August 14, 2018



Via Email

Eduardo Gallardo
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, New York 10166

       Re:    SJW Group
              Schedule TO-T/A filed August 8, 2018
              Filed by California Water Service Group
              File No. 5-36500

Dear Mr. Gallardo:

       The Office of Mergers and Acquisitions has reviewed the amended filing
listed above
and the accompanying response letter filed the same date. Our comments follow.
All defined
terms have the same meaning as in the Offer to Purchase included as Exhibit
(A)(1)(I) to the
Schedule TO-T.

       Please respond to this letter by revising your Schedule TO-T, by
providing the requested
information, or by advising us when you will provide the requested response. 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 these comments, we may have additional comments.

General

   1. Your amended offer materials refer to an "August 10 Proposal" to acquire
SJW Group for
      $70.00 per share in cash, a price that is $1.75 per share higher than
your current offer.
      We are concerned that SJW shareholders may not realize that this
"Proposal" which you
      tout in your amended offer materials does not mean that you have
increased the price in
      your tender offer. In fact, the August 10 Proposal references your
willingness to
      "consider [alternate] transaction structures that achieve tax deferral
.... for SJW
      shareholders with a historical low tax basis and who may prefer to own
stock of the
      combined company." This statement would appear to contemplate transaction
structures
 Eduardo Gallardo, Esq.
Gibson Dunn & Crutcher LLP
August 14, 2018
Page 2


       other than the current tender offer. Please revise the offer materials
to clearly and
       prominently clarify the fact that the offer price itself has not changed
and may not
       change.

   2. Clarify in your revised tender offer materials why you have elected not
to raise the offer
      price in the tender offer itself. We note that the August 10 Proposal
contemplates
      potentially paying a higher price than $70.00 per share if supported by
due diligence and
      additional synergies; therefore, we assume the $70.00 per share price in
the Proposal
      reflects what California Water is willing to pay for SJW before any such
synergies are
      identified through due diligence.

   3. Refer to comment 4 in our letter dated August 9, 2018 and your response.
Your current
      disclosure states you "may" seek CPUC approval to file an application
without the
      cooperation of SJW but that you are awaiting SJW's response to your
August 10 Proposal
      "in order to determine whether to proceeds with requesting permission of
the CPUC..."
      As previously requested in comment 4, discuss the factors upon which your
decision to
      seek such approval from the CPUC will be based. Your amended disclosure
should
      address factors other than whether SJW decides to recommend your August
10 Proposal,
      which we assume would negate the need to seek approval without SJW's
cooperation.

   4. Tell us how you will address the matters outlined in our comments above.
Given the
      potential for shareholder confusion regarding your August 10 Proposal and
its impact or
      lack of impact on the current tender offer price, we believe it may be
appropriate to
      disseminate the revised offer materials in some manner other than an
EDGAR filing only.

        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