Population growth and increases in the amount of water used have caused increased stress on surface water supplies and groundwater basins. The importation of water from the Colorado River, one of GSWC’sour California utility’s important sources of supply is expected to decrease in future yearshas decreased due to the requirementsimplementation of the CAP and other limitations onCalifornia 4.4 Plan which limits the amount of water that the MWD is entitled to take from the Colorado River. In addition, new court-ordered pumping restrictions on water obtained from the Sacramento-San Joaquin Delta are expected to decrease the amount of water MWD is expectedable to increase its effortsimport from northern California. We are cooperating with MWD to secure additional supplies from conservation, desalination and water exchanges with the agricultural water users, but we doit is not knowknown to what extent these expectationsefforts will be fulfilled.successful and sustainable.

CCWCOur Arizona utility obtains its water supply from operating wells and from the Colorado River through the CAP. CCWC’sIts water supply may be subject to interruption or reduction if there is an interruption or reduction in CAP water.water supplies available to CAP. In addition, CCWC’sits ability to provide water service to new real estate developments is dependent upon CCWC’sits ability to meet the requirements of the Arizona Department of Water Resources regarding the Company’sits assured water supply account.

Water shortages maymay:

• Adversely affect us in a variety of ways:

  ·                     They adversely affectour supply mix, byfor instance, causing us to rely onmore reliance upon more expensive purchased water sources

• ·                     They adverselyAdversely affect our operating costs, for instance, by increasing the cost of producing water from more highly contaminated aquifers

• ·                     They may resultResult in an increase in our capital expenditures, for buildingexample, by requiring the construction of pipelines to connect to alternative sources of supply, new wells to replace those that are no longer in service or are otherwise inadequate to meet the needs of our customers and reservoirs and other facilities to conserve or reclaim water

  
  

• Adversely affect the volume of water sold as a result of mandatory or voluntary conservation efforts by customers

We may be able to recover increased operating and constructioncapital costs for our regulatedpublic utility systems through the ratemaking process. We intend to implement in November 2008 a modified supply cost balancing account to track and recover costs from our supply mix changes, as authorized by the CPUC. We may also be able to recover certain of these costs from certain third parties that may be responsible, or potentially responsible, for groundwater contamination.

Our liquidity, and in certain circumstances, earnings, may be adversely affected by increases in electricity and natural gas prices in California

MostWe purchase most of our electric energy sold to customers in our Bear Valley Electricelectric customer service area is purchased from others under contracts that expire at the end of 2008 at an average price of $74.65 per MWh.purchased power contracts. In addition to the purchased power contracts, we also buypurchase additional energy from the spot market to meet peak demand anddemand. We may sell surplus power to the spot market.market during times of reduced energy demand. We also operate a natural gas-fueled 8.4 MW generator. We are currentlymegawatt generator in our electric service area.

During the energy crisis in late 2000 and 2001, we incurred approximately $23.1 million of additional energy purchase costs that were not covered in rates. The CPUC authorized a surcharge of 2.2¢ per kilowatt hour from our customers through August 2011 to fully recover ourthis under-collected balance. Based on projected electricity sales, we expect to recover all of this under-collected balance by August 2011. In addition, the CPUC authorized recovery of energy purchase costs from ratepayerscustomers, up to an annual weighted average cost of $77 per MWh each year through August 2011. GSWC isWe are required to write-off costs in excess of this cap. As a result, GSWC is currentlywe are at risk for increases in spot market prices of electricity that it purchasespurchased and for decreases in spot market prices for electricity that it sells. In addition, GSWC is permitted to collect a surcharge from its customers of 2.2¢ per kilowatt hour through August 2011 to recover the under-collection in the electric balancing account incurred by GSWC duringsold.

7

We have purchased directors and officers insurance policies to protect you in the event of unsolicited offers to acquire our company and other coercive takeover tactics, which in the opinionprovide protection against certain liabilities of our board of directors could impair its ability to represent shareholder interests.  The provisions of the rights agreement may render an unsolicited takeover more difficult or less likely to occur or may prevent such a takeover, even though that takeover may offer our shareholders the opportunity to sell their shares at a price above the prevailing market rate and may be favored by a majorityofficers. We have also entered into written agreements with each of our shareholders.

Preferred Shares

We may issue preferred shares from time to time in one or more series.  We may also issue fractional shares of preferred shares that will be represented by depositary sharesdirectors and receipts.

Beforeofficers incorporating the issuance of shares of any series of preferred shares, our board of directors is required to adopt resolutions and file a certificate of determination with the Secretary of State of the State of California. The certificate of determination fixes the designation and number of shares of the series and their rights, preferences, privileges and restrictions, including, but not limited to the following:

·the title,

·voting rights,

·any rights and terms of redemption, including sinking fund provisions,

·dividend rates, periods and or payment dates or methods of calculation, as applicable,

·whether dividends are cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate,

·the relative ranking and preference as to dividend rights and rights upon the liquidation, dissolution or winding up of our affairs,

·the terms and conditions, if applicable, upon which the preferred shares will be convertible into common shares, including the conversion price, or manner of calculation and conversion period,

·liquidation preferences,

·any limitations on issuance of any class or series ranking senior or on a parity as to dividend rights and rights upon liquidation, dissolution or winding up of our affairs, and

·any other specific terms, preferences, rights, limitations or restrictions.

We will also set forth in a prospectus supplement the following terms relating to the series of preferred shares being offered:

·the number of preferred shares we are offering and the offering price per share,

·the procedures for any auction or remarketing of the preferred shares, if applicable,

·any listing of the preferred shares on any securities exchange, and

·a discussion of any applicable materials and/or special United States federal income tax considerations.

Certain Provisions of our Articles and Bylaws

Certainindemnification provisions of our articles of incorporation and bylaws may delay or make more difficult acquisitions or changes of control of our company.  Certain of these provisions may also have the affect of preventing changes in our management.  The following summary of certain of these provisions is not complete and you should look at our articles of incorporation and bylaws, which we have filed with the SEC.Bylaws.

Classified Board.  Our articles of incorporation provideInsofar as indemnification for the classification of our board of directors into up to three classes (depending upon the number of directors), each consisting of a number of directors as nearly equal as practicable.  Our board of directors currently has two classes.  So long as the board remains classified into two classes, a minimum of two annual meetings of shareholders would generally be required to replace our entire board, absent intervening vacancies.

Business Combinations.  Our articles of incorporation also provide that certain business combinations and sales of substantially all of our assets must be approved either by the affirmative vote of a majority of our continuing directors or by the affirmative vote of at least two-thirds of the combined voting power of our outstanding shares, voting together as a single class, in addition to any other approvals required by applicable law.  In addition, any amendments to our bylaws relating to the calling of shareholders’ meetings, the bringing of business at shareholders’ meetings or amending the provisions of our articles of incorporation described in this paragraph and the preceding paragraph must be approved by at least two-thirds of the combined voting power of our outstanding shares, voting together as a single class.

Certain Provisions of State Law

Certain provisions of state law may delay or make more difficult acquisitions or changes in control of our company. Certain of these provisions are summarized below.

Under California law, if a tender offer or a written proposal for approval of a reorganization of a corporation or a sale of substantially all of its assets is made by an “interested party”, the person making the offer must deliver an affirmative opinion to each shareholder in writing as to the fairness of the consideration to be received by the shareholders.  The term “interested party” means a person who is a party to the transaction and who:

·                  directly or indirectly controls the corporation that is the subject of the tender offer or proposal,

·                  is, or is directly or indirectly controlled by, an officer or director of the corporation, or

·                  is an entity in which a material financial interest is held by any director or executive officer.

In addition, no person may acquire or control, either directly or indirectly, any public utility in the states of Arizona, California, Maryland, Texas or Virginia without prior approval of the utility regulatory commissions in each of these states.  A business combination involving the Company would result in the acquisition of control of each of our regulated utility subsidiaries.

DESCRIPTION OF DEPOSITARY SHARES

We may from time to time issue fractional preferred shares that will be represented by depositary shares and receipts issued pursuant to a deposit agreement.  We have included a form of deposit agreement as an exhibit to the registration statement.  The following summary of the general terms of the deposit agreement is not complete.  You should look at the deposit agreement and any amendments thereto or to our articles of incorporation setting forth the terms of the preferred shares we may file with the SEC.

General

If we elect to offer fractional interests in a series of preferred shares, a depositary will issue receipts for depositary shares, each of which will represent fractional interests of a particular series of preferred shares.  The depositary will hold the preferred shares under the terms of the deposit agreement.  The depositary will be a bank or trust company selected by us.  Subject to the terms of the deposit agreement, you will be entitled to all the rights and preferences of the preferred shares underlying such depositary shares in proportion to your fractional interest in the preferred shares.  Those rights include dividend, voting, redemption, conversion and liquidation rights.

The depositary shares will be evidenced by depositary receipts issued under the deposit agreement.  The terms of the depositary shares, depositary receipts and preferred shares will be described in the applicable prospectus supplement.

The deposit agreement will contain provisions relating to adjustments in the fraction of preferred shares represented by a depositary share in the event of a split-up, combination or other reclassification of the preferred shares or upon any recapitalization, merger or sale of substantially all of our assets as an entirety.

Upon surrender of depositary receipts at the office of the depositary, payment of the charges provided in the deposit agreement and satisfaction of other conditions in the deposit agreement, the

depositary will deliver to you the whole preferred shares of the series underlying the depositary shares evidenced by the depositary receipts.  There may, however, be no market for the underlying series of preferred shares.  Once you have withdrawn the underlying series of preferred shares from the depositary, you may not redeposit them.

Dividends and Other Distributions

The depositary will distribute all cash dividends or other cash distributions received for any applicable series of preferred shares to you in proportion to the number of depositary shares outstanding on the record date.  The depositary will distribute only such amount as can be distributed without attributing to you a fraction of one cent.  The balance not distributed to you will be added to and treated as part of the next sum received by the depositary for distribution to you.

If there is a distribution other than in cash, the depositary will distribute property received by it to you in proportion, insofar as possible, to the number of depositary shares outstanding, unless the depositary determines (after consultation with us) that it is not feasible to make such distribution.  If this occurs, the depositary may, with our approval, sell such property and distribute the net proceeds from the sale to you.

The deposit agreement will also contain provisions relating to how any subscription or similar rights offered by us to you will be made available to you.

All amounts distributed to you will be reduced by any amount required to be withheld by us on account of taxes and other governmental charges.

Conversion and Exchange

If any series of preferred shares underlying the depositary shares is subject to conversion or exchange, you will have the right or obligation to convert or exchange the depositary shares represented by such depositary receipts.

Redemption of Depositary Shares

If a series of the preferred shares underlying the depositary shares is subject to redemption, the depositary will redeem the depositary shares from the proceeds received by it as a result of the redemption.  The depositary will mail notice of redemption to you not less than 30 and not more than 60 days prior to the date fixed for redemption at your address appearing in the depositary’s books.  The redemption price per depositary share will be equal to the applicable fraction of the redemption price per share payable to you on such series of the preferred shares.  Whenever we redeem shares of any series of preferred shares held by the depositary, the depositary will redeem as of the same redemption date, the number of depositary shares representing the applicable series of preferred shares.  If less than all the depositary shares are to be redeemed, the depositary will select the depositary shares to be redeemed by lot or pro rata as determined by the depositary (subject to rounding to avoid fractions of depositary shares).

After the date fixed for redemption, the depositary shares called for redemption will no longer be outstanding.  When the depositary shares are no longer outstanding, all of your rights will cease, except your right to receive money, securities or other property payable upon such redemption and any money, securities or other property that you were entitled to receive upon such redemption upon surrender to the depositary of the depositary receipts evidencing your depositary shares.

Global Depositary Receipts

Unless otherwise indicated in the applicable prospectus supplement, we will issue the depositary receipts in book-entry form.  We will deposit the global depositary receipts with the depositary as custodian for DTC and registered in the name of Cede & Co., as nominee of DTC.  DTC will maintain the global depositary receipts through its book-entry facilities as described under “Debt Securities-Global Debt Securities.”

Under the terms of the deposit agreement, we and the depositary may treat the persons in whose names any depositary receipts, including the depositary receipts, are registered as the owners thereof for the purpose of receiving payments and for any and all other purposes whatsoever.  Therefore so long as DTC or its nominee is the registered owner of the global depositary receipts, DTC or such nominee will be considered the sole holder of outstanding depositary receipts under the deposit agreement.  We or the depositary may give effect to any written certification, proxy or other authorization furnished by DTC or its nominee.

The laws of some jurisdictions may require that some purchasers of securities take physical delivery of securities in definitive form. Those laws may impair the ability to transfer or pledge beneficial interests in depositary receipts.

A global depositary receipt may not be transferred except as a whole by DTC, its successors or their respective nominees.  Interests of beneficial owners in the global depositary receipt may be transferred or exchanged for definitive depositary receipts in accordance with the rules and procedures of DTC.

Upon surrender by DTC or its nominee of a global depositary receipt, depositary receipts in definitive form will be issued to each person that DTC or its nominee identifies as being the beneficial owner of the related global depositary receipt.

Under the trust agreement, the holder of any global depositary receipt may grant proxies and otherwise authorize any person, including its participants and persons who may hold interests through DTC participants, to take any action which a holder is entitled to take under the deposit agreement.

Voting of Preferred Shares

Upon receipt of notice of any meeting at which you are entitled to vote, the depositary will mail the information contained in the notice of such meeting to you. You may instruct the depositary on the exercise of your voting rights. The depositary will try, if practical, to vote the number of shares of preferred shares underlying your depositary shares according to your instructions. We agree to take all reasonable action required by the depositary in order to enable the depositary to do so. The depositary will abstain from voting, or giving consents with respect to, preferred shares to the extent it does not receive specific instructions from you.

Amendment and Termination of Depositary Agreement

We may amend the form of depositary receipt evidencing the depositary shares and any provision of the deposit agreement.  However, any amendment that imposes or increases fees, taxes or charges upon you or otherwise materially and adversely alters your rights will not be effective unless approved by the record holders of at least a majority of the depositary shares then outstanding.  Notwithstanding the foregoing, no amendment may impair your right to receive any moneys or property to which you are entitled under the terms of the depositary receipts or deposit agreement at the times and in the manner and amount provided therein.

A deposit agreement may be terminated by us or the depositary only if:

·                  all related outstanding depositary shares have been redeemed,

·                  there has been a final distribution of the preferred shares of the relevant series in connection with our liquidation, dissolution, or winding up and such distribution has been distributed to you, and

·                  the depositary shares relate to a series of preferred shares that is convertible into other securities and all of the outstanding depositary shares have been so converted.

Charges of Depositary

We will pay all transfer and other taxes and governmental chargesliabilities arising solely from the existence of the depositary arrangements.  We will pay associated charges of the depositary for the initial deposit of any series of preferred shares and any redemption or withdrawal by us of any series of preferred shares.  You must pay transfer and other taxes and governmental charges and such other charges as are stated in the deposit agreement to be for your account.

Resignation and Removal of Depositary

The depositary may resign by delivering notice to us, and we may remove the depositary.  Resignations or removals will take effect upon the appointment of a successor depositary and its acceptance of such appointment.  The successor depositary must be appointed within 60 days after delivery of the notice of resignation or removal.

Miscellaneous

The depositary will forward to you all reports and communications from us that are delivered to the depositary and that we must furnish to you as the holder of the preferred shares or depositary receipts.

Neither the depositary or any of its agents, the registrar nor us will be:

·                  liable if it is prevented or delayed by law or any circumstance beyond its control in performing its obligations under the deposit agreement,

·                  subject to any liability under the deposit agreement to you other than for its gross negligence or willful misconduct, or

·                  obligated to prosecute or defend any legal proceeding in respect of depositary receipts, depositary shares or any series of preferred shares, unless satisfactory indemnity is furnished by you.

We and the depositary may rely upon written advice of counsel or accountants, or information provided by persons presenting preferred shares for deposit, holders of depositary shares, or other persons believed by us to be competent and on documents believed to be genuine.

PLAN OF DISTRIBUTION

We may sell the securities covered by this prospectus from time to time.  Registration of the securities covered by this prospectus does not mean, however, that those securities will necessarily be offered or sold.

We may sell the securities separately or together:

·through one or more underwriters or dealers in a public offering and sale by them,

·directly to investors, or

·through agents.

We may sell the securities from time to time:

·in one or more transactions at a fixed price or prices, which may be changed from time to time,

·at market prices prevailing at the times of sale,

·at prices related to such prevailing market prices, or

·at negotiated prices.

We will describe the method of distribution of the securities and the terms of the offering in the prospectus supplement.

If underwriters are used in the sale of any securities, the securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions described above.  The securities may be either offered to the public through underwriting syndicates represented by managing underwriters, or directly by underwriters.  Generally, the underwriters’ obligations to purchase the securities will be subject to conditions precedent and the underwriters will be obligated to purchase all of the securities if they purchase any of the securities.

We may authorize underwriters, dealers or agents to solicit offers by certain purchasers to purchase the securities from us at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future.  The contracts will be subject only to those conditions set forth in the prospectus supplement, and the prospectus supplement will set forth any commissions we pay for solicitation of these contracts.

We may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions.  If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions.  If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock.  The third party in such sale transactions will be an underwriter and will be identified in the applicable prospectus supplement or in a post-effective amendment.

Underwriters, dealers and agents may be entitled to indemnification by us against certain civil liabilities, including liabilities under the Securities Act, or to contribution with respect to payments made by the underwriters, dealers or agents, under agreements between us and the underwriters, dealers and agents.

We may grant underwriters who participate in the distribution of securities an option to purchase additional securities in connection with the distribution.

Underwriters, dealers or agents may receive compensation in the form of discounts, concessions or commissions from us or our purchasers, as their agents in connection with the sale of securities.  These underwriters, dealers or agents may be considered to be underwriters under the Securities Act of 1933.

As a result, discounts, commissions or profits on resale received by the underwriters, dealers or agents1933 may be treated as underwriting discounts and commissions.  The prospectus supplement will identify any such underwriter, dealerpermitted to directors, officers or agent and describe any compensation received by them from us.  In no event willpersons controlling us pursuant to the aggregate discounts, concessions and commissions to any underwriters, dealers or agents exceed eight percentforegoing, we have been informed that, in the opinion of the gross proceeds.  Any initialSecurities and Exchange Commission, such indemnification if against public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.

Our common shares are listed on the New York Stock Exchange.  Unless otherwise specifiedpolicy is expressed in the related prospectus supplement, all securities we offer, other than common shares, will be new issues of securities with no established trading market.  Any underwriter may make a market in these securities, but will not be obligated to do so and may discontinue any market making at any time without notice.  We may apply to list any series of debt securities, preferred shares or depositary receipts on an exchange, but we are not obligated to do so.  Therefore, there may not be liquidity or a trading market for any type or series of securities.

Any underwriter may engage in overallotment transactions, stabilizing transactions, short-covering transactions and penalty bids in accordance with Regulation M under the Securities Exchange Act of 1934.  Overallotment involves sales in excess of the offering size, which create a short position.  Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.  Short covering transactions involve purchases of the securities in the open market after the distribution1933 and is completed to cover short positions.  Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased in a covering transaction to cover short positions.  Those activities may cause the price of the securities to be higher than it would otherwise be.  If commenced, the underwriters may discontinue any of the activities at any time.  We make no representation or prediction as to the direction or magnitude of any effect that such transactions may have on the price of the securities.therefore unenforceable.

Underwriters, dealers or agents who may become involved in the sale of our securities may engage in transactions with and perform other services for us in the ordinary course of their business for which they receive compensation.

LEGAL MATTERS

O’Melveny & Myers LLP will pass on the validity of the securities offered by this prospectus for the Company. If counsel for any underwriters passes on legal matters in connection with an offering of our securities described in this prospectus, we will name that counsel in the prospectus supplement relating to that offering.

EXPERTS

The consolidated financial statements of American States Water Company and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2005 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-3 under the Securities Act of 1933 with respect to the securities offered by this prospectus. This prospectus does not contain all the information set forth in the registration statement and the exhibits and schedules thereto. For further information about us and the securities, we refer you to the registration statement and to the exhibits and schedules filed with it. Statements contained in this prospectus as to the contents of any contract or other

documents referred to are not necessarily complete. We refer you to those copies of contracts or other documents that have been filed as exhibits to the registration statements,statement, and statements relating to such documents are qualified in all aspects by such reference.

We file annual, quarterly and special reports proxy statements and other information with the SEC. You may read and copy any document we file at the SEC’s Public Reference Rooms at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC filings are also available to the public at the SEC’s web site at http://www.sec.gov. You may also obtain information about us at our web-site at http://www.aswater.com. The information on our web-site does not constitute a part of this prospectus.

INCORPORATION OF DOCUMENTS BY REFERENCE

To avoid repeating information in this prospectus that we have already filed with the SEC, we have incorporated by reference the filings (File No. 001-14431) listed below. This information is considered a part of this prospectus. These documents are as follows:

• ·our annual report on Form 10-K for the year ended December 31, 2005,

2007;

·our quarterly reports on Form 10-Q for the quarters ended March 31, 20062008 and June 30, 2006,

2008;

·our current reports on Form 8-K filed with the SEC on January 30, 20064, 2008, January 31, 2008, March 31, 2008, May 2, 2008, May 23, 2008, August 4, 2008, August 26, 2008, August 28, 2008, September 22, 2008, November 4, 2008 and April 19, 2006,

November 5, 2008;

23

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• ·the portions of our proxy statementProxy Statement on Schedule 14A for our annual meetingAnnual Meeting of shareholdersShareholders held on May 9, 200620, 2008 that have been incorporated by reference into our most recentannual report on Form 10-K for the year ended December 31, 2007; and

·the description of our common shares set forth in ourthe Registration Statement on Form 8-A, including any amendments or reports filed for the purpose of updating such description.

In addition, all documents that we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of the initial registration statement of which this prospectus is a part and prior to the effectiveness of the registration statement as well as the date of this prospectus and before the termination of the offering of our securities shall be deemed incorporated by reference into this prospectus and to be a part of this prospectus from the respective dates of filing such documents. Unless specifically stated to the contrary, none of the information that we disclose under Items 2.02 or 7.01 of any Current Report on Form 8-K that we may from time to time furnish to the SEC will be incorporated by reference into, or otherwise included in, this prospectus.

You may request a copy of these filings with the SEC, at no cost, by writing or telephoning us at the following address:

Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus shall be deemed modified, superseded or replaced for purposes of this prospectus to the extent that a statement contained in this prospectus or in any subsequently filed document that also is or is deemed to be incorporated by reference in this prospectus modifies, supersedes or replaces such

statement. Any statement so modified, superseded or replaced shall not be deemed, except as so modified, superseded or replaced, to constitute a part of this prospectus.

27O’Melveny & Myers LLP will pass on the validity of the common shares covered by this Prospectus.