ADMENDMENT NO.1 TO LOAN AGREEMENT

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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