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:  August 6, 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. 2.02Results of
Operations and Financial Condition
 Announcement
of Middlesex Water Company second quarter 2008 earnings as set forth in the
attached press release.
 
 Item 4.02Non-Reliance on
Previously Issued Financial Statements or a Related Audit Report or Completed
Interim Review
 Announcement
of Middlesex Water Company restatement of Capital Stock and Long-term Debt and
Balance Sheet for first quarter of 2008.
 
 Item 9.01 Financial
Statements and Exhibits.
 Income
statement for second quarter 2008 filed as an exhibit.
 
 
 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:    August
6, 2008
 
 2
 MIDDLESEX
WATER COMPANY REPORTS
 SECOND
QUARTER 2008 FINANCIAL RESULTS
 
 Statement
of Capital Stock and Long-term Debt and Balance Sheet to Be
 Restated
For First Quarter 2008
 
 ISELIN,
NJ, (August 6, 2008)   Middlesex Water Company (NASDAQ:MSEX), a
provider of water and wastewater and related services in New Jersey and
Delaware, today reported higher operating revenues and net income for the
quarter ended June 30, 2008 over the same period in 2007.
  Second Quarter Operating
Results
 Consolidated
operating revenues for the three months ended June 30, 2008 increased $1.3
million, or 5.9%, from the same period in 2007.  Revenues in the Middlesex
system in New Jersey increased $1.3 million as a result of a 9.1% base rate
increase implemented in October 2007. Middlesex revenues decreased $0.6 million
due to lower water consumption in 2008.  Revenues improved $0.1 million in
the Tidewater system in Delaware, largely due to an additional 1.62% rate
increase from a Distribution System Improvement Charge that went into effect at
the beginning of 2008.
  Customer
growth contributed $0.1 million to the overall revenue increase.  Fees
charged for initial customer connections in the Tidewater system were $0.1
million lower in 2008 reflecting a slow-down in new residential and commercial
development in Delaware.   Contract fees for managing the Perth Amboy
water and wastewater systems were $0.2 million higher than the same period in
2007, due mostly to higher pass-through charges.  Revenues from
non-regulated contract operations in Delaware increased $0.1 million due to
growth in contract customers and increased sales of additional services. 
Revenues from regulated wastewater operations in Delaware increased $0.1 million
due to customer growth.  All other operations accounted for $0.1 million of
additional revenues.
  Net
income increased 7.6% from $3.3 million to $3.6 million.   Diluted earnings
per share were $0.26 and $0.24 for three months ended June 30, 2008 and 2007,
respectively.
  Operation
and maintenance expenses for the three months ended June 30, 2008 increased $0.5
million or 4.9%.  Water production costs were $0.1 million higher due to
higher costs for water, electric power, chemicals and disposal of residuals in
New Jersey.  Operating costs for Tidewater Environmental Services Inc.
increased $0.1 million due to acquisition of the Milton, Delaware municipal
wastewater system during 2007 and an increased number of wastewater treatment
facilities in operation in Delaware.   Operating costs for the Perth
Amboy water and wastewater systems increased $0.2 million due to higher pass
through-charges.  All other expense categories increased $0.1
million.
  Middlesex
Water Company CEO, Dennis W. Doll, said, “The slow pace of growth in the housing
markets continues to impact the pace of new developer-projects in Delaware and
other areas where we have identified further opportunities for growth. We are
taking advantage of this period to work with developers in the planning and
permitting of projects that are intended to move forward as economic conditions
improve. In addition, we are devoting significant effort to examining our
internal business processes and implementing technology to support those
processes. These substantial management initiatives, along with efforts in the
areas of training, safety and other areas, are all contributing to success in
our ongoing pursuit of further operational excellence, customer satisfaction and
shareholder value.”
   
 
 Six Month Operating
Results
 Operating
revenues for the six months ended June 30, 2008 increased $3.2 million or 7.8%
from the same period in 2007. Operation and maintenance expenses increased
$1.5 million or 6.6%. Net income increased $0.5 million or 9.5%. Diluted
earnings per share were $0.41 and $0.37 for six months ended June 30, 2008 and
2007, respectively.
  Statement of Capital Stock
and Long-term Debt and Balance Sheet to Be Restated
 Management
has announced that the Company has filed an amended Form 10-Q for the quarterly
period ended March 31, 2008 in order to correct certain long-term debt
information. As part of its financial reporting process review, management has
determined to amend the filing.  The restated Form 10-Q will amend the
Condensed Statement of Capital Stock and Long-term Debt and Condensed
Consolidated Balance Sheet as of March 31, 2008, for the reclassification of
$15.0 million of long-term debt scheduled to mature in less than twelve months,
namely February 1, 2009.  While the restatement does not have an
impact on reported earnings, cash flows from operating activities or cash
balances for the periods affected, the condensed consolidated financial
statements issued in the original filing should not be relied upon because of
the restatements to those financial statements. The Company has discussed with
Beard Miller Company LLP, independent accountant, the matters disclosed in this
filing.
  Board Declares Quarterly
Dividend
 The
Company’s Board of Directors declared a quarterly cash dividend of $0.1750 per
share, payable September 2, 2008 to common shareholders as of August 15,
2008.  The Company has paid cash dividends in varying amounts
continually since 1912.  Middlesex Water has a Dividend Reinvestment
Plan under which dividends and optional cash payments can be used to purchase
additional shares of Common stock.
  About Middlesex Water
Company
 Middlesex Water Company, organized in
1897, provides regulated and unregulated water and wastewater utility services
in New Jersey and Delaware through various subsidiary companies. 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
  
  MIDDLESEX
      WATER COMPANYCONDENSED
      CONSOLIDATED STATEMENTS OF INCOME(Unaudited)(In
      thousands except per share amounts)Three
      Months Ended June 30,
                
                
                Six
      Months Ended June 30,2008
                
                
                2007
                
                
                2008
                
                
                2007Operating
      Revenues
                
                $
                23,035
                
                
                $
                21,745
                
                
                $
                43,890
                
                
                $
                40,732Operating
      Expenses:Operations
                
                
                10,617
                
                
                
                10,143
                
                
                
                21,719
                
                
                
                20,335Maintenance
                
                
                1,110
                
                
                
                1,037
                
                
                
                2,107
                
                
                
                2,015Depreciation
                
                
                1,955
                
                
                
                1,875
                
                
                
                3,885
                
                
                
                3,720Other
      Taxes
                
                
                2,528
                
                
                
                2,411
                
                
                
                5,008
                
                
                
                4,662Total
      Operating Expenses
                
                
                16,210
                
                
                
                15,466
                
                
                
                32,719
                
                
                
                30,732Operating
      Income
                
                
                6,825
                
                
                
                6,279
                
                
                
                11,171
                
                
                
                10,000Other
      Income (Expense):Allowance
      for Funds Used During Construction
                
                
                162
                
                
                
                140
                
                
                
                265
                
                
                
                252Other
      Income
                
                
                277
                
                
                
                282
                
                
                
                518
                
                
                
                508Other
      Expense
                
                
                (113
                )
                
                
                (8
                )
                
                
                (158
                )
                
                
                (12
                )Total
      Other Income, net
                
                
                326
                
                
                
                414
                
                
                
                625
                
                
                
                748Interest
      Charges
                
                
                1,806
                
                
                
                1,698
                
                
                
                3,323
                
                
                
                3,081Income
      before Income Taxes
                
                
                5,345
                
                
                
                4,995
                
                
                
                8,473
                
                
                
                7,667Income
      Taxes
                
                
                1,780
                
                
                
                1,682
                
                
                
                2,904
                
                
                
                2,583Net
      Income
                
                
                3,565
                
                
                
                3,313
                
                
                
                5,569
                
                
                
                5,084Preferred
      Stock Dividend Requirements
                
                
                62
                
                
                
                62
                
                
                
                124
                
                
                
                124Earnings
      Applicable to Common Stock
                
                $
                3,503
                
                
                $
                3,251
                
                
                $
                5,445
                
                
                $
                4,960Earnings
      per share of Common Stock:Basic
                
                $
                0.26
                
                
                $
                0.25
                
                
                $
                0.41
                
                
                $
                0.38Diluted
                
                $
                0.26
                
                
                $
                0.24
                
                
                $
                0.41
                
                
                $
                0.37Average
      Number ofCommon
      Shares Outstanding :Basic
                
                
                13,269
                
                
                
                13,191
                
                
                
                13,262
                
                
                
                13,184Diluted
                
                
                13,600
                
                
                
                13,522
                
                
                
                13,593
                
                
                
                13,515Cash
      Dividends Paid per Common Share
                
                $
                0.1750
                
                
                $
                0.1725
                
                
                $
                0.3500
                
                
                $
                0.3450