UNITED ~~STATESSECURITIES AND~~ EXCHANGE COMMISSIONWashington, D.C. 20549Form 8-KCURRENT REPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934Date of Report (Date of earliest event reported): April 14, 2011GOLDEN STATE WATER COMPANY(Exact name of registrant as specified in its charter) STATES

California	001-12008	95-1243678
(State or other jurisdiction ofincorporation or organization)	(Commission File Number)	(I.R.S. Employer IdentificationNo.)

SECURITIES AND EXCHANGE COMMISSION

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

Washington, D.C. 20549

~~Registrant’s~~Form ~~telephone number, including area code: (909) 394~~8-~~3600~~ K

~~Check~~CURRENT 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)) REPORT

~~Item~~Pursuant ~~2.03.~~to ~~Creation~~Section of13 ~~a Direct Financial Obligation~~ or an15(d) ~~Obligation~~of ~~under~~the anSecurities ~~Off-Balance~~Exchange ~~Sheet~~Act ~~Arrangement~~ of ~~a Registrant~~1934

OnDate ~~April 14, 2011, Golden State Water Company completed the sale~~ of ~~$62,000,000~~ ~~aggregate~~Report ~~principal amount of its 6.00% Notes due 2041~~ (~~the “Notes”). The~~Date Notes will mature on April 15, 2041. Interest on the Notes will accrue from April 14, 2011 and will be payable semi-annually on April 15 and October 15 commencing on October 15, 2011 at the rate of ~~6.00%~~ ~~per~~earliest ~~annum. The~~event Notes are unsecured and will rank equally with the Company’s unsecured and unsubordinated debt. The Company may redeem the Notes at any time, at its option, at a redemption price equal to the greater of (ireported) ~~100%~~May ~~of the principal amount of the Notes~~29, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed (not including any portion of any payments of interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Yield (as defined), plus 25 basis points , plus, in either case, accrued and unpaid interest to the redemption date. 2012

~~The~~AMERICAN ~~Company~~STATES ~~plans~~WATER to use a portion of the proceeds of the Notes to redeem its 7.65% Medium-Term Notes, Series B, due 2025. The remainder of the proceeds will be used to pay down short-term borrowings and to fund capital expenditures. COMPANY

~~Item~~ (Exact ~~7.01.~~name ~~Regulation~~of FDregistrant ~~Disclosure~~as specified in its charter)

Golden State Water Company announced today that it has issued a notice of redemption of its 7.65% Medium-Term Notes, Series B, due 2025.

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 (Address of principal executive offices)		91773 (Zip Code)
Registrant’s telephone number, including area code: (909) 394-3600

ACheck ~~copy~~the ofappropriate box below if the ~~Company’s~~Form ~~press~~8-K ~~release~~filing is ~~attached~~intended ~~hereto~~to assimultaneously ~~Exhibit~~satisfy 99the filing obligation of the registrant under any of the following provisions (see General Instruction A.1. 2 below):

~~Item~~o ~~9.01.~~Written ~~Financial~~communications ~~Statements~~pursuant ~~and~~to ~~Exhibits~~Rule 425 under the Securities Act (17 CFR 230.425)

~~Exhibit~~o ~~99.1~~Soliciting ~~Press~~material ~~Release:~~pursuant ~~Golden~~to ~~State~~Rule ~~Water~~14a-12 ~~Company~~under ~~Announces~~the ~~Notice~~Exchange ofAct ~~Redemption~~(17 ofCFR ~~Notes~~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 May 29, 2012, the Compensation Committee of the Board of Directors approved the performance awards to Robert J. Sprowls, President and Chief Executive Officer of American States Water Company and its subsidiaries in the amount of 5,818 restricted stock units under the Company’s 2008 Amended and Restated Stock Incentive Plan.

The awards vest on March 15, 2013, February 14, 2014 and February 14, 2015 in the percentages of 33%, 33% and 34%, respectively, provided that the performance criteria described in the performance award agreement has been satisfied. Under the terms of the restricted stock unit grant, Mr. Sprowls will 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 as the underlying awards vest.

Section 9 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

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

Exhibit 10.1 2012 Performance Award Agreement for Robert J. Sprowls

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.

		GOLDEN STATE WATER COMPANY:
	AMERICAN STATES WATER COMPANY:
Date:	April 15, 2011	/s/ Eva G. Tang
Date: June 4, 2012	/s/ Eva G. Tang
		Eva G. Tang
	Eva G. Tang Senior Vice President, Chief Financial Officer, Corporate Secretary and Treasurer GOLDEN STATE WATER COMPANY: /s/ Eva G. Tang
		Senior Vice President-Finance, Chief Financial
	Eva G. Tang Senior Vice President, Chief Financial Officer and Secretary
		Officer and Secretary

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