EXHIBIT 3.2A AMENDMENT TO REGISTRANT'S BYLAWS DATED JUNE 27, 1995


                            SOUTHWEST WATER COMPANY

            AMENDMENT TO THE BYLAWS TO INCREASE NUMBER OF DIRECTORS
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                    WHEREAS, this corporation hereby considers it advisable to
          increase the authorized number of directors; and

                    WHEREAS, the Board of Directors desire to ratify and confirm
          the increase in the authorized number of directors as empowered in
          Article II, Section 1 of the bylaws of the Corporation;

                    THEREFORE, IT IS HEREBY RESOLVED, that Article II, Section
          1, of the bylaws of this corporation is hereby amended as follows:

               "Section 1.  Number and Term of Office.  The number of directors
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               shall be seven (7), and thereafter, shall be fixed from time to
               time exclusively by the Board of Directors pursuant to a
               resolution adopted by a majority of the total number of
               authorized directors (whether or not there exist any vacancies in
               previously authorized directorships at the time any such
               resolution is presented to the Board for adoption).  All
               directors shall be elected at each annual meeting of
               stockholders.  Each director shall hold office until the next
               annual meeting of stockholders and until his successor has been
               elected and qualified or until his earlier resignation or
               removal.