SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                                    FORM 8-K
                                    --------


     Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934





                         Date of Report: May 13, 2004



                             MIDDLESEX WATER COMPANY
                             -----------------------
             (Exact name of registrant as specified in its charter)



         NEW JERSEY                          0-422                22-1114430
         ----------                          -----                ----------
(State or other jurisdiction of          (Commission         (I.R.S. Employer
incorporation or organization)           File Number)        Identification No.)



            1500 RONSON ROAD, P.O. BOX 1500, ISELIN, NEW JERSEY 08830
            ---------------------------------------------------------
          (Address of principal executive offices, including zip code)


                                 (732)-634-1500
                                 --------------
              (Registrant's telephone number, including area code)





Middlesex Water Company


Item. 5. Other Events

Announcement of Closing on Public Offering of 700,000 Shares of Common Stock as
set forth in the attached press release.




                                    SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf of the
undersigned hereunto duly authorized.





                                    MIDDLESEX WATER COMPANY
                                         (Registrant)





                                    /s/Kenneth J. Quinn
                                    -------------------
                                    Kenneth J. Quinn
                                    General Counsel, Secretary and Treasurer



Dated:    May 13, 2004

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