Exhibit 10.24

                        AMENDMENT NO. 1 TO LOAN AGREEMENT


      This  Amendment  No. 1 (the  "Amendment")  dated as of June 25,  2003,  is
between Bank of America,  N.A. (the "Bank") and California Water Service Company
(the "Borrower").

RECITALS

      A.  The  Bank  and the  Borrower  entered  into a  certain  Business  Loan
Agreement dated as of February 28, 2003 (together with any previous  amendments,
the "Agreement").

      B. The Bank and the Borrower desire to amend the Agreement.

                                    AGREEMENT

      1.  Definitions.  Capitalized terms used but not defined in this Amendment
shall have the meaning given to them in the Agreement.

      2. Amendments. The Agreement is hereby amended as follows:

            2.1   Subparagraph 1.1(a) of the Agreement is amended to read in its
                  entirety as follows:

                  (a)   During the availability period described below, the Bank
                        will  provide  a line of  credit  to the  Borrower.  The
                        amount  of the  line of  credit  (the  "Facility  No.  1
                        Commitment") is the amount indicated for each period set
                        forth below:

                              Period                           Commitment Amount
                              ------                           -----------------

                              From the date of this Agreement
                              through January 3, 2004            $55,000,000

                              On January 4, 2004 and
                              thereafter                         $45,000,000"

            2.2   Paragraph  7.3 of the  Agreement  is  amended  to  read in its
                  entirety as follows:

                  7.3 Out of Debt Periods and Reduction of Debt Periods.

                  (a)   Out of Debt  Periods.  Commencing as of the date of this
                        Agreement,  not to permit  the  passage of any period of
                        twenty-four  (24)  consecutive  months  during which the
                        Borrower fails to repay in full the advances outstanding
                        under  Facility  No. 1 for a period  of at least  thirty
                        (30) consecutive days.


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                  (b)   Reduction of Debt Periods.  Commencing as of the date of
                        this Agreement,  not to permit the passage of any period
                        of  twelve  (12)  consecutive  months  during  which the
                        Borrower   fails  to  reduce  the  amount  of   advances
                        outstanding  under  Facility  No. 1 to not more than Ten
                        Million Dollars  ($10,000,000)  for a period of at least
                        thirty (30) consecutive days."


         3.  Representations  and  Warranties.  When  the  Borrower  signs  this
Amendment,  the Borrower  represents and warrants to the Bank that: (a) there is
no event  which is, or with  notice or lapse of time or both would be, a default
under the  Agreement  except those events,  if any, that have been  disclosed in
writing to the Bank or waived in writing  by the Bank,  (b) the  representations
and  warranties in the Agreement are true as of the date of this Amendment as if
made on the date of this  Amendment,  (c) this  Amendment does not conflict with
any law,  agreement,  or obligation by which the Borrower is bound, and (d) this
Amendment is within the Borrower's  powers,  has been duly authorized,  and does
not conflict with any of the Borrower's organizational papers.

         4. Effect of Amendment.  Except as provided in this  Amendment,  all of
the terms and conditions of the Agreement shall remain in full force and effect.

         5.. Counterparts.  This Amendment may be executed in counterparts, each
of which when so executed shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument.

         6.  FINAL  AGREEMENT.  This  written  Amendment  represents  the  final
agreement  between and among the parties hereto and may not be  contradicted  by
evidence of prior,  contemporaneous,  or subsequent oral  agreements  between or
among the parties.  There are no unwritten oral agreements  between or among the
parties.

         This  Amendment  is executed as of the date stated at the  beginning of
this Amendment.


  California Water Service Company        Bank of America, N.A.
  --------------------------------        ---------------------

By:                                       By: /s/ John C. Plecque
- ---------------------------------------   --------------------------------------
    Richard D. Nye, Vice President/CFO       John C. Plecque, Senior Vice
                                             President


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