EXHIBIT 3.1


                         CALIFORNIA WATER SERVICE GROUP

                               BYLAW AMENDMENTS OF
                                JANUARY 26, 2000



         1.       New section 2.8:

                  2.8      DIRECTOR CONFLICT OF INTEREST.

                  (a) In order to protect the best interests of the stockholders
                  of the corporation, no person shall be qualified to be elected
                  as a director of the corporation or be qualified to continue
                  to serve as a director of the corporation if it is determined
                  in accordance with this Section 2.8 that such person is (i) an
                  owner, part owner, stockholder, partner, member, director,
                  officer, manager, employee of or consultant to, or otherwise
                  has a fiduciary duty to, any Strategic Competitor or (ii) an
                  owner, part owner, stockholder, partner, member, director,
                  officer, manager, employee of or consultant to, or otherwise
                  has a fiduciary duty to, any business organization that
                  beneficially owns five percent or more of the voting
                  securities or five percent or more of the equity securities of
                  a Strategic Competitor.

                  (b) For purposes of this Section 2.8, a "Strategic Competitor"
                  is any business organization (whether a corporation,
                  partnership, limited liability company, proprietorship or any
                  other form) whose activities, products or services are
                  competitive with those of the corporation or its subsidiaries
                  and which, in the opinion of a majority of the corporation's
                  Board of Directors, would obtain an unfair competitive
                  advantage over the corporation if it were to receive
                  disclosure of the substance of any nonpublic deliberations by
                  the corporation's Board of Directors.

                  (c) Notwithstanding the foregoing, a director or nominee for
                  director may make a passive investment in a Strategic
                  Competitor the shares of which are publicly traded if such
                  investment constitutes less than five percent of the voting
                  securities and less than five percent of the equity securities
                  of such enterprise and has a market value not greater than
                  $100,000. Such investment alone

                  shall not make a person ineligible to become or remain a
                  director of the corporation.

                  (d) In furtherance of the foregoing, each person elected as a
                  director of the corporation shall enter into a confidentiality
                  agreement with the corporation in the form provided by the
                  corporation.

                  (e) Any person who, at the time he or she is a nominee for a
                  position as a director of the corporation, fails to qualify
                  under the provisions of this Section 2.8 or to enter into or
                  comply with the terms of such confidentiality agreement, as
                  determined by a majority of the directors in office
                  immediately prior to any such election (exclusive of the
                  nominee under consideration), shall no longer qualify as a
                  nominee for director and shall not be elected as a director of
                  the corporation, irrespective of any vote of the stockholders
                  of the corporation. The chairman of the Board of Directors is
                  authorized to instruct the inspector of elections to disregard
                  any votes or proxies voted in favor of any person at any
                  meeting or otherwise, and the inspector of elections shall
                  comply with any such instruction.

                  (f) Any director of the corporation who, at any time during
                  his/her term of office, fails to qualify under the provisions
                  of this Section 2.8 or to enter into or comply with the terms
                  of such confidentiality agreement, in each case as determined
                  by a majority of the directors (exclusive of the director
                  under consideration), shall automatically be removed for cause
                  and shall cease to be a director of the corporation, without
                  any vote of the stockholders of the corporation. The chairman
                  of the Board of Directors is authorized to instruct the
                  secretary of the corporation to certify the removal for cause
                  of any person as a director if such person ceases to be
                  eligible to serve as a director under the terms of this
                  Section 2.8, and the secretary shall comply with any such
                  instruction.

                  (g) Subsection (f) of this Section 2.8 shall not apply to
                  directors in office on the date of the adoption of Section 2.8
                  with respect to relationships and conflicts in existence on
                  such date. Subsection (f) shall apply to existing directors
                  with respect to relationships and conflicts that arise after
                  the date of the adoption of this Section 2.8.

                  (h) This Section 2.8 is intended to prescribe certain
                  qualifications for directors as authorized by Section 141 of
                  the Delaware General Corporation Law.


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         2.       New subsection Section 2.7(c):

                  (c) A director shall be deemed to be removed for cause if such
                  person ceases to be eligible to serve as a director under the
                  terms of Section 2.8.



         3.       New language to be added at the end of Section
                  11.17(a)(2)(A):

                  ", and information confirming that such person is qualified
                  under Section 2.8 of these bylaws to be elected and serve as a
                  director."


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