SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                                 Amendment No. 1

|X|      ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
         EXCHANGE ACT OF 1934

         For the fiscal year ended December 31, 2003

                                       or

| |      TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

         For the transition period            to
                                    ----------  ----------

               Commission file number 1-8966

                                    SJW CORP.
             (Exact name of registrant as specified in its charter)

          California                                            77-0066628
--------------------------------------------------------------------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                               Identification No.)

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

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

           Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class                    Name of each exchange on which registered
--------------------------------------------------------------------------------
Common Stock, Par Value $1.042                  American Stock Exchange

        Securities Registered Pursuant to Section 12(g) of the Act: None
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months,  (or for such shorter  period that the  registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days. Yes |X| No | |

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|

Indicate by check mark whether registrant is an accelerated filer (as defined in
Exchange Act Rule 12b-2). Yes |X| No | |

The  aggregate  market value of the common stock held by  non-affiliates  of the
registrant on June 30, 2003 was $183,036,524.

Shares of common stock outstanding on March 7, 2004 - 9,135,441.


                                EXPLANATORY NOTE

     The  Amendment  No. 1 to our Annual Report on Form 10-K for the fiscal year
ended  December 31, 2003, as  originally  filed on March 7, 2004, is being filed
solely to  correct  the  cross  references  to the  definition   of  "disclosure
controls and  procedures" in Rules  13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934 in subpart (a) of Item 9A "Controls and  Procedures" and in
Exhibits 31.1 and 31.2.

     Except as described  above,  no other changes have been made to the Report.
This  Amendment  No.  1  does  not  update  any  other  disclosures  to  reflect
developments since the original date of filing.


Item 9A. Controls and Procedures

(a) The  Corporation's  management,  with the participation of the Corporation's
Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness
of the  Corporation's  disclosure  controls and  procedures as of the end of the
period covered by this report.  Based on that  evaluation,  the Chief  Executive
Officer and Chief Financial Officer concluded that the Corporation's  disclosure
controls and procedures (as defined in Rules 13(a)-15(e) and 15d-15(e) under the
Securities  Exchange  Act of 1934) as of the end of the  period  covered by this
report have been designed and are functioning  effectively to provide reasonable
assurance that the  information  required to be disclosed by the  Corporation in
reports filed under the Securities Exchange Act of 1934 is recorded,  processed,
summarized and reported within the time periods  specified in the Securities and
Exchange  Commission's rules and forms. The Corporation  believes that a control
system,  no matter how well  designed  and  operated,  cannot  provide  absolute
assurance  that the  objectives of the control system are met, and no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within a company have been detected.

(b) Changes in internal  controls.  There has been no change in internal control
over  financial  reporting  during the fourth fiscal quarter that has materially
affected,  or is reasonably  likely to materially  affect the internal  controls
over financial reporting of SJW Corp.


Item 15.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

(3) Exhibits required to be filed by Item 601 of Regulation S-K

See Exhibit Index located immediately following paragraph (b) of this Item 15.

The exhibits  filed  herewith are  attached  hereto  (except as noted) and those
indicated  on the Exhibit  Index which are not filed  herewith  were  previously
filed with the Securities and Exchange Commission as indicated.




(b) Report on Form 8-K.  SJW Corp.  filed a current  report on Form 8-K with the
Securities  and  Exchange  Commission  on October  29, 2003 to furnish its press
release  that  announced  the  financial  results  for the third  quarter  ended
September 30, 2003 under Item 12 thereof.



                                  EXHIBIT INDEX

Exhibit
No.        Description
--------   ------------------------------------------------

2          Plan of  Acquisition,  Reorganization,  Arrangement,  Liquidation  or
           Succession:

2.1        Registration  Rights  Agreement  entered into as of December 31, 1992
           among SJW Corp.,  Roscoe  Moss,  Jr.  and  George E.  Moss.  Filed as
           Exhibit 4.1 to Form 8- K January 11, 1993 and filed as Exhibit 2.1 to
           Form 10-K for the year  ended  December  31,  2003.  S.E.C.  File No.
           1-8966.

3          Articles of Incorporation and By-Laws:

3.1        Restated Articles of Incorporation and By-Laws of SJW Corp., defining
           the rights of holders of the equity  securities of SJW Corp. Filed as
           Exhibit 3.1 to Form 10-K for the year ended December 31, 2001.

4          Instruments  Defining  the  Rights  of  Security  Holders,  including
           Indentures:  No  current  issue of the  registrant's  long-term  debt
           exceeds 10 percent of its total  assets.  SJW Corp.  hereby agrees to
           furnish  upon  request to the  Commission  a copy of each  instrument
           defining   the  rights  of  holders   of   unregistered   senior  and
           subordinated debt of the company.

10         Material Contracts:

10.1       Water Supply  Contract  dated January 27, 1981 between San Jose Water
           Works and the Santa Clara Valley Water District, as amended. Filed as
           Exhibit 10.1 to Form 10-K for the year ended December 31, 2001.

10.3       San Jose Water Company Executive Supplemental Retirement Plan adopted
           by San Jose Water Company  Board of Directors.  Filed as Exhibit 10.3
           to Form 10-K for the year ended  December 31, 2002.  S.E.C.  File No.
           1-8966.

10.4       First  Amendment  to San Jose Water  Company  Executive  Supplemental
           Retirement Plan adopted by San Jose Water Company Board of Directors.
           Filed as Exhibit  10.4 to Form 10-K for the year ended  December  31,
           2002. S.E.C. File No. 1-8966.

10.5       Second  Amendment to San Jose Water  Company  Executive  Supplemental
           Retirement Plan adopted by San Jose Water Company Board of Directors.
           Filed as an Exhibit to Annual  Report on Form 10-K for the year ended
           December 31, 1998. S.E.C. File No. 1-8966. (2)

10.6       Third  Amendment  to San Jose Water  Company  Executive  Supplemental
           Retirement Plan adopted by San Jose Water Company Board of Directors.
           Filed as an Exhibit to Annual  Report on Form 10-K for the year ended
           December 31, 1998. S.E.C. File No. 1-8966. (2)

10.7       Fourth  Amendment to San Jose Water  Company  Executive  Supplemental
           Retirement Plan adopted by San Jose Water Company Board of Directors.
           Filed as an Exhibit to Annual  Report on Form 10-K for the year ended
           December 31, 1998. S.E.C. File No. 1-8966. (2)

10.8       Fifth  Amendment  to San Jose Water  Company  Executive  Supplemental
           Retirement Plan adopted by San Jose Water Company Board of Directors.
           Filed as an Exhibit to Annual  Report on Form 10-K for the year ended
           December 31, 1998. S.E.C. File No. 1-8966. (2)

10.9       SJW Corp.  Executive  Severance  Plan  adopted by SJW Corp.  Board of
           Directors.  Filed as an Exhibit to Annual Report on Form 10-K for the
           year ended December 31, 1998. S.E.C. File No. 1-8966. (2)

10.10      Sixth  Amendment to San Jose Water Company's  Executive  Supplemental
           Retirement  Plan.  Filed as an Exhibit to 10-Q for the period  ending
           September 30, 1999. S.E.C. File No. 1-8966. (2)

10.11      Amendment  to SJW  Corp.'s  Executive  Severance  Plan.  Filed  as an
           Exhibit to 10-Q for the period ending September 30, 1999. S.E.C. File
           No. 1-8966. (2)

10.12      Resolution for Directors'  Retirement Plan adopted by SJW Corp. Board
           of Directors as amended on September 22, 1999. Filed as an Exhibit to
           10-Q for the  period  ending  September  30,  1999.  S.E.C.  File No.
           1-8966. (2)



10.13      Resolution for Directors'  Retirement  Plan adopted by San Jose Water
           Company's Board of Directors as amended on September 22, 1999.  Filed
           as an Exhibit  to 10-Q for the  period  ending  September  30,  1999.
           S.E.C. File No. 1-8966. (2)

10.14      Resolution for Directors' Retirement Plan adopted by SJW Land Company
           Board of Directors on September 22, 1999. Filed as an Exhibit to 10-Q
           for the period ending September 30, 1999. S.E.C. File No. 1-8966. (2)

10.15      SJW Corp.  Long-Term  Incentive Plan,  adopted by SJW Corp.  Board of
           Directors  March 6,  2002.  Filed as an  Exhibit to Form 10-Q for the
           period ended June 30, 2002. S.E.C. File No. 1-8966.

10.16      Seventh Amendment to San Jose Water Company's Executive  Supplemental
           Retirement  Plan,   adopted  by  San  Jose  Water  Company  Board  of
           Directors. Filed as an Exhibit to Form 10-Q for the period ended June
           30, 2002. S.E.C. File No. 1-8966.

10.17      Limited  Partnership  Agreement of 444 West Santa Clara Street,  L.P.
           executed between SJW Land Company and Toeniskoetter & Breeding,  Inc.
           Development.  Filed  as an  Exhibit  to 10-Q  for the  period  ending
           September 30, 1999. S.E.C. File No. 1-8966.

10.18      San Jose Water Company Executive Supplemental Retirement Plan adopted
           by San Jose Water Company Board of Directors,  as restated to reflect
           amendments made through May 1, 2003. Filed as an Exhibit to Form 10-Q
           for the period ended June 30, 2003. S.E.C. File No. 1-8966. (2)

10.19      SJW Corp.  Executive  Severance  Plan  adopted by SJW Corp.  Board of
           Directors,  as restated  to reflect  amendments  made  through May 1,
           2003.  Filed as an Exhibit to Form 10-Q for the period ended June 30,
           2003. S.E.C. File No. 1-8966. (2)




10.20      SJW Corp.  Long-Term  Incentive Plan,  adopted by SJW Corp.  Board of
           Directors,  as amended on March 3, 2003.  Filed as an Exhibit to Form
           10-Q for the period ended June 30, 2003. S.E.C. File No. 1- 8966. (2)

10.21      Chief Executive Officer Employment Agreement, as restated on June 27,
           2003.  Filed as an Exhibit to Form 10-Q for the period ended June 30,
           2003. S.E.C. File No. 1-8966. (2)

10.22      Standard  Form of  Stock  Option  Agreement-subject  to  changes  per
           Employment Agreement,  as adopted by the SJW Corp. Board of Directors
           on April 29,  2003.  Filed as an  Exhibit to Form 10-Q for the period
           ended June 30, 2003. S.E.C. File No. 1-8966. (2)

10.23      Chief  Executive  Officer SERP Deferred  Restricted  Stock Award,  as
           restated on June 27,  2003.  Filed as an Exhibit to Form 10-Q for the
           period ended June 30, 2003. S.E.C. File No. 1-8966. (2)

10.24      Form of Stock Option Agreement with Dividend Equivalent  Agreement as
           adopted  by the Board of  Directors  on April 29,  2003.  Filed as an
           Exhibit to Form 10-Q for the period ended June 30, 2003.  S.E.C. File
           No. 1-8966. (2)

10.25      Form of Directors Deferred Restricted Stock Program as adopted by SJW
           Corp.  Board of Directors  on July 29,  2003.  Filed as an Exhibit to
           10-Q for the  period  ending  September  30,  2003.  S.E.C.  File No.
           1-8966. (2)

10.26      Form of Directors Annual Retainer Fee Deferred Election Agreement, as
           adopted by SJW Corp. Board of Directors on July 29, 2003. Filed as an
           Exhibit to 10-Q for the period ending September 30, 2003. S.E.C. File
           No. 1-8966. (2)

31.1       Certification  Pursuant to Rule  13a-14(a)/15d-14(a) by President and
           Chief Executive Officer. (1)

31.2       Certification Pursuant to Rule 13a-14(a)/15d-14(a) by Chief Financial
           Officer and Treasurer. (1)



32.1       Certification  Pursuant to 18 U.S.C.  Section 1350 by  President  and
           Chief Executive  Officer,  as adopted  pursuant to Section 906 of the
           Sarbanes-Oxley  Act of 2002.  Filed as Exhibit  32.1 to Form 10-K for
           the year ended December 31, 2003. S.E.C. File No. 1-8966.

32.2       Certification  Pursuant to 18 U.S.C.  Section 1350 by Chief Financial
           Officer  and  Treasurer,  as adopted  pursuant  to Section 906 of the
           Sarbanes-Oxley  Act of 2002.  Filed as Exhibit  32.2 to Form 10-K for
           the year ended December 31, 2003. S.E.C. File No. 1-8966.

(1) Filed currently herewith.
(2) Management contract or compensatory plan or agreement.





                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) 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.


Date: June 4, 2004                      By /s/ ANGELA YIP
                                           ------------------------
                                           Angela Yip,
                                           Chief Financial Officer