Mail Stop 3561

 					November 10, 2005

Mr. Kenneth J. Quinn
Vice President, General Counsel, Secretary, and Treasurer
1500 Ronson Road
Iselin, New Jersey 08830

	Re:	Middlesex Water Company
		Form 8-K Filed November 9, 2005
		File No. 0-422

Dear Mr. Quinn:

      We have reviewed your filing and have the following
Where indicated, we think you should revise your document in
to these comments. If you disagree, we will consider your
as to why our comment is inapplicable or a revision is
Please be as detailed as necessary in your explanation.  In some
our comments, we may ask you to provide us with information so we
better understand your disclosure.  After reviewing this
we may or may not raise additional comments.

	Please understand that the purpose of our review process is
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
of our review.  Feel free to call us at the telephone number
at the end of this letter.

Form 8-K

Item 4.02(a)

1. It is unclear to us why non-cash contributions of utility
would affect the Statement of Cash Flows.  As such, please explain
us how you previously accounted for such transactions on the
Statement of Cash Flows and explain why a restatement is
2. Please amend Form 8-K to disclose the amount of the restatement
both the Balance Sheet and Statement of Cash Flows.  Refer to the
requirements of Item 4.02(a)(2) of Form 8-K.
3. Please amend Form 8-K to include whether the audit committee,
board of directors, or authorized officer(s) discussed the matters
disclosed in the filing with Deloitte & Touche, LLP.  Refer to the
requirements of Item 4.02(a)(3) of Form 8-K.
4.  Please tell us if your certifying officers have considered the
effect of the errors on the accuracy of prior disclosures
internal controls and disclosure controls and procedures under
307 of Regulation S-K.  If such officers have concluded that their
previous conclusions regarding effectiveness were incorrect with
respect to the periods to be restated, you must disclose this
determination.  Otherwise, please explain to us why the discovery
these errors did not affect your conclusions regarding the
effectiveness of internal controls and disclosure controls and

*    *    *    *

      As appropriate, please amend your filing and respond to
comments within 5 business days or tell us when you will provide
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
that keys your responses to our comments and provides any
information.  Detailed cover letters greatly facilitate our
Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Staff Accountant Sarah Goldberg at (202)
3340 if you have any questions regarding these comments.


								Sarah Goldberg





Mr. Quinn
Middlesex Water Company
November 10, 2005
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