Mail Stop 3561


								August 24, 2006

Mr. Richard Roth
President and Chief Executive Officer
SJW Corp.
374 West Santa Clara Street
San Jose, CA  95113

		RE:	SJW Corp.
			Form 10-K for Fiscal Year Ended December 31, 2005
			Form 10-Q for Fiscal Quarter Ended June 30, 2006
			File No. 1-8966

Dear Mr. Roth:

		We have reviewed your filings and have the following
comments.  We have limited our review of your filings to those
issues
we have addressed in our comments.  Where indicated, we think you
should revise your documents in response to these comments.  If
you
disagree, we will consider your explanation as to why our comments
are inapplicable or revisions are unnecessary.  Please be as
detailed
as necessary in your explanation.  In some of our comments, we may
ask you to provide us with information so we may better understand
your disclosure.  After reviewing this information, we may raise
additional comments.

		Please understand that the purpose of our review process
is
to assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2005

Contractual Obligations Table, page 37

1. In future filings please include the interest expense expected
to
be incurred on your debt in the contractual obligations table or
in a
note to the table. Refer to Item 303 (a) (5) of Regulation S-K and
footnote 46 to Commission Guidance Regarding Management`s
Discussion
and Analysis of Financial Condition and Results of Operations.
See
Release 33-8350.




Financial Statements and Supplementary Data

Consolidated Statements of Income and Comprehensive Income, page
44

2. Comprehensive income per share information is not required to
be
presented by SFAS 128 and should be disclosed only in the notes to
financial statements when presented.  See paragraph 37 of SFAS
128.
Please revise.  In addition, in future filings, please disclose
the
number of stock options, restricted stock awards and other
securities
that could potentially dilute basic earnings per share in the
future
that were not included in the computation of diluted earnings per
share.  See paragraph 40c. of SFAS 128.

Controls and Procedures, page 74

3. We note that the conclusion of your principal executive and
financial officers regarding the effectiveness of your disclosure
controls and procedures includes a partial definition of
disclosure
controls and procedures.  When you include a definition of
controls
and procedures in conclusions of your principal executive and
financial officers regarding the effectiveness of your disclosure
controls and procedures it should encompass the entire definition
in
Exchange Act Rules 13a-15(e) and 15d-15(e).  In future filings,
please revise to also state that your disclosure controls and
procedures are designed and functioning effectively at the
reasonable
assurance level to ensure that the information required to be
disclosed by you in the reports you file or submit under the Act
is
accumulated and communicated to management, including your
principal
executive and principal financial officers, or persons performing
similar functions, as appropriate to allow timely decisions
regarding
required disclosure.  Please also reference the appropriate
Exchange
Act Rules containing the definition of controls and procedures.

Exhibit 23. - Consent of Independent Registered Public Accounting
Firm

4. We note that your accountants consented to the incorporation by
reference in your registration statements on Forms S-8 of their
report dated March 3, 2006.  The date of the report included in
the
filing is February 24, 2006.  You should revise to correct this
error
as appropriate.

Exhibit 31.1 and 31.2 Certifications

5. Please confirm that the inclusion of the titles of your Chief
Executive Officer and Chief Financial Officer were not intended to
limit the capacity in which such individuals provided the
certifications.  Please provide this confirmation with respect to
the
certifications included in your Form 10-Qs for the periods ended
March 31, 2006 and June 30, 2006, as well.  In future filings
please
eliminate reference to the CEO and CFO`s titles in the
introductory
paragraph of the certifications to conform to the format provided
in
Item 601(b)(31) of Regulation S-K.


Form 10-Q for the Period Ended June 30, 2006

6. Please address the above comments in your future filings on
Form
10-Q, as well.

		As appropriate, please amend your filings and respond to
these comments within 10 business days, or tell us when you will
provide us with a response.  Please furnish a cover letter that
keys
your responses to our comments and provides any requested
information.  Detailed letters greatly facilitate our review.
Please
understand that we may have additional comments after reviewing
your
responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

		You may contact Sondra Snyder at (202) 551-3332, or in
her
absence, William Thompson at (202) 551-3344 if you have questions
regarding comments on the financial statements and related
matters.
Please contact me at (202) 551-3849 with any other questions.

							Sincerely,



							James A. Allegretto
							Senior Assistant Chief
Accountant

Mr. Richard Roth
SJW Corp.
August 24, 2006
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