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) December 22, 2005


                          AMERICAN STATES WATER COMPANY
             (Exact name of registrant as specified in its charter)

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

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

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

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                           GOLDEN STATE WATER COMPANY
             (Exact name of registrant as specified in its charter)

          California                     001-12008                 95-1243678
(State or other jurisdiction of    (Commission File Number)     (I.R.S. Employer
incorporation or organization)                               Identification No.)
    630 East Foothill Blvd.
     San Dimas, California                                          91773
(Address of principal executive                                  (Zip Code)
           offices)

       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 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 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))




                             Section 8-Other Events


Item 8.01.   Other Events

On December 29, 2005 American States Water Company announced Standard & Poor's
(`S&P') has affirmed the corporate ratings of `A-' for American States Water
Company and its primary water utility subsidiary, Golden State Water Company
(`GSWC') and has also revised the rating outlook for both, from negative to
stable.

A copy of the Company's press release is attached hereto as Exhibit 99.1.

This Form 8-K and the attached exhibit are furnished to, but not filed with, the
Securities and Exchange Commission.

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                                   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: December 29, 2005                      /s/ Robert J. Sprowls
                                     -------------------------------------------
                                                 Robert J. Sprowls
                                       Sr. Vice President, Chief Financial
                                        Officer, Treasurer and Corporate
                                                   Secretary


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                                  EXHIBIT INDEX


Exhibit No.             Description
- -----------             -----------
99.1                    Press Release dated December 29, 2005


- --------------------------------------------------------------------------------
                                                                    Exhibit 99.1

American States Water Company Confirms Change of Rating Outlook to Stable

    SAN DIMAS, Calif.--(BUSINESS WIRE)--Dec. 29, 2005--American States
Water Company (NYSE:AWR) today confirmed that Standard & Poor's
Ratings Services ('S&P') has affirmed the corporate ratings of 'A-'
for American States Water Company and its primary water utility
subsidiary, Golden State Water Company ('GSWC'), and has also revised
the rating outlook for both, from negative to stable.
    According to S&P's December 22, 2005 press release, "The outlook
revision reflects the company's improved regulatory environment and
strengthened financial profile. ... The California regulatory
environment is showing signs of improvement, following the
streamlining of the CPUC's (California Public Utilities Commission)
rate case process, the adoption of interim rates, and a series of rate
proceedings that resulted in much needed rate relief." As quoted in
the press release, "Rate relief continues to be the primary
determinant of financial health at both Golden State and its parent,
American States."
    Commenting on S&P's actions, AWR's President and Chief Executive
Officer Floyd E. Wicks stated, "We are very pleased with S&P's
decision to update the outlook to stable for both AWR and GSWC and we
appreciate S&P's efforts to understand the issues confronting GSWC and
the industry in which it operates."
    S&P's corporate credit ratings range from AAA (highest rating
possible) to D (rating for default), reflecting S&P's opinion of a
company's overall capacity to meet its financial obligations. Credit
ratings are not recommendations to buy, sell or hold a security and
are subject to change or withdrawal at any time by the rating agency.
    Certain matters discussed in this news release with regard to the
Company's expectations may be forward-looking statements that involve
risks and uncertainties. The assumptions and risk factors that could
cause actual results to differ materially, include those described in
the Company's Form 10-Q and Form 10-K filed with the Securities and
Exchange Commission.
    American States Water Company is the parent of Golden State Water
Company, American States Utility Services, Inc. and Chaparral City
Water Company. Through its subsidiaries, AWR provides water service to
1 out of 30 Californians located within 75 communities throughout 10
counties in Northern, Coastal and Southern California (approximately
252,800 customers) and to approximately 13,000 customers in the city
of Fountain Hills, Arizona and a small portion of Scottsdale, Arizona.
The Company also distributes electricity to approximately 23,000
customers in the Big Bear recreational area of California. Through its
non-regulated subsidiary, American States Utility Services, the
Company contracts with various municipalities, the U.S. government and
private entities to provide various services, including billing and
meter reading, water marketing and operation and maintenance of water
and wastewater systems.

    CONTACT: American States Water Company
             Robert J. Sprowls, 909-394-3600, ext. 647