SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                                    FORM 8-K
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     Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934





                         Date of Report: May 13, 2004



                             MIDDLESEX WATER COMPANY
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             (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
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          (Address of principal executive offices, including zip code)


                                 (732)-634-1500
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              (Registrant's telephone number, including area code)




Middlesex Water Company Item. 5. Other Events Announcement of Closing on Public Offering of 700,000 Shares of Common Stock as set forth in the attached press release. 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/Kenneth J. Quinn ------------------- Kenneth J. Quinn General Counsel, Secretary and Treasurer Dated: May 13, 2004 2


For More Information:
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Contact:  Bernadette M. Sohler, Director of Communications   (732) 634-1500


                  Middlesex Water Company Announces Closing on
                Public Offering of 700,000 Shares of Common Stock

     Iselin, NJ -May 13, 2004 - Middlesex Water Company ("the Company")
(NASDAQ:MSEX) announced that on May 12, 2004, it closed on the public offering
of 700,000 shares of its common stock at a price of $19.80 per share. The
Company has also granted the underwriters an over-allotment option to purchase
an additional 100,000 shares. The book-running manager is Janney Montgomery
Scott LLC and the co-manager is Edward D. Jones & Co., L.P. The net proceeds of
the offering will be used to repay most of the Company's outstanding short-term
borrowings. "The completion of this equity financing represents an important
part of our plan to finance our projected capital expenses through 2006," said
A. Bruce O'Connor, Chief Financial Officer of Middlesex Water Company.

     The offering of these securities is being made only by means of a
prospectus, copies of which may be obtained by contacting Janney Montgomery
Scott LLC, Equity Syndicate Department, 60 State Street, 11th Floor, Boston, MA
02109 (617)557-2971.

     Middlesex Water Company, organized in 1897, is an investor-owned water
utility and is engaged in the business of supplying water for domestic,
commercial, industrial and fire protection purposes.

     For additional information regarding Middlesex Water Company, visit the
Company's website at www.middlesexwater.com or call (732) 634-1500.
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     The shares of common stock were sold pursuant to a registration statement
that has been declared effective by the Securities and Exchange Commission. The
shares are only offered by means of the prospectus related to this offering.
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.

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