SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20S49

                                    FORM 8-K

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

                       Date of Report: December 19, 2001

                            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. 0ther Events

     Middlesex  Water Company (MWC) today received  approval from the New Jersey
Board of Public  Utilities (BPU) of its  three-for-two  stock dividend  ("stock
split")  declared by the Company's  Board of Directors on October 25, 2001.  The
Dividend is declared on the number of common shares that were outstanding at the
close of business  on December  14,  2001.  Stockholders  will end up with three
shares for every two shares of Middlesex Water Company common stock they hold.

     Shareholders   who  are  not   participants   in  the  Company's   Dividend
Reinvestment  and Common Stock  Purchase  Plan will receive a stock  certificate
representing  the number of  additional  full shares to which they are  entitled
under the stock split on or about January 2, 2002. Fractional shares will not be
issued in the form of a certificate.  Shareholders will receive the value of the
fractional  shares by check. The value of the fractional shares will be based on
the NASDAQ closing price on December 14, 2001 of $34.30 per share.

     For Shareholders who reinvest all, or a portion,  of their dividends,  both
whole and fractional  shares resulting from the split will be added to the total
shares in their account.  MWC shares held by  stockholders  in certificate  from
remain valid and need not be returned to the Company or the transfer  agent as a
result of the split.

     Following  are the record  dates of the  Company's  stock  split  since its
incorporation in 1897:


     October 31, 1927                   5-for-1 Stock Split
     October 30, 1959                   3-for-1 Stock Split
     December 22, 1967                  2-for-1 Stock Split
     December 12, 1984                  2-for-1 Stock Split
     September 15, 1992                 2-for-1 Stock Split
     December 14, 2001                  3-for-2 Stock Split







                                   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/ Marion F. Reynolds
                                      ---------------------------------------
                                      Marion F. Reynolds
                                      Vice President, Secretary and Treasurer


Dated:  December 19, 2001