UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549








FORM
      8-K








CURRENT
      REPORT


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








Date
      of
      Report:  OCTOBER 1, 2007











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.
                Employerincorporation
                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)

















Check
      the
      appropriate box below if the Form 8-K filing is intended to simultaneously
      satisfy the filing obligation of the registrant under any of the following
      provisions:





o  Written
      communications pursuant to Rule 425 under the Securities Act (17 CFR
      230.425)





o  Soliciting
      material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)





o  Pre-commencement
      communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
      240.14d-2(b))





o  Pre-commencement
      communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
      240.13e-4(c))












Item
      5.03    AMENDMENTS TO ARTICLES OF INCORPORATION OR
      BYLAWS





At
      its
      Board of Directors Meeting, held September 25, 2007 the Board approved an
      amendment to Article VII, of the By-Laws of Middlesex Water
      Company.  The amendement adds a new Section 5 to such Article
      VII.





In
      order
      to ensure that its securities are eligible for a Direct Registration Program,
      under rules adopted by NASDAQ and other major exchanges, the Company has
      deteremined to amend its By-Laws to allow for the issuance of securities that
      are not represented by physical certificates.





The
      amendment to the above reference By-laws is filed herewith as Exhibit 3 (ii)
      to
      this Current Report on Form 8-K and is incorporated herein by
      reference.














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 by the undersigned hereunto
      duly authorized.














MIDDLESEX
                WATER COMPANY(Registrant)By:
                s/Kenneth J. QuinnKenneth
                J. QuinnVice
                President, General Counsel,Secretary
                and Treasurer














Dated:  October
      1, 2007














Exhibit
                No.
            Description


3
                (ii)
            Amendment
                to By-Laws of Middlesex Water Company, amended effective September
                25,
                2007








RESOLVED,
      that Article VII, Capital Stock, of the By-Laws be amended effective immediately
      by adding a new Section 5 which reads as follows:





“Section
      5.  Notwithstanding
      anything herein to the contrary, the Company, or its Transfer Agent at the
      direction or authorization of the Company, may allow for the issuance of Company
      securities that are not represented by physical certificates.”