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: October 27, 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 Announcement of Middlesex Water Company Third Quarter 2006 Earnings as set forth in the press release, which is attached as Exhibit 99.1 and incorporated herein by reference. Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description - ----------- ----------- 99.1 Press release, dated October 27, 2006, issued by Middlesex Water Company announcing its financial results for the three and nine months ended September 30, 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: October 27, 2006 2


                                                                    Exhibit 99.1

             MIDDLESEX WATER COMPANY REPORTS THIRD QUARTER EARNINGS

                Consolidated Revenues Climb 8.6% in Third Quarter


         ISELIN, NJ (October 27, 2006) Middlesex Water Company (Nasdaq Global
Select Market:MSEX), a provider of water and wastewater services in New Jersey
and Delaware, today announced that its Board of Directors approved an increase
in the quarterly dividend from $0.17 to $0.1725 per common share, payable
December 1, 2006, to shareholders of record as of November 15, 2006.

Third Quarter 2006 Results
- --------------------------

         Middlesex Water Company produced positive financial results in several
areas in the third quarter of 2006. Earnings applicable to common stock rose to
$3.3 million for the quarter ended September 30, 2006, up from $3.0 million from
the same period in 2005. Basic and diluted earnings per share of common stock
rose to $0.29 and $0.28 per share, respectively, from $0.26 for both for that
period in 2005.

         Consolidated operating revenues for the quarter ended September 30,
2006 were $22.6 million, up $1.8 million from $20.8 million for the same period
in 2005. Water sales revenues improved by $0.6 million in the regulated New
Jersey utilities, of which $1.3 million was the result of a base rate increase
that was granted to Middlesex on December 8, 2005. Unfavorable weather at the
beginning and end of the quarter resulted in a decrease of consumption revenues
of $0.7 million when compared to the same period in 2005. Revenues rose in the
Delaware service territories by $1.1 million. Higher water consumption by
existing customers contributed $0.4 million of the increase, customer growth
accounted for $0.2 million and the implementation of the 15% interim rate
increase on June 28, 2006 contributed an additional $0.5 million. New
unregulated wastewater contracts in Delaware provided $0.1 million.

         Operations and maintenance expenses for the quarter increased to $11.4
million, up from $10.8 million. The continued growth of the Delaware systems
resulted in $0.4 million of increases for the cost of water and wastewater
treatment, business insurance, payroll and related employee benefit costs.

Nine-Month Results
- ------------------

         For the nine-month period ended September 30, 2006, earnings applicable
to common stock were $8.0 million, compared to $6.2 million in the prior year.
Basic and diluted earnings per share increased to $0.69 and $0.68 respectively,
up from $0.54 for both for the same period in 2005. Operating revenues increased
$5.9 million, or 10.5% from the same period in 2005. Base rate increases in New
Jersey and Delaware combined to contribute $3.9 million of the higher revenues.
Water consumption and related fees from customer growth, primarily in Delaware,
added $0.8 million of the increase, while water sales to our existing customers
grew by $0.4 million. New unregulated wastewater contracts in Delaware provided
$0.4 million of additional revenues. All other sources contributed $0.4 million.

         Operation and maintenance expenses increased $1.4 million, or 4.4%.
Water production and treatment costs for our Middlesex system increased by $0.2
million, which was offset by $0.2 million of reduced maintenance costs. The
continuing growth of our Delaware systems resulted in higher costs of water
treatment, additional employees and related benefit expenses of $0.4 million.
Costs related to providing services by our non-regulated wastewater operation in
Delaware increased $0.2 million. USA-PA expenses for subcontractor fees and
labor increased by $0.2 million. Business insurance increased $0.2 million. All
other operation costs increased by $0.4 million.

"We continue to remain focused on obtaining timely and adequate rate relief for the substantial capital investments we continue to make in water infrastructure, primarily in our Delaware service territory. In addition, we continue to demonstrate our capabilities in the wastewater business to prospective customers and we are actively pursuing profitable growth in this business," said Dennis W. Doll, Middlesex President & CEO. About Middlesex Water Company - ----------------------------- Middlesex Water Company, organized in 1897, is an investor-owned water utility, serving customers in central and southern New Jersey and in the State of Delaware. The Company and its New Jersey subsidiaries - Pinelands Water Company and Pinelands Wastewater Company--are subject to the regulations of the Board of Public Utilities of the State of New Jersey. Middlesex Water operates the water and wastewater utilities for the City of Perth Amboy through its subsidiary, Utility Service Affiliates (Perth Amboy), Inc. Middlesex Water also provides contract operations services and a service line maintenance program through its non-regulated subsidiary, Utility Service Affiliates, Inc. The Company's regulated Delaware subsidiaries, Tidewater Utilities, Inc., together with Southern Shores Water Company, and Tidewater Environmental Services are subject to the regulations of the Public Service Commission in Delaware. White Marsh Environmental Systems, Inc. operates small water and wastewater systems under contract on a non-regulated basis in Delaware. These companies are also subject to various Federal and State and regulatory agencies concerning water quality standards. For additional information regarding Middlesex Water Company, visit the Company's Web site at www.middlesexwater.com or call (732) 634-1500. ---------------------- - -------------------------------------------------------------------------------- Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Certain matters discussed in this press release are "forward-looking statements" intended to qualify for safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. Such statements address future plans, objectives, expectations and events concerning various matters such as capital expenditures, earnings, litigation, growth potential, rates, regulatory matters, liquidity, capital resources and accounting matters. Actual results in each case could differ materially from those currently anticipated in such statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. - -------------------------------------------------------------------------------- Contact: Bernadette M. Sohler Director of Communications (732) 634-1500

MIDDLESEX WATER COMPANY CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2006 2005 2006 2005 - -------------------------------------------------------------------------------------------------------------------- Operating Revenues $ 22,631,975 $ 20,832,448 $ 61,899,176 $ 56,006,102 - -------------------------------------------------------------------------------------------------------------------- Operating Expenses: Operations 10,446,019 10,065,706 30,104,046 28,516,810 Maintenance 907,554 765,422 2,440,786 2,643,226 Depreciation 1,882,544 1,635,403 5,263,677 4,803,610 Other Taxes 2,537,462 2,352,781 7,109,987 6,599,435 - -------------------------------------------------------------------------------------------------------------------- Total Operating Expenses 15,773,579 14,819,312 44,918,496 42,563,081 - -------------------------------------------------------------------------------------------------------------------- Operating Income 6,858,396 6,013,136 16,980,680 13,443,021 - -------------------------------------------------------------------------------------------------------------------- Other Income: Allowance for Funds Used During Construction 170,148 109,009 398,173 459,915 Other Income 41,393 63,368 140,171 154,530 Other Expense (6,372) (1,879) (20,630) (26,348) - -------------------------------------------------------------------------------------------------------------------- Total Other Income, net 205,169 170,498 517,714 588,097 - -------------------------------------------------------------------------------------------------------------------- Interest Charges 1,889,572 1,624,145 5,212,687 4,584,315 - -------------------------------------------------------------------------------------------------------------------- Income before Income Taxes 5,173,993 4,559,489 12,285,707 9,446,803 - -------------------------------------------------------------------------------------------------------------------- Income Taxes 1,796,998 1,535,061 4,128,512 3,096,545 - -------------------------------------------------------------------------------------------------------------------- Net Income 3,376,995 3,024,428 8,157,195 6,350,258 Preferred Stock Dividend Requirements 61,947 61,947 185,840 189,340 - -------------------------------------------------------------------------------------------------------------------- Earnings Applicable to Common Stock $ 3,315,048 $ 2,962,481 $ 7,971,355 $ 6,160,918 - -------------------------------------------------------------------------------------------------------------------- Earnings per share of Common Stock: Basic $ 0.29 $ 0.26 $ 0.69 $ 0.54 Diluted $ 0.28 $ 0.26 $ 0.68 $ 0.54 Average Number of Common Shares Outstanding : Basic 11,629,681 11,466,024 11,611,427 11,409,182 Diluted 11,960,821 11,805,164 11,942,567 11,750,989 Cash Dividends Paid per Common Share $ 0.1700 $ 0.1675 $ 0.5100 $ 0.5025