UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  May 12, 2006


                         ARTESIAN RESOURCES CORPORATION
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             (Exact name of registrant as specified in its charter)




             Delaware                          000-18516                          51-0002090
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 (State or other jurisdiction of              (Commission             (IRS Employer Identification No.)
          incorporation)                      File Number)


             664 Churchmans Road, Newark, Delaware                                   19702
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            (Address of principal executive offices)                              (Zip Code)



Registrant's telephone number, including area code: 302-453-6900
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                                 Not Applicable
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         (Former name or former address, if changed since last report.)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):


[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))




ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On May 12, 2006 (the "Grant Date"), the Equity Compensation Committee of the
Board of Directors (the "Committee") of Artesian Resources Corporation (the
"Company") approved grants of non-qualified stock options (the "Options") to
purchase shares of the Company's Class A Non-Voting Common Stock (the "Class A
Stock") to all the Directors of the Company. The Options were granted pursuant
to the Artesian Resources Corporation 2005 Equity Compensation Plan.

The Committee determined that the exercise price per share for the Options shall
be the fair market value of a share of the Class A Stock on the Grant Date,
which was $31.67 based on the last reported sale price of the Class A Stock on
NASDAQ National Market. The Options fully vest and become exercisable one year
from the Grant Date. The options shall have a term of ten years from the Grant
Date and shall terminate at the expiration of that period, unless it is
terminated at an earlier date pursuant to the provisions of the grant instrument
and the Plan. The following table sets forth additional information regarding
the Options:




                NAME                                   POSITION                    NUMBER OF OPTIONS GRANTED        TOTAL VALUE
- ---------------------------------         ----------------------------------       -------------------------        -----------
                                                                                                           
            Dian C. Taylor                Chair of the Board,CEO & President                 4,500                  $142,515.00
         Kenneth R. Biederman                          Director                              4,500                  $142,515.00
        John R. Eisenbrey, Jr.                         Director                              4,500                  $142,515.00
           William C. Wyer                             Director                              4,500                  $142,515.00
         Norman H. Taylor Jr                           Director                              4,500                  $142,515.00
                                                                                            ------                  -----------
      TOTAL GRANTED MAY 12, 2006                                                            22,500                  $712,575.00
                                                                                            ======                  ===========





                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                         ARTESIAN RESOURCES CORPORATION

Date: May 18, 2006                       By: /s/ DAVID B. SPACHT
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                                         David B. Spacht
                                         Vice President, Chief Financial Officer
                                         and Treasurer