UPLOAD: SEC-generated letter

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE

Mail Stop 3561
February 8, 2008

Peter C. Nelson
President and CEO
California Water Service Group
1720 North First Street
San Jose, California 95112

Re: California Water Service Group
Form 10-K for the Fiscal Year Ended December 31, 2006
Filed March 14, 2007
Forms 10-Q for the Quarters Ended March 31, 2007, June 30, 2007
and
September 30, 2007
Definitive Schedule 14A
Filed March 14, 2007
File No. 1-13883


Dear Mr. Nelson:

We have reviewed your filings and have the following
comments.
You should comply with the comments in all future filings, as
applicable. Please confirm in writing that you will do so, and
also
explain to us how you intend to comply. If you disagree, we will
consider your explanation as to why our comments are inapplicable
or
a revision is unnecessary. Please be as detailed as necessary in
your explanation. After reviewing this information, we may raise
additional comments.

Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2006

Part IV
Item 15. Exhibits, Financial Statement Schedules
1. We note your response to prior comment three to our letter
dated
December 19, 2007 and reissue the comment. Please file an amended
Form 10-K with the appropriate Exhibit 32 referring to the Form
10-K.

Definitive Schedule 14A filed March 14, 2007
Compensation Discussion and Analysis, page 14
2. We note your response to prior comment five to our letter dated
December 19, 2007. Please explain to us how you intend to comply.



* * *


As appropriate, please amend your filings and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information. Detailed cover letters
greatly
facilitate our review. Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

Please contact James Lopez, Senior Staff Attorney, at (202)
551-3536, or me at (202) 551-3720 if you have any questions
regarding
your filing or this review.


Sincerely,



H. Christopher Owings
Assistant Director

cc: Matthew McCardell
Fax: (415) 374-8453

Peter C. Nelson
California Water Service Group
February 8, 2008
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