________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                         POST EFFECTIVE AMENDMENT NO. 8



                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           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)

                                  732-634-1500
              (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
                                  732-634-1500
           (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 29, 2003.


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 up
to 150,000  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  February
28, 2003,  and September 2, 2003,  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, 2003, and August 20, 2003.

     The 5% reduction in price also will apply to dividends  paid and reinvested
on February 28, 2003,  (to holders of record  February 14,  2003).  In addition,
this discount will apply to any other  dividends  declared,  paid and reinvested
during the discount period.

     This offer is limited to an  aggregate of 150,000  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% purchase  price  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.


                                                         MIDDLESEX WATER COMPANY

                                                         /s/ Dennis G. Sullivan
                                                         -----------------------
                                                         Dennis G. Sullivan
                                                         President




                                   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 29th day of January 2003.

                                                  MIDDLESEX WATER COMPANY

                                                  By: /s/ Dennis G. Sullivan
                                                  ------------------------------
                                                  Dennis G. Sullivan,
                                                  President and Director


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  or  Amendment  has been signed  below by the  following
person in the capacity and on the date indicated.



     Signature                          Title                            Date
     ---------                          -----                            ----


 /s/J. Richard Tompkins            Chairman of the Board                1/23/03
 ----------------------            and Director                        --------
J.  Richard Tompkins

/s/ Dennis G. Sullivan             President and Director               1/23/03
- ----------------------                                                 --------
Dennis G. Sullivan

/s/ A. Bruce O'Connor              Vice President and Controller        1/23/03
- ---------------------                                                  --------
A. Bruce O'Connor

/s/ Annette Catino                 Director                             1/23/03
- ------------------                                                     --------
Annette Catino

/s/ John C. Cutting                Director                             1/23/03
- -------------------                                                    --------
John C. Cutting

/s/ John R. Middleton, M.D.        Director                             1/23/03
- ---------------------------                                            --------
John R. Middleton, M.D.

/s/ John P. Mulkerin               Director                             1/23/03
- --------------------                                                   --------
John P. Mulkerin

/s/Stephen H. Mundy                Director                             1/23/03
- -------------------                                                    --------
Stephen H. Mundy

______________________             Director                             _______
Walter G. Reinhard

/s/Jeffries Shein                  Director                             1/23/03
- -----------------                                                      --------
Jeffries Shein