As filed with the Securities and Exchange Commission on October 27, 2006Registration   No.


Registration Statement No. 333-137893

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM S-3
Amendment No. 1
to
Form S-3
REGISTRATION STATEMENT
UNDERUnder
THE SECURITIES ACT OF 1933
_____________________
MIDDLESEX WATER COMPANY
(Exact name of registrant as specified in its charter)
New Jersey22-1114430
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer
Identification No.)

1500 Ronson Road, Iselin, New Jersey 08830
(732) 634-1500
(Address, including zip code, and telephone number,
including area code, of registrant’sregistrant's principal executive offices)
_____________________
A. BRUCE O’CONNORKENNETH J. QUINN
Vice President, General Counsel, Secretary and Chief Financial OfficerTreasurer
Middlesex Water Company
1500 Ronson Road, Iselin, New Jersey 08830-3020
(732) 634-1500
(Name, address, including zip code,code. and telephone number,
including area code, of agent for service)
_____________________
With Copies to:
PETER D. HUTCHEON, ESQ.
Norris, McLaughlin & Marcus, P.A.
721 Route 202-206, P.O. Box 1018
Somerville, New Jersey 08876-1018
(908) 722-0700
DOUGLAS R. BROWN, ESQ.
Norris, McLaughlin & Marcus, P.A.
721 Route 202-206, P.O. Box 1018
Bridgewater, New Jersey 08807
(908) 722-0700
_____________________
JUSTIN P. KLEIN, ESQ.
Ballard Spahr Andrews & Ingersoll, LLP
1735 Market Street, 51st Floor
Philadelphia, Pennsylvania 19103-7599
(215) 665-8500
 
Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of this Registration Statement becomes effective.Statement.
_____________________
 
If the only securities being registered on this Form are being offered pursuant to dividend or reinvestment plans, please check the following box. oý
 
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or reinvestment plans, check the following box. o¨
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective, registration statement for the same offering. o¨
 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o¨
 
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o¨
 
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o¨
_____________________

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
 
 


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

The information in this prospectus isLarge accelerated filer: ¨
Accelerated filer: ý
Non-accelerated filer: ¨
Smaller reporting company: ¨
(Do not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
check if a smaller reporting company)

SUBJECT TO COMPLETION, DATED OCTOBER 27, 2006.
CALCULATION OF REGISTRATION FEE
Title of each class of securities
to be registered
Amount to
be registered
Proposed
maximum
offering price
per share
Proposed
maximum
aggregate
offering price
Amount of
registration fee 1
Common Stock80,000 shares$12.05$964,000.00$80.00
PROSPECTUS

1,300,000 Shares
(LOGO)
Common Stock
We are offering 1,300,000 shares1 Estimated solely for the purpose of our common stockcalculating the registration fee.  Such estimate has been computed in accordance with this prospectus.
Our common stock is listed for tradingRule 457(c) under the Securities Act based on the NASDAQaverage of the high and low prices of the Registrant’s Common Stock as reported on the Nasdaq Global Select Market underon March 9, 2009.




P R O S P E C T U S
MIDDLESEX WATER COMPANY
Dividend Reinvestment and Common Stock Purchase Plan
Common Stock (Without Par Value)
Dear Investor:

Middlesex Water Company (the “Company”) is pleased to offer the symbol “MSEX”Middlesex Water Company Dividend Reinvestment and Common Stock Purchase Plan (the “Plan”).  On October 26, 2006,The Plan is a direct stock purchase plan designed to provide existing holders of Company Common Stock with a convenient method to purchase additional shares and to reinvest cash dividends paid on the last reported sale price for our common stock was $18.88 per share.Company’s Common Stock in the purchase of additional shares of Common Stock.

We have grantedKey features of the underwriters an option, exercisable within 30 days afterPlan are summarized below:

·To open a new Plan account, you will be required to authorize the reinvestment of dividends on at least ten (10) shares.

·If you currently own fewer than ten (10) registered shares, you may authorize the reinvestment of dividends on the shares you currently own and include an optional cash payment with your Authorization Form sufficient to purchase remaining shares required to enroll.  Therefore, if you own at least one share of Common Stock, registered in your name, you may participate by completing and returning an enrollment form and following the optional cash payment instructions set forth in this Prospectus (see Question 17).

·Once you have enrolled, you may elect to have dividends on all or part of your shares automatically reinvested in shares of Common Stock at market prices.

·In addition, you may invest optional cash payments of $25 or more (maximum $25,000 per calendar quarter) in the purchase of Common Stock at market prices.

·Eligible employees of the Company (and its subsidiary companies and affiliated companies) have the additional option of utilizing automatic payroll deductions to purchase shares.

·As a participant, you may (but are not required to) deposit your Company Common Stock certificates with the Plan Agent for safekeeping.

·The Company may, from time to time, make shares available to Plan participants at a discount of up to five percent (5%) from market prices.

The Company has reserved a total of 1,780,000 shares of Common Stock to be used in connection with the Plan.  As of the date of this prospectus,Prospectus, 80,000 shares remain available for issuance under the Plan.  Although the Plan contemplates the continued payment of quarterly dividends, the Company can make no assurances in that regard.
Sincerely,
/s/ Dennis W. Doll
Dennis W. Doll
President and Chief Executive Officer


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---------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON THE ACCURACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------------------

The date of this Prospectus is March 13, 2009

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS.  IF ANY OTHER INFORMATION OR REPRESENTATIONS ARE GIVEN OR MADE, YOU MUST NOT RELY ON THEM AS HAVING BEEN AUTHORIZED.

This Prospectus does not constitute an offer to purchase upsell or a solicitation of an offer to 195,000 additionalbuy shares of common stock uponCompany Common Stock in any state or other jurisdiction to any person to whom it is unlawful to make such an offer or solicitation.

Neither the same terms and conditionsdelivery of this Prospectus nor any sale made hereunder should be deemed to imply that there has been no change in the affairs of the Company since the date of this Prospectus or that the information herein is correct as of any time subsequent to its date.  This Prospectus relates only to the sharesCommon Stock offered hereby and is not to cover over-allotments, if any.be relied upon in connection with the purchase or sale of any other securities in the Company.

Investing in our common stock involves risk. See “Risk Factors” beginning on page 5 of this prospectus.
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TABLE OF CONTENTS
 Page
Middlesex Water Company4
  
Available Information; Incorporation of Certain Documents by ReferencePer ShareTotal4
  
DESCRIPTION OF THE PLAN5
Public offering pricePURPOSE OF THE PLAN5
ADVANTAGES AND DISADVANTAGES OF THE PLAN$5
ADMINISTRATION OF THE PLAN6
PLAN ELIGIBILITY AND ENROLLMENT6
DIVIDEND REINVESTMENT7
OPTIONAL CASH PAYMENTS$8
PURCHASE OF COMMON STOCK9
CUSTODIAL SERVICE10
ISSUANCE OF STOCK CERTIFICATES10
GIFTS AND TRANSFERS OF SHARES11
CHANGING METHOD OF PARTICIPATION AND WITHDRAWAL11
ADDITIONAL INFORMATION12
  
Underwriting discounts and commissionsLIMITATION OF LIABILITY13$$
  
Proceeds to Middlesex Water CompanyU.S. FEDERAL INCOME TAXATION$$
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Janney Montgomery Scott LLC, on behalf of the underwriters, expects to deliver the shares on or about                     , 2006.
14
Janney Montgomery Scott llcA.G. Edwards
The date of this prospectus is                     , 2006.

LOGO

TABLE OF CONTENTS
  
USE OF PROCEEDSPage14
  
LEGAL MATTERS14
Prospectus Summary
1 
Risk Factors
EXPERTS		14
 5 
Forward-Looking Statements
INDEMNIFICATION		10
Use Of Proceeds
11
Capitalization
11
Common Stock Price Range And Dividends
12
Our Company
13
Management
19
Description Of Capital Stock
21
Dividend Reinvestment Plan
22
Underwriting
23
Legal Matters
25
Experts
25
Where You Can Find More Information
25
Incorporation Of Certain Documents By Reference
25
EX-1.1: FORM OF UNDERWRITING AGREEMENT
EX-23.1: CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM15


PROSPECTUS SUMMARY
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This Prospectus Summary calls your attention to the most significant aspects of the offering covered by this document, but may not contain all the information that is important to you. Unless otherwise indicated, we have assumed in presenting information about outstanding shares of common stock, including per share information, that the underwriters’ over-allotment option will not be exercised. The terms “Company,” “we,” “our,” and “us” refer to

Middlesex Water Company and its subsidiaries, including Tidewater Utilities, Inc. (“Tidewater”) (and Tidewater’s wholly-owned subsidiaries, Southern Shores Water Company, LLC (“Southern Shores”) and White Marsh Environmental Systems, Inc. (“White Marsh”)), Tidewater Environmental Services, Inc. (“TESI”), Pinelands Water Company (“Pinelands Water”) and Pinelands Wastewater Company (“Pinelands Wastewater” and collectively with Pinelands Water, “Pinelands”), Utility Service Affiliates, Inc. (“USA”), and Utility Service Affiliates (Perth Amboy) Inc. (“USA-PA”). The term “you” refers to a prospective investor. The term “Middlesex System” refers to our central New Jersey water utility. To understand the offering fully and for a more complete description of the offering you should read this entire document carefully, including especially the “Risk Factors” section, as well as the documents to which we have referred you in the section entitled “Where You Can Find More Information.”

Our Business
Middlesex Water Company has operated as a water utility in New Jersey since 1897, and in Delaware, through our wholly-owned subsidiary, Tidewater Utilities, Inc. (“Tidewater”), since 1992. We are in the business of collecting, treating, distributing and selling water for domestic, commercial, municipal, industrial and fire protection purposes.  We also operate a New Jersey municipal water and wastewater system under contract and provide wastewater services in New Jersey and Delaware through our subsidiaries.subsidiaries, including Tidewater (and Tidewater’s wholly owned subsidiaries, Southern Shores Water Company, LLC (“Southern Shores”), and White Marsh Environmental Systems, Inc. (“White Marsh”)) Tidewater Environmental  Services, Inc. (“TESI”), Pinelands Water Company (“Pinelands Water”), Pinelands Wastewater Company (“Pinelands Wastewater”), Utility Service Affiliates, Inc. (“USA”), and Utility Service Affiliates (Perth Amboy) Inc. (“USA-PA”).  We are regulated as to the rates charged to customers for water and wastewater services, as to the quality of water service we provide and as to certain other matters.  Only our USA, USA-PA and White Marsh subsidiaries are not regulated utilities.

Our Middlesex System provides water service to approximately 59,12559,700 retail customers, primarily in central New Jersey.  The Middlesex System also provides water service under contract to municipalities in central New Jersey with a total population of approximately 294,000.303,000.  Through our subsidiary, USA-PA, we operate the water supply system and wastewater system for the City of Perth Amboy, New Jersey.  Our other New Jersey subsidiaries, Pinelands Water and Pinelands Wastewater, provide water and wastewater services to residents in Southampton Township, New Jersey.  Our USA subsidiary offers residential customers in New Jersey and Delaware a service line maintenance program called LineCaresmSM.

Our Delaware subsidiaries, Tidewater and Southern Shores, provide water services to approximately 29,70035,500 retail customers in New Castle, Kent and Sussex Counties, Delaware.  Our TESI subsidiary provides regulated wastewater service to approximately 801,800 residential retail customers in Delaware.  Our White Marsh subsidiary serves an additional 5,0007,200 customers under unregulated operating contracts with various owners of small water and wastewater systems in Kent and Sussex Counties. Our customer base in Delaware has the potential to grow substantially within the existing territories we currently serve.

Available Information

The developments we either serve or have entered into contracts to serve have obtained approvals to build additional housing units. If those additional housing units are built and sold, we project our customer base would grow to 41,000 without the acquisition of additional housing developments. Further, there is significant economic development and population growth within and near many of our Delaware service areas. For example, according to the United States Census Bureau, from 2000 to 2005, the population in Kent and Sussex Counties is estimated to have increased 13.6% and 12.7%, respectively.

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Our Strategy
      Our strategy is focused on four key areas:
• Serve as a trusted and continually-improving provider of safe, reliable and cost-effective water, wastewater and related services.
• Provide a comprehensive suite of water and wastewater solutions in the rapidly developing Delaware market that results in profitable growth.
• Pursue profitable, core growth in New Jersey.
• Invest in products, services and other viable opportunities that complement our core competencies.
Recent Developments
Earnings for Nine Months ended September 30, 2006
      For the nine months ended September 30, 2006, our revenues were $61.9 million, an increase of $5.9 million from the same period in 2005. Base rate increases in New Jersey and Delaware combined to contribute $3.9 million of the higher revenues. Water consumption and related fees from customer growth, primarily in Delaware, added $0.8 million of the increase, while water sales to our existing customers grew by $0.4 million. New unregulated wastewater contracts in Delaware provided $0.4 million of additional revenues. All other sources contributed $0.4 million. Operation and maintenance expenses increased to $32.5 million, an increase of $1.4 million over the same period in 2005. Water production and treatment costs for our Middlesex system increased by $0.2 million, which was offset by $0.2 million of reduced maintenance costs. The continuing growth of our Delaware systems resulted in higher costs of water treatment, additional employees and related benefit expenses of $0.4 million. Costs related to providing services by our non-regulated wastewater operation in Delaware increased $0.2 million. USA-PA expenses for subcontractor fees and labor increased by $0.2 million. Business insurance increased $0.2 million. All other operation costs increased by $0.4 million.
      We reported earnings applicable to common stock of $8.0 million, or $0.69 per basic share, for the nine months ended September 30, 2006, compared with $6.2 million, or $0.54 per basic share for the same period in 2005. We reported earnings applicable to common stock of $3.3 million, or $0.29 per basic share, for the quarter ended September 30, 2006, compared with $3.0 million, or $0.26 per basic share for the same period in 2005.
Tidewater Rate Request
      In April 2006, Tidewater filed for a $5.5 million, or 38.6%, base rate increase with the Delaware Public Service Commission (“PSC”). The request is intended to recover increased costs of operations, maintenance and taxes, as well as capital investment of approximately $23.8 million since rates were last established in March 2005. We cannot predict whether the PSC will ultimately approve, deny, or reduce the amount of the request. Concurrent with the rate filing, Tidewater also submitted a request for a 15% interim rate increase subject to refund as allowed under PSC regulations. The interim rates went into effect on June 27, 2006. Evidentary hearings are scheduled for mid-November 2006.
Corporate Information
      Our executive offices are located at 1500 Ronson Road, Iselin, New Jersey 08830-3020. Our telephone number is (732) 634-1500 and our website is located atwww.middlesexwater.com. The information on our website is not part of this prospectus.

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The Offering
Common Stock offered no par value1,300,000 shares
Common Stock to be outstanding after the offering12,961,332 shares(1)
The NASDAQ Global Select Market symbolMSEX
Common Stock 52-week price rangeLow: $16.50 per share
(through October 26, 2006)High: $21.90 per share
Annualized dividend rate$0.6825 per share
Use of proceedsWe expect to use the net proceeds to repay all of our outstanding short-term borrowings and to fund our ongoing construction program.
Risk FactorsInvesting in our common stock involves risks. See “Risk Factors” beginning on page 5 for a description of the risks that you should consider before you decide to invest in shares of our common stock.
(1) The shares of our common stock to be outstanding after the offering is based on 11,661,332 shares outstanding as of October 26, 2006.

3

Summary Consolidated Financial Data
      The following table sets forth summary consolidated financial data for the periods indicated. The summary consolidated financial data as of September 30, 2006 and 2005, and for the nine months ended September 30, 2006 and 2005, have been derived from our unaudited financial statements which have been incorporated by reference in this prospectus, and in the opinion of management, contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of September 30, 2006 and 2005, and the results of operations for the nine month periods ended September 30, 2006 and 2005. The summary consolidated financial data as of December 31, 2005 and 2004, and for the three years ended December 31, 2005, have been derived from our audited financial statements, which have been incorporated by reference in this prospectus. The summary consolidated financial data as of December 31, 2003, has been derived from audited financial statements not included or incorporated by reference herein. The information set forth below should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and our Consolidated Financial Statements and the accompanying Notes to Consolidated Financial Statements contained in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q that are incorporated by reference in this prospectus. Historical operating results are not necessarily indicative of results for any other period and operating results for the nine months ended September 30, 2006, are not necessarily indicative of operating results which may be expected for the full year.
                       
  Nine Months  
  Ended September 30, Years Ended December 31,
     
  2006 2005 2005 2004 2003
           
  (In thousands, except per share data)
Consolidated Income Statement Data:
                    
 Operating Revenues $61,899  $56,006  $74,613  $70,991  $64,111 
 Operating Expenses  44,918   42,563   57,395   54,058   49,374 
 Net Income  8,157   6,350   8,476   8,446   6,631 
 Earnings Applicable to Common Stock  7,971   6,161   8,225   8,191   6,376 
 Earnings per Share of Common Stock:                    
  Basic $0.69  $0.54  $0.72  $0.74  $0.61 
                
  Diluted $0.68  $0.54  $0.71  $0.73  $0.61 
                
 Dividends Paid per Share of Common Stock $0.510  $0.503  $0.673  $0.663  $0.649 
 Average Number of Shares Outstanding:                    
  Basic  11,611   11,409   11,445   11,080   10,475 
  Diluted  11,943   11,751   11,784   11,423   10,818 
                      
  As of September 30, As of December 31,
     
  2006 2005 2005 2004 2003
           
  (In thousands)
Consolidated Balance Sheet Data:
                    
 Total Assets $347,107  $318,883  $324,383  $305,634  $267,956 
 Utility Plant-Net  302,114   273,598   282,961   258,319   231,549 
 Common Equity  102,855   98,273   99,592   95,129   79,643 
 Long-Term Debt (excluding current portion)  126,338   127,901   128,175   115,281   97,377 
 Short-Term Debt  20,642   7,104   5,931   12,091   13,567 
 Total Debt  146,980   135,005   134,106   127,372   110,944 

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RISK FACTORS
We have described for you below risks involved in investing in the common stock offered under this prospectus. You should carefully consider each of the following factors and all of the information both in this prospectus and in the other documents we have filed with the Securities and Exchange Commission which are incorporated in this prospectus by reference.
Our revenue and earnings depend on the rates we charge our customers. We cannot raise utility rates in our regulated businesses without filing a petition with the appropriate governmental agency. If these agencies modify, delay, or deny our petition, our revenues will not increase and our earnings will decline unless we are able to reduce costs.
      The New Jersey Board of Public Utilities (“BPU”) regulates our public utility companies in New Jersey with respect to rates and charges for service, classification of accounts, awards of new service territory, acquisitions, financings and other matters. That means, for example, that we cannot raise the utility rates we charge to our customers without first filing a petition with the BPU and going through a lengthy administrative process. In much the same way, the PSC regulates our public utility companies in Delaware. We cannot give assurance of when we will request approval for any such matter, nor can we predict whether the BPU or PSC will approve, deny or reduce the amount of such requests.
      Certain costs of doing business are not completely within our control. The failure to obtain any rate increase would prevent us from increasing our revenues and, unless we are able to reduce costs, would result in reduced earnings.
We are subject to environmental and safety laws and regulations, including water quality and wastewater effluent quality regulations, as well as other state and local regulations. Compliance with these laws and regulations requires us to incur costs and we are subject to fines or other sanctions for non-compliance.
      The United States Environmental Protection Agency (“EPA”) and New Jersey Department of Environmental Protection (“DEP”) regulate our operations in New Jersey with respect to water supply, treatment and distribution systems and the quality of the water. Our operations in Delaware are regulated by the EPA, Delaware Department of Natural Resources and Environmental Control (“DNREC”), Delaware Department of Health and Social Services-Division of Public Health (“DPH”), and Delaware River Basin Commission (“DRBC”) with respect to water supply, treatment and distribution systems and the quality of water. Federal, New Jersey and Delaware regulations relating to water quality require us to perform expanded types of testing to ensure that our water meets state and federal water quality requirements. We are subject to EPA regulations under the Federal Safe Drinking Water Act, which include the Lead and Copper Rule, the maximum contaminant levels established for various volatile organic compounds, the Federal Surface Water Treatment Rule and the Total Coliform Rule. There are also similar state regulations by the DEP in New Jersey. The DEP and DPH monitor our activities and review the results of water quality tests that we perform for adherence to applicable regulations. In addition, environmental regulatory agencies are continually reviewing regulations governing the limits of certain organic compounds found in water as byproducts of treatment.
      We are also subject to regulations related to fire protection services. In Delaware, fire protection is regulated statewide by the Office of State Fire Marshal. In New Jersey there is no state-wide fire protection regulatory agency, but state regulations exist as to the size of piping required regarding the provision of fire protection services.
      The cost of compliance with the water and wastewater effluent quality standards depends in part on the limits set in the regulations and on the method selected to implement them. If new or more restrictive standards are imposed, the cost of compliance could be very high and have an adverse impact on our revenues and results of operations if we cannot recover those costs through our rates that we charge our customers. The cost of compliance with fire protection requirements could also be high and make us less profitable if we cannot recover those costs through our rates charged to our customers.

5

      In addition, if we fail to comply with environmental or other laws and regulations to which our business is subject, we could be fined or subject to other sanctions, which could adversely impact our business or results of operations.
We are currently appealing a notice of violation and request for corrective action issued by the Delaware Fire Marshal regarding the alleged failure of one of the community water systems operated by Tidewater to meet Delaware fire protection requirements. If our appeal is unsuccessful, our operating results could be materially affected.
      In July 2005, Tidewater received a notice of violation and request for corrective action issued by the Delaware Fire Marshal regarding the alleged failure of one of the community water systems operated by Tidewater to meet Delaware fire protection requirements. Tidewater appealed the Fire Marshal’s decision with the Delaware State Fire Prevention Commission (the “SFPC”) and, in November 2005, the SFPC denied Tidewater’s appeal. In December 2005, Tidewater filed an appeal of the SFPC’s decision with the Sussex County Superior Court in Delaware, which is still pending. There are approximately 67 of our other systems that may not meet the Delaware Fire Marshal’s recent interpretation of the fire protection requirements. If the Delaware Fire Marshal’s interpretation of the regulations is upheld upon appeal, we may be required to make corrections to the system at issue and the Delaware Fire Marshal could issue notices of violation and requests for corrective action for some or all of the approximately 67 other community systems. At this time, we cannot predict how many community water systems would ultimately require corrective action if our appeal is unsuccessful nor can we predict the timing and the cost of any required corrective actions. We will apply to the PSC to increase base rates to recover the costs of any such corrective actions. However, if corrective actions need to be taken at several community water systems, our costs could be significant, and to the extent the PSC does not approve rate increases to offset these costs, or if there is a significant delay in receiving approval for such rate increases, such costs could have a material adverse effect on our operating results.
We depend upon our ability to raise money in the capital markets to finance some of the costs of complying with laws and regulations, including environmental laws and regulations, or to pay for some of the costs of improvements to or expansion of our utility system assets. Our regulated utility companies cannot issue debt or equity securities without regulatory approval.
      We require financing to fund our ongoing capital program for the improvement of our utility system assets and for planned expansion of those systems. We expect to spend between $79 million and $102 million for capital projects through 2008. We must obtain regulatory approval to sell debt or equity securities to raise money for these projects. If sufficient capital is not available, the cost of capital is too high, or if the regulatory authorities deny a petition of ours to sell debt or equity securities, we may not be able to meet the costs of complying with environmental laws and regulations or the costs of improving and expanding our utility system assets to the level we believe necessary. This might result in the imposition of fines or restrictions on our operations and may curtail our ability to improve upon and expand our utility system assets.
Weather conditions and overuse of underground aquifers may interfere with our sources of water, demand for water services and our ability to supply water to customers.
      Our ability to meet the existing and future water demands of our customers depends on an adequate supply of water. Unexpected conditions may interfere with our water supply sources. Drought and overuse of underground aquifers may limit the availability of ground and/or surface water. Freezing weather may also contribute to water transmission interruptions caused by pipe and/or main breakage. Any interruption in our water supply could cause a reduction in our revenue and profitability. These factors might adversely affect our ability to supply water in sufficient quantities to our customers. Governmental drought restrictions might result in decreased use of water services and can adversely affect our revenue and earnings.

6

Our businessCompany is subject to seasonal fluctuations, which could affect demand for our water service and our revenues.
      Demand for our water during the warmer months is generally greater than during cooler months due primarily to additional consumptioninformational requirements of water in connection with irrigation systems, swimming pools, cooling systems and other outside water use. Throughout the year, and particularly during typically warmer months, demand may vary with temperature and rainfall levels. In the event that temperatures during the typically warmer months are cooler than normal, or if there is more rainfall than normal, the demand for our water may decrease and adversely affect our revenues.
Our water sources may become contaminated by naturally-occurring or man-made compounds and events. This may cause disruption in services and impose costs to restore the water to required levels of quality.
      Our sources of water may become contaminated by naturally-occurring or man-made compounds and events. In the event that our water supply is contaminated, we may have to interrupt the use of that water supply until we are able to install treatment equipment or substitute the flow of water from an uncontaminated water source through our transmission and distribution systems. We may also incur significant costs in treating the contaminated water through the use of our current treatment facilities, or development of new treatment methods. Our inability to substitute water supply from an uncontaminated water source, or to adequately treat the contaminated water source in a cost-effective manner, may reduce our revenues and make us less profitable.
We face competition from other water and wastewater utilities and service providers, which might hinder our growth and reduce our profitability.
      We face risks of competition from other utilities authorized by federal, state or local agencies. Once a state utility regulator grants a franchise to a utility to serve a specific territory, that utility has an exclusive right to service that territory. Although a new franchise offers some protection against competitors, the pursuit of franchises is competitive, especially in Delaware where new franchises may be awarded to utilities based upon competitive negotiation. Competing utilities have challenged, and may in the future challenge, our applications for new franchises. Also, third parties entering into long-term agreements to operate municipal systems might adversely affect us and our long-term agreements to supply water on a contract basis to municipalities, which could adversely affect our operating results.
We have a long-term contractual obligation for water and wastewater system operation and maintenance under which we may incur costs in excess of payments received.
      Middlesex Water Company and USA-PA operate and maintain the water and wastewater systems of the City of Perth Amboy, New Jersey under a20-year contract expiring in 2018. This contract does not protect us against incurring costs in excess of revenues we earn pursuant to the contract. There can be no assurance that we will not experience losses resulting from this contract. Losses under this contract or our failure or inability to perform may have a material adverse effect on our financial condition and results of operations. Also, in connection with the contract, Perth Amboy, through the Middlesex County Improvement Authority, issued approximately $68.0 million in three series of bonds. Middlesex guaranteed one of those series of bonds, designated the Series C Serial Bonds, in the principal amount of approximately $26.3 million. As of September 30, 2006, approximately $23.4 million of Perth Amboy’s bonds we have guaranteed remain outstanding. If Perth Amboy defaults on its obligations to pay the bonds we have guaranteed, we would have to raise funds to meet our obligations under that guarantee.
An important element of our growth strategy is the acquisition of water and wastewater assets, operations, contracts or companies. Any pending or future acquisitions we decide to undertake may involve risks.
      The acquisition and/or operation of water and wastewater systems is an important element in our growth strategy. This strategy depends on identifying suitable opportunities and reaching mutually agreeable terms with acquisition candidates or contract partners. These negotiations, as well as the integration of acquired

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businesses, could require us to incur significant costs and cause diversion of our management’s time and resources. Further, acquisitions may result in dilution of our equity securities, incurrence of debt and contingent liabilities, fluctuations in quarterly results and other related expenses. In addition, the assets, operations, contracts or companies we acquire may not achieve the sales and profitability expected.
The current concentration of our business in central New Jersey and Delaware makes us susceptible to any adverse development in local regulatory, economic, demographic, competitive and weather conditions.
      Our Middlesex System, which accounted for 69% of our 2005 revenue and 67% of our revenue during the first nine months of 2006, provides water services to retail customers who are located primarily in eastern Middlesex County, New Jersey and provides water under wholesale contracts to the Township of Edison, the Boroughs of Highland Park and Sayreville, and both the Old Bridge and the Marlboro Township Municipal Utilities Authorities, and the City of Rahway in Union County, New Jersey. Our Tidewater System provides water services to retail customers in the State of Delaware. Our revenues and operating results are therefore subject to local regulatory, economic, demographic, competitive and weather conditions in a relatively concentrated geographic area. A change in any of these conditions could make it more costly or difficult for us to conduct our business. In addition, any such change would have a disproportionate effect on us, compared to water utility companies that do not have such a geographic concentration.
The necessity for increased security has and may continue to result in increased operating costs.
      Since the September 11, 2001 terrorist attacks and the continuing threats to the health and security of the United States of America, we have taken steps to increase security measures at our facilities and heighten employee awareness of threats to our water supply. We have tightened our security measures regarding the delivery and handling of certain chemicals used in our business. We are at risk for terrorist attacks and have incurred, and will continue to incur, increased costs for security precautions to protect our facilities, operations and supplies from such risks.
Our ability to achieve growth in Delaware is somewhat dependent on the residential building market in the territories we serve. If housing starts decline significantly, our rate of growth may not meet our expectations.
      We expect our revenues to increase from customer growth in Delaware for our regulated water operations and, to a lesser degree, our regulated wastewater operations as a result of the anticipated construction and sale of new housing units in the territories we serve. Although the residential building market in Delaware has experienced growth in recent years, this growth may not continue in the future. If housing starts in the Delaware territories we serve decline significantly as a result of economic conditions or otherwise, our revenue growth may not meet our expectations and our financial results could be negatively impacted.
We have restrictions on our dividends. There can be no assurance that we will continue to pay dividends in the future or, if dividends are paid, that they will be in amounts similar to past dividends.
      Our Restated Certificate of Incorporation and our Indenture of Mortgage dated as of April 1, 1927, as supplemented, impose conditions on our ability to pay dividends. We have paid dividends on our common stock each year since 1912 and have increased the amount of dividends paid each year since 1973.
      Our earnings, financial condition, capital requirements, applicable regulations and other factors, including the timeliness and adequacy of rate increases, will determine both our ability to pay dividends on common stock and the amount of those dividends. There can be no assurance that we will continue to pay dividends in the future or, if dividends are paid, that they will be in amounts similar to past dividends.
If we are unable to pay the principal and interest on our indebtedness as it comes due or we default under certain other provisions of our loan documents, our indebtedness could be accelerated and our results of operations and financial condition could be adversely affected.
      Our ability to pay the principal and interest on our indebtedness as it comes due will depend upon our current and future performance. Our performance is affected by many factors, some of which are beyond our

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control. We believe that our cash generated from operations, and, if necessary, borrowings under our existing credit facilities, will be sufficient to enable us to make our debt payments as they become due. If, however, we do not generate sufficient cash, we may be required to refinance our obligations or sell additional equity, which may be on terms that are not as favorable to us.
      No assurance can be given that any refinancing or sale of equity will be possible when needed or that we will be able to negotiate acceptable terms. In addition, our failure to comply with certain provisions contained in our trust indentures and loan agreements relating to our outstanding indebtedness could lead to a default under these documents, which could result in an acceleration of our indebtedness.
There is a limited trading market for our common stock; you may not be able to resell your shares at or above the price you pay for them.
      Although our common stock is listed for trading on the NASDAQ Global Select Market, the trading in our common stock has substantially less liquidity than many other companies listed on the NASDAQ Global Select Market. A public trading market having the desired characteristics of depth, liquidity and orderliness depends on the presence in the market of willing buyers and sellers of our common stock at any given time. This presence depends on the individual decisions of investors and general economic and market conditions over which we have no control. Because of the limited volume of trading in our common stock, a sale of a significant number of shares of our common stock in the open market could cause our stock price to decline. We cannot provide any assurance that this offering will increase the volume of trading in our common stock.
We depend significantly on the services of the members of our senior management team, and the departure of any of those persons could cause our operating results to suffer.
      Our success depends significantly on the continued individual and collective contributions of our senior management team. If we lose the services of any member of our senior management or are unable to hire and retain experienced management personnel, it could affect our operating results.
We are subject to anti-takeover measures that may be used by existing management to discourage, delay or prevent changes of control that might benefit non-management shareholders.
      Subsection 10A of the New Jersey Business Corporation Act, known as the Shareholders’ Protection Act, applies to us. The Shareholders’ Protection Act deters merger proposals, tender offers or other attempts to effect changes in our control that are not negotiated and approved by our Board of Directors. In addition, we have a classified Board of Directors, which means only one-third of the Directors are elected each year. A classified Board can make it harder for an acquirer to gain control by voting its candidates onto the Board of Directors and may also deter merger proposals and tender offers. Our Board of Directors also has the ability, subject to obtaining BPU approval, to issue one or more series of preferred stock having such number of shares, designation, preferences, voting rights, limitations and other rights as the Board of Directors may fix. This could be used by the Board of Directors to discourage, delay or prevent an acquisition that might benefit non-management shareholders.

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FORWARD-LOOKING STATEMENTS
      Certain statements contained in this prospectus and in the documents incorporated by reference constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933. The Company intends that these statements be covered by the safe harbors created under those laws. These statements include, but are not limited to:
• statements as to expected financial condition, cash flows, performance, prospects and earnings of the Company;
• statements regarding strategic plans for growth;
• statements regarding the amount and timing of rate increases and other regulatory matters;
• statements regarding expectations and events concerning capital expenditures;
• statements as to the Company’s expected liquidity needs during fiscal 2006 and beyond and statements as to the sources and availability of funds to meet its liquidity needs;
• statements as to expected rates, consumption volumes, service fees, revenues, margins, expenses and operating results;
• statements as to the Company’s compliance with environmental laws and regulations and estimations of the materiality of any related costs;
• statements as to the safety and reliability of the Company’s equipment, facilities and operations;
• statements as to financial projections;
• statements as to the ability of the Company to pay dividends;
• statements as to the Company’s plans to renew municipal franchises and consents in the territories it serves;
• expectations as to the amount of cash contributions to fund the Company’s retirement benefit plans, including statements as to anticipated discount rates and rates of return on plan assets;
• statements as to trends; and
• statements regarding the availability and quality of our water supply.
      These forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by the forward-looking statements. Important factors that could cause actual results to differ materially from anticipated results and outcomes include, but are not limited to:
• the effects of general economic conditions;
• increases in competition in the markets served by the Company;
• the ability of the Company to control operating expenses and to achieve efficiencies in its operations;
• the availability of adequate supplies of water;
• actions taken by government regulators, including decisions on base rate increase requests;
• new or additional water quality standards;
• weather variations and other natural phenomena;
• the existence of attractive acquisition candidates and the risks involved in pursuing those acquisitions;
• acts of war or terrorism;
• significant changes in the housing starts in Delaware;
• the availability and cost of capital resources; and
• other factors discussed elsewhere in this prospectus.
      Many of these factors are beyond the Company’s ability to control or predict. Given these uncertainties, readers are cautioned not to place undue reliance on any forward-looking statements, which only speak to the Company’s understanding as of the date of this prospectus. The Company does not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws.
      For an additional discussion of factors that may affect the Company’s business and results of operations, see Risk Factors.

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USE OF PROCEEDS
      Based on an assumed offering price of $19.00, the net proceeds from the sale of the common stock offered by this prospectus, after deducting the underwriters’ commissions and estimated offering expenses, is estimated to be $23.5 million (or $27.4 million if the underwriters exercise their over-allotment option in full). We expect to use the net proceeds to finance our ongoing construction program and to repay all of our outstanding short-term borrowings, which, as of October 26, 2006, consist of borrowings from PNC Bank ($1.0 million), Bank of America ($11.5 million), and CoBank ($4.9 million). These short-term borrowings were primarily incurred to finance costs associated with our capital program in Delaware, which amounted to $19.6 million for the twelve months ended September 30, 2006.
CAPITALIZATION
      The following table sets forth, as of September 30, 2006, our capitalization on an actual basis and on an adjusted basis to give effect to the sale of the shares of common stock in this offering at an assumed offering price of $19.00 per share and the anticipated application of the net proceeds from this offering as described in “Use of Proceeds.” This table should be read in conjunction with our Consolidated Financial Statements and the accompanying Notes to Consolidated Financial Statements in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 that is incorporated by reference herein.
                  
  As of September 30, 2006
   
    % of   % of
  Actual Capitalization As Adjusted Capitalization
         
Common Stock Equity $102,855   44.1% $126,324   49.2%
Preferred Stock:                
 Convertible  2,856   1.2%  2,856   1.1%
 Nonredeemable  1,102   0.5%  1,102   0.4%
Long-Term Debt(1)  126,338   54.2%  126,338   49.3%
             
Total Capitalization $233,151   100.0% $256,620   100.0%
             
Short-Term Debt(2) $20,642      $2,442     
             
(1) Excludes current maturities.
(2) Includes current maturities of long-term debt.

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COMMON STOCK PRICE RANGE AND DIVIDENDS
      Our common stock is listed on the NASDAQ Global Select Market and trades under the symbol “MSEX.” On October 26, 2006 we had 2,042 common shareholders of record.
      The following table sets forth the range of sales prices of the common stock, as reported by the NASDAQ Global Select Market and dividends paid thereon for the periods indicated.
              
      Quarterly
      Cash
      Dividend
Period: High Low per Share
       
2006:            
 Fourth Quarter (through October 26, 2006) $19.50  $18.25  $0.1725*
 Third Quarter  20.50   17.58   0.1700 
 Second Quarter  19.34   16.50   0.1700 
 First Quarter  19.72   17.03   0.1700 
2005:            
 Fourth Quarter $23.34  $17.31  $0.1700 
 Third Quarter  23.47   19.05   0.1675 
 Second Quarter  20.00   17.07   0.1675 
 First Quarter  19.16   17.64   0.1675 
2004:            
 Fourth Quarter $20.72  $17.06  $0.1675 
 Third Quarter  19.50   16.65   0.1650 
 Second Quarter  21.81   18.83   0.1650 
 First Quarter  21.32   19.38   0.1650 
* Declared and payable on December 1, 2006 to shareholders of record as of November 15, 2006.
      Cash dividends on our common stock have been paid each year since 1912, and the annual dividend has increased every year since 1973. The Board of Directors’ policy has been to pay cash dividends on the common stock on a quarterly basis. Future cash dividends will be dependent upon our earnings, financial condition, capital demands and other factors, and will be determined in accordance with policies established by the Board of Directors.

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OUR COMPANY
Overview
      Middlesex Water Company was incorporated as a water utility company in 1897 and owns and operates regulated water and wastewater utility systems in New Jersey and in Delaware. We also operate water and wastewater systems on behalf of others in New Jersey and Delaware.
Middlesex System
      The Middlesex System in New Jersey provides water services to approximately 59,125 retail customers, primarily in eastern Middlesex County, New Jersey and provides water under wholesale contracts to the City of Rahway, Township of Edison, the Boroughs of Highland Park and Sayreville, and both the Old Bridge and the Marlboro Township Municipal Utilities Authorities. The Middlesex System treats, stores and distributes water for residential, commercial, industrial and fire prevention purposes. Under a special contract, the Middlesex System also provides water treatment and pumping services to the Township of East Brunswick. The Middlesex System, through its retail and contract sales, accounted for approximately 69% of our 2005 revenue and 67% of revenue during the first nine months of 2006. Revenues for the Bayview System, with water services for approximately 300 customers in Cumberland County, New Jersey, are included in the revenue for the Middlesex System in 2006.
      The Middlesex System’s retail customers are located in an area of approximately 55 square miles in Woodbridge Township, the City of South Amboy, the Boroughs of Metuchen and Carteret, portions of Edison Township and the Borough of South Plainfield in Middlesex County and, to a minor extent, a portion of the City of Rahway and the Township of Clark in Union County. The retail customers include a mix of residential customers, large industrial concerns and commercial and light industrial facilities. These retail customers are located in generally well-developed areas of central New Jersey. The contract customers of the Middlesex System comprise an area of approximately 141 square miles with a population of approximately 294,000.
Tidewater System
      Tidewater, together with its wholly-owned subsidiary, Southern Shores, provides water services to approximately 29,700 retail customers for domestic, commercial and fire protection purposes in over 271 separate community water systems in New Castle, Kent and Sussex Counties, Delaware (the “Tidewater System”). Tidewater has another wholly-owned subsidiary, White Marsh, which operates water and wastewater systems under contract for approximately 5,000 customers and also owns the office building that Tidewater uses as its business office. White Marsh’s rates for water and wastewater operations are not regulated by the PSC. The Tidewater System accounted for approximately 18% of our total revenue in 2005 and 20% of revenue during the first nine months of 2006.
Utility Service Affiliates (Perth Amboy)
      USA-PA operates the City of Perth Amboy’s water and wastewater systems under a20-year agreement, which expires in 2018. Perth Amboy has a population of approximately 40,000 and has approximately 9,600 customers, most of whom are served by both systems. The agreement was effected under New Jersey’s Water Supply Public-Private Contracting Act and the New Jersey Wastewater Public/ Private Contracting Act and requires USA-PA to lease from Perth Amboy all of its employees who currently work on the Perth Amboy water and wastewater systems. Under the agreement, USA-PA receives both fixed and variable fees based on increased system billing. Fixed fee payments were $7.4 million in 2005 and are to increase over the term of the20-year contract to $10.2 million. USA-PA accounted for approximately 10% of our total revenue in 2005 and 10% of revenue during the first nine months of 2006.
      In connection with the agreement with Perth Amboy, we guaranteed a series of Perth Amboy’s municipal bonds in the principal amount of approximately $26.3 million, of which approximately $23.4 million remains outstanding as of September 30, 2006. In connection with the agreement with Perth Amboy, USA-PA entered into a20-year subcontract with a wastewater operating company for the operation and maintenance of the

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Perth Amboy wastewater system. The subcontract provides for the sharing of certain fixed and variable fees and operating expenses.
Pinelands System
      Pinelands Water provides water services to approximately 2,400 residential customers in Burlington County, New Jersey. Pinelands Water accounted for less than 1% of our total revenue in 2005 and less than 1% of our revenue during the first nine months of 2006. Pinelands Wastewater provides wastewater services to approximately 2,400 primarily residential retail customers. Under contract, it also services one municipal wastewater system in Burlington County, New Jersey with about 200 residential customers. Pinelands Wastewater accounted for approximately 1% of our total revenue in 2005 and approximately 1% of revenue during the first nine months of 2006.
Bayview System
      Our Bayview System provides water service to approximately 300 customers in Cumberland County, New Jersey. The Bayview System formerly was operated by our Bayview Water Company subsidiary, which we merged into Middlesex Water Company effective January 1, 2006. As a result, the revenues for the Bayview System are included within the Middlesex System for the first nine months of 2006.
Utility Service Affiliates, Inc.
      USA provides residential customers in New Jersey and Delaware a service line maintenance program called LineCaresm. LineCaresm is an affordable maintenance program that covers all parts, material and labor required to repair or replace specific elements of the customer’s water service line and customer shut-off valve in the event of a failure. USA accounted for less than 1% of our total revenue in 2005 and less than 1% of our revenue during the first nine months of 2006.
TESI System
      TESI, which began in 2005, provides wastewater services to approximately 80 residential retail customers in Delaware. TESI contributed less than 1% of our total revenue in 2005 and less than 1% of our revenue for the first nine months of 2006.
Our Strategy
      Our strategy is focused on four key areas:
• Serve as a trusted and continually-improving provider of safe, reliable and cost-effective water, wastewater and related services.
• Provide a comprehensive suite of water and wastewater solutions in the rapidly developing Delaware market that results in profitable growth.
• Pursue profitable, core growth in New Jersey.
• Invest in products, services and other viable opportunities that complement our core competencies.
Serve as a Trusted and Continually-Improving Provider of Safe, Reliable and Cost-effective Water, Wastewater and Related Services.
      We regularly invest in our facilities to improve the reliability and security of our utility infrastructure. In 2005, we made capital investments towards meeting increasingly stringent federal and state water quality standards and addressing the water supply needs of new and existing customers. As part of this investment, a second raw water pipeline that stretches from the raw water pumping station on the Delaware & Raritan Canal in New Brunswick, New Jersey to our primary water treatment plant in Edison, New Jersey went into operation in early March 2005. The second pipeline is providing additional security and reliability and added capacity to our water distribution system.

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      We also continue to improve our central New Jersey distribution system by cleaning and cement lining unlined pipe through our RENEW Program (“RENEW”). In 2006, we expect to clean and line five miles of water main in the Iselin and Colonia sections of Woodbridge Township, New Jersey. This program helps eliminate interior pipe restrictions and improves water quality and flow. In addition to rehabilitating the older water mains, RENEW provides for new valves, hydrants and service lines to be installed where necessary. Since establishing RENEW in 1995, we have rehabilitated approximately 60 miles of water main. Since 1999, the funding for this program has come from low-interest financing from the New Jersey Environmental Infrastructure Trust program.
      In addition, solar power is helping us to address our energy needs. We believe in exploring alternative energy sources where these efforts make economic sense for the benefit of our customers. With the help of a grant from the New Jersey Board of Public Utilities Office of Clean Energy’s Renewable Energy Program, we installed a solar electric generation system at our primary water treatment plant in Edison, New Jersey. The system, which is a combination of fixed roof panels and a ground tracker system, is designed to produce approximately 4% of the power used at the plant annually.
Provide a Comprehensive Suite of Water and Wastewater Solutions in the Rapidly Developing Delaware Market that Results in Profitable Growth.
      Since 1992, we have increased our retail customer base in Delaware from approximately 3,000 to approximately 29,700 through acquisitions and customer growth. Our customer base in Delaware has the potential to continue substantial growth within the existing territories we currently serve. The developments we either serve or have entered into contracts to serve have obtained approvals to build additional housing units. If those additional housing units are built and sold, we project our customer base would grow to 41,000 without the acquisition of additional contracts. Any slowdown in construction of new residential development in Delaware will delay that growth. Further, there is significant economic development and population growth within and near many of our Delaware service areas. For example, according to the United States Census Bureau, from 2000 - 2005, the population in Kent and Sussex Counties is estimated to have increased 13.6% and 12.7%, respectively.
      Our strategy is to offer a suite of services to this expanding market relating to the design, building, operating and financing of water and wastewater systems, including systems inside and outside of our franchise areas and systems owned by others that we service under contracts. Our Tidewater and Southern Shores subsidiaries provide regulated water services.
      TESI, formed in 2005, is a regulated wastewater utility in Delaware. We intend to grow this business by obtaining additional franchises and constructing wastewater collection and treatment systems to meet the needs of developers, municipalities and commercial entities.
      White Marsh continues to seek to acquire contracts to operate non-regulated wastewater systems throughout Delaware. We believe our water and wastewater contract operations business provides us with additional tools to help grow our regulated water and wastewater businesses in Delaware.
Pursue Profitable, Core Growth in New Jersey.
      We expect core growth in New Jersey to come from water and wastewater management services as well as through service line protection services.
      We provide water and wastewater utility management services through our subsidiaries in New Jersey, including contract operations, maintenance and bulk water supply. We have significant operational expertise and are committed to working with municipalities, developers and industry to find solutions that meet their needs and to pursue opportunities for profitable growth.
      USA is actively marketing its LineCaresm service line protection program to customers throughout our service territories. We are also marketing LineCaresm to homeowners in local municipalities outside of our existing service areas.

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Invest in Products, Services and Other Viable Opportunities that Complement our Core Competencies.
      We have successfully grown through acquisitions in the past and will continue to seek such growth opportunities in the future. We intend to pursue acquisitions of municipally-owned and investor-owned water and wastewater systems and to engage in activities with respect to potential acquisitions, such as identifying suitable acquisition opportunities and attempting to negotiate mutually agreeable terms with acquisition candidates.
      Since January 1, 1999, USA-PA has operated and maintained the City of Perth Amboy’s water and wastewater systems. We continue to seek opportunities to enter into contracts with additional municipalities to operate their water and wastewater systems.
Recent Accounting Standard
      In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (“SFAS”) No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” (“SFAS 158”). SFAS 158 requires recognition of the overfunded or underfunded status of defined benefit pension and other postretirement plans as an asset or liability on the balance sheet and recognition of changes in that funded status in the year in which the changes occur through comprehensive income. For an underfunded plan, the incremental liability to be recorded would be equal to the difference between the projected benefit obligation and the fair value of plan assets. SFAS No. 87, “Employers’ Accounting for Pensions” (“SFAS 87”) and SFAS No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions” (“SFAS 106”) allowed for deferred recognition of this liability through amortization of this difference over time. Under SFAS 158, actuarial gains and losses and prior service costs and credits that arise during the period but, pursuant to SFAS 87 and SFAS 106 were not yet recognized as components of net periodic benefit cost, will be recognized as a component of Other Comprehensive Income (net of tax). SFAS 158 also requires an adjustment to the beginning balance of retained earnings (net of tax) for any transition obligation remaining from the initial application of SFAS 87 and SFAS 106. Such amounts subsequently will be amortized as a component of net periodic benefit cost. We will be required to adopt SFAS 158 as of December 31, 2006.
      Because we are subject to regulation in the states in which we operate, we are required to maintain our accounts in accordance with the regulatory authority’s rules and guidelines, which may differ from other authoritative accounting pronouncements. In those instances, we follow the guidance of SFAS No. 71, “Accounting for the Effects of Certain Types of Regulation” (“SFAS 71”). Based on prior regulatory practice, and in accordance with the guidance provided by SFAS 71, we will record approximately $13.5 million of underfunded pension and postretirement obligations, which otherwise would be recognized as Other Comprehensive Income as of December 31, 2006 under SFAS 158, as a Regulatory Asset, and expect to recover those costs in our rates charged to customers. We do not anticipate that the adoption of this standard will have a material impact on our financial position, results of operations, and cash flows, except as described above.

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Employees
      As of September 30, 2006, we had a total of 149 employees in New Jersey, and a total of 91 employees in Delaware. In addition, we lease 19 employees under the USA-PA contract with the City of Perth Amboy, New Jersey. No employees are represented by a union except the leased employees who are subject to a collective bargaining agreement with the City of Perth Amboy. We believe our employee relations are good. Wages and benefits, other than for leased employees, are reviewed annually and are considered competitive within both the industry and the regions where we operate.
Competition
      Our business in our franchised service area is substantially free from direct competition with other public utilities, municipalities and other entities. However, our ability to provide some contract water supply and wastewater services and operations and maintenance services is subject to competition from other public utilities, municipalities and other entities. Although Tidewater has been granted an exclusive franchise for each of its existing community water systems, its ability to expand service areas can be affected by the PSC awarding franchises to other regulated water utilities with whom we compete for such franchises.
Regulation
      We are regulated as to rates charged to customers for water and wastewater services in New Jersey and Delaware, as to the quality of the services we provide and as to certain other matters. Only our USA, USA-PA and White Marsh subsidiaries are not regulated utilities. We are subject to environmental and water quality regulation by the EPA, and the DEP with respect to operations in New Jersey and DNREC, the DPH, and the DRBC with respect to operations in Delaware. We are also subject to certain regulations regarding fire protection services in the areas we serve. In addition, our issuances of securities are subject to the prior authorization of the BPU or the PSC.
Regulation of Rates and Services
      New Jersey water and wastewater service operations (excluding the operations of USA-PA) are subject to regulation by the BPU. Similarly, our Delaware water and wastewater operations are subject to regulation by the PSC. These regulatory authorities have jurisdiction with respect to rates, service, accounting procedures, the issuance of securities and other matters of utility companies operating within the States of New Jersey and Delaware, respectively. For ratemaking purposes, we account separately for operations in New Jersey and Delaware to facilitate independent ratemaking by the BPU for New Jersey operations and the PSC for Delaware operations.
      In determining our rates, the BPU and the PSC consider the income, expenses, rate base of property used and useful in providing service to the public and a fair rate of return on that property each within its separate jurisdiction. Rate determinations by the BPU do not guarantee particular rates of return to us for our New Jersey operations nor do rate determinations by the PSC guarantee particular rates of return for our Delaware operations. Thus, we may not achieve the rates of return permitted by the BPU or the PSC.
Water Quality and Environmental Regulations
      Both the EPA and the DEP regulate our operations in New Jersey with respect to water supply, treatment and distribution systems and the quality of the water. The EPA, DNREC, DPH and DRBC regulate our operations in Delaware with respect to water supply, treatment and distribution systems and the quality of the water.
      Federal, New Jersey and Delaware regulations adopted relating to water quality require us to perform expanded types of testing to ensure that our water meets state and federal water quality requirements. In addition, environmental regulatory agencies are reviewing current regulations governing the limits of certain organic compounds found in the water as byproducts of treatment. We participate in industry-related research to identify the various types of technology that might reduce the level of organic, inorganic and synthetic

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compounds found in the water. The cost to water companies of complying with the proposed water quality standards depends in part on the limits set in the regulations and on the method selected to implement such reduction. We believe the CJO Plant capabilities put us in a strong position to meet any such future standards with regard to our Middlesex System. We regularly test our water to determine compliance with existing federal, New Jersey and Delaware primary water quality standards.
      Well water treatment in our Tidewater System is by chlorination and, in some cases, pH correction and filtration for nitrate and iron removal. Well water treatment in the Pinelands and Bayview Systems (chlorination only) is done at individual well sites.
      The DEP and the DPH monitor our activities and review the results of water quality tests that are performed for adherence to applicable regulations. Other regulations applicable to us include the Lead and Copper Rule, the maximum contaminant levels established for various volatile organic compounds, the Federal Surface Water Treatment Rule and the Total Coliform Rule.
Fire Protection Standards
      We are also subject to regulations related to fire protection services. In Delaware, fire protection is regulated by the Office of State Fire Marshal. In New Jersey there is no formal regulatory agency, but state regulations exist as to the size of piping required regarding the provision of fire protection services. Noncompliance with fire protection regulations and requirements could require capital expenditures by the Company to take corrective action.

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MANAGEMENT
      This table lists information concerning our senior management team:
NameAgePosition(s)
Dennis W. Doll47President and Chief Executive Officer
A. Bruce O’Connor48Vice President and Chief Financial Officer
Ronald F. Williams57Vice President — Operations and Chief Operating Officer
Kenneth J. Quinn58Vice President, General Counsel, Secretary and Treasurer
James P. Garrett59Vice President — Human Resources
Richard M. Risoldi50Vice President — Subsidiary Operations
Gerard L. Esposito55President, Tidewater Utilities, Inc.
Dennis W. Doll — Mr. Doll, a Certified Public Accountant, joined the Company in November 2004 as Executive Vice President. He was elected President and Chief Executive Officer and became a Director of the Company effective January 1, 2006. Prior to joining the Company, Mr. Doll was employed by Elizabethtown Water Company since 1985, serving most recently as a member of the senior leadership team of the Northeast Region of American Water, which was comprised of Elizabethtown Water Company, New Jersey-American Water Company and Long Island Water Corporation and included other regulated and non-regulated subsidiaries. In this capacity, Mr. Doll served as Vice President — Finance & Controller and served previously, as Vice President — Merger Integration. Prior to 2001, Mr. Doll served as Vice President & Controller of Elizabethtown, Elizabethtown’s parent company, E’town Corporation, and various other regulated and non-regulated subsidiaries, primarily engaged in the water and wastewater fields. Effective January 1, 2006, Mr. Doll assumed the subsidiary directorships previously held by the previous Chief Executive Officer, Dennis G. Sullivan. Mr. Doll became a director of the New Jersey Utilities Association and the National Association of Water Companies effective January 1, 2006.
A. Bruce O’Connor — Mr. O’Connor, a Certified Public Accountant, joined the Company in 1990 as Assistant Controller and was elected Controller in 1992 and Vice President in 1995. He was elected Vice President and Controller and Chief Financial Officer in 1996. In July 2004, his Controller responsibilities were assigned to the newly created Corporate Controller position. He is responsible for financial reporting, customer service, rate cases, cash management and financings. He is Treasurer and a Director of Tidewater Utilities, Inc., Tidewater Environmental Services, Inc., Utility Service Affiliates, Inc., and White Marsh Environmental Systems, Inc. He is Vice President, Treasurer and a Director of Utility Service Affiliates (Perth Amboy) Inc., Pinelands Water Company and Pinelands Wastewater Company.
Ronald F. Williams — Mr. Williams was hired in 1995 as Assistant Vice President — Operations, responsible for the Company’s Engineering and Distribution Departments. He was elected Vice President — Operations in October 1995. Mr. Williams was elected to the additional posts of Assistant Secretary and Assistant Treasurer for the Company in 2004. He was formerly employed with the Garden State Water Company as President and Chief Executive Officer. He is a Director and President of Utility Service Affiliates (Perth Amboy) Inc.
Kenneth J. Quinn — Mr. Quinn joined the Company in 2002 as General Counsel and was elected Assistant Secretary in 2003. In 2004, Mr. Quinn was elected Vice President, Secretary and Treasurer for the Company and Secretary and Assistant Treasurer for all subsidiaries of Middlesex Water Company. He has been engaged in the practice of law for 32 years and prior to joining the Company he had been employed by the law firm of Schenck, Price, Smith and King in Morristown, New Jersey. Prior to that, Mr. Quinn spent 10 years as in-house counsel to two major banking institutions located in New Jersey. In May 2003, he was elected Assistant Secretary of Tidewater Utilities, Inc., Pinelands Water Company, Pinelands Wastewater Company, Utility Service Affiliates (Perth Amboy) Inc., and White Marsh Environmental Systems, Inc. He is a member of the New Jersey State Bar Association and is also a member of the Public Utility Law Section of the Bar.

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James P. Garrett — Mr. Garrett joined the Company in 2003 as Assistant Vice President — Human Resources. In May 2004, he was elected Vice President-Human Resources. Prior to his hire, Mr. Garrett was employed by Toys “R” Us, Inc. for 23 years, most recently as Director of Organizational Development. Mr. Garrett is responsible for all human resource programs and activities at Middlesex Water Company and its subsidiaries.
Richard M. Risoldi — Mr. Risoldi joined the Company in 1989 as Director of Production, responsible for the operation and maintenance of the Company’s treatment and pumping facilities. He was appointed Assistant Vice President of Operations in 2003. He was elected Vice President in May 2004, responsible for regulated subsidiary operations and business development. He is a Director and President of Pinelands Water Company, Pinelands Wastewater Company, and Utility Service Affiliates, Inc.
Gerard L. Esposito — Mr. Esposito joined Tidewater Utilities, Inc. in 1998 as Executive Vice President. He was elected President of Tidewater and White Marsh Environmental Systems, Inc. in 2003 and elected President of Tidewater Environmental Services, Inc. in January 2005. Prior to joining the Company he worked for 22 years in various executive positions for Delaware environmental protection and water quality governmental agencies. He is a Director of Tidewater Utilities, Inc., Tidewater Environmental Services, Inc., and White Marsh Environmental Systems, Inc.

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DESCRIPTION OF CAPITAL STOCK
      Our authorized capital stock consists of 20,000,000 shares of common stock, without par value, 139,497 shares of Cumulative Preferred Stock, without par value, and 100,000 shares of Cumulative Preference Stock, without par value. As of October 26, 2006, there were 11,661,332 shares of common stock outstanding, four series of Cumulative Preferred Stock representing a total of 36,898 shares outstanding and no shares of the Cumulative Preference Stock outstanding. The issuance of the common stock offered hereby has been authorized by the BPU.
      The transfer agent for the common stock is Registrar and Transfer Company. Our outstanding common stock is traded on the NASDAQ Global Select Market System.
      Certain New Jersey state laws and provisions in our Restated Certificate of Incorporation may deter or prevent a change in control of us and/or a change in management, even if desired by a majority of the shareholders.
      The following is a brief summary of certain information relating to our common stock, Preferred Stock and Preference Stock. This summary does not purport to be complete and is intended to outline such information in general terms only.
Dividend Rights
      Our Restated Certificate of Incorporation provides that whenever full dividends have been paid on the Preferred Stock and the Preference Stock outstanding for all past quarterly periods, the Board of Directors may declare and pay dividends on the common stock out of legally available funds.
      The dividend rate for our varying classes of Preferred Stock is as follows: $7.00 per share per annum for the $7.00 Series Cumulative Preferred Stock, $4.75 per share per annum for the $4.75 Series Cumulative Preferred Stock, $7.00 per share per annum for the $7.00 Cumulative and Convertible Preferred Stock, and $8.00 per share per annum for the $8.00 Series Cumulative and Convertible Preferred Stock.
Voting Rights
      Every holder of the common stock is entitled to one vote for each share held of record. Our Restated Certificate of Incorporation and By-laws provide for a Board of Directors divided into three classes of directors serving staggered three-year terms. A classified board has the effect of increasing the time required to effect a change in control of the Board of Directors. Our By-laws provide that nominations for directors must be (i) made in writing, (ii) received by the Secretary of the Company not less than 21 days prior to the date fixed for the meeting of shareholders and (iii) accompanied by the written consent of the nominee to serve as a director. In addition, the Restated Certificate of Incorporation provides that the By-laws may only be amended by shareholders if the holders of two-thirds or more of the issued and outstanding shares of common stock vote for the amendment. Our Restated Certificate of Incorporation also provides that shareholders may take action only at an annual or special meeting upon prior notice and pursuant to a vote.
      No holder of Preferred Stock or Preference Stock (none of which Preference Stock has been issued) has any right to vote for the election of directors or, except as otherwise required by law, for any other purpose; provided, however, that if and whenever dividends on the outstanding Preferred Stock are in arrears in an amount equal to at least four quarterly dividends, the holders of the outstanding Preferred Stock of all series, voting as a class, are entitled, until all dividends in arrears are paid, to elect two members to the Board of Directors, which two members shall be in addition to the directors elected by the holders of the common stock. Whenever dividends on the outstanding Preference Stock are in arrears in an amount equal to at least four quarterly dividends, the holders of the outstanding Preference Stock of all series, voting as a class, are entitled, until all dividends in arrears are paid, to elect two members to the Board of Directors, which two members shall be in addition to the members elected by the holders of the common stock and by the holders of the Preferred Stock. In addition, unless certain tests set forth in our charter are met, the consent of the holders of a majority of the outstanding shares of Preferred Stock of all series, voting as a class, is required for issuance or sale of any additional series of Preferred Stock or any class of stock ranking prior to or on a parity

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with the Preferred Stock as to dividends or distributions. The consent of the holders of two-thirds in interest of the outstanding Preferred Stock of all series, voting as a class, is required to create or authorize any stock ranking prior to the Preference Stock as to dividends or in liquidation, or to create or authorize any obligation or security convertible into shares of any such stock, except that such consent is not required with respect to any increase in the number of shares of Preferred Stock which we are authorized to issue or with respect to the creation and establishment of any series of our Preferred Stock.
Convertibility
      The conversion feature of the no par $7.00 Series Cumulative and Convertible Preferred Stock allows the holders of such shares of preferred stock to exchange one convertible preferred share for twelve shares of our common stock. In addition, we may redeem up to 10% of the outstanding convertible stock in any calendar year at a price equal to the fair market value of twelve shares of our common stock for each share of convertible stock redeemed.
      The conversion feature of the no par $8.00 Series Cumulative and Convertible Preferred Stock allows the holders of such shares to exchange one convertible preferred share for 13.714 shares of our common stock. The preferred shares were convertible at the election of the security holder until 2004. Since that time, both we and the holders of the $8.00 Series Cumulative and Convertible Preferred Stock have the right to convert the shares of preferred stock into our common stock.
Liquidation Rights
      Holders of common stock are entitled to share on a pro-rata basis, subject to the rights of holders of our First Mortgage Bonds, Preferred Stock or Preference Stock, in our assets legally available for distribution to shareholders in the event of our liquidation, dissolution or winding up.
Restriction on Acquisitions
      As a New Jersey corporation with its headquarters and principal operations in the state, we are a “resident domestic corporation” as defined in New Jersey’s Shareholders’ Protection Act (the “Act”). The Act bars any “business combination” as defined in that Act (generally, a merger or other acquisition transaction) with any person or affiliate of a person who owns 10% or more of the outstanding voting stock of a resident domestic corporation for a period of five years after such person first owns 10% or more of such stock, unless the “business combination” both is approved by the board of directors of the resident domestic corporation prior to the time that person acquires 10% or more of the resident domestic corporation’s voting stock and meets certain other statutory criteria.
DIVIDEND REINVESTMENT PLAN
      We have a Dividend Reinvestment and Common Stock Purchase Plan (“DRP”) under which participating shareholders may have cash dividends on all or a portion of their shares of common stock or Cumulative Preferred Stock automatically reinvested in newly issued shares of common stock and may invest at the same time up to an additional $25,000 per quarter in newly issued shares of common stock. Under the DRP, we may permit the purchase of shares of common stock at ninety-five percent (95%) of market value for specified periods as announced by us from time to time. We last authorized the purchase of shares of common stock at ninety-five percent (95%) of market value during the period of June 1, 2005 to December 1, 2005. As currently in effect, any purchase of shares under the DRP is at full market value. No commission or service charge is paid by participants in connection with any of their purchases under the DRP. The number of shares authorized under the DRP is 1,700,000 shares. The cumulative amount of shares issued under the DRP as of October 26, 2006 is 1,567,249.

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UNDERWRITING
      Subject to the terms and conditions of an underwriting agreement dated           , 2006, the underwriters named below, for whom Janney Montgomery Scott LLC and A.G. Edwards & Sons, Inc. are serving as the representatives (the “Representatives”), have severally agreed to purchase, and we have agreed to sell to the underwriters, the aggregate number of shares of common stock set forth opposite their respective names below at the public offering price less the underwriting discount on the cover page of this prospectus.
Number of
UnderwritersShares
Janney Montgomery Scott LLC
A.G. Edwards & Sons, Inc. 
Total1,300,000
      The underwriting agreement provides that obligations of the underwriters to purchase the shares and accept the delivery of the common stock that are being offered are subject to certain conditions precedent including the absence of any materially adverse change in our business, the receipt of certain certificates, opinions and letters from us, our attorneys and independent auditors. The offering is being made on a firm commitment basis and, thus, each underwriter is obligated to purchase all of the shares of the common stock being offered by this prospectus (other than shares of common stock covered by the over-allotment option described below) if it purchases any of the shares of common stock.
      The underwriters propose to offer some of the shares of common stock to the public initially at the offering price per share shown on the cover page of this prospectus and may offer shares to certain dealers at such price less a concession not in excess of $          per share. The underwriters may allow, and such dealers may reallow, a concession not in excess of $          per share to certain other dealers. After the public offering of the common stock, the public offering price and the concessions may be changed by the underwriters.
      The offering of common stock is made for delivery when, as and if accepted by the underwriters and subject to prior sale and to withdrawal, cancellation or modification of the offer without notice. The underwriters reserve the right to reject any order for the purchase of common stock in whole or in part.
      The following table shows the per share and total underwriting discount to be paid to the underwriters by us. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase the over-allotment shares:
Per ShareTotal
WithoutWithWithoutWith
Over-AllotmentOver-AllotmentOver-AllotmentOver-Allotment
Underwriter Discounts and Commissions to be paid by us$$$$
      We estimate that ourout-of-pocket expenses for this offering will be approximately $245,000. We have also agreed to pay the underwriters a non-accountable expense allowance of $50,000.
      We have granted to the underwriters an option, exercisable for up to 30 days after the date of this prospectus, to purchase up to 195,000 additional shares of common stock, at the same price per share as the public offering price, less the underwriting discounts and commissions shown on the cover page of this prospectus. The underwriters may exercise such option only to cover over-allotments in the sale of the shares of common stock offered by this prospectus. To the extent the underwriters exercise this option, each of the underwriters has a firm commitment, subject to certain conditions, to purchase a number of the additional shares of common stock proportionate to such underwriter’s initial commitment as indicated in the table above that lists the underwriters.
      In connection with this offering and in compliance with applicable securities laws, the underwriters may over-allot (i.e., sell more shares of common stock than is shown on the cover page of this prospectus) and may effect transactions that stabilize, maintain or otherwise affect the market price of the common stock at levels

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above those which might otherwise prevail in the open market. Such transactions may include placing bids for the common stock or effecting purchases of the common stock for the purpose of pegging, fixing or maintaining the price of the common stock or for the purpose of reducing a short position created in connection with the offering. The underwriters are not required to engage in any of these activities and any such activities, if commenced, may be discontinued at any time.
      In connection with this offering, the underwriters may make short sales of our shares of common stock and may purchase those shares on the open market to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering. “Covered” short sales are sales made in an amount not greater than the underwriter’s over-allotment option to purchase additional shares in the offering. The underwriters may close out any covered short position by either exercising their over-allotment option or purchasing shares on the open market. In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase on the open market as compared to the price at which they may purchase shares through the over-allotment option. “Naked” short sales are sales in excess of the over-allotment option. The underwriters may close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward price pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering. Similar to other purchase transactions, the underwriters’ purchases to cover the syndicate short sales may have the effect of raising or maintaining the market price of the our common stock. As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market.
      The underwriters may also impose a penalty bid. Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the shares of the common stock originally sold by that syndicate member are purchased in a stabilizing transaction or syndicate covering transaction to cover syndicate short positions. The imposition of a penalty bid may have an effect on the price of the common stock to the extent that it may discourage resales of the common stock.
      In connection with this offering, the underwriters, selling group members or their respective affiliates who are qualified market makers on the NASDAQ Global Select Market may engage in passive market making transactions in our common stock on the NASDAQ Global Select Market in accordance with Rule 103 of Regulation M under the Securities Exchange Act of 1934, as amended during the five business days prior to the pricing of the offering before the commencement of offers(the "Exchange Act") and, sales of the common stock. Passive market makers must comply with applicable volume and price limitations and must be identified as such. In general, a passive market maker must display its bid at a price not in excess of the highest independent bid for such security. If all independent bids are lowered below the passive market maker’s bid, however, such bid must then be lowered when certain purchase limits are exceeded.
      We and the underwriters make no representation or prediction as to the direction or magnitude of any effect that these transactions may have on the price of the common stock. In addition, we and the underwriters make no representation that the underwriters will engage in such transactions or that such transactions, once commenced, will not be discontinued without notice.
      Each underwriter does not intend to confirm sales of the common stock to any accounts over which it exercises discretionary authority.
      Our directors, executive officers and certain of our other shareholders have agreed that they will not, without the Representatives’ prior written consent for a period of 90 days after the effective date of the Registration Statement, sell, offer to sell, contract to sell, or otherwise dispose of, directly or indirectly, any shares of common stock of the Company or any securities convertible into, or exercisable or exchangeable for, common stock of the Company (other than shares issuable pursuant to a plan for employees in effect on the date of this prospectus).

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      We have agreed to indemnify the underwriters against certain liabilities that may be incurred in connection with this offering, including liabilities under the Securities Act of 1933, as amended, and to contribute to payments the underwriters may be required to make in respect thereof.
LEGAL MATTERS
      Certain legal matters in connection with the validity of the common stock offered hereby will be passed upon for us by Norris, McLaughlin & Marcus, P.A., Somerville, New Jersey. Walter G. Reinhard, Esq., a member of the firm of Norris, McLaughlin & Marcus, P.A., is one of our Directors and owns 1,936 of our shares as of October 26, 2006. Certain legal matters will be passed upon for the underwriters by Ballard Spahr Andrews & Ingersoll, LLP, Philadelphia, Pennsylvania.
EXPERTS
      The consolidated financial statements and management’s report on the effectiveness of internal control over financial reporting incorporated in this prospectus by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference, and have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
      We are a reporting company and file annual, quarterly and currentaccordance therewith, files reports, proxy statements and other information with the SEC. You may readSecurities and copy theseExchange Commission (the "Commission").  Such reports, proxy statements and other information can be inspected and copied at the SEC’s public reference room locatedPublic Reference Room maintained by the Commission at 100 F. Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330.  Copies of such material can be obtained from the Public Reference Section of the Commission, 100 F Street, N.E., Washington, DC 20549. You can request copies of these documents by writing toD.C. 20549 at prescribed rates. The Commission maintains a web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC and paying a fee for the copying cost. Please call the SEC at1-800-SEC-0330 for more information about the operationCommission. The address of the public reference rooms. Our SEC filings are also available at the SEC’sCommission's web site at is http://www.sec.gov. In addition, you can read and copy our SEC filings at

Incorporation of Certain Documents by Reference

The Company has filed the office of the National Association of Securities Dealers, Inc. at 1735 K Street, Washington, DC 20006.
      This prospectus is a part of a registration statement on Form S-3 (which, together with all exhibits filed along with it, will be referred to as the “Registration Statement”) which we filedfollowing documents with the Commission to register the securities weSEC.  They are offering. Certain information and details which may be important to specific investment decisions may be found in other parts of the Registration Statement, including its exhibits, but are left out of this prospectus in accordance with the rules and regulations of the Commission. To see more detail, you may wish to review the Registration Statement and its exhibits. hereby incorporated herein by reference:

(a)The Company’s Annual Report on Form 10-K for the year ended December 31, 2008, filed on March 13, 2009.

(b)The material under the caption "Description of Capital Stock" in the Company's Registration Statement on Form 8-A under Section 12(g) of the Securities Exchange Act of 1934, which incorporates by reference the information under "Common Stock" in the prospectus constituting a part of the Company's Registration Statement on Form S-1 (File No. 2-55058).

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(c)All documents filed by the Company after the date of this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, hereby are incorporated herein by reference and shall be deemed a part hereof from the date of filing of such documents.  Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.  Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Copies of the Registration Statement and its exhibits are on file at the offices of the Commission anddocuments incorporated herein by reference may be obtained upon paymentwritten or oral request without charge from the headquarters office of the prescribed fee or may be examined without charge at the public reference facilities of the Commission described above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
      The Commission’s rules allow us to “incorporate by reference” the information we file with the Commission, which means we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus. We incorporate by reference the documents listed below, which already have been filed with the Commission, and certain information we may file in the future will automatically update and take the place of information already filed. The following documents are incorporated by reference: (a) our Annual Report on Form 10-K filed on March 16, 2006 for the year ended December 31, 2005; (b) our Quarterly Reports on Form 10-Q filed on May 8, 2006, August 4, 2006 and October 27, 2006; and (c) our Current Reports on Form 8-K filed on January 3, 2006, March 16, 2006, April 5, 2006, April 28, 2006, May 1, 2006, May 8, 2006, August 4,  2006 and October 27, 2006; and (d) our Current Reports filed on Form 8-K/ A filed on March 6, 2006 and May 1, 2006. The Commission file number for the incorporated documents is 0-422.

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      In addition to the documents already filed, all reports and other documents which we file in the future with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, before this stock offering ends, shall also be incorporated by reference in this prospectus.
      You may request a copy of any of these filings. Such requests should be directed to: Mr. Kenneth J. Quinn, Vice President, General Counsel, Secretary and Treasurer,Company, Middlesex Water Company, 1500 Ronson Road, Iselin, New Jersey 08830 (732) 634-1500, Attn: A. Bruce O’Connor, Vice President  & Chief Financial Officer (732) 638-7502.

DESCRIPTION OF THE PLAN

PURPOSE OF THE PLAN

1.What is the purpose of the Plan?

           The purpose of the Plan is to promote long-term stock ownership among existing investors in the Company by providing a convenient and economical method to purchase shares of Common Stock and reinvest cash dividends in shares of Common Stock.

ADVANTAGES AND DISADVANTAGES OF THE PLAN

2.What are some advantages of enrolling in the Plan?

·Cash dividends on the shares held in your Plan account can be automatically reinvested in shares of Common Stock.

·You pay no commission or service charge on purchases made under the Plan.

·You may purchase shares of Common Stock with optional cash payments of at least $25, subject to a maximum of $25,000 per calendar quarter.

·Full investment of the funds you choose to invest is possible because fractional shares, as well as whole shares, will be credited to your Plan account.

·Safekeeping of the shares held in your account is assured since those share certificates are not issued to you directly.

·For simplified recordkeeping, you will receive regular statements of your Plan account.

·If you are employed by the Company (or its subsidiaries and other affiliates), and are otherwise eligible to participate, you may make purchases through a program of regular payroll deductions.
   What are some disadvantages of enrolling in the Plan?

·You will be treated as having received dividend income on the dividend payment date for Federal income tax purposes; such dividends will generally give rise to a tax liability even though no cash was actually paid to you.

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·You bear the risk of loss and the benefits of gain from market price changes for all of your shares of common stock.  NEITHER WE NOR THE PLAN ADMINISTRATOR CAN GUARANTEE THAT SHARES OF COMMON STOCK PURCHASED UNDER THE PLAN WILL, AT ANY PARTICULAR TIME, BE WORTH MORE OR LESS THAN THEIR PURCHASE PRICE.

ADMINISTRATION OF THE PLAN

3.Who administers the Plan?

           The Plan is administered by Registrar and Transfer Company of Cranford, New Jersey (the “Plan Agent”).  As Plan Agent, Registrar and Transfer Company keeps records, sends statements of account to Plan participants and performs other duties relating to the Plan.  The Common Stock purchased in your Plan account will be registered in the name of the Plan Agent, or its nominee, as your agent.  You may, at any time, withdraw all or any part of the shares held in your Plan account.  (See Questions 31 and 35.)  Special arrangements may be made with the Plan Agent if you are an institution that is required by law to maintain physical possession of share certificates.

4.How do I contact the Plan Agent or the Company?

Plan AgentCompany
Written Inquiries:Middlesex Water CompanyMiddlesex Water Company
c/o Registrar and Transfer Company1500 Ronson Road
Dividend Reinvestment DepartmentIselin, New Jersey 08830
10 Commerce DriveAttn: Investor Relations
Cranford, New Jersey 07016
Phone Inquiries:(800) 368-5948(732) 634-1500

5.What kind of reports will be sent to participants in the Plan?

           As a participant, you will receive a statement of your account as soon as practicable after each transaction (i.e., dividend reinvestment, optional cash payments, share withdrawals, transfers, etc.) is posted to your Plan account.  You should retain these statements in order to establish the cost basis of shares purchased under the Plan for income tax and other purposes.  In addition, you will receive copies of all communications sent to all other shareholders, such as annual and quarterly reports, proxy statements and income tax information for reporting dividends paid.  Under certain circumstances, in lieu of copies, you may receive a Notice of Internet Availability of Proxy Materials providing access to the Company’s proxy statement and annual report online.

PLAN ELIGIBILITY AND ENROLLMENT

6.How does a Company shareholder become eligible to participate in the Plan?

If you are already a registered shareholder of Common Stock (that is, your share certificates are registered directly in your name), you may enroll in the Plan by completing and returning the Authorization Form to the Plan Agent and following the instructions set forth in the following paragraph.  If the stock you own is registered in more than one name (i.e., joint tenants, trustees, etc.), all registered holders must sign the Authorization Form.  In addition, if the stock you own is registered in different names (i.e., “John Smith” and “J. Smith”), you must submit an Authorization Form for each registration in order to participate fully in the Plan.

To open a new Plan account, you will be required to authorize the reinvestment of dividends on at least ten (10) shares of Company stock.  If you currently own fewer than ten (10) registered shares, you may meet this enrollment requirement by authorizing the reinvestment of dividends on the registered shares you currently own and including an optional cash payment with your Authorization Form sufficient to purchase the remainder of the ten (10) shares required to enroll. (Company employees should also refer to Question 11.)

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7.I already own shares, but they are held by my bank or broker and registered in “street name.”  How can I participate?

           If you currently own shares of Common Stock that are held on your behalf by a bank or broker (that is, in “street name”), you will need to arrange with your bank or broker to have at least one (1) share registered directly in your name in order to be eligible to participate.  Once the share(s) is registered in your name, you may then enroll in the Plan as described in Question 6.  (Company employees should also refer to Question 11.)

8.I am not currently a shareholder.  Can I participate in the Plan?

           You will first need to become a shareholder of record by purchasing at least one (1) share of Common Stock, and having a stock certificate issued in your name.  You then may enroll in the Plan as described in Question 6.  (Company employees should also refer to Question 11.)

9.Are there fees associated with enrollment?

           No.  (732) 634 -1500.The Company pays all fees, administrative and other expenses related to your Plan enrollment. However, you may incur certain charges for certain other transactions, requests or withdrawals under the Plan.  (See Questions 25, 33 and 35.)

10.Are there any restrictions on participation in the Plan by shareholders residing outside the United States?

           Regulations in certain countries may limit or prohibit participation in services provided under this type of program.  Therefore, persons residing outside the United States should first determine whether they are subject to any governmental regulations prohibiting or limiting their participation before requesting any of the services provided through the Plan.

11.Are there special eligibility or enrollment rules applicable to Company employees?

Yes, if you are a Company employee or are an employee of one of the Company’s subsidiaries (which for purposes of the Plan, includes a subsidiary of one of the Company’s subsidiaries), you have the additional option of purchasing shares through automatic payroll deductions.  (See Question 22 for details.)  Employees who participate through the automatic payroll deduction option may open a Plan account simply by completing an Authorization Form and returning it to the Company (the ten (10) share minimum reinvestment requirement discussed in Question 6 is not applicable to employees participating through automatic payroll deductions).  Employees of municipalities and municipal utility authorities under contract with the Company are not eligible to participate through automatic payroll deductions.

DIVIDEND REINVESTMENT

12.What dividend reinvestment options are available in the Plan?

           (a)  “Full Dividend Reinvestment” - Under this option, you direct the Company to reinvest the dividends on all of the shares of Common Stock registered in your name, as well as shares credited to your account under the Plan. In addition, you may make additional investments by making optional cash payments;
(b)  “Partial Dividend Reinvestment” - Under this option, you direct the Company to reinvest the dividends on a portion of the shares of Common Stock registered in your name.  Dividends on shares credited to your account under the Plan will be reinvested fully.  In addition, you may make additional investments by making optional cash payments; or

7


           (c) “Optional Cash Payments Only” - Under this option, you may participate in the Plan by making optional cash payments only.  The Plan Agent will continue to pay cash dividends on the shares you hold outside the Plan.  Dividends on shares credited to your account under the Plan (i.e., through the optional cash investments) will be reinvested fully.

           The Plan Agent will return your Authorization Form to you if you fail to select one of these options or fail to sign the Authorization Form.

13.Must my dividends be reinvested automatically to the extent I have chosen either Full Dividend Reinvestment or Partial Dividend Reinvestment?

Yes.  To the extent you have elected to participate in the Plan, cash dividends on those shares which are subject to reinvestment will be reinvested automatically in additional shares of Common Stock.

14.When will my dividends be reinvested and at what price?

If you are enrolled in the Plan as of an applicable “record date” for dividends, either all or part of the dividends on your shares (depending on which option you have chosen) will be used to purchase shares of Common Stock as of the applicable dividend payment dates.  Cash dividends on the Company’s Common Stock, when and as declared, are generally payable on the first business day of March, June, September and December.

The price of the Common Stock to be purchased under the Plan is addressed in Questions 24 and 25.

15.Will I be charged fees for participating in the dividend reinvestment program?

No.  You will not be charged for these copies unless you request exhibits, for which we will charge you a minimal fee.any fees in connection with the reinvestment of your dividends under the Plan.  However, you may incur certain charges for certain other transactions, requests or withdrawals under the Plan.  (See Questions 25, 33 and 35.)

OPTIONAL CASH PAYMENTS

16.How does the cash payment option work? What are the minimum and maximum amounts for optional cash payments?

As a Plan participant, you may make optional cash payments at any time in amounts of at least $25, subject to a limitation of $25,000, per calendar quarter.

17.How do I make an optional cash payment?

           If you choose to make an optional cash payment at the time of your enrollment in the Plan, you may do so by enclosing a check or money order made payable to the Plan Agent (that is, “Registrar and Transfer Company”) with your Authorization Form.  Thereafter, you may make optional cash payments by sending a check or money order, together with the cash payment form attached to the statement of account you receive from the Plan Agent, to the Plan Agent (that is, “Registrar and Transfer Company”).

18.When will optional cash payments be invested?

If the Plan Agent receives your optional cash payment at least ten (10) days prior to the end of any month, it will invest your funds on the first business day of the next month.  If the Plan Agent receives your payment fewer than ten (10) days prior to the end of any month, it will hold your funds and invest them on the first business day of the month following the next month.  Only shares which are purchased prior to the applicable record date for dividends will be entitled to receive dividends.  No interest will be paid on amounts held by the Plan Agent pending investment.

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19.Will I be charged fees for optional cash payments?

No.  You will not be charged any fees in connection with your optional cash payments.  However, you may incur certain charges for exhibitscertain other transactions, requests or withdrawals under the Plan.  (See Questions 25, 33 and 35.)

20.Under what circumstances may an optional cash payment be returned to me?

If the Plan Agent receives a written request from you to return your optional cash payment at least two (2) days prior to the day on which the Plan Agent is scheduled to purchase shares for you, the Plan Agent will return your payment.

No interest will be paid on amounts held by the Plan Agent

21.How are payments with “insufficient funds” handled?

           If an optional cash payment is made by a check drawn on insufficient funds or incorrect draft information, or the Plan Agent otherwise does not receive the money, the requested purchase will be deemed void, and the Plan Agent will immediately remove from your account any shares already purchased upon the prior credit of such funds. The Plan Agent may, at its discretion, sell such shares to satisfy any uncollected amounts or return such shares to the Company.  If the net proceeds from any sale of such shares are insufficient to satisfy the balance due, the Plan Agent may sell additional shares from your account as necessary to satisfy the uncollected balance.

22.I am an employee eligible to participate (See Question 11).  How can I make optional cash payments though automatic payroll deductions?

           If you are an eligible employee (See Question 11) and you have completed six (6) months of consecutive employment and you have already enrolled in the Plan (see Questions 6, 7, and 8), you can enroll to make optional cash payments through automatic payroll deductions by completing an Employee Authorization Form and submitting it to the Company (if you have not previously enrolled in the Plan, you may do so at the same time you enroll to make optional payroll deductions).  The Company (and the Plan Agent) must receive your forms sufficiently in advance of your next paycheck to allow for processing.  If you are paid weekly, you may authorize payroll deductions in a specified whole-dollar amount from each regular paycheck, subject to a $5 minimum and $100 maximum per pay period.  If you are paid biweekly, the minimum deduction is $10 and the maximum deduction is $200 per pay period.  Payroll deductions will be counted against the limitation on optional cash payments discussed in Question 16.  Once authorized, payroll deductions will continue until changed or terminated by you.

No interest will be paid on payroll deductions held by the Company or the Plan Agent pending investment.

PURCHASE OF COMMON STOCK

23.What is the source of Company Common Stock purchased through the Plan?

Share purchases will be made directly from the Company.

24.How many shares of Common Stock will be purchased under the Plan and what will be the price of shares?

           Your Plan account will be credited with the number of shares (including fractional shares, computed to four decimals) equal to the amount invested for your Plan account divided by the applicable price per share.  Shares purchased under the Plan will be purchased and credited to your account at the average of the daily averages of the high and low sales prices of Company Common Stock as reported on the NASDAQ Global Select Market for the

9

five (5) days on which the Common Stock was traded immediately preceding and ending on the applicable date of purchase.

25.Will the Company offer discounts on the price per share?

Subject to certain limitations, the Company may, from time to time, offer shares to Plan participants at a discount of up to five percent (5%) from the purchase price described in Question 24.  The following conditions will apply if and when the Company offers shares at a discount: (i) the Company may limit the number of shares offered at the discounted price; (ii) the Company may limit the time period during which the discounted price is in effect (but in no event will the time period be less than ninety (90) days); (iii) if you purchase shares at the discounted price and subsequently withdraw shares from your Plan account within six (6) months after the date of purchase, you will be charged a withdrawal fee equal to the applicable per share reduction in purchase price on all shares withdrawn (up to a maximum of the number of shares purchased at the discounted price).  The withdrawal fee will be charged against your Plan account at the time of withdrawal, and will also apply to any case wherepurchases of shares made at the exhibitdiscounted price through automatic dividend reinvestment and employee payroll deductions (if applicable) during the six (6) month period before the date of withdrawal.

26.Will I be charged fees in connection with purchases under the Plan?

           No.  There are no brokerage fees or service charges applicable to purchases made under the Plan.  However, you may incur certain charges for certain other transactions, requests or withdrawals under the Plan.  (See Questions 25, 33 and 35.)

CUSTODIAL SERVICE

27.How does the custodial service (book-entry shares) work?

           All shares of Company Common Stock that are purchased through the Plan will be held by the Plan Agent and reflected in book-entry form in your account on the records of the Plan Agent.  If you hold Company Common Stock certificates you may also, at any time, deposit those certificates for safekeeping with the Plan Agent, and the shares represented by the deposited certificates will be included in the book-entry form in your Plan account.

28.How do I deposit my Company Common Stock certificates with the Plan Agent?

To deposit certificates into the Plan, you should send your certificates, by registered and insured mail, to the Plan Agent, with your written instructions to deposit the shares represented by the certificates to your Plan account.

The certificates should not be endorsed and the assignment section should not be completed.

29.Are there any charges associated with this custodial service?

           No.  There is no cost to you either for having the Plan Agent hold the shares purchased for you through the Plan or for depositing with the Plan Agent the stock certificates you hold for the purpose of adding the shares to your book-entry share position.  However, you may incur certain charges for certain other transactions, requests or withdrawals under the Plan.  (See Questions 25, 33 and 35.)

ISSUANCE OF STOCK CERTIFICATES

30.Will stock certificates be issued for shares acquired through the Plan?

No.  Stock certificates will not be issued for shares in a Plan account unless a specific request is made to the Plan Agent.

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31.How do I request a stock certificate?

Certificates for full shares held in the Plan may be obtained, without charge, by writing to the Plan Agent and requesting the issuance of shares in certificate form.

Certificates for fractional shares will not be issued under any circumstances.

32.Can I pledge or assign the shares held in my Plan account?

           No.  Shares held in your Plan account may not be pledged or assigned.  If you wish to pledge or assign your shares, you first must write to the Plan Agent and request the issuance of shares in certificate form.

GIFTS AND TRANSFERS OF SHARES

33.Can I transfer shares that I hold in the Plan to someone else?

Yes.  Subject to compliance with all applicable laws, you may transfer ownership of some or all of your Plan shares by sending the Plan Agent written, signed transfer instructions.  You will be responsible for any applicable taxes in connection with the transfer.  Signatures of all registered holders must be “Medallion Guaranteed” by a financial institution participating in the Medallion Guarantee program.  The Medallion Guarantee program ensures that the individual signing is in fact the owner as indicated on the participant’s account.

           You may transfer shares to new or existing shareholders.  If you are opening a new Plan account for the transferee, you must include a completed Authorization Form with the gift/transfer instructions; however, a new Plan account will not be opened as a result of a transfer of fewer than ten (10) shares, unless you (i) authorize the reinvestment of dividends on the shares to be transferred and (ii) include an optional cash payment with your transfer instructions sufficient to purchase the remainder of the ten (10) shares required to enroll.

CHANGING METHOD OF PARTICIPATION AND WITHDRAWAL

34.How do I change my method of participation in the Plan?

           You may change your method of participation at any time by completing a new Authorization Form and returning it to the Plan Agent.

35.How do I close my Plan account?

You may terminate your participation in the Plan by giving written notice to the Plan Agent.  Upon termination, you must elect either (a) to receive a certificate for the number of whole shares held in your Plan account and a check for the value of any fractional share (which value will be based on the closing market price of the Common Stock on the first day that the stock is traded after the withdrawal request is received); or (b) to have all of the shares in your Plan account sold for you.  If you request that your shares be sold, the Plan Agent will make the sale in the market, if practicable, within ten (10) trading days after receipt of the request.  You will receive the proceeds of sale, less any brokerage commission and transfer tax. Receipt by the Plan Agent of due notice of a participant’s death or incompetence shall be deemed a notice of withdrawal.

           Any certificates issued upon termination will be issued in the name or names in which the account is specificallyregistered, unless otherwise instructed.  If the certificate is to be issued in a name other than the name or names on your Plan account, your signature (and that of any co-owner) on the instructions or stock power must be “Medallion Guaranteed” by a financial institution participating in the Medallion Guarantee program. (See Question 33.)  You will be responsible for any applicable taxes in connection with the transfer.  No certificates will be issued for fractional shares.

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           The Plan Agent will process notices of withdrawal and send proceeds to you as soon as practicable, without interest.  If a notice of withdrawal is received on or after an ex-dividend date but before the related dividend payment date, the withdrawal will be processed as described above and a separate dividend check will be mailed as soon as practicable following the payment date.  Thereafter, cash dividends will be paid out to the shareholder and not reinvested in Company Common Stock.

           If a notice of withdrawal is received by the Plan Agent at least two (2) days prior to an optional cash payment purchase date, any optional cash payment held by the Plan Agent will be returned to you as soon as practicable.

           Plan withdrawals made within six (6) months after a purchase at a discounted price described in the answer to Question 25 are subject to the withdrawal fee explained in that answer.

Employees participating through payroll deductions also must contact the Company.  (See Question 36.)

36.I am an eligible employee investing though payroll deductions, do I need to do anything else to withdraw?

Yes.  In addition to sending a withdrawal request to the Plan Agent, you must notify the Company in writing in order to discontinue the payroll deductions.  The Company must receive your request sufficiently in advance of your next paycheck to allow for processing.  Any amounts held by the Company or the Plan Agent which have not been invested, will be returned to you, without interest.

37.May I terminate automatic payroll deductions and still remain in the Plan?

Yes.  As an eligible employee, you may decide to terminate your payroll deductions but choose to leave your shares in the Plan and otherwise continue to participate.  In such an instance, you may continue to make optional cash payments directly to the Plan Agent.

38.After withdrawing from the Plan, may I later re-enroll?

Generally, yes.  As an eligible employee, you may re-enroll by following the procedures for enrollment described above; however, the Company reserves the right to reject your enrollment form if it believes that your participation may be contrary to the general intent of the Plan (promoting long-term ownership of Company shares) or is in violation of applicable law.

39.Can the Company unilaterally terminate my participation in the Plan?

The Company reserves the right to terminate you from the Plan if fewer than ten (10) shares of Common Stock are held in your Plan account and you no longer remain a record holder of Company Common Stock subject to automatic dividend reinvestment under the Plan.  In such a case, you will be issued a check for the cash value of any fractional share in your Plan account.  In addition, the Company reserves the right to terminate you from the Plan if it believes that your participation may be contrary to the general intent of the Plan (promoting long-term ownership of Company shares) or is in violation of applicable law.

ADDITIONAL INFORMATION

40.           How would a stock split, stock dividend or rights offering affect my account?

           Any shares resulting from a stock split or stock dividend paid on shares held in custody for you by the Plan Agent will be credited to your book-entry position.  Of course you may request a certificate at any time for any or all of your shares. (See Question 31.)  Stock dividends or split shares distributed on any certificated shares registered in your name will be mailed directly to you in the same manner as to stockholders who are not participating in the Plan.

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           Warrants representing rights on any shares registered in your name and on shares credited to your Plan account, will be mailed directly to you in the same manner as to stockholders not participating in the Plan.

41.How do I vote my Plan shares at shareholders’ meetings?

As a Plan participant, you will be sent a proxy statement in connection with each meeting of the Company’s shareholders, together with a proxy card representing the shares registered directly in your name and the whole shares held by the Plan Agent in your Plan account.  This proxy card, when signed and returned, will be voted as you indicate.  If the proxy card is not returned or if it is returned unsigned, the shares will not be voted unless you or a duly appointed representative votes in person at the meeting.  As is the case with stockholders not participating in the Plan, if no instructions are indicated on a properly signed and returned proxy card, all of the shares represented by the proxy card will be voted in accordance with the recommendations of the Company’s management.

42.Can the Plan be changed or discontinued?

While the Company intends at the present time to continue the Plan indefinitely, the Company reserves the right to amend, suspend, modify or terminate the Plan at any time.  Notice of any such amendment, suspension, modification or termination will be sent to all Plan participants.  The Plan Agent reserves the right to resign at any time upon reasonable notice to the Company in writing.  The Company reserves the right to elect and appoint at any time a new agent including itself or its nominee to administer the Plan.

           Upon termination of the Plan by the Company, the Company or the Plan Agent, as the case may be, will return any uninvested optional cash payments and payroll deductions, issue a certificate for whole shares credited to each account under the Plan, and make a cash payment for any fractional share credited to each account.

43.Who interprets and regulates the Plan?

The Company reserves the right to interpret the Plan as may be necessary or desirable in connection with the operation of the Plan.

LIMITATION OF LIABILITY

IF YOU CHOOSE TO PARTICIPATE IN THE PLAN, YOU SHOULD RECOGNIZE THAT NEITHER THE COMPANY NOR THE PLAN AGENT CAN ASSURE YOU OF A PROFIT OR PROTECT YOU AGAINST A LOSS ON THE SHARES THAT YOU PURCHASE UNDER THE PLAN.

Neither the Company nor the Plan Agent, in administering the Plan, will be liable for any act done in good faith or for any good faith omission to act, including without limitation any claim of liability arising out of failure to terminate a participant's account upon such participant's death or incompetence, the price at which shares are purchased or sold for the participant's account, the times when purchases or sales are made, or fluctuations in the market value of Company Common Stock.  This limitation of liability will not constitute a waiver by any participant of his or her rights under the federal securities laws.

Although the Plan provides for the reinvestment of dividends, the declaration and payment of dividends will continue to be determined by the Board of Directors of the Company in its discretion, depending upon future earnings, the financial condition of the Company and other factors.  The amount and timing of dividends may be changed, or the payment of dividends terminated, at any time without notice.

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U.S. FEDERAL INCOME TAXATION

Cash dividends reinvested under the Plan will be taxable for U.S. Federal income tax purposes as having been received by a participant even though the participant has not actually received them in cash.  Each participant will receive an annual statement from the Plan Agent indicating the amount of reinvested dividends reported to the U.S. Internal Revenue Service as dividend income.

A participant will not realize gain or loss for U.S. Federal income tax purposes upon a transfer of shares to the Plan or the withdrawal of whole shares from the Plan.  Participants will, however, generally realize gain or loss upon the receipt of cash for fractional shares held in the Plan.  Gain or loss will also be realized by the participant when whole shares are sold by the participant after withdrawal from the Plan.  The amount of gain or loss will be the difference between the amount that the participant receives for the shares or fraction of a share sold and the participant's tax basis therefor.  In order to determine the tax basis for shares or any fraction of a share credited to a participant's account, each participant should retain all account statements and transaction advices.

Plan participants who are non-resident aliens or non-U.S. corporations, partnerships or other entities generally are subject to a withholding tax on dividends paid on shares held in the Plan. The Plan Agent is required to withhold from dividends paid the appropriate amount determined in accordance with Internal Revenue Service regulations.  Where applicable, this withholding tax is determined by treaty between the United States and the country in which the participant resides.  In addition, dividends paid on shares in Plan accounts are subject to the "backup withholding" provisions of the Internal Revenue Code.  Accordingly, the amount of any dividends, net of the applicable withholding tax, will be credited to participant Plan accounts for investment in additional shares of Company Common Stock.

The foregoing does not purport to be a comprehensive summary of all of the tax considerations that may be relevant to a participant in the Plan and does not constitute tax advice.  The summary does not reflect every possible outcome that could result from participation in the Plan, and does not consider any possible tax consequences under various state, local, foreign or other tax laws.  Each participant is urged to consult his or her own tax advisor regarding the tax consequences applicable to his or her particular situation before participating in the Plan or disposing of shares purchased under the Plan.

USE OF PROCEEDS

Shares purchased for Plan participants with reinvested cash dividends and optional cash investments will, at the Company's option, be shares newly issued by the Company or shares held in the Company's treasury.  The Company and the Plan Agent are unable to estimate the number of shares, if any, that will be purchased directly from the Company under the Plan or the amount of proceeds from any such shares.  The net proceeds will be used by the Company for general corporate purposes.

LEGAL MATTERS

The legality of the Common Stock covered hereby will be passed upon for the Company by Norris, McLaughlin & Marcus, P.A., 721 Route 202-206, Bridgewater, New Jersey 08807.

EXPERTS

The consolidated financial statements of Middlesex Water Company as of December 31, 2008 and 2007 and for each of the three years in the period ended December 31, 2008 and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2008 incorporated by reference into another document which isin this Prospectus have been so incorporated in reliance on the reports of Beard Miller Company, LLP, an independent registered public accounting firm, incorporated herein by this prospectus.reference, given on the authority of said firm as experts in auditing and accounting.

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INDEMNIFICATION

The Company's By-Laws provide for indemnification of officers, directors and employees of the Company in certain circumstances for certain liabilities and expenses.  Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrantCompany pursuant to the foregoing provisions, the registrantCompany has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act, and is therefore unenforceable.

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THIS PROSPECTUS SHOULD BE RETAINED BY PARTICIPANTS
IN THE PLAN FOR FUTURE REFERENCE.






 
15
          We have not authorized any dealer, salesperson or other person to give any information or represent anything not contained in this prospectus. You must not rely on any unauthorized information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus does not offer to sell any shares in any jurisdiction where it is unlawful. The information in this prospectus is current as of the date shown on the cover page.
 


 
PART II
 
(MIDDLESEX WATER LOGO)
1,300,000 Shares
Common Stock
PROSPECTUS
Janney Montgomery Scott llc
A.G. Edwards
The date of this prospectus is                     , 2006.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14.Other Expenses of Issuance and Distribution
Item 14.   Other Expenses of Issuance and Distribution
 
The costs and expenses, other than underwriting discounts and commissions, payable by the Company in connection with this Offering (all amounts are estimated except the registration fee) are as follows:
      
  To be Paid by
Item the Company
   
Securities and Exchange Commission registration fee $3,075.00 
National Association of Securities Dealers, Inc. fee  3,374.00 
Nasdaq listing fee  14,950.00 
Accounting fees and expenses  60,000.00 
Legal fees and expenses  115,000.00 
Printing  40,000.00 
Transfer agent fees and expenses  1,000.00 
Miscellaneous  57,601.00 
    
 Total $295,000.00 
    
Item 15.Indemnification of Directors and Officers
Item 
To Be Paid
By The
Company
 
Securities and Exchange Commission registration fee $80.00 
Accounting fees and expenses   3,000.00 
Legal fees and expenses  7,500.00 
Miscellaneous  1,000.00 
             Total $ 11,580.00 
 
Item 15.    Indemnification of Directors and Officers
Section 14A:3-5 of the New Jersey Business Corporation Act (the “NJBCA”"NJBCA") gives the Company power to indemnify each of its directors and officers against expenses and liabilities in connection with any proceeding involving him by reason of his being or having been a director or officer if (a) he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Company, and (b) with respect to any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. However, in a proceeding by or in the right of the Company, there shall be no indemnification in respect of any liabilities or expenses if the officer or director shall have been adjudged liable to the Company unless the Court in such proceeding determines he is entitled to indemnity for such liabilities and/or expenses. No indemnification shall be made to or on behalf of a director or officer if a judgment or other final adjudication adverse to such director or officer establishes that his acts or omissions (a) were in breach of his duty of loyalty to the Company and its shareholders, (b) were not in good faith or involved a knowing violation of law or (c) resulted in receipt by the director or officer of an improper personal benefit. The NJBCA defines an act or omission in breach of a person’sperson's duty of loyalty as an act or omission which that person knows or believes to be contrary to the best interests of the Corporation or its shareholders in connection with a matter in which he has a material conflict of interest. If a director or officer is successful in a proceeding, the statute mandates that the Company indemnify him against expenses.
 
Article VVI of the Company’sCompany's By-laws provides:
      “Any present or future director or officer of the Company and any present or future director or officer of any other corporation serving as such at the request of the Company because of the Company’s interest in such other corporation, or the legal representative of any such director or officer, shall be indemnified by the Company against reasonable costs, expenses (exclusive of any amount paid to the Company in settlement), and counsel fees paid or incurred in connection with any action, suit, or proceeding to which any such director or officer or his legal representative may be made a party by reason of his being or having been such director or officer, provided, (1) said action, suit, or proceeding shall be prosecuted against such director or officer or against his legal representative to final determination, and it shall not be finally adjudged in said action, suit, or proceeding that he had been derelict in the performance of his duties as such director or officer, or (2) said action, suit or proceeding shall be settled or otherwise terminated as against such director or officer or his legal representative without a final determination on the merits, and it shall be determined by the Board of Directors (or, at the option of the

II-1

Board of Directors, by a disinterested person or persons selected by the Board of Directors to determine the matter) that said director or officer had not in any substantial way been derelict in the performance of his duties as charged in such action, suit, or proceeding. The right of indemnification provided by this By-law shall be in addition to and not in restriction or limitation of any other privilege or power which the Company may have with respect to the indemnification or reimbursement of directors, officers, or employees.”

"Any present or future director or officer of the Company and any present or future director or officer of any other corporation serving as such at the request of the Company because of the Company's interest in such other corporation, or the legal representative of any such director or officer, shall be indemnified by the Company against reasonable costs, expenses (exclusive of any amount paid to the Company in settlement), and counsel fees paid or incurred in connection with any action, suit, or proceeding to which any such director or officer or his legal representative may be made a party by reason of his being or having been such director or officer, provided, (1) said action, suit, or proceeding shall be prosecuted against such director or officer or against his legal representative to final determination, and it shall not be finally adjudged in said action, suit, or proceeding that he had been derelict in the performance of his duties as such director or officer, or (2) said action, suit or proceeding shall be settled or otherwise terminated as against such director or officer or his legal representative without a final determination on the merits, and it shall be determined by the Board of Directors (or, at the option of the Board of Directors, by a disinterested person or persons selected by the Board of Directors to determine the matter) that said director or officer had not in any substantial way been derelict in the performance of his duties as charged in such action, suit, or proceeding. The right of indemnification provided by this By-law shall be in addition to and not in restriction or limitation of any other privilege or power
 

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which the Company may have with respect to the indemnification or reimbursement of directors, officers, or employees."
The Company has in effect a $20,000,000.00 policy of insurance indemnifying it against certain liabilities to directors and officers of the Company, and indemnifying directors and officers of the Company against certain of the liabilities which they may incur in acting in their capacities as such, all within specific limits. The insurance has a term expiring May 31, 2007.2009.
 
Pursuant to Section 14A:2-7 of the NJBCA, the Company’sCompany's shareholders adopted an amendment to the Company’sCompany's Certificate of Incorporation which provides that a director or officer shall not be personally liable to the Company or its shareholders for damages for breach of any duty owed to the Company or its shareholders, except that such provision shall not relieve a director or officer from liability for any breach of duty based upon an act or omission (a) in breach of such person’sperson's duty of loyalty to the Company or its shareholders, (b) not in good faith or involving a knowing violation of law or (e) resulting in receipt by such person of an improper personal benefit.
Item 16.     Exhibits
Exhibits designated with an asterisk (*) are filed herewith. The exhibits not so designated have heretofore been filed with the Commission and are incorporated herein by reference to the documents indicated.
Item 16.Exhibits
Exhibit
No.
Exhibit
No. Document Description
   
1.1*Form of Underwriting Agreement.
4.1 Form of Common Stock Certificate, is incorporated by reference to Exhibit 2(a) filed with the Company’s Registration Statement No. 2-55058.
 4.2 
4.2 Articles 7A through 7F, 8, 9 and 10 of the Restated Certificate of Incorporation as amended are incorporated herein by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the Year ended December 31, 1998.
 4.3 Certificate of Correction of Middlesex Water Company filed with the State of New Jersey on April 30, 1999, is incorporated herein by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K/A-2 for the year ended December 31, 2003.
4.4Certificate of Amendment to the Restated Certificate of Incorporation of Middlesex Water Company, filed with the State of New Jersey on February 17, 2000, is incorporated herein by reference to Exhibit 3.4 to the Company’s Annual Report on Form 10-K/A-2 for the year ended December 31, 2003.
4.5Certificate of Amendment to the Restated Certificate of Incorporation of Middlesex Water Company, filed with the State of New Jersey on June 5, 2002, is incorporated herein by reference to Exhibit 3.5 to the Company’s Annual Report on Form 10-K/A-2 for the year ended December 31, 2003.
4.6By-laws of Middlesex Water Company are incorporated herein by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005.
5   **5* Opinion of Counsel Re:  Legality of Securities Registered.
 23.1*
23.1* Consent of Independent Registered Public Accounting Firm.Auditors’ Consent
 23.2**
23.2* Consent of Counsel is included in its legal opinion filed as Exhibit 5.
 24 **
24 Power of Attorney (is included as a part of the signature page of this registration statement).
99.1*Authorization Form
 * Filed herewith.
** 99.2*Previously filed.Employee Authorization Form

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Item 17.Undertakings
 
Item 17.   Undertakings
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “1933 Act”"1933 Act"), may be available to directors, officers and controlling persons of the RegistrantCompany pursuant to the foregoing provisions,New Jersey Business Corporation Act, the By-laws of the Company, the Underwriting Agreement, or otherwise, the RegistrantCompany has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the RegistrantCompany of expenses incurred or paid by a director, officer, or controlling person of the RegistrantCompany in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the RegistrantCompany will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.
 

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The undersigned RegistrantCompany hereby undertakes that:
 (1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)To include any prospectus required by section 10(a)(3) of the 1933 Act;

(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

(iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, That paragraphs (a)1(i),  (a)(1)(ii) and  (a)(i)(iii) of this section do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.

Provided further, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is for an offering of asset-backed securities on Form S-1 (Rule 239.11 of this chapter) or Form S-3 (Rule 239.13 of this chapter), and the information required to be included in a post-effective amendment is provided pursuant to Item 1100(c) of Regulation AB.

(2)For purposes of determining any liability under the 1933 Act, each filing of the information omitted fromRegistrant's annual report pursuant to Section 13(a) or Section 15(d) of the formSecurities Exchange Act of prospectus filed as part1934 (and, where applicable, each filing of a registration statement in reliance upon Rule 430A and containedan employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the 1933 ActRegistration Statement shall be deemed to be parta new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the registration statement as of the time it was declared effective.initial bona fide offering thereof.

       (2) (3)For the purposes of determining any liability under the 1933 Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

       (3) (4)For purposesthe purpose of determining any liability of the registrant under the 1933 Act each filingto any purchaser in the initial distribution of the Registrant’s annual reportsecurities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to Section 13(a) or Section 15(d)this registration statement, regardless of the Securities Exchange Actunderwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d)any of the Securities Exchange Act of 1934) that is incorporated by reference infollowing communications, the registration statement shall be deemed toundersigned registrant will be a new registration statementseller to the purchaser and will be considered to offer or sell such securities to such purchaser:

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(i)Any preliminary prospectus or prospectus of the undersigned registrant relating to the securities offered therein, andoffering required to be filed pursuant to Rule 424;

(ii)Any free writing prospectus relating to the offering prepared by or on behalf of such securities at that time shall be deemedthe undersigned registrant or used or referred to beby the initial bona fide offering thereof.undersigned registrant;

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SIGNATURES

(iii)The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or used or referred to by the undersigned registrant; and

(iv)Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

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SIGNATURES
 
Pursuant to the requirements of the Securities Act, of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Woodbridge, State of New Jersey, on the 27this 9th day of October, 2006.March, 2009.
 MIDDLESEX WATER COMPANY
 By: /s/Dennis W. Doll
(Registrant)
  
 DENNIS W. DOLLBy:
/s/  A. Bruce O’Connor  
 President and Chief Executive OfficerName:A. Bruce O’Connor
Title:Vice President & Chief Financial Officer
 
KNOW  ALL  MEN  BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Kenneth J. Quinn and A. Bruce O’Connor (with full power in each to act alone), his true and lawful attorneys-in-fact, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all  amendments  (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. 
Pursuant to the requirements of the Securities Act, of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated below.
Signature TitleDate
     
 
/s/Dennis W. Doll
Dennis W. Doll		 President, Chief Executive Officer
and Director		October 27, 2006
 
*
/s/ J. Richard Tompkins		 Chairman of the BoardOctober 27, 2006
*
John C. Cutting		 and Director October 27, 2006March 9, 2009
*
John P. Mulkerin		DirectorOctober 27, 2006
*
Walter G. Reinhard		DirectorOctober 27, 2006
*
Annette Catino		DirectorOctober 27, 2006
*
John R. Middleton		DirectorOctober 27, 2006
*
Jeffries Shein		DirectorOctober 27, 2006
/s/A. Bruce O’Connor
A. Bruce O’Connor		Vice President and
Chief Financial Officer		October 27, 2006
*By:/s/A. Bruce O’Connor
A. Bruce O’Connor
Attorney-in-FactJ. Richard Tompkins		    

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Exhibit Index
     
Exhibit/s/ Kenneth J. Quinn 
No.Vice President, General Counsel, Corporate Secretary and Treasurer Document DescriptionMarch 9, 2009
Kenneth J. Quinn   
 1.1*Form of Underwriting Agreement.
4.1  Form of Common Stock Certificate, is incorporated by reference to Exhibit 2(a) filed with the Company’s Registration Statement No. 2-55058.
/s/ A. Bruce O’ConnorVice President and Chief Financial Officer (Principal Financial Officer and PrincipalMarch 9, 2009
A. Bruce O’ConnorAccounting Officer) 
 4.2  Articles 7A through 7F, 8, 9 and 10 of the Restated Certificate of Incorporation are incorporated herein by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the Year ended December 31, 1998.
/s/ Dennis W. Doll4.3President, Chief Executive Officer and Director (Principal Executive Officer)March 9, 2009
Dennis W. Doll  Certificate of Correction of Middlesex Water Company filed with the State of New Jersey on April 30, 1999, is incorporated herein by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K/A-2 for the year ended December 31, 2003.
 4.4  Certificate of Amendment to the Restated Certificate of Incorporation of Middlesex Water Company, filed with the State of New Jersey on February 17, 2000, is incorporated herein by reference to Exhibit 3.4 to the Company’s Annual Report on Form 10-K/A-2 for the year ended December 31, 2003.
/s/ John C. Cutting4.5DirectorMarch 5, 2009
John C. Cutting  Certificate of Amendment to the Restated Certificate of Incorporation of Middlesex Water Company, filed with the State of New Jersey on June 5, 2002, is incorporated herein by reference to Exhibit 3.5 to the Company’s Annual Report on Form 10-K/A-2 for the year ended December 31, 2003.
 4.6  By-laws of Middlesex Water Company are incorporated herein by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005.
/s/ Annette CatinoDirectorMarch 9, 2009
Annette Catino
 5   ** Opinion of Counsel Re: Legality of Securities Registered.
/s/ John R. Middleton M.D.DirectorMarch 9, 2009
John R, Middeton, M.D.
 23.1* Consent of Independent Registered Public Accounting Firm.
/s/ John P. MulkerinDirectorMarch 9, 2009
John P. Mulkerin
 23.2** Consent of Counsel is included in its legal opinion filed as Exhibit 5.
/s/ Walter G. ReinhardDirectorMarch 5, 2009
Walter G. Reinhard
 24   ** Power of Attorney (is included as a part of the signature page of this registration statement).
/s/ Jeffries Shein* Filed herewith.
DirectorMarch 9, 2009
** Jeffries SheinPreviously filed.

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