Exhibit 32.1

             SECTION 906 CERTIFICATION PURSUANT TO 18 U.S.C. ss.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:   November 23, 2005

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.