UNITED STATES
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) July 30, 2008


AMERICAN STATES WATER COMPANY
(Exact name of registrant as specified in its charter)

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

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing requirement of the registrant under any of the following provisions (see General Instruction A.2 below):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 5 - Corporate Governance and Management

Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

          On August 4, 2008, the Board of Directors of American States Water Company announced that Robert J. Sprowls will succeed Floyd E. Wicks as President and Chief Executive Officer of American States Water Company, effective January 1, 2009.  The Board also announced that Mr. Sprowls would become President and Chief Executive Officer of Golden State Water Company on January 1, 2009.

          Mr. Wicks will continue as a director of the Company and each of its subsidiaries and will act as Vice Chair of the Board effective January 1, 2009.  He has also agreed to continue to serve as a consultant to the Company, in certain circumstances, to assist it in its operations on an as-needed basis.  

          Mr. Sprowls has been Executive Vice President-Finance, Chief Financial Officer, Corporate Secretary and Treasurer of the Company and Golden State Water Company since January 2008.  He served as Senior Vice President-Finance, Chief Financial Officer, Corporate Secretary and Treasurer of the Company and Golden State Water Company from June 2004 to January 2008.  He served as President of Central Illinois Light Company from April 2001 to January 2003.  Mr. Sprowls is 50 years old.  

          In his new position, Mr. Sprowls will be entitled to a base salary of $450,000 per year for 2009.  He will also be provided with short-term incentives equal to up to $112,500 and a housing allowance of $45,000.  Mr. Sprowls would also be eligible to receive, in the normal course of the Company’s annual grants of equity incentives to executive officers, up to $180,000 in fair value of equity incentives for 2009.  

          The Board anticipates that Mr. Sprowls will join the Board of Directors.  However, there is no arrangement or understanding between Mr. Sprowls and any other person pursuant to which he will be appointed a director or was appointed Chief Executive Officer and President of the Company and Golden State Water Company.  There is no family relationship between Mr. Sprowls and any other executive officer, employee or director of the Company or any of its subsidiaries. There has been no transaction since January 1, 2008, or any currently proposed transaction, involving the Company in which Mr. Sprowls has a material interest or any other business relationship or transaction between the Company and Mr. Sprowls involving an amount exceeding $120,000.  

Section 9 - Financial Statements and Exhibits

Item 9.01     Financial Statements and Exhibits.

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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.

Exhibit 99.1

American States Water Company Announces Management Succession Plan;
Floyd E. Wicks to retire December 31, 2008; Robert J. Sprowls to be successor to Mr. Wicks

SAN DIMAS, Calif.--(BUSINESS WIRE)--American States Water Company (NYSE:AWR) announced the appointment of Robert J. Sprowls, the Chief Financial Officer, Executive Vice President-Finance, Corporate Secretary and Treasurer of the Company, as Chief Executive Officer (“CEO”) and President of the Company effective January 1, 2009 to succeed Floyd E. Wicks who will then be retiring after 21 years with the Company and 40 years in the water industry. Mr. Wicks will continue as a director of the Company and has been named Vice Chair of the Board of Directors effective January 1, 2009. Mr. Wicks has also agreed to continue to serve as a consultant to the Company.

Commenting on the announcement, Mr. Wicks said, “Bob has served the Company exceptionally well both as the chief financial officer and corporate secretary. I am highly confident that he will provide strong and effective leadership as the CEO of the Company when he succeeds to that position next year.”

Mr. Sprowls also commented, “I am honored and excited to be selected by the Board to lead this strong company and excellent management team and our dedicated employees located from California to the Carolinas.”

About Bob Sprowls. Mr. Sprowls has served as Executive Vice President-Finance, Chief Financial Officer, Corporate Secretary and Treasurer of the Company since January 2008. He previously served the Company as Senior Vice President-Finance, Chief Financial Officer, Corporate Secretary and Treasurer of the Company and Golden State Water Company from June 2004 to January 2008. Prior to joining the Company, he served as President of Central Illinois Light Company (“CILCO”) from April 2001 to January 2003, prior to its sale to Ameren Corporation. Mr. Sprowls led CILCO’s electric and natural gas transmission and distribution business unit from 1999 to 2003 and served as CILCO’s Chief Financial Officer from 1998 to 1999. The Company anticipates that Mr. Sprowls will also join the Board of Directors on or before the effective date of his new appointment.

About Floyd Wicks. Mr. Wicks has been the President and Chief Executive Officer of the Company since its formation as a holding company for Golden State Water Company in 1998. He has served as President and Chief Executive Officer of Golden State Water Company since April 1992, and President and Chief Executive Officer of each of the Company’s other subsidiaries since their formation or acquisition by the Company. The Company has benefited from his leadership and guidance.

American States Water Company is the parent of Golden State Water Company, American States Utility Services, Inc. and Chaparral City Water Company. Through its subsidiaries, AWR provides water service to 1 out of 30 Californians located within 75 communities throughout 10 counties in Northern, Coastal and Southern California (approximately 254,000 customers) and to approximately 13,000 customers in the city of Fountain Hills, Arizona and a small portion of Scottsdale, Arizona. The Company also distributes electricity to approximately 23,000 customers in the Big Bear recreational area of California. Through its non-regulated subsidiary, American States Utility Services, the Company contracts with municipalities, the U.S. government and private entities to provide various services, including water marketing and operation and maintenance of water and wastewater systems.

CONTACT:
American States Water Company
Robert J. Sprowls
Executive Vice President, Chief Financial Officer,
Treasurer and Corporate Secretary
(909) 394-3600, extension 647