Edgar Filing: ROTH W RICHARD

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ROTH W RICHARD

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

(Last)

(First)

(Middle)

374 W. SANTA CLARA STREET

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2006

(Street)

SAN JOSE, CA 95113

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/30/2006		A		7,000 ⁽¹⁾	A	$ 0	54,922 ⁽²⁾	D
Common Stock								9,150	I	By separate property trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ROTH W RICHARD 374 W. SANTA CLARA STREET SAN JOSE, CA 95113	X		President & CEO

Signatures

/s/ Suzy Papazian, Attorney-In-Fact for W. Richard Roth		01/30/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Represents 7,000 restricted stock units granted to Mr. Roth under the issuer?s Long-Term Incentive Plan. Each restricted stock unit will entitle Mr. Roth to receive one share of the issuer?s common stock when that unit vests. The units will vest in four successive equal annual installments upon Mr. Roth?s completion of each year of service with the issuer over the four-year period measured from the issue date of the units. The units may also vest in full upon the reporting person's termination of employment with the issuer under certain prescribed circumstances or upon certain changes in control or ownership of the issuer. The restricted stock units also include dividend equivalent rights with respect to the underlying shares of the issuer?s common stock, and the amounts accumulated pursuant to those rights will vest and be paid in cash as the shares underlying the restricted stock units vest and are issued.
(2)	Includes (1) 7,000 restricted stock units which are the subject of this Form 4 plus (2) 47,922 shares of deferred stock which may be subject in whole or in part to vesting schedules tied to Mr. Roth?s continued service with the issuer and which will be distributed as actual shares of the issuer?s common stock either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).

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