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: May 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)


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







Middlesex Water Company


Item. 5. Other Events

Announcement of Approval from New Jersey Board of Public Utilities for Rate
Increase Filed by Middlesex Water Company 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 28, 2004

                                        2




CONTACT:  Bernadette M. Sohler, Director of Communications  (732) 634-1500
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                  MIDDLESEX WATER COMPANY RECEIVES BPU APPROVAL
                             FOR WATER RATE INCREASE

     ISELIN, NEW JERSEY, (May 28, 2004) -- Middlesex Water Company has received
approval from the New Jersey Board of Public Utilities (BPU) for a 9.5% increase
in its water rates. The Company had requested an increase of 17.8% or $8,014,874
over current revenues in November of 2003 to cover costs of its increased
capital investment as well as maintenance and operating expenses.

     "Although the amount of the increase is less than requested, it will help
to offset the rising costs of purchased water and power, taxes, corporate
governance regulation, and security, that were factors beyond our control," said
President Dennis G. Sullivan.

     Sullivan added that water utilities continue to face new drinking water
quality regulations, infrastructure challenges and security issues. This
increase will aid us in our continuing goal of providing reliable, quality water
service," said Sullivan.

     Middlesex Water Company provides retail water service to customers in
Woodbridge, Edison, South Plainfield, Carteret, Metuchen and South Amboy. The
Company also provides service under contract to Sayreville, the Old Bridge
Municipal Utilities Authority (MUA), the Marlboro MUA, East Brunswick, Edison
and Highland Park. The increase applies to all classes of customers, both
contract and retail.

     The average household in the Company's retail service area is currently
charged $25.57 per month for 900 cubic feet or 5,980 gallons of water. The new
rate increase would mean a water charge of $28.00 per month for 900 cubic feet
of water. The rate increase is effective May 27, 2004. The rate proposal was
examined by the New Jersey Board of Public Utilities and the Division of
Ratepayer Advocate, an agency representing ratepayers.

     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. The Company's New Jersey
subsidiaries -- Pinelands Water Company and Pinelands Wastewater Company --
provide service to residents in Southampton Township, New Jersey. The Company's
other New Jersey subsidiary, Utility Service Affiliates (Perth Amboy)




Inc., operates the water supply for the City of Perth Amboy, New Jersey. Middlesex Water Company and Pinelands Water and Wastewater Companies are subject to the regulations of the New Jersey Board of Public Utilities. The companies are also subject to various Federal and State regulatory agencies concerning water quality standards. This rate change does not apply to Perth Amboy, Pinelands or the other subsidiary customers. For additional information regarding Middlesex Water Company, visit the Company's website at www.middlesexwater.com or call (732) 634-1500. ---------------------- - -------------------------------------------------------------------------------- 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. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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. - -------------------------------------------------------------------------------- #####