Exhibit 10.13(h)

                              CONSULTING AGREEMENT

     This Consulting Agreement (the "Agreement") is entered into as of the 24th
day of January, 2006, by and between J. Richard Tompkins (the "Consultant") and
Middlesex Water Company (the "Company").

     WHEREAS, the Consultant has served as CEO of the Company up to his
retirement as of January 31, 2003; and

     WHEREAS, the Company has previously entered into a consulting agreement
with the Consultant following his retirement upon the terms and conditions set
forth in such agreement; and

     WHEREAS, the Company desires to enter into another consulting agreement
with Consultant upon the terms and conditions set forth herein and believes such
an agreement to be in the best interests of the Company.

     NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, and for other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties agree as follows:

     1.   Commencing February 1, 2006 and continuing up to and including January
          31, 2007, the Consultant shall act as a consultant to the Company for
          which he will receive a fee of $50,000 per year. Although the parties
          have not specified a fixed time for such consulting services, it is
          contemplated that the Consultant will be available for such consulting
          services approximately three days per month based on a value of
          approximately $1,200 to $1,500 per day.

     2.   During the consulting period, the Consultant will be available to
          review correspondence, render advice on projects as requested by the
          Company, attend various meetings as requested by the Company, and in
          general, to perform any and all such other services as the Company may
          reasonably require of the Consultant as a consultant to the Company.

     3.   During the period of this consulting agreement, and continuing for a
          two-year period thereafter, the Consultant agrees that he will not
          directly, or indirectly, in any individual or representative capacity,
          carry on, engage or participate in any business in the State of New
          Jersey and Delaware that is in direct competition in any manner
          whatsoever with the business of the Company, except as may be
          expressly agreed to in writing by the Company.



     4.   This Agreement constitutes the entire agreement of the parties
          relating to the subject matter hereof, and this Agreement supercedes
          all prior communications, representations or agreements, verbal or
          written between the parties relating to the subject matter hereof.

     5.   This Agreement is for the benefit of the Consultant and the Company
          and will be governed by and construed in accordance with the laws of
          the State of New Jersey. Neither party may assign or otherwise
          transfer its rights or delegate its duties under this Agreement
          without prior written consent, and any attempt to do so without
          consent is void.

     6.   Each party acknowledges that he or it has had the opportunity to
          review the provisions of this Agreement with independent advisors
          (financial, legal or otherwise) prior to the execution of this
          Agreement by each such party.

     IN WITNESS WHEREOF, the undersigned parties have executed this Agreement as
of the date first written above.


                                                 MIDDLESEX WATER COMPANY

                                                 By: /s/ Dennis W. Doll
                                                     -----------------------
                                                         Dennis W. Doll
                                                         President


                                                 By: /s/ J. Richard Tompkins
                                                     -----------------------
                                                         J. Richard Tompkins