Item 1.01 Entry into a Material Definitive Agreement.

On May 18, 2009, the Board of Directors of Golden State Water Company amended the Golden State Water Company Pension Restoration Plan, or the Plan, to expand the group of officers eligible to participate in the Plan and to clarify that the special definition of compensation provided in the Plan applies for all years in which the participant was an officer, regardless of whether he or she was a participant in the Plan at such time.

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Item 8.01 Other Events.

On May 19, 2009, pursuant to the terms of the Underwriting Agreement dated May 14, 2009 between American States Water Company and Janney Montgomery Scott LLC on behalf of itself and Edward D. Jones & Co., L.P. and Brean Murray, Carrett & Co., LLC, the underwriters exercised in full their over-allotment option to purchase 150,000 Common Shares at a price of $31.00 per share. On May 20, 2009, American States Water Company delivered 1,150,000 Common Shares to the underwriters.

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Item 9.01 Financial Statements and Exhibits.

10.1 Golden State Water Company Pension Restoration Plan, as amended (1)

99.1 Press Release dated May 20, 2009

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(1) Management contract or compensatory arrangement

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