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:  May 23, 2008
 
 
 
 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:
 
 [  ]  Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
 
 [  ]  Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
 
 [  ]  Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
 
 [  ]  Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
 
  
  Item.
8.01.     Other Events
 
 Announcement
regarding press release issued May 22, 2008 about the Annual Meeting of
Middlesex Water Company in which Directors John R. Middleton, M.D., Jeffries
Shein, and J. Richard Tompkins were re-elected and shareholders voted to approve
the new 2008 Restricted Stock Plan and voted to approve the outside Director
Stock Compensation Plan.
 
 
 
 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.
      QuinnKenneth
      J. QuinnVice
      President, General Counsel,Secretary
      and Treasurer
 
 
 Dated:    May
23, 2008
 
 2
 
  
  
 
 
 
 MIDDLESEX
WATER COMPANY HOSTS
 ANNUAL
MEETING OF SHAREHOLDERS
 
 ISELIN, NJ, (May 22,
2008)  “Organic customer growth, timely and adequate rate case
outcomes, and the pursuit of value-driven acquisitions and operating contracts
are ways Middlesex Water Company intends to increase shareholder value,” said
Dennis W. Doll, President and CEO,  at the Company’s Annual Meeting of
Shareholders, held Wednesday, May 21, 2008 at its corporate headquarters.
Middlesex Water Company, (NASDAQ:MSEX), is a provider of water and wastewater
and related services in New Jersey and Delaware.
 In his
remarks to shareholders, Mr. Doll discussed recent highlights including the
Company’s being named one of the Top 100 Most Trustworthy Companies in
America.  He also described the company’s growing expertise in
offering a full range of water and wastewater solutions and its ongoing
commitment to green energy.  Mr. Doll discussed the importance of
technology in improving business processes and delivering customer service and
the Company’s plans to implement an enterprise wide technology
platform.   “We continue to see opportunities for water and
wastewater in New Jersey, Delaware, Maryland and beyond as our reputation for
providing sound technical solutions grows among developers, municipalities and
counties,” said Doll.
 Bruce
O’Connor, Vice President and Chief Financial Officer, reported on the Company’s
financial performance 2007 and the first quarter of 2008 which included a
discussion of the key drivers impacting earnings.  Mr. O’Connor also
discussed the capital expenditure plans and funding for 2008 as well as the
Company’s strong dividend yield and investment performance for its
shareholders.    Management’s presentation to shareholders
may be viewed on the company’s website at www.middlesexwater.com
in the Investor Relations area under Presentations.
 At the
meeting, stockholders of the Company voted to re-elect Directors John R.
Middleton, M.D., Jeffries Shein and J. Richard Tompkins.  Each
director received at least 9,098,808 votes or more than 83% of the total votes
represented by shares outstanding or 83% of the total votes
cast.  Stockholders also voted on two other proposals. The proposal to
approve the new 2008 Restricted Stock Plan, passed by a percentage of votes cast
at 92%, which is more than the majority of the shares voted.  The
proposal to approve the Outside Director Stock Compensation Plan passed by a
percentage of votes cast at 91%, which is more than the majority of shares
voted.
 About Middlesex Water
Company
 Middlesex Water Company, organized in
1897, is an investor-owned water utility, serving customers in central and
southern New Jersey and in the State of Delaware.  The Company and its
New Jersey subsidiaries – Pinelands Water Company and Pinelands Wastewater
Company—are subject to the regulations of the Board of Public Utilities of the
State of New Jersey.  Middlesex Water operates the water and
wastewater utilities for the City of Perth Amboy through its subsidiary, Utility
Service Affiliates (Perth Amboy), Inc.  Middlesex Water also provides
contract operations services and a service line maintenance program through its
non-regulated subsidiary, Utility Service Affiliates, Inc.  The
Company’s regulated Delaware subsidiaries, Tidewater Utilities, Inc., together
with Southern Shores Water Company, and Tidewater Environmental Services, Inc.
(TESI) are subject to the regulations of the Public Service Commission in
Delaware.  TESI provides regulated wastewater utility
services.  White Marsh Environmental Systems, Inc. operates small
water and wastewater systems under contract on a non-regulated basis in
Delaware.  These companies are also subject to various Federal, State
and regulatory agencies concerning water and wastewater effluent, quality
standards.
 For
additional information regarding Middlesex Water Company, visit the Company’s
Web site at www.middlesexwater.com
or call (732) 634-1500.
  This
release contains forward looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, including, among
others,  our long-term strategy and expectations, the status of our
acquisition program, the impact of our acquisitions, the impact of current and
projected rate requests and the impact of our capital program on our
environmental compliance. There are important factors that could cause actual
results to differ materially from those expressed or implied by such
forward-looking statements including: general economic business conditions,
unfavorable weather conditions, the success of certain
cost  containment initiatives, changes in regulations or regulatory
treatment, availability and the cost of capital, the success of growth
initiatives and other factors discussed in our filings with the Securities and
Exchange Commission.
 
 Contact:
 Bernadette
Sohler, Vice President – Corporate Affairs
 Middlesex
Water Company
 1500
Ronson Road
 Iselin,
New Jersey  08830
 www.middlesexwater.com