
      I, Angela Yip, Chief Financial Officer and Treasurer, certify that:

      1. I have  reviewed  this  Annual  Report on Form  10-K of SJW Corp.  (the
"registrant");

      2.  Based on my  knowledge,  this  report  does  not  contain  any  untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

      3. Based on my knowledge,  the financial  statements,  and other financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

      4. The registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

            a) designed such disclosure controls and procedures,  or caused such
      disclosure  controls and procedures to be designed under our  supervision,
      to ensure that material information relating to the registrant,  including
      its consolidated subsidiaries,  is made known to us by others within those
      entities,  particularly  during the  period in which this  report is being
      prepared;

            c)  evaluated  the  effectiveness  of  the  registrant's  disclosure
      controls and procedures presented in this report our conclusions about the
      effectiveness of the disclosure controls and procedures,  as of the end of
      the period covered by this report based on such evaluation;

            d) disclosed in this report any change in the registrant's  internal
      control over  financial  reporting that occurred  during the  registrant's
      fourth  fiscal  quarter that has  materially  affected,  or is  reasonably
      likely to  materially  affect,  the  registrant's  internal  control  over
      financial reporting; and

      5. The registrant's other certifying officers and I have disclosed,  based
on our most recent evaluation of internal control over financial  reporting,  to
the  registrant's  auditors  and the audit  committee of  registrant's  board of
directors (or persons performing the equivalent functions):

            a) all significant  deficiencies and material weakness in the design
      or  operation  of internal  control  over  financial  reporting  which are
      reasonably likely to adversely affect the registrant's  ability to record,
      process, summarize and report financial information; and

            b) any fraud,  whether or not material,  that involves management or
      other employees who have a significant role in the  registrant's  internal
      control over financial reporting.

Date: March 12, 2004

                                     /s/          ANGELA YIP
                                     -------------------------------------
                                                  Angela Yip
                                     Chief Financial Officer and Treasurer
                                         (Principal financial officer)


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