WASHINGTON, DC 20549

                         POST EFFECTIVE AMENDMENT NO. 7
                                    FORM S-3
                             REGISTRATION STATEMENT
                           THE SECURITIES ACT OF 1933

                             MIDDLESEX WATER COMPANY
             (Exact name of Registrant as specified in its charter)

New Jersey                                                   22-1114430
- ----------                                                   ----------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                               Identification No.)

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

              (Registrant's telephone number, including area code)

                               MARION F. REYNOLDS
                                 Vice President,
                             Secretary and Treasurer
                             Middlesex Water Company
                                1500 Ronson Road
                            Iselin, New Jersey 08830
           (Name, address, and telephone number of agent for service)

                                    Copy to:
                                PETER D. HUTCHEON
                           Norris, McLaughlin & Marcus
                            721 Route 202 & 206 North
                                   PO Box 1018
                            Somerville, NJ 08876-1018

            The Post Effective Amendment filed herewith relates to
            Registration No. 33-11717 on Form S-E filed by the
            registrant on December 12. 1991.

The date of this Prospectus Supplement is January 30, 2002. RE: SPECIAL 5% DISCOUNT OFFER TO DRIP PLAN PARTICIPANTS Dear Shareholder: This letter supplements certain information contained in the prospectus dated January 25, 2000, (the "Prospectus") covering the Company's Dividend Reinvestment and Common Stock Purchase Plan (the "Plan"). It refers especially to the reduced purchase price provision covered in the answer to Question 25 of the Prospectus. For a limited period of time Middlesex Water Company is offering to sell shares of its Common Stock at a 5% discount to participants in the Plan. The offer applies to all purchases under the Plan made between March 1, 2002, and August 1, 2002, whether by Optional Cash Payment, Dividend Reinvestment or employee payroll deduction. To take advantage of this offer through Optional Cash Payments, the cash payment form attached to your statement of account, together with your payment, must be received by the Agent (Registrar and Transfer Company, 10 Commerce Drive, Cranford, NJ 07016) between February 20, 2002, and July 20, 2002. The 5% reduction in price will also apply to dividends paid and reinvested on March 1, 2002, (to holders of record February 15, 2002, and June 1, 2002, (to holders of record May 15, 2002). This offer is limited to an aggregate of 100,000 shares on a first-come, first-served basis. During this reduction period, the price of the stock will be 95% of the purchase price as described in the answer to Question 24 of the Prospectus. If purchases are made at the reduced price and shares are then withdrawn from the Plan within six months after the purchase you will be subject to a withdrawal fee equal to the original 5% share reduction on all shares withdrawn. You should refer to the Prospectus for details and other terms of the Plan. If you have any questions about this proposal or need an additional copy of the Prospectus, please feel free to call Marion F. Reynolds, Vice President, Secretary and Treasurer of the Company. If you do not wish to participate in this offer, except for the reinvestment of dividends, no action is required on your part. Sincerely, MIDDLESEX WATER COMPANY /s/ J. Richard Tompkins ----------------------- J. Richard Tompkins Chairman of the Board

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant Certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement or Amendment thereto, to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Woodbridge, State of New Jersey on the 30th day of January 2002. MIDDLESEX WATER COMPANY J. Richard Tompkins Chairman of the Board Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or Amendment has been signed below by the following persons in the capacities and on the date indicated. Title Signature Date Chairman of the Board and /s/ J. Richard Tompkins 1/30/02 Director ----------------------- J. Richard Tompkins President and Director /s/ Dennis G. Sullivan 1/30/02 ---------------------- Dennis G. Sullivan Director /s/ John C. Cutting 1/30/02 ---------------------- John C. Cutting Director /s/ John R. Middleton 1/30/02 ---------------------- John R. Middleton Director /s/ John P. Mulkerin 1/30/02 ---------------------- John P. Mulkerin Director /s/ Stephen H. Mundy 1/30/02 ---------------------- Stephen H. Mundy Director /s/ Jeffries Shein 1/30/02 ---------------------- Jeffries Shein