EXHIBIT 10.39

EXxhibit 10.39

CALIFORNIA WATER SERVICE GROUP
OUTSIDE DIRECTOR
STOCK OPTION GRANT NOTICE
EQUITY INCENTIVE PLAN

California Water Service Group (the "Company"), pursuant to its Equity Incentive
Plan (the "Plan"), hereby grants to Optionholder, an Outside Director of the
Company, an option to purchase the number of shares of the Company's Common
Stock set forth below ("Shares"). This option is subject to all of the terms and
conditions as set forth herein and in the Stock Option Agreement, the Plan and
the Notice of Exercise, all of which are attached hereto and incorporated herein
in their entirety.

Optionholder:
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Date of Grant:
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Vesting Commencement Date:
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Number of Shares Subject to Option:
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Exercise Price (Per Share):
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Total Exercise Price:
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Expiration Date:
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Type of Grant: Nonstatutory Stock Option

Exercise Schedule: Vested Shares exercisable only after termination of
Continuous Service, subject to the exercise term
specified in the Stock Option Agreement

Vesting Schedule: [ ] 100% of the Shares vest ___ years after the Vesting
Commencement Date

[ ] The Shares vest annually over ___ years after the
Vesting Commencement Date

[ ] The Shares vest quarterly over ___ years after the
Vesting Commencement Date

[ ] The Shares vest monthly over ___ years after the
Vesting Commencement Date

[ ] ___% of the Shares vest on the first anniversary of
the Vesting Commencement Date; thereafter, the Shares
vest [ ] monthly [ ] quarterly
[ ] annually, over ___ years

Vesting is contingent upon completion of Continuous Service;
annual, quarterly or monthly vesting is at an equal rate over the
vesting period.

Payment: By one or a combination of the following items (described in the
Stock Option Agreement): (i) by cash or check, (ii) pursuant to a
Regulation T Program if the Shares are publicly, or (iii) by
delivery of already-owned shares if the Shares are publicly traded

Additional Terms/Acknowledgements: The undersigned Optionholder acknowledges
receipt of, and understands and agrees to, this Grant Notice, the Stock Option
Agreement and the Plan. Optionholder further acknowledges that as of the Date of
Grant, this Grant Notice, the Stock Option Agreement and the Plan set forth the
entire understanding between Optionholder and the Company regarding the
acquisition of stock in the Company and supersede all prior oral and written
agreements on that subject with the exception of (i) options previously granted
and delivered to Optionholder under the Plan, and (ii) the following agreements
only:

OTHER AGREEMENTS:



CALIFORNIA WATER SERVICE GROUP OPTIONHOLDER:

By:
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Signature Signature

Title: Date:
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Date:
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ATTACHMENTS: Stock Option Agreement, Equity Incentive Plan, and Notice of
Exercise