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): ~~February~~May 1824, 2005

Western Water Company
__________________________________________
(Exact name of registrant as specified in its charter)


Delaware	0-18756	33-0085833
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

102 Washington Avenue, Point Richmond, California		94801
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


Registrant’s telephone number, including area code:		510-234-7400

Not Applicable
______________________________________________
Former name or former address, if changed since last report

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:

[  ]  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))

Top of the Form

Item 71.0103. ~~Regulation~~Bankruptcy FDor ~~Disclosure~~Receivership.

InOn aMay ~~Quarterly Report on Form 10-Q~~24, ~~filed on February 11,~~ 2005, Western Water Company (~~the "Company"~~WWTRRE) ~~reported that its ability to meet its financial obligations through the end of the current fiscal year~~ (~~March 31, 2005) was dependent upon, among other things,~~ "the Company’s") ~~ability~~filed ~~to sell additional assets. Sale of West Basin Water RightsOn February 18, 2005, the Company entered into~~ a ~~Purchase~~voluntary ~~and~~petition ~~Sale Agreement for the sale of the Company’s 242.6 acre-feet of annual groundwater production allowance~~ in the ~~West~~United ~~Basin~~States ~~(Los~~Bankruptcy ~~Angeles County~~Court, ~~California)~~Northern ~~("the~~District ~~West Basin water rights"). The West Basin water rights are listed on the Company’s condensed consolidated balance sheets as~~ of ~~December 31~~California, ~~2004~~Oakland asDivision ~~Assets~~seeking ~~Held~~reorganization ~~for~~relief ~~Sale~~under ~~and~~Chapter ~~carry~~11 ~~book value~~ of ~~approximately $557,000, based on their historic acquisition cost. Under~~ the ~~Purchase~~Bankruptcy ~~and Sale Agreement, the purchaser will pay the Company approximately $728,000 for the West Basin water rights~~Code. The ~~Company~~proceeding ~~believes~~has ~~that~~been ~~the~~assigned ~~sales~~Case ~~price~~No. ~~represents the current fair market value of the West Basin water rights~~05-42839. As a result of the ~~sale,~~commencement ~~the Company expects to record a gain on sale~~ of ~~assets in~~ the ~~approximate~~bankruptcy ~~amount of $170~~process,~~000,~~ ~~although~~ the ~~actual~~Company ~~accounting~~does ~~treatment of the sale will~~ not beexpect ~~determined~~to ~~until after the transaction closes.Under the terms of the Purchase and Sale Agreement, the transaction will~~ be ~~consummated~~able ~~and proceeds paid~~ to ~~the~~either ~~Company~~complete ~~upon~~an ~~Watermaster~~audit ~~Confirmation (formal notification~~ of ~~the~~its ~~completion~~consolidated offinancial ~~the~~statements ~~administrative process~~ for ~~registration of ownership of groundwater production rights in~~ the ~~West~~fiscal ~~Basin). Based~~year onended ~~past~~March ~~experience~~31, ~~the~~2005 ~~Company~~or ~~expects~~file ~~the~~its ~~transaction~~annual toreport beon ~~completed~~Form ~~within~~10-K ~~two~~on ~~weeks, although the actual closing of the transaction is dependent upon the administrative actions of Watermaster,~~ a ~~department~~timely ofbasis.The ~~the California Department of Water Resources, over which neither the~~ Company ~~nor~~intends ~~the purchaser has any control.Proceeds of the sale of the West Basin water rights will be used~~ to ~~fund~~continue ~~the Company’s operating costs. Notwithstanding the sale of the West Basin water rights, which has been anticipated, the Company continues~~ to ~~face~~operate ~~imminent~~its ~~liquidity~~business ~~challenges. As of December 31, 2004, the Company had cash~~ and ~~cash~~manage ~~equivalents~~its ofaffairs ~~$486,252. As~~as ~~previously reported, and notwithstanding the sale of the West Basin water rights, the Company is pursuing~~ a ~~short~~debtor-~~term, asset~~in-~~secured~~possession ~~loan~~pursuant to ~~fund~~provisions ~~the Company’s operations through its current planning horizon~~ of ~~September~~the ~~30,~~Bankruptcy ~~2005~~Code. The Company’s ~~Convertible~~has ~~Subordinated~~executed ~~Debentures~~a ~~(the~~loan ~~"Debentures")~~commitment for debtor-in-possession ~~the~~financing ~~amount~~through ofa ~~approximately~~Denver ~~$8,318,000~~area ~~mature~~commercial ~~on September 30, 2005~~bank. InConsistent ~~order~~with ~~to meet its obligation to pay~~ the ~~Debentures~~loan ~~at maturity~~commitment, the Company plans to ~~monetize~~seek orapproval ~~re-capitalize~~of ~~its~~the ~~Cherry~~Bankruptcy ~~Creek~~Court ~~Project. However,~~for the ~~Company~~debtor-in-possession ~~can~~financing ~~provide~~which nowill ~~assurance~~provide ofadministrative ~~its~~priority ~~ability~~for torepayment ~~arrange~~and ~~interim~~will ~~financing~~be orsecured toby ~~monetize and/or re-capitalize~~ the Company’s Cherry Creek Project in ~~time or in the amount necessary to meet its repayment obligation~~Colorado.~~Further,~~ This ~~the~~report ~~disclosures~~contains ~~set~~statements ~~forth~~that inqualify ~~this~~as ~~Current Report on Form 8-K include~~ "forward -looking statements ~~within the~~ "~~safe~~ ~~harbor"~~under ~~provisions of~~ the Private Securities Litigation Reform Act of 1995, including statements ~~relating~~about to the ~~anticipated~~intentions ~~completion~~ of the ~~sale~~Company ofwith ~~the~~respect ~~West~~to ~~Basin~~the ~~water~~bankruptcy ~~rights~~proceeding, ~~the~~continuity ~~anticipated~~of ~~gain on such sale,~~ the Company’'s ~~pursuit of a short-term~~affairs, ~~asset-secured loan to fund operations,~~ and the ~~Company’s~~terms ~~plans~~of toproposed ~~monetize or re-capitalize its Cherry Creek Project~~financing. These forward-looking statements ~~represent~~are ~~the~~based ~~Company’s~~on current ~~intentions,~~beliefs ~~plans,~~and expectations, and ~~beliefs. The~~the Company assumes no obligation to update ~~any~~this ~~forward-looking statements~~information. ~~In addition, the events described in the forward-looking statements may not actually occur.~~ The Company’s actual results ~~could~~may differ materially from those ~~described~~ in ~~this report as a result of various factors, risks and uncertainties, including~~ the ~~terms and conditions of any short~~forward-~~term~~looking ~~loan~~statements ~~the~~due ~~Company secures and the restrictions relating~~ to ~~business operations imposed by such a loan, as well as~~ various factors, ~~affecting~~including ~~the~~those ~~marketability~~discussed ofin the ~~Cherry Creek Project, including the~~ Company’s ~~success~~annual ~~in appealing the decision of the Colorado State Engineer with respect to its application for a substitute water plan in the Colorado water courts~~ and ~~other~~periodic ~~risks~~reports ~~detailed~~filed ~~from time to time in the Company’s filings~~ with the Securities and Exchange Commission. ~~For~~ more information about these and other potential factors that could affect the Company’s business and financial results, see the discussion of "Risk Factors" in the Company’s most recent 10-K and 10-Q filings, available on the SEC’s website at www.sec.gov.

Item 8.01. Other Events.

The disclosures set forth in Item 7.01 above are incorporated under this Item 8.01 by reference.

Top of the Form

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.

	Western Water Company
February 24, 2005	By:	Michael Patrick George
May 24, 2005	By:	Michael Patrick George
		Name: Michael Patrick George
		Title: Chairman, President, Chief Executive Officer and Chief Financial Officer
		Title: Chairman, President, Chief Executive Officer, and Chief Financial Officer

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