MIDDLESEX WATER CO
S-3DPOS, 1995-03-24
WATER SUPPLY
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Registration No.
  
  
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC 20549
  
                        POST EFFECTIVE AMENDMENT NO. 5
  
                                 FORM S-3
                          REGISTRATION STATEMENT
                                  UNDER
                        THE SECURITIES ACT OF 1933
  
                         MIDDLESEX WATER COMPANY
           Exact name of Registrant as specified in its charter)
  
      New Jersey                              22-1114430
     (State or other jurisdiction of         (I.R.S. Employer
      incorporation or organization)          Identification No.)
  
                1500 Ronson Road, Iselin, New Jersey 08830
                 (Address of principal executive offices)
  
                             908-634-1500
             (Registrants telephone number, including area code)
  
                          MARION F. REYNOLDS
                            Vice President,
                       Secretary and Treasurer
                       Middlesex Water Company
                          1500 Ronson Road
                      Iselin, New Jersey 08830
                            908-634-1500
        (Name,address, and telephone number of agent for service)
  
                              Copy to:
                         PETER D. HUTCHEON
                    Norris, McLaughlin & Marcus
                     721 Route 202 & 206 North
                           PO Box 1018
                     Somerville, NJ 08876-1018
  
  
  
  
           The Post Effective Amendment filed herewith relates to
           Registration No. 33-11717 on Form S-3 filed by the 
           registrant on December 12, 1991.
  
<PAGE>  
   The date of this Prospectus Supplement is March 27, 1995.
  
RE:  SPECIAL 5% DISCOUNT OFFER TO DRIP PLAN PARTICIPANTS
  
Dear Shareholder:
  
    This letter supplements certain information contained in the 
prospectus dated May 28, 1993, (the "Prospectus") covering the 
Companys Dividend Reinvestment and Common Stock Purchase Plan (the 
"Plan").  It refers especially to the reduced purchase price provision 
covered in the answer to Question 14 of the Prospectus.
  
    For a limited period of time Middlesex Water Company is offering to 
sell shares of its Common Stock at a 5% discount to participants in the 
Plan.  The offer applies to all purchases under the Plan made between 
May 2, 1995, and December 1, 1995, whether by Optional Cash Payment, 
Dividend Reinvestment or employee payroll deduction.  To take advantage 
of this offer through Optional Cash Payments, the cash payment form 
attached to your statement of account, together with your payment, must 
be received by the Agent (Registrar and Transfer Company, 10 Commerce 
Drive, Cranford, NJ 07016) between April 20, 1995, and November 20, 
1995.
  
    The 5% reduction in price will also apply to dividends paid and 
reinvested on June 1, 1995 (to holders of record May 15, 1995), 
September 1, 1995, (to holders of record August 15, 1995, and December 
1, 1995, (to holders of record November 15, 1995).
  
    This offer is limited to 100,000 shares on a first-come, first-
served basis.  During this reduction period, the price of the stock will 
be 95% of the Normal Purchase Price (or the Determined Purchase Price, 
if applicable) as described in the answer to Question 14 in the 
Prospectus.
  
    If purchases are made at the reduced price and shares are then 
withdrawn from the Plan within six months after the purchase you will be 
subject to a withdrawal fee equal to the original 5% per share reduction 
on all shares withdrawn.
  
    You should refer to the Prospectus for details and other terms of 
the Plan.  If you have any questions about this proposal, please feel 
free to call Marion F. Reynolds, Vice President, Secretary-Treasurer of 
the Company.  If you do not wish to participate in this offer, except 
for the reinvestment of dividends, no action is required on your part.
  
                                  Sincerely,
  
                                  MIDDLESEX WATER COMPANY
  
                                  J. Richard Tompkins
                                  J. Richard Tompkins
                                  Chairman of the Board
                                  and President    
  
<PAGE>
SIGNATURES
  
     Pursuant to the requirements of the Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe that it 
meets all of the requirements for filing on Form S-3 and has duly caused 
this Registration Statement or Amendment thereto, to be signed on its 
behalf by the undersigned, thereunto duly authorized, in the Township of 
Woodbridge, State of New Jersey on the 23rd day of March 1994.
  
                                 MIDDLESEX WATER COMPANY
  
  
                                 J. Richard Tompkins
                                 J. Richard Tompkins,
                                 Chairman of the Board and President
  
    Pursuant to the requirements of the securities Act of 1933, this 
Registration Statement or Amendment has been signed below by the 
following persons in the capacities and on the date indicated.
  
Title                             Signature                Date
  
Chairman of the Board and
President and Director            J. Richard Tompkins      3/23/95
                                  J. Richard Tompkins      Date
  
Senior Vice President & Chief
Financial Officer and Director    Ernest C. Gere           3/23/95
                                  Ernest C. Gere           Date
  
Vice President-Operations         Richard A. Russo         3/23/95
and Director                      Richard A. Russo         Date
  
Director                          Stephen H. Mundy         3/23/95
                                  Stephen H. Mundy         Date
  
Director                          Philip H. Reardon        3/23/95
                                  Philip H. Reardon        Date
  
Director                          Carolina M. Schneider    3/23/95
                                  Carolina M. Schneider    Date

Director                          William E. Scott         3/23/95
                                  William E. Scott         Date
  
Director                          Jeffries Shein           3/23/95
                                  Jeffries Shein           Date
  
Director                          Joseph S. Yewaisis       3/23/95
                                  Joseph S. Yewaisis       Date
  
  






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