SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

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Artesian Resources Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

N/A
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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ARTESIAN RESOURCES CORPORATION
664 Churchmans Road
Newark, Delaware 19702

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 1, 2002

To the holders of Class B Common Stock and
Class A Non-Voting Common Stock of Artesian Resources Corporation:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
ARTESIAN RESOURCES CORPORATION, a Delaware corporation (the "Company"), will be
held at the offices of the Company located at 664 Churchmans Road, Newark,
Delaware 19702, at 1:30 p.m. on May 1, 2002 (the "Annual Meeting"). A list of
stockholders entitled to vote at the Annual Meeting shall be open to the
examination of any stockholder, during ordinary business hours, beginning on
April 19, 2002 and continuing through the Annual Meeting.

At the Annual Meeting, you will be asked to:

1. Elect two directors;

2. Consider and vote upon a proposal to approve and adopt an
amendment to the Company's Restated Certificate of
Incorporation, as amended ("Restated Certificate"), to
increase the total number of authorized shares of capital
stock of the Company from 4,730,868 to 16,230,868, and to
increase the number of authorized shares of the Class A
Non-Voting Common Stock from 3,500,000 to 15,000,000; and

3. Transact such other business as may properly come before the
Annual Meeting or any adjournment thereof.

The Board of Directors is not aware of any other business to come
before the Annual Meeting.

Only holders of record of the Company's Class B Common Stock at the
close of business on April 1, 2002 will be entitled to notice of and to vote on
the election of directors.

Holders of record of the Company's Class B Common Stock and Class A
Non-Voting Common Stock at the close of business on April 1, 2002 will be
entitled to notice of and to vote with respect to the proposed amendment to the
Restated Certificate.

YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING; BUT TO ENSURE
THAT YOUR SHARES WILL BE REPRESENTED, PLEASE SIGN, DATE AND RETURN THE ENCLOSED
PROXY IN THE ENCLOSED ENVELOPE. THE PROXY WILL NOT BE USED IF YOU ATTEND AND
VOTE AT THE ANNUAL MEETING IN PERSON.

YOUR VOTE IS IMPORTANT. THE PROMPT RETURN OF PROXIES WILL SAVE THE
COMPANY THE EXPENSE OF FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE
ANNUAL MEETING. ACCORDINGLY, YOU ARE ASKED TO COMPLETE, SIGN AND RETURN THE
ACCOMPANYING PROXY CARD IN THE ENVELOPE PROVIDED, WHICH REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES.

By Order of the Board of Directors

Joseph A. DiNunzio,
Secretary
April 3, 2002

ARTESIAN RESOURCES CORPORATION

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 1, 2002

This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors (the "Board") of Artesian Resources
Corporation, a Delaware corporation (the "Company"), to be used at the Annual
Meeting of Stockholders (the "Annual Meeting") to be held at 1:30 p.m. (local
time) on May 1, 2002, at the offices of the Company located at 664 Churchmans
Road, Newark, Delaware 19702, and at any adjournments thereof. If the enclosed
form of proxy is signed, dated and returned, all shares represented thereby will
be voted as directed therein. This Proxy Statement and the enclosed form of
proxy card are being mailed to stockholders of the Company on or about April 3,
2002.

The Company will pay printing, mailing and other out-of-pocket expenses
in connection with the solicitation of proxies by and on behalf of the Board.
The Company has retained Georgeson Shareholder Communications Inc. to assist in
the solicitation of proxies for a fee estimated at $7,000, plus reimbursement of
out-of-pocket expenses. In addition to the use of the mails, certain directors,
officers and employees of the Company may solicit proxies by telecopy, telephone
and personal interviews.

As of April 1, 2002, the record date for the determination of
stockholders entitled to vote at the Annual Meeting, the Company had ___________
outstanding shares of Class B Common Stock, par value $1.00 per share (the
"Class B Stock"), and ___________ outstanding shares of Class A Non-Voting
Common Stock, par value $1.00 per share (the "Class A Stock"). The holders of
the Class B Stock are entitled to vote with respect to the election of directors
and the proposed amendment to the Restated Certificate to increase the total
number of authorized shares of the Company's capital stock and to increase the
total number of shares of the Class A Stock. In addition, a separate class vote
by the holders of the Class A Stock is required with respect to the increase in
the total number of authorized shares of the Class A Stock. Each holder of the
Class B Stock and the Class A Stock will have the right to one vote for each
share of which the holder is the owner of record as of the close of business on
April 1, 2002.

Shares held for employees in the Company's 401(k) Deferred Compensation
Plan (the "401(k) Plan") and Supplemental 401(k) Retirement Plan (the
"Supplemental Plan") will be voted by the trustees of the plans in accordance
with voting instruction returned to the trustees by participants in the plans.
In the event voting instructions are not received, the trustees may vote such
shares. Regardless of the size of your holdings, you are encouraged to complete
and return the proxy, so that all your shares may be voted at the meeting in
accordance with your instruction.

The presence of a majority of the outstanding shares of the Class B
Stock in person or by proxy will constitute a quorum for the election of
directors and the proposal to approve the amendment to the Restated Certificate.
Provided a quorum is present, directors will be elected by a plurality of the
votes validly cast in the election and the affirmative vote of a majority of the
outstanding shares of the Class B stock represented in person or by proxy will
be sufficient for approval of the proposed amendment to the Restated Certificate
to increase the total number of authorized shares of capital stock of the
Company from 4,730,868 to 16,230,868 shares, and to increase the total number of
authorized shares of the Class A Stock from 3,500,000 to 15,000,000 shares. In
addition, a separate class vote by the holders of the Class A Stock is required
to approve the portion of the proposed amendment to the Restated Certificate
relating to the increase in the total number of authorized shares of the Class A
Stock. The presence of a majority of the outstanding shares of the Class A Stock
in person or by proxy will constitute a quorum with respect to the vote on the
portion of the amendment relating to the increase in the total number of
authorized shares of the Class A Stock. Provided a quorum is present, the
affirmative vote of a majority of the outstanding shares of the Class A Stock
represented in person or by proxy is required to adopt this increase in the
authorized shares of the Class A Stock.

With regard to the election of directors, votes may be cast in favor of
or withheld. Votes that are withheld will be excluded entirely from the vote and
will have no effect, other than for purposes of determining the presence of a
quorum. With regard to the proposal to amend the Restated Certificate, votes may
be cast in favor of or against the proposal, or an abstention may be specified.
Abstentions from voting will be included in determining whether a quorum is
present, but will have the effect of votes against the proposed amendment to the
Restated Certificate. In addition, where brokers submit proxies but are
otherwise prohibited and thus must refrain from exercising discretionary

authority in voting shares on certain matters for beneficial owners who have not
provided voting instructions with respect to such matters (commonly referred to
as "broker non-votes"), those shares will be included in determining whether a
quorum exists but will have the effect of a vote against the proposal to amend
the Restated Certificate.

With respect to any other matter that may properly come before the
Annual Meeting, the affirmative vote of a majority of the votes cast by
stockholders entitled to vote thereon is required to take action, unless a
greater percentage is required by law, the Restated Certificate or the Company's
By-laws. For determining the number of votes cast with respect to any voting
matter, only those cast "for" or "against" are included. Broker non-votes and
abstentions will have no effect.

If a signed proxy is returned and the stockholder has not given
direction with respect to a voting matter in which such stockholder is entitled
to vote, the shares will be voted with respect to that matter by the proxy
agents as recommended by the Board.

REVOCABILITY OF PROXIES

Any proxy given pursuant to this solicitation may be revoked by the
person giving it any time before it is voted by delivering to the Secretary of
the Company at or before the Annual Meeting a subsequent written notice of
revocation or by executing and dating a subsequent proxy relating to the same
shares and delivering it to the Secretary of the Company at or before the Annual
Meeting. A proxy may also be revoked by attending the Annual Meeting and voting
in person.

PROPOSAL NO. 1 - ELECTION OF TWO DIRECTORS

In accordance with the provisions of the Company's By-laws, the Board
is divided into three classes. Members of each class serve for three years and
one class is elected each year.

At the Annual Meeting, two directors, representing one class, will be
elected to serve a three year term and until their successor shall have been
elected and qualified or until their earlier resignation or removal. The Board
recommends the election to the Board of Mr. John R. Eisenbrey, Jr. and Ms. Dian
C. Taylor. Each was last re-elected at the 1999 Annual Meeting of Stockholders.

Information concerning the nominees for election as directors is
presented below. Each nominee has consented to be named and, if elected, to
serve as a director. The persons named as proxy agents in the enclosed proxy
cards intend (unless instructed otherwise by a stockholder) to vote for the
election of Mr. John R. Eisenbrey, Jr. and Ms. Dian C. Taylor as directors.
Should either become unable to accept nomination or election, which is not
anticipated, the proxy agents intend to vote for the election of a substitute
nominee designated by the Board, unless the Board elects to reduce the number of
directors that constitutes the entire Board or leave the position vacant.

Name of Nominee Age Information About Nominee Served As
Director Since

John R. Eisenbrey, Jr. 46 Director; owner and President of Bear Industries, Inc., a 1993
privately held mechanical contracting firm specializing in fire
protection, for more than fifteen years. Mr. Eisenbrey is the
nephew of Dian C. Taylor and Norman H. Taylor, Jr. He serves on
the Audit; Personnel, Compensation, and Benefits; and Stock
Option Committees.

Dian C. Taylor 56 Director; Chair of the Board since July 1993, and Chief 1991
Executive Officer and President of the Company and its
subsidiaries since September 1992. Ms. Taylor has been employed
by Artesian since August 1991. She was formerly a consultant to
the Small Business Development Center at the University of
Delaware from February 1991 to August 1991; and owner and
President of Achievement Resources Inc. from 1977 to 1991.
Achievement Resources, Inc. specialized in strategic planning,
marketing, entrepreneurial and human resources development
consulting. Ms. Taylor was a marketing director for SMI, Inc.
from 1982 to 1985.

The Board unanimously recommends that the holders of Class B Stock vote
FOR the election of Mr. John R. Eisenbrey, Jr. and Ms Dian C. Taylor as
directors of the Company.

Information concerning each of the other current directors of the
Company whose terms are not up for election at the Annual Meeting is set forth
below. The term of Kenneth R. Biederman will expire at the 2003 Annual Meeting
of Stockholders. The terms of Norman H. Taylor, Jr. and William C. Wyer will
expire at the 2004 Annual Meeting of Stockholders.

Served As
Name of Director Age Information About Director Director Since

Kenneth R. Biederman 58 Director; Professor of Finance at the College of Business and 1991
Economics of the University of Delaware since May 1996. Interim
Dean of the College of Business and Economics of the University
of Delaware from February 1999 to June 2000. Dean of the College
of Business and Economics of the University of Delaware from 1990
to 1996. Director of Chase Manhattan Bank USA from 1993 to 1996.
Formerly a financial and banking consultant from 1989 to 1990 and
President of Gibraltar Bank from 1987 to 1989. Previously Chief
Executive Officer and Chairman of the Board of West Chester
Savings Bank; Economist and former Treasurer of the State of New
Jersey and Staff Economist for the United States Senate Budget
Committee. He serves on the Executive; Audit; Personnel,
Compensation and Benefits; Budget; and Stock Option
Committees.

Norman H. Taylor, Jr. 62 Director; Manager of Facilities and Vehicle Maintenance of 2001
Artesian Water Company, Inc. since July 1997. Mr. Taylor has been
employed by Artesian Water Company, Inc. since 1965 and has held
various operational and supervisory positions within the Company.
Mr. Taylor is the brother of Dian C. Taylor and the uncle of John
R. Eisenbrey, Jr. He serves on the Budget Committee.

William C. Wyer 55 Director; Managing Director of Wilmington Renaissance Corporation 1991
(formerly Wilmington 2000) since January 1998. Wilmington
Renaissance Corporation is a private organization seeking to
revitalize the City of Wilmington, Delaware. Mr. Wyer has served
as a director of GMAC Bank since August 200l. President of
AllNation Life Insurance and Senior Vice President of Blue
Cross/Blue Shield of Delaware from September 1995 to January
1998. Managing Director of Wilmington 2000 from May 1993 to
September 1995. Formerly President of Wyer Group, Inc. from 1991
to 1993 and Commerce Enterprise Group from 1989 to 1991, both of
which are management consulting firms specializing in operations
reviews designed to increase productivity, cut overhead and
increase competitiveness, and President of the Delaware State
Chamber of Commerce from 1978 to 1989. He serves on the
Executive; Audit; Budget; and Personnel, Compensation and
Benefits; and Stock Option Committees.

PROPOSAL NO. 2 - AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION

The Board is proposing an amendment to the Restated Certificate to increase the
number of total authorized shares of capital stock from 4,730,868 to 16,230,868
shares, and to increase the total number of authorized shares of the Class A
Stock from 3,500,000 to 15,000,000 shares.

Proposed Stock Split

The Board has declared a three-for-two split of the Class A Stock and the Class
B Stock (collectively, the "Common Stock") in the form of a stock dividend,
subject to stockholder approval of the proposed amendment to increase the
authorized shares of the Company's capital stock and the Class A Stock. The
Board declared the stock split to, among other things, reduce the trading price
of the Class A Stock to a level that makes it more affordable to a broader range
of investors and increase the trading volume of the Class A Stock. The Restated
Certificate also requires that in order to effect a dividend on the Class A
Stock, including a stock split in the form of a dividend distribution, the Board
must declare and pay the same dividend per share on the Class B Stock. The stock
split will not occur unless the amendment proposed in this Proposal No. 2 is
approved because the number of shares of Class A Stock that the Company is
currently authorized to issue is not sufficient to effect the stock split. There
are presently sufficient authorized shares of Class B Stock to effect the
proposed stock split of the Class B Stock; however, the declaration of a
three-for-two stock split of the Class B Stock approved by the Board is subject
to the Company's ability to consummate the proposed split of the Class A Stock.
Therefore, the stock split of the Class B Stock also will not occur unless the
amendment to increase both the total authorized shares of the Company's capital
stock and the total number of authorized shares of the Class A Stock under this
Proposal No. 2 is approved.

If the amendment proposed in this Proposal No. 2 is approved by the
stockholders, the record date for determining the shares of Common Stock subject
to the stock split will be May 3, 2002 ("Dividend Record Date"), and
certificates evidencing additional shares of the Class A Stock and the Class B
Stock, as the case may be, issuable as a result of the stock split will be
distributed on or about May 17, 2002. In the event the number of shares of
Common Stock issuable to a stockholder as a result of the stock split includes a
fraction of a share, except as set forth below, such stockholder will receive,
in lieu of such fractional share, an amount of cash, without interest thereon,
determined by multiplying (i) with respect to the Class A Stock, the closing
sale price per share of the Class A Stock as reported on the Nasdaq National
Market on the Dividend Record Date, and with respect to the Class B Stock, the
last sale price as reported on the OTC Bulletin Board on the Dividend Record
Date, by (ii) thirty-three and one-third percent (33 1/3%). Stockholders that
hold shares under the Company's Dividend Reinvestment and Stock Purchase Plan
will be allocated fractional shares under the plan.

None of the share-related data in this Proxy Statement is adjusted to take
account of the proposed stock split.

Purpose and Effect of the Proposed Amendment

After the stock split, if this Proposal No. 2 is approved, the Company will have
approximately __________ shares of the Class A Stock outstanding, leaving
approximately _________ shares of the Class A Stock available for future
issuance for valid corporate purposes such as acquisitions, financings,
incentive compensation and stock dividends. There currently are no arrangements,
agreements or understandings for the issuance or use of the additional
authorized shares of the Class A Stock that would become available under this
Proposal No. 2, other than the proposed stock split, issuances permitted or
required under the Company's Incentive Stock Option Plan (the "ISO Plan") and
1992 Non-Qualified Stock Option Plan (the "NQSO Plan"). However, the Board is
considering raising funds for the Company during the fiscal year 2002 through a
debt and/or equity offering. If an equity offering is completed, the Company
intends to use these additional shares of the Class A Stock. There can be no
assurance that either a debt or an equity offering will be initiated or
completed by the Company.. The Board does not presently intend to seek further
stockholder approval of any particular issuance of shares unless such approval
is required by law or the rules of the Nasdaq National Market.

If this Proposal No. 2 is approved, each of the newly authorized shares of the
Class A Stock will have the same rights and privileges as the currently
authorized shares of the Class A Stock. The proposed amendment will not change
the currently authorized number of shares of the Company's preferred stock,
which will remain designated in the following amounts: 10,868 shares of 7% Prior
Preferred Stock, par value $25.00 per share; 80,000 shares of Cumulative Prior
Preferred Stock, par value $25.00 per share; and 100,000 shares of Series
Preferred Stock, par value $1.00 per share. As of March 1, 2002, the Company had
10,868 shares of 7% Prior Preferred Stock outstanding, 8,000 shares of 9.96%
Cumulative Prior Preferred Stock outstanding and no shares of Series Preferred
Stock outstanding.

Stockholders do not have preemptive or similar rights to subscribe for or
purchase any additional shares of Common Stock that may be issued in the future,
and, therefore, future issuances of Common Stock may, depending on the
circumstances, have a dilutive effect on the earnings per share, voting power
(as applicable), and other interests of the existing stockholders.

Approval of this Proposal No. 2 could have an anti-takeover effect, although
that is not its intention. For example, if the Company were the subject of a
hostile takeover attempt, it could attempt to impede the takeover by issuing
additional shares of the Class A Stock, thereby diluting the voting power of the
other outstanding shares (to the extent that the holders of the Class A Stock
would be entitled to vote on the transaction) and increasing the potential costs
of the takeover. The availability of this defensive strategy to the Company
could discourage unsolicited takeover attempts, thereby eliminating the
opportunity for the Company's stockholders to realize a higher price for their
shares than is generally available in the public markets at the time. The Board
is not aware of any attempt, or contemplated attempt, to acquire control of the
Company, and this Proposal No. 2 is not presented with the intent that it be
utilized as a type of anti-takeover device.

Upon stockholder approval of the proposed amendment described in this Proposal
No. 2, the Company will file an Amendment to the Restated Certificate,
incorporating the proposed amendment, in substantially the same form as
presented in Appendix A of this Proxy Statement, with the Secretary of State of
the State of Delaware.

The Board reserves the right, pursuant to and in compliance with the applicable
provisions of Delaware corporate law, to cancel the proposed amendment to
increase the authorized shares of Company's capital stock or the increase in the
authorized shares of the Class A Stock at any time prior to such time as the
actual amendment to the Restated Certificate, as contemplated by this Proposal
No. 2, is filed with the office of the Secretary of State of the State of
Delaware and becomes effective, or to cancel the proposed stock split either
before or after the proposed amendment is filed and effective.

The Board recommends a vote FOR the proposed amendment to the Restated
Certificate to increase the total number of authorized shares of capital stock
of the Company from 4,730,868 to 16,230,868 shares, and to increase the total
number of authorized shares of the Class A Common Stock from 3,500,000 to
15,000,000 shares.

COMPENSATION OF DIRECTORS

Directors receive an annual retainer fee of $5,000 paid in advance.
Each director receives $900 for each Board meeting attended, $400 for each
committee meeting attended on the day of a regular Board meeting and $800 for
each committee meeting attended on any other day and $450 for each workshop
attended. The chair of each Committee receives an annual retainer of $500.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board, which met 12 times in 2001, has established five committees:
the Executive Committee, the Audit Committee, the Personnel, Compensation and
Benefits Committee, the Budget Committee and the Stock Option Committee.
Information with respect to the committees is set forth below.

Each director attended at least 75% of the aggregate of the meetings of
the Board and the committee or committees on which he or she served.

The Executive Committee reviews the implementation of the Company's
strategic vision and provides guidance to management. The Committee may exercise
all the powers and authority of the Board except as specifically limited by the
Company's By-laws. During 2001, the Executive Committee met two times.

The Budget Committee reviews the annual operating and capital budgets
prepared by management and monitors actual results in comparison to those
projected. During 2001, the Budget Committee met three times.

The Personnel, Compensation and Benefits Committee reviews the
compensation and benefits for all employees and makes recommendations regarding
employee compensation and benefits, officers' salaries and fees paid to members
of the Board. During 2001, the Personnel, Compensation and Benefits Committee
met three times.

The Stock Option Committee determines whether and what amounts of
shares should be granted under the ISO Plan and the NQSO Plan. During 2001, the
Stock Option Committee met once.

The Company has no Nominating Committee.

The Audit Committee reviews the procedures and policies relating to the
internal accounting procedures and controls of the Company, and provides general
oversight with respect to the accounting principles employed in the Company's
financial reporting. Members of the Audit Committee are non-employee directors.
As part of its activities, the Audit Committee meets with representatives of the
Company's management and independent accountants. The Audit Committee has
considered the extent and scope of non-audit services provided to the Company by
its outside accountants and has determined that such services are compatible
with maintaining the independence of the outside accountants. The Audit
Committee makes a recommendation each year to the Board concerning the choice of
the Company's independent accountants. During 2001, the Audit Committee met
three times.

AUDIT COMMITTEE REPORT

The Audit Committee reviews the Company's financial reporting processes
on behalf of the Board of Directors and operates under a formal written charter
approved and adopted by the Board. In fulfilling its oversight responsibilities,
the Audit Committee has reviewed and discussed the audited financial statements
contained in the Company's Annual Report on Form 10-K for the year ended
December 31, 2001 with the Company's management and with KPMG LLP, the
independent auditors for the Company. Management is responsible for the
financial statements and the reporting process. The independent auditors are
responsible for expressing an opinion on the conformity of those audited
statements with generally accepted accounting principals.

The Audit Committee has discussed with the independent auditors the
matters required to be discussed by Statement on Auditing Standards No. 61
(Codification of Statements on Auditing Standards). In addition, as required by
Independence Standards Board Standard No. 1 (Independence Discussions with Audit
Committees), the Audit Committee has received the written disclosures and the
letter from the independent auditors required under this standard, and the Audit
Committee has discussed with the independent auditors the auditors' independence
from the Company with the Company's management.

Fees Billed by Independent Auditors

The Company incurred the following fees for services provided by KPMG
LLP, the Company's independent auditors, for 2001.

Audit Fees

Aggregate fees for the 2001 year-end audit and the review of the
Company's Quarterly Reports on Form 10-Q during 2001 were $90,000.

Financial Information Systems Design and Implementation Fees

KPMG LLP did not provide any services related to financial information
systems design and implementation in 2001.

All Other Fees

Aggregate fees for all other services rendered, including tax return
preparation, and work relating to certain of the Company's proposed acquisitions
were $89,000 for 2001.

Based on the reviews and discussions referred to above, the Audit
Committee recommended to the Board that the audited financial statements for the
year ended December 31, 2001 be included in the Company's Annual Report on Form
10-K for the fiscal year 2001, for filing with the Securities and Exchange
Commission.

After considering the provision of services encompassed within the
disclosure above about Financial Information Systems Design and Implementation
Fees and All Other Fees, the Audit Committee has determined that the provision
of such services is compatible with maintaining KPMG LLP's independence.

The Audit Committee,

Kenneth R. Biederman, Chairman
John R. Eisenbrey, Jr.
William C. Wyer

SECURITY OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND
CERTAIN OTHER BENEFICIAL OWNERS

The following table sets forth the beneficial ownership of the equity securities
of the Company, as of March 1, 2002, for each director and nominee for director,
each executive officer named in the Summary Compensation Table, all directors
and executive officers as a group, and each beneficial owner of more than five
percent (5%) of the outstanding shares of any class of the Company's voting
securities, based in each case on information furnished to the Company.

Class A Non-Voting Class B Common 7% Prior Preferred
Common Stock Stock Stock
shares(1) percent(2) shares(1) percent(2) shares(1) percent(2)
------ ------- ------ ------- ------ -------

Dian C. Taylor (3) 43,288 2.6% 51,645 13.2% 24 --
664 Churchmans Road
Newark, Delaware 19702

Kenneth R. Biederman (3) 25,500 1.5% -- -- -- --

John R. Eisenbrey, Jr. (3)(4) 25,063 1.5% 19,820(4) 5.1% -- --
15 Albee Drive
Newark, Delaware 19702

Norman H. Taylor, Jr. (3)(5) 7,197 -- 101,007(5) 25.8% 24 --
1597 Porter Road
Bear, Delaware 19701

William C. Wyer 24,000 1.5% -- -- -- --

Joseph A. DiNunzio (3)(6) 15,621 -- 46 -- -- --

Bruce P. Kraeuter (3) 13,984 -- -- -- -- --

David B. Spacht (3) 9,294 -- 84 -- 31 --

John J. Schreppler, II 500 -- -- -- -- --

John M. Thaeder (3) 6,334 -- 606 -- -- --

Hilda Taylor 35,736 2.2% 52,407 13.4% 285 2.6%
4 East Green Valley Circle
Newark, DE 19711

Louisa Taylor Welcher (7) 9,078 -- 41,681 10.5% 201 1.8%
219 Laurel Avenue
Newark, DE 19711

Directors and Executive 171,281 9.9% 173,208 44.2% 79 --
Officers as a Group
(11 individuals)(8)

- -----------------
(1) The nature of ownership consists of sole voting and investment power
unless otherwise indicated. The amount also includes all shares
issuable to such person or group upon the exercise of options held by
such person or group to the extent such options are exercisable within
60 days after March 1, 2002.

(2) The percentage of the total number of shares of the class outstanding
is shown where that percentage is one percent or greater. Percentages
for each person are based on the aggregate number of shares of the
applicable class outstanding as of March 1, 2002, and all shares
issuable to such person upon the exercise of options held by such
person, to the extent such options are exercisable within 60 days of
that date.

(3) Includes options to purchase shares of the Class A Stock as follows:
Ms. Taylor (22,000 shares); Mr. Biederman (18,000 shares); Mr.
Eisenbrey (4,729 shares); Mr. Taylor (3,600 shares); Mr. Wyer (18,000
shares); Mr. DiNunzio (12,600 shares); Mr. Kraeuter (9,100 shares); Mr.
Spacht (8,352 shares); and Mr. Thaeder (3,600 shares).

(4) Includes 347 shares of the Class B Stock owned by a trust, of which Mr.
Eisenbrey, Jr. is a trustee and has a beneficial ownership interest,
and 196 shares of the Class B Stock held in custodial accounts for Mr.
Eisenbrey, Jr.'s daughters.

(5) Includes 718 shares of the Class B Stock and 173 shares of the Class A
Stock owned by Mr. Taylor's wife for which Mr. Taylor disclaims
beneficial ownership.

(6) Includes 12 shares of the Class A Stock held in custodial accounts for
Mr. DiNunzio's sons.

(7) Includes 64 shares of the Class B Stock held jointly by Ms. Welcher's
husband and son, 730 shares of the Class B Stock held by Ms. Welcher's
sons, 26 shares of the Company's 7% Prior Preferred Stock held by Ms.
Welcher's sons, 137 shares of the Class A Stock held by Ms. Welcher's
husband and 690 shares of the Class A Stock held by Ms. Welcher's sons,
for which Ms. Welcher disclaims beneficial ownership.

(8) Includes options to purchase 99,981 shares of the Class A Stock.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under Section 16(a) of the Securities Exchange Act of 1934, as amended,
directors, officers and certain beneficial owners of the Company's equity
securities are required to file reports of their transactions in the Company's
equity securities with the Securities and Exchange Commission on specified due
dates. In 2001, reports of transactions by all directors, officers and such
beneficial holders were timely filed, with the exception of a late filed Form 4
for Kenneth Biederman, reporting the sale of 800 shares of Class A Stock. In
making this statement, the Company has relied on the written representations of
its directors, officers and five percent (5%) stockholders and copies of the
reports that they filed with the Securities and Exchange Commission.

SUMMARY COMPENSATION TABLE

Executive Compensation

The following table sets forth a summary of the compensation for the three most
recent fiscal years earned by the Chief Executive Officer and the next five
highest paid executive officers whose annual salaries and bonuses exceeded
$100,000.

Annual Compensation Long Term Compensation
--------------------------- -------------------------------
Number of
Other Securities
Name and Salary Bonus Annual Underlying Options All Other
Principal Position Year ($) ($) Compensation Awarded (#) Compensation ($)
- ----------------------- ----- --------- --------- ------------ ------------------ -----------------

Dian C. Taylor 2001 204,615 75,665(1) 29,554 8,000 16,687(4)
Chair, CEO & President 2000 193,270 45,947(2) 18,540(3) 3,000 17,492(4)
1999 175,000 2,758 14,262(3) 8,000 15,639(4)

Joseph A. DiNunzio, Senior 2001 142,692 49,115(1) 1,313 5,000 13,211(4)
Vice President & Secretary 2000 133,270 20,628(2) 671 3,000 12,003(4)
1999 115,000 3,505 570 2,500 10,358(4)

David B. Spacht, Vice 2001 131,250 35,236(1) 959 3,000 10,134(4)
President, Treasurer & 2000 125,962 18,046(2) 1,071 3,000 8,827(4)
Chief Financial Officer 1999 115,000 2,725 1,668 2,500 8,060(4)

Bruce P. Kraeuter 2001 116,106 35,424(1) 1,980 3,000 12,393(4)
Vice President of 2000 112,808 10,272(2) 1,507 3,000 10,469(4)
Engineering & Water Supply 1999 94,000 2,785 1,220 2,500 8,552(4)

John M.Thaeder 2001 116,106 33,735(1) 1,807 3,000 6,738(4)
Vice President of 2000 106,538 9,839(2) 2,193 3,000 5,526(3)
Planning & Distribution 1999 91,385 2,662 1,421 2,500 2,402(3)

John J. Schreppler, II 2001 121,154 32,113(1) 3,000 -- --
Assistant Secretary & 2000 53,232 155 -- -- --
General Counsel -- -- -- -- -- --

- -------------------------
(1) Includes the realized value of the stock awards and cash bonuses
approved by the Personnel, Compensation and Benefits Committee on
October 1, 2001 under the Company's Cash and Stock Bonus Compensation
Plan to Ms. Taylor and Messrs. DiNunzio, Kraeuter, Spacht, Thaeder and
Schreppler on October 1, 2001. Ms. Taylor received 1,200 shares of
Class A Stock and $18,580 in cash. Mr. DiNunzio received 750 shares of
Class A Stock and $14,005 in cash. Mr. Kraeuter received 500 shares of
Class A Stock and $9,004 in cash. Mr. Spacht received 500 shares of
Class A Stock and $8,829 in cash. Mr. Thaeder received 500 shares of
Class A Stock and $9,004 in cash. Mr. Schreppler received 500 shares of
Class A Stock and $8,566 in cash. The cash portion of the bonuses were
issued to cover the individual tax liability associated with the stock
bonuses issued. The fair market value of the Class A Stock issued (and
included in the table above) was $26.25 per share based on the closing
price on the Nasdaq National Market on the date of the award.

(2) Includes the realized value of stock awards and cash bonuses approved
by the Personnel, Compensation and Benefits Committee on October 1,
2001 under the Company's Cash and Stock Bonus Compensation Plan to Ms.
Taylor and Messrs. DiNunzio, Kraeuter, Spacht and Thaeder on March 29,
2000. Ms. Taylor received 1,000 shares of Class A Stock and $20,855 in
cash. Mr. DiNunzio received 500 shares of Class A Stock and $9,424 in
cash. Mr. Kraeuter received 200 shares of Class A Stock and $2,859 in
cash. Mr. Spacht received 200 shares of Class A Stock and $2,159 in
cash. Mr. Thaeder received 200 shares of Class A Stock and $2,438 in
cash. The cash portion of the bonuses were issued to cover the
individual tax liability associated with the stock bonuses issued. The
fair market value of the Class A Stock issued (and included in the
table above) was $22.125 per share based on the closing price on the
Nasdaq National Market on the date of the award.

(3) Includes $19,300 in 2001, $11,200 in 2000 and $12,650 in 1999 received
as compensation for attendance at meetings of the Board and its
committees. In 2001 and 2000, Ms. Taylor received $8,958 and $5,764,
respectively, in medical expense reimbursements from the Company's
Officer's Medical Reimbursement Plan.

(4) The Company contributes two percent of an eligible employee's gross
earnings to the 401(k). In addition, the Company matches fifty percent
of the first six percent of the employee's gross earnings that the
employee contributes to the plan. Ms. Taylor received $8,793, $9,755
and $8,634 in Company contributions to the 401(k) Plan in 2001, 2000
and 1999, respectively. Mr. DiNunzio received $6,325, $6,670 and $5,753
in Company contributions to the 401(k) Plan in 2001, 2000 and 1999,
respectively. Mr. Spacht received $2,533, $2,522 and $2,303 in Company
contributions to the 401(k) Plan in 2001, 2000 and 1999, respectively.
Mr. Kraeuter received $6,788, $5,951 and $4,786 in Company
contributions to the 401(k) Plan in 2001, 2000 and 1999 respectively.
Mr. Thaeder received $6,738, $5,625 and $2,402 in Company contributions
to the 401(k) Plan in 2001, 2000 and 1999, respectively. In addition,
effective October 1, 1994, the Company established the Supplemental
Plan. All employees hired before April 26, 1994 and under the age of
sixty at that date are eligible for the Supplemental Plan. Employees
over the age of sixty waived participation in the Supplemental Plan in
order to receive Company paid medical, dental and life service. Ms.
Taylor received $7,894, $7,736 and $7,006 in Company contributions to
the Supplemental Plan in 2001, 2000 and 1999, respectively. Mr.
DiNunzio received $6,886, $5,336 and $4,606 in Company contributions to
the Supplemental Plan in 2001, 2000 and 1999, respectively. Mr. Spacht
received $7,600, $6,305 and $5,757 in Company contributions to the
Supplemental Plan in 2001, 2000 and 1999, respectively. Mr. Kraeuter
received $5,605, $4,518 and $3,766 in Company contributions to the
Supplemental Plan in 2001, 2000 and 1999, respectively.

Option Grants in Last Fiscal Year

The following table sets forth information regarding options granted in
the 2001 fiscal year to the executive officers named in the Summary Compensation
Table above.

Potential Realizable Value
at Assumed
Annual Rates of Stock Price
Individual Grants Appreciation for Option Term(1)
----------------------------------------------------------------- ----------------------------------
% of Total
Name/Number of Options Granted Market Price Exercise or
Securities Underlying to Employees in on Date of Base Price per Expiration
Options Granted Fiscal Year Grant ($) Share ($) Date 0%($) 5%($) 10%($)
- --------------------- ------------------ ------------ --------------- ------------ ------- ------- ---------

Dian C. Taylor
3,000(2) 10.6 24.400 21.960 May 30, 2001 7,320 53,355 123,982
5,000(3) 17.6 24.400 26.840 May 30, 2006 -- 21,506 62,282
Joseph A. DiNunzio
5,000(3) 17.6 24.400 24.400 May 30, 2011 -- 76,725 194,437
Bruce P. Kraeuter
3,000(3) 10.6 24.400 24.400 May 30, 2011 -- 46,035 116,662
David B. Spacht
3,000(3) 10.6 24.400 24.400 May 30, 2011 -- 46,035 116,662
John M. Thaeder
3,000(3) 10.6 24.400 24.400 May 30, 2011 -- 46,035 116,662
John J. Schreppler
3,000(3) 10.6 24.400 24.400 May 30, 2011 -- 46,035 116,662

- -------------------
(1) Amounts represent the hypothetical gains that could be achieved from
the respective options if exercised at the end of the option term.
These gains are based on assumed rates of stock appreciation of zero
percent (0%), five percent (5%) and ten percent (10%) compounded
annually from the date the respective options were granted to their
expiration date based upon the grant price.

(2) Option granted for Class A Stock under the NQSO Plan. These grants vest
in six months following the date of grant.

(3) Option granted for Class A Stock under the ISO Plan. These grants vest
annually in five equal installments from the date of grant.

Option Exercises and Fiscal Year End Values

The following table provides certain information concerning option
exercises during fiscal 2001 by the executive officers named in the Summary
Compensation Table, and year-end option value.

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option Values
- ----------------------------------------------------------------------------------------------------------------------------
Number of Securities Underlying Value of Unexercised
Shares Value Unexercised Options at Fiscal In-the-Money Options
Acquired on Realized Year End (#) at Fiscal Year End ($)
Name Exercise (#) ($) Exercisable/Unexercisable(1) Exercisable/Unexercisable(2)
- ------------ -------------- -------------- ------------------------------ ----------------------------

Dian C. Taylor -- -- 22,000 / 8,000 280,034 / 44,020

Joseph A. DiNunzio -- -- 12,600 / 8,900 190,630 / 66,366

Bruce P. Kraeuter -- -- 9,100 / 6,900 127,533 / 53,286

David B. Spacht 2,602 30,980 8,352 / 6,900 116,005 / 53,286

John M. Thaeder -- -- 3,600 / 6,900 42,253 / 53,286

John J. Schreppler -- -- 0 / 3,000 0 / 19,620

- ----------------
(1) All securities represent options to purchase shares of the Class A
Stock.

(2) The value of unexercised in-the-money options is calculated based on
the closing price of the Class A Stock on the Nasdaq National Market on
the date of grant of the option.

TRANSACTIONS WITH MANAGEMENT AND AFFILIATED INTERESTS

The Company's office building and shop complex are leased by Artesian
Water Company, Inc. ("Artesian Water"), the Company's regulated water utility
subsidiary, at an annual rental of approximately $180,000 from White Clay
Realty, a partnership which includes, among others, Dian C. Taylor, Louisa
Welcher (sister of Dian C. Taylor and Norman H. Taylor, Jr.), the estate of
Ellis D. Taylor (the uncle of Dian C. Taylor and Norman H. Taylor, Jr.) and a
trust in which John R. Eisenbrey, Jr. is one of the trustees and in which he has
a beneficial interest. The initial term of the lease expired in 1997. Artesian
Water exercised its option for the first of three five-year renewal periods
under the lease, extending the term through 2002. The lease may be terminated at
any time by Artesian Water through the purchase of the leased facilities for (1)
an amount equal to the sum of any mortgage on such facilities and any accrued
rental to date or (2) fair market value of the facilities, whichever is higher.

In 2001, Artesian Water purchased for $875,000, certain parcels of land
for water production wells from Glendale Enterprises Limited, a company
wholly-owned by the estate of Ellis D. Taylor.

On April 29, 1999, the Company entered into an agreement with Ellis D.
Taylor, who has since passed away, and his spouse Helena C. Taylor (the
"Taylors") to repurchase 126,353 shares of Class B Stock and 24,165 shares of
Class A Non-Voting Common Stock (the "Taylor Stock") owned by the Taylors. On
May 4, 1999, the Company executed a promissory note (the "Note") in the
principal amount of $4,450,000 representing the purchase price of the Taylor
Stock. Commencing on June 30, 1999, the Note is payable quarterly, on a calendar
basis, over a four year period. The outstanding balance on the Note bears
interest in an amount based on the quarterly dividend that the Taylors would

have received on the Taylor Stock transferred to, but not yet paid for by, the
Company. In addition, the principal installment is adjusted on a quarterly basis
to reflect changes in the book value per common share of the Company as reported
in its most recent quarterly financial statement distributed to stockholders
prior to the quarterly payment. For the year ended December 31, 2001, principal
payments (including book value adjustments) totaled $1,182,000 and interest
payments totaled $78,000. At December 31, 2001, the Company had $1,390,000
outstanding under the promissory note.

INDEPENDENT ACCOUNTANTS

KPMG LLP has been engaged by the Company to serve as its independent
accountants since 1994. A representative of KPMG LLP will attend the Annual
Meeting. This representative will have an opportunity to make a statement if he
or she desires to do so and will be available to respond to appropriate
questions.

ANNUAL REPORT

The Company's Annual Report for the year ended December 31, 2001,
including financial statements and other information with respect to the
Company, is enclosed with this Proxy Statement. Additional copies of this Annual
Report may be obtained by writing to the Secretary of the Company at 664
Churchmans Road, Newark, Delaware 19702.

OTHER MATTERS

Management is not aware of any other matters that may come before the
Annual Meeting. However, if any further business should properly come before the
Annual Meeting, the persons named in the enclosed proxy card will vote upon such
business in accordance with their best judgment.

STOCKHOLDER PROPOSALS FOR THE COMPANY'S NEXT ANNUAL MEETING

Proposals of stockholders of the Company that are intended to be
presented by such stockholders at the Company's next Annual Meeting of
Stockholders must be received by the Secretary of the Company at the Company's
offices located at 664 Churchmans Road, Newark, Delaware 19702, not later than
December 4, 2002 in order to be included in the Proxy Statement and form of
proxy relating to that meeting. However, if the date of the next Annual Meeting
is more than 30 days from the anniversary date of the Meeting, in order to be
included in the Proxy Statement and form of proxy relating to that meeting, a
stockholder's notice must be received a reasonable time before the Company
begins to print and mail the proxy materials for such Annual Meeting. In
addition, such proposals must comply with the requirements of Rule 14a-8, as
promulgated under Regulation 14A the Securities Exchange Act of 1934, as
amended, and their inclusion in the proxy statement will be determined pursuant
to Rule 14a-8..

If a stockholder of the Company wishes to present a proposal before the
Company's 2003 Annual Meeting but does not wish to have the proposal considered
for inclusion in the Company's proxy statement and proxy card, such stockholder
must also give written notice to the Secretary of the Company at the Company's
offices located at 664 Churchmans Road, Newark, Delaware 19702. The Company must
receive such notice no later than March 2, 2003 and no earlier than January 31,
2003. However, if the date of the 2003 Annual Meeting is more than 30 days prior
to, or more than 60 days after, the anniversary date of the Annual Meeting, to
be timely, a stockholder's notice must be received not earlier than 90 days
prior to the 2003 Annual Meeting and not later than the later of (i) 60 days
prior to the 2003 Annual Meeting and (ii) 10 days following the day on which
notice of the date of the 2003 Annual Meeting was mailed or was made public. In
addition, such proposals must comply with the requirements of the Company's
By-laws. If a stockholder fails to provide timely notice of a proposal to be
presented at the 2003 Annual Meeting, the proxies designated by the Board will
have discretionary authority to vote on any such proposal.

It is important that your shares be represented at the Annual Meeting.
Stockholders are urged to mark, date, execute and return promptly the
accompanying proxy card in the enclosed envelope.

By Order of the Board of Directors,

Joseph A. DiNunzio
Secretary

April 3, 2002

Appendix A - Amendment to Restated Certificate of Incorporation, as amended
Appendix B - Audit Committee Charter

Appendix A

CERTIFICATE OF AMENDMENT
OF THE
RESTATE CERTIFICATE OF INCORPORATION
OF
ARTESIAN RESOURCES CORPORATION

-------------------------------------

Under Section 242 of the General Corporation Law of the State of Delaware

-------------------------------------

Artesian Resources Corporation (the "Corporation"), a
corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware (the "DGCL"), for the purpose of
amending its Restated Certificate of Incorporation, as amended (the "Restated
Certificate of Incorporation"), pursuant to Section 242 of the DGCL, does hereby
certify as follows:

1. That Article FOURTH, Section I. of the Restated Certificate of
Incorporation be amended and restated in its entirety to read as follows:

"FOURTH: Section I. Authorized Shares and Designations. The total
number of shares of all classes of stock that the Corporation shall have
authority to issue is 16,230,868. Such shares shall be divided as follows:

1. 10,868 shares of 7% Prior Preferred Stock, par value
$25.00 per share, designated 7% Prior Preferred
Stock, aggregating $271,700.00;
2. 80,000 shares of Cumulative Prior Preferred Stock,
par value $25.00 per share, designated Cumulative
Prior Preferred Stock, aggregating $2,000,000.00;
3. 15,000,000 shares of Class A Non-Voting Common stock,
par value $1.00 per share, designated Class A
Non-Voting Common Stock;
4. 1,040,000 shares of Class B Common Stock, par value
$1.00 per share, designated Class B Common Stock; and
5. 100,000 shares of Series Preferred Stock, par value
$1.00 per share.

The powers, preferences, and rights, and the qualifications,
limitations, or restrictions of the designated classes and series of stock of
the Corporation are as follows:"

2. That the amendment set forth above has been duly adopted in
accordance with the provisions of Section 242 of the DGCL.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment of the Restated Certificate of Incorporation to be duly adopted and
executed in its corporate name and on its behalf by its duly authorized officer
as of the ___ day of ______, 2002.

ARTESIAN RESOURCES CORPORATION

By:____________________________________
Dian C. Taylor
Chief Executive Officer and President

Appendix B

Artesian Resources Corporation

Audit Committee of the Board of Directors

Committee Charter

Purpose:

The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities by reviewing: the
financial reports and other financial information provided by the Company to any
governmental body or the public; the Company's systems of internal controls
regarding finance, accounting and legal compliance that management and the Board
have established; and the Company's auditing, accounting and financial reporting
processes generally. Consistent with this function, the Audit Committee should
encourage continuous improvement of, and should foster adherence to, the
Company's policies, procedures and practices at all levels. The Audit
Committee's primary duties and responsibilities are to:

Serve as an independent and objective party to monitor the Company's financial
reporting process and internal control system.

Review and appraise the audit efforts of the Company's independent accountants.

Provide an open avenue of communication among the independent accountants,
financial and senior management and the Board of Directors.

Composition:

The Audit Committee shall be comprised of three or more directors as
determined by the Board, each of whom shall be independent directors, and free
from any relationship that, in the opinion of the Board, would interfere with
the exercise of his or her independent judgement as a member of the Committee.
All members of the Committee shall have a working familiarity with basic finance
and accounting practices, and at least one member of the Committee shall have
accounting or related financial management expertise.

The members of the Committee shall be elected by the Board at the
annual organizational meeting of the Board or until their successors shall be
duly elected and qualified. Unless a Chair is elected by the full Board, the
members of the Committee may designate a Chair by majority vote of the full
Committee membership.

Meetings:

As part of its job to foster open communications, the Committee should
meet at least annually with management and the independent accountants in
separate executive sessions to discuss any matters that the Committee or each of
these groups believe should be discussed privately. In addition, the Committee,
or at least its Chair, should meet with the independent accountants and
management quarterly to review the Company's financials.

Minutes of each meeting are to be prepared and delivered to each
committee member and to directors who are not members of the committee. If the
secretary of the corporation has not taken the minutes, they should be sent to
him or her for permanent filing.

Responsibilities and Duties:

To fulfill its responsibilities and duties the Audit Committee shall:

Documents/Reports Review

1. Review and update this Charter periodically, at least annually, as
conditions dictate.

2. Review the Company's annual financial statements and any reports or
other financial information submitted to any governmental body, or the
public, including any certification, report, opinion, or review
rendered by the independent accountants.

3. Review with financial management and the independent accountants the
10-Q prior to its filing or prior to the release of earnings. The Chair
of the Committee may represent the entire Committee for purposes of
this review.

Independent Accountants

1. Recommend to the Board of Directors the selection of the independent
accountants, considering independence and effectiveness and approve the
fees and other compensation to be paid to the independent accountants.
On an annual basis, the Committee should review and discuss with the
independent accountants all significant relationships the independent
accountants have with the Company to determine the accountants'
independence.

2. Review the performance of the independent accountants and approve any
proposed discharge of the independent accountants when circumstances
warrant.

3. Periodically consult with the independent accountants out of the
presence of management about internal controls and the fullness and
accuracy of the organization's financial statements.

4. Review the proposed scope of the annual year-end audit with the
independent accountants before they begin their examination to
determine that management has imposed no restrictions and that any
problem areas will get special attention.

Financial Reporting Processes

1. In consultation with the independent accountants, review the integrity
of the organization's financial reporting processes, both internal and
external.

2. Consider and approve, if appropriate, major changes to the Company's
auditing and accounting principles and practices as suggested by the
independent accountants, management, or the internal accounting
department.

Process Improvement

1. Establish regular and separate systems of reporting to the Audit
Committee by each of management and the independent accountants
regarding any significant judgements made in management's preparation
of the financial statements and the view of each as to the
appropriateness of such judgements.

2. Following completion of the annual audit, review separately with each
of management and the independent accountants any significant
difficulties encountered during the course of the audit, including any
restrictions on the scope of work or access to required information.
Review the results of the year-end audit with the independent
accountants to determine whether the independent accountants are
satisfied with the financial statements and related disclosures. At the
same time, the Committee shall obtain sufficient information about the
examination to enable it to respond to inquiries by the full Board. The
Board shall rely upon the Committee to recommend whether the financial
statements should be approved for inclusion in the annual report.

3. Consider the nature of the independent accountant's report letter and,
in situations where other than an unqualified report is contemplated,
obtain a complete explanation. The Committee shall ascertain that the
independent accountants were not restricted in performing their
examination. The Committee shall receive explanations for significant
adjustments proposed but not recorded and adjustments recorded but not
previously contemplated. The Committee shall be responsible for
obtaining all relevant information about the audit and communicating it
in a meaningful manner to the full Board.

4. Review any significant disagreement among management and the
independent accountants in connection with the preparation of the
financial statements.

5. Review with the independent accountants and management the extent to
which changes or improvements in financial or accounting practices, as
approved by the Committee, have been implemented.

Legal Compliance

1. Ensure that management has the proper review system in place to ensure
that the Company's financial statements, reports and other financial
information disseminated to governmental organizations, and the public
satisfy legal requirements.

2. Review as appropriate, with the Company's legal counsel, any legal
matter that could have a significant impact on the Company's financial
statements.

3. Perform any other activities consistent with this Charter, the
Company's By-laws and governing law, as the Committee or the Board
deems necessary or appropriate.

ARTESIAN RESOURCES CORPORATION

CLASS A NON-VOTING COMMON STOCK

PROXY

This proxy is solicited on behalf of the Board of Directors of the Company
for the Annual Meeting of Stockholders.

The undersigned hereby appoints Kenneth R. Biederman, Norman H. Taylor, Jr. and
William C. Wyer, or any one of them with power of substitution in each, to
represent the undersigned as proxies at the Annual Meeting of Stockholders of
Artesian Resources Corporation (the "Company") to be held on May 1, 2002 (the
"Annual Meeting"), and at any adjournment thereof, and thereat to vote the same
number of shares as the undersigned would be entitled to vote if then personally
present.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL LISTED BELOW.

(IMPORTANT TO BE SIGNED AND DATED BELOW. THANK YOU FOR VOTING.)

Please mark votes as in this example [ X ].

PROPOSAL TO AMEND THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION, AS
AMENDED, TO INCREASE THE TOTAL NUMBER OF AUTHORIZED SHARES OF CAPITAL STOCK OF
THE COMPANY FROM 4,730,868 TO 16,230,868, AND TO INCREASE THE TOTAL NUMBER OF
AUTHORIZED SHARES OF THE CLASS A NON-VOTING STOCK FROM 3,500,000 TO 15,000,000

[ ] FOR [ ] AGAINST [ ] ABSTAIN

This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned stockholder. If no direction is made, this proxy will be
voted FOR the proposed amendment to the Company's Restated Certificate of
Incorporation, as amended, to increase the total authorized shares of the
Company's capital stock and the Class A Non-Voting Stock. In their discretion,
the proxies listed above are authorized to vote upon such other business as may
properly come before the Annual Meeting or any postponement or adjournment
thereof.

Place Signature below:

- --------------------------------------------
Date: _____________, 2002
- --------------------------------------------

Note: Please sign this proxy exactly as name(s) appear hereon. When signing as
attorney-in-fact, executor, administrator, trustee, or guardian, please add your
title as such, and if signed as a corporation, please sign with full corporate
name by duly authorized officer or officers. If a partnership, please sign in
partnership name by authorized person. Where stock is issued in the name of two
or more persons, all such persons should sign.

ARTESIAN RESOURCES CORPORATION

CLASS B COMMON STOCK

PROXY

This proxy is solicited on behalf of the Board of Directors of the Company
for the Annual Meeting of Stockholders.

The undersigned hereby appoints Kenneth R. Biederman, Norman H. Taylor, Jr. and
William C. Wyler, Jr., or any one of them with power of substitution in each, to
represent the undersigned as proxies at the Annual Meeting of Stockholders of
Artesian Resources Corporation (the "Company") to be held on May 1, 2002 (the
"Annual Meeting"), and at any adjournment thereof, and thereat to vote the same
number of shares as the undersigned would be entitled to vote if then personally
present.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR BOTH OF THE PROPOSALS LISTED BELOW.

(IMPORTANT TO BE SIGNED AND DATED BELOW. THANK YOU FOR VOTING.)

Please mark votes as in this example [ X ].

1. ELECTION OF TWO (2) DIRECTORS

NOMINEES: John R. Eisenbrey, Jr.
Dian C. Taylor

[ ] FOR all nominees listed (except as marked to the contrary below)
[ ] AGAINST all nominees listed

(INSTRUCTION: To withhold authority to vote for any individual nominee,
write the nominee's name on the line below)

----------------------------------------------

2. PROPOSAL TO AMEND THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION,
AS AMENDED, TO INCREASE THE TOTAL NUMBER OF AUTHORIZED SHARES OF
CAPITAL STOCK OF THE COMPANY FROM 4,730,868 TO 16,230,868, AND TO
INCREASE THE TOTAL NUMBER OF AUTHORIZED SHARES OF THE CLASS A
NON-VOTING STOCK FROM 3,500,000 TO 15,000,000

[ ] FOR [ ] AGAINST [ ] ABSTAIN

This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned stockholder. If no direction is made, this proxy will be
voted FOR the proposed amendment to the Company's Restated Certificate of
Incorporation, as amended, to increase the total authorized shares of the
Company's capital stock and the Class A Non-Voting Stock, and FOR the listed
nominees in the election of the two (2) directors. In their discretion, the
proxies listed above are authorized to vote upon such other business as may
properly come before the Annual Meeting or any postponement or adjournment
thereof.

Place signature below:

- ----------------------------------

- ---------------------------------- Date: _____________, 2002