SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934

For Fiscal Year Ended December 31, 1996 Commission file number 0-18677
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DOMINGUEZ SERVICES CORPORATION
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(Exact name of registrant as specified in its charter)

California 33-0391161
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(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) identification no.)

21718 South Alameda Street, Long Beach, California 90810
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(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (310)834-2625
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Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange
Title of each Class on which registered
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None NASDAQ
---- ------

Securities registered pursuant to Section 12(g) of the Act:

Common Shares, $1 Par Value
-------------------------------------
(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes X No
------
State the aggregate market value of the voting stock held by non-affiliates of
the registrant:

Common Shares average bid price of $23.50 on March 24, 1997.

Aggregate market value $23,602,695
----------------------------------

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date:

December 31, 1996 - 1,004,370 shares
------------------------------------

Documents incorporated by reference:
(1) Annual report to shareholders for the year ended December 31, 1996, as
to Part II, Items 5, 6, 7 and 8.
(2) Proxy statement dated April 4, 1997, as to Item 10 (part), Item 11,
Item 12, and Item 13.

(There are fifteen pages in this 10-K)

Page 1

PART I

ITEM 1. BUSINESS.

GENERAL

Dominguez Services Corporation ("Company") is a holding company created in
1990 through an Agreement of Merger with Dominguez Water Company
("Dominguez"). The Company's principal business is the ownership of all the
common stock of Dominguez. The holding company structure provides
operational and financial flexibility and allows the Company to engage in
non-utility activities. The Company has two wholly-owned subsidiaries:
Dominguez, which is involved in water supply and distribution and DSC
Investments which is involved in non-regulated, water related services and
investments.

Dominguez, a public utility regulated by the California Public Utilities
Commission ("CPUC"), produces and supplies water for residential, commercial,
public authority, business and industrial customers. It is comprised of its
principal division, the South Bay division and its operating subsidiaries,
the Kern River Valley Water Company and the Antelope Valley Water Company
(collectively referred to as "Subsidiaries").

The South Bay division has been providing water service for more than 85
years and is the largest service area with 32,228 customers encompassing most
of the City of Carson, one-third of Torrance, and portions of the cities of
Compton, Long Beach and Harbor City. Antelope Valley Water Company, with
1,242 customers, has four distinct service areas in northern Los Angeles
County; whereas, Kern River Valley Water Company, located in Kern County
around Isabella Lake, has nine distinct service areas and 3,412 customers.

During 1996, DSC Investments income is primarily from the transfer of water
rights between third parties. Income from the transfers may significantly
vary from year to year due to demands for groundwater by major pumpers in the
West and Central Basins.

In 1996, DWC Investments invested $350,000 in Chemical Services Corporation
("CSC") and acquired a 20% equity ownership interest with an option to
acquire an additional 40% equity ownership interest over the next five years.
CSC manufactures and distributes chlorine generators used in the water and
wastewater industry to produce safe on-site chlorine disinfectant.

Page 2

OPERATIONS

In 1996, Dominguez supplied 11,481 million gallons of water to 36,882
customers, compared to 12,371 million gallons of water to 36,739 customers in
1995. The South Bay division produced 11,173 million gallons of water in
1996 and 12,133 million gallons in 1995. Although Dominguez has a
diversified customer base, a substantial portion, 46% in 1996 and 53% in
1995, of sales were derived from business and industrial. Furthermore, a
single customer, a refinery, accounted for 32% of these business and
industrial sales in 1996, and for 37% in 1995..
Page 3

WATER SUPPLY

The water supplies for Dominguez are from its own groundwater wells plus two
water wholesalers of imported water.

All service areas obtain either a portion of or all of their supply from
groundwater wells. The quantity that the South Bay division is allowed to
pump over a year's time is fixed by court adjudication. The adjudication
established distinct groundwater basins which are managed by a court
appointed watermaster. The groundwater management fixes the safe yield of the
basins and ensures the replenishment of the basins by utilizing impounded
storm water, treated recycled water and purchased water when necessary.
Groundwater basins have not been adjudicated in the Subsidiaries.

Overall groundwater conditions continue to remain at adequate levels.
Dominguez continues to drill new wells, so that it can maximize pumping its
total adjudicated rights when called upon.

The South Bay division and Leona Valley service area of Antelope Valley also
purchase water from wholesalers to supplement groundwater. The South Bay
division purchases imported water from the Metropolitan Water District (MWD)
of Southern California. The Leona Valley service area purchases its imported
water from Antelope Valley - East Kern Water Agency (AVEK). Both of these
wholesale suppliers obtain water from the California State Water Project
(SWP), and MWD also obtains water from the Colorado River.

As of March 1996, the water supply outlook is favorable. SWP reservoirs are
above average levels. MWD also indicates that a full compliment of Colorado
River water is available. Dominguez expects an ample supply of import water
to be at hand for the next several years.

Long-term imported water supplies are dependent upon the outcome of several
factors. Dominguez' future dependency on imported water will be subject to
the availability and usage of recycled water in the region as well as
customer's long-term water conservation efforts. Dominguez has been and will
continue to promote long-term water conservation efforts of its customers and
will advance the use of recycled water, when available.

Dominguez anticipates that the West Basin Municipal Water District Recycle
Project will be delivering recycled water to Dominguez customers in 1997.
Dominguez will make the recycled water (which is priced lower) available to
its customers. Dominguez' margins will remain equal to that of replaced
potable sales.

The Company is currently negotiating with the West Basin Municipal Water
District ("WBMWD") and ARCO's Los Angeles refinery on an innovative agreement
to

Page 4

extend recycled water facilities and make available recycled water to some of
the Company's largest industrial users. Under the terms of the proposed
agreement, the Company will commit to fund $2,000,000 in recycled water
system facilities. The agreement is expected to be signed by all parties in
1997. The recycled water is scheduled to be available in 1998, at which
time, funds are to be expended. This project is expected to be a major step
in drought-proofing the South Bay division.

Legislative actions continue to play a role to long-term availability of
water for Southern California. The amount of SWP water available from
Northern California and water imported from the Colorado River may be
significantly reduced around the beginning of the next century. The reduced
availability of imported water supplies and an annual population growth in
Southern California could create future drought conditions which may require
water rationing by all water agencies, including Dominguez.

WATER QUALITY

Water quality is a primary concern for Dominguez. Groundwater requires only
minimal treatment with chlorine for disinfecting, with the exception of minor
water supplies in Kern River Valley that are filtered for fluoride, iron and
manganese. Purchased water has already gone through an extensive treatment
process before Dominguez receives it.

Both groundwater and purchased water are subjected to extensive quality
analysis. With the occasional minor exception, Dominguez meets all current
primary water standards. Dominguez has an ongoing groundwater monitoring
program and South Bay division participates in an area-wide water quality
program administered by the associations representing the groundwater basins.
One of the Subsidiary water systems exceeded the state and federal standard
for radioactivity. The Company has ceased using this water source and is
providing customers with an alternative source.

During 1996 the federal Safe Drinking Water Act (SDWA) was re-authorized.
Under the SDWA, Dominguez is subject to regulation by the United States
Environmental Protection Agency (EPA) and the California Department of Health
Services for the quality of water it supplies. The EPA is required by SDWA to
establish new maximum contaminant levels for additional chemicals. The costs
of future compliance are currently unknown and Dominguez' water sources may
require additional treatment. Management believes that Dominguez' resources
are sufficient to meet these anticipated challenges.

Page 5

REGULATORY AFFAIRS

During 1996, the California Legislature passed legislation calling for the
reform of various CPUC policies and procedures. The legislature recommended
changes intending to enhance commission involvement in decision making,
thereby improving the quality and timeliness of commission decisions. The
legislation also called for the restructuring of the division that represents
the interests of customers with the CPUC.

The Company believes that changes already undertaken by the CPUC will improve
the quality of regulation for water utilities. The Company does not
anticipate that changes will significantly alter the traditional regulatory
environment for water utilities.

In 1996, the Company filed for and received approval to increase revenues
effective February 1, 1997, for approximately $375,000 annually or 1.6% to
recover the increased cost of purchased water effective January 1, 1997.
This rate increase does not increase earnings of the Company but rather
offsets the effects of higher water production costs to the Company.

NON-UTILITY SUBSIDIARY OPERATIONS

As previously noted, DSC Investments invested $350,000 CSC on December 20,
1996 and acquired a 20% equity ownership with the option to acquire an
additional 40% equity ownership over the next 5 years. The investment is
accounted for under the equity method. Under the investment agreements, the
Company is obligated to provide working cash and long term financing for the
leasing of chlorine generators to CSC subject to the financial conditions of
CSC. The maximum loan balances for the following calendar years are
$2,000,000 (1997), $2,500,000 (1998), $3,000,000 (1999) and $3,500,000
(2000). As of December 31, 1996, the Company had no outstanding loans to CSC.
In accordance with the agreements, the Company did not recognize any income
from the CSC investment in 1996.

On April 26, 1996, the Company sold the remaining assets of Hydro-Metric
Service operation to an officer of the Company, in exchange for a two year
note receivable with an outstanding balance of $48,000 as of December 31,
1996. The sale resulted in a net gain of $39,000.

During 1996, DSC investments facilitated transfers of water right leases
between third parities adding $243,000 to the Company's earnings. The future
income from

Page 6

the transfer of water right leases will depend upon need to pump groundwater
by major industrial users and water purveyors.

EMPLOYEE RELATIONS

As of December 31, 1996, there were a total of 77 employees in utility and
non-utility operations. None of the employees is represented by a labor
organization, and there has never been a work stoppage or interruption due to
a labor dispute. In general, wages, hours, and conditions of employment are
equivalent to those found in the industry. Dominguez considers its relations
with its employees as excellent. All employees receive paid annual vacations
and sick leave. Dominguez provides and pays the cost of group life,
disability, medical and dental insurance, as well as pensions for its
employees.

ENVIRONMENTAL MATTERS

Dominguez's operations are subject to pollution control and water quality
control as discussed in the "Water Quality" section.

Other state and local environmental regulations apply to Dominguez operations
and facilities. These regulations are primarily related to the handling,
storage and disposal of hazardous materials. Dominguez is currently in
compliance with all other state and local regulations.

Page 7

ITEM 2. PROPERTIES.

Dominguez general administrative and executive offices are located on 5 1/2
acres of company-owned property at 21718 South Alameda Street, Carson,
California. The offices and shops were completed in April 1972.

Dominguez maximizes the efficiency of its 56 wells by pumping at the most
advantageous power rates, monitoring for productivity, and rehabilitating
wells as productivity decreases. Dominguez' proven track record of drilling
and maintaining the most productive wells is best reflected in the reduction
of wells were used to meet customer demands. Today, Dominguez requires only
37 wells to meet the same demand, with resulting efficiencies contribution to
lower operating and maintenance costs.

The South Bay division has prior rights to lay distribution mains and for
other uses on much of the public and private lands in its service area.
Dominguez' claim of prior rights is derived from the original Spanish land
grant covering the Dominguez service area. For this reason, Dominguez,
unlike most other public utilities, generally receives compensation from the
appropriate public authority when the relocation of its facilities is
necessitated by the construction of roads or other projects. It is common
for public utilities to bear the entire cost of such relocation.

Substantially all of the property of Dominguez is subject to the lien of the
Trust Indenture dated August 1, 1954, as supplemented and amended, to
Chemical Trust Company of California, as Trustee, securing the three
outstanding series of Dominguez' First Mortgage Bonds.

Page 8

ITEM 3. LEGAL PROCEEDINGS.

During 1996 the Company's insurance carrier settled the remaining lawsuit
filed in the California Superior Court that arose from the shooting death of
an employee by another employee in January 1994. All legal costs accrued in
anticipation of litigation have been reversed. The terms of the settlements
had no material adverse financial impact on the Company.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

Page 9

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.

(a) MARKET PRICE FOR COMMON SHARES
Reference is made to Page 22 of the Annual Report to Shareholders.

(b) APPROXIMATE NUMBER OF HOLDERS OF COMMON SHARES

The NASDAQ Stock Market maintenance standards require that NASDAQ
National Market companies have at least 400 shareholders or at least
300 shareholders of round lots. As of December 31, 1996, the company
complies with the standard with 322 common shareholders of record and
more than 367 beneficial shareholders, who have chosen to hold their
shares in street name.

(d) DIVIDEND RESTRICTION
Reference is made to page 17, Note 3 of Notes to Consolidated
Financial Statements of the Annual Report to Shareholders.

ITEM 6. SELECTED FINANCIAL DATA.
Reference is made to Page 8 and 9 of the Annual Report to Shareholders.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION.
Reference is made to Page 10 of the Annual Report to Shareholders.

Page 10

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Financial statements incorporated by reference from the Annual Report to
Shareholders:
- Consolidated Balance Sheets - December 31, 1996 and 1995;
- Consolidated Statements of Income for the years ended December 31,
1996, 1995 and 1994;
- Consolidated Statements of Cash Flows for the years ended December 31,
1996, 1995 and 1994;
- Notes to Consolidated Financial Statements;
- Report of Independent Public Accountants.

ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None

Page 11

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The following table sets forth the names and ages of all directors and
executive officers, indicating the positions and offices presently held by
each.

NAME AGE POSITION AND OFFICE
---- --- -------------------
Dwight C. Baum 84 Director
Richard M. Cannon 55 Director
Terrill M. Gloege 61 Director
Thomas W. Huston 35 Director
C. Bradley Olson 56 Director
Langdon Owen 66 Director
Charles W. Porter 66 Director
Debra L. Reed 40 Director
Brian J. Brady 48 Chief Executive Officer, President and
Director
John S. Tootle 42 Chief Financial Officer, Vice President
of Finance, Treasurer and Secretary

There is no "family relationship" between any of the executive officers.

Information responding to Item 10 is included in a proxy statement pursuant to
Regulation 14A and is incorporated by reference herein pursuant to General
Instruction G(3).

ITEM 11. EXECUTIVE COMPENSATION.

Information responding to Item 11 was included in a proxy statement (page 12)
pursuant to Regulation 14A and is incorporated by reference herein pursuant to
General Instruction G(3).

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

Information responding to Item 12 was included in a proxy statement (page 4)
pursuant to Regulation 14A and is incorporated by reference herein pursuant to
General Instruction G(3).

Page 12

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Information responding to Item 13 was included in a proxy statement (page 13)
pursuant to Regulation 14A and is incorporated by reference herein pursuant
to General Instruction G(3). Other information is included in Note 12 of the
Notes to Consolidated Financial Statements of the Annual Report to
Shareholders.

Page 13

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 9-K.

(a) Exhibits: The following exhibits are incorporated as part of this
report by reference to Registration Statement No. 33-33401, Form
S-4 dated February 13, 1990.

3. By-laws of Dominguez Services Corporation, Articles of
Incorporation and Amendment of Dominguez Services Corporation.

22. Subsidiaries of the registrant.

(b) Schedule II not included in the Annual Report to Shareholders, and
related report of independent public accountants are included after
Item 14 in Part IV.

All other schedules have been omitted as they are not applicable,
not material, or the required information is given in the Financial
Statements or Notes.

(d) Reference is made to the Financial Statements incorporated
herein in Item 8.

Page 14

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

Board of Directors
Dominguez Services Corporation
Long Beach, California

We have audited in accordance with generally accepted auditing standards
the consolidated financial statements included in the 1996 Annual Report to
Shareholders of Dominguez Services Corporation, incorporated by reference in
this Form 10-K, and have issued our report thereon dated March 5, 1997. Our
audits of the consolidated financial statements were made for the purpose of
forming an opinion on the basic consolidated financial statements taken as a
whole. The supplemental schedule listed in Part IV of this Form 10-K is
presented for purposes of complying with the Securities and Exchange
Commission's rules and regulations, and is not part of the basic consolidated
financial statements. This supplemental schedule has been subjected to the
auditing procedures applied in the audits of the basic consolidated financial
statements and, in our opinion, fairly states in all material respects the
financial data required to be set forth therein in relation to the basic
consolidated financial statements taken as a whole.

ARTHUR ANDERSEN LLP

Los Angeles, California
March 5, 1997

Page 15

DOMINGUEZ SERVICES CORPORATION
And Subsidiaries

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

COL. A COL. B COL. C COL. D COL. E COL. F

ADDITION

(1)
Charged to
Balance at Charged to Other (2) Balance at
Beginning Costs and Accounts - Deductions - End of
Description of Period Expenses Describe Describe Period
----------- ---------- ---------- ---------- ------------ ----------

Allowance for doubtful
accounts:

Year Ended
December 31,1996 $250,140 $132,000 $11,712 $108,467 $285,385
---------- ---------- ---------- ------------ ----------
---------- ---------- ---------- ------------ ----------

Year Ended
December 31,1995 $196,361 $120,000 $5,490 $71,711 $250,140
---------- ---------- ---------- ------------ ----------
---------- ---------- ---------- ------------ ----------

Year Ended
December 31, 1994 $122,235 $120,000 $3,309 $49,183 $196,361
---------- ---------- ---------- ------------ ----------
---------- ---------- ---------- ------------ ----------

Notes:

(1) Receipts on accounts previously written off.

(2) Accounts receivable write off.

Page 16

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.

DOMINGUEZ SERVICES CORPORATION:

By_______________________________________
Brian J. Brady, Chief Executive Officer

By_______________________________________
John S. Tootle, Chief Financial Officer,
Treasurer, Secretary

By_______________________________________
Cynthia C. Chu, Corporate Controller

By_______________________________________
Debra A. Beliso, Assistant Corporate Secretary

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

DIRECTORS:

__________________________________________
B. J. Brady, Chairman Date

__________________________________________
D. C. Baum Date

__________________________________________
R. M. Cannon Date

__________________________________________
T. M. Gloege Date

__________________________________________
T. W. Huston Date

__________________________________________
C. B. Olson Date

__________________________________________
L. W. Owen Date

__________________________________________
C. W. Porter Date

__________________________________________
D. L. Reed Date

Page 17