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


     DIVISION OF
CORPORATION FINANCE


                                                              June 19, 2018



  Via Email
  Leif B. King
  Skadden, Arps, Slate, Meagher & Flom LLP
  525 University Avenue, Suite 1400
  Palo Alto, CA 94301

          Re:     SJW Group
                  Schedule 14D-9 filed June 15, 2018
                  SEC File No. 5-36500

  Dear Mr. King:

         The staff in the Office of Mergers and Acquisitions in the Division of
Corporation
  Finance has reviewed the filing listed above. Our comments follow. All
defined terms
  have the same meaning as in your filing, unless otherwise noted.

         Please respond to this letter promptly by amending your filing. If you
do not
  believe our comments apply to your facts and circumstances or do not believe
an
  amendment is appropriate, please tell us why in your response.

         After reviewing any amendment to your filing and the information you
provide in
  response to this letter, we may have additional comments. In some of our
comments, we
  may ask you to provide us with information so we may better understand your
disclosure.
  Please allow sufficient time for additional staff review after filing your
revised offer
  materials and your response letter.

  Item 4. The Solicitation or Recommendation

  1. On page 18, explain what factors form the basis for the SJW Board's belief
that the
     CPUC could take even longer (than for California Water's acquisition of
Dominguez
     Services Corporation) to review an acquisition of SJW. Note that the
18-month
     period you cite is the statutory maximum.

  2. Where you cite the regulatory hurdles you believe a California Water
acquisition of
     SJW would face, note the corresponding challenges for the merger with
Connecticut
     Water so that shareholders may access the comparable regulatory risks
posed. Your
 Leif B. King, Esq.
Skadden, Arps, Slate, Meagher & Flom LLO
June 19, 2018
Page 2


   revised disclosure on page 18 should note that SJW received a letter from
the CPUC
   directing it to submit an application for approval of the merger with
Connecticut
   Water. Clarify is this approval is required how the regulatory approval
process for
   the merger would be the same as for the Offer and how it would differ.

3. On page 19, you state that although SJW has not made a decision to sell
itself, it
   believes the Offer price is below what other potential acquirors would pay
for SJW
   "whether now or in the future." Other than citing to the proposal by
California
   Water, you do not provide support for the assertion that other buyers would
pay more
   for SJW. Revise to explain the basis for this belief. Your revised
disclosure should
   explain why you believe the unnamed "strategic" company represented by
Lazard
   would pay more for SJW.

4. On page 19, balance the discussion of the conditions to the Offer with the
   corresponding conditions to the merger with Connecticut Water.

5. On page 20, revise the section entitled "California Water has discretion to
extend the
   Offer indefinitely" to describe the withdrawal rights available to tendering
holders
   who have not been paid for their tendered shares.

6. If Mr. Thornburg will receive compensation or other benefits as a result of
the merger
   by virtue of his prior position with Connecticut Water that would not be
realized upon
   the consummation of this Offer, this may be important information for
shareholders
   to know when evaluating the recommendation of SJW with respect to the Offer.
If
   applicable, please describe in your revised filing.

Item 5. Persons/Assets to be Retained, Employed, Compensated or Used, page 21

7. Revise the disclosure here to comply with Item 1009(a) of Regulation M-A.
See the
   guidance available on our Web site at www.sec.gov under "Tender Offers and
   Schedules," Section 14(d) and Regulation 14D, Q&A 159.02. Your expanded
   disclosure should summarize the material terms of J.P. Morgan's compensatory
   arrangements, including the types of fees payable and the "certain
transactions" upon
   which they are contingent, along with any other material information about
the fee
   arrangement material to a security holder's assessment of J.P. Morgan's
analyses and
   conclusions.

Item 6. Interest in Securities of the Subject Company, page 21

8. Provide the disclosure required by Item 1008(b) of Regulation M-A with
respect to
   all transactions in SJW shares by the identified individuals including those
in
   connection with SJW's employee benefits plans.
 Leif B. King, Esq.
Skadden, Arps, Slate, Meagher & Flom LLO
June 19, 2018
Page 3


Exhibit 99(a)(3)   Letter to SJW Group Shareholders

9. In future filings, avoid characterizing California Water's Offer, which has
now
   commenced and is open for tenders, as a "non-binding indication of
interest."

10. See our last comment above. In future filings, avoid referring to the Offer
as "non-
    binding" and further assertions that the Offer "can be withdrawn by Cal
Water at any
    time." While the Offer is subject to specified conditions, so is the merger
with
    Connecticut Water.

11. Clarify what "significant tax consequences for [SJW] shareholders" may
result if the
    Offer is consummated, and explain the basis for your assertions about these
tax
    consequences.

        We remind you that the filing persons are responsible for the accuracy
and
adequacy of their disclosures, notwithstanding any review, comments, action or
absence
of action by the staff. Please contact me at (202) 551- 3263 with any questions
about
these comments.



                                                           Sincerely,

                                                           /s/ Christina Chalk

                                                           Christina Chalk
                                                           Senior Special
Counsel
                                                           Office of Mergers
and
                                                           Acquisitions