November 18, 2005

Ms. Sarah Goldberg
Staff Accountant
United States Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549

      Re:   Middlesex Water Company
            Form 8-K Filed November 9, 2005
            File No. 0-422

Dear Ms. Goldberg:

      Thank you for discussing your comments with me on November 14, 2005.

      Please note that the numbered comments below correspond to the numbered
comments in your November 10, 2005 correspondence for the above referenced
matter.

                                    Form 8-K
                                    --------

Item 4.02(a)
- ------------

Comment 1.  It is unclear to us why non-cash contributions of utility assets
            would affect the Statement of Cash Flows. As such, please explain to
            us how you previously accounted for such transactions on the
            Statement of Cash Flows and explain why a restatement is necessary.

Response:   In the normal course of expanding its regulated public water utility
            system, Middlesex receives cash and/or utility plant (non-cash)
            contributions primarily from developers of residential housing.
            These contributions are commonly known as
            Contributions-in-Aid-of-Construction and Customer Advances for
            Construction. Previously, non-cash contributions were not recorded
            on the Balance Sheet until verifiable cost documentation was
            submitted to Middlesex by the developers. We determined that in
            several cases, the developers did not submit their documentation on
            a timely basis. The recording of these assets was delayed into
            different fiscal reporting periods, which led to an understatement
            of total assets and total liabilities. In addition, upon recording,
            the non-cash contribution amounts were aggregated with cash
            contribution amounts and incorrectly shown on the Consolidated
            Statement of Cash Flows. The incorrect amounts increased the line
            described as "Construction Advances and Contributions - Net" in the
            Cash Flows From




Ms. Sarah Goldberg
November 18, 2005
Page 2

            Financing section of the Statement. The non-cash activity should
            have been a supplemental disclosure. The incorrect amounts also
            increased the line described as "Utility Plant Expenditures" by the
            same amount. There was no impact on net cash provided by operating
            activities or on Net Changes in Cash and Cash Equivalents.
            Management concluded that a restatement was necessary since the
            out-of-period asset recording of $6,504,944 as of December 31, 2004
            and the non- cash contributions of $855,637 previously disclosed
            within the Condensed Consolidated Statement of cash Flows for the
            nine month period ended September 30, 2004 were quantitatively
            material. Utility plant contributions from developers are excluded
            from the utility regulatory rate setting process. The restatement
            had no effect on operating revenues, depreciation expense, income
            tax expense or net income. Additionally, the restatement had no
            effect on earnings applicable to common stock, cash flow from
            operations or liquidity.

Comment 2.  Please amend Form 8-K to disclose the amount of the restatement
            of both the Balance Sheet and Statement of Cash Flows. Refer to the
            requirements of Item 4.02(a)(2) of Form 8-K.

Response:   The Balance Sheet and Statement of Cash Flows restatement amounts
            have been disclosed in Form 10-Q for the Quarterly Period Ended
            September 30, 2005, specifically in Part I, Item 1. - Note 9 -
            Restatement of Condensed Consolidated Financial Statements of Notes
            to Unaudited Condensed Consolidated Financial Statements and Part I,
            Item 2. - Current Developments.

Comment 3.  Please amend Form 8-K to include whether the audit committee, the
            board of directors, or authorized officer(s) discussed the matters
            disclosed in the filing with Deloitte & Touche, LLP. Refer to the
            requirements of Item 4.02(a)(3) of Form 8- K.

Response:   This clarification has been disclosed in Form 10-Q for the Quarterly
            Period Ended September 30, 2005, specifically in Part II, Item 5. -
            Other Information.

Comment 4.  Please tell us if your certifying officers have considered the
            effect of the errors on the accuracy of prior disclosures regarding
            internal controls and disclosure controls and procedures under Item
            307 of Regulation S-K. If such officers have concluded that their
            previous conclusions regarding effectiveness were incorrect with
            respect to the periods to be restated, you must disclose this
            determination. Otherwise, please explain to us why the discovery of
            these errors did not affect your conclusions regarding the
            effectiveness of internal controls and disclosure controls and
            procedures.

Response:   The Company's certifying officers have considered the effect of the
            errors on the accuracy of prior disclosures regarding internal
            controls and disclosure controls and procedures under Item 307 of
            regulation S-K and have determined that their previous conclusions
            regarding the effectiveness of internal controls and disclosure
            controls and procedures related to developer contributed assets were



Ms. Sarah Goldberg
November 18, 2005
Page 2

            incorrect. The revised conclusions have been disclosed in Form
            10-K/A for the Fiscal Year Ended December 31, 2004, specifically in
            Part II, Item 9A - Controls and Procedures.

Middlesex acknowledges the following:

      o     The Company's Management is responsible for the adequacy and
            accuracy of the disclosure in the filing;

      o     Staff comments or changes to disclosure in response to staff
            comments do not foreclose the Commission from taking any action with
            respect to the filing; and

      o     The Company may not assert staff comments as a defense in any
            proceeding initiated by the Commission or any person under federal
            securities laws of the United States.

      I trust that the above information has been responsive to your questions.
Please let me know if you have any further questions.

                                     Sincerely,

                                     /s/  A. Bruce O'Connor

                                     A. Bruce O'Connor
                                     Vice President  and Chief Financial Officer

Enclosures

cc:   Kenneth J. Quinn, Esq.
      Peter D. Hutcheon, Esq.