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: November 3, 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           (I.R.S. Employer
 incorporation 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 8.01. Other Events.

On November 3, 2006, Middlesex Water Company (the "Company") issued a press
release announcing the pricing of the public offering, issuance and sale of
1,300,000 shares of the Company's common stock, no par value. A copy of the
press release is attached hereto as Exhibit 99.1 and incorporated herein by
reference.


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.        Description
- -----------        -----------
    99.1           Middlesex Water Company Press Release dated November 3, 2006



                                    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. Quinn
                                               -------------------
                                               Kenneth J. Quinn
                                               Vice President, General Counsel,
                                               Secretary and Treasurer


Dated:    November 3, 2006





                                        2

EX-99.1

                                                                   Exhibit 99.1

MIDDLESEX WATER ANNOUNCES PRICING OF COMMON STOCK OFFERING

         ISELIN, NJ - November 3, 2006 -- Middlesex Water Company (NASDAQ: MSEX)
(the "Company") announced today that it has priced an underwritten public
offering of 1,300,000 shares of its common stock at a price to the public of
$18.46 per share. The underwriters have a 30-day over-allotment option to
purchase up to an additional 195,000 shares. The offering is expected to close
on November 8, 2006.
         The proceeds of the offering will be used to repay in full all of the
Company's outstanding short-term borrowings and to partially finance its ongoing
construction program.
         The managing underwriters for the offering are Janney Montgomery Scott
LLC and A.G. Edwards & Sons, Inc. The offering will be made only by means of a
prospectus. A copy of the final prospectus related to the offering can be
obtained when available by contacting Janney Montgomery Scott LLC, 60 State
Street, 35th Floor, Boston, MA 02109, Attention: Equity Syndicate Department or
prospectus@jmsonline.com.
         The shares of common stock were sold pursuant to a registration
statement that has been declared effective by the Securities and Exchange
Commission. The shares are only offered by means of the prospectus related to
this offering. This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the common stock
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
         Middlesex Water Company, organized in 1897, is an investor-owned water
utility and together with its subsidiaries, is engaged in the business of
collecting, treating, distributing and selling water for domestic, commercial,
industrial and fire protection purposes in New Jersey and Delaware. The Company
also provides waste water systems and services in New Jersey and Delaware.
For more information, contact:
Bernadette Sohler, Director of Communications (732) 634-1500, Ext. 281