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 24, 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.
                8.01.**
            **Other
                Events**





Announcement
      regarding Annual Meeting of Middlesex Water Company in which Directors Annette
      Catino and Walter G. Reinhard were re-elected and shareholders voted to approve
      the amendment to the Restated Certificate of Incorporation to increase the
      authorized common stock from 20,000,000 shares to 40,000,000
      shares.











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
      24, 2007





2




















**MIDDLESEX
      WATER COMPANY HOSTS**


**ANNUAL
      MEETING OF SHAREHOLDERS**





ISELIN,
      NJ, (May 24,
      2007)  “Greater service capabilities, growth in our customer base, and
      an expanded footprint, including an approval to operate in Maryland, are part
      of
      Middlesex Water’s strategy to increase shareholder value,” said Dennis W. Doll,
      President and CEO,  at the Company’s Annual Meeting of Shareholders,
      held Wednesday, May 23, 2007 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 the Company’s increased focus on
      emergency planning, security, improved business processes and superior customer
      service.   He also discussed steady customer growth in the
      Company’s Delaware subsidiary, Tidewater Utilities, Inc., including the recent
      contract to acquire the wastewater system of the Town of Milton in Sussex
      County, DE.  “Our plan to continue to maximize shareholder value
      includes: timely rate relief for continued capital investment, the diligent
      management of costs; and profitable growth through organic customer growth,
      acquisitions at reasonable prices and complementary non-regulated products
      and
      services,” said Doll.


Bruce
      O’Connor, Vice President and Chief Financial Officer, reported on the Company’s
      financial performance including key drivers impacting 2006 earnings, the status
      of recent rate requests, capital investment plans for 2007 and the company’s
      dividend yield performance.


At
      the
      meeting, stockholders of the Company voted to re-elect Directors Annette Catino
      and Walter G. Reinhard.  Each director received at least 10,660,977
      votes or more than 83% of the total votes represented by shares outstanding
      or
      94% of the total votes cast.  Stockholders also voted on a proposal
      related to the Amendment of the Restated Certificate of Incorporation to
      increase the authorized common stock from 20,000,000 shares to 40,000,000
      shares. The proposal passed by a percentage of votes cast at 94.2%, more than
      the required two-thirds 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