AMEND. TO CAL. WATER SUPP. EXEC. RETIREMENT PLAN

Published on March 16, 1999



EXHIBIT 10.22

AMENDMENT NUMBER TWO
TO THE
CALIFORNIA WATER SERVICE COMPANY
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
EFFECTIVE JANUARY 1, 1999
-----------------------------------------


THE CALIFORNIA WATER SERVICE COMPANY SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN IS
HEREBY AMENDED ON JANUARY 1, 1999 AS FOLLOWS:


1. Paragraph 5.2 of the Plan is deleted and replaced with the following new
Paragraph 5.2:

Early Retirement Benefit. If a Participant retires early on or after age 55
and prior to age 65, the monthly benefit shall be calculated in accordance
with Section 5.1 and reduced to the following amounts:



Age at Percentage of
Retirement Monthly Benefit

60 and over 100%

59 95

58 90

57 85

56 80

55 74


Reductions according to the above table shall be prorated for full months
of age.

IN WITNESS WHEREOF, this amendment is executed by a duly authorized officer
on the 27th day of January, 1999.

CALIFORNIA WATER SERVICE COMPANY




By /s/ Gerald F. Feeney
---------------------------------
Gerald F. Feeney



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Vice President, Chief Financial
Officer and Treasurer

By /s/ Christine L. McFarlane
------------------------------------
Christine L. McFarlane
Vice President, Human Resources



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