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) January 2, 2013AMERICAN STATES ~~WATER COMPANY(Exact name of registrant as specified in its charter)~~

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 29, 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)~~

(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)

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 2 29, 2013, the ~~Boards~~independent members of ~~Directors~~the Board of ~~American~~Directors ~~States~~approved, ~~Water Company~~upon ~~and~~recommendation ~~Golden~~of ~~State~~the ~~Water~~Compensation ~~Company~~Committee, ~~increased~~base ~~the~~salaries ~~number~~for of2013 ~~their directors~~for toRobert ~~eleven~~J. inSprowls, ~~accordance~~President ~~with~~and ~~the~~Chief ~~provisions~~Executive Officer of ~~their Bylaws. In~~American ~~order~~States toWater ~~fill~~Company ~~the~~and ~~vacancy~~its ~~created~~subsidiaries, byDenise ~~the~~L. ~~expansion~~Kruger, ~~of American~~Senior ~~States~~Vice ~~Water~~President-Regulated ~~Company’s~~Utilities ~~Board,~~for ~~the~~Golden ~~Board~~State ~~appointed~~Water ~~John~~Company, ~~R. Fielder~~McClellan asHarris aIII, ~~Class~~Senior ~~III~~Vice ~~director~~President toand ~~serve~~Assistant ~~until~~Secretary of American States ~~Water Company’s~~Utility ~~annual~~Services, Inc., ~~meeting~~Eva inG. ~~2014~~Tang, orSenior ~~until~~Vice ~~his~~President-Finance, ~~successor~~Chief isFinancial ~~duly~~Officer ~~elected~~ and ~~qualified. The~~Corporate ~~Board~~Secretary of ~~Directors~~American States Water Company and its subsidiaries and Treasurer of ~~Golden~~American ~~State~~States Water Company ~~also~~ ~~appointed~~and MrPatrick R. ~~Fielder~~Scanlon, asVice aPresident ~~director~~- Water Operations of Golden State Water Company at ~~the~~of ~~same~~$630,000, ~~time~~$365,300, $355,200, $355,200 and $280,100, respectively.

~~There~~On isthe nosame ~~arrangement~~day, orthe ~~understanding~~Compensation ~~between~~Committee ~~Mr.~~of ~~Fielder~~the ~~and~~Board ~~any other~~of ~~person~~Directors ~~pursuant~~also approved an award of restricted stock units to ~~which~~the hesame ~~was~~executive ~~appointed~~officers asin athe ~~director~~amount of ~~the Company~~2,307 restricted stock units for Mr. Sprowls, 1,025 restricted stock units, each, for Ms. Kruger, Mr. Harris ~~Fielder~~and ~~has~~Ms. Tang, ~~not~~and ~~had~~800 ~~any~~restricted ~~direct~~stock orunits ~~indirect~~for ~~material interest~~Mr. Scanlon, ineffective ~~any~~January 29, ~~transaction~~2013. ~~between~~The awards vest and restrictions lapse on the ~~Company~~first, orsecond ~~any~~and third anniversaries of ~~its subsidiaries~~the ~~involving~~grant ~~more~~date ~~than~~in ~~$120~~the percentages of 33%,~~000~~ ~~since~~33% ~~January~~and 134%, ~~2012~~respectively. ~~nor~~Under ~~is there~~the ~~any~~terms ~~such~~of ~~proposed~~each ~~transaction~~restricted stock unit grant, each officer 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.

~~Section 9 - Financial Statements and Exhibits~~ 2

~~Item 9.01. Financial Statements and Exhibits.~~SIGNATURES

~~Exhibit~~Pursuant ~~99.1 Press~~to ~~Release~~the ~~dated~~requirements ~~January~~of 4the Securities Exchange Act of 1934, ~~2013~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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

	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

~~SIGNATURES~~ 3

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:	January 4, 2013	/s /Eva G. Tang
		Eva G. Tang
		Senior Vice President-Finance, Chief Financial
		Officer, Corporate Secretary and Treasurer

		GOLDEN STATE WATER COMPANY
Date:	January 4, 2013	/s /Eva G. Tang
		Eva G. Tang
		Senior Vice President-Finance, Chief Financial
		Officer and Secretary

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