SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                                    FORM 8-K


     Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934



                        Date of Report: November 13, 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))



Middlesex Water Company


Item. 8.01.   Other Events

On November 13, 2006, Middlesex Water Company announced the closing of its
public offering of 1,495,000 Shares of Common Stock as set forth in the attached
press release.


Item 9.01   Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.        Description
-----------        -----------

99.1           Middlesex Water Company Press Release dated November 13, 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
                                        General Counsel, Secretary and Treasurer


Dated:    November  13, 2006

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