SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BELHUMEUR GEORGE

(Last)

(First)

(Middle)

374 W. SANTA CLARA STREET

(Street)

SAN JOSE

95113

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SJW CORP [ SJW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. VP of Operations

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/02/2008		A		74⁽¹⁾⁽²⁾	A	$34.3	7,057⁽³⁾	D
Common Stock	01/02/2008		A		1,481⁽⁴⁾	A	$33.75	8,538⁽⁵⁾	D
Common Stock	01/02/2008		F		55⁽⁶⁾	D	$32.6	8,483⁽⁷⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The securities represent deferred shares of the issuer's common stock credited to the reporting person's deferred compensation account pursuant to dividend equivalent rights. Those rights resulted initally in the addition of cash sums to the account equal to the dividends which would have been paid during the 2007 calendar year on the deferred stock credited to such account had that stock actually been issued and outstanding on each dividend payment date, and the acucmulated sums were then converted into additional shares of deferred stock on January 2, 2008 based on the avearge of the closing selling prices of the issuer's common stock on each of the dates during the 2007 calendar year on which actual dividends on the common stock were paid.

2. The resulting shares of deferred stock may be subject in whole or in part to vesting schedules tied to the reporting person's continued service with the issuer and will be distributed as actual shares of the issuer's common stock either at the time of vesting or at a specified time thereafter (including termination of service with the employer).

3. Includes 1,013 shares of Common Stock, 5,508 shares of Common Stock held under an IRA account, 387 shares underlying restricted stock units, and 149 shares of deferred stock which may be subject is whole or in part to vesting schedules tied to the reporting person's continued service with the issuer and which will be distributed as actual shares of the issuer's Common Stock either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).

4. Represents 1,481 restricted stock units granted to the reporting person under the issuer's Long-Term Incentive Plan. Each restricted stock unit will entitle the reporting person to receive one share of the issuer's common stock when that unit vests. The units will vest in four successive annual installments upon the reporting person's comletion of each year of service with the issuer over the four-year period measured from the issue date of the units, subject to accelerated vesting under certain prescribed circumstances.

5. Includes 1,013 shares of Common Stock, 5,508 shares of Common Stock held under an IRA account, 1,868 shares underlying restricted stock units, and 149 shares of deferred stock which may be subject in whole or in part to vesting schedules tied to the reporting person's continued service with the issuer and which will be distributed as actual shares of the issuer's Common Stock either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).

6. Represents 55 shares of Common Stock of the issuer withheld by the issuer to satisfy witholding taxes per the terms of the Restricted Stock Unit Issuance Agreement between the issuer and the reporting person dated December 29, 2006.

7. Includes 958 shares of Common Stock, 5,508 shares of Common Stock held under an IRA account, 1,868 shares of underlying restricted stock units, and 149 shares of deferred stock which may be subject in whole or in part to vesting schedules tied to the reporting person's continued service with the issuer and which will be distributed as actual shares of the issuer's Common Stock either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).

Remarks:

	/s/ Suzy Papazian Attorney-in-Fact for George Belhumeur	01/03/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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