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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* ROTH W RICHARD (Last) (First) (Middle) 374 W. SANTA CLARA STREET (Street) SAN JOSE CA 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) X Director 10% Owner X Officer (give title below) Other (specify below) President & CEO
	3. Date of Earliest Transaction (Month/Day/Year) 02/07/2007
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/07/2007		M		10,618	A	$14	144,479(1)	D
Common Stock	02/07/2007		S		500	D	$39.11	143,979(2)	D
Common Stock	02/07/2007		S		2,400	D	$39.1	141,579(3)	D
Common Stock	02/07/2007		S		100	D	$39.04	141,479(4)	D
Common Stock	02/07/2007		S		100	D	$39.03	141,379(5)	D
Common Stock	02/07/2007		S		300	D	$39.02	141,079(6)	D
Common Stock	02/07/2007		S		7,218	D	$39	133,861(7)	D
Common Stock								18,300	I	By Separate Property Trust

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock	$14	02/07/2007		M			10,618	04/29/2004(8)	04/29/2013	Common Stock	10,618	(9)	24,106	D

Explanation of Responses:

1. Includes 2,249 shares of Common Stock of SJW Corp. (the "Company") and 10,618 shares of Common Stock of the Company issued to Mr. Roth following the exercise of his stock options. Also includes 31,500 shares underlying restricted stock units and 100,112 shares of deferred restricted stock. These shares may be subject in whole or in part to vesting schedules tied to Mr. Roth?s continued service with the Company or his performance and will be distributed as actual shares of Common Stock of the Company either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).

2. Includes 2,249 shares of Common Stock of the Company and 10,118 shares of Common Stock of the Company issued to Mr. Roth following the exercise of his stock options. Also includes 31,500 shares underlying restricted stock units and 100,112 shares of deferred restricted stock. These shares may be subject in whole or in part to vesting schedules tied to Mr. Roth?s continued service with the Company or his performance and will be distributed as actual shares of Common Stock of the Company either at the time of vesting or at a specified time thereafter (including termination of service with the Company).

3. Includes 2,249 shares of Common Stock of the Company and 7,718 shares of Common Stock of the Company issued to Mr. Roth following the exercise of his stock options. Also includes 31,500 shares underlying restricted stock units and 100,112 shares of deferred restricted stock. These shares may be subject in whole or in part to vesting schedules tied to Mr. Roth?s continued service with the Company or his performance and will be distributed as actual shares of Common Stock of the Company either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).

4. Includes 2,249 shares of Common Stock of the Company and 7,618 shares of Common Stock of the Company issued to Mr. Roth following the exercise of his stock options. Also includes 31,500 shares underlying restricted stock units and 100,112 shares of deferred restricted stock. These shares may be subject in whole or in part to vesting schedules tied to Mr. Roth?s continued service with the Company or his performance and will be distributed as actual shares of Common Stock of the Company either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).

5. Includes 2,249 shares of Common Stock of the Company and 7,518 shares of Common Stock of the Company issued to Mr. Roth following the exercise of his stock options. Also includes 31,500 shares underlying restricted stock units and 100,112 shares of deferred restricted stock. These shares may be subject in whole or in part to vesting schedules tied to Mr. Roth?s continued service with the Company or his performance and will be distributed as actual shares of Common Stock of the Company either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).

6. Includes 2,249 shares of Common Stock of the Company and 7,218 shares of Common Stock of the Company issued to Mr. Roth following the exercise of his stock options. Also includes 31,500 shares underlying restricted stock units and 100,112 shares of deferred restricted stock. These shares may be subject in whole or in part to vesting schedules tied to Mr. Roth?s continued service with the Company or his performance and will be distributed as actual shares of Common Stock of the Company either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).

7. Includes 2,249 shares of Common Stock of the Company. Also includes 31,500 shares underlying restricted stock units and 100,112 shares of deferred restricted stock. These shares may be subject in whole or in part to vesting schedules tied to Mr. Roth?s continued service with the Company or his performance and will be distributed as actual shares of Common Stock of the Company either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).

8. The stock options are exercisable according to the vesting schedule. The shares vest in four successive equal annual installments upon Mr. Roth?s completion of each year of service with the Company over a four-year period measured from the April 29, 2003 issue date of the stock options. Therefore 11,406 shares of Common Stock of the Company became exercisable on April 29, 2004, April 29, 2005 and April 29, 2006 and the remaining 11,406 shares will become exercisable on April 29, 2007.

9. The exercise price is $14.00 per share.

Remarks:

	/s/ Suzy Papazian Attorney-in-Fact for W. Richard Roth	02/08/2007
	** Signature of Reporting Person	Date
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