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

                              FORM 8-K

                           CURRENT REPORT
                   Pursuant to Section 13 OR 15(d)
               of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 13,2004
                                               -----------------
                             SJW Corp.
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(Exact name of registrant as specified in its charter)

    California                    1-8966          77-0066628
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(State or other jurisdiction   (Commission      (IRS Employer
     of incorporation)         File Number)  Identification No.)

    374 W. Santa Clara Street, San Jose, California     95196
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(Address of principal executive offices)             (Zip Code)

                             (408) 279-7800
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         Registrant's telephone number, including area code

                             Not Applicable
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  (Former name or former address, if changed since last report)


ITEM 1.01: ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On December 9, 2004, the Executive Compensation Committee of the 
Board of Directors of SJW Corp. adopted and approved the 
implementation of the Special Deferral Election Plan (the "Plan") by 
the Company's wholly-owned subsidiary San Jose Water Company (the 
"Company").  The new Plan will become effective as of January 1, 
2005, and it is expected that one or more of the following 
executive officers of SJW Corp. will participate in the Plan:

       Name                          Title
       ----                          -----

W. Richard Roth          SJW Corp. - Chief Executive Officer  
                         and President

R. Scott Yoo             San Jose Water Company - Senior Vice  
                         President, Administration

George J. Belhumeur      San Jose Water Company - Senior Vice  
                         President, Operations

Angela Yip               SJW Corp. - Chief Financial Officer and 
                         Treasurer

Richard J. Pardini       San Jose Water Company - Vice President,  
                         Chief Engineer

Dana Drysdale            San Jose Water Company - Vice President,  
                         Information Services

Richard J. Balocco       San Jose Water Company - Vice President,  
                         Corporate Communications


The Plan will provide participants with the opportunity to defer 
a portion of their compensation each year and to realize an 
investment return on those monies during the deferral period.  
Accordingly, each participant may elect to defer up to fifty 
percent (50%), of his or her base salary and up to one hundred 
percent (100%) of his or her bonus or other incentive 
compensation for the year. 

Participants must make their deferral election before the start 
of the calendar year during which the compensation subject to 
their election is to be earned.  For each year's deferred 
compensation, the participant may designate the start date for 
the subsequent distribution of that compensation and the form of 
distribution.  Applicable start dates may be tied to separation 
from service, a substantial change in the ownership or control of 
the Company (or SJW Corp. at a time while it remains the parent 
company) or a specified date.  The form of distribution may be 
either a lump sum or a series of installments over a designated 
period. 

During the deferral period, the participant may designate the 
investment of his or her account balances in one or more 
available investment funds.  No actual investments will be held 
in the participant's account, but the account balance will be 
adjusted periodically to reflect the return that account would 
have realized had it actually been invested in the designated 
investment funds.

Participants will at all times remain general creditors of the 
Company with respect to their account balances under the Plan. 
The Company may establish a trust in order to accumulate a 
reserve to satisfy all or part of its liabilities under the Plan. 
However, no participant will have any beneficial ownership 
interest in those assets, and such assets would be available for 
the satisfaction of creditor claims in the event of the Company' 
insolvency or bankruptcy.  

The Executive Compensation Committee of the Company's Board of 
Directors may amend or terminate the Plan at any time.  However, 
no such amendment or plan termination may adversely affect a 
participant's benefits accrued to date under the plan or the 
distribution elections in effect for those benefits 

A copy of the Plan is filed as an exhibit to this 8-K Report.


Item 9.01  Financial Statement and Exhibits

     (c)  Exhibits

     Exhibit No.                Description
     ----------                 -----------
     99.1          San Jose Water Company Special Deferral  
                   Election Plan issued by SJW Corp., approved  
                   December 9, 2004 by the Executive Compensation  
                   Committee of the Board of Directors of SJW  
                   Corp.


                            SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed 
on its behalf by the undersigned thereunto duly authorized.



                                  SJW Corp.
                                  -----------------------------


December 13, 2004                /s/ Angela Yip
---------------------             -------------------------
                                  Angela Yip, 
                                  Chief Financial Officer  
                                  and Treasurer


                              EXHIBIT INDEX

Exhibit No.                Description
----------                 -----------
  99.1             San Jose Water Company Special Deferral  
                   Election Plan issued by SJW Corp., approved  
                   December 9, 2004 by the Executive Compensation  
                   Committee of the Board of Directors of SJW  
                   Corp.