Registration   No.














SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549


_____________________


FORM S-3


REGISTRATION
STATEMENT


Under


THE
SECURITIES ACT OF 1933


_____________________


MIDDLESEX
WATER COMPANY


(Exact
name of registrant as specified in its charter)




New
      Jersey
                    22-1114430(State
      or other jurisdiction of incorporation or organization)
                    (I.R.S.
      Employer Identification
No.)





1500
Ronson Road, Iselin, New Jersey 08830


(732)
634-1500


(Address,
including zip code, and telephone number, including area code, of registrant's
principal executive offices)


_____________________


KENNETH
J. QUINN


Vice
President, General Counsel, Secretary and Treasurer


Middlesex
Water Company


1500
Ronson Road, Iselin, New Jersey 08830-3020


(732)
634-1500


(Name,
address, including zip code. and telephone number, including area code, of agent
for service)


_____________________


With
Copies to:


DOUGLAS
R. BROWN, ESQ.


Norris,
McLaughlin & Marcus, P.A.


721
Route 202-206, P.O. Box 1018


Bridgewater,
New Jersey 08807


(908)
722-0700


_____________________




Approximate date of commencement of
proposed sale to the public:As soon as practicable after the effective
date of this Registration Statement.


_____________________




If the
only securities being registered on this Form are being offered pursuant to
dividend or reinvestment plans, please check the following box. ý




If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or reinvestment plans,
check the following box.  ̈




If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective,
registration statement for the same offering.  ̈




If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering.  ̈




If this
Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box.  ̈




If this
Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box.  ̈




_____________________





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large
      accelerated filer:  ̈
              Accelerated
      filer: ýNon-accelerated
      filer:  ̈
              Smaller
      reporting company:  ̈(Do
      not check if a smaller reporting company)





CALCULATION
      OF REGISTRATION FEETitle
      of each class of securities
                to
      be registered
              Amount
      to
                be
      registered
              Proposed
                maximum
                offering
      price
                per
      share
              Proposed
                maximum
                aggregate
                offering
      price
              Amount
      of
                registration
      fee 1Common
      Stock
              80,000
      shares
              $12.05
              $964,000.00
              $80.00




__________________________________


1 Estimated
solely for the purpose of calculating the registration fee.  Such
estimate has been computed in accordance with Rule 457(c) under the Securities
Act based on the average of the high and low prices of the Registrant’s Common
Stock as reported on the Nasdaq Global Select Market on March 9,
2009.















P R O S P E C T U
S


MIDDLESEX
WATER COMPANY


Dividend
Reinvestment and Common Stock Purchase Plan


Common
Stock (Without Par Value)


Dear
Investor:





Middlesex
Water Company (the “Company”) is pleased to offer the Middlesex Water Company
Dividend Reinvestment and Common Stock Purchase Plan (the
“Plan”).  The Plan is a direct stock purchase plan designed to provide
existing holders of Company Common Stock with a convenient method to purchase
additional shares and to reinvest cash dividends paid on the Company’s Common
Stock in the purchase of additional shares of Common Stock.





Key
features of the Plan are summarized below:





·
            To
      open a new Plan account, you will be required to authorize the
      reinvestment of dividends on at least ten (10)
  shares.





·
            If
      you currently own fewer than ten (10) registered shares, you may authorize
      the reinvestment of dividends on the shares you currently own and include
      an optional cash payment with your Authorization Form sufficient to
      purchase remaining shares required to enroll.  Therefore, if you
      own at least one share of Common Stock, registered in your name, you may
      participate by completing and returning an enrollment form and following
      the optional cash payment instructions set forth in this Prospectus (see
      Question 17).





·
            Once
      you have enrolled, you may elect to have dividends on all or part of your
      shares automatically reinvested in shares of Common Stock at market
      prices.





·
            In
      addition, you may invest optional cash payments of $25 or more (maximum
      $25,000 per calendar quarter) in the purchase of Common Stock at market
      prices.





·
            Eligible
      employees of the Company (and its subsidiary companies and affiliated
      companies) have the additional option of utilizing automatic payroll
      deductions to purchase shares.





·
            As
      a participant, you may (but are not required to) deposit your Company
      Common Stock certificates with the Plan Agent for
    safekeeping.





·
            The
      Company may, from time to time, make shares available to Plan participants
      at a discount of up to five percent (5%) from market
    prices.





The
Company has reserved a total of 1,780,000 shares of Common Stock to be used in
connection with the Plan.  As of the date of this Prospectus, 80,000
shares remain available for issuance under the Plan.  Although the
Plan contemplates the continued payment of quarterly dividends, the Company can
make no assurances in that regard.




Sincerely,/s/
      Dennis W. DollDennis
      W. DollPresident
      and Chief Executive Officer





1


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


THESE
SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE


SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED
UPON THE ACCURACY OF THIS PROSPECTUS.


ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


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





The
date of this Prospectus is March 13, 2009





NO
PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS.  IF ANY
OTHER INFORMATION OR REPRESENTATIONS ARE GIVEN OR MADE, YOU MUST NOT RELY ON
THEM AS HAVING BEEN AUTHORIZED.





This
Prospectus does not constitute an offer to sell or a solicitation of an offer to
buy shares of Company Common Stock in any state or other jurisdiction to any
person to whom it is unlawful to make such an offer or
solicitation.





Neither
the delivery of this Prospectus nor any sale made hereunder should be deemed to
imply that there has been no change in the affairs of the Company since the date
of this Prospectus or that the information herein is correct as of any time
subsequent to its date.  This Prospectus relates only to the Common
Stock offered hereby and is not to be relied upon in connection with the
purchase or sale of any other securities in the Company.


2








TABLE
OF CONTENTS


PageMiddlesex
      Water Company
                                                                                      4Available
      Information; Incorporation of Certain Documents by
    Reference
                                                                                      4DESCRIPTION
      OF THE PLAN
                                                                                      5PURPOSE
      OF THE PLAN
                                                                                      5ADVANTAGES
      AND DISADVANTAGES OF THE PLAN
                                                                                      5ADMINISTRATION
      OF THE PLAN
                                                                                      6PLAN
      ELIGIBILITY AND ENROLLMENT
                                                                                      6DIVIDEND
      REINVESTMENT
                                                                                      7OPTIONAL
      CASH PAYMENTS
                                                                                      8PURCHASE
      OF COMMON STOCK
                                                                                      9CUSTODIAL
      SERVICE
                                                                                      10ISSUANCE
      OF STOCK CERTIFICATES
                                                                                      10GIFTS
      AND TRANSFERS OF SHARES
                                                                                      11CHANGING
      METHOD OF PARTICIPATION AND WITHDRAWAL
                                                                                      11ADDITIONAL
      INFORMATION
                                                                                      12LIMITATION
      OF LIABILITY
                                                                                      13U.S.
      FEDERAL INCOME TAXATION
                                                                                      14USE
      OF PROCEEDS
                                                                                      14LEGAL
      MATTERS
                                                                                      14EXPERTS
                                                                                      14INDEMNIFICATION
                                                                                      15





3


Middlesex
Water Company





Middlesex Water Company has operated as
a water utility in New Jersey since 1897, and in Delaware, through our
wholly-owned subsidiary, Tidewater Utilities, Inc. (“Tidewater”), since 1992. We
are in the business of collecting, treating, distributing and selling water for
domestic, commercial, municipal, industrial and fire protection
purposes.  We also operate a New Jersey municipal water and wastewater
system under contract and provide wastewater services in New Jersey and Delaware
through our subsidiaries, including Tidewater (and Tidewater’s wholly owned
subsidiaries, Southern Shores Water Company, LLC (“Southern Shores”), and White
Marsh Environmental Systems, Inc. (“White Marsh”)) Tidewater
Environmental  Services, Inc. (“TESI”), Pinelands Water Company
(“Pinelands Water”), Pinelands Wastewater Company (“Pinelands Wastewater”),
Utility Service Affiliates, Inc. (“USA”), and Utility Service Affiliates (Perth
Amboy) Inc. (“USA-PA”).  We are regulated as to the rates charged to
customers for water and wastewater services, as to the quality of water service
we provide and as to certain other matters.  Only our USA, USA-PA and
White Marsh subsidiaries are not regulated utilities.





Our
Middlesex System provides water service to approximately 59,700 retail
customers, primarily in central New Jersey.  The Middlesex System also
provides water service under contract to municipalities in central New Jersey
with a total population of approximately 303,000.  Through our
subsidiary, USA-PA, we operate the water supply system and wastewater system for
the City of Perth Amboy, New Jersey.  Our other New Jersey
subsidiaries, Pinelands Water and Pinelands Wastewater, provide water and
wastewater services to residents in Southampton Township, New
Jersey.  Our USA subsidiary offers residential customers in New Jersey
and Delaware a service line maintenance program called LineCareSM.





Our
Delaware subsidiaries, Tidewater and Southern Shores, provide water services to
approximately 35,500 retail customers in New Castle, Kent and Sussex Counties,
Delaware.  Our TESI subsidiary provides regulated wastewater service
to approximately 1,800 residential retail customers in Delaware.  Our
White Marsh subsidiary serves an additional 7,200 customers under unregulated
operating contracts with various owners of small water and wastewater systems in
Kent and Sussex Counties.





Available
Information





The
Company is subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") and, in accordance therewith, files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission").  Such reports, proxy statements and
other information can be inspected and copied at the Public Reference Room
maintained by the Commission at 100 F. Street, N.E., Washington, D.C. 20549. You
may obtain information on the operation of the Public Reference Room by calling
the Commission at 1-800-SEC-0330.  Copies of such material can be
obtained from the Public Reference Section of the Commission, 100 F Street,
N.E., Washington, D.C. 20549 at prescribed rates. The Commission maintains a web
site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the Commission.
The address of the Commission's web site is http://www.sec.gov.





Incorporation
of Certain Documents by Reference





The
Company has filed the following documents with the SEC.  They are
hereby incorporated herein by reference:





(a)
            The
      Company’s Annual Report on Form 10-K for the year ended December 31, 2008,
      filed on March 13, 2009.





(b)
            The
      material under the caption "Description of Capital Stock" in the Company's
      Registration Statement on Form 8-A under Section 12(g) of the Securities
      Exchange Act of 1934, which incorporates by reference the information
      under "Common Stock" in the prospectus constituting a part of the
      Company's Registration Statement on Form S-1 (File No.
      2-55058).


4





(c)
            All
      documents filed by the Company after the date of this Registration
      Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
      Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to
      the filing of a post-effective amendment which indicates that all
      securities offered have been sold or which deregisters all securities then
      remaining unsold, hereby are incorporated herein by reference and shall be
      deemed a part hereof from the date of filing of such
      documents.  Any statement contained in a document incorporated
      or deemed to be incorporated by reference herein shall be deemed to be
      modified or superseded for purposes of this Registration Statement to the
      extent that a statement contained herein or in any other subsequently
      filed document which also is or is deemed to be incorporated by reference
      herein modifies or supersedes such statement.  Any such
      statement so modified or superseded shall not be deemed, except as so
      modified or superseded, to constitute a part of this Registration
      Statement.





Copies of
documents incorporated herein by reference may be obtained upon written or oral
request without charge from the headquarters office of the Company, Middlesex
Water Company, 1500 Ronson Road, Iselin, New Jersey 08830 (732) 634-1500, Attn:
A. Bruce O’Connor, Vice President  & Chief Financial Officer (732)
638-7502.





DESCRIPTION
OF THE PLAN





PURPOSE
OF THE PLAN





1.
            What
      is the purpose of the Plan?





The
purpose of the Plan is to promote long-term stock ownership among existing
investors in the Company by providing a convenient and economical method to
purchase shares of Common Stock and reinvest cash dividends in shares of Common
Stock.





ADVANTAGES
AND DISADVANTAGES OF THE PLAN





2.
            What
      are some advantages of enrolling in the
Plan?





·
            Cash
      dividends on the shares held in your Plan account can be automatically
      reinvested in shares of Common
Stock.





·
            You
      pay no commission or service charge on purchases made under the
      Plan.





·
            You
      may purchase shares of Common Stock with optional cash payments of at
      least $25, subject to a maximum of $25,000 per calendar
      quarter.





·
            Full
      investment of the funds you choose to invest is possible because
      fractional shares, as well as whole shares, will be credited to your Plan
      account.





·
            Safekeeping
      of the shares held in your account is assured since those share
      certificates are not issued to you
directly.





·
            For
      simplified recordkeeping, you will receive regular statements of your Plan
      account.





·
            If
      you are employed by the Company (or its subsidiaries and other
      affiliates), and are otherwise eligible to participate, you may make
      purchases through a program of regular payroll
  deductions.




What are some disadvantages of enrolling in the Plan?





·
            You
      will be treated as having received dividend income on the dividend payment
      date for Federal income tax purposes; such dividends will generally give
      rise to a tax liability even though no cash was actually paid to
      you.


5





·
            You
      bear the risk of loss and the benefits of gain from market price changes
      for all of your shares of common stock.  NEITHER WE NOR THE PLAN
      ADMINISTRATOR CAN GUARANTEE THAT SHARES OF COMMON STOCK PURCHASED UNDER
      THE PLAN WILL, AT ANY PARTICULAR TIME, BE WORTH MORE OR LESS THAN THEIR
      PURCHASE PRICE.





ADMINISTRATION
OF THE PLAN





3.
            Who
      administers the Plan?





The
Plan is administered by Registrar and Transfer Company of Cranford, New Jersey
(the “Plan Agent”).  As Plan Agent, Registrar and Transfer Company
keeps records, sends statements of account to Plan participants and performs
other duties relating to the Plan.  The Common Stock purchased in your
Plan account will be registered in the name of the Plan Agent, or its nominee,
as your agent.  You may, at any time, withdraw all or any part of the
shares held in your Plan account.  (See Questions 31 and
35.)  Special arrangements may be made with the Plan Agent if you are
an institution that is required by law to maintain physical possession of share
certificates.





4.
            How
      do I contact the Plan Agent or the
Company?





Plan
      Agent
            CompanyWritten
      Inquiries:
            Middlesex
      Water Company
            Middlesex
      Water Companyc/o
      Registrar and Transfer Company
            1500
      Ronson RoadDividend
      Reinvestment Department
            Iselin,
      New Jersey 0883010
      Commerce Drive
            Attn:
      Investor RelationsCranford,
      New Jersey 07016Phone
      Inquiries:
            (800)
      368-5948
            (732)
      634-1500





5.
            What
      kind of reports will be sent to participants in the
  Plan?





As
a participant, you will receive a statement of your account as soon as
practicable after each transaction (i.e., dividend reinvestment, optional cash
payments, share withdrawals, transfers, etc.) is posted to your Plan
account.  You should retain these statements in order to establish the
cost basis of shares purchased under the Plan for income tax and other
purposes.  In addition, you will receive copies of all communications
sent to all other shareholders, such as annual and quarterly reports, proxy
statements and income tax information for reporting dividends
paid.  Under certain circumstances, in lieu of copies, you may receive
a Notice of Internet Availability of Proxy Materials providing access to the
Company’s proxy statement and annual report online.





PLAN
ELIGIBILITY AND ENROLLMENT





6.
            How
      does a Company shareholder become eligible to participate in the
      Plan?





If you are already a registered
shareholder of Common Stock (that is, your share certificates are registered
directly in your name), you may enroll in the Plan by completing and returning
the Authorization Form to the Plan Agent and following the instructions set
forth in the following paragraph.  If the stock you own is registered
in more than one name (i.e., joint tenants, trustees, etc.), all registered
holders must sign the Authorization Form.  In addition, if the stock
you own is registered in different names (i.e., “John Smith” and “J. Smith”),
you must submit an Authorization Form for each registration in order to
participate fully in the Plan.





To open a new Plan account, you will be
required to authorize the reinvestment of dividends on at least ten (10) shares
of Company stock.  If you currently own fewer than ten (10) registered
shares, you may meet this enrollment requirement by authorizing the reinvestment
of dividends on the registered shares you currently own and including an
optional cash payment with your Authorization Form sufficient to purchase the
remainder of the ten (10) shares required to enroll. (Company employees should
also refer to Question 11.)


6





7.
            I
      already own shares, but they are held by my bank or broker and registered
      in “street name.”  How can I
  participate?





If
you currently own shares of Common Stock that are held on your behalf by a bank
or broker (that is, in “street name”), you will need to arrange with your bank
or broker to have at least one (1) share registered directly in your name in
order to be eligible to participate.  Once the share(s) is registered
in your name, you may then enroll in the Plan as described in Question
6.  (Company employees should also refer to Question 11.)





8.
            I
      am not currently a shareholder.  Can I participate in the
      Plan?





You
will first need to become a shareholder of record by purchasing at least one (1)
share of Common Stock, and having a stock certificate issued in your
name.  You then may enroll in the Plan as described in Question
6.  (Company employees should also refer to Question 11.)





9.
            Are
      there fees associated with
enrollment?





No.  The
Company pays all fees, administrative and other expenses related to your Plan
enrollment. However, you may incur certain charges for certain other
transactions, requests or withdrawals under the Plan.  (See Questions
25, 33 and 35.)





10.
            Are
      there any restrictions on participation in the Plan by shareholders
      residing outside the United States?





Regulations
in certain countries may limit or prohibit participation in services provided
under this type of program.  Therefore, persons residing outside the
United States should first determine whether they are subject to any
governmental regulations prohibiting or limiting their participation before
requesting any of the services provided through the Plan.





11.
            Are
      there special eligibility or enrollment rules applicable to Company
      employees?





Yes, if you are a Company employee or
are an employee of one of the Company’s subsidiaries (which for purposes of the
Plan, includes a subsidiary of one of the Company’s subsidiaries), you have the
additional option of purchasing shares through automatic payroll
deductions.  (See Question 22 for details.)  Employees who
participate through the automatic payroll deduction option may open a Plan
account simply by completing an Authorization Form and returning it to the
Company (the ten (10) share minimum reinvestment requirement discussed in
Question 6 is not applicable to employees participating through automatic
payroll deductions).  Employees of municipalities and municipal
utility authorities under contract with the Company are not eligible to
participate through automatic payroll deductions.





DIVIDEND
REINVESTMENT





12.
            What
      dividend reinvestment options are available in the
  Plan?





(a)  “Full
Dividend Reinvestment” - Under this option, you direct the Company to reinvest
the dividends on all of the shares of Common Stock registered in your name, as
well as shares credited to your account under the Plan. In addition, you may
make additional investments by making optional cash payments;




(b)  “Partial
Dividend Reinvestment” - Under this option, you direct the Company to reinvest
the dividends on a portion of the shares of Common Stock registered in your
name.  Dividends on shares credited to your account under the Plan
will be reinvested fully.  In addition, you may make additional
investments by making optional cash payments; or


7





(c)
“Optional Cash Payments Only” - Under this option, you may participate in the
Plan by making optional cash payments only.  The Plan Agent will
continue to pay cash dividends on the shares you hold outside the
Plan.  Dividends on shares credited to your account under the Plan
(i.e., through the optional cash investments) will be reinvested
fully.





The
Plan Agent will return your Authorization Form to you if you fail to select one
of these options or fail to sign the Authorization Form.





13.
            Must
      my dividends be reinvested automatically to the extent I have chosen
      either Full Dividend Reinvestment or Partial Dividend
      Reinvestment?





Yes.  To the extent you have
elected to participate in the Plan, cash dividends on those shares which are
subject to reinvestment will be reinvested automatically in additional shares of
Common Stock.





14.
            When
      will my dividends be reinvested and at what
  price?





If you are enrolled in the Plan as of
an applicable “record date” for dividends, either all or part of the dividends
on your shares (depending on which option you have chosen) will be used to
purchase shares of Common Stock as of the applicable dividend payment
dates.  Cash dividends on the Company’s Common Stock, when and as
declared, are generally payable on the first business day of March, June,
September and December.





The
      price of the Common Stock to be purchased under the Plan is addressed in
      Questions 24 and 25.





15.
            Will
      I be charged fees for participating in the dividend reinvestment
      program?





No.  You will not be charged
any fees in connection with the reinvestment of your dividends under the
Plan.  However, you may incur certain charges for certain other
transactions, requests or withdrawals under the Plan.  (See Questions
25, 33 and 35.)





OPTIONAL
CASH PAYMENTS





16.
            How
      does the cash payment option work? What are the minimum and maximum
      amounts for optional cash payments?





As a Plan participant, you may make
optional cash payments at any time in amounts of at least $25, subject to a
limitation of $25,000, per calendar quarter.





17.
            How
      do I make an optional cash payment?





If
you choose to make an optional cash payment at the time of your enrollment in
the Plan, you may do so by enclosing a check or money order made payable to the
Plan Agent (that is, “Registrar and Transfer Company”) with your Authorization
Form.  Thereafter, you may make optional cash payments by sending a
check or money order, together with the cash payment form attached to the
statement of account you receive from the Plan Agent, to the Plan Agent (that
is, “Registrar and Transfer Company”).





18.
            When
      will optional cash payments be
invested?





If the Plan Agent receives your
optional cash payment at least ten (10) days prior to the end of any month, it
will invest your funds on the first business day of the next
month.  If the Plan Agent receives your payment fewer than ten (10)
days prior to the end of any month, it will hold your funds and invest them on
the first business day of the month following the next month.  Only
shares which are purchased prior to the applicable record date for dividends
will be entitled to receive dividends.  No interest will
be paid on amounts held by the Plan Agent pending
investment.


8





19.
            Will
      I be charged fees for optional cash
payments?





No.  You will not be charged
any fees in connection with your optional cash payments.  However, you
may incur certain charges for certain other transactions, requests or
withdrawals under the Plan.  (See Questions 25, 33 and
35.)





20.
            Under
      what circumstances may an optional cash payment be returned to
      me?





If the Plan Agent receives a written
request from you to return your optional cash payment at least two (2) days
prior to the day on which the Plan Agent is scheduled to purchase shares for
you, the Plan Agent will return your payment.





No
interest will be paid on amounts held by the Plan Agent





21.
            How
      are payments with “insufficient funds”
handled?





If
an optional cash payment is made by a check drawn on insufficient funds or
incorrect draft information, or the Plan Agent otherwise does not receive the
money, the requested purchase will be deemed void, and the Plan Agent will
immediately remove from your account any shares already purchased upon the prior
credit of such funds. The Plan Agent may, at its discretion, sell such shares to
satisfy any uncollected amounts or return such shares to the
Company.  If the net proceeds from any sale of such shares are
insufficient to satisfy the balance due, the Plan Agent may sell additional
shares from your account as necessary to satisfy the uncollected
balance.





22.
            I
      am an employee eligible to participate (See Question 11).  How
      can I make optional cash payments though automatic payroll
      deductions?





If
you are an eligible employee (See Question 11) and you have completed six (6)
months of consecutive employment and you have already enrolled in the Plan (see
Questions 6, 7, and 8), you can enroll to make optional cash payments through
automatic payroll deductions by completing an Employee Authorization Form and
submitting it to the Company (if you have not previously enrolled in the Plan,
you may do so at the same time you enroll to make optional payroll
deductions).  The Company (and the Plan Agent) must receive your forms
sufficiently in advance of your next paycheck to allow for
processing.  If you are paid weekly, you may authorize payroll
deductions in a specified whole-dollar amount from each regular paycheck,
subject to a $5 minimum and $100 maximum per pay period.  If you are
paid biweekly, the minimum deduction is $10 and the maximum deduction is $200
per pay period.  Payroll deductions will be counted against the
limitation on optional cash payments discussed in Question 16.  Once
authorized, payroll deductions will continue until changed or terminated by
you.





No
interest will be paid on payroll deductions held by the Company or the Plan
Agent pending investment.





PURCHASE
OF COMMON STOCK





23.
            What
      is the source of Company Common Stock purchased through the
      Plan?





Share
      purchases will be made directly from the
  Company.





24.
            How
      many shares of Common Stock will be purchased under the Plan and what will
      be the price of shares?





Your
Plan account will be credited with the number of shares (including fractional
shares, computed to four decimals) equal to the amount invested for your Plan
account divided by the applicable price per share.  Shares purchased
under the Plan will be purchased and credited to your account at the average of
the daily averages of the high and low sales prices of Company Common Stock as
reported on the NASDAQ Global Select Market for the


9


five (5)
days on which the Common Stock was traded immediately preceding and ending on
the applicable date of purchase.





25.
            Will
      the Company offer discounts on the price per
  share?





Subject to certain limitations, the
Company may, from time to time, offer shares to Plan participants at a discount
of up to five percent (5%) from the purchase price described in Question
24.  The following conditions will apply if and when the Company
offers shares at a discount: (i) the Company may limit the number of shares
offered at the discounted price; (ii) the Company may limit the time period
during which the discounted price is in effect (but in no event will the time
period be less than ninety (90) days); (iii) if you purchase shares at the
discounted price and subsequently withdraw shares from your Plan account within
six (6) months after the date of purchase, you will be charged a withdrawal fee
equal to the applicable per share reduction in purchase price on all shares
withdrawn (up to a maximum of the number of shares purchased at the discounted
price).  The withdrawal fee will be charged against your Plan account
at the time of withdrawal, and will also apply to any purchases of shares made
at the discounted price through automatic dividend reinvestment and employee
payroll deductions (if applicable) during the six (6) month period before the
date of withdrawal.





26.
            Will
      I be charged fees in connection with purchases under the
    Plan?





No.  There
are no brokerage fees or service charges applicable to purchases made under the
Plan.  However, you may incur certain charges for certain other
transactions, requests or withdrawals under the Plan.  (See Questions
25, 33 and 35.)





CUSTODIAL
SERVICE





27.
            How
      does the custodial service (book-entry shares)
  work?





All
shares of Company Common Stock that are purchased through the Plan will be held
by the Plan Agent and reflected in book-entry form in your account on the
records of the Plan Agent.  If you hold Company Common Stock
certificates you may also, at any time, deposit those certificates for
safekeeping with the Plan Agent, and the shares represented by the deposited
certificates will be included in the book-entry form in your Plan
account.





28.
            How
      do I deposit my Company Common Stock certificates with the Plan
      Agent?





To deposit certificates into the Plan,
you should send your certificates, by registered and insured mail, to the Plan
Agent, with your written instructions to deposit the shares represented by the
certificates to your Plan account.





The
certificates should not be endorsed and the assignment section should not be
completed.





29.
            Are
      there any charges associated with this custodial
  service?





No.  There
is no cost to you either for having the Plan Agent hold the shares purchased for
you through the Plan or for depositing with the Plan Agent the stock
certificates you hold for the purpose of adding the shares to your book-entry
share position.  However, you may incur certain charges for certain
other transactions, requests or withdrawals under the Plan.  (See
Questions 25, 33 and 35.)





ISSUANCE
OF STOCK CERTIFICATES





30.
            Will
      stock certificates be issued for shares acquired through the
      Plan?





No.  Stock certificates will
not be issued for shares in a Plan account unless a specific request is made to
the Plan Agent.


10





31.
            How
      do I request a stock certificate?





Certificates for full shares held in
the Plan may be obtained, without charge, by writing to the Plan Agent and
requesting the issuance of shares in certificate form.





Certificates
for fractional shares will not be issued under any
circumstances.





32.
            Can
      I pledge or assign the shares held in my Plan
  account?





No.  Shares
held in your Plan account may not be pledged or assigned.  If you wish
to pledge or assign your shares, you first must write to the Plan Agent and
request the issuance of shares in certificate form.





GIFTS
AND TRANSFERS OF SHARES





33.
            Can
      I transfer shares that I hold in the Plan to someone
  else?





Yes.  Subject to compliance
with all applicable laws, you may transfer ownership of some or all of your Plan
shares by sending the Plan Agent written, signed transfer
instructions.  You will be responsible for any applicable taxes in
connection with the transfer.  Signatures of all registered holders
must be “Medallion Guaranteed” by a financial institution participating in the
Medallion Guarantee program.  The Medallion Guarantee program ensures
that the individual signing is in fact the owner as indicated on the
participant’s account.





You
may transfer shares to new or existing shareholders.  If you are
opening a new Plan account for the transferee, you must include a completed
Authorization Form with the gift/transfer instructions; however, a new Plan
account will not be opened as a result of a transfer of fewer than ten (10)
shares, unless you (i) authorize the reinvestment of dividends on the shares to
be transferred and (ii) include an optional cash payment with your transfer
instructions sufficient to purchase the remainder of the ten (10) shares
required to enroll.





CHANGING
METHOD OF PARTICIPATION AND WITHDRAWAL





34.
            How
      do I change my method of participation in the
  Plan?





You
may change your method of participation at any time by completing a new
Authorization Form and returning it to the Plan Agent.





35.
            How
      do I close my Plan account?





You may terminate your participation in
the Plan by giving written notice to the Plan Agent.  Upon
termination, you must elect either (a) to receive a certificate for the number
of whole shares held in your Plan account and a check for the value of any
fractional share (which value will be based on the closing market price of the
Common Stock on the first day that the stock is traded after the withdrawal
request is received); or (b) to have all of the shares in your Plan account sold
for you.  If you request that your shares be sold, the Plan Agent will
make the sale in the market, if practicable, within ten (10) trading days after
receipt of the request.  You will receive the proceeds of sale, less
any brokerage commission and transfer tax. Receipt by the Plan Agent of due
notice of a participant’s death or incompetence shall be deemed a notice of
withdrawal.





Any
certificates issued upon termination will be issued in the name or names in
which the account is registered, unless otherwise instructed.  If the
certificate is to be issued in a name other than the name or names on your Plan
account, your signature (and that of any co-owner) on the instructions or stock
power must be “Medallion Guaranteed” by a financial institution participating in
the Medallion Guarantee program. (See Question 33.)  You will be
responsible for any applicable taxes in connection with the
transfer.  No certificates will be issued for fractional
shares.


11





The
Plan Agent will process notices of withdrawal and send proceeds to you as soon
as practicable, without interest.  If a notice of withdrawal is
received on or after an ex-dividend date but before the related dividend payment
date, the withdrawal will be processed as described above and a separate
dividend check will be mailed as soon as practicable following the payment
date.  Thereafter, cash dividends will be paid out to the shareholder
and not reinvested in Company Common Stock.





If
a notice of withdrawal is received by the Plan Agent at least two (2) days prior
to an optional cash payment purchase date, any optional cash payment held by the
Plan Agent will be returned to you as soon as practicable.





Plan
withdrawals made within six (6) months after a purchase at a discounted price
described in the answer to Question 25 are subject to the withdrawal fee
explained in that answer.





Employees
      participating through payroll deductions also must contact the
      Company.  (See Question
36.)





36.
            I
      am an eligible employee investing though payroll deductions, do I need to
      do anything else to withdraw?





Yes.  In addition to sending
a withdrawal request to the Plan Agent, you must notify the Company in writing
in order to discontinue the payroll deductions.  The Company must
receive your request sufficiently in advance of your next paycheck to allow for
processing.  Any amounts held by the Company or the Plan Agent which
have not been invested, will be returned to you, without interest.





37.
            May
      I terminate automatic payroll deductions and still remain in the
      Plan?





Yes.  As an eligible
employee, you may decide to terminate your payroll deductions but choose to
leave your shares in the Plan and otherwise continue to
participate.  In such an instance, you may continue to make optional
cash payments directly to the Plan Agent.





38.
            After
      withdrawing from the Plan, may I later
  re-enroll?





Generally, yes.  As an
eligible employee, you may re-enroll by following the procedures for enrollment
described above; however, the Company reserves the right to reject your
enrollment form if it believes that your participation may be contrary to the
general intent of the Plan (promoting long-term ownership of Company shares) or
is in violation of applicable law.





39.
            Can
      the Company unilaterally terminate my participation in the
      Plan?





The Company reserves the right to
terminate you from the Plan if fewer than ten (10) shares of Common Stock are
held in your Plan account and you no longer remain a record holder of Company
Common Stock subject to automatic dividend reinvestment under the
Plan.  In such a case, you will be issued a check for the cash value
of any fractional share in your Plan account.  In addition, the
Company reserves the right to terminate you from the Plan if it believes that
your participation may be contrary to the general intent of the Plan (promoting
long-term ownership of Company shares) or is in violation of applicable
law.





ADDITIONAL
INFORMATION





40.           How
would a stock split, stock dividend or rights offering affect my
account?





Any
shares resulting from a stock split or stock dividend paid on shares held in
custody for you by the Plan Agent will be credited to your book-entry
position.  Of course you may request a certificate at any time for any
or all of your shares. (See Question 31.)  Stock dividends or split
shares distributed on any certificated shares registered in your name will be
mailed directly to you in the same manner as to stockholders who are not
participating in the Plan.


12





Warrants
representing rights on any shares registered in your name and on shares credited
to your Plan account, will be mailed directly to you in the same manner as to
stockholders not participating in the Plan.





41.
            How
      do I vote my Plan shares at shareholders’
  meetings?





As a Plan participant, you will be sent
a proxy statement in connection with each meeting of the Company’s shareholders,
together with a proxy card representing the shares registered directly in your
name and the whole shares held by the Plan Agent in your Plan
account.  This proxy card, when signed and returned, will be voted as
you indicate.  If the proxy card is not returned or if it is returned
unsigned, the shares will not be voted unless you or a duly appointed
representative votes in person at the meeting.  As is the case with
stockholders not participating in the Plan, if no instructions are indicated on
a properly signed and returned proxy card, all of the shares represented by the
proxy card will be voted in accordance with the recommendations of the Company’s
management.





42.
            Can
      the Plan be changed or
discontinued?





While the Company intends at the
present time to continue the Plan indefinitely, the Company reserves the right
to amend, suspend, modify or terminate the Plan at any time.  Notice
of any such amendment, suspension, modification or termination will be sent to
all Plan participants.  The Plan Agent reserves the right to resign at
any time upon reasonable notice to the Company in writing.  The
Company reserves the right to elect and appoint at any time a new agent
including itself or its nominee to administer the Plan.





Upon
termination of the Plan by the Company, the Company or the Plan Agent, as the
case may be, will return any uninvested optional cash payments and payroll
deductions, issue a certificate for whole shares credited to each account under
the Plan, and make a cash payment for any fractional share credited to each
account.





43.
            Who
      interprets and regulates the Plan?





The Company reserves the right to
interpret the Plan as may be necessary or desirable in connection with the
operation of the Plan.





LIMITATION
OF LIABILITY





IF
YOU CHOOSE TO PARTICIPATE IN THE PLAN, YOU SHOULD RECOGNIZE THAT NEITHER THE
COMPANY NOR THE PLAN AGENT CAN ASSURE YOU OF A PROFIT OR PROTECT YOU AGAINST A
LOSS ON THE SHARES THAT YOU PURCHASE UNDER THE PLAN.





Neither
the Company nor the Plan Agent, in administering the Plan, will be liable for
any act done in good faith or for any good faith omission to act, including
without limitation any claim of liability arising out of failure to terminate a
participant's account upon such participant's death or incompetence, the price
at which shares are purchased or sold for the participant's account, the times
when purchases or sales are made, or fluctuations in the market value of Company
Common Stock.  This limitation of liability will not constitute a
waiver by any participant of his or her rights under the federal securities
laws.





Although
the Plan provides for the reinvestment of dividends, the declaration and payment
of dividends will continue to be determined by the Board of Directors of the
Company in its discretion, depending upon future earnings, the financial
condition of the Company and other factors.  The amount and timing of
dividends may be changed, or the payment of dividends terminated, at any time
without notice.


13





U.S.
FEDERAL INCOME TAXATION





Cash
dividends reinvested under the Plan will be taxable for U.S. Federal income tax
purposes as having been received by a participant even though the participant
has not actually received them in cash.  Each participant will receive
an annual statement from the Plan Agent indicating the amount of reinvested
dividends reported to the U.S. Internal Revenue Service as dividend
income.





A
participant will not realize gain or loss for U.S. Federal income tax purposes
upon a transfer of shares to the Plan or the withdrawal of whole shares from the
Plan.  Participants will, however, generally realize gain or loss upon
the receipt of cash for fractional shares held in the Plan.  Gain or
loss will also be realized by the participant when whole shares are sold by the
participant after withdrawal from the Plan.  The amount of gain or
loss will be the difference between the amount that the participant receives for
the shares or fraction of a share sold and the participant's tax basis
therefor.  In order to determine the tax basis for shares or any
fraction of a share credited to a participant's account, each participant should
retain all account statements and transaction advices.





Plan
participants who are non-resident aliens or non-U.S. corporations, partnerships
or other entities generally are subject to a withholding tax on dividends paid
on shares held in the Plan. The Plan Agent is required to withhold from
dividends paid the appropriate amount determined in accordance with Internal
Revenue Service regulations.  Where applicable, this withholding tax
is determined by treaty between the United States and the country in which the
participant resides.  In addition, dividends paid on shares in Plan
accounts are subject to the "backup withholding" provisions of the Internal
Revenue Code.  Accordingly, the amount of any dividends, net of the
applicable withholding tax, will be credited to participant Plan accounts for
investment in additional shares of Company Common Stock.





The
foregoing does not purport to be a comprehensive summary of all of the tax
considerations that may be relevant to a participant in the Plan and does not
constitute tax advice.  The summary does not reflect every possible
outcome that could result from participation in the Plan, and does not consider
any possible tax consequences under various state, local, foreign or other tax
laws.  Each participant is urged to consult his or her own tax advisor
regarding the tax consequences applicable to his or her particular situation
before participating in the Plan or disposing of shares purchased under the
Plan.





USE
OF PROCEEDS





Shares
purchased for Plan participants with reinvested cash dividends and optional cash
investments will, at the Company's option, be shares newly issued by the Company
or shares held in the Company's treasury.  The Company and the Plan
Agent are unable to estimate the number of shares, if any, that will be
purchased directly from the Company under the Plan or the amount of proceeds
from any such shares.  The net proceeds will be used by the Company
for general corporate purposes.





LEGAL
MATTERS





The
legality of the Common Stock covered hereby will be passed upon for the Company
by Norris, McLaughlin & Marcus, P.A., 721 Route 202-206, Bridgewater, New
Jersey 08807.





EXPERTS





The
consolidated financial statements of Middlesex Water Company as of December 31,
2008 and 2007 and for each of the three years in the period ended December 31,
2008 and management’s assessment of
the effectiveness of internal control over financial reporting as of December
31, 2008 incorporated by reference in this Prospectus have been so incorporated
in reliance on the reports of Beard Miller Company, LLP, an independent
registered public accounting firm, incorporated herein by reference, given on
the authority of said firm as experts in auditing and
accounting.


14


INDEMNIFICATION





The
Company's By-Laws provide for indemnification of officers, directors and
employees of the Company in certain circumstances for certain liabilities and
expenses.  Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act, and is therefore
unenforceable.




THIS
      PROSPECTUS SHOULD BE RETAINED BY PARTICIPANTS
                IN
      THE PLAN FOR FUTURE REFERENCE.

















15







PART
II




INFORMATION
NOT REQUIRED IN PROSPECTUS




Item
14.   Other Expenses of Issuance and Distribution




The costs
and expenses, other than underwriting discounts and commissions, payable by the
Company in connection with this Offering (all amounts are estimated except the
registration fee) are as follows:




Item
                    
                    To
      Be Paid
                      By
      The
                      CompanySecurities
      and Exchange Commission registration fee
                    
                    $
                    80.00Accounting
      fees and expenses
                    
                    
                    3,000.00Legal
      fees and expenses
                    
                    
                    7,500.00Miscellaneous
                    
                    
                    1,000.00Total
                    
                    $
                    11,580.00




Item
15.    Indemnification of Directors and
Officers




Section
14A:3-5 of the New Jersey Business Corporation Act (the "NJBCA") gives the
Company power to indemnify each of its directors and officers against expenses
and liabilities in connection with any proceeding involving him by reason of his
being or having been a director or officer if (a) he acted in good faith and in
a manner he reasonably believed to be in, or not opposed to, the best interests
of the Company, and (b) with respect to any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful. However, in a proceeding
by or in the right of the Company, there shall be no indemnification in respect
of any liabilities or expenses if the officer or director shall have been
adjudged liable to the Company unless the Court in such proceeding determines he
is entitled to indemnity for such liabilities and/or expenses. No
indemnification shall be made to or on behalf of a director or officer if a
judgment or other final adjudication adverse to such director or officer
establishes that his acts or omissions (a) were in breach of his duty of loyalty
to the Company and its shareholders, (b) were not in good faith or involved a
knowing violation of law or (c) resulted in receipt by the director or officer
of an improper personal benefit. The NJBCA defines an act or omission in breach
of a person's duty of loyalty as an act or omission which that person knows or
believes to be contrary to the best interests of the Corporation or its
shareholders in connection with a matter in which he has a material conflict of
interest. If a director or officer is successful in a proceeding, the statute
mandates that the Company indemnify him against expenses.




Article
VI of the Company's By-laws provides:




"Any
present or future director or officer of the Company and any present or future
director or officer of any other corporation serving as such at the request of
the Company because of the Company's interest in such other corporation, or the
legal representative of any such director or officer, shall be indemnified by
the Company against reasonable costs, expenses (exclusive of any amount paid to
the Company in settlement), and counsel fees paid or incurred in connection with
any action, suit, or proceeding to which any such director or officer or his
legal representative may be made a party by reason of his being or having been
such director or officer, provided, (1) said action, suit, or proceeding shall
be prosecuted against such director or officer or against his legal
representative to final determination, and it shall not be finally adjudged in
said action, suit, or proceeding that he had been derelict in the performance of
his duties as such director or officer, or (2) said action, suit or proceeding
shall be settled or otherwise terminated as against such director or officer or
his legal representative without a final determination on the merits, and it
shall be determined by the Board of Directors (or, at the option of the Board of
Directors, by a disinterested person or persons selected by the Board of
Directors to determine the matter) that said director or officer had not in any
substantial way been derelict in the performance of his duties as charged in
such action, suit, or proceeding. The right of indemnification provided by this
By-law shall be in addition to and not in restriction or limitation of any other
privilege or power




II-1


which the
Company may have with respect to the indemnification or reimbursement of
directors, officers, or employees."




The
Company has in effect a $20,000,000.00 policy of insurance indemnifying it
against certain liabilities to directors and officers of the Company, and
indemnifying directors and officers of the Company against certain of the
liabilities which they may incur in acting in their capacities as such, all
within specific limits. The insurance has a term expiring May 31,
2009.




Pursuant
to Section 14A:2-7 of the NJBCA, the Company's shareholders adopted an amendment
to the Company's Certificate of Incorporation which provides that a director or
officer shall not be personally liable to the Company or its shareholders for
damages for breach of any duty owed to the Company or its shareholders, except
that such provision shall not relieve a director or officer from liability for
any breach of duty based upon an act or omission (a) in breach of such person's
duty of loyalty to the Company or its shareholders, (b) not in good faith or
involving a knowing violation of law or (e) resulting in receipt by such person
of an improper personal benefit.




Item
16.     Exhibits




Exhibits
designated with an asterisk (*) are filed herewith. The exhibits not so
designated have heretofore been filed with the Commission and are incorporated
herein by reference to the documents indicated.




Exhibit
      No.
                              
                              Document Description4.1
                              
                              Form
      of Common Stock Certificate, is incorporated by reference to Exhibit 2(a)
      filed with the Company’s Registration Statement No.
    2-55058.4.2
                              
                              Articles
      7A through 7F, 8, 9 and 10 of the Restated Certificate of Incorporation as
      amended are incorporated herein by reference to Exhibit 3.1 to the
      Company’s Annual Report on Form 10-K for the Year ended December 31,
      1998.5*
                              
                              Opinion
      of Counsel Re:  Legality of Securities
    Registered.23.1*
                              
                              Independent
      Auditors’ Consent23.2*
                              
                              Consent
      of Counsel is included in its legal opinion filed as Exhibit
      5.24
                              
                              Power
      of Attorney (is included as a part of the signature page of this
      registration statement).99.1*
                              
                              Authorization
      Form99.2*
                              
                              Employee
      Authorization
Form




Item
17.   Undertakings




Insofar
as indemnification for liabilities arising under the Securities Act of 1933, as
amended (the "1933 Act"), may be available to directors, officers and
controlling persons of the Company pursuant to the New Jersey Business
Corporation Act, the By-laws of the Company, the Underwriting Agreement, or
otherwise, the Company has been advised that, in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy as
expressed in the 1933 Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer, or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.




II-2


The
undersigned Company hereby undertakes that:




(1)
            To
      file, during any period in which offers or sales are being made, a
      post-effective amendment to this registration
  statement:





(i)
            To
      include any prospectus required by section 10(a)(3) of the 1933
      Act;





(ii)
            To
      reflect in the prospectus any facts or events arising after the effective
      date of the registration statement (or the most recent post-effective
      amendment thereof) which, individually or in the aggregate, represent a
      fundamental change in the information set forth in the registration
      statement. Notwithstanding the foregoing, any increase or decrease in
      volume of securities offered (if the total dollar value of securities
      offered would not exceed that which was registered) and any deviation from
      the low or high end of the estimated maximum offering range may be
      reflected in the form of prospectus filed with the Commission pursuant to
      Rule 424(b) if, in the aggregate, the changes in volume and price
      represent no more than 20% change in the maximum aggregate offering price
      set forth in the "Calculation of Registration Fee" table in the effective
      registration statement.





(iii)
            To
      include any material information with respect to the plan of distribution
      not previously disclosed in the registration statement or any material
      change to such information in the registration
  statement;





Provided, however, That
paragraphs (a)1(i),  (a)(1)(ii) and  (a)(i)(iii) of this
section do not apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement, or is contained in a form of prospectus filed
pursuant to Rule 424(b) that is part of this registration
statement.





Provided further, however,
that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration
statement is for an offering of asset-backed securities on Form S-1 (Rule 239.11
of this chapter) or Form S-3 (Rule 239.13 of this chapter), and the information
required to be included in a post-effective amendment is provided pursuant to
Item 1100(c) of Regulation AB.





(2)
            For
      purposes of determining any liability under the 1933 Act, each filing of
      the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
      of the Securities Exchange Act of 1934 (and, where applicable, each filing
      of an employee benefit plan's annual report pursuant to Section 15(d) of
      the Securities Exchange Act of 1934) that is incorporated by reference in
      the Registration Statement shall be deemed to be a new Registration
      Statement relating to the securities offered therein, and the offering of
      such securities at that time shall be deemed to be the initial bona fide
      offering thereof.





(3)
            For
      the purposes of determining any liability under the 1933 Act, each
      post-effective amendment that contains a form of prospectus shall be
      deemed to be a new registration statement relating to the securities
      offered therein, and the offering of such securities at that time shall be
      deemed to be the initial bona fide offering
  thereof.





(4)
            For
      the purpose of determining liability of the registrant under the 1933 Act
      to any purchaser in the initial distribution of the securities, the
      undersigned registrant undertakes that in a primary offering of securities
      of the undersigned registrant pursuant to this registration statement,
      regardless of the underwriting method used to sell the securities to the
      purchaser, if the securities are offered or sold to such purchaser by
      means of any of the following communications, the undersigned registrant
      will be a seller to the purchaser and will be considered to offer or sell
      such securities to such
purchaser:


II-3


(i)
            Any
      preliminary prospectus or prospectus of the undersigned registrant
      relating to the offering required to be filed pursuant to Rule
      424;





(ii)
            Any
      free writing prospectus relating to the offering prepared by or on behalf
      of the undersigned registrant or used or referred to by the undersigned
      registrant;





(iii)
            The
      portion of any other free writing prospectus relating to the offering
      containing material information about the undersigned registrant or used
      or referred to by the undersigned registrant;
  and





(iv)
            Any
      other communication that is an offer in the offering made by the
      undersigned registrant to the
purchaser.





II-4


SIGNATURES




Pursuant
to the requirements of the Securities Act, the Registrant certifies that it has
reasonable grounds to believe that it meets all the requirements for filing on
Form S-3 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Township of
Woodbridge, State of New Jersey, on this 9th day of
March, 2009.




MIDDLESEX
      WATER COMPANY(Registrant)By:
            /s/ 
      A. Bruce O’ConnorName:
            A.
      Bruce O’ConnorTitle:
            Vice
      President & Chief Financial Officer




KNOW  ALL  MEN  BY
THESE PRESENTS, that each person whose signature appears below constitutes and
appoints each of Kenneth J. Quinn and A. Bruce O’Connor (with full power in each
to act alone), his true and lawful attorneys-in-fact, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all  amendments  (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming that all said attorneys-in-fact, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.




Pursuant
to the requirements of the Securities Act, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated
below.




Signature
              
              Title
              
              Date/s/
      J. Richard Tompkins
              
              Chairman
      of the Board and Director
              
              March
      9, 2009J.
      Richard Tompkins/s/
      Kenneth J. Quinn
              
              Vice
      President, General Counsel, Corporate Secretary and
    Treasurer
              
              March
      9, 2009Kenneth
      J. Quinn/s/
      A. Bruce O’Connor
              
              Vice
      President and Chief Financial Officer (Principal Financial Officer and
      Principal
              
              March
      9, 2009A.
      Bruce O’Connor
              
              Accounting
      Officer)/s/
      Dennis W. Doll
              
              President,
      Chief Executive Officer and Director (Principal Executive
      Officer)
              
              March
      9, 2009Dennis
      W. Doll/s/
      John C. Cutting
              
              Director
              
              March
      5, 2009John
      C. Cutting/s/
      Annette Catino
              
              Director
              
              March
      9, 2009Annette
      Catino/s/
      John R. Middleton M.D.
              
              Director
              
              March
      9, 2009John
      R, Middeton, M.D./s/
      John P. Mulkerin
              
              Director
              
              March
      9, 2009John
      P. Mulkerin/s/
      Walter G. Reinhard
              
              Director
              
              March
      5, 2009Walter
      G. Reinhard/s/
      Jeffries Shein
              
              Director
              
              March
      9, 2009Jeffries
      Shein





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