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<TITLE>Western Water Company Form S-8</TITLE>
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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>As filed with the Securities and Exchange Commission on October 15, 2001. File No.&nbsp;333-</B>
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<P align="center"><FONT size="4"><B>SECURITIES AND EXCHANGE COMMISSION</B></FONT><BR>
<FONT size="2"><B>Washington, D.C. 20549</B></FONT>

<P align="center"><FONT size="4"><B>________________<BR>
FORM S-8</B></FONT>

<P align="center"><FONT size="2"><B>REGISTRATION STATEMENT<BR>
UNDER<BR>
THE SECURITIES ACT OF 1933</B></FONT>

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<P align="center"><FONT size="5"><B>WESTERN WATER COMPANY</B></FONT><BR>
<FONT size="2"><B>(Exact name of issuer as specified in its charter)</B></FONT>

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        <TD nowrap align="center"><FONT size="2"><B>Delaware</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center"><FONT size="2"><B>33-0085833</B></FONT></TD>
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        <TD align="center" valign="top"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2"><B>(State or other jurisdiction of<BR>
incorporation or organization)</B></FONT></DIV></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">
<B>(I.R.S. Employer<BR>
Identification No.)</B></FONT></DIV></TD>
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<P align="center"><FONT size="2"><B>102 Washington Avenue,<BR>
Point Richmond, California 94801<BR>
(Address of principal executive offices)</B></FONT>

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<P align="center"><FONT size="2"><FONT size="3"><B>WESTERN WATER COMPANY 1997 STOCK OPTION PLAN<BR>
WESTERN WATER COMPANY 1993 STOCK OPTION PLAN<BR>
(Full title of the plans)</B></FONT></FONT>

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<P align="center"><FONT size="2"><B>Michael Patrick George<BR>
Chairman, President and Chief Executive Officer<BR>
Western Water Company<BR>
102 Washington Avenue,<BR>
Point Richmond, California 94801</B><BR>
(Name and address of agent for service)<BR>
<BR>
<B>(510)&nbsp;234-7400</B><BR>
(Telephone number, including area code, of agent for service)<BR>
<BR>
<B>Copy to:<BR>
Istvan Benko, Esq.<BR>
Troy &#038; Gould Professional Corporation<BR>
1801 Century Park East, Suite&nbsp;1600<BR>
Los Angeles, California 90067<BR>
(310)&nbsp;553-4441</B></FONT>

<P align="center"><FONT size="2"><B>&#091;Cover page continued on next page&#093;</B></FONT>

<P align="center"><FONT size="2">&nbsp;
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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>


<P align="center"><FONT size="2"><B>CALCULATION OF REGISTRATION FEE</B></FONT>

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        <TD width="3%">&nbsp;</TD>
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        <TD width="3%">&nbsp;</TD>
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        <TD width="6%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
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        <TD width="4%">&nbsp;</TD>
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        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1">Proposed maximum</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1">Proposed maximum</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
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        <TD nowrap align="center"><FONT size="1">Title of securities</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1">Amount to be</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1">offering price</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1">aggregate offering</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1">Amount of</FONT></TD>
</TR>
<TR valign="bottom">
        <TD nowrap align="center"><FONT size="1">to be registered</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1">registered(1)</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1">per share</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1">price(1)</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1">registration fee(1)</FONT></TD>
</TR>
<TR valign="bottom">
        <TD nowrap align="center"><HR size="1" noshade></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD colspan="3"><HR size="1" noshade></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD colspan="3"><HR size="1" noshade></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD colspan="3"><HR size="1" noshade></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
        <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Common Stock, $.001 par value</FONT></DIV></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD colspan="3" align="right"><FONT size="2">20,000 shares</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD nowrap align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">0.23</FONT></TD>
        <TD nowrap><FONT size="2">(2)</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">4,600</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">1.15</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Common Stock, $.001 par value</FONT></DIV></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD colspan="3" align="right"><FONT size="2">1,041,000 shares</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD nowrap align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">0.39</FONT></TD>
        <TD nowrap><FONT size="2">(2)</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">405,990</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">101.50</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
        <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Common Stock, $.001 par value</FONT></DIV></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD colspan="3" align="right"><FONT size="2">88,500 shares</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD nowrap align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">0.68</FONT></TD>
        <TD nowrap><FONT size="2">(2)</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">60,180</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">15.05</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Common Stock, $.001 par value</FONT></DIV></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD colspan="3" align="right"><FONT size="2">20,000 shares</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD nowrap align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">4.00</FONT></TD>
        <TD nowrap><FONT size="2">(2)</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">80,000</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">20.00</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
        <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Common Stock, $.001 par value</FONT></DIV></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD colspan="3" align="right"><FONT size="2">20,000 shares</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD nowrap align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">4.375</FONT></TD>
        <TD nowrap><FONT size="2">(2)</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">87,500</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">21.88</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Common Stock, $.001 par value</FONT></DIV></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD colspan="3" align="right"><FONT size="2">60,000 shares</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD nowrap align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">9.50</FONT></TD>
        <TD nowrap><FONT size="2">(2)</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">570,000</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">142.50</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
        <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Common Stock, $.001 par value</FONT></DIV></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD colspan="3" align="right"><FONT size="2">40,000 shares</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD nowrap align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">10.875</FONT></TD>
        <TD nowrap><FONT size="2">(2)</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">435,000</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">108.75</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Common Stock, $.001 par value</FONT></DIV></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD colspan="3" align="right"><FONT size="2">20,000 shares</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD nowrap align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">12.00</FONT></TD>
        <TD nowrap><FONT size="2">(2)</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">240,000</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">60.00</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
        <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Common Stock, $.001 par value</FONT></DIV></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD colspan="3" align="right"><FONT size="2">10,000 shares</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD nowrap align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">12.06</FONT></TD>
        <TD nowrap><FONT size="2">(2)</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">120,000</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">30.15</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Common Stock, $.001 par value</FONT></DIV></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD colspan="3" align="right"><FONT size="2">60,000 shares</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD nowrap align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">13.50</FONT></TD>
        <TD nowrap><FONT size="2">(2)</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">810,000</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">202.50</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
        <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Common Stock, $.001 par value</FONT></DIV></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD colspan="3" align="right"><FONT size="2">10,000 shares</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD nowrap align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">13.865</FONT></TD>
        <TD nowrap><FONT size="2">(2)</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">138,650</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">34.66</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Common Stock, $.001 par value</FONT></DIV></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD colspan="3" align="right"><FONT size="2">20,000 shares</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD nowrap align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">14.50</FONT></TD>
        <TD nowrap><FONT size="2">(2)</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">290,000</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">72.50</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
        <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Common Stock, $.001 par value</FONT></DIV></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD colspan="3" align="right"><FONT size="2">20,000 shares</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD nowrap align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">15.875</FONT></TD>
        <TD nowrap><FONT size="2">(2)</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">317,000</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">79.38</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Common Stock, $.001 par value</FONT></DIV></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD colspan="3" align="right"><FONT size="2">6,666 shares</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD nowrap align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">18.697</FONT></TD>
        <TD nowrap><FONT size="2">(2)</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">124,634</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">31.16</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
        <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Common Stock, $.001 par value</FONT></DIV></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD colspan="3" align="right"><FONT size="2">187,840 shares</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD nowrap align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">0.52</FONT></TD>
        <TD nowrap><FONT size="2">(3)</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">97,677</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">24.42</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Common Stock, $.001 par value</FONT></DIV></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD colspan="3" align="right"><FONT size="2">165,000 shares</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD nowrap align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">0.52</FONT></TD>
        <TD nowrap><FONT size="2">(4)</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">85,800</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">21.45</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
        <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2"><B>TOTAL</B></FONT></DIV></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD nowrap colspan="3" align="right"><FONT size="2">1,789,006  shares</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">3,868,131</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">967.03</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
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<P>
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<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
      <TD width="1%" align="left" nowrap><FONT size="2">(1)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">In accordance with Rule&nbsp;416 of the Securities Act of 1933, there also are
being registered such indeterminate number of additional shares of Common
Stock as may become issuable pursuant to anti-dilution provisions of the
1997 Stock Option Plan and the 1993 Stock Option Plan (collectively, the
&#147;Plans&#148;).</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="top">
      <TD width="1%" align="left" nowrap><FONT size="2">(2)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">The registration fee for shares of Common Stock issuable upon exercise of
outstanding options under the Plans was calculated pursuant to Rule&nbsp;457(h)
using the prices at which such outstanding options may be exercised.</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="top">
      <TD width="1%" align="left" nowrap><FONT size="2">(3)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">Options to purchase a total of 187,840 shares of common stock are still
available for grant under the 1993 Stock Option Plan. Since the option
exercise price of these 187,840 option shares is not known, the proposed
maximum offering price per share and maximum aggregate offering price are
calculated in accordance with Rule&nbsp;457(c) and Rule&nbsp;457(h) under the
Securities Act of 1933 based upon a price of $0.52, which is the average
of the high and low sales prices of the common stock on the OTC Bulletin
Board on October&nbsp;9, 2001.</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="top">
      <TD width="1%" align="left" nowrap><FONT size="2">(4)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">Options to purchase a total of 165,000 shares of common stock are still
available for grant under the 1997 Stock Option Plan. Since the option
exercise price of these 165,000 option shares is not known, the proposed
maximum offering price per share and maximum aggregate offering price are
calculated in accordance with Rule&nbsp;457(c) and Rule&nbsp;457(h) under the
Securities Act of 1933 based upon a price of $0.52, which is the average
of the high and low sales prices of the common stock on the OTC Bulletin
Board on October&nbsp;9, 2001.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2"><B>____________________________</B></FONT>

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<TR><TD colspan="9"><A HREF="#000">PART I</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#001">Item&nbsp;1. Plan Information.*</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#002">Item&nbsp;2. Registrant Information and Employee Plan Annual Information.*</A></TD></TR>
<TR><TD colspan="9"><A HREF="#003"> PART II</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#004">Item&nbsp;3. Incorporation of Documents by Reference</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#005">Item&nbsp;6. Indemnification of Directors and Officers</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#006">Item&nbsp;8. Exhibits</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#007">Item&nbsp;9. Undertakings</A></TD></TR>
<TR><TD colspan="9"><A HREF="#008">SIGNATURES</A></TD></TR>
<TR><TD colspan="9"><A HREF="#009">EXHIBIT INDEX</A></TD></TR>
<TR><TD colspan="9"><A HREF="a76313orex5.txt">EXHIBIT 5</A></TD></TR>
<TR><TD colspan="9"><A HREF="a76313orex23-1.txt">EXHIBIT 23.1</A></TD></TR>
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<P align="center"><FONT size="2"><B>PART I</B></FONT>

<P align="center"><FONT size="2"><B>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B></FONT>

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      <TD width="1%" align="left" nowrap><FONT size="2">*</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">Information required by Part I to be contained in the Section&nbsp;10(a)
prospectus is omitted from the Registration Statement in accordance with
Rule&nbsp;428 of the General Rules and Regulations under the Securities Act of
1933 and the Note to Part I of Form&nbsp;S-8.</FONT></TD>
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<P align="center"><FONT size="2">&nbsp;
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<P align="center"><FONT size="2"><B>EXPLANATORY NOTE</B></FONT>

<P><FONT size="2">The Prospectus that is being filed with this Registration Statement has
been prepared in accordance with the requirements of General Instruction
C to Form&nbsp;S-8 and Part I of Form&nbsp;S-3, and may be used for re-offerings of
Common Stock acquired by persons named therein pursuant to the Western
Water Company 1993 Stock Option Plan and 1997 Stock Option Plan.
</FONT>
<P align="center"><FONT size="2">&nbsp;
</FONT>

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<P align="left"><FONT size="2"><B>PROSPECTUS</B></FONT>

<P align="center"><FONT size="2"><B>966,000 Shares</B></FONT>

<P align="center"><FONT size="2"><B>WESTERN WATER COMPANY</B></FONT>

<P align="center"><FONT size="2"><B>Common Stock</B></FONT>

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<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This prospectus relates to the offer for sale from time to time of up to
966,000 shares of common stock, $0.001 par value per share, that may be sold to
officers and/or directors of this company in the future upon the exercise of
outstanding options granted under our 1993 Stock Option Plan and 1997 Stock
Option Plan. We will refer to the holders of such options and the purchasers
of our common stock as the &#147;selling stockholders.&#148;
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our common stock is traded on the OTC Bulletin Board under the Symbol
&#147;WWTR.&#148; The last reported sale price for our common stock
on October&nbsp;12, 2001
on the OTC Bulletin Board was $0.58&nbsp;per share.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All of the shares of our common stock covered by this prospectus are being
offered by certain of our stockholders on a delayed or continuous basis. We
will not receive any proceeds from the offering. We will bear the costs
relating to the registration of the shares being offered by this prospectus,
other than selling commissions. The selling stockholders, or any pledgees,
donees, transferees, or other successors in interest of the selling
stockholders, may offer the shares from time to time during the effectiveness
of this registration statement for sale in the over-the-counter market, in one
or more negotiated transactions, or through a combination of methods of sale,
at prices and on terms then prevailing or at negotiated prices. The selling
stockholders may sell the shares through broker-dealers, who may receive
compensation in the form of discounts, concessions or commissions.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>The common stock involves a high degree of risk. See &#147;risk factors&#148;
beginning on page 4.</B>
</FONT>
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<P align="center"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.</B></FONT>

<P align="center"><FONT size="2">The date of this Prospectus is October 15, 2001</FONT>

<P align="center"><FONT size="2">&nbsp;
</FONT>

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<P align="center"><FONT size="2"><B>Where You Can Find More Information</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We file annual, quarterly, and current reports, proxy statements, and
other information with the Securities and Exchange Commission. You may read
any document that we have filed or will file with the Securities and Exchange
Commission without charge at the public reference facilities maintained by the
Securities and Exchange Commission at its main office located at Room&nbsp;1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, or at the
regional office at Suite&nbsp;1400, 500 West Madison Street Chicago, Illinois 60661.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For a fee prescribed by the Securities and Exchange Commission, you may
obtain copies of all or any portion of the documents that we file with the
Securities and Exchange Commission from the main office of the Public Reference
Section of the Commission at the above address, or by calling the Commission at
1-800-SEC-0330. Our filings are also available to the public on the
Commission&#146;s Website at http://www.sec.gov.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This prospectus constitutes part of a Registration Statement on Form&nbsp;S-8
filed by us with the Commission under the Securities Act of 1933, as amended.
This prospectus does not contain all of the information contained in the
registration statement, and reference is hereby made to the registration
statement and related exhibits for information with respect to our company and
the securities offered hereby. Any statements contained herein concerning the
provisions of any document are not necessarily complete, and, in such instance,
reference is made to the copy of such document filed as an exhibit to the
registration statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference.
</FONT>
<P align="center"><FONT size="2"><B>Information Incorporated by Reference</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Securities and Exchange Commission allows us to incorporate by
reference the information we file with it, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be a part of this
prospectus, and information that we later file with the Commission will
automatically update and supersede this information. We incorporate by
reference the following documents:
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp; Our annual report on Form&nbsp;10-K for the fiscal year ended March&nbsp;31,
2001;
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp; Our quarterly report on Form&nbsp;10-Q for the quarter ended June&nbsp;30, 2001;
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp; Our Current
Report on Form&nbsp;8-K, dated October&nbsp;5, 2001;
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp; The description of the our common stock contained in the registration
statement on Form&nbsp;8-B filed with the Commission on April&nbsp;6, 1994 under Section
12 of the Securities Exchange Act, including any amendment or report filed for
the purpose of updating such description; and
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp; Any document that we file with the Securities and Exchange Commission
under Sections&nbsp;13(a), 13(c), 14 or 15(d) of the Securities Exchange Act after
the date of this prospectus and before the termination of this offering.
Information in these filings will be deemed to be incorporated by reference as
of the date we make the filing.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You may request a copy of these filings from us at no cost by writing or
calling us at the following address and telephone number: 102 Washington
Avenue, Point Richmond, California 94801 Attention: Chief Financial Officer
(510)&nbsp;234-7400. You should rely only on the information contained or
incorporated by reference in this prospectus. We have not authorized anyone
else to provide you with additional or different information. These securities
are only being offered in states where the offer is permitted. You should not
assume that the information in this prospectus is accurate as of any date other
than the dates on the front of this prospectus.
</FONT>
<P align="center"><FONT size="2">2
</FONT>

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<P align="center"><FONT size="2"><B>SPECIAL NOTE REGARDING<BR>
FORWARD-LOOKING STATEMENTS</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Some of the information in this prospectus and in the documents that we
incorporate by reference into this prospectus contains forward-looking
statements that involve substantial risks and uncertainties. You can identify
these statements by forward-looking words such as &#147;expect,&#148; &#147;anticipate,&#148;
&#147;plan,&#148; &#147;believe,&#148; &#147;estimate,&#148; and similar words. Statements that we make in
this prospectus and in the documents that we incorporate by reference into this
prospectus that are not statements of historical fact may also be
forward-looking statements. In particular, statements that we make in
&#147;Management&#146;s Discussion and Analysis of Financial Condition and Results of
Operations&#148; relating to future revenues from water related activities, our
ability to complete water sale contracts, and the sufficiency of capital to
meet working capital and capital expenditures requirements, are forward-looking
statements. Forward-looking statements are not guarantees of our future
performance, and involve risks, uncertainties and assumptions that may cause
our actual results to differ materially from the expectations we describe in
our forward-looking statements. There may be events in the future that we are
not accurately able to predict, or over which we have no control. You should
not place undue reliance on forward-looking statements. We do not promise to
notify you if we learn that our assumptions or projections are wrong for any
reason. Before you invest in our common stock, you should be aware that the
risks we discuss in our annual report and our quarterly reports and other
documents we incorporate by reference and the risks we discuss elsewhere in
this prospectus could cause our actual results to differ from any
forward-looking statements. You should consider these risks carefully before
deciding to purchase shares of our common stock.
</FONT>
<P align="center"><FONT size="2"><B>OUR COMPANY</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To date, our principal business has been to identify, manage, acquire,
develop, sell and lease water and water rights in the western United States.
Prior to 2000, we had been developing this business through the acquisition of
water rights and other interests in water, the purchase of real estate for the
water rights associated with such real estate, and the sale or lease of water.
As a result of our prior activities, we currently own, directly and indirectly,
a portfolio of water rights, as well as real estate, in California and
Colorado. Until two years ago, we derived most of our revenue from the sale of
real estate that we acquired for the associated water rights, and from
assisting unaffiliated owners of water rights to obtain revenue from their
water rights. In the two most recent completed fiscal years, virtually all of
our revenues were generated from the sale or lease of water owned by us, or the
sale of water we purchased for the purpose of reselling it. However, delays
and uncertainty in our attempts to overcome regulatory obstacles to execute
additional water transfers have forced us to reconsider our business plans and
to consider other alternatives. As a result, during the past fiscal year, we
modified our prior business plan and sought to restructure our balance sheet
and sell some of our non-strategic assets to support development of our primary
water wholesaling business.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As noted, our principal historic activity previously had been to acquire
and develop water assets in California and in the Cherry Creek basin in
Colorado. We did so because we believe that there is a growing demand for
water resources in both of these areas which demand is expected to exceed the
water resources currently available. During the fiscal year ended March&nbsp;31,
2000, we executed a variety of &#147;take if delivered&#148; wholesale water supply
contracts with a number of retail municipal water agencies. Since then,
however, we have encountered significant regulatory obstacles to our attempts
to develop and transfer water for delivery to such customers. Because of our
inability to generate revenues from water sales, we suspended our asset
acquisition program, reduced our marketing activities, curtailed our overhead
expenditures, and deferred certain development activities. We are now
concentrating our efforts on overcoming the regulatory obstacles to water
transfers and in arranging water transfers that do not face such obstacles. We
are also increasing our efforts to assist non-affiliated water rights owners to
develop and manage their water rights for maximum long-term value.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We currently own various water assets in Northern and Southern California.
Our principal Northern California water assets consists of certain
river-related water rights, together with certain groundwater rights,
</FONT>
<P align="center"><FONT size="2">3
</FONT>

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<P><FONT size="2">associated with approximately 9,055 acres of real property located along
the Yuba River in California. We also own water rights associated with 1,540
acres of California rice farms and ranches located in Northern California.
There are, however, in our view, significant obstacles to realizing value from
our water rights associated with the 9,055 acres of Yuba property.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our principal Colorado water interests initially consisted of the water
rights associated with an aggregate of 4,559 acres of land and certain other
water rights in the Cherry Creek basin. This land is in the drainage area of
Cherry Creek, south of Denver, in Douglas County, Colorado. However, since we
purchased the Cherry Creek assets in 1992 for the purpose of developing and
then selling/leasing water in the Cherry Creek basin, we have since sold 4,151
acres of the land that was not needed for our Cherry Creek water project. We
have, however, retained, and we currently still own, almost all of the water
rights that were associated with the land that we sold.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Currently, our California real estate holdings consist of approximately
1,570 acres located in Northern California and 247 acres in Southern
California. Our Colorado real estate holdings currently consist of
approximately 408 acres of land located in the Cherry Creek basin.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our principal executive office is located at 102 Washington Avenue, Point
Richmond, CA 94801, and our telephone number is (510)&nbsp;234-7400. References to
us and our company in this prospectus include Western Water Company and to all
of our subsidiaries. On September&nbsp;18, 1992, we changed our name from &#147;YG
Development Company&#148; to &#147;Western Water Company,&#148; and on March&nbsp;23, 1994, we
changed our state of incorporation from California to Delaware.
</FONT>
<P align="center"><FONT size="2"><B>RISK FACTORS</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Before you invest in our common stock, you should be aware that there are
various risks, including those described below, that may affect our business,
financial condition and results of operations. The following list of risks is
not an exhaustive list of all such risks.
</FONT>
<P><FONT size="2">We have a history of losses in our principal business and, due to regulatory
hurdles, we may never realize any profits.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To date, our activities have primarily consisted of (i)&nbsp;acquiring,
managing and developing our various water rights and related assets, and (ii)
attempting to market and sell our water assets and the water assets of our
clients. We only generated $2,127,000, $2,796,000, and $1,823,000 of total
revenues during the fiscal years ended March&nbsp;31, 2001, 2000 and 1999,
respectively, while incurring net losses of $1,315,000, $3,185,000, and
$5,435,000 during such years, respectively. Until this past fiscal year, we
believed that the regulatory obstacles that have prevented the development of a
water market would be lowered and that we would thereafter be able to monetize
our principal water assets, substantially increase our revenues, and generate
profits. We now believe that the regulatory hurdles may not be lowered in the
near future and that revenues that we had anticipated from water transfers will
not be received as expected. As a result, we cannot predict when, if ever, we
will be able to generate significant revenues from the development and sale of
water in accordance with our original business plan.
</FONT>
<P><FONT size="2">Regulatory hurdles impede our ability to generate future water revenues.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our ability to generate significant revenues in the future is dependent on
(i)&nbsp;our ability to sell significant quantities of water from our Northern
California Yuba County water assets, (ii)&nbsp;our ability to develop and sell water
as part of our Colorado Cherry Creek project, (iii)&nbsp;our success in our
activities as an independent water wholesaler in California, and (iv)&nbsp;our
ability to resolve regulatory issues restricting our ability to sell and
transport water to potential customers. We have encountered significant
regulatory obstacles to our attempts to develop and transfer our California
water for delivery to our potential customers, which
</FONT>
<P align="center"><FONT size="2">4
</FONT>

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<P><FONT size="2">regulatory obstacles we do not expect to overcome in the near future.
Unless the regulatory impediments are removed, we now believe that our ability
to generate significant revenues from our water assets will be severely
limited. No assurance can be given that the regulations currently limiting our
ability to exploit our water assets will be changed, or if changed, that the
change will occur in the near future. In addition to the foregoing regulatory
difficulties, before we can consummate significant water deliveries in the
Cherry Creek area, the purchaser or purchasers of such water may have to build
the infrastructure necessary to utilize the water, or the purchasers may
require that we build such an infrastructure. The need to construct such an
infrastructure will affect our ability to sell our Cherry Creek water, the
price at which the water can be sold, and the revenues that we can derive from
those Colorado water assets. Finally, in addition to our ability to overcome
numerous regulatory impediments, our ability to become an independent water
wholesaler in California is dependent upon our ability to arrange for the
transportation and storage of water and on our ability to finance the foregoing
activities. As a result, no assurance can be given that we will ever be able
to generate significant revenues from water transfer activities.
</FONT>
<P><FONT size="2">Our future business plan is uncertain.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For the past decade, our principal goal was to acquire water assets in the
semi-arid states of the Western United States, particularly in California and
Colorado. Our plan was to develop these water assets and then sell or lease
these assets to water agencies and municipalities. In addition, our plan was
to provide other water related services, primarily in California. In
developing the foregoing plan, we assumed that a water market would be created
in California and that we would be able to participate in that market.
Unfortunately, a water market is not developing as we anticipated, which has
affected our ability to both market our water assets in California and to
provide water-related services. Accordingly, although we are currently still
trying to develop revenue sources in accordance with our original business
plan, institutional and physical impediments to a practical California water
market will require us to either restructure our original business plan or
develop an alternative business plan. We do not currently have a definitive
alternative business plan in place for the California water market. We do,
however, expect to continue to pursue our existing plan to develop our Cherry
Creek project in Colorado. As a result, investors should not assume that our
operations in the future will be based on our historic business plan. Changes
in our future business could be drastic, and could include further sales of our
assets, a substantial reduction in the scope of our operations, or even the
development or acquisition of new businesses unrelated to our traditional water
business.
</FONT>
<P><FONT size="2">We only have limited financial resources with which we can complete our current
business plan.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As a result of the operating losses we have sustained during the last few
years, we may not have sufficient cash to carry out our current or
alternative business plans
over the longer term. Although we believe that we have sufficient working capital to fund our operations for the balance of the current fiscal year that
ends on March&nbsp;31, 2002, we may not have sufficient resources to fund our
operations in future years. In addition, due to the regulatory difficulties
that we have encountered, our ability to generate cash from the water assets
that we own in accordance with our business plan has become questionable, and
the time period in which a return could be realized from our water properties
has been extended for an unknown period. These uncertainties will make it
difficult for us to obtain new financing that we may need to complete our
current business plan after the end of this fiscal year.
</FONT>
<P><FONT size="2">Our common stock has been de-listed from Nasdaq National Market.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Last year, we received a notice from The Nasdaq Stock Market that our
common stock had failed to maintain a minimum bid price of $1.00 per share over
a 30-day period and that the market value of our public float was below
$5,000,000. Accordingly, our common stock was de-listed from trading on the
Nasdaq National Market effective August&nbsp;30, 2000. Since then, our common stock
has been traded electronically on the OTC Bulletin Board. The effects of such
a de-listing are unknown, but we believe that the de-listing has reduced our
stock&#146;s visibility with investors and thereby negatively affected the tracking
volume and sales
</FONT>
<P align="center"><FONT size="2">5
</FONT>

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<P><FONT size="2">price. In addition, the de-listing from Nasdaq National Market may
adversely affect our ability to attract and obtain financing because of the
decreased liquidity of our shares.
</FONT>
<P><FONT size="2">There is only a limited market for our common stock
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Although our common stock trades on the OTC Bulletin Board maintained by
the National Association of Securities Dealers, a regular trading market for
the securities may not be sustained in the future. The OTC Bulletin Board is
an inter-dealer, over-the-counter market that provides significantly less
liquidity than the NASDAQ Stock Market. Quotes for stocks included on the OTC
Bulletin Board are not listed in the financial sections of newspapers as are
those for the NASDAQ Stock Market. Therefore, prices for securities traded
solely on the OTC Bulletin Board may be difficult to obtain and holders of
common stock may be unable to resell their securities at or near their original
offering price or at any price. The market price for shares of our common
stock is likely to be very volatile, and numerous factors beyond our control
may have a significant effect on the market for these shares.
</FONT>
<P><FONT size="2">Substantial sales of common stock could cause our stock price to fall
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As of October&nbsp;8, 2001, we had outstanding 8,069,012 shares of common
stock. A total of 1,789,006 shares of common stock are being registered for
resale pursuant to this prospectus. The daily trading volume for our shares
often is very limited and fluctuates significantly from day to day.
Accordingly, no prediction can be made as to the effect, if any, that the sales
of shares of 1,789,006 common stock or the availability of such shares for sale
will have on the market prices prevailing from time to time. Nevertheless, the
possibility that substantial amounts of common stock may be sold in the public
market may adversely affect prevailing market prices for our common stock and
could impair our ability to raise capital through the sale of our equity
securities.
</FONT>
<P><FONT size="2">Our common stock may be deemed &#147;Penny Stock&#148; and therefore subject to special
requirements
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our common stock may be deemed to be a &#147;penny stock&#148; as that term is
defined in Rule&nbsp;3a51-1 promulgated under the Securities Exchange Act of 1934.
Penny stocks are stocks (i)&nbsp;with a price of less than five dollars per share;
(ii)&nbsp;that are not traded on a &#147;recognized&#148; national exchange; (iii)&nbsp;whose
prices are not quoted on the NASDAQ automated quotation system (NASDAQ-listed
stocks must still meet requirement (i)&nbsp;above); and (iv)&nbsp;in issuers with net
tangible assets of less than $2,000,000 (if the issuer has been in continuous
operation for at least three years) or $5,000,000 (if in continuous operation
for less than three years), or with average revenues of less than $6,000,000
for the last three years.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;15(g) of the Securities Exchange Act of 1934, and Rule&nbsp;15g-2
promulgated under the Securities Exchange Act of 1934, require broker-dealers
dealing in penny stocks to provide potential investors with a document
disclosing the risks of penny stocks and to obtain a manually signed and dated
written receipt of the document before effecting any transaction in a penny
stock for the investor&#146;s account. Moreover, Rule&nbsp;15g-9 promulgated under the
Securities Exchange Act of 1934 requires broker-dealers in penny stocks to
approve the account of any investor for transactions in such stocks before
selling any penny stock to that investor. This procedure requires the
broker-dealer to (i)&nbsp;obtain from the investor information concerning his or her
financial situation, investment experience and investment objectives; (ii)
reasonably determine, based on that information, that transactions in penny
stocks are suitable for the investor and that the investor has sufficient
knowledge and experience as to be reasonably capable of evaluating the risks of
penny stock transactions; (iii)&nbsp;provide the investor with a written statement
setting forth the basis on which the broker-dealer made the determination in
(ii)&nbsp;above; and (iv)&nbsp;receive a signed and dated copy of such statement from the
investor, confirming that it accurately reflects the investor&#146;s financial
situation, investment experience and investment objectives. Compliance with
these requirements may make it more difficult for investors in our common stock
to resell their shares to third parties or to otherwise dispose of them.
</FONT>
<P align="center"><FONT size="2">6
</FONT>

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<P align="center"><FONT size="2"><B>USE OF PROCEEDS</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Although we will receive proceeds upon the exercise of the options granted
under the 1993 Stock Option Plan and the 1997 Stock Option Plan, we will not
receive any proceeds from the sale of common stock being offered in this
prospectus by the selling stockholders.
</FONT>
<P align="center"><FONT size="2"><B>SELLING STOCKHOLDERS</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each selling stockholder currently is an officer and/or a director of
Western Water. The following table lists each selling stockholder and sets
forth certain information with respect to (i)&nbsp;the number of shares that each
selling stockholder may acquire upon the exercise of options granted to him
under the 1993 Stock Option Plan and/or the 1997 Stock Option Plan (whether or
not such options are currently exercisable), (ii)&nbsp;the beneficial ownership of
our common stock by each of the selling stockholders as of October&nbsp;8, 2001 and
as adjusted to reflect the sale of the shares of common stock offered hereby
for all selling stockholders. Beneficial ownership of the common stock by the
selling stockholders after this offering will depend on the number of shares
sold by each selling stockholder. The shares of common stock offered by this
prospectus consist of shares that the following listed persons may purchase in
the future upon the exercise of options previously granted to them under either
the 1993 Stock Option Plan or the 1997 Stock Option Plan. The shares acquired
upon the exercise of such stock options may be offered from time to time by the
selling stockholders named below. The following table assumes that all the
common stock offered by this prospectus is sold.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;With reference to the number of shares owned in the &#147;Ownership&#148; column and
the percent of ownership after the offering, we determined beneficial ownership
in accordance with rules of the Securities and Exchange Commission. Beneficial
ownership includes voting power and/or investment power with respect to the
securities held by the named individuals. Shares of common stock subject to
options currently exercisable or exercisable within 60&nbsp;days of October&nbsp;8, 2001,
are deemed outstanding for purposes of computing the percentage beneficially
owned by the person holding the options but are not deemed outstanding for
purposes of computing the percentage beneficially owned by any other person.
Except as otherwise noted, the persons or entities named have sole voting and
investment power with respect to all shares shown as beneficially owned by
them. We have calculated the percentage beneficially owned based upon the
8,069,012 shares of common stock outstanding as of October&nbsp;8, 2001.
</FONT>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="65%">
<TR valign="bottom">
        <TD width="43%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="6%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="6%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="4%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
</TR>
<TR valign="bottom">
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="7"><FONT size="1">Ownership</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1">Shares of common</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD colspan="7"><HR size="1" noshade></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
        <TD nowrap align="center"><FONT size="1">Name and position</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1">stock included in</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1">Before the</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1">After the</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1">Percent ownership</FONT></TD>
</TR>
<TR valign="bottom">
        <TD nowrap align="center"><FONT size="1">with Western Water</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1">prospectus(1)</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1">offering(2)</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1">offering</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1">after the offering</FONT></TD>
</TR>
<TR valign="bottom">
        <TD nowrap align="center"><HR size="1" noshade></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD colspan="3"><HR size="1" noshade></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD colspan="3"><HR size="1" noshade></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD colspan="3"><HR size="1" noshade></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">Michael P. George<BR>
President and Chief
Executive Officer</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">600,000</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">618,180</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">18,180</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
<TD><FONT size="2">James E. Sherman<BR>
Executive Vice
President and <BR>Chief
Operating Officer</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">220,000</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">220,000</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center"><FONT size="2">-0-</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">-0-</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
        <TD><FONT size="2">William T. Gochnauer<BR>
Senior Vice
President and <BR>Chief
Financial Officer</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">66,000</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">66,000</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center"><FONT size="2">-0-</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">-0-</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
        <TD><FONT size="2">David A. Abel<BR>
Director</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">50,000</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">50,000</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center"><FONT size="2">-0-</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">-0-</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
        <TD><FONT size="2">Robert A. Baker<BR>
Director</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">30,000</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">30,000</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center"><FONT size="2">-0-</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">-0-</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2">7
</FONT>

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<P>
<HR size="1" width="18%" align="left" noshade>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
      <TD width="1%" align="left" nowrap><FONT size="2">*</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">Less than 1%.</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="top">
      <TD width="1%" align="left" nowrap><FONT size="2">(1)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">Represents shares that are included in this prospectus and issuable upon exercise of outstanding options.
For the purposes of the column entitled &#147;Shares of common stock included in prospectus,&#148; all shares covered by
outstanding options as listed, even if such options are not currently exercisable.</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="top">
      <TD width="1%" align="left" nowrap><FONT size="2">(2)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">Consists of all shares currently owned by the selling stockholders plus any additional shares that are
beneficially owned by the selling stockholders.</FONT></TD>
</TR>
</TABLE>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This prospectus also covers any additional shares of common stock that
become issuable in connection with the shares of common stock registered for
sale hereby by reason of any stock dividend, stock split, recapitalization, or
other similar transaction effected without the receipt of consideration that
results in an increase in the number of outstanding shares of our common stock.
</FONT>
<P align="center"><FONT size="2"><B>PLAN OF DISTRIBUTION</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The shares offered hereby may be sold from time to time by the selling
stockholders or the successors in interest of the selling stockholders.
Whether such sales will be made and the timing and amount of any sales is left
to the discretion of each selling stockholder. Such sales may be made in the
over-the-counter market (or on an exchange if the common stock is listed on an
exchange in the future), or otherwise at prices and at terms then prevailing or
at prices related to the then current market price. The shares may be sold by
one or more of the following methods:
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#151; a block trade in which the broker or dealer so engaged will attempt to
sell the shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#151; purchases by a broker or dealer as principal and resale by such broker
or dealer for its own account pursuant to this prospectus;
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#151;  directly to a purchaser in a negotiated transaction;
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#151;  ordinary brokerage transactions and transactions in which the broker solicits purchasers.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In effecting sales, brokers or dealers engaged by the selling stockholders
may arrange for other brokers or dealers to participate. Brokers or dealers
will receive commissions or discounts from selling stockholders in amounts to
be negotiated immediately prior to the sale. The selling stockholders and any
broker-dealers that participate in the distribution may be deemed to be
&#147;underwriters&#148; within the meaning of Section&nbsp;2(11) of the Securities Act, and
any commission received by them and any profit on the resale of shares sold by
them may be deemed to be underwriting discounts and commissions. In addition,
any securities covered by this prospectus that qualify for sale pursuant to
Rule&nbsp;144 may be sold under Rule&nbsp;144 rather than pursuant to the prospectus.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have agreed to supply selling stockholders under this prospectus with a
reasonable quantity of prospectuses, and each selling stockholder is
responsible for complying with the prospectus delivery requirements of the
Securities Act.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If a selling stockholder notifies us that any material arrangement has
been entered into with a broker-dealer for the sale of the shares through a
block trade, special offering, exchange distribution or secondary distribution
or a purchase by a broker or dealer, we will file a supplement to this
prospectus, if required, pursuant to Rule&nbsp;424(c) under the Securities Act,
disclosing the following information:
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#151;  the name of each selling stockholder and of the participating broker-dealer(s);
<P align="center"><FONT size="2">8
</FONT>

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</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#151;  the number of shares involved;
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#151;  the price at which such shares were sold;
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#151; the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable; and
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#151; other facts material to the transaction.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have agreed to pay the expenses incurred in connection with preparing
and filing the registration statement of which this prospectus is a part (other
than selling commissions).
</FONT>
<P align="center"><FONT size="2"><B>LEGAL MATTERS</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The validity of the shares of common stock offered hereby will be passed
upon for us by Troy &#038; Gould Professional Corporation, Los Angeles, California.
</FONT>
<P align="center"><FONT size="2"><B>EXPERTS</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The consolidated financial statements of Western Water Company and
subsidiaries as of March&nbsp;31, 2001 and 2000, and for each of the years in the
three-year period ended March&nbsp;31, 2001, have been incorporated by reference
herein and in the registration statement in reliance upon the report of KPMG
LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
</FONT>
<P align="center"><FONT size="2">9
</FONT>

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<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No broker, dealer or any other person has been authorized to give any
information or to make any representations in connection with this offering
other than those contained in this Prospectus, and, if given or made, such
information or representations must not be relied upon as having been
authorized by us or any selling stockholder. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any securities
other than the shares of common stock to which it relates or an offer to, or a
solicitation of, any person in any jurisdiction where such an offer or
solicitation would be unlawful. Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of the company since the date
hereof or that information contained herein is correct as of any time
subsequent to its date.
</FONT>


<DIV>&nbsp;</DIV>
<DIV>&nbsp;</DIV>


<P align="center"><FONT size="2"><B>PROSPECTUS</B></FONT>
<DIV>&nbsp;</DIV>
<DIV>&nbsp;</DIV>

<P align="center"><FONT size="2"><B>WESTERN WATER COMPANY</B></FONT>

<P align="center"><FONT size="2"><B>966,000 Shares of Common Stock</B></FONT>

<P align="center"><FONT size="2"><B>October 15, 2001</B></FONT>

<P align="center"><FONT size="2">10
</FONT>

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<!-- link1 " PART II" -->
<DIV align="left"><A NAME="003"></A></DIV>
<P align="center"><FONT size="2"><B>PART II</B></FONT>

<P align="center"><FONT size="2"><B>INFORMATION NOT REQUIRED IN PROSPECTUS</B></FONT>

<!-- link2 "Item&nbsp;3. Incorporation of Documents by Reference" -->
<DIV align="left"><A NAME="004"></A></DIV>
<P align="left"><FONT size="2"><B>Item&nbsp;3. Incorporation of Documents by Reference</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents filed by Western Water Company (the &#147;Company&#148;)
with the Securities and Exchange Commission (the &#147;Commission&#148;) under the
Securities Exchange Act of 1934 (the &#147;Exchange Act&#148;) (Commission File No.
0-18756) are incorporated herein by reference: (a)&nbsp;the Company&#146;s Annual Report
on Form&nbsp;10-K for the fiscal year ended March&nbsp;31, 2001; (b)&nbsp;the Company&#146;s
Quarterly Report on Form&nbsp;10-Q for the quarter ended
June&nbsp;30, 2001; (c)&nbsp;the Company&#146;s Current Report on
Form 8-K dated October&nbsp;5, 2001; and (d)&nbsp;the
description of the Company&#146;s Common Stock contained in the Company&#146;s
Registration Statement on Form&nbsp;8-B filed on April&nbsp;7, 1994 with the Commission
under the Exchange Act, including any amendment or report subsequently filed by
the Company for the purpose of updating that description.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, any document filed by the Company with the Commission
pursuant to Sections&nbsp;13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent
to the date hereof, but prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all shares of Common Stock
registered hereunder have been sold or that deregisters all such shares of
Common Stock then remaining unsold, will be deemed incorporated herein by
reference and to be a part hereof from the date of filing of such document.
</FONT>
<!-- link2 "Item&nbsp;6. Indemnification of Directors and Officers" -->
<DIV align="left"><A NAME="005"></A></DIV>
<P align="left"><FONT size="2"><B>Item&nbsp;6. Indemnification of Directors and Officers</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company&#146;s Certificate of Incorporation and Bylaws permit the Company
to indemnify officers and directors of the Company to the fullest extent
permitted by the Delaware General Corporation Law. This provision is intended
to afford the Company&#146;s directors the benefit of the Delaware General
Corporation Law (the &#147;GCL&#148;), which provides that directors of a Delaware
corporation may be relieved of monetary liability for breach of their fiduciary
duty of care, except under certain circumstances involving breach of a
director&#146;s duty of loyalty, acts or omissions not in good faith or involving
intentional misconduct or a knowing violation of law, or any transaction from
which the director derived an improper personal benefit.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145 of the GCL authorizes indemnification by a Delaware
corporation when a person is made a party to any proceeding by reason of the
fact that such person is or was a director, officer, employee or agent of the
corporation or was serving as a director, officer, employee or agent of another
enterprise, at the request of the corporation, and if such person acted in good
faith and in a manner reasonably believed by him or her to be in, or not
opposed to, the best interests of the corporation. With respect to any
criminal proceeding, such person must have had no reasonable cause to believe
that his or her conduct was unlawful. If it is determined that the conduct of
such person meets these standards, he or she may be indemnified for expenses
incurred and amounts paid in such proceeding (including attorneys&#146; fees) if
actually and reasonably incurred by him or her in connection therewith.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If such a proceeding is brought by or on behalf of the corporation (<I>i.e.</I>,
a derivative suit), such person may be indemnified against expenses actually
and reasonably incurred if he or she acted in good faith and in a manner
reasonably believed by him or her to be in, or not opposed to, the best
interests of the corporation. There can be no indemnification with respect to
any matter as to which such person is adjudged to be liable to the corporation;
however, a court may, even in such case, allow such indemnification to such
person for such expenses as the court deems proper. Where such person is
successful in any such proceeding, he or she is entitled to be indemnified
against expenses actually and reasonably incurred by him or her. In all other
cases, indemnification is made by the corporation upon determination by it that
indemnification of such person is proper because such person has met the
applicable standard of conduct.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company has entered into indemnity agreements with certain of its
outside directors and its executive officers. Pursuant to the indemnity
agreements, the Company agrees to indemnify the executive
</FONT>
<P align="center"><FONT size="2">II-1
</FONT>

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<P><FONT size="2">officers and each outside director who is a party to such an indemnity
agreement under certain circumstances in which such outside director, executive
officer or the Company is named as a party to certain proceedings.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The foregoing indemnification provisions are broad enough to encompass
certain liabilities of directors and officers of the Company under the
Securities Act of 1933.
</FONT>
<!-- link2 "Item&nbsp;8. Exhibits" -->
<DIV align="left"><A NAME="006"></A></DIV>
<P align="left"><FONT size="2"><B>Item&nbsp;8. Exhibits</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following exhibits included herewith or incorporated herein by
reference are made a part of this Registration Statement:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
   <TD width="1%" nowrap><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT></TD>
   <TD width="1%" align="right" nowrap><FONT size="2">4.1</FONT></TD>
   <TD width="1%" nowrap><FONT size="2">&nbsp;&nbsp;</FONT></TD>
   <TD width="97%"><FONT size="2">1993 Stock Option Plan (previously filed as an exhibit to the
Company&#146;s Proxy Statement on Schedule&nbsp;14A filed on February&nbsp;7, 1994
and incorporated herein by reference).</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
   <TD width="1%" nowrap><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT></TD>
   <TD width="1%" align="right" nowrap><FONT size="2">4.2</FONT></TD>
   <TD width="1%" nowrap><FONT size="2">&nbsp;&nbsp;</FONT></TD>
   <TD width="97%"><FONT size="2">1997 Stock Option Plan (previously filed as an exhibit to the
Company&#146;s Proxy Statement on Schedule&nbsp;14A filed on September&nbsp;12
1997, and incorporated herein by reference).</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
   <TD width="1%" nowrap><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT></TD>
   <TD width="1%" align="right" nowrap><FONT size="2">5&nbsp;</FONT></TD>
   <TD width="1%" nowrap><FONT size="2">&nbsp;&nbsp;</FONT></TD>
   <TD width="97%"><FONT size="2">Opinion of Troy &#038; Gould Professional Corporation regarding
the legality of the securities registered hereunder.*</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
   <TD width="1%" nowrap><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT></TD>
   <TD width="1%" align="right" nowrap><FONT size="2">23.1</FONT></TD>
   <TD width="1%" nowrap><FONT size="2">&nbsp;&nbsp;</FONT></TD>
   <TD width="97%"><FONT size="2">Consent of KPMG LLP.*</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
   <TD width="1%" nowrap><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT></TD>
   <TD width="1%" align="right" nowrap><FONT size="2">23.2</FONT></TD>
   <TD width="1%" nowrap><FONT size="2">&nbsp;&nbsp;</FONT></TD>
   <TD width="97%"><FONT size="2">Consent of Troy &#038; Gould Professional Corporation (included in
Exhibit&nbsp;5.)*</FONT></TD>
</TR>
</TABLE>
<P>
<HR size="1" width="18%" align="left" noshade>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
      <TD width="1%" align="left" nowrap><FONT size="2">*</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">Included herewith.</FONT></TD>
</TR>
</TABLE>
<!-- link2 "Item&nbsp;9. Undertakings" -->
<DIV align="left"><A NAME="007"></A></DIV>
<P align="left"><FONT size="2"><B>Item&nbsp;9. Undertakings</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp; The Company hereby undertakes:
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;To include any prospectus required by Section&nbsp;10(a)(3) of the
Securities Act of 1933;
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement;
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) <I>provided, however, </I>that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section&nbsp;13 or Section&nbsp;15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
</FONT>
<P align="center"><FONT size="2">II-2
</FONT>

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<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;To remove from registration by means of a post-effective amendment any
of the securities being registered hereunder which remain unsold at the
termination of the offering.
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp; The undersigned Company hereby undertakes:
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;That for purposes of determining any liability under the Securities Act of
1933, each filing of the Company&#146;s annual report pursuant to Section&nbsp;13(a) or
Section&nbsp;15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan&#146;s annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp; Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of
the Company in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
</FONT>
<P align="center"><FONT size="2">II-3
</FONT>

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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>
<!-- link1 "SIGNATURES" -->
<DIV align="left"><A NAME="008"></A></DIV>
<P align="center"><FONT size="2"><B>SIGNATURES</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form&nbsp;S-8 and has duly caused this Registration
Statement on Form&nbsp;S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Point Richmond, State of California, on October&nbsp;12, 2001.
</FONT>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR>
        <TD width="50%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="49%">&nbsp;</TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD colspan="2"><FONT size="2">WESTERN WATER COMPANY</FONT></TD>
</TR>

<TR><TD>&nbsp;<BR>&nbsp;</TD></TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">By:&nbsp;</FONT></TD>
        <TD><FONT size="2">/s/&nbsp;&nbsp;&nbsp;&nbsp;Michael Patrick George</FONT></TD>
</TR>
<TR>
        <TD colspan="2"><FONT size="1">&nbsp;</FONT></TD>
        <TD><HR size="1" noshade></TD>
</TR>
<TR valign="top">
        <TD colspan="2">&nbsp;</TD>
        <TD><FONT size="2">
Michael Patrick George,<BR>
Chief Executive Officer</FONT></TD>
</TR>
</TABLE>

<P align="center"><FONT size="2"><B>POWER OF ATTORNEY</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The undersigned officers and directors of Western Water Company hereby
severally constitute and appoint Michael Patrick George as their true and
lawful attorney-in-fact and agent with full power of substitution, for them
and in their name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto, and all documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing which they, or any of them, may deem necessary or
advisable to be done in connection with this registration statement, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent or any substitute or
substitutes for him, may lawfully do or cause to be done by virtue hereof.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act, this Registration
Statement on Form&nbsp;S-8 has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
</FONT>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
        <TD width="32%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="46%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="12%">&nbsp;</TD>
</TR>
<TR valign="bottom">
        <TD nowrap align="center"><FONT size="1">Signature</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center"><FONT size="1">Title</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center"><FONT size="1">Date</FONT></TD>
</TR>
<TR valign="bottom">
        <TD nowrap align="center"><HR size="1" noshade></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center"><HR size="1" noshade></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center"><HR size="1" noshade></TD>
</TR>
<TR><TD>&nbsp;</TD></TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">/s/ Michael Patrick George
<HR size="1" noshade>
Michael Patrick George</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Chairman of the Board of Directors
President and <BR>Chief Executive Officer
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD nowrap align="left" valign="top"><FONT size="2">October 12, 2001</FONT></TD>
</TR>
<TR><TD>&nbsp;</TD></TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">/s/ William T. Gochnauer
<HR size="1" noshade>
William T. Gochnauer</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Chief Financial Officer<BR>
(Principal Financial Accounting Officer)
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">October 12, 2001</FONT></TD>
</TR>
<TR><TD>&nbsp;</TD></TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">/s/ David A. Abel
<HR size="1" noshade>
David A. Abel</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Director
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">October 12, 2001</FONT></TD>
</TR>
<TR><TD>&nbsp;</TD></TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">/s/ Robert A. Baker
<HR size="1" noshade>
Robert A. Baker</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Director
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">October 12, 2001</FONT></TD>
</TR>
</TABLE>

<P align="center"><FONT size="2">II-4
</FONT>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>
<!-- link1 "EXHIBIT INDEX" -->
<DIV align="left"><A NAME="009"></A></DIV>
<P align="center"><FONT size="2"><B>EXHIBIT INDEX</B></FONT>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
   <TD width="1%" align="right" nowrap><FONT size="2">4.1</FONT></TD>
   <TD width="1%" nowrap><FONT size="2">&nbsp;&nbsp;</FONT></TD>
   <TD width="98%"><FONT size="2">1993 Stock Option Plan (previously filed as an exhibit to the
Company&#146;s Proxy Statement on Schedule&nbsp;14A filed on February&nbsp;7, 1994
and incorporated herein by reference).</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
   <TD width="1%" align="right" nowrap><FONT size="2">4.2</FONT></TD>
   <TD width="1%" nowrap><FONT size="2">&nbsp;&nbsp;</FONT></TD>
   <TD width="98%"><FONT size="2">1997 Stock Option Plan (previously filed as an exhibit to the
Company&#146;s Proxy Statement on Schedule&nbsp;14A filed on September&nbsp;12
1997, and incorporated herein by reference).</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
   <TD width="1%" align="right" nowrap><FONT size="2">5&nbsp;</FONT></TD>
   <TD width="1%" nowrap><FONT size="2">&nbsp;&nbsp;</FONT></TD>
   <TD width="98%"><FONT size="2">Opinion of Troy &#038; Gould Professional Corporation regarding
the legality of the securities registered hereunder.</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
   <TD width="1%" align="right" nowrap><FONT size="2">23.1</FONT></TD>
   <TD width="1%" nowrap><FONT size="2">&nbsp;&nbsp;</FONT></TD>
   <TD width="98%"><FONT size="2">Consent of KPMG LLP.*</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
   <TD width="1%" align="right" nowrap><FONT size="2">23.2</FONT></TD>
   <TD width="1%" nowrap><FONT size="2">&nbsp;&nbsp;</FONT></TD>
   <TD width="98%"><FONT size="2">Consent of Troy &#038; Gould Professional Corporation (included in
Exhibit&nbsp;5).*</FONT></TD>
</TR>
</TABLE>
<P>
<HR size="1" width="18%" align="left" noshade>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
      <TD width="1%" align="left" nowrap><FONT size="2">*</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">Included herewith.</FONT></TD>
</TR>
</TABLE>



</BODY>
</HTML>
[{"type": "S-8", "sequence": "1", "filename": "a76313ors-8.htm", "description": "FORM S-8", "secsgml_size_bytes": 98064}]
{"company-data": {"conformed-name": "WESTERN WATER CO", "cik": "0000866671", "assigned-sic": "6795", "irs-number": "330085833", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-71616", "film-number": "1759538"}, "business-address": {"street1": "102 WASHINGTON AVE", "city": "POINT RICHMOND", "state": "CA", "zip": "94801", "phone": "6195359282"}, "mail-address": {"street1": "102 WASHINGTON AVE", "city": "POINT RICHMOND", "state": "CA", "zip": "94801"}, "former-company": {"former-conformed-name": "YG DEVELOPMENT CO", "date-changed": "19600201"}}
Western Water Company Form S-8
Table of Contents
As filed with the Securities and Exchange Commission on October 15, 2001. File No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WESTERN WATER COMPANY
(Exact name of issuer as specified in its charter)
Delaware
33-0085833
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
102 Washington Avenue,
Point Richmond, California 94801
(Address of principal executive offices)
WESTERN WATER COMPANY 1997 STOCK OPTION PLAN
WESTERN WATER COMPANY 1993 STOCK OPTION PLAN
(Full title of the plans)
Michael Patrick George
Chairman, President and Chief Executive Officer
Western Water Company
102 Washington Avenue,
Point Richmond, California 94801
(Name and address of agent for service)
(510) 234-7400
(Telephone number, including area code, of agent for service)
Copy to:
Istvan Benko, Esq.
Troy & Gould Professional Corporation
1801 Century Park East, Suite 1600
Los Angeles, California 90067
(310) 553-4441
[Cover page continued on next page]
Table of Contents
CALCULATION OF REGISTRATION FEE
Proposed maximum
Proposed maximum
Title of securities
Amount to be
offering price
aggregate offering
Amount of
to be registered
registered(1)
per share
price(1)
registration fee(1)
Common Stock, $.001 par value
20,000 shares
$
0.23
(2)
$
4,600
$
1.15
Common Stock, $.001 par value
1,041,000 shares
$
0.39
(2)
$
405,990
$
101.50
Common Stock, $.001 par value
88,500 shares
$
0.68
(2)
$
60,180
$
15.05
Common Stock, $.001 par value
20,000 shares
$
4.00
(2)
$
80,000
$
20.00
Common Stock, $.001 par value
20,000 shares
$
4.375
(2)
$
87,500
$
21.88
Common Stock, $.001 par value
60,000 shares
$
9.50
(2)
$
570,000
$
142.50
Common Stock, $.001 par value
40,000 shares
$
10.875
(2)
$
435,000
$
108.75
Common Stock, $.001 par value
20,000 shares
$
12.00
(2)
$
240,000
$
60.00
Common Stock, $.001 par value
10,000 shares
$
12.06
(2)
$
120,000
$
30.15
Common Stock, $.001 par value
60,000 shares
$
13.50
(2)
$
810,000
$
202.50
Common Stock, $.001 par value
10,000 shares
$
13.865
(2)
$
138,650
$
34.66
Common Stock, $.001 par value
20,000 shares
$
14.50
(2)
$
290,000
$
72.50
Common Stock, $.001 par value
20,000 shares
$
15.875
(2)
$
317,000
$
79.38
Common Stock, $.001 par value
6,666 shares
$
18.697
(2)
$
124,634
$
31.16
Common Stock, $.001 par value
187,840 shares
$
0.52
(3)
$
97,677
$
24.42
Common Stock, $.001 par value
165,000 shares
$
0.52
(4)
$
85,800
$
21.45
TOTAL
1,789,006  shares
$
3,868,131
$
967.03
(1)
In accordance with Rule 416 of the Securities Act of 1933, there also are
being registered such indeterminate number of additional shares of Common
Stock as may become issuable pursuant to anti-dilution provisions of the
1997 Stock Option Plan and the 1993 Stock Option Plan (collectively, the
"Plans").
(2)
The registration fee for shares of Common Stock issuable upon exercise of
outstanding options under the Plans was calculated pursuant to Rule 457(h)
using the prices at which such outstanding options may be exercised.
(3)
Options to purchase a total of 187,840 shares of common stock are still
available for grant under the 1993 Stock Option Plan. Since the option
exercise price of these 187,840 option shares is not known, the proposed
maximum offering price per share and maximum aggregate offering price are
calculated in accordance with Rule 457(c) and Rule 457(h) under the
Securities Act of 1933 based upon a price of $0.52, which is the average
of the high and low sales prices of the common stock on the OTC Bulletin
Board on October 9, 2001.
(4)
Options to purchase a total of 165,000 shares of common stock are still
available for grant under the 1997 Stock Option Plan. Since the option
exercise price of these 165,000 option shares is not known, the proposed
maximum offering price per share and maximum aggregate offering price are
calculated in accordance with Rule 457(c) and Rule 457(h) under the
Securities Act of 1933 based upon a price of $0.52, which is the average
of the high and low sales prices of the common stock on the OTC Bulletin
Board on October 9, 2001.
____________________________
TABLE OF CONTENTS
PART I
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
PART II
Item 3. Incorporation of Documents by Reference
Item 6. Indemnification of Directors and Officers
Item 8. Exhibits
Item 9. Undertakings
SIGNATURES
EXHIBIT INDEX
EXHIBIT 5
EXHIBIT 23.1
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
*
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with
Rule 428 of the General Rules and Regulations under the Securities Act of
1933 and the Note to Part I of Form S-8.
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EXPLANATORY NOTE
The Prospectus that is being filed with this Registration Statement has
been prepared in accordance with the requirements of General Instruction
C to Form S-8 and Part I of Form S-3, and may be used for re-offerings of
Common Stock acquired by persons named therein pursuant to the Western
Water Company 1993 Stock Option Plan and 1997 Stock Option Plan.
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PROSPECTUS
966,000 Shares
WESTERN WATER COMPANY
Common Stock
This prospectus relates to the offer for sale from time to time of up to
966,000 shares of common stock, $0.001 par value per share, that may be sold to
officers and/or directors of this company in the future upon the exercise of
outstanding options granted under our 1993 Stock Option Plan and 1997 Stock
Option Plan. We will refer to the holders of such options and the purchasers
of our common stock as the "selling stockholders."
Our common stock is traded on the OTC Bulletin Board under the Symbol
"WWTR." The last reported sale price for our common stock
on October 12, 2001
on the OTC Bulletin Board was $0.58 per share.
All of the shares of our common stock covered by this prospectus are being
offered by certain of our stockholders on a delayed or continuous basis. We
will not receive any proceeds from the offering. We will bear the costs
relating to the registration of the shares being offered by this prospectus,
other than selling commissions. The selling stockholders, or any pledgees,
donees, transferees, or other successors in interest of the selling
stockholders, may offer the shares from time to time during the effectiveness
of this registration statement for sale in the over-the-counter market, in one
or more negotiated transactions, or through a combination of methods of sale,
at prices and on terms then prevailing or at negotiated prices. The selling
stockholders may sell the shares through broker-dealers, who may receive
compensation in the form of discounts, concessions or commissions.
The common stock involves a high degree of risk. See "risk factors"
beginning on page 4.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus is October 15, 2001
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Where You Can Find More Information
We file annual, quarterly, and current reports, proxy statements, and
other information with the Securities and Exchange Commission. You may read
any document that we have filed or will file with the Securities and Exchange
Commission without charge at the public reference facilities maintained by the
Securities and Exchange Commission at its main office located at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, or at the
regional office at Suite 1400, 500 West Madison Street Chicago, Illinois 60661.
For a fee prescribed by the Securities and Exchange Commission, you may
obtain copies of all or any portion of the documents that we file with the
Securities and Exchange Commission from the main office of the Public Reference
Section of the Commission at the above address, or by calling the Commission at
1-800-SEC-0330. Our filings are also available to the public on the
Commission's Website at http://www.sec.gov.
This prospectus constitutes part of a Registration Statement on Form S-8
filed by us with the Commission under the Securities Act of 1933, as amended.
This prospectus does not contain all of the information contained in the
registration statement, and reference is hereby made to the registration
statement and related exhibits for information with respect to our company and
the securities offered hereby. Any statements contained herein concerning the
provisions of any document are not necessarily complete, and, in such instance,
reference is made to the copy of such document filed as an exhibit to the
registration statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference.
Information Incorporated by Reference
The Securities and Exchange Commission allows us to incorporate by
reference the information we file with it, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be a part of this
prospectus, and information that we later file with the Commission will
automatically update and supersede this information. We incorporate by
reference the following documents:
(a)  Our annual report on Form 10-K for the fiscal year ended March 31,
2001;
(b)  Our quarterly report on Form 10-Q for the quarter ended June 30, 2001;
(c)  Our Current
Report on Form 8-K, dated October 5, 2001;
(d)  The description of the our common stock contained in the registration
statement on Form 8-B filed with the Commission on April 6, 1994 under Section
12 of the Securities Exchange Act, including any amendment or report filed for
the purpose of updating such description; and
(e)  Any document that we file with the Securities and Exchange Commission
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act after
the date of this prospectus and before the termination of this offering.
Information in these filings will be deemed to be incorporated by reference as
of the date we make the filing.
You may request a copy of these filings from us at no cost by writing or
calling us at the following address and telephone number: 102 Washington
Avenue, Point Richmond, California 94801 Attention: Chief Financial Officer
(510) 234-7400. You should rely only on the information contained or
incorporated by reference in this prospectus. We have not authorized anyone
else to provide you with additional or different information. These securities
are only being offered in states where the offer is permitted. You should not
assume that the information in this prospectus is accurate as of any date other
than the dates on the front of this prospectus.
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SPECIAL NOTE REGARDING
FORWARD-LOOKING STATEMENTS
Some of the information in this prospectus and in the documents that we
incorporate by reference into this prospectus contains forward-looking
statements that involve substantial risks and uncertainties. You can identify
these statements by forward-looking words such as "expect," "anticipate,"
"plan," "believe," "estimate," and similar words. Statements that we make in
this prospectus and in the documents that we incorporate by reference into this
prospectus that are not statements of historical fact may also be
forward-looking statements. In particular, statements that we make in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" relating to future revenues from water related activities, our
ability to complete water sale contracts, and the sufficiency of capital to
meet working capital and capital expenditures requirements, are forward-looking
statements. Forward-looking statements are not guarantees of our future
performance, and involve risks, uncertainties and assumptions that may cause
our actual results to differ materially from the expectations we describe in
our forward-looking statements. There may be events in the future that we are
not accurately able to predict, or over which we have no control. You should
not place undue reliance on forward-looking statements. We do not promise to
notify you if we learn that our assumptions or projections are wrong for any
reason. Before you invest in our common stock, you should be aware that the
risks we discuss in our annual report and our quarterly reports and other
documents we incorporate by reference and the risks we discuss elsewhere in
this prospectus could cause our actual results to differ from any
forward-looking statements. You should consider these risks carefully before
deciding to purchase shares of our common stock.
OUR COMPANY
To date, our principal business has been to identify, manage, acquire,
develop, sell and lease water and water rights in the western United States.
Prior to 2000, we had been developing this business through the acquisition of
water rights and other interests in water, the purchase of real estate for the
water rights associated with such real estate, and the sale or lease of water.
As a result of our prior activities, we currently own, directly and indirectly,
a portfolio of water rights, as well as real estate, in California and
Colorado. Until two years ago, we derived most of our revenue from the sale of
real estate that we acquired for the associated water rights, and from
assisting unaffiliated owners of water rights to obtain revenue from their
water rights. In the two most recent completed fiscal years, virtually all of
our revenues were generated from the sale or lease of water owned by us, or the
sale of water we purchased for the purpose of reselling it. However, delays
and uncertainty in our attempts to overcome regulatory obstacles to execute
additional water transfers have forced us to reconsider our business plans and
to consider other alternatives. As a result, during the past fiscal year, we
modified our prior business plan and sought to restructure our balance sheet
and sell some of our non-strategic assets to support development of our primary
water wholesaling business.
As noted, our principal historic activity previously had been to acquire
and develop water assets in California and in the Cherry Creek basin in
Colorado. We did so because we believe that there is a growing demand for
water resources in both of these areas which demand is expected to exceed the
water resources currently available. During the fiscal year ended March 31,
2000, we executed a variety of "take if delivered" wholesale water supply
contracts with a number of retail municipal water agencies. Since then,
however, we have encountered significant regulatory obstacles to our attempts
to develop and transfer water for delivery to such customers. Because of our
inability to generate revenues from water sales, we suspended our asset
acquisition program, reduced our marketing activities, curtailed our overhead
expenditures, and deferred certain development activities. We are now
concentrating our efforts on overcoming the regulatory obstacles to water
transfers and in arranging water transfers that do not face such obstacles. We
are also increasing our efforts to assist non-affiliated water rights owners to
develop and manage their water rights for maximum long-term value.
We currently own various water assets in Northern and Southern California.
Our principal Northern California water assets consists of certain
river-related water rights, together with certain groundwater rights,
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associated with approximately 9,055 acres of real property located along
the Yuba River in California. We also own water rights associated with 1,540
acres of California rice farms and ranches located in Northern California.
There are, however, in our view, significant obstacles to realizing value from
our water rights associated with the 9,055 acres of Yuba property.
Our principal Colorado water interests initially consisted of the water
rights associated with an aggregate of 4,559 acres of land and certain other
water rights in the Cherry Creek basin. This land is in the drainage area of
Cherry Creek, south of Denver, in Douglas County, Colorado. However, since we
purchased the Cherry Creek assets in 1992 for the purpose of developing and
then selling/leasing water in the Cherry Creek basin, we have since sold 4,151
acres of the land that was not needed for our Cherry Creek water project. We
have, however, retained, and we currently still own, almost all of the water
rights that were associated with the land that we sold.
Currently, our California real estate holdings consist of approximately
1,570 acres located in Northern California and 247 acres in Southern
California. Our Colorado real estate holdings currently consist of
approximately 408 acres of land located in the Cherry Creek basin.
Our principal executive office is located at 102 Washington Avenue, Point
Richmond, CA 94801, and our telephone number is (510) 234-7400. References to
us and our company in this prospectus include Western Water Company and to all
of our subsidiaries. On September 18, 1992, we changed our name from "YG
Development Company" to "Western Water Company," and on March 23, 1994, we
changed our state of incorporation from California to Delaware.
RISK FACTORS
Before you invest in our common stock, you should be aware that there are
various risks, including those described below, that may affect our business,
financial condition and results of operations. The following list of risks is
not an exhaustive list of all such risks.
We have a history of losses in our principal business and, due to regulatory
hurdles, we may never realize any profits.
To date, our activities have primarily consisted of (i) acquiring,
managing and developing our various water rights and related assets, and (ii)
attempting to market and sell our water assets and the water assets of our
clients. We only generated $2,127,000, $2,796,000, and $1,823,000 of total
revenues during the fiscal years ended March 31, 2001, 2000 and 1999,
respectively, while incurring net losses of $1,315,000, $3,185,000, and
$5,435,000 during such years, respectively. Until this past fiscal year, we
believed that the regulatory obstacles that have prevented the development of a
water market would be lowered and that we would thereafter be able to monetize
our principal water assets, substantially increase our revenues, and generate
profits. We now believe that the regulatory hurdles may not be lowered in the
near future and that revenues that we had anticipated from water transfers will
not be received as expected. As a result, we cannot predict when, if ever, we
will be able to generate significant revenues from the development and sale of
water in accordance with our original business plan.
Regulatory hurdles impede our ability to generate future water revenues.
Our ability to generate significant revenues in the future is dependent on
(i) our ability to sell significant quantities of water from our Northern
California Yuba County water assets, (ii) our ability to develop and sell water
as part of our Colorado Cherry Creek project, (iii) our success in our
activities as an independent water wholesaler in California, and (iv) our
ability to resolve regulatory issues restricting our ability to sell and
transport water to potential customers. We have encountered significant
regulatory obstacles to our attempts to develop and transfer our California
water for delivery to our potential customers, which
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regulatory obstacles we do not expect to overcome in the near future.
Unless the regulatory impediments are removed, we now believe that our ability
to generate significant revenues from our water assets will be severely
limited. No assurance can be given that the regulations currently limiting our
ability to exploit our water assets will be changed, or if changed, that the
change will occur in the near future. In addition to the foregoing regulatory
difficulties, before we can consummate significant water deliveries in the
Cherry Creek area, the purchaser or purchasers of such water may have to build
the infrastructure necessary to utilize the water, or the purchasers may
require that we build such an infrastructure. The need to construct such an
infrastructure will affect our ability to sell our Cherry Creek water, the
price at which the water can be sold, and the revenues that we can derive from
those Colorado water assets. Finally, in addition to our ability to overcome
numerous regulatory impediments, our ability to become an independent water
wholesaler in California is dependent upon our ability to arrange for the
transportation and storage of water and on our ability to finance the foregoing
activities. As a result, no assurance can be given that we will ever be able
to generate significant revenues from water transfer activities.
Our future business plan is uncertain.
For the past decade, our principal goal was to acquire water assets in the
semi-arid states of the Western United States, particularly in California and
Colorado. Our plan was to develop these water assets and then sell or lease
these assets to water agencies and municipalities. In addition, our plan was
to provide other water related services, primarily in California. In
developing the foregoing plan, we assumed that a water market would be created
in California and that we would be able to participate in that market.
Unfortunately, a water market is not developing as we anticipated, which has
affected our ability to both market our water assets in California and to
provide water-related services. Accordingly, although we are currently still
trying to develop revenue sources in accordance with our original business
plan, institutional and physical impediments to a practical California water
market will require us to either restructure our original business plan or
develop an alternative business plan. We do not currently have a definitive
alternative business plan in place for the California water market. We do,
however, expect to continue to pursue our existing plan to develop our Cherry
Creek project in Colorado. As a result, investors should not assume that our
operations in the future will be based on our historic business plan. Changes
in our future business could be drastic, and could include further sales of our
assets, a substantial reduction in the scope of our operations, or even the
development or acquisition of new businesses unrelated to our traditional water
business.
We only have limited financial resources with which we can complete our current
business plan.
As a result of the operating losses we have sustained during the last few
years, we may not have sufficient cash to carry out our current or
alternative business plans
over the longer term. Although we believe that we have sufficient working capital to fund our operations for the balance of the current fiscal year that
ends on March 31, 2002, we may not have sufficient resources to fund our
operations in future years. In addition, due to the regulatory difficulties
that we have encountered, our ability to generate cash from the water assets
that we own in accordance with our business plan has become questionable, and
the time period in which a return could be realized from our water properties
has been extended for an unknown period. These uncertainties will make it
difficult for us to obtain new financing that we may need to complete our
current business plan after the end of this fiscal year.
Our common stock has been de-listed from Nasdaq National Market.
Last year, we received a notice from The Nasdaq Stock Market that our
common stock had failed to maintain a minimum bid price of $1.00 per share over
a 30-day period and that the market value of our public float was below
$5,000,000. Accordingly, our common stock was de-listed from trading on the
Nasdaq National Market effective August 30, 2000. Since then, our common stock
has been traded electronically on the OTC Bulletin Board. The effects of such
a de-listing are unknown, but we believe that the de-listing has reduced our
stock's visibility with investors and thereby negatively affected the tracking
volume and sales
5
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price. In addition, the de-listing from Nasdaq National Market may
adversely affect our ability to attract and obtain financing because of the
decreased liquidity of our shares.
There is only a limited market for our common stock
Although our common stock trades on the OTC Bulletin Board maintained by
the National Association of Securities Dealers, a regular trading market for
the securities may not be sustained in the future. The OTC Bulletin Board is
an inter-dealer, over-the-counter market that provides significantly less
liquidity than the NASDAQ Stock Market. Quotes for stocks included on the OTC
Bulletin Board are not listed in the financial sections of newspapers as are
those for the NASDAQ Stock Market. Therefore, prices for securities traded
solely on the OTC Bulletin Board may be difficult to obtain and holders of
common stock may be unable to resell their securities at or near their original
offering price or at any price. The market price for shares of our common
stock is likely to be very volatile, and numerous factors beyond our control
may have a significant effect on the market for these shares.
Substantial sales of common stock could cause our stock price to fall
As of October 8, 2001, we had outstanding 8,069,012 shares of common
stock. A total of 1,789,006 shares of common stock are being registered for
resale pursuant to this prospectus. The daily trading volume for our shares
often is very limited and fluctuates significantly from day to day.
Accordingly, no prediction can be made as to the effect, if any, that the sales
of shares of 1,789,006 common stock or the availability of such shares for sale
will have on the market prices prevailing from time to time. Nevertheless, the
possibility that substantial amounts of common stock may be sold in the public
market may adversely affect prevailing market prices for our common stock and
could impair our ability to raise capital through the sale of our equity
securities.
Our common stock may be deemed "Penny Stock" and therefore subject to special
requirements
Our common stock may be deemed to be a "penny stock" as that term is
defined in Rule 3a51-1 promulgated under the Securities Exchange Act of 1934.
Penny stocks are stocks (i) with a price of less than five dollars per share;
(ii) that are not traded on a "recognized" national exchange; (iii) whose
prices are not quoted on the NASDAQ automated quotation system (NASDAQ-listed
stocks must still meet requirement (i) above); and (iv) in issuers with net
tangible assets of less than $2,000,000 (if the issuer has been in continuous
operation for at least three years) or $5,000,000 (if in continuous operation
for less than three years), or with average revenues of less than $6,000,000
for the last three years.
Section 15(g) of the Securities Exchange Act of 1934, and Rule 15g-2
promulgated under the Securities Exchange Act of 1934, require broker-dealers
dealing in penny stocks to provide potential investors with a document
disclosing the risks of penny stocks and to obtain a manually signed and dated
written receipt of the document before effecting any transaction in a penny
stock for the investor's account. Moreover, Rule 15g-9 promulgated under the
Securities Exchange Act of 1934 requires broker-dealers in penny stocks to
approve the account of any investor for transactions in such stocks before
selling any penny stock to that investor. This procedure requires the
broker-dealer to (i) obtain from the investor information concerning his or her
financial situation, investment experience and investment objectives; (ii)
reasonably determine, based on that information, that transactions in penny
stocks are suitable for the investor and that the investor has sufficient
knowledge and experience as to be reasonably capable of evaluating the risks of
penny stock transactions; (iii) provide the investor with a written statement
setting forth the basis on which the broker-dealer made the determination in
(ii) above; and (iv) receive a signed and dated copy of such statement from the
investor, confirming that it accurately reflects the investor's financial
situation, investment experience and investment objectives. Compliance with
these requirements may make it more difficult for investors in our common stock
to resell their shares to third parties or to otherwise dispose of them.
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USE OF PROCEEDS
Although we will receive proceeds upon the exercise of the options granted
under the 1993 Stock Option Plan and the 1997 Stock Option Plan, we will not
receive any proceeds from the sale of common stock being offered in this
prospectus by the selling stockholders.
SELLING STOCKHOLDERS
Each selling stockholder currently is an officer and/or a director of
Western Water. The following table lists each selling stockholder and sets
forth certain information with respect to (i) the number of shares that each
selling stockholder may acquire upon the exercise of options granted to him
under the 1993 Stock Option Plan and/or the 1997 Stock Option Plan (whether or
not such options are currently exercisable), (ii) the beneficial ownership of
our common stock by each of the selling stockholders as of October 8, 2001 and
as adjusted to reflect the sale of the shares of common stock offered hereby
for all selling stockholders. Beneficial ownership of the common stock by the
selling stockholders after this offering will depend on the number of shares
sold by each selling stockholder. The shares of common stock offered by this
prospectus consist of shares that the following listed persons may purchase in
the future upon the exercise of options previously granted to them under either
the 1993 Stock Option Plan or the 1997 Stock Option Plan. The shares acquired
upon the exercise of such stock options may be offered from time to time by the
selling stockholders named below. The following table assumes that all the
common stock offered by this prospectus is sold.
With reference to the number of shares owned in the "Ownership" column and
the percent of ownership after the offering, we determined beneficial ownership
in accordance with rules of the Securities and Exchange Commission. Beneficial
ownership includes voting power and/or investment power with respect to the
securities held by the named individuals. Shares of common stock subject to
options currently exercisable or exercisable within 60 days of October 8, 2001,
are deemed outstanding for purposes of computing the percentage beneficially
owned by the person holding the options but are not deemed outstanding for
purposes of computing the percentage beneficially owned by any other person.
Except as otherwise noted, the persons or entities named have sole voting and
investment power with respect to all shares shown as beneficially owned by
them. We have calculated the percentage beneficially owned based upon the
8,069,012 shares of common stock outstanding as of October 8, 2001.
Ownership
Shares of common
Name and position
stock included in
Before the
After the
Percent ownership
with Western Water
prospectus(1)
offering(2)
offering
after the offering
Michael P. George
President and Chief
Executive Officer
600,000
618,180
18,180
*
James E. Sherman
Executive Vice
President and
Chief
Operating Officer
220,000
220,000
-0-
-0-
William T. Gochnauer
Senior Vice
President and
Chief
Financial Officer
66,000
66,000
-0-
-0-
David A. Abel
Director
50,000
50,000
-0-
-0-
Robert A. Baker
Director
30,000
30,000
-0-
-0-
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*
Less than 1%.
(1)
Represents shares that are included in this prospectus and issuable upon exercise of outstanding options.
For the purposes of the column entitled "Shares of common stock included in prospectus," all shares covered by
outstanding options as listed, even if such options are not currently exercisable.
(2)
Consists of all shares currently owned by the selling stockholders plus any additional shares that are
beneficially owned by the selling stockholders.
This prospectus also covers any additional shares of common stock that
become issuable in connection with the shares of common stock registered for
sale hereby by reason of any stock dividend, stock split, recapitalization, or
other similar transaction effected without the receipt of consideration that
results in an increase in the number of outstanding shares of our common stock.
PLAN OF DISTRIBUTION
The shares offered hereby may be sold from time to time by the selling
stockholders or the successors in interest of the selling stockholders.
Whether such sales will be made and the timing and amount of any sales is left
to the discretion of each selling stockholder. Such sales may be made in the
over-the-counter market (or on an exchange if the common stock is listed on an
exchange in the future), or otherwise at prices and at terms then prevailing or
at prices related to the then current market price. The shares may be sold by
one or more of the following methods:
— a block trade in which the broker or dealer so engaged will attempt to
sell the shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
— purchases by a broker or dealer as principal and resale by such broker
or dealer for its own account pursuant to this prospectus;
—  directly to a purchaser in a negotiated transaction;
—  ordinary brokerage transactions and transactions in which the broker solicits purchasers.
In effecting sales, brokers or dealers engaged by the selling stockholders
may arrange for other brokers or dealers to participate. Brokers or dealers
will receive commissions or discounts from selling stockholders in amounts to
be negotiated immediately prior to the sale. The selling stockholders and any
broker-dealers that participate in the distribution may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act, and
any commission received by them and any profit on the resale of shares sold by
them may be deemed to be underwriting discounts and commissions. In addition,
any securities covered by this prospectus that qualify for sale pursuant to
Rule 144 may be sold under Rule 144 rather than pursuant to the prospectus.
We have agreed to supply selling stockholders under this prospectus with a
reasonable quantity of prospectuses, and each selling stockholder is
responsible for complying with the prospectus delivery requirements of the
Securities Act.
If a selling stockholder notifies us that any material arrangement has
been entered into with a broker-dealer for the sale of the shares through a
block trade, special offering, exchange distribution or secondary distribution
or a purchase by a broker or dealer, we will file a supplement to this
prospectus, if required, pursuant to Rule 424(c) under the Securities Act,
disclosing the following information:
—  the name of each selling stockholder and of the participating broker-dealer(s);
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—  the number of shares involved;
—  the price at which such shares were sold;
— the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable; and
— other facts material to the transaction.
We have agreed to pay the expenses incurred in connection with preparing
and filing the registration statement of which this prospectus is a part (other
than selling commissions).
LEGAL MATTERS
The validity of the shares of common stock offered hereby will be passed
upon for us by Troy & Gould Professional Corporation, Los Angeles, California.
EXPERTS
The consolidated financial statements of Western Water Company and
subsidiaries as of March 31, 2001 and 2000, and for each of the years in the
three-year period ended March 31, 2001, have been incorporated by reference
herein and in the registration statement in reliance upon the report of KPMG
LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
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No broker, dealer or any other person has been authorized to give any
information or to make any representations in connection with this offering
other than those contained in this Prospectus, and, if given or made, such
information or representations must not be relied upon as having been
authorized by us or any selling stockholder. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any securities
other than the shares of common stock to which it relates or an offer to, or a
solicitation of, any person in any jurisdiction where such an offer or
solicitation would be unlawful. Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of the company since the date
hereof or that information contained herein is correct as of any time
subsequent to its date.
PROSPECTUS
WESTERN WATER COMPANY
966,000 Shares of Common Stock
October 15, 2001
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference
The following documents filed by Western Water Company (the "Company")
with the Securities and Exchange Commission (the "Commission") under the
Securities Exchange Act of 1934 (the "Exchange Act") (Commission File No.
0-18756) are incorporated herein by reference: (a) the Company's Annual Report
on Form 10-K for the fiscal year ended March 31, 2001; (b) the Company's
Quarterly Report on Form 10-Q for the quarter ended
June 30, 2001; (c) the Company's Current Report on
Form 8-K dated October 5, 2001; and (d) the
description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-B filed on April 7, 1994 with the Commission
under the Exchange Act, including any amendment or report subsequently filed by
the Company for the purpose of updating that description.
In addition, any document filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent
to the date hereof, but prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all shares of Common Stock
registered hereunder have been sold or that deregisters all such shares of
Common Stock then remaining unsold, will be deemed incorporated herein by
reference and to be a part hereof from the date of filing of such document.
Item 6. Indemnification of Directors and Officers
The Company's Certificate of Incorporation and Bylaws permit the Company
to indemnify officers and directors of the Company to the fullest extent
permitted by the Delaware General Corporation Law. This provision is intended
to afford the Company's directors the benefit of the Delaware General
Corporation Law (the "GCL"), which provides that directors of a Delaware
corporation may be relieved of monetary liability for breach of their fiduciary
duty of care, except under certain circumstances involving breach of a
director's duty of loyalty, acts or omissions not in good faith or involving
intentional misconduct or a knowing violation of law, or any transaction from
which the director derived an improper personal benefit.
Section 145 of the GCL authorizes indemnification by a Delaware
corporation when a person is made a party to any proceeding by reason of the
fact that such person is or was a director, officer, employee or agent of the
corporation or was serving as a director, officer, employee or agent of another
enterprise, at the request of the corporation, and if such person acted in good
faith and in a manner reasonably believed by him or her to be in, or not
opposed to, the best interests of the corporation. With respect to any
criminal proceeding, such person must have had no reasonable cause to believe
that his or her conduct was unlawful. If it is determined that the conduct of
such person meets these standards, he or she may be indemnified for expenses
incurred and amounts paid in such proceeding (including attorneys' fees) if
actually and reasonably incurred by him or her in connection therewith.
If such a proceeding is brought by or on behalf of the corporation (
i.e.
,
a derivative suit), such person may be indemnified against expenses actually
and reasonably incurred if he or she acted in good faith and in a manner
reasonably believed by him or her to be in, or not opposed to, the best
interests of the corporation. There can be no indemnification with respect to
any matter as to which such person is adjudged to be liable to the corporation;
however, a court may, even in such case, allow such indemnification to such
person for such expenses as the court deems proper. Where such person is
successful in any such proceeding, he or she is entitled to be indemnified
against expenses actually and reasonably incurred by him or her. In all other
cases, indemnification is made by the corporation upon determination by it that
indemnification of such person is proper because such person has met the
applicable standard of conduct.
The Company has entered into indemnity agreements with certain of its
outside directors and its executive officers. Pursuant to the indemnity
agreements, the Company agrees to indemnify the executive
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officers and each outside director who is a party to such an indemnity
agreement under certain circumstances in which such outside director, executive
officer or the Company is named as a party to certain proceedings.
The foregoing indemnification provisions are broad enough to encompass
certain liabilities of directors and officers of the Company under the
Securities Act of 1933.
Item 8. Exhibits
The following exhibits included herewith or incorporated herein by
reference are made a part of this Registration Statement:
4.1
1993 Stock Option Plan (previously filed as an exhibit to the
Company's Proxy Statement on Schedule 14A filed on February 7, 1994
and incorporated herein by reference).
4.2
1997 Stock Option Plan (previously filed as an exhibit to the
Company's Proxy Statement on Schedule 14A filed on September 12
1997, and incorporated herein by reference).
5
Opinion of Troy & Gould Professional Corporation regarding
the legality of the securities registered hereunder.*
23.1
Consent of KPMG LLP.*
23.2
Consent of Troy & Gould Professional Corporation (included in
Exhibit 5.)*
*
Included herewith.
Item 9. Undertakings
(a)  The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
(iv)
provided, however,
that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
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(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered hereunder which remain unsold at the
termination of the offering.
(b)  The undersigned Company hereby undertakes:
That for purposes of determining any liability under the Securities Act of
1933, each filing of the Company's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of
the Company in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Point Richmond, State of California, on October 12, 2001.
WESTERN WATER COMPANY
By:
/s/    Michael Patrick George
Michael Patrick George,
Chief Executive Officer
POWER OF ATTORNEY
The undersigned officers and directors of Western Water Company hereby
severally constitute and appoint Michael Patrick George as their true and
lawful attorney-in-fact and agent with full power of substitution, for them
and in their name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto, and all documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing which they, or any of them, may deem necessary or
advisable to be done in connection with this registration statement, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent or any substitute or
substitutes for him, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-8 has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Michael Patrick George
Michael Patrick George
Chairman of the Board of Directors
President and
Chief Executive Officer
October 12, 2001
/s/ William T. Gochnauer
William T. Gochnauer
Chief Financial Officer
(Principal Financial Accounting Officer)
October 12, 2001
/s/ David A. Abel
David A. Abel
Director
October 12, 2001
/s/ Robert A. Baker
Robert A. Baker
Director
October 12, 2001
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EXHIBIT INDEX
4.1
1993 Stock Option Plan (previously filed as an exhibit to the
Company's Proxy Statement on Schedule 14A filed on February 7, 1994
and incorporated herein by reference).
4.2
1997 Stock Option Plan (previously filed as an exhibit to the
Company's Proxy Statement on Schedule 14A filed on September 12
1997, and incorporated herein by reference).
5
Opinion of Troy & Gould Professional Corporation regarding
the legality of the securities registered hereunder.
23.1
Consent of KPMG LLP.*
23.2
Consent of Troy & Gould Professional Corporation (included in
Exhibit 5).*
*
Included herewith.