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) ~~January~~March 2913, 2013

AMERICAN STATES WATER COMPANY

(Exact name of registrant as specified in its charter)

California		001-14431		95-4676679
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

630 East Foothill Blvd.

San Dimas, California

91773

(Address of principal executive
offices)

(Zip Code)

GOLDEN STATE WATER COMPANY

(Exact name of registrant as specified in its charter)

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

California		001-12008		95-1243678
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

630 East Foothill Blvd. San Dimas, California		91773
(Address of principal executive offices)		(Zip Code)

630 East Foothill Blvd.

San Dimas, California

(Address of principal executive
offices)

91773

(Zip Code)

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

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

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

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

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

o 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 ~~January~~March 2913, 2013, the ~~independent~~Compensation ~~members~~Committee of the Board of Directors approved, ~~upon~~performance ~~recommendation~~awards ofin the ~~Compensation~~form ~~Committee,~~of ~~base~~restricted ~~salaries~~stock ~~for~~units ~~2013~~ for Robert J. Sprowls, President and Chief Executive Officer of American States Water Company and its subsidiaries, Denise L. Kruger, Senior Vice President-Regulated Utilities for Golden State Water Company, McClellan Harris III, Senior Vice President and Assistant Secretary of American States Utility Services, Inc., Eva G. Tang, Senior Vice President-Finance, Chief Financial Officer and Corporate Secretary of American States Water Company and its subsidiaries and Treasurer of American States Water Company, and Patrick R. Scanlon, Vice President - Water Operations offor Golden State Water Company. The target amount of ~~$630,000,~~the ~~$365,300,~~performance ~~$355~~award to Mr. Sprowls is 6,~~200,~~451 ~~$355~~restricted stock units. The target amount of the performance award to each of Ms. Kruger,~~200~~ Mr. Harris and ~~$280,100,~~Ms. Tang ~~respectively~~is 956 restricted stock units. The target amount of the performance award to Mr. Scanlon is 746 restricted stock units.

OnThe ~~the~~awards ~~same~~vest ~~day~~on December 31, ~~the~~2013, ~~Compensation~~2014 ~~Committee~~and of2015 in the ~~Board~~percentages of ~~Directors~~33%, ~~also~~33% ~~approved~~and an34%, ~~award~~respectively, ofsubject ~~restricted~~to ~~stock~~certification ~~units~~by to the ~~same~~Compensation ~~executive~~Committee ~~officers~~that in the ~~amount~~applicable ofperformance ~~2,307~~criteria ~~restricted~~have ~~stock~~been ~~units~~satisfied ~~for~~at ~~Mr. Sprowls,~~the ~~1,025~~end ~~restricted~~of ~~stock~~the ~~units,~~earlier ~~each,~~of ~~for Ms.~~(i) ~~Kruger,~~a ~~Mr. Harris~~three-year ~~and~~performance ~~Ms. Tang~~period, ~~and~~(ii) the ~~800~~death ~~restricted~~or ~~stock~~disability ~~units~~of ~~for~~the ~~Mr. Scanlon~~executive, ~~effective~~or ~~January~~(iii) ~~29,~~a ~~2013.~~change ~~The~~in ~~awards~~control ~~vest~~of ~~and~~the ~~restrictions~~Company. ~~lapse~~Each onexecutive ~~the~~officer ~~first,~~will ~~second~~be ~~and~~entitled ~~third~~to ~~anniversaries~~receive ofcommon ~~the~~shares ~~grant~~equal ~~date~~to in the ~~percentages~~amount of ~~33%,~~restricted ~~33%~~stock ~~and~~units ~~34%,~~earned ~~respectively.~~at ~~Under~~ the ~~terms~~end of ~~each~~the ~~restricted~~performance ~~stock~~period. ~~unit~~Each ~~grant,~~of ~~each~~the ~~officer~~executive officers will also be entitled to receive dividends payable in additional restricted stock units equal to the amount of dividends payable on an equivalent number of the Company’s common shares. to the extent that the underlying restricted stock units are earned

2Each of the performance criteria set forth in the form of performance award agreement attached as Exhibit 10.1 apply to the performance award granted to Mr. Sprowls and Ms. Tang. The total shareholder return and Golden State Water Company operating expense control criteria apply to the performance award granted to Ms. Kruger and Mr. Scanlon. The total shareholder return and ASUS cumulative net earnings criteria apply to Mr. Harris.

~~SIGNATURES~~Section 9 Financial Statements and Exhibits

~~Pursuant~~Item to9.01 ~~the~~Financial ~~requirements~~Statements ofand ~~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~~Exhibits.

	AMERICAN STATES WATER COMPANY:
Date: February 1, 2013	/s/ Eva G. Tang
	Eva G. Tang
	Senior Vice President, Chief Financial Officer, Corporate Secretary and Treasurer
	GOLDEN STATE WATER COMPANY:
	/s/ Eva G. Tang
	Eva G. Tang
	Senior Vice President, Chief Financial Officer and Secretary

The following document is filed as an Exhibit to this Report:

3Exhibit 10.1 Form of Performance Award Agreement *

*Management contract or compensatory arrangement.

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:

Date: March 15, 2013		/s/ Eva G. Tang
		Eva G. Tang Senior Vice President-Finance, Chief Financial Officer, Corporate Secretary and Treasurer


		GOLDEN STATE WATER COMPANY:

		/s/ Eva G. Tang
		Eva G. Tang Senior Vice President-Finance, Chief Financial Officer and Secretary

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