participant at the time of grant.  The actual number of
Performance Shares earned shall be communicated to the
Participant as soon as practicable after the end of a performance
period.

    (c)  Subject to the provisions of the Plan, the Committee
shall determine the key Employees and Non-Employee Board Members
to whom, and the time or times at which, Awards shall be granted
or awarded; the number of shares subject to each Award; the
applicable vesting schedule for each Award; Dividend Units or
Performance Shares to be subject to each Award; the duration of
each Award; the time or times within which Options or Stock
Appreciation Rights may be exercised; the performance targets
required to earn Performance Shares; the duration of the Dividend
Units; and the other terms and conditions of Awards, pursuant to
the terms of the Plan.  The provisions and conditions of Awards
need not be the same with respect to each Participant or with
respect to each Award.

    (d)  Options.  The Committee may grant Incentive Stock
Options or Nonstatutory Stock Options to a Participant; provided
that Incentive Stock Options may be granted only to Employees.
The terms of Options granted pursuant to the Plan shall be set
forth in an Option Agreement.  Options granted pursuant to the
Plan shall be subject to the following terms and conditions and
shall contain such additional terms and conditions, not
inconsistent with the express provisions of the Plan or with
applicable law, as the Committee in its sole discretion shall
deem desirable.

         (i)  The price per share of an Incentive Stock Option or
of a Nonstatutory Stock Option shall not be less than the Fair
Market Value of the Common Stock on the date of the grant.  The
price per share of an Incentive Stock Option granted to a Ten
Percent Shareholder shall not be less than one hundred ten
percent (110%) of the Fair Market Value of the Common Stock on
the date of grant.

         (ii)  Options may be exercised with cash, stock, or a
combination of cash and stock, provided that if shares acquired
pursuant to the exercise of an Option are used, such shares shall
be held by the Participant for a period of at least six (6)
months (or such longer or shorter period of time required to
avoid a charge to earnings for financial accounting purposes)
before their tender to exercise additional Option shares.  In
accordance with the rules and procedures established by the
Committee for this purpose, the Option may also be exercised
through a "cashless exercise" procedure approved by the
Committee, that affords Participants the opportunity to sell
immediately some or all of the shares underlying the exercised
portion of the Option in order to generate sufficient cash to pay
the Option exercise price and/or to satisfy withholding tax
obligations related to the Option exercise.

         (iii)  No Option shall be for a term of more than ten
(10) years from the date of the grant.  No Incentive Stock Option
granted to a Ten Percent shareholder shall be for a term of more
than five (5) years from the date of grant.

         (iv)  No Option shall be transferable other than by will
or by the laws of descent and distribution and during the
lifetime of the Optionee, an Option shall be exercisable only by
the Optionee and shall not be assignable or transferable.
Notwithstanding the foregoing, the Optionee may designate one or
more persons as the beneficiary or beneficiaries of his or her
outstanding Option, and that Option shall, in accordance with
such designation, automatically be transferred to such
beneficiary or beneficiaries upon the Optionee's death while
holding such Option.  Such beneficiary or beneficiaries shall
take the transferred Option subject to all the terms and
conditions of the applicable Option Agreement evidencing each
such transferred option, including (without limitation) the
limited time period during which the option may be exercised
following the Optionee's death.

     (e)  Dividend Units.  The Committee may grant Dividend Units
to a Participant in the Plan.  Dividend Units may be granted
alone or in tandem with specified Awards for a duration to be
specified by the Committee at the time of grant.

         (i)  A Dividend Unit is the right to receive payments
equal to the aggregate dividends payable on a share of Common
Stock during the term of the Dividend Unit.

         (ii)  Dividend Units may be paid immediately or may be
deferred and may be payable either in cash or in the form of
shares of Common Stock, as specified by the Committee.

         (iii)  If Dividend Units are to be paid in the form of
Common Stock, the number of shares into which cash dividend
amounts are converted shall be based on the Fair Market Value of
one share of Common Stock on the date of conversion, a prior date
or an average of the Fair Market Value over some period of time,
as the Committee shall specify.

    (f)  Performance Shares.  The Committee may grant Performance
Shares to Participants in the Plan.

         (i)  At the time of the grant, the Committee shall
determine:

              (A)  the performance period;

              (B)  the performance criteria which the Committee
may use are: operating profits (including EBITDA), net profits,
earnings per share, profit returns and margins, revenues,
shareholder return and/or value (including economic value added
or shareholder value added), stock price and working capital.
Performance criteria may be measured solely on a corporate,
subsidiary or business unit basis, or a combination thereof.
Further, performance criteria may reflect absolute entity
performance or a relative comparison of entity performance to the
performance of a peer group of entities or other external measure
of the selected performance criteria.  Profit, earnings and
revenues used for any performance criteria measurements shall
exclude: gains or losses on operating asset sales or
dispositions; asset write-downs; litigation or claim judgments or
settlements; accruals for historic environmental obligations;
effect of changes in tax law or rate on deferred tax liabilities;
accruals for reorganization and restructuring programs; uninsured
catastrophic property losses; the cumulative effect of changes in
accounting principles; and any extraordinary non-recurring items
as described in Accounting Principles Board Opinion No. 30 and/or
in management's discussion and analysis of financial performance
appearing in the Company's Annual Report on Form 10-K or annual
report to shareholders for the applicable year.

       (ii)  At the end of the performance period, the Committee
shall determine the level of performance versus the goal, and the
portion of the Performance Shares, if any, which shall be payable
to the Participants.

         (iii)  Shares earned shall be paid as soon as
practicable following the end of the performance period.

          (iv)  Awards may be paid in cash or Common Stock, or
any combination of or Common Stock in the sole discretion of the
Committee.

    (g)  Rights to Acquire Restricted Stock.  Each Restricted
Stock Agreement shall be in the form and shall contain such terms
and conditions as the Committee shall deem appropriate.
Agreements may change from time to time, and the terms and
conditions of separate Restricted Stock Agreements need not be
identical.  Each Restricted Stock Agreement shall include
(through incorporation by reference in the Restricted Stock
Agreement of the provisions of the Plan or otherwise) the
substance of each of the following provisions.  Subject to the
provisions of the Plan, the Committee shall have complete
authority in its sole discretion to determine the persons to
whom, and the time or times at which, grants of Restricted Stock
shall be made, the number of shares of Restricted Stock to be
awarded, the price (if any) to be paid by the recipient of the
Restricted Stock, the time or times within which such Awards may
be subject to forfeiture, and all other terms and conditions of
the Awards.  The Committee may condition the grant of a
Restricted Stock Award upon the performance of Service, specified
performance goals (such as earnings per share, total shareholder
return or return on capital employed) or other such factors is
the Committee may determine, in its sole discretion.

         (i)  The purchase price (if any) of Restricted Stock
Awards shall be not less than the amount required to be received
by the Company in order to assure compliance with applicable
state laws.

        (ii)  The purchase price (if any) of Restricted Stock
shall be paid either in cash at the time of purchase or in any
form of legal consideration including Services, that may be
acceptable to the Committee.

       (iii)  Shares of Restricted Stock awarded under a
Restricted Stock Agreement may, but need not, be subject to a
vesting schedule to be determined by the Committee.  Unless the
Committee determines otherwise, no shares of Restricted Stock
subject to a vesting schedule (or subject to performance goals)
shall be issued under the Plan until such shares are vested
and/or such performance goals have been met.

          (iv)  In the event a Participant's Service with the
Company or an Affiliate terminates, the Company may repurchase or
otherwise reacquire any or a11 of the shares of Restricted Stock
held by the Participant which have not vested as of the date of
termination under the terms of the Restricted Stock Agreement.

           (v)  Rights to acquire shares of Restricted Stock and
Restricted Stock issued thereunder shall be transferable by the
Participant only upon such terms and conditions as set forth in
the Restricted Stock Agreement, as the Committee shall determine
in its discretion, so long as Common Stock awarded under the
Restricted Stock Agreement remains subject to the terms of the
Restricted Stock Agreement.

    (h)  Stock Bonus Awards.  Each stock bonus agreement shall be
in such form and shall contain such terms and be subject to such
conditions as the Committee shall deem appropriate.  The terms
and conditions of stock bonus agreements may change from time to
time, and the terms and conditions of separate stock bonus
agreements need not be identical, but each stock bonus agreement
shall include (through incorporation hereof by reference in the
agreement or otherwise) the substance of each of the following
provisions.  The Committee may condition the grant of a stock
bonus upon the performance of specified performance goals (such
as earnings per share, total shareholder return or return on
capital employed) or other such factors as the Committee may
determine, in its sole discretion.

          (i)  Consideration.  A stock bonus may be awarded in
consideration for past services actually rendered to the Company
or an Affiliate for its benefit.

         (ii)  Vesting.  Shares of Common Stock awarded under the
stock bonus agreement may, but need not, be subject to a vesting
schedule to be determined by the Committee.  No shares awarded
under a stock bonus which are subject to a vesting schedule (or
subject to performance goals) shall to issued under the Plan
until such shares are vested and/or such performance goals have
been met.

        (iii)  Termination of Service.  In the event a
Participant's Service with the Company or an Affiliate
terminates, the Company may reacquire any or all of the shares of
Common Stock granted to the Participant pursuant to the stock
bonus agreement which have not yet vested as of the date of the
termination of Service under the terms of the stock bonus
agreement.

         (iv)  Transferability.  Rights to acquire shares of
Common Stock under the stock bonus agreement shall be
transferable by the Participant only upon such terms and
conditions as are set forth in the stock bonus agreement, as the
Board shall determine in its discretion, as long as Common Stock
awarded under the stock bonus agreement remains subject to the
terms of the stock bonus agreement.

     (i)  Stock Appreciation Rights.  Stock Appreciation Rights
may be granted alone or in tandem with other specified Awards.
The terms of Stock Appreciation Rights granted pursuant to the
Plan shall be set forth in a Stock Appreciation Rights Agreement
or in an agreement governing a specified Award, if such Stock
Appreciation Rights are granted in tandem with another Award.
Stock Appreciation Rights granted pursuant to the Plan shall be
subject to the following terms and conditions and shall contain
such additional terms and conditions, not inconsistent with the
express provisions of the Plan, or applicable law, as the
Committee in its sole discretion shall deem desirable.

          (i)  A Stock Appreciation Right entitles the
Participant to receive a payment in cash or shares of Common
Stock equal to the appreciation, if any, of one share of Common
Stock of the Company between the grant date of such Stock
Appreciation Right and the date of exercise of the Stock
Appreciation Right.  For these purposes, appreciation is defined
as the difference between (a) the Fair Market Value of a share of
Common Stock of the Company on the date of exercise of the Stock
Appreciation Right and (b) the exercise price per Stock
Appreciation Right (or accompanying Award).

         (ii)  A Stock Appreciation Right shall become
exercisable during such times and subject to such conditions as
shall be determined by the Committee, in its sole discretion;
provided, however, that a Stock Appreciation Right shall expire
no later than ten (10) years from the date of grant and must be
exercised, if at all, on or before such date.

VII.  SHARES RESERVED

      (a)  The total number of shares of Common Stock that may be
issued or transferred under the Plan pursuant to Awards may not
exceed three hundred thousand (300,000) shares (subject to
adjustment as described in Section IX below).

      (b)  If any Award shall for any reason expire or otherwise
terminate, in whole or in part, without having been exercised in
full or without the issuance of the full number of shares subject
to the Award, the shares of Common Stock not issued under such
Award shall revert to and again become available for issuance
under the Plan; provided, however, that shares underlying a Stock
Appreciation Right that is paid in cash shall not be available
for subsequent issuance under the Plan.

      (c)  Common Stock may be issued from authorized but
unissued shares or out of shares held in the Company's treasury,
or both.

VIII.  MISCELLANEOUS

      (a)  Incentive Stock Option $100,000 Limitation.  To the
extent that the aggregate Fair Market Value (determined at the
time of grant) of Common Stock with respect to which Incentive
Stock Options are exercisable for the first time by an Optionee
in any calendar year (under all plans of the Company and its
parent and subsidiary corporations as defined in Section 424 of
the Code) exceeds one hundred thousand dollars ($100,000), the
Options or any portion thereof which exceed such limit (according
to the order in which they were granted) shall be treated as
Nonstatutory Stock Options.

      (b)  Withholding.

          (i)  To the extent required by applicable federal,
state, local or foreign law, the recipient of any payment or
distribution under the Plan shall make arrangements satisfactory
to the Company for the satisfaction of my tax withholding
obligations that may arise by reason of such payment or
distribution.  The Company shall not be required to make such
payment or distribution until such obligations are satisfied.
The Company shall have the right to withhold from any
compensation paid to the Participant.

          (ii)  The Committee, in its sole discretion, may permit
or require a Participant to satisfy all or part of the
Participant's tax withholding obligations incident to an Award by
having the Company withhold a portion of the shares that would be
otherwise issued to the Participant.  Such shares shall be valued
at their Fair Market Value on the date when taxes otherwise would
be withheld in cash.  The payment of withholding taxes by
surrendering shares to the Company, if permitted by the
Committee, shall be subject to such restrictions as the Committee
may impose, including any restrictions required by the rules of
the Securities and Exchange Commission.

IX.  ADJUSTMENTS UPON CHANGES IN STOCK

    (a)  In the event of a stock split, stock dividend, or other
subdivision or combination of the Common Stock, the number of
shares of Common Stock authorized under the Plan and the share
limitations on Awards to individuals shall be adjusted
proportionately.  Similarly, in any event aforementioned, there
will be a proportionate adjustment in the number and exercise
price of shares of Common Stock subject to unexercised Options,
Performance Shares, Dividend Units, rights to acquire Restricted
Stock, stock bonuses and Stock Appreciation Rights.

    (b)  The Committee may determine and set forth in each Award,
either at the time of grant or by amendment thereafter, the
effect, if any, that any change in beneficial ownership of stock,
sale of stock or assets, merger, combination, spin-off,
reorganization or other corporate transaction, or liquidation of
the Company will have upon the term, exercisability and/or
vesting of outstanding Awards.  The effect may include
acceleration in whole or in part of vesting and/or exercisability
of Awards upon the occurrence of such an event or upon certain
terminations of Service within a specified period following such
an event.  The grant of Awards under this Plan will in no way
affect the right of the issuer of Common Stock to adjust,
reclassify, reorganize, or otherwise change its capital or
business structure or to merge, consolidate, dissolve, liquidate
or sell or transfer all or any part of its business or assets.

X.      AMENDMENT OF THE PLAN AND AWARDS

    (a)  The Board may, at any time, and from time to time, amend
the Plan.  However, no amendment shall be effective unless
approved by the shareholders of the Company to the extent
shareholder approval is necessary to satisfy the requirements of
Section 422 of the Code. The Board may, in it sole discretion,
submit any other amendments to the Plan for shareholder approval,
including, but not limited to, amendments to the Plan intended to
satisfy the requirements of Section 162(m) of the Code and
regulations thereunder regarding the exclusion of performance-
based compensation from the limit on corporate deductibility of
compensation paid to certain executive officers.

    (b)  Rights under any Award granted before amendment of the
Plan shall not be impaired by any amendment of the Plan unless
the Participant holding such Award consents in writing to such
amendment.

    (c)  The Committee may amend outstanding Awards, in its sole
discretion; provided that except as permitted under Section
IX(a), (i) no outstanding Award may be amended to lower the
exercise price or may be canceled for the purpose of reissuing
such Award to a Participant at a lower exercise price without the
approval of the Company's shareholders and (ii) no such amendment
shall impair the rights of the holder thereof unless he or she
consents in writing to such amendment.

XI.  TERMINATION OR SUSPENSION OF THE PLAN

     The Board may suspend or terminate the Plan at any time.
Unless sooner terminated, the Plan shall terminate on the day
before the tenth (10th) anniversary of the date the Plan is
adopted by the Board or approved by the shareholders of the
Company, whichever is earlier.  No Awards may be granted under
the Plan when the Plan is suspended or after the Plan is
terminated.

XII.  EFFECTIVE DATE OF PLAN

      The Plan became effective on March 6, 2002 and was approved
by the shareholders on April 18, 2002.

XIII.  CHOICE OF LAW

       The law of the State of California shall govern all
questions concerning the construction, validity and
interpretation of this Plan, without regard to such state's
conflict of laws rules.
8

                                                   Exhibit 10.21
                      (SJW Corp. Letterhead)

W. Richard Roth
c/o SJW Corp.
374 West Santa Clara Street
San Jose, CA 95113

Dear Rich:

     It gives me great pleasure to present you with this
agreement concerning your continued employment with SJW Corp.
("SJW") and its two wholly owned subsidiaries, San Jose Water
Company and SJW Land Company (the three entities collectively
referred to as the "Company").  This new agreement will have an
effective date retroactive to January 1, 2003.

     Positions and Duties.  You will continue in the positions of
President and Chief Executive Officer of SJW and San Jose Water
Company and President of SJW Land Company and will report
directly to Board of Directors of SJW (the "Board").  Your duties
and responsibilities will be those assigned from time to time by
the Board and will be commensurate with your positions.  You will
be expected to perform all such assigned duties and
responsibilities, to devote substantially all of your time,
attention and effort to the business and affairs of the Company,
and to use your reasonable best efforts to promote the best
interests of the Company.  You will be expected principally to
work out of the Company's San Jose office, subject to travel
associated with your duties.  During your employment with the
Company, you must not render any services for any other person,
firm or entity that represents a conflict of interest with the
business of the Company.  The Company agrees to continue to
nominate you as a member of Board at each stockholders meeting at
which Board members are to be elected for so long as you continue
as Chief Executive Officer.  You shall serve in such capacity at
no additional compensation, including any future or prior right
to participate in the Company's Director's Pension Plan.

     Term.  The initial term of this agreement shall be three
years beginning January 1, 2003 and ending on the second business
day of January, 2006.  At the end of the second year of such
term, and at the end of each successive year thereafter, the term
shall automatically be extended for an additional year unless the
Company gives prior written notice of non-renewal no later than
November 30, 2004 and November 30th of each successive year
thereafter; provided, however, that the term of this agreement
shall in no event extend beyond November 16, 2017.

     At-Will Employment.  Although this agreement has a term as
set forth above, your employment with the Company may be
terminated by you or by the Company at any time during or after
the term of the agreement, for any reason, with or without
notice, subject to the payment of any benefits which may be owed
you hereunder based on the circumstances of such termination. The
at-will nature of your employment relationship with the Company,
as described immediately above, may only be changed in an express
written approval by a disinterested majority of the Board.

     Salary and Bonus.  Your base salary will be at an initial
annual rate of $400,000 per year, to be paid according to the
Company's standard payroll practices. Your base salary will be
reviewed periodically as set forth below, and your base salary as
in effect from time to time during the term of this agreement
will be referred to as "Base Salary."

     You will also be entitled to an annual bonus ("Annual
Bonus") for each fiscal year of the Company based on achievement
of reasonable Company and individual performance goals
established for each such fiscal year by the Executive
Compensation Committee of the Board after consultation with you.
Your targeted Annual Bonus is twenty-five percent (25%) of your
Base Salary, but your actual Annual Bonus for any fiscal year
within the term of this agreement may range from 0 to 150% of
your target, based on the Executive Compensation Committee's
determination of the level of achievement of the applicable
performance goals for the year.  Your target Annual Bonus will be
reviewed periodically as set forth below.  Your actual Annual
Bonus for each fiscal year will be paid as soon as practicable
after the end of that fiscal year, recognizing a reasonable time
to calculate performance for the measurement period.

     Payment of your Base Salary and Annual Bonus will be subject
to all applicable withholdings and deductions, and you will only
receive the amount remaining after such withholdings and
deductions have been made.

     Annual Review.  The Executive Compensation Committee of the
Board will review annually your performance.  Your performance
will be evaluated based upon mutually approved written criteria
to be developed jointly by the Executive Compensation Committee
and you.  In connection with that review, the Executive
Compensation Committee shall also review and consider appropriate
adjustments to your Base Salary, target Annual Bonus, long-term
incentives and other compensation in order to further the
objective of maintaining your total compensation at a competitive
level and may, as part of that process, retain the services of a
professional compensation consultant. However, neither your Base
Salary nor the sum of your Base Salary and target Annual Bonus
will decrease from any previous level in effect under this
agreement, except for a reduction of not more than fifteen
percent (15%), as part of, and consistent with, any
across-the-board reduction in the salaries or target annual
bonuses of senior officers of the Company to which you and the
Executive Compensation Committee have mutually agreed, and which
occurs prior to a change in control of the Company.

     Unless you expressly agree otherwise, you will be eligible
to participate in the Company's current long-term incentive
programs (including the Company's stock option plan) and any
other cash or equity incentive programs hereafter established for
senior officers of the Company (subject to such modifications to
such programs as the Executive Compensation Committee shall
determine to be necessary and appropriate to preserve the income
tax deductibility of the compensation paid under those programs)
at participation levels determined each fiscal year in connection
with your annual performance review.

     Initial Stock Options and DERs.  On April 29, 2003 the
Company granted you an option to purchase Seven Thousand Six
Hundred and Four (7,604) shares of the Company's common stock
(the "Initial Option") under and subject to the terms of the
Company's Long-Term Incentive Plan (the "Long-Term Incentive
Plan").  The Initial Option is a non-statutory stock option,
which shall has a term of ten (10) years, subject to earlier
termination as set forth below, and includes the standard terms
and provisions of the Company's standard form of option agreement
under the Long-Term Incentive Plan.  The exercise price of the
Initial Option is $84.00 per share, equal to the fair market
value per share of the Company's common stock (the "Common
Stock") on the grant date, as determined under the Long-Term
Incentive Plan.

     The Initial Option shall vest and become exercisable with
respect to twenty-five percent (25%) of the shares subject
thereto on the first anniversary of the grant date and with
respect to an additional twenty-five percent (25%) of such shares
on each of the next three (3) anniversaries of such date, so long
as you remain in the Company's employ.  The Initial Option shall
become immediately exercisable in full:  (i) in the event of your
termination by reason of death or disability or (ii) immediately
prior to the effective date of a Change in Control (as such term
is defined in the Company's Executive Severance Plan) provided
you remain in the Company's employ through such date.  If you
terminate by reason of retirement (i.e., after age fifty-five
(55) and ten (10) years of service) you shall continue to vest in
your Initial Option during the four (4) year period commencing on
the date of termination as if you remain employed through such
period.  In the case of termination by reason of death,
disability or retirement your Initial Option shall, to the extent
vested, remain exercisable until the earlier of (i) the
expiration of the four (4) year period measured from your
termination date or (ii) the remainder of the initial ten (10)
year term.  Otherwise, the Initial Option shall cease to further
vest and become exercisable for any additional shares on or after
your termination of employment and shall expire ninety (90) days
after your termination date (or immediately upon your termination
if for Good Cause).

     You shall also be credited with dividend equivalent rights
or "DERs," awarded under the Dividend Unit feature of the
Company's Long-Term Incentive Plan, with respect to the number of
shares subject to the Initial Option until the earlier of the
quarterly dividend record date sixteen (16) quarters after the
grant date, or the date that the Initial Option is exercised for
such shares.  DERs will entitle you to an additional number of
units representing shares of Common Stock determined as follows:
An Option Deferred Stock Account has been established for you.
Each time a dividend is paid on the Company's outstanding Common
Stock, you will be credited with a dollar amount equal to the
dividend paid per share multiplied by the number of shares still
subject to the Initial Option (plus the number of units credited,
as of the record date for the dividend, to your Option Deferred
Stock Account pursuant to the annual crediting mechanism set
forth in the next sentence).  As of the first business day in
January each year, your Option Deferred Stock Account will be
credited with that number of shares determined by dividing (i)
the cash dividend equivalent amounts so credited to you in the
immediately preceding year by (ii) the average of the fair market
value per share of the Common Stock on each of the dates in the
immediately preceding year on which dividends were paid.  The
units credited your Option Deferred Stock Account will vest in
the same manner as the option shares to which they are
attributable and shall be paid to you in shares of Common Stock
on the earlier of the quarterly dividend record date sixteen (16)
quarters after the grant date or your termination of employment.
Any cash amounts not yet converted to stock units shall be
distributed in cash.

     You shall be eligible for such annual stock option and DER
awards, or other forms of equity or equity-like compensation,
after fiscal 2003 as the Executive Compensation Committee may
determine each year.  The Committee shall consider your personal
performance, competitive practice for comparable positions
outside the Company, grants to other senior officers of the
Company, availability of shares in the Long-Term Incentive Plan,
and other relevant factors.

     SERP.  You shall continue to participate in the Company's
Executive Supplemental Retirement Plan ("SERP").  In
consideration, in part, of your agreement to the amendment of the
SERP on April 29, 2003 to eliminate the minimum benefit equal to
55% of your Final Average Compensation, you were granted on April
29, 2003 the right to receive a number of shares of Common Stock,
awarded under the Restricted Stock feature of the Company's Long-
Term Incentive Plan, determined as follows: a SERP Deferred Stock
Account was established for you and credited on April, 29, 2003
with thirteen thousand eight hundred ninety (13,890) units.  Each
time a dividend is paid on the Company's outstanding Common
Stock, you will be credited with a dollar amount equal to the
dividend paid per share multiplied by the number of units
credited, as of the record date for the dividend, to your SERP
Deferred Stock Account (including any additional units resulting
from the annual crediting mechanism set forth in the next
sentence).  As of the first business day in January each year,
your SERP Deferred Stock Account will be credited with that
number of additional units determined by dividing (i) the cash
dividend equivalent amounts so credited to you in the previous
year by (ii) the average of the fair market value per share of
the Common Stock on each of the dates in the immediately
preceding year on which dividends were paid.

     The units credited to your SERP Deferred Stock Account shall
vest in thirty-six (36) monthly installments on the first day of
each month measured from January 1, 2003, provided you continue
in the Company's employ on each such date.  Units credited to
your SERP Deferred Stock Account as a result of the dividend
rights described above shall vest at the same time and in the
same manner as the units with respect to which the dividend
rights were credited.  The units credited to your SERP Deferred
Stock Account shall become fully vested on an accelerated basis
if your employment is terminated by reason of death or
Disability, involuntarily terminated for any reason other than
Good Cause or if your employment is voluntarily terminated for
Good Reason.

     The units credited to your SERP Deferred Stock Account, to
the extent vested, shall be payable in shares of Company Common
Stock upon the later of your termination of employment or
attainment of age 55, either in a single lump sum or in up to ten
(10) annual installments, as you may elect no later than one (1)
year prior to the triggering event (termination or attainment of
age 55).  However, if your employment is terminated under
circumstances entitling you to severance benefits under the
Executive Severance Plan then the units credited to your SERP
Deferred Stock Account will be immediately paid to you in full.
Any cash amounts credited to your SERP Deferred Stock Account not
yet converted to stock units shall be distributed in cash.
The issuance of shares of Company Common Stock under the SERP
Deferred Stock Account is subject to satisfaction of all tax
withholding obligations with respect to such shares.  In order to
satisfy all such tax withholding obligations, the number of
shares of Common Stock which you would otherwise be entitled to
receive will be reduced by that number of shares which, as of the
date of distribution, has an aggregate Fair Market Value (as
defined in the Long-Term Incentive Plan) equal to the total
amount of tax withholding obligations applicable to the shares
issuable on that date.

     Expense Reimbursement.  The Company will reimburse you for
the reasonable expenses incurred in connection with the
performance of your duties, consistent with Company policy and
practice.

     Perquisites and Other Benefits.  Except as otherwise
precluded by applicable law or regulations, you will continue to
be entitled to the level of perquisites in effect for you as of
the effective date of this agreement, including a Company-
provided luxury motor vehicle (with replacement at every three or
four-year interval), vehicle maintenance, first class business
travel, Company-paid club memberships, financial support for your
participation in community activities (and authority to bind the
Company at a level to be agreed upon from time to time), training
and continuing education, single assignment of an Executive
Assistant and reimbursement of home office expenses attributable
to the services required of you pursuant to this agreement.

     Severance Benefits.  You shall continue to be eligible for
benefits under the Company's Executive Severance Plan (which
provides benefits in the event of a qualifying termination in
connection with a Change in Control, as defined therein).  In
addition, if your employment is involuntarily terminated for any
reason other than death, disability or Good Cause or your
employment is voluntarily terminated for Good Reason and you are
not entitled to benefits under the Executive Severance Plan, you
will be entitled to the following contractual severance benefits
pursuant to this agreement:

     -  Cash severance equal to three (3) times the sum of (i)
your annual rate of Base Salary in effect at the time of your
termination (or such higher rate as was in effect at any time
during the previous twelve months after the effective date of
this Agreement) and (ii) your target Annual Bonus for the year of
your termination (or if, higher, the average of your actual
annual bonuses for the previous three years after fiscal 2002),
payable in a single lump sum on the first of the month following
the month in which your employment terminates.

     -  A prorated annual bonus for the year of termination,
based on your target bonus.

     -  If you elect to continue health benefit coverage under
the Company's health benefit coverage plans pursuant to COBRA,
the Company will provide such COBRA coverage, without charge, to
you and your eligible dependents until the earlier of (x) thirty-
six (36) months from the date your employment terminates, or (y)
the first date on which you are covered under another employer's
health benefit program without exclusion for any pre-existing
medical condition.

     -  Accelerated vesting of the units credited to your SERP
Deferred Stock Account as described under the heading "SERP."

     Your receipt of such contractual severance benefits shall be
conditioned upon your execution and delivery to the Company of a
general release in substantially the form of general release
required under the Executive Severance Plan (and the lapse of any
statutory right to revoke such release).

        For purposes of this agreement:

     -  "Good Cause" shall be deemed to exist if, and only if (i)
you engage in acts or omissions that result in substantial harm
to the business or property of the Company or its affiliates and
that constitute dishonesty, intentional breach of fiduciary
obligation or intentional wrongdoing, or (ii) you are convicted
of a criminal violation involving fraud or dishonesty.
     -  "Good Reason" shall exist if and only if, without your
express written consent (i) there is a Significant Change in the
nature or the scope of your authority or overall working
environment; (ii) you are assigned duties materially inconsistent
with your present duties, responsibilities and status; (iii)
there is a reduction in your rate of Base Salary or target Annual
Bonus other than a reduction in an amount not in excess of
fifteen percent (15%) of either your Base Salary or the sum of
your Base Salary and target Annual Bonus pursuant to a uniform
reduction in the base salary or target bonus payable to all
senior executives of the Company to which you and the Executive
Compensation Committee have mutually agreed and occurs prior to
change in control of the Company; (iv) the Company changes by
fifty-five (55) miles or more the principal location at which you
are required to perform your services hereunder or (v) there is a
material breach by the Company of any of its obligations
hereunder which remains uncured for more than thirty (30) days
following your written notice to the Board in which you
specifically identify the material breach which has occurred.

     -  "Significant Change" for purposes of this agreement shall
include removing you from any of your current positions set forth
above.

     In the event of your death during the term of this
agreement, your employment will terminate under this agreement.
The Company shall make payments of any salary and/or bonus that
is earned but unpaid as of the date of death to your legal
representative.

     Non-Solicitation.  During the term of your employment and
for one (1) year thereafter, you agreed that you will not (i)
encourage any employee, consultant, or person who was employed by
the Company on the date of termination of your employment (or at
any time during the six (6) month period prior to termination of
your employment) to leave the company for any reason, nor will
you solicit their services; or (ii) assist any other person or
entity in such encouragement or solicitation.  This provision is
not intended to restrict you from performing the duties of your
employment in the best interest of the Company.

     Confidential and Proprietary Information.  You agree to
comply with the Company's standard policies regarding disclosure
of confidential and proprietary information, both during and
subsequent to the term of this agreement.

     The terms and conditions set forth in this offer letter
(together with all documents reference herein) as accepted by you
will be the entire agreement between you and the Company with
regard to your employment.  This offer letter supercedes any
other agreements, understandings or representations, whether
written or oral, with regard to the subject matter set forth in
this letter, including but not limited to the letter agreement
between you and the Company dated April 29, 2003.  This agreement
shall be governed by the laws of the State of California, without
regard to choice of law rules.

     Please contact me if you wish to discuss any of the details
of this offer.  I am enclosing an extra copy of this letter for
your records and would appreciate your returning the original to
me with your signature.

Sincerely,

SJW Corp.

By: __________________________________

Title: _______________________________

     I HAVE READ THIS OFFER LETTER CAREFULLY, AND I UNDERSTAND
AND ACCEPT ITS TERMS.  I SIGN THIS AGREEMENT VOLUNTARILY AND
FREELY:

/s/ W. RICHARD ROTH                 Date:  June ________, 2003
______________________
      Signature

                              EXHIBIT A
                              SJW CORP.
                       STOCK OPTION AGREEMENT

RECITALS

     A.  The Board has adopted the Plan for the purpose of
retaining the services of selected Employees and non-employee
members of the Board (or the board of directors of any Parent or
Subsidiary).

     B.  Optionee is to render valuable services to the
Corporation, and this Agreement is executed pursuant to, and is
intended to carry out the purposes of, the Plan in connection
with the Corporation's grant of an option to Optionee.

     C.  All capitalized terms in this Agreement shall have the
meaning assigned to them in the attached Appendix.

     NOW, THEREFORE, it is hereby agreed as follows:

         1.  Grant of Option.  The Corporation hereby grants to
Optionee, as of the Grant Date, an option to purchase up to the
number of Option Shares specified in the Grant Notice at the
Exercise Price.  The Option Shares shall be purchasable from
time to time during the option term specified in Paragraph 2, as
set forth herein.

         2.  Option Term.  This option shall have a maximum term
of ten (10) years measured from the Grant Date and shall
accordingly expire at the close of business on the Expiration
Date, unless sooner terminated in accordance with Paragraph 5 or
6.
         3.  Limited Transferability.  This option shall be
neither transferable nor assignable by Optionee other than by
will or the laws of descent and distribution following
Optionee's death and may be exercised, during Optionee's
lifetime, only by Optionee.  However, Optionee may designate one
or more persons as the beneficiary or beneficiaries of this
option, and this option shall, in accordance with such
designation, automatically be transferred to such beneficiary or
beneficiaries upon the Optionee's death while holding this
option.  Such beneficiary or beneficiaries shall take the
transferred option subject to all the terms and conditions of
this Agreement, including (without limitation) the limited time
period during which this option may, pursuant to Paragraph 5, be
exercised following Optionee's death.

        4.  Dates of Exercise.  This option shall become
exercisable for the Option Shares in one or more installments as
specified in the Grant Notice.  As the option becomes
exercisable for such installments, those installments shall
accumulate, and the option shall remain exercisable for the
accumulated installments until the Expiration Date or sooner
termination of the option term under Paragraph 5 or 6.

        5.  Cessation of Service.  The option term specified in
Paragraph 2 shall terminate (and this option shall cease to be
outstanding) prior to the Expiration Date should any of the
following provisions become applicable:

            (a)  Should Optionee cease to remain in Service for
any reason (other than death, Disability, Normal Retirement or
Good Cause) while this option is outstanding, then Optionee
shall have a period of ninety (90) days (commencing with the
date of such cessation of Service) during which to exercise this
option, but in no event shall this option be exercisable at any
time after the Expiration Date.

            (b)  Should Optionee die while this option is
outstanding, then the personal representative of Optionee's
estate or the person or persons to whom the option is
transferred pursuant to Optionee's will or the laws of descent
and distribution following Optionee's death shall have the right
to exercise this option.  However, if Optionee dies while
holding this option and has an effective beneficiary designation
in effect for this option at the time of his or her death, then
the designated beneficiary or beneficiaries shall have the
exclusive right to exercise this option following Optionee's
death.  Any such right to exercise this option shall lapse, and
this option shall cease to be outstanding, upon the earlier of
(i) the expiration of the four (4)-year period measured from the
date of Optionee's death or (ii) the Expiration Date.

            (c)  Should Optionee cease Service by reason of
Disability or Normal Retirement while this option is
outstanding, then Optionee shall have a period of four (4) years
(commencing with the date of such cessation of Service) during
which to exercise this option.  In no event shall this option be
exercisable at any time after the Expiration Date.

            (d)  During the limited period of post-Service
exercisability, this option may not be exercised in the
aggregate for more than the number of Option Shares (if any) in
which Optionee is, at the time of Optionee's cessation of
Service, vested pursuant to the Vesting Schedule specified in
the Grant Notice, provided that (i) this shall be subject to the
special vesting acceleration provisions of Paragraph 6, (ii) if
termination occurs by reason of Normal Retirement, then during
the limited period of post-service exercisability as set forth
in Paragraph (c) above, the option will continue to vest as if
the Optionee continued in Service during such period, and (iii)
if termination occurs by reason of Death or Disability, then
option will vest automatically upon such termination.  Upon the
expiration of such limited exercise period, this option shall
terminate and cease to be outstanding for any exercisable Option
Shares for which the option has not been exercised.

            (e)  Should Optionee's Service be terminated for
Good Cause or should Optionee otherwise engage in any misconduct
which could result in a termination for Good Cause while this
option is outstanding, then this option shall terminate
immediately and cease to remain outstanding.

        6.  Special Acceleration of Option.

            (a)  This option, to the extent outstanding at the
time of a Change in Control, but not otherwise fully
exercisable, shall automatically accelerate so that this option
shall, immediately prior to the effective date of such Change in
Control, become exercisable for all of the Option Shares at the
time subject to this option and may be exercised for any or all
of those Option Shares as fully vested shares of Common Stock.
However, this option shall not become exercisable on such an
accelerated basis, if and to the extent this option is to be
assumed by the successor corporation (or parent thereof) or
substituted with equivalent options, except pursuant to
paragraph (b), below.

            (b)  In the event of a Qualifying Termination
following a Change in Control pursuant to which this option is
to be assumed by the successor corporation (or parent thereof)
and substituted with equivalent options, the Option, to the
extent outstanding at the time of such Qualifying Termination
but not otherwise fully exercisable, shall automatically
accelerate so that the Option shall become immediately
exercisable for all the Option Shares at the time subject to the
Option and may be exercised for any or all of those Option
Shares as fully vested shares.

            (c)  Immediately following the Change in Control,
this option shall terminate and cease to be outstanding, except
to the extent assumed by the successor corporation (or parent
thereof) or otherwise continued in effect pursuant to the terms
of the Change in Control transaction.

            (d)  If this option is assumed in connection with a
Change in Control or otherwise continued in effect, then this
option shall be appropriately adjusted, immediately after such
Change in Control, to apply to the number and class of
securities which would have been issuable to Optionee in
consummation of such Change in Control had the option been
exercised immediately prior to such Change in Control, and
appropriate adjustments shall also be made to the Exercise
Price, provided the aggregate Exercise Price shall remain the
same.  To the extent the actual holders of the Corporation's
outstanding Common Stock receive cash consideration for their
Common Stock in consummation of the Change in Control, the
successor corporation may, in connection with the assumption of
this option, substitute one or more shares of its own common
stock with a fair market value equivalent to the cash
consideration paid per share of Common Stock in such Change in
Control.

           (e)  This Agreement shall not in any way affect the
right of the Corporation to adjust, reclassify, reorganize or
otherwise change its capital or business structure or to merge,
consolidate, dissolve, liquidate or sell or transfer all or any
part of its business or assets.

        7.  Adjustment in Option Shares.  Should any change be
made to the Common Stock by reason of any stock split, stock
dividend, recapitalization, combination of shares, exchange of
shares, or other change affecting the outstanding Common Stock
as a class without the Corporation's receipt of consideration,
appropriate adjustments shall be made to (i) the total number
and/or class of securities subject to this option, and (ii) the
Exercise Price in order to reflect such change and thereby
preclude a dilution or enlargement of benefits hereunder.

       8.  Shareholder Rights.  The holder of this option shall
not have any shareholder rights with respect to the Option
Shares until such person shall have exercised the option and
become a holder of record of the purchased shares.

       9.  Manner of Exercising Option.

            (a)  In order to exercise this option with respect
to all or any part of the Option Shares for which this option is
at the time exercisable, Optionee (or any other person or
persons exercising the option) must take the following actions:

                 (i)  Execute and deliver to the Corporation a
Notice of Exercise for the Option Shares for which the option is
exercised.

                (ii)  Pay the aggregate Exercise Price for the
purchased shares in one or more of the following forms:

                      (A)  cash or check made payable to the
Corporation;

                      (B)  shares of Common Stock held by
Optionee (or any other person or persons exercising the option),
provided that if shares acquired pursuant to the exercise of an
option are used, such shares shall be held by the Optionee for a
period of at least six (6) months (or such longer or shorter
period of time required to avoid a charge to earnings for
financial accounting purposes) before their tender to exercise
additional Option Shares; or

                      (C)  through a special sale and remittance
procedure, if and to the extent approved by the Plan
Administrator, pursuant to which Optionee (or any other person
or persons exercising the option) shall concurrently provide
irrevocable instructions (i) to a brokerage firm (reasonably
satisfactory to the Corporation for purposes of administering
such procedure) to effect the immediate sale of the purchased
shares and remit to the Corporation, out of the sale proceeds
available on the settlement date, sufficient funds to cover the
aggregate Exercise Price payable for the purchased shares plus
all applicable income and employment taxes required to be
withheld by the Corporation by reason of such exercise, and
(ii) to the Corporation to deliver the certificates for the
purchased shares directly to such brokerage firm on such
settlement date in order to complete the sale.

     Except to the extent the sale and remittance procedure is
utilized in connection with the option exercise, payment of the
Exercise Price must accompany the Notice of Exercise delivered
to the Corporation in connection with the option exercise.

               (iii)  Furnish to the Corporation appropriate
documentation that the person or persons exercising the option
(if other than Optionee) have the right to exercise this option.

                (iv)  Make appropriate arrangements with the
Corporation (or Parent or Subsidiary employing or retaining
Optionee) for the satisfaction of all applicable income and
employment tax withholding requirements applicable to the option
exercise.

            (b)  As soon as practical after the Exercise Date,
the Corporation shall issue to or on behalf of Optionee (or any
other person or persons exercising this option) a certificate
for the purchased Option Shares, with the appropriate legends
affixed thereto.

            (c)  In no event may this option be exercised for
any fractional shares.

       10.  Compliance with Laws and Regulations.

            (a)  The exercise of this option and the issuance of
the Option Shares upon such exercise shall be subject to
compliance by the Corporation and Optionee with all applicable
requirements of law relating thereto and with all applicable
regulations of any Stock Exchange on which the Common Stock may
be listed for trading at the time of such exercise and issuance.

            (b)  The inability of the Corporation to obtain
approval from any regulatory body having authority deemed by the
Corporation to be necessary to the lawful issuance and sale of
any Common Stock pursuant to this option shall relieve the
Corporation of any liability with respect to the non-issuance or
sale of the Common Stock as to which such approval shall not
have been obtained.  The Corporation, however, shall use its
best efforts to obtain all such approvals.

       11.  Successors and Assigns.  Except to the extent
otherwise provided in Paragraphs 3 and 6, the provisions of this
Agreement shall inure to the benefit of, and be binding upon,
the Corporation and its successors and assigns and Optionee,
Optionee's assigns, the legal representatives, heirs and
legatees of Optionee's estate and any beneficiaries of this
option designated by Optionee.

       12.  Notices.  Any notice required to be given or
delivered to the Corporation under the terms of this Agreement
shall be in writing and addressed to the Corporation at its
principal corporate offices.  Any notice required to be given or
delivered to Optionee shall be in writing and addressed to
Optionee at the address indicated below Optionee's signature
line on the Grant Notice.  All notices shall be deemed effective
upon personal delivery or upon deposit in the U.S. mail, postage
prepaid and properly addressed to the party to be notified.

       13.  Construction.  This Agreement and the option
evidenced hereby are made and granted pursuant to the Plan and
are in all respects limited by and subject to the terms of the
Plan.  All decisions of the Plan Administrator with respect to
any question or issue arising under the Plan or this Agreement
shall be conclusive and binding on all persons having an
interest in this option.

       14.  Governing Law.  The interpretation, performance and
enforcement of this Agreement shall be governed by the laws of
the State of California without resort to that State's conflict-
of-laws rules.

       15.  Excess Shares.  If the Option Shares covered by this
Agreement exceed, as of the Grant Date, the number of shares of
Common Stock which may without shareholder approval be issued
under the Plan, then this option shall be void with respect to
those excess shares, unless shareholder approval of an amendment
sufficiently increasing the number of shares of Common Stock
issuable under the Plan is obtained in accordance with the
provisions of the Plan.

       16.  Additional Terms Applicable to an Incentive Option.
In the event this option is designated an Incentive Option in
the Grant Notice, the following terms and conditions shall also
apply to the grant:

           (a)  This option shall cease to qualify for favorable
tax treatment as an Incentive Option if (and to the extent) this
option is exercised for one or more Option Shares: (A) more than
three (3) months after the date Optionee ceases to be an
Employee for any reason other than death or Disability or (B)
more than twelve (12) months after the date Optionee ceases to
be an Employee by reason of Disability.  The Optionee shall not
be deemed to cease to be an Employee during a period of military
leave, sick leave or other personal leave approved by the
Corporation; provided, however, that for a leave which exceeds
ninety (90) days, the Optionee shall be deemed, for purposes of
determining the period within which this option may be exercised
as an Incentive Option (if designated as such in the Grant
Notice), to cease to be an Employee on the ninety-first (91st)
day of such leave, unless the right of that Optionee to return
to Service as an Employee following such leave is guaranteed by
law or statute.

           (b)  No installment under this option shall qualify
for favorable tax treatment as an Incentive Option if (and to
the extent) the aggregate Fair Market Value (determined at the
Grant Date) of the Common Stock for which such installment first
becomes exercisable hereunder would, when added to the aggregate
value (determined as of the respective date or dates of grant)
of the Common Stock or other securities for which this option or
any other Incentive Options granted to Optionee prior to the
Grant Date (whether under the Plan or any other option plan of
the Corporation or any Parent or Subsidiary) first become
exercisable during the same calendar year, exceed One Hundred
Thousand Dollars ($100,000) in the aggregate.  Should such One
Hundred Thousand Dollar ($100,000) limitation be exceeded in any
calendar year, this option shall nevertheless become exercisable
for the excess shares in such calendar year as a Non-Statutory
Option.

          (c)  Should the exercisability of this option be
accelerated upon a Change in Control, then this option shall
qualify for favorable tax treatment as an Incentive Option only
to the extent the aggregate Fair Market Value (determined at the
Grant Date) of the Common Stock for which this option first
becomes exercisable in the calendar year in which the Change in
Control transaction occurs does not, when added to the aggregate
value (determined as of the respective date or dates of grant)
of the Common Stock or other securities for which this option or
one or more other Incentive Options granted to Optionee prior to
the Grant Date (whether under the Plan or any other option plan
of the Corporation or any Parent or Subsidiary) first become
exercisable during the same calendar year, exceed One Hundred
Thousand Dollars ($100,000) in the aggregate.  Should the
applicable One Hundred Thousand Dollar ($100,000) limitation be
exceeded in the calendar year of such Change in Control, the
option may nevertheless be exercised for the excess shares in
such calendar year as a Non-Statutory Option.

          (d)  Should Optionee hold, in addition to this option,
one or more other options to purchase Common Stock which become
exercisable for the first time in the same calendar year as this
option, then the foregoing limitations on the exercisability of
such options as Incentive Options shall be applied on the basis
of the order in which such options are granted.

                             EXHIBIT I

                        NOTICE OF EXERCISE

     I hereby notify SJW Corp. (the "Corporation") that I elect
to purchase __________ shares of the Corporation's Common Stock
(the "Purchased Shares") at the option exercise price of
$__________ per share (the "Exercise Price") pursuant to that
certain option (the "Option") granted to me under the
Corporation's Long-Term Incentive Plan on ____________________,
__________.

     Concurrently with the delivery of this Exercise Notice to
the Corporation, I shall hereby pay to the Corporation the
Exercise Price for the Purchased Shares in accordance with the
provisions of my agreement with the Corporation (or other
documents) evidencing the Option and shall deliver whatever
additional documents may be required by such agreement as a
condition for exercise.  Alternatively, I may utilize the
special broker-dealer sale and remittance procedure specified in
my agreement to effect payment of the Exercise Price.

____________________, __________
Date

                                  ______________________________
                                  Optionee

                                  Address:  ____________________

                                  ______________________________

Print name in exact manner
it is to appear on the
stock certificate:                ______________________________

Address to which certificate
is to be sent, if different from
address above:                    ______________________________

                                  ______________________________

Social Security Number:           ______________________________

                              APPENDIX

        The following definitions shall be in effect under the
Agreement:

     A.  Agreement shall mean this Stock Option Agreement.

     B.  Board shall mean the Corporation's Board of Directors.

     C.  Change in Control shall be deemed to take place on the
occurrence of any of the following events:

         (i)  The acquisition, directly or indirectly by any
person or related group of persons (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act), but other than
the Corporation or a person that directly or indirectly
controls, is controlled by, or is under, control with the
Corporation or an employee benefit plan maintained by any such
entity, of beneficial ownership (as defined in Rule 13d-3 of the
Exchange Act) of securities of the Corporation that results in
such person or related group of persons beneficially owning
securities representing 30% or more of the combined voting power
of the Corporation's then-outstanding securities;

        (ii)  A merger, recapitalization, consolidation, or
other similar transaction to which the Corporation is a party,
unless securities representing at least 50% of the combined
voting power of the then-outstanding securities of the surviving
entity or a parent thereof are immediately thereafter
beneficially owned, directly or indirectly and in substantially
the same proportion, by the persons who beneficially owned the
Corporation's outstanding voting securities immediately before
the transaction;

       (iii)  A sale, transfer or disposition of all or
substantially all of the Corporation's assets, unless securities
representing at least 50% of the combined voting power of the
then-outstanding securities of the entity acquiring the
Corporation's assets or parent thereof are immediately
thereafter beneficially owned, directly or indirectly and in
substantially the same proportion, by the persons who
beneficially owned the Corporation's outstanding voting
securities immediately before the transaction,

        (iv)  A merger, recapitalization, consolidation, or
other transaction to which the Corporation is a party or the
sale, transfer, or other disposition of all or substantially all
of the Corporation's assets if, in either case, the directors of
the Corporation immediately prior to consummation of the
transaction do not, upon consummation of the transaction,
constitute at least a majority of the board of directors of the
surviving entity or the entity acquiring the Corporation's
assets, as the case may be, or a parent thereof (for this
purpose, any change in director composition that is anticipated
or pursuant to an understanding or agreement in connection with
a transaction will be deemed to have occurred at the time of the
transaction); or

         (v)  A change in the composition of the Board over a
period of thirty-six (36) consecutive months or less such that a
majority of the Board members ceases by reason of one or more
contested elections for Board membership, to be comprised of
individuals who either (a) have been Board members since the
beginning of such period or (b) have been elected or nominated
for election as Board members during such period by at least a
majority of the Board members who were described in clause (a)
or who were previously so elected or approved and who were still
in office at the time the Board approved such election or
nomination;

       provided that no Change in Control shall occur if the
result of the transaction is to give more ownership or control
of the Corporation to any person or related group of persons who
hold securities representing more than thirty percent (30%) of
the combined voting power of the Corporation's outstanding
securities as of March 3, 2003.

     D.  Code shall mean the Internal Revenue Code of 1986, as
amended.

     E.  Common Stock shall mean shares of the Corporation's
common stock.

     F.  Corporation shall mean SJW Corp., a California
corporation, and any successor corporation to all or
substantially all of the assets or voting stock of SJW Corp.
which shall by appropriate action adopt the Plan.

     G.  Disability shall mean the permanent and total
disability of an individual as determined pursuant to Section
22(e)(3) of the Code.

     H.  Employee shall mean an individual who is in the employ
of the Corporation (or any Parent or Subsidiary), subject to the
control and direction of the employer entity as to both the work
to be performed and the manner and method of performance.

     I.  Exercise Date shall mean the date on which the option
shall have been exercised in accordance with Paragraph 9 of the
Agreement.

     J.  Exercise Price shall mean the exercise price per Option
Share as specified in the Grant Notice.

     K.  Expiration Date shall mean the date on which the option
expires as specified in the Grant Notice.

     L.  Fair Market Value means the value of the Common Stock
on the American Stock Exchange as of the close of the trading
day.

     M.  Good Cause shall mean:

         (i)  the commission of any act or omissions that result
in substantial harm to the business or property of the
Corporation (or any Parent or Subsidiary) and that constitute
dishonesty, intentional breach of fiduciary obligation or
intentional wrongdoing, or

        (ii)  the Optionee's conviction of a criminal violation
involving fraud or dishonesty.

        The foregoing definition shall not in any way preclude
or restrict the right of the Corporation (or any Parent or
Subsidiary) to discharge or dismiss Optionee or any other person
in the Service of the Corporation (or any Parent or Subsidiary)
for any other acts or omissions, but such other acts or
omissions shall not be deemed, for purposes of the Plan or this
Agreement, to constitute grounds for termination for Good Cause.

     N.  Good Reason shall exist with respect to an Optionee, if
and only if, without the Optionee's express written consent:

         (i)  there is a significant change in the nature or the
scope of the Optionee's authority or in his or her overall
working environment;

        (ii)  the Optionee is assigned duties materially
inconsistent with his or her present duties, responsibilities
and status;

       (iii)  there is a reduction in the sum of Optionee's rate
of base salary and target bonus; or
the Corporation changes by fifty-five (55) miles or more the
principal location in which the Optionee is required to perform
services;

       provided that, in the case of each such reason, that the
Corporation has not cured such condition within 30 days of
written notice by the Optionee to the Corporation that such
condition exists and constitutes Good Reason.

     O.  Grant Date shall mean the date of grant of the option
as specified in the Grant Notice.

     P.  Grant Notice shall mean the Notice of Grant of Stock
Option accompanying the Agreement, pursuant to which Optionee
has been informed of the basic terms of the option evidenced
hereby.

     Q.  Incentive Option shall mean an option which satisfies
the requirements of Code Section 422.

     R.  Non-Statutory Option shall mean an option not intended
to satisfy the requirements of Code Section 422.

     S.  Normal Retirement shall mean an Optionee's termination
of Service with the Corporation or an Affiliate under
circumstances which make such Optionee eligible for an immediate
pension benefit to be paid by the Corporation, or an Affiliate,
or, in the case of an Optionee who is a Non-Employee Board
Member, any termination of Service unless such termination is
due to misconduct, as determined by the Plan Administrator in
its sole discretion.

     T.  Notice of Exercise shall mean the notice of exercise in
the form attached hereto as Exhibit I.

     U.  Option Shares shall mean the number of shares of Common
Stock subject to the option as specified in the Grant Notice.

     V.  Optionee shall mean the person to whom the option is
granted as specified in the Grant Notice.

     W.  Parent shall mean any corporation (other than the
Corporation) in an unbroken chain of corporations ending with
the Corporation, provided each corporation in the unbroken chain
(other than the Corporation) owns, at the time of the
determination, stock possessing fifty percent (50%) or more of
the total combined voting power of all classes of stock in one
of the other corporations in such chain.

     X.  Plan shall mean the Corporation's Long-Term Incentive
Plan.

     Y.  Plan Administrator shall mean either the Board or a
committee of the Board acting in its capacity as administrator
of the Plan.

     Z.  Qualifying Termination shall mean: (i) a termination of
Optionee's Service in immediate anticipation of, or at any time
after execution of a definitive agreement to effect a Change of
Control or within twenty-four (24) months after the effective
date of a Change in Control effected by the Optionee's employer
for any reason other than Good Cause or (ii) a termination of
Optionee's Service at any time within twenty-four (24) months
after the effective date of a Change in Control effected
voluntarily on the part of the Optionee for Good Reason.

     AA.  Service shall mean the Optionee's performance of
services for the Corporation (or any Parent or Subsidiary) in
the capacity of an Employee, or as a non-employee member of the
board of directors. Except to the extent otherwise required by
law, no Service credit shall be given for vesting purposes
hereunder for any period the Optionee is on a leave of absence.

     BB.  Stock Exchange shall mean the American Stock Exchange,
the New York Stock Exchange or the Nasdaq National Market.

     CC.  Subsidiary shall mean any corporation (other than the
Corporation) in an unbroken chain of corporations beginning with
the Corporation, provided each corporation (other than the last
corporation) in the unbroken chain owns, at the time of the
determination, stock possessing fifty percent (50%) or more of
the total combined voting power of all classes of stock in one
of the other corporations in such chain.

                                                   Exhibit 10.23

                         SJW CORP.

           SERP DEFERRED RESTRICTED STOCK AWARD

I.  PURPOSE

     The objective of the Deferred Restricted Stock Award (the
"Award") is to promote the long-term success of the SJW Corp.
(the "Corporation") by linking incentive opportunities for W.
Richard Roth ("Participant") to the performance of the
Corporation.

II.  ELECTION

     Participant must elect, by written notice to the
Corporation no later than one year prior to the later of
Participant's termination of employment or Participant's
attainment of age 55, the form of distribution of his award,
through completion of the Deferral Election Form.

III.  AWARD OF DEFERRED RESTRICTED STOCK

      A.  Grant Amount.  Participant hereby receives a grant of
the right to receive Thirteen Thousand Eight Hundred and Ninety
(13,890) shares of restricted stock (the "Initial Deferred
Restricted Stock Award ") under the Corporation's Long-Term
Incentive Plan (the "Plan").

     B.  Deferred Restricted Stock Account.  A "Deferred
Restricted Stock Account" will be established for the
Participant and all grants of Deferred Restricted Stock made to
the Participant shall be credited to such account.  The right to
receive shares credited to such account shall be an unfunded and
unsecured right of a general creditor.

IV.  DIVIDEND RIGHTS

     Each time a dividend is paid on Common Stock after the
Initial Deferred Restricted Stock Award is made to Participant,
the Participant will be credited with a dollar amount equal to
the dividend paid per share multiplied by the number of shares
previously credited to Participant's Deferred Restricted Stock
Account and not distributed as of the record date for the
dividend.  As of the first business day in January of each year,
the Deferred Restricted Stock Account will be credited with a
number of shares equal to (i) the cash dividend equivalent
amounts credited to Participant for the immediately preceding
year divided by (ii) the average of the fair market value of the
Common Stock on each of the dates in the immediately preceding
year on which dividends were paid.

V.  VESTING AND PAYMENT OF SHARES

    A.  The shares of Common Stock credited to the Deferred
Restricted Stock Account shall vest in thirty six (36) monthly
installments on the first day of each month measured from
January 1, 2003, provided the Participant continues in the
Corporation's employ through each such date.  Such shares of
Common Stock shall vest on an accelerated basis in the event the
Participant's employment is terminated by reason of death or
Disability, involuntarily terminated for any reason other than
"Good Cause" or voluntarily terminated for "Good Reason".  The
terms "Good Cause" and "Good Reason" shall have the meaning
assigned to such terms in the letter agreement dated June ____,
2003 between Participant and the Corporation concerning
Participant's continued employment with the Corporation.

     B.  Shares of Common Stock credited to Participant's
Deferred Restricted Stock Account as a result of dividend rights
under Section IV, above shall vest in the same manner as the
shares with respect to which the dividend rights were credited.

     C.  The Deferred Restricted Stock Account, to the extent
vested, shall be distributed upon the later of: (i) within
thirty (30) days following Participant's termination of
employment or (ii) upon Participant's attainment of age 55 in
the form of shares of Common Stock.  Payments shall be made in
the form of a single lump sum or in up to ten (10) annual
installments, as the Participant may elect in his Deferral
Election Form.

     D.  In the event that Participant's employment is
terminated under circumstances entitling Participant to
severance benefits under the Executive Severance Plan, then the
Deferred Restricted Stock Account will be immediately paid out
in full and any cash amounts not yet converted to shares of
Common Stock shall be distributed in cash.

VI.  WITHHOLDING

     The issuance of shares of Company Common Stock under the
Deferred Stock Account is subject to satisfaction of all tax
withholding obligations with respect to such shares.  In order
to satisfy all such tax withholding obligations, the number of
shares of Common Stock which Participant would otherwise are
entitled to receive will be reduced by that number of shares
which, as of the date of distribution, has an aggregate Fair
Market Value (as defined in the Plan) equal to the total amount
of tax withholding obligations applicable to the shares issuable
on that date.

VII.  DEFINED TERMS

      All capitalized terms in this Agreement shall have the
meaning assigned to them in the Plan and this document.

VIII.  MISCELLANEOUS

       This Award is made and granted pursuant to the Plan and
are in all respects limited by and subject to the terms of the
Plan, this agreement, the Executive Severance Plan, as
applicable to Section VI., and the Deferral Election Form.  The
terms of this Award as set forth herein supercede the terms of
the Award as set forth in the SERP Deferred Restricted Stock
Award agreement dated April 29, 2003.

                                   SJW CORP.

                                   By ________________________

                                   Title _____________________

AGREED AND ACCEPTED:

___________________________________
W. Richard Roth

Date: _____________________________

                         SJW CORP.

               NOTICE OF GRANT OF STOCK OPTION

     Notice is hereby given of the following option grant (the
"Option") to purchase shares of the Common Stock of SJW Corp.
(the "Corporation"):

     Optionee:  ___________________________________

     Grant Date: __________________________________

     Vesting Commencement Date: ___________________

     Exercise Price:  $__________________ per share

     Number of Option Shares:  _____________ shares

     Expiration Date:  ____________________________

     Type of Option:  ___ Incentive Stock Option
                      ___ Non-Statutory Stock Option

     Exercise Schedule:  The Option shall become exercisable for
twenty-five percent (25%) of the Option Shares upon Optionee's
completion of one (1) year of Service measured from the Vesting
Commencement Date and shall become exercisable for the balance
of the Option Shares in a series of three (3) successive equal
annual installments upon Optionee's completion of each
additional year of Service over the three (3) year period
measured from the first anniversary of the Vesting Commencement
Date, subject to the terms of the Stock Option Agreement
attached hereto as Exhibit A (the "Agreement").

     Other Benefits:  The Option shall include dividend
equivalent rights ("DERs") with respect to the Option Shares
until the earlier of April 29, 2007 or the date that the Option
is exercised.  The terms of the DERs are as set forth in the
Dividend Equivalent Rights Agreement attached hereto as Exhibit
B.

     Optionee understands and agrees that the Option and
corresponding DERs are granted subject to and in accordance with
the terms of the SJW Corp. Long-Term Incentive Plan (the
"Plan").  Optionee further agrees to be bound by the terms of
the Plan and the terms of the Agreement.  Optionee hereby
acknowledges the receipt of a copy of the official prospectus
for the Plan, dated April 15, 2003, in the form attached hereto
as Exhibit C.  A copy of the Plan is available upon request made
to the Corporate Secretary at the Corporation's principal
offices.

     Employment at Will:  Nothing in this Notice, in the
Agreement, Dividend Equivalent Rights Agreement or in the Plan
shall confer upon Optionee any right to continue in Service for
any period of specific duration or interfere with or otherwise
restrict in any way the rights of the Corporation (or any Parent
or Subsidiary employing or retaining Optionee) or of Optionee,
which rights are hereby expressly reserved by each, to terminate
Optionee's Service at any time for any reason, with or without
cause.

Definitions:  All capitalized terms in this Notice shall have
the meaning assigned to them in this Notice, in the Agreement,
in the Dividend Equivalent Rights Agreement, or in the Plan.

DATED: ________________

                             SJW CORP.

                             By:    ___________________________

                             Title:  __________________________

                             ________________________, OPTIONEE

                             Address:

ATTACHMENTS
Exhibit A - Stock Option Agreement
Exhibit B - Dividend Equivalent Rights Agreement
Exhibit C - Plan Summary and Prospectus

                          EXHIBIT B

                          SJW CORP.

                        STOCK OPTION

              DIVIDEND EQUIVALENT RIGHTS AGREEMENT
              ------------------------------------

RECITALS

     A.  The Board has adopted the Plan for the purpose of
retaining the services of selected Employees and non-employee
members of the Board (or the board of directors of any Parent or
Subsidiary).

     B.  Participant has been granted an Option under the Plan,
the Notice of Grant to which this Dividend Equivalent Rights
Agreement is attached as Exhibit B.

     C.  All capitalized terms in this Agreement shall have the
meaning assigned to them in the Plan and the Notice of Grant and
agreement governing the underlying Option ("Option Agreement").
NOW, THEREFORE, it is hereby agreed as follows:

         1.  An Option Deferred Stock Account will be
established for you with respect to the Option.

         2.  Each time a dividend is paid on Common Stock after
the Grant Date, you will be credited with a dollar amount equal
to the dividend paid per share multiplied by the number of
shares still subject to the Option (plus the number of shares
previously credited to your Option Deferred Stock Account) as of
the record date for the dividend; provided that no further
amounts will be credited after the earlier of the fourth
anniversary of the Grant Date or the exercise of the Option.

         3.  As of the first business day in January of each
year, your Option Deferred Stock Account will be credited with a
number of shares equal to (i) the cash dividend equivalent
amounts credited to you pursuant to paragraph 2 above in the
immediately preceding year divided by (ii) the average of the
Fair Market Value of the Common Stock on each of the dates in
the immediately preceding year on which dividends were credited.

         4.  The shares of Common Stock credited to your Option
Deferred Stock Account will vest in the same manner as the
Option Shares to which they are attributable and, to the extent
vested, shall be paid to you on the earlier of the fourth
anniversary of the Grant Date of the Option or earlier exercise
of the Option.  No shares of Common Stock credited to your
Option Deferred Stock Account shall be payable to the extent
that they do not vest.

         5.  This Agreement and the Dividend Equivalent Rights
evidenced hereby are made and granted pursuant to the Plan and
are in all respects limited by and subject to the terms of the
Plan and the Option Agreement.

                                                    Exhibit 31.1

                        CERTIFICATION

I, W. Richard Roth, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of SJW
Corp. (the "registrant"):

2.  Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not
misleading with respect to the period covered by this report.

3.  Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for,
the periods presented in this quarterly report;

4.  The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) for the registrant and have:

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

    b.  [Paragraph omitted pursuant to SEC Release Nos. 33-8238
and 34-47986];

    c.  Evaluated the effectiveness of the registrant's
disclosure controls and procedures and presented in this report
our conclusions 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

    d.  Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during
the registrant's most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial
reporting; and

5.  The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation, of internal
control over financial reporting, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent function):

    a.  all significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's auditors
any material weaknesses in internal controls; and

    b.  any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrant's internal controls.

Date:    August 8, 2003          /s/ W. RICHARD ROTH
                                 --------------------
                                 W. RICHARD ROTH
                                 President and Chief Executive
                                 Officer

                                                    Exhibit 31.2

                    CERTIFICATION PURSUANT TO
                     18 U.S.C. SECTION 1350
                     AS ADOPTED PURSUANT TO
           SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of SJW Corp. (the
"Company") on Form 10-Q for the quarterly period ended June 30,
2003, as filed with the Securities and Exchange Commission on the
date hereof (the "Report"), I, W. Richard Roth, President and
Chief Executive Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)  The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in
all material respects, the financial condition and results
of operations of the Company.

/s/ Angela Yip
- -------------------
ANGELA YIP
Chief Financial Officer and Treasurer
August 8, 2003

                                                    Exhibit 32.1

                    CERTIFICATION PURSUANT TO
                     18 U.S.C. SECTION 1350
                     AS ADOPTED PURSUANT TO
           SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of SJW Corp. (the
"Company") on Form 10-Q for the quarterly period ended June 30,
2003, as filed with the Securities and Exchange Commission on the
date hereof (the "Report"), I, W. Richard Roth, President and
Chief Executive Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)  The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in
all material respects, the financial condition and results
of operations of the Company.

/s/ W. Richard Roth
- -------------------
W. RICHARD ROTH
President and Chief Executive Officer
August 8, 2003

                                                    Exhibit 32.2

                    CERTIFICATION PURSUANT TO
                     18 U.S.C. SECTION 1350
                     AS ADOPTED PURSUANT TO
           SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of SJW Corp. (the
"Company") on Form 10-Q for the quarterly period ended June 30,
2003, as filed with the Securities and Exchange Commission on the
date hereof (the "Report"), I, W. Richard Roth, President and
Chief Executive Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)  The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in
all material respects, the financial condition and results
of operations of the Company.

/s/ Angela Yip
- -------------------
Angela Yip
Chief Financial Officer and Treasurer
August 8, 2003