As filed with the Securities and Exchange Commission on May 5, 2003
                                                     Registration No. 333-______
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                             -----------------------

                                    SJW CORP.
             (Exact name of registrant as specified in its charter)

           California                                    77-0066628
  (State or other jurisdiction                (IRS Employer Identification No.)
of incorporation or organization)

                            374 W. Santa Clara Street
                             San Jose, CA 95196-0380
               (Address of principal executive offices) (Zip Code)

                       SJW CORP. LONG-TERM INCENTIVE PLAN
                            (Full title of the Plan)
                             -----------------------

                                 W. RICHARD ROTH
                      President and Chief Executive Officer
                                    SJW Corp.
                            374 W. Santa Clara Street
                               San Jose, CA 95113
                     (Name and address of agent for service)
                                 (408) 279-7800
          (Telephone number, including area code, of agent for service)
                             -----------------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
================================================================================================================================
                                                           Proposed Maximum
                                         Amount to be     Offering Price per           Proposed Maximum            Amount of
Title of Securities to be Registered    Registered(1)          Share(2)           Aggregate Offering Price(2)   Registration Fee
------------------------------------    -------------          --------           ---------------------------   ----------------
<S>                                                             <C>                     <C>
SJW Corp. Long-Term Incentive Plan
Common Stock, $3.125 par value          300,000 shares          $84.11                  $25,233,000.00              $2,041.35

</TABLE>

       (1) This Registration Statement shall also cover any additional shares of
       Common  Stock  which  become  issuable  under  the  SJW  Corp.  Long-Term
       Incentive   Plan  by  reason  of  any  stock   dividend,   stock   split,
       recapitalization  or  other  similar  transaction  effected  without  the
       Registrant's receipt of consideration which results in an increase in the
       number of the outstanding shares of the Registrant's Common Stock.

       (2) Calculated  solely for purposes of this offering under Rule 457(h) of
       the  Securities  Act of 1933, as amended,  on the basis of the average of
       the high and low selling price per share of the SJW Corp. Common Stock on
       April 29, 2003, as reported by the American Stock Exchange.


<PAGE>

                                     PART II

               Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference

                  SJW Corp. (the "Registrant")  hereby incorporates by reference
into this Registration  Statement the following documents  previously filed with
the Securities and Exchange Commission (the "SEC"):

         (a)      The  Registrant's  latest  annual  report,  filed  pursuant to
                  Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
                  as amended (the "Exchange Act").

         (b)      All other reports filed  pursuant to Section 13(a) or 15(d) of
                  the  Exchange  Act since the end of the fiscal year covered by
                  the Registrant's annual report referred to in (a) above.

         (c)      The description of the Registrant's  Common Stock contained in
                  a  registration   statement  filed  under  the  Exchange  Act,
                  including  any  amendment  or report  filed for the purpose of
                  updating such description.

                  ll reports and  definitive  proxy or  information  statements
filed  pursuant to Section 13(a),  13(c),  14 or 15(d) of the Exchange Act after
the  date  of  this  Registration  Statement  and  prior  to  the  filing  of  a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters  all securities  then remaining  unsold shall be
deemed to be incorporated by reference into this  Registration  Statement and to
be a part  hereof  from the date of  filing  of such  documents.  Any  statement
contained in a document  incorporated  or deemed to be incorporated by reference
herein  shall be  deemed to be  modified  or  superseded  for  purposes  of this
Registration Statement to the extent that a statement contained herein or in any
subsequently filed document which also is deemed to be incorporated by reference
herein modifies or supersedes such statement.  Any such statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

Item 4.  Description of Securities

                  Not Applicable.

Item 5.  Interests of Named Experts and Counsel

                  Not Applicable.

Item 6.  Indemnification of Directors and Officers

                  Section 317 of the California  Corporation  Code  authorizes a
court to award or a corporation's Board of Directors to grant indemnification to
directors   and   officers   in  terms   sufficiently   broad  to  permit   such
indemnification   under  certain   circumstances   for  liabilities   (including
reimbursement  for expenses  incurred) arising under the Securities Act of 1933,
as amended (the "1933  Act").  The  Registrant's  Bylaws  provide for  mandatory
indemnification of its directors and officers and permissible indemnification of
employees  and other agents to the maximum  extent  permitted by the  California
Corporation Code. In addition,  the Registrant has entered into  Indemnification
Agreements with each of its directors and officers.

Item 7.  Exemption from Registration Claimed

                  Not Applicable.

                                      II-1
<PAGE>

Item 8.  Exhibits

Exhibit Number    Exhibit
--------------    -------

     4            Instrument Defining Rights of Stockholders.  Reference is made
                  to   Registrant's   registration   statement   describing  the
                  Registrant's  Common Stock,  which is  incorporated  herein by
                  reference   pursuant   to  Item  3(c)  of  this   Registration
                  Statement.

     5            Opinion and consent of Morgan, Lewis & Bockius LLP

    23.1          Consent of KPMG LLP, Independent Auditors.

    23.2          Consent of Morgan, Lewis & Bockius LLP is contained in Exhibit
                  5.

    24            Power  of  Attorney.  Reference  is made to page  II-3 of this
                  Registration Statement.

    99.1*         SJW Corp. Long-Term Incentive Plan

*  Exhibit  99.1 is  incorporated  herein by  reference  to  Appendix  B, of the
Registrant's  Proxy  Statement  No.  001-08966  pursuant to Section 14(a) of the
Exchange Act, filed with the SEC on March 28, 2003.

Item 9.  Undertakings

                  A. The undersigned Registrant 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 1933 Act, (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  and (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; provided, however, that clauses (1)(i) and (1)(ii) shall
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained  in periodic  reports  filed by the
Registrant  pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated  by reference into this  Registration  Statement;  (2) that for the
purpose of determining any liability under the 1933 Act 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 and (3) to remove
from  registration by means of a post-effective  amendment any of the securities
being  registered  which remain unsold at the  termination  of the  Registrant's
Long-Term Incentive Plan.

                  B. The  undersigned  Registrant  hereby  undertakes  that, for
purposes of  determining  any  liability  under the 1933 Act, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference into 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 1933 Act may be permitted to directors,  officers or controlling  persons of
the Registrant pursuant to the indemnification  provisions  summarized in Item 6
or otherwise,  the  Registrant has been advised that, in the opinion of the SEC,
such  indemnification is against public policy as expressed in the 1933 Act, and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
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 Registrant 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  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.

                                      II-2
<PAGE>

                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, 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  to be  signed on its  behalf by the  undersigned,
thereunto duly authorized,  in the City of San Jose, State of California on this
2nd day of May, 2003.

                                     SJW CORP.




                                     By: /s/ W. Richard Roth
                                         ---------------------------------------
                                         W. Richard Roth
                                         President and Chief Executive Officer


                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

                  That the  undersigned  officers and directors of SJW Corp.,  a
California  corporation,  do hereby  constitute  and appoint W. Richard Roth and
Angela Yip,  and either of them,  the lawful  attorneys-in-fact  and agents with
full power and  authority  to do any and all acts and things and to execute  any
and all  instruments  which said  attorneys and agents,  and either one of them,
determine  may be necessary or advisable or required to enable said  corporation
to  comply  with  the  Securities  Act of 1933,  as  amended,  and any  rules or
regulations  or  requirements  of the  Securities  and  Exchange  Commission  in
connection with this Registration Statement.  Without limiting the generality of
the foregoing  power and  authority,  the powers  granted  include the power and
authority to sign the names of the  undersigned  officers  and  directors in the
capacities  indicated  below  to  this  Registration  Statement,  to any and all
amendments,  both  pre-effective  and  post-effective,  and  supplements to this
Registration  Statement,  and to any and all  instruments or documents  filed as
part of or in  conjunction  with this  Registration  Statement or  amendments or
supplements  thereof, and either of the undersigned hereby ratifies and confirms
all that said attorneys and agents,  or either one of them, shall do or cause to
be done by virtue  hereof.  This  Power of  Attorney  may be  signed in  several
counterparts.

                  IN WITNESS WHEREOF,  each of the undersigned has executed this
Power of Attorney as of the date indicated.

                  Pursuant to the requirements of the Securities Act of 1933, as
amended,  this  Registration  Statement  has been signed below by the  following
persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
              Signature                              Title                                        Date
              ---------                              -----                                        ----
<S>                                       <C>                                                 <C>
/s/ W. Richard Roth                       President and Chief Executive Officer               May 2, 2003
------------------------------------      (Principal Executive Officer)
W. Richard Roth




/s/ Angela Yip                            Chief Financial Officer and Treasurer               May 2, 2003
------------------------------------      (Principal Financial Officer and Principal
Angela Yip                                Accounting Officer)


</TABLE>
                                      II-3
<PAGE>

<TABLE>
<CAPTION>

<S>                                       <C>                                                 <C>
/s/ Mark L. Cali                          Director                                            May 2, 2003
------------------------------------
Mark L. Cali




/s/ J. Philip DiNapoli                    Director                                            May 2, 2003
------------------------------------
J. Philip DiNapoli




/s/ Drew Gibson                           Director                                            May 2, 2003
------------------------------------
Drew Gibson




/s/ Douglas King                          Director                                            May 2, 2003
------------------------------------
Douglas King




/s/ Ronald R. James                       Director                                            May 2, 2003
------------------------------------
Ronald R. James




/s/ George E. Moss                        Director                                            May 2, 2003
------------------------------------
George E. Moss




/s/ Roscoe Moss, Jr.                      Director                                            May 2, 2003
------------------------------------
Roscoe Moss, Jr.




/s/ Charles J. Toeniskoetter              Director                                            May 2, 2003
------------------------------------
Charles J. Toeniskoetter




/s/ Fredrick R. Ulrich                    Director                                            May 2, 2003
------------------------------------
Fredrick R. Ulrich
</TABLE>
                                      II-4






<PAGE>


                                  EXHIBIT INDEX


  Exhibit Number     Exhibit
  --------------     -------

        4            Instrument  Defining Rights of  Stockholders.  Reference is
                     made to Registrant's  registration statement describing the
                     Registrant's  Common Stock, which is incorporated herein by
                     reference  pursuant  to  Item  3(c)  of  this  Registration
                     Statement.

        5            Opinion and consent of Morgan, Lewis & Bockius LLP.

       23.1          Consent of KPMG LLP, Independent Auditors.

       23.2          Consent  of Morgan,  Lewis & Bockius  LLP is  contained  in
                     Exhibit 5.

       24            Power of  Attorney.  Reference is made to page II-3 of this
                     Registration Statement.

       99.1*         SJW Corp. Long-Term Incentive Plan.

*  Exhibit  99.1 is  incorporated  herein by  reference  to  Appendix  B, of the
Registrant's  Proxy  Statement  No.  001-08966  pursuant to Section 14(a) of the
Exchange Act, filed with the SEC n March 28, 2003.
[{"type": "S-8", "sequence": "1", "filename": "p17026_s8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 17766}]
{"company-data": {"conformed-name": "SJW CORP", "cik": "0000766829", "assigned-sic": "4941", "irs-number": "770066628", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-105010", "film-number": "03682259"}, "business-address": {"street1": "374 W SANTA CLARA ST", "city": "SAN JOSE", "state": "CA", "zip": "95196", "phone": "4082797800"}}
As filed with the Securities and Exchange Commission on May 5, 2003
                                                     Registration No. 333-______
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                             -----------------------

                                    SJW CORP.
             (Exact name of registrant as specified in its charter)

           California                                    77-0066628
  (State or other jurisdiction                (IRS Employer Identification No.)
of incorporation or organization)

                            374 W. Santa Clara Street
                             San Jose, CA 95196-0380
               (Address of principal executive offices) (Zip Code)

                       SJW CORP. LONG-TERM INCENTIVE PLAN
                            (Full title of the Plan)
                             -----------------------

                                 W. RICHARD ROTH
                      President and Chief Executive Officer
                                    SJW Corp.
                            374 W. Santa Clara Street
                               San Jose, CA 95113
                     (Name and address of agent for service)
                                 (408) 279-7800
          (Telephone number, including area code, of agent for service)
                             -----------------------

                         CALCULATION OF REGISTRATION FEE
================================================================================================================================
                                                           Proposed Maximum
                                         Amount to be     Offering Price per           Proposed Maximum            Amount of
Title of Securities to be Registered    Registered(1)          Share(2)           Aggregate Offering Price(2)   Registration Fee
------------------------------------    -------------          --------           ---------------------------   ----------------
SJW Corp. Long-Term Incentive Plan
Common Stock, $3.125 par value          300,000 shares          $84.11                  $25,233,000.00              $2,041.35
(1) This Registration Statement shall also cover any additional shares of
       Common  Stock  which  become  issuable  under  the  SJW  Corp.  Long-Term
       Incentive   Plan  by  reason  of  any  stock   dividend,   stock   split,
       recapitalization  or  other  similar  transaction  effected  without  the
       Registrant's receipt of consideration which results in an increase in the
       number of the outstanding shares of the Registrant's Common Stock.

       (2) Calculated  solely for purposes of this offering under Rule 457(h) of
       the  Securities  Act of 1933, as amended,  on the basis of the average of
       the high and low selling price per share of the SJW Corp. Common Stock on
       April 29, 2003, as reported by the American Stock Exchange.
PART II

               Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference

                  SJW Corp. (the "Registrant")  hereby incorporates by reference
into this Registration  Statement the following documents  previously filed with
the Securities and Exchange Commission (the "SEC"):

         (a)      The  Registrant's  latest  annual  report,  filed  pursuant to
                  Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
                  as amended (the "Exchange Act").

         (b)      All other reports filed  pursuant to Section 13(a) or 15(d) of
                  the  Exchange  Act since the end of the fiscal year covered by
                  the Registrant's annual report referred to in (a) above.

         (c)      The description of the Registrant's  Common Stock contained in
                  a  registration   statement  filed  under  the  Exchange  Act,
                  including  any  amendment  or report  filed for the purpose of
                  updating such description.

                  ll reports and  definitive  proxy or  information  statements
filed  pursuant to Section 13(a),  13(c),  14 or 15(d) of the Exchange Act after
the  date  of  this  Registration  Statement  and  prior  to  the  filing  of  a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters  all securities  then remaining  unsold shall be
deemed to be incorporated by reference into this  Registration  Statement and to
be a part  hereof  from the date of  filing  of such  documents.  Any  statement
contained in a document  incorporated  or deemed to be incorporated by reference
herein  shall be  deemed to be  modified  or  superseded  for  purposes  of this
Registration Statement to the extent that a statement contained herein or in any
subsequently filed document which also is deemed to be incorporated by reference
herein modifies or supersedes such statement.  Any such statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

Item 4.  Description of Securities

                  Not Applicable.

Item 5.  Interests of Named Experts and Counsel

                  Not Applicable.

Item 6.  Indemnification of Directors and Officers

                  Section 317 of the California  Corporation  Code  authorizes a
court to award or a corporation's Board of Directors to grant indemnification to
directors   and   officers   in  terms   sufficiently   broad  to  permit   such
indemnification   under  certain   circumstances   for  liabilities   (including
reimbursement  for expenses  incurred) arising under the Securities Act of 1933,
as amended (the "1933  Act").  The  Registrant's  Bylaws  provide for  mandatory
indemnification of its directors and officers and permissible indemnification of
employees  and other agents to the maximum  extent  permitted by the  California
Corporation Code. In addition,  the Registrant has entered into  Indemnification
Agreements with each of its directors and officers.

Item 7.  Exemption from Registration Claimed

                  Not Applicable.

                                      II-1
Item 8.  Exhibits

Exhibit Number    Exhibit
--------------    -------

     4            Instrument Defining Rights of Stockholders.  Reference is made
                  to   Registrant's   registration   statement   describing  the
                  Registrant's  Common Stock,  which is  incorporated  herein by
                  reference   pursuant   to  Item  3(c)  of  this   Registration
                  Statement.

     5            Opinion and consent of Morgan, Lewis & Bockius LLP

    23.1          Consent of KPMG LLP, Independent Auditors.

    23.2          Consent of Morgan, Lewis & Bockius LLP is contained in Exhibit
                  5.

    24            Power  of  Attorney.  Reference  is made to page  II-3 of this
                  Registration Statement.

    99.1*         SJW Corp. Long-Term Incentive Plan

*  Exhibit  99.1 is  incorporated  herein by  reference  to  Appendix  B, of the
Registrant's  Proxy  Statement  No.  001-08966  pursuant to Section 14(a) of the
Exchange Act, filed with the SEC on March 28, 2003.

Item 9.  Undertakings

                  A. The undersigned Registrant 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 1933 Act, (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  and (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; provided, however, that clauses (1)(i) and (1)(ii) shall
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained  in periodic  reports  filed by the
Registrant  pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated  by reference into this  Registration  Statement;  (2) that for the
purpose of determining any liability under the 1933 Act 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 and (3) to remove
from  registration by means of a post-effective  amendment any of the securities
being  registered  which remain unsold at the  termination  of the  Registrant's
Long-Term Incentive Plan.

                  B. The  undersigned  Registrant  hereby  undertakes  that, for
purposes of  determining  any  liability  under the 1933 Act, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference into 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 1933 Act may be permitted to directors,  officers or controlling  persons of
the Registrant pursuant to the indemnification  provisions  summarized in Item 6
or otherwise,  the  Registrant has been advised that, in the opinion of the SEC,
such  indemnification is against public policy as expressed in the 1933 Act, and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
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 Registrant 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  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.

                                      II-2
SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, 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  to be  signed on its  behalf by the  undersigned,
thereunto duly authorized,  in the City of San Jose, State of California on this
2nd day of May, 2003.

                                     SJW CORP.

                                     By: /s/ W. Richard Roth
                                         ---------------------------------------
                                         W. Richard Roth
                                         President and Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

                  That the  undersigned  officers and directors of SJW Corp.,  a
California  corporation,  do hereby  constitute  and appoint W. Richard Roth and
Angela Yip,  and either of them,  the lawful  attorneys-in-fact  and agents with
full power and  authority  to do any and all acts and things and to execute  any
and all  instruments  which said  attorneys and agents,  and either one of them,
determine  may be necessary or advisable or required to enable said  corporation
to  comply  with  the  Securities  Act of 1933,  as  amended,  and any  rules or
regulations  or  requirements  of the  Securities  and  Exchange  Commission  in
connection with this Registration Statement.  Without limiting the generality of
the foregoing  power and  authority,  the powers  granted  include the power and
authority to sign the names of the  undersigned  officers  and  directors in the
capacities  indicated  below  to  this  Registration  Statement,  to any and all
amendments,  both  pre-effective  and  post-effective,  and  supplements to this
Registration  Statement,  and to any and all  instruments or documents  filed as
part of or in  conjunction  with this  Registration  Statement or  amendments or
supplements  thereof, and either of the undersigned hereby ratifies and confirms
all that said attorneys and agents,  or either one of them, shall do or cause to
be done by virtue  hereof.  This  Power of  Attorney  may be  signed in  several
counterparts.

                  IN WITNESS WHEREOF,  each of the undersigned has executed this
Power of Attorney as of the date indicated.

                  Pursuant to the requirements of the Securities Act of 1933, as
amended,  this  Registration  Statement  has been signed below by the  following
persons in the capacities and on the dates indicated.
Signature                              Title                                        Date
              ---------                              -----                                        ----
/s/ W. Richard Roth                       President and Chief Executive Officer               May 2, 2003
------------------------------------      (Principal Executive Officer)
W. Richard Roth

/s/ Angela Yip                            Chief Financial Officer and Treasurer               May 2, 2003
------------------------------------      (Principal Financial Officer and Principal
Angela Yip                                Accounting Officer)
II-3
/s/ Mark L. Cali                          Director                                            May 2, 2003
------------------------------------
Mark L. Cali

/s/ J. Philip DiNapoli                    Director                                            May 2, 2003
------------------------------------
J. Philip DiNapoli

/s/ Drew Gibson                           Director                                            May 2, 2003
------------------------------------
Drew Gibson

/s/ Douglas King                          Director                                            May 2, 2003
------------------------------------
Douglas King

/s/ Ronald R. James                       Director                                            May 2, 2003
------------------------------------
Ronald R. James

/s/ George E. Moss                        Director                                            May 2, 2003
------------------------------------
George E. Moss

/s/ Roscoe Moss, Jr.                      Director                                            May 2, 2003
------------------------------------
Roscoe Moss, Jr.

/s/ Charles J. Toeniskoetter              Director                                            May 2, 2003
------------------------------------
Charles J. Toeniskoetter

/s/ Fredrick R. Ulrich                    Director                                            May 2, 2003
------------------------------------
Fredrick R. Ulrich
II-4
EXHIBIT INDEX

  Exhibit Number     Exhibit
  --------------     -------

        4            Instrument  Defining Rights of  Stockholders.  Reference is
                     made to Registrant's  registration statement describing the
                     Registrant's  Common Stock, which is incorporated herein by
                     reference  pursuant  to  Item  3(c)  of  this  Registration
                     Statement.

        5            Opinion and consent of Morgan, Lewis & Bockius LLP.

       23.1          Consent of KPMG LLP, Independent Auditors.

       23.2          Consent  of Morgan,  Lewis & Bockius  LLP is  contained  in
                     Exhibit 5.

       24            Power of  Attorney.  Reference is made to page II-3 of this
                     Registration Statement.

       99.1*         SJW Corp. Long-Term Incentive Plan.

*  Exhibit  99.1 is  incorporated  herein by  reference  to  Appendix  B, of the
Registrant's  Proxy  Statement  No.  001-08966  pursuant to Section 14(a) of the
Exchange Act, filed with the SEC n March 28, 2003.