Washington, D.C. 20549
                                  FORM 8-K
    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
                       Date of Report:  February 4, 1999
                             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)

Item 5.       Other Events
The Company has completed a transaction that includes a 20-year contract with 
the City of Perth Amboy (the "City") for operation, maintenance and management 
services for the City's Water System and Wastewater System and a financing 
related to the contract.  In the financing the Middlesex County Improvement 
Authority (the "Authority") issued three series of bonds totaling 
approximately $ 68 million, with the Company being the guarantor on one of the 
series in the principal amount of approximately $ 26 million.

Under the contract the Company, through its newly-formed subsidiary Utility 
Service Affiliates (Perth Amboy) Inc. ("USA-PA"), will operate and manage the 
City's water and sewer utilities and pay the City concession fees of $4.5 
million annually for the first five years of the contract and $1.1 million for 
the remaining 15 years.  USA-PA is to be paid fees ranging from $6.4 million 
in the first year to $9.7 million in the final year of the contract.  The City 
and USA-PA will generally share equally in new revenues generated.

USA-PA has entered into a subcontract with an unaffiliated entity that will 
operate and manage the wastewater system.  USA-PA will make $18 million in 
capital improvements using funds obtained from the Authority.

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: February 4, 1999            /s/Marion F. Reynolds/
                                     Marion F. Reynolds
                                     Vice President, Secretary and Treasurer