Exhibit 32.1


         SECTION 906 CERTIFICATION PURSUANT TO 18 U.S.C.(section)1350

I, A. Bruce O'Connor, hereby certify that, to the best of my knowledge, the
periodic report being filed herewith containing financial statements fully
complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)) and that information
contained in said periodic report fairly presents, in all material respects,
the financial condition and results of operations of Middlesex Water Company
for the period covered by said periodic report.



                                               /s/ A. Bruce O'Connor
                                              ----------------------
                                                   A. Bruce O'Connor
                                                   Chief Financial Officer


Date:   August 9, 2004




A signed original of this written statement required by Section 906 has been
provided to Middlesex Water Company and will be retained by Middlesex Water
Company and furnished to the Securities and Exchange Commission or its staff
upon request.