Exhibit 10.34


                         CALIFORNIA WATER SERVICE GROUP
                      STOCK APPRECIATION RIGHT GRANT NOTICE
                              EQUITY INCENTIVE PLAN

California Water Service Group (the "Company"), pursuant to its Equity Incentive
Plan (the "Plan"),  hereby  grants to  Participant  a stock  appreciation  right
("SAR") to receive the  Appreciation in the value of the number of shares of the
Company's Common Stock set forth below ("Shares"). This SAR is subject to all of
the terms and conditions as set forth herein and in the SAR Agreement,  the Plan
and the notice of exercise,  all of which are attached  hereto and  incorporated
herein in their entirety.


Participant:
                                  ----------------------------------------------

Date of Grant:
                                  ----------------------------------------------

Vesting Commencement Date:
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Number of Shares Subject to SAR:
                                  ----------------------------------------------

Grant Value per Share:
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Expiration Date:

Vesting Schedule:   [ ]  100%  of  the Shares vest  ___ years  after the Vesting
                         Commencement Date

                    [ ]  The  Shares  vest  annually  over ___  years  after the
                         Vesting Commencement Date

                    [ ]  The  Shares  vest  quarterly  over ___ years  after the
                         Vesting Commencement Date

                    [ ]  The  Shares  vest  monthly  over ___  years  after  the
                         Vesting Commencement Date

                    [ ]  ___% of the Shares vest on the first anniversary of the
                         Vesting Commencement Date; thereafter,  the Shares vest
                         monthly quarterly annually, over ___ years

               Vesting is contingent  upon  completion  of  Continuous  Service;
               annual, quarterly or monthly vesting is at an equal rate over the
               vesting period.

Additional  Terms/Acknowledgements:  The  undersigned  Participant  acknowledges
receipt of, and understands and agrees to, this Grant Notice, the SAR Agreement,
the Plan and the notice of exercise. Participant further acknowledges that as of
the Date of Grant, this Grant Notice, the SAR Agreement, the Plan and the notice
of  exercise  set forth the entire  understanding  between  Participant  and the
Company  regarding the SAR regarding the acquisition of stock in the Company and
supersede  all  prior  oral and  written  agreements  on that  subject  with the
exception of (i) SARs previously  granted and delivered to Participant under the
Plan, and (ii) the following agreements only:

         OTHER AGREEMENTS:        -----------------------------------

                                  -----------------------------------



CALIFORNIA WATER SERVICE GROUP                          PARTICIPANT:


By:
   --------------------------------           --------------------------------
       Signature                                         Signature

Title:                                   Date:
   --------------------------------           --------------------------------


Date:
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ATTACHMENTS:  Stock  Appreciation  Right  Agreement,  Equity  Incentive Plan and
Notice of Exercise