SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549


                                 FORM 8-K


                              CURRENT REPORT
                  PURSUANT TO SECTION 13 or 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934


     Date of Report (Date of earliest event reported):  August 3,
1998




                      American States Water Company
           -------------------------------------------------------
- ----
          (Exact name of registrant as specified in its charter)


                       American States Water Company
- ------------------------------------------------------------------
- ----
       California               333-47647                95-
4676679
    (State or other          (Commission File          (IRS
Employer
      jurisdiction               Number)           Identification
No.)
   of incorporation)

630 East Foothill Boulevard, San Dimas, California       91773-
9016
- ------------------------------------------------------------------
- ----
   (Address of Principal Executive Offices)              (Zip
Code)




Registrant's telephone number including area code:  (909) 394-3600


Former name or former address, if changed since last report.)
  Not applicable.




Item 7.   Financial Statements, Pro Forma Financial Information
           and Exhibits

          (c)  Exhibits

               4.1  Rights Agreement dated as of
                    August 3, 1998 by and between the Company and
                    ChaseMellon Shareholder Services, L.L.C., as
                    Rights Agent (incorporated by reference to
                    the Form 8-A filed with the Securities and
                    Exchange Commission on August 20, 1998).




                           SIGNATURES

          Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.

                              AMERICAN STATES WATER COMPANY


                              /s/ McClellan Harris III
                              -----------------------------
                              By:  McClellan Harris III
                                   Vice President - Finance,
                                   Chief Financial Officer,
                                   Treasurer and Secretary


DATED:  August 19, 1998