8-K

                                  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 (Date of earliest event reported):  March 31, 2006


                             Middlesex Water Company
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


          New Jersey                    0-422                22-1114430
- -------------------------------     --------------      ---------------------
(State or other jurisdiction of      (Commission           (IRS Employer
        incorporation)               File Number)        Identification No.)


          1500 Ronson Road, Iselin, New Jersey            08830
     -------------------------------------------       -----------
       (Address of principal executive offices)         (Zip Code)


      Registrant's telephone number, including area code:    (732) 634-1500
                               -------------------

                                 Not Applicable
        -----------------------------------------------------------------
          (Former name or former address, if changed since last report)


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 (see General Instruction A.2. below):

[_]  Written communications pursuant to Rule 425 under the Securities Act

[_]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act

[_]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act

[_]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act




Item 4.01     Changes in Registrant's Certifying Accountant.

Deloitte  &  Touche  LLP  (D&T) was previously the independent registered public
accounting  firm  for  Middlesex Water Company (the Company). On March 31, 2006,
the  Audit  Committee of the Company's Board of Directors agreed to engage Beard
Miller Company LLP (BMC) as its independent registered public accounting firm to
replace  D&T,  effective for fiscal year 2006, including the Company's audit for
the year ending December 31, 2006. The change was made after the Audit Committee
reviewed  proposals  from  three independent registered public accounting firms,
including  D&T.

D&T's  audit  report on the Company's consolidated financial statements for each
of  the  past  two  fiscal  years ended December 31, 2005 and December 31, 2004,
included in the Company's Annual Report on Form 10-K for the year ended December
31,  2005,  did  not contain any adverse opinions or disclaimers of opinion, nor
were  such  reports  qualified  or  modified  as  to uncertainty, audit scope or
accounting  principles;  however,  the  opinion  of D&T on the Company's Balance
Sheets  as  of  December  31, 2004 and 2003 and Statements of Cash Flows for the
years  ended  December  31,  2004, 2003 and 2002, included in the Company's Form
10-K/A  for  the  year  ended  December 31, 2004, included an emphasis paragraph
concerning  the  restatement  of the Company's Balance Sheets as of December 31,
2004  and  2003  and  Statements  of Cash Flows for the years ended December 31,
2004,  2003  and  2002.  The  audit  report of D&T on management's assessment of
internal  control  over  financial  reporting  and the effectiveness of internal
control  over  financial  reporting  as  of December 31, 2005 did not contain an
adverse  opinion  or disclaimer of opinion, and was not qualified or modified in
any way.

During  the  two  most recent fiscal years ended December 31, 2005 and 2004, and
through  March  31,  2006, there were no disagreements with D&T on any matter of
accounting  principles or practices, financial statement disclosure, or auditing
scope  or procedures, which disagreements, if not resolved to D&T's satisfaction
would  have  caused  them  to  make  reference  to  the  subject  matter  of the
disagreement  in  connection  with the audit reports of the financial statements
for  such years. During the two most recent fiscal years ended December 31, 2005
and  2004,  and  through  March  31,  2006,  there was one reportable event.  In
November  2005,  the  Company informed D&T of an identified material weakness in
internal  controls  related  to  the  recording  and  reporting  of construction
advances  and contributions for utility plant.  The material weakness identified
is discussed in Item 9A of the Company's Form 10-K/A for the year ended December
31,  2004.

We have provided D&T with a copy of the foregoing disclosures and requested from
them  a  letter  indicating whether they agree with these disclosures. A copy of
their  letter  dated  April  5,  2006  is  attached  as  Exhibit  16  hereto.

During  the  Company's  two most recent fiscal years and through March 31, 2006,
the  Company  did  not  consult with BMC regarding either (1) the application of
accounting  principles to a specified transaction, either completed or proposed,
or  the  type of audit opinion that might be rendered on the Company's financial
statements,  or  (2)  any  matter that was either the subject of disagreement or
reportable  events.


Item  9.01    Financial  Statements  and  Exhibits.

        (c)  Exhibits.

Exhibit Number    Exhibit Title
- --------------    -------------

     16           Letter of Deloitte & Touche LLP regarding change in certifying
                  accountant





                                   SIGNATURES

Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  hereunto  duly  authorized.

                                      Middlesex Water Company


Date: April 5, 2006                   By:  /s/ A. Bruce O'Connor
                                      -----------------------------------
                                      A. Bruce O'Connor
                                      Vice President and Chief Financial Officer

EX-16

                                                                      Exhibit 16


April 5, 2006

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-7561

Dear Sirs/Madams:

We have read Item 4.01 of Middlesex Water Company's Form 8-K dated March 31,
2006, and have the following comments:

1.   We agree with the statements made in the first sentence of the first
     paragraph, the second paragraph, the third paragraph and the fourth
     paragraph.

2.   We have no basis on which to agree or disagree with the statements made in
     the second sentence of the first paragraph or the fifth paragraph.

3.   We have no basis on which to agree or disagree with the statement made in
     the third sentence of the first paragraph, except that we agree that we
     submitted a proposal to serve as Middlesex Water Company's independent
     registered public accounting firm.

Yours truly,

/s/ Deloitte & Touche LLP
Parsippany, New Jersey