CERTIFICATE OF OWNERSHIP AND MERGER

EXHIBIT 2.2

CERTIFICATE OF OWNERSHIP AND MERGER

of

CALIFORNIA WATER SERVICE GROUP

(a California corporation)

into

CALIFORNIA WATER SERVICE GROUP, INC.

(a Delaware corporation)


It is hereby certified that:

1. California Water Service Group (hereinafter called the "corporation")
is a corporation of the State of California, the laws of which permit a merger
of a corporation of that jurisdiction with a corporation of another
jurisdiction.

2. The corporation, as the owner of all the outstanding shares of stock
of California Water Service Group, Inc., hereby merges itself into California
Water Service Group, Inc., a corporation of the State of Delaware.

3. The following is a copy of the resolutions adopted on the 18th day of
November 1998, by the Board of Directors of the corporation to merge the
corporation into California Water Service Group, Inc.:

RESOLVED that the corporation be reincorporated in the State of
Delaware by merging itself into California Water Service Group,
Inc. pursuant to the laws of the State of California and the
State of Delaware as hereinafter provided, so that the separate
existence of the corporation shall cease as soon as the merger
shall become effective, and thereupon the corporation and
California Water Service Group, Inc. will become a single
corporation, which shall continue to exist under, and be
governed by, the laws of the State of Delaware.

RESOLVED that the terms and conditions of the proposed merger
are as follows:




(a) From and after the effective time of the merger, all of the
estate, property, rights, privileges, powers, and franchises of
the corporation shall become vested in and be held by California
Water Service Group, Inc. as fully and entirely and without
change or diminution as the same were before held and enjoyed by
the corporation and California Water Service Group, Inc. shall
assume all of the obligations of the corporation.

(b) Each share of common stock, $0.01 par value, of the
corporation which shall be issued and outstanding immediately
prior to the effective time of the merger shall be converted
into one issued and outstanding share of common stock, $0.01 par
value, of California Water Service Group, Inc., and, from and
after the effective time of the merger, the holders of all of
said issued and outstanding shares of common stock of the
corporation shall automatically be and become holders of shares
of California Water Service Group, Inc. upon the basis above
specified, whether or not certificates representing said shares
are then issued and delivered. Each share of Series "C"
preferred stock, $25 par value, of the corporation which shall
be issued and outstanding immediately prior to the effective
time of the merger shall be converted into one issued and
outstanding share of Series "C" preferred stock, $25 par value,
of California Water Service Group, Inc., and, from and after the
effective time of the merger, the holders of all of said issued
and outstanding shares of Series "C" preferred stock of the
corporation shall automatically be and become holders of shares
of California Water Service Group, Inc. upon the basis above
specified, whether or not certificates representing said shares
are then issued and delivered.

(c) After the effective time of the merger, each holder of
record of any outstanding certificate or certificates
theretofore representing common or Series "C" preferred stock of
the corporation may surrender the same to California Water
Service Group, Inc. at its office in San Jose, California and
such holder shall be entitled upon such surrender to receive in
exchange therefor a certificate or certificates representing an
equal number of shares of common or Series "C" preferred stock
of California Water Service Group, Inc. Until so surrendered,
each outstanding certificate which prior to the effective time
of the merger represented one or more shares of common or Series
"C" preferred stock of the corporation shall be




deemed for all corporate purposes to evidence ownership of an
equal number of shares of common or Series "C" preferred stock
to California Water Service Group, Inc.

(d) From and after the effective time of the merger, the
Certificate of Incorporation and the Bylaws of California Water
Service Group, Inc. shall be the Certificate of Incorporation
and the Bylaws of California Water Service Group, Inc. as in
effect immediately prior to such effective time, except that the
name of the surviving corporation shall be changed from
California Water Service Group, Inc. to California Water Service
Group. The total assets of the surviving corporation are not
less than $10,000,000.

(e) The members of the Board of Directors and officers of
California Water Service Group, Inc. shall be the members of the
Board of Directors and the corresponding officers of the
California Water Service Group, Inc. immediately before the
effective time of the merger.

(f) From and after the effective time of the merger, the assets
and liabilities of the corporation and of California Water
Service Group, Inc. shall be entered on the books of California
Water Service Group, Inc. at the amounts at which they shall be
carried at such time on the respective books of the corporation
and of California Water Service Group, Inc., subject to such
inter-corporate adjustments or eliminations, if any, as may be
required to give effect to the merger; and, subject to such
action as may be taken by the Board of Directors of California
Water Service Group, Inc., in accordance with generally accepted
accounting principles, the capital and surplus of California
Water Service Group, Inc. shall be equal to the capital and
surplus of the corporation and of California Water Service
Group, Inc.

RESOLVED that, in the event that the proposed merger shall not
be terminated, the proper officers of the corporation be and
they hereby are authorized and directed to make and execute a
Certificate of Ownership and Merger setting forth a copy of
these resolutions to merge itself into California Water Service
Group, Inc. and the date of adoption thereof, and to cause the
same to be filed and recorded as provided by law, and to do all
acts and things whatsoever, within the States of California and
Delaware in any other appropriate jurisdiction, necessary or
proper to effect this merger.




4. The proposed merger herein certified has been adopted, approved,
certified, executed, and acknowledged by California Water Service Group in
accordance with the laws under which it is organized.

Dated: September 21, 1999


CALIFORNIA WATER SERVICE GROUP

By: /s/ Paul G. Ekstrom
---------------------------------
Paul G. Ekstrom, Secretary