Washington, D.C. 20549

                                    FORM 8-K

     Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

                         Date of Report: April 28, 2004

                             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)

              (Registrant's telephone number, including area code)

Middlesex Water Company

Item. 5. Other Events

Announcement of First Quarter 2004 Earnings as set forth in the attached press


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

                                    /s/Kenneth J. Quinn
                                    Kenneth J. Quinn
                                    General Counsel, Secretary and Treasurer

Dated:    April 28, 2004


          Bernadette M. Sohler, Director of Communications (732) 634-1500

          Middlesex Water Company Announces First Quarter 2004 Earnings

     ISELIN, NEW JERSEY, (April 28, 2004) Middlesex Water Company, (NASDAQ:
MSEX), a provider of water and wastewater services in New Jersey and Delaware,
announced a 6.0% increase in consolidated operating revenues for the first
quarter ended March 31, 2004.

     First Quarter 2004 Results

     Revenues for the first quarter totaled $15.9 million, up from $15.0 million
for the same period in 2003. Double-digit increases in base rates and customer
growth for its Delaware subsidiary, Tidewater Utilities, Inc., (TUI), generated
an additional $0.4 million in revenues during the quarter, while our meter
installation joint venture added $0.5 million to revenues. Operating expenses
increased to $13.6 million up from $12.6 million. Costs associated with the
customer growth in Delaware and the meter installation joint venture amounted to
$0.7 million of the increase. Higher purchased water costs, energy costs and
business insurance costs for the Middlesex system accounted for $0.3 million of
the operating expenses. The Company reported Common Stock earnings of $0.9
million, or $0.09 per share, for the first quarter ended March 31, 2004,
compared with $1.1 million or $0.11 per share in 2003.

 Twelve Month Earnings

     For the twelve months ended March 31, 2004, revenues were $65.0 million, up
from $62.6 million for the same period in the prior year. Double-digit increases
in base rates and customer growth for TUI generated $1.7 million of additional
revenues. Revenues from our meter installation joint venture and other
non-regulated activities pushed revenues up by $1.0 million. Cool, wet weather
conditions caused revenues to fall by $0.5 in our Middlesex system. In addition
to cost increases in the same operating expenses categories as the quarter,
water treatment costs, employee costs and corporate governance compliance costs
also increased. Interest expense rose as the amount of long-term borrowings rose
by almost $10.0 million. As a result, net income decreased to $6.4 million from
$7.7 million for the period ended March 31, 2004.

Board Declares Quarterly Dividend
- ---------------------------------
     The Board of Directors of Middlesex Water Company declared a quarterly
dividend of $0.165 per share on the Common Stock, payable on June 1, 2004, to
stockholders of record as of May 14, 2004. The Company has paid cash dividends
in varying amounts continually since 1912 and the dividend has been


Middlesex Water Company Announces First Quarter 2004 Earnings/2

increased in each year since 1973. Middlesex Water has a Dividend Reinvestment
Plan under which dividends and optional cash payments can be used to purchase
additional shares of Common stock. The Company also offers direct deposit of
dividends whereby dividend payments may be deposited into shareholders'
checking, savings or money market accounts.

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
Company operates the water and wastewater utilities for the City of Perth Amboy
through its subsidiary, Utility Service Affiliates (Perth Amboy), Inc. The
Company's Delaware subsidiary, Tidewater Utilities, Inc., together with Southern
Shores Water Company, is subject to the regulations of the Public Service
Commission in Delaware. These companies are also subject to various Federal and
State regulatory agencies concerning water quality standards.

For additional information regarding Middlesex Water Company, visit the
Company's web site at or call (732) 634-1500.

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A registration statement relating to the Company's common stock has been filed
with the Securities and Exchange Commission but has not yet become effective.
The Company's common stock may not be sold nor may offers to buy be accepted
prior to the time the registration statement becomes effective. This press
release shall not constitute an offer to sell or the solicitation of an offer to
buy nor shall there be any sale of the common stock in any State in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such State.
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                    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, rate,
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.

MIDDLESEX WATER COMPANY CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Three Months Ended March 31, Twelve Months Ended March 31, 2004 2003 2004 2003 ----------------------------- ------------------------------ Operating Revenues $ 15,875,733 $ 14,981,373 $ 65,005,574 $ 62,684,756 ---------------------------- ---------------------------- Operating Expenses: Operations 8,904,091 7,811,629 33,758,561 30,516,982 Maintenance 862,508 975,854 3,415,767 3,165,499 Depreciation 1,436,230 1,280,180 5,518,777 4,947,730 Other Taxes 1,945,194 1,908,128 7,852,984 7,797,617 Income Taxes 507,359 629,733 3,114,844 3,926,129 ---------------------------- ---------------------------- Total Operating Expenses 13,655,382 12,605,524 53,660,933 50,353,957 ---------------------------- ---------------------------- Operating Income 2,220,351 2,375,849 11,344,641 12,330,799 ---------------------------- ---------------------------- Other Income: Allowance for Funds Used During Construction 49,561 92,606 272,874 291,991 Other Income 19,806 19,944 131,361 225,661 Other Expense (3,236) (19,170) (73,997) (80,590) ---------------------------- ---------------------------- Total Other Income 66,131 93,380 330,238 437,062 Interest Charges 1,252,842 1,244,348 5,235,524 5,054,333 ---------------------------- ---------------------------- Net Income 1,033,640 1,224,881 6,439,355 7,713,528 Preferred Stock Dividend Requirements 63,697 63,697 254,786 254,786 ---------------------------- ---------------------------- Earnings Applicable to Common Stock $ 969,943 $ 1,161,184 $ 6,184,569 $ 7,458,742 ---------------------------- ---------------------------- Earnings per share of Common Stock: Basic $ 0.09 $ 0.11 $ 0.59 $ 0.72 Diluted $ 0.09 $ 0.11 $ 0.59 $ 0.72 Average Number of Common Shares Outstanding : Basic 10,579,095 10,378,502 10,524,905 10,327,655 Diluted 10,922,235 10,721,642 10,868,045 10,670,795 Cash Dividends Paid per Common Share $ 0.165 $ 0.161 $ 0.653 $ 0.638