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: December 27, 2002



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



            NEW JERSEY                       O-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)








Middlesex Water Company




Item. 5. Other Events

Annette  Catino,  President and Chief  Executive  Officer of QualCare,  Inc., of
Piscataway,  New Jersey,  has been elected a Director of the Company,  effective
January 1, 2003.

J. Richard  Tompkins  will retire as Chief  Executive  Officer of the Company on
December 31, 2002. He will retain the Title of Chairman of the Board.

Dennis G. Sullivan,  President,  has been  designated  Chief  Executive  Officer
effective January 1, 2003.

Ronald J. Williams has been designated Chief Operating Officer effective January
1, 2003.


                                    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/ Marion F. Reynolds
                                         ---------------------------------------
                                                  Marion F. Reynolds
                                         Vice President, Secretary and Treasurer


Dated: December 27, 2002

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