ARTESIAN RESOURCES CORP
10-Q, 1996-08-02
WATER SUPPLY
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                                      UNITED STATES
                             SECURITIES AND EXCHANGE COMMISSION
                                 Washington, D.C.  20549

FORM 10-Q

(Mark One)
     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the quarterly period ended          June 30, 1996
OR
      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934

     For the transition period from                    To
Commission file number        0-18516


Artesian Resources Corporation
(Exact name of registrant as specified in its charter)

                Delaware                                     51-0002090
State or other jurisdiction of         (I.R.S. Employer Identification No.)
Incorporation or organization

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

Registrant s telephone number, including area code               (302) 453-6900
Former name, former address, and former fiscal year,
     if changed since last report                      No change

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.         X Yes            No

     As of July 31 , 1996, 1,239,929 shares and 501,180 shares of Class A
Non-Voting Common stock and Class B Voting Common stock, respectively, were
outstanding.


                              Page 1 of 12
                                    
                                    
                     ARTESIAN RESOURCES CORPORATION
                                    
                           INDEX TO FORM 10-Q
                                    
Part I - Financial Information:                                     Page(s)

     Item 1 - Financial Statements

          Consolidated Balance Sheet - 
          June 30, 1996 and December 31, 1995                             3

          Consolidated Statement of Income for
          the quarters ended June 30, 1996 and 1995                       4

          Consolidated Statement of Income for 
          the six months ended June 30, 1996 and 1995                     5

          Consolidated Statement of Retained Earnings for 
          the six months ended June 30, 1996 and 1995                     5

          Consolidated Statement of Cash Flows for the
          six months ended June 30, 1996 and 1995                         6

          Notes to the Consolidated Financial Statements                7-8

     Item 2 - Management s Discussion and Analysis of
          Results of Operations and Financial Condition                   9

Part II - Other Information:

     Item 4 - Submission of Matters to a Vote of Security Holders     10-11

     Item 5 - Other Information                                          11

     Item 6 - Exhibits and Reports on Form 8-K                           11

     Exhibit 11 - Computation of Earnings per Common Share               11

     Signatures                                                          12




Part I - Financial Information
Item I - Financial Statements
                     ARTESIAN RESOURCES CORPORATION
                       CONSOLIDATED BALANCE SHEET
                              Unaudited           June 30,     December31,
                                                    1996         1995          
          
ASSETS
Utility plant, at original cost less accumulated depreciation                   
                                                 $84,603,361    $83,160,422
CURRENT ASSETS
     Cash and cash equivalents                        86,111        149,704
     Accounts receivable                           1,901,546      2,133,217
     Unbilled operating revenues                   1,678,000      1,332,000
     Materials and supplies - FIFO                   640,156        606,674
     Prepaid property taxes                                         462,451
     Prepaid expenses and other                      337,895        236,860
                                                   4,643,708      4,920,906
OTHER ASSETS
     Non-utility property (less accumulated depreciation
       1996-$1,380,271; 1995-$2,108,835)             986,991      2,952,676
     Deferred income taxes                         1,649,928      1,764,231
     Other deferred assets                         1,216,047      1,328,218
                                                   3,852,966      6,045,125
REGULATORY ASSETS                                  2,643,904      2,714,713
                                                 $95,743,939    $96,841,166
LIABILITIES AND CAPITAL
CAPITALIZATION
     Common stock                                $ 1,739,685    $1,037,494
     Additional paid-in capital                   17,057,379     8,041,183
     Retained earnings                             6,637,424      6,317,222
          Total common stockholders  equity       25,434,488     15,395,899
     Preferred stock-mandatorily redeemable          825,000        972,500
     Preferred stock                                 271,700        271,700
          Total preferred stock                    1,096,700      1,244,200
     Long-term debt, net of current portion       17,382,430     17,558,300
                                                  43,913,618     34,198,399
CURRENT LIABILITIES
     Notes payable                                 1,525,000      9,225,000
     Current portion of long-term debt             5,338,725      7,345,154
     Dividends payable                                25,206
     Accounts payable                              1,736,241      2,735,119
     Overdraft payable                               430,221        669,023
     State and federal income taxes                  219,844        139,702
     Deferred income taxes                           165,946        166,241
     Interest accrued                                623,550        667,157
     Customer deposits                               343,987        321,811
     Other                                           578,597        577,298
                                                  10,987,317     21,846,505
DEFERRED CREDITS AND OTHER LIABILITIES
     Net advances for construction                21,155,948     21,492,568
     Postretirement benefit obligation             1,760,962      1,772,960
     Deferred investment tax credits               1,041,804      1,060,636
                                                  23,958,714     24,326,164
NET CONTRIBUTIONS IN AID OF CONSTRUCTION          16,884,290     16,470,098
                                                 $95,743,939    $96,841,166

                     ARTESIAN RESOURCES CORPORATION
                    CONSOLIDATED STATEMENT OF INCOME
                                Unaudited
                                    
                                    
                                                  For the Quarter
                                                   Ended June 30,
                                                 1996           1995     

OPERATING REVENUES
     Water sales                                $5,213,783       $5,215,024 
     Other utility operating revenue                50,781           49,579 
     Non-utility operating revenue (Note 3)                         478,304 
                                                 5,264,564        5,742,907 

OPERATING EXPENSES
     Utility operating expenses                  2,898,976        2,965,163 
     Non-utility operating expenses (Note 3)        (2,856)         401,140 
     Related party expenses (Note 4)                61,360           61,021 
     Depreciation                                  535,129          566,745 
     Income taxes                                  322,532          267,732 
     Taxes other than income                       307,612          321,642 
                                                 4,122,753        4,583,443 

OPERATING INCOME                                 1,141,811        1,159,464 

ALLOWANCE FOR FUNDS USED DURING CONSTRUCTION        36,992           31,778 

OTHER EXPENSE                                      (30,893)        (127,299)

INCOME BEFORE INTEREST CHARGES                   1,147,910        1,063,943 

INTEREST CHARGES
     Long-term debt                                520,829          563,352 
     Short-term debt                               138,239           96,145 
     Amortization of debt expense                    7,566            6,607 
     Other                                           5,300            4,476 
                                                   671,934          670,580 

NET INCOME                                         475,976          393,363 

DIVIDENDS ON PREFERRED STOCK                        25,206            28,879

NET INCOME APPLICABLE TO COMMON STOCK             $450,770      $    364,484 

PER SHARE OF COMMON STOCK:
     Net income                              $        0.30        $     0.35
     Cash dividends                               $   0.23        $     0.15




                                    
                                    
                                    
                     ARTESIAN RESOURCES CORPORATION
                    CONSOLIDATED STATEMENT OF INCOME
                                Unaudited
                                                         For the Six Months 
                                                           Ended June 30,    
                                                      1996               1995  
OPERATING REVENUES
     Water sales                                $10,145,376         $9,856,495 
     Other utility operating revenue                109,098             94,482 
     Non-utility operating revenue (Note 3)          79,949            941,889
                                                 10,334,423         10,892,866
OPERATING EXPENSES
     Utility operating expenses                   5,639,241          5,745,912
     Non-utility operating expenses (Note 3)         50,472            767,524 
     Related party expenses (Note 4)                122,720            122,042 
     Depreciation                                 1,063,139          1,103,147 
     Income taxes                                   575,798            443,932 
     Taxes other than income                        638,446            660,389 
                                                  8,089,816          8,842,946 

OPERATING INCOME                                  2,244,607          2,049,920 
ALLOWANCE FOR FUNDS USED DURING CONSTRUCTION         72,220             62,116 
OTHER EXPENSE                                       (61,209)          (152,264)
INCOME BEFORE INTEREST CHARGES                    2,255,618          1,959,772 
INTEREST CHARGES
     Long-term debt                               1,060,124          1,127,934 
     Short-term debt                                310,133            154,298 
     Amortization of debt expense                    14,137             13,214 
     Other                                           12,172              8,387 
                                                  1,396,566          1,303,833 

NET INCOME                                          859,052            655,939 
DIVIDENDS ON PREFERRED STOCK                         54,085             61,431 
NET INCOME APPLICABLE TO COMMON STOCK              $804,967        $   594,508 

PER SHARE OF COMMON STOCK:
     Net income                            $           0.63        $      0.58
     Cash dividends                             $      0.44        $      0.30


               CONSOLIDATED STATEMENT OF RETAINED EARNINGS
                                Unaudited
                                                       For the Six Months     
                                                       Ended June 30,         
                                                 1996                  1995   

BALANCE, beginning of period                   $6,317,222          $5,877,661 
NET INCOME                                        859,052             655,939 
                                                7,176,274           6,533,600 
DIVIDENDS                                         538,850             397,538 
BALANCE, end of period                         $6,637,424          $6,136,062 



                     ARTESIAN RESOURCES CORPORATION
                  CONSOLIDATED STATEMENT OF CASH FLOWS
                                Unaudited
                                                        For the Six Months   
                                                          Ended June 30,      
                                                       1996          1995
CASH FLOWS FROM OPERATING ACTIVITIES
NET INCOME                                        $ 859,052      $   655,939 
Adjustments to reconcile net income to net   
  cash provided by operating activities:
     Depreciation and amortization                1,075,070      1,103,147 
     Allowance for funds used during construction   (72,220)       (62,116)
     Write-down on rental office building            (4,862)
CHANGES IN ASSETS AND LIABILITIES:
     Accounts receivable                            231,671        137,042 
     Unbilled operating revenue                    (346,000)      (464,000)
     Materials and supplies                         (33,482)        (1,026)
     State and federal income taxes payable          80,426       (324,727)
     Prepaid property taxes                         462,451        430,245 
     Deferred income taxes, net                      95,176        474,895 
     Deferred debits                                111,172          6,813 
     Prepaid expenses and other                    (101,035)      (257,845)
     Regulatory assets                               70,809 
     Postretirement benefit obligation              (11,998)
     Accounts payable                            (1,024,086)    (1,206,149)
     Interest accrued and customer deposits         (43,607)       (28,293)
     Other, net                                      23,475        173,573 
NET CASH PROVIDED BY OPERATING ACTIVITIES         1,372,012        637,498 
CASH FLOWS USED IN INVESTING ACTIVITIES
     Capital expenditures                        (2,723,147)    (4,942,053)
     Proceeds from sale of assets                 2,094,225            782 
NET CASH USED IN INVESTING ACTIVITIES              (628,922)    (4,941,271)
CASH FLOWS FROM FINANCING ACTIVITIES
     Net (repayments) borrowings under line 
     of credit agreement                         (7,700,000)     3,972,000 
     Net advances and contributions 
     in aid of construction                         257,205        704,627 
     Proceeds from long-term debt                                  146,206 
     Repayment on term note                      (2,005,540)
     Proceeds from issuance of Common Stock       9,333,944      
     
     Proceeds from common stock dividends reinvested 
          and stock options exercised               384,443        187,239 
     Dividends                                     (513,644)      (368,659)
     Overdraft payable                             (238,802)        17,443 
     Principal payments under capital 
        lease obligations                          (165,676)      (141,172)
     Principal payments under 
        long-term debt obligations                  (11,113)       (36,666)
     Retirement of preferred stock                 (147,500)      (147,500)

NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES(806,683)     4,333,518 
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS(63,593)        29,745 
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD    149,704        229,673 
CASH AND CASH EQUIVALENTS AT END OF PERIOD         $ 86,111      $ 259,418 
Supplemental Disclosures of Cash Flow Information:
     Interest paid                               $1,446,778     $1,285,144 
     Income taxes paid                           $   418,037    $   275,000 


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - General

The unaudited financial statements of Artesian Resources Corporation and 
its wholly-owned subsidiaries ( the Company  or  Artesian Resources ), 
including its principal operating company, Artesian Water Company, Inc. 
(Artesian Water), presented herein have been prepared in accordance with the 
instructions to Form 10-Q and do not include all of the information and note 
disclosures required by generally accepted accounting principles.  These 
statements should be read in conjunction with the financial statements and 
notes thereto for the year ended December 31, 1995 included in the Company s 
Annual Report on Form 10-K.  The accompanying financial statements have not 
been examined by independent accountants in accordance with generally accepted 
auditing standards, but in the opinion of management such financial statements 
include all adjustments, consisting only of normal recurring adjustments, 
necessary to fairly summarize the Company s financial position and results
of operations.  The results of operations for the quarter and for the six 
months ended June 30, 1996 may not be indicative of the results that may be 
expected for the year ending December 31, 1996.

Note 2 - Regulatory Assets

     Certain expenses, which are recoverable through rates as permitted by 
the State of Delaware Public Service Commission ( PSC ), are deferred and 
amortized during future periods using various methods. Expenses related to 
rate proceedings are amortized on a straight-line basis over three years.  The 
post retirement benefit obligation, which is being amortized over twenty years 
is adjusted for the difference between the net periodic post retirement benefit
costs and the cash payments.  The deferred income taxes will be amortized over 
future years as the tax effects of temporary differences previously flowed 
through to the customer reverse.  Regulatory assets, net of amortization, 
comprise:

                                        June 30, 1996      December 31, 1995

Postretirement benefit obligation         $1,760,962            $1,772,960    
Deferred income taxes recoverable
     in future rates                         732,719               740,267 
Expense of rate proceedings                  150,223               201,486    
                                          $2,643,904            $2,714,713   

Note 3 - Non-utility Operating Revenue and Expenses

     Non-utility operating revenue consists of environmental testing revenue 
received by Artesian Laboratories, Inc. ( Artesian Laboratories ) and rental 
income received by Artesian Development, Corporation ( Artesian Development ) 
as follows:
                        For the Quarter Ended              For the Six Months 
                             June 30,                        Ended June 30,   
                          1996        1995            1996         1995    

Artesian Laboratories   $    0     $410,267       $      0        $796,150
Artesian Development         0       68,037         79,949         145,739
Total                   $    0     $478,304        $79,949        $941,889

Non-utility operating expenses are as follows:

Artesian Laboratories   $    0     $342,043       $      0        $662,382
Artesian Development    (2,856)      52,723         50,472          98,768
Artesian Resources Corp.     0        6,374              0           6,374
Total                  $(2,856)    $401,140        $50,472        $767,524

As described in notes 5 and 6, Artesian Development s rental office building 
was sold and the Board of Directors of Artesian Resources authorized the 
disposal of substantially all of the net assets of Artesian Laboratories.

Note 4 - Related Party Transactions

     The office building and shop complex utilized by Artesian Water are 
leased at an aggregate annual rental of $204,052 from a partnership, White 
Clay Realty, in which certain of the Company s officers and directors are 
partners.  The lease expires in 1997, with provisions for renewals for three 
five year periods thereafter.  Management believes that the payments made to 
White Clay Realty for the lease of its office building are generally comparable
to what Artesian Water would have to pay to unaffiliated parties for similar 
facilities.

     Artesian Water leases certain parcels of land for water production wells 
from Glendale Enterprises Limited, a company wholly owned by Ellis D. Taylor, 
Director and Chairman Emeritus of Artesian Resources, at an annual rental of 
approximately $40,000.  The initial term of the lease was for the ten years 
ended September 30, 1995, and thereafter, renewal was automatic from year to 
year unless 60 days written notice is given by either party before the end of 
the year s lease.  The annual rental is adjusted each year by the consumer 
price index as of June 30 of the preceding year. Artesian Water has the right 
to terminate this lease by giving 60 days written notice should the water  
supply be exhausted or other conditions beyond the control of Artesian Water 
materially and adversely affect its interest in the lease.

     Expenses associated with related party transactions are as follows:

                           For the Quarter Ended         For the Six Months   
                                 June 31,                  Ended June 30,      
                              1996      1995             1996          1995    

       White Clay Realty    $51,013   $51,013         $102,026       $102,026
       Glendale Enterprises  10,347    10,008           20,694         20,016
                            $61,360   $61,021         $122,720       $122,042


Note 5 - Disposal of Non-Utility Assets

     In March 1996, the Company completed the sale , to an unrelated third 
party, of Artesian Development s rental office building and 4.27 acres of land 
resulting in a loss of $780,000.  The loss, which was recognized in the fourth 
quarter of 1995, reflects the difference between the net book value and the 
selling price, and also includes $176,000 in expenses associated with 
completing the sale.  The proceeds from the sale were used to repay the 
mortgage on the property and related closing costs.


Note 6 - Disposal of Non-Utility Business

     In December 1995, the Board of Directors of Artesian Resources authorized 
the disposal of substantially all of the net assets of Artesian Laboratories, 
resulting in an estimated pre-tax loss of $128,000 recorded as an operating 
expense in 1995.  The loss reflects the difference between the projected sales 
price and the net book value of substantially all the assets and liabilities of
the business, and also includes estimated operating losses of $137,000 through 
the anticipated disposal date and estimated additional expenses associated 
with completing the sale. 

Note 7 - Issuance of Class A Non-Voting Common Stock

     On May 24, 1996, Artesian Resources Corporation issued 675,000 shares of 
Class A Non-Voting Common Stock at $15.00 per share.  The net proceeds from 
the issuance of approximately $9,300,000 were used to reduce short-term debt 
incurred to finance investment in utility plant.





ITEM 2         ARTESIAN RESOURCES CORPORATION MANAGEMENT S DISCUSSION AND 
               ANALYSIS FOR THE QUARTER AND SIX MONTHS ENDED JUNE 30, 1996

Results of Operation

     For the quarter ended June 30, 1996, Artesian Resources recorded net  
income of $475,976 which represents a $82,613 increase over earnings of 
$393,363 for the quarter ended June 30, 1995.   For the six months ended June 
30, 1996, Artesian Resources recorded net income of $859,052 which represents 
a $203,113 increase over earnings of $655,939 for the six months ended June 30,
1995.The increase is primarily due to Artesian Water s increased water sales 
revenue attributable to increased rates and an increase in the number of 
customers served, and Artesian Water s ability to reduce utility operating 
expenses by approximately $66,000 and $107,000, respectively, for the quarter 
and six months ended June 30, 1996.  Earnings per share of $0.30 for the 
quarter ended June 30, 1996 decreased $0.05 as compared to the same period in 
1995 primarily as a result of the increase in the weighted average shares 
outstanding due to the issuance of 675,000 shares of Class A Non-Voting Common 
Stock (Class A Stock) on May 24, 1996.

     The decrease in utility operating expenses  is primarily due to the 
reduction in purchased water expense of approximately $178,000 and $246,000 
for the quarter and six months ended June 30, 1996.  Artesian Water made 
investments in 1995 for the new two million gallon per day Old County Road 
Iron Removal facility and the addition in 1995 of a new one million gallon 
per day well at the Artisan s Village well field.  A portion of the decrease 
in purchased water expense is a matter of timing due to contractual obligations
to purchase water.

     Non-utility revenues decreased by  approximately $478,000 and $862,000 
and non-utility expenses decreased by  $404,000 and $717,000, respectively, 
for the quarter and six months ended June 30, 1996 due to the write-off in 
1995 of the net assets of Artesian Laboratories Inc. ( Artesian Laboratories ) 
and the sale of Artesian Development s rental office building at the end of 
the first quarter.  The write-off for Artesian Laboratories in 1995 included a 
reserve approximating net operating losses expected through the disposal date.

     Other expense decreased $96,406 and $91,055, respectively, for the quarter
and six months ended June 30, 1996 as compared to the same periods in 1995 due 
primarily to Artesian Water s settlement of litigation in 1995 with a former 
employee and officer.

     For the quarter and six months ended June 30, 1996, interest expense on 
short-term debt increased $42,094 and $155,835, respectively,  as compared 
with the same periods in 1995 due to Artesian Water s increased use of its 
$15 million available lines of credit to finance utility plant additions. 

Liquidity and Capital Resources

     The primary source of liquidity for the six months  ended June  30, 1996 
is $9,333,944 from the issuance of  common stock.  On May 24, 1996 Artesian 
Resources issued 675,000 shares of Class A Stock at $15.00 per share .  The 
net proceeds from the issuance were contributed entirely to Artesian Water. 
Artesian Water used the entire net proceeds to reduce the outstanding balances 
on lines of credit.  Artesian Water had $1,500,000 outstanding on the lines of 
credit at June 30, 1996 .  As of July 25, 1996 $1,868,000 is drawn on the $15 
million available lines of credit.  Artesian Development Corporation also 
received $1,888,000, net of closing costs of $162,000, for the sale of the 
rental office building on March 13, 1996.  These funds were used to repay the 
outstanding long term debt obligation associated with the building.  At 
June 30, 1996, Artesian Resources had a working capital deficit of $6,344,000 
attributable to the reclassification of the $5 million Series J First Mortgage 
Bonds which are due December 1996 and to the borrowings on the lines of credit 
of Artesian Water, noted above.  Artesian Water anticipates it will refinance 
the $5 million Series J Bonds as part of long term financing arrangements to 
be completed in the fourth quarter of 1996.

     Capital expenditures for the six months ended June 30, 1996, were 
approximately $2,700,000 of which $40,000 was for mandatory main relocation 
projects.  The largest single main relocation project originally budgeted for 
1996 at a cost of $1,500,000 has been substantially postponed until 1997.  
This project is planned to incur $300,000 in expenditures for the remainder of 
1996 and $1,200,000 for 1997.  Budgeted mandatory utility plant expenditures 
expected to be incurred for the remainder of 1996 through 2000, due to planned 
state highway projects which require the relocation of Artesian Water s service
mains are as follows:

     Six months ending December 31, 1996          $1,027,000
     Year ending December 31, 1997                 2,300,000
     Year ending December 31, 1998                   250,000
     Year ending December 31, 1999                 1,500,000
     Year ending December 31, 2000                 2,000,000
                                                  $7,077,000

The exact timing and extent of these relocation projects is controlled by the 
Delaware Department of Transportation.


PART II - OTHER INFORMATION
          
ITEM 4         SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

(a)  The annual meeting of Class B Common Shareholders was held on April 30, 
     1996.

(b)  With 423,304 votes in favor, and 284 votes withheld, the Class B Common 
     Shareholders elected Dian C. Taylor to serve a three year term until her 
     successor shall have been elected and qualified or until her earlier 
     resignation or removal.  Ms. Taylor has served as Chair of the Board since
     July 1993, and Chief Executive Officer and President of the Company since 
     September 1992, and was last reelected at the 1993 Annual Meeting of 
     Stockholders.  With 422,285 votes in favor, and 1,019 votes withheld, 
     the Class B Common Shareholders elected John R. Eisenbrey, Jr. to serve a 
     three year term until his successor shall have been elected and qualified 
     or until his earlier resignation or removal.  Mr. Eisenbrey has served as 
     a member of the Board since 1993.  Following the reelection of Ms. Taylor 
     and Mr. Eisenbrey, the Board and their respective terms are as follows:

          Dian C. Taylor --         term expires at the 1999 annual meeting
          John R. Eisenbrey, Jr. -- term expires at the 1999 annual meeting
          Ellis D. Taylor --        term expires at the 1998 annual meeting
          William C. Wyer --        term expires at the 1998 annual meeting
          Kenneth R. Biederman --   term expires at the 1997 annual meeting

(c)  With 414,860 votes in favor, 1,946 votes opposed, and 6,498 votes withheld
     of the Class B Common Shareholders, the amendment of the 1992 
     Non-qualified Stock Option Plan was approved. The 1992 Plan provides for 
     grants of stock options to directors, officers, and other key personnel of
     the Company to develop or increase their proprietary interest in the 
     long-term growth and prosperity of the Company through stock ownership, 
     and to aid the Company in attracting, retaining and motivating Directors, 
     Officers, and other key personnel.  The 1992 Plan, as amended, authorizes 
     up to 100,000 shares of Class A Stock for issuance pursuant to the terms 
     of the 1992 Plan.  The maximum number of shares which may be granted, 
     other than to Directors and Officers, is 1,000 shares per grant.  

     Under the amended plan: (i) the number of shares of Class A Non-Voting 
     Common Stock (Class A Stock) authorized for issuance under the Plan was 
     increased to 100,000, (ii) the maximum amount of shares of Class A Stock 
     that may be granted to any individual during the term of the 1992 Plan is 
     an amount equal to 50% of the number of shares of Class A Stock available
     for issuance under the 1992 Plan, (iii) the Committee may require a 
     participant to enter a covenant not to compete and/or a confidentiality 
     agreement as a condition of an option grant, (iv) provisions relating to 
     grants to directors and officers of the Company were changed to add a 
     prohibition on amending such provisions more than once in any six month 
     period, to extend the exercise term from one year to ten years and to 
     eliminate the possibility of administrative discretion with respect to 
     such grants, and (v) the provision that limited to 34 the number of plan 
     participants eligible to receive options under the 1992 Plan within any
     calendar year was removed.

(d)  With 416,008 votes in favor, 547 votes opposed, and 6,749 votes withheld 
     of the Class B Common Shareholders, the adoption of the Artesian Resources
     Corporation Incentive Stock Option Plan (ISO Plan) was approved with 
     100,000 shares of Class A Stock authorized for the Plan.  Artesian 
     Resources Corporation s Form 10-K Annual Report for the year ended 
     December 31, 1995, Exhibit 10 describes the ISO Plan in detail. 


ITEM 5         OTHER INFORMATION

     Artesian Resources Corporation  issued 675,000 shares of Class A 
Non-Vo ting Common Stock at $15.00 per share through underwriters led by Janney
Montgomery Scott Inc.  Proceeds from the offering were used to reduce debt 
incurred to finance investment in utility plant.  A Form S-2 Registration 
Statement for the offering became effective with the Securities and Exchange 
Commission on May 23, 1996.

     The Class A Non-Voting Common Stock of Artesian Resources Corporation 
began trading in the Nasdaq National Market (symbol ARTNA) on Friday, May 24, 
1996.  Also on May 24, 1996, the trading symbol of Artesian Resources 
Corporation s Class B Common Stock changed to ARTNB.  The Class B Common Stock 
is traded on the Nasdaq Bulletin Board.

     Senior Vice President and Chief Operating Officer, Peter N. Johnson, P.E.,
retired May 31, 1996. George F. Powell,  P.E., was appointed Vice President of 
Operations as of June 3, 1996.  Mr. Powell was previously employed for nineteen
years with Consumers Water Company.  Prior to joining Artesian Resources 
Corporation, Mr. Powell served three years as Vice President of Operations and 
twelve years as Manager of Engineering for Consumers  New Jersey system.


ITEM 6         EXHIBITS AND REPORTS ON FORM 8-K

      No reports on Form 8-K were filed for the quarter ended June 30, 1996.



Exhibit 11 - Computation of Earnings per Common Share

                                                 For the Six Months Ended     
                                                         June 30,             
                                                   1996            1995   

Earnings
 Income applicable to Common Stock                $804,967       $594,508

Shares
 Weighted average number of Common Stock 
  Shares outstanding                             1,238,609      1,025,974
Additional shares assuming conversion of:
 Stock options                                      29,290         27,090     

Pro Forma Shares                                 1,267,899      1,053,064

Primary earnings per share based on pro forma
 shares outstanding which assume conversion of 
  stock options                                 $     0.63  $         .57  

Primary earnings per share based on weighted
 average number of common shares outstanding    $     0.65  $          .58   









                                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 thereunto duly authorized.



                              ARTESIAN RESOURCES CORPORATION




Date  August 1, 1996                    /s/ Dian C. Taylor                    
                              Dian C. Taylor
                              President, CEO, and Chair of the Board
                              Artesian Resources Corporation and Subsidiaries




Date  August 1,  1996                   /s/ David B. Spacht                  
                              David B. Spacht
                              Vice President, Chief Financial Officer, and 
                              Treasurer Artesian Resources Corporation and 
                              Subsidiaries



<TABLE> <S> <C>

<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated balance sheets and consolidated statements of income on pages 3
through 5 of the Company's June 30, 1996 10-Q and is qualified in its entirety
by reference to such financial statements.
</LEGEND>
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   3-MOS                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996             DEC-31-1996
<PERIOD-END>                               JUN-30-1996             JUN-30-1996
<BOOK-VALUE>                                  PER-BOOK                PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                   84,603,361              84,603,361
<OTHER-PROPERTY-AND-INVEST>                    986,991                 986,991
<TOTAL-CURRENT-ASSETS>                       4,643,708               4,643,708
<TOTAL-DEFERRED-CHARGES>                     5,509,879               5,509,879
<OTHER-ASSETS>                                       0                       0
<TOTAL-ASSETS>                              95,743,939              95,743,939
<COMMON>                                     1,739,685               1,739,685
<CAPITAL-SURPLUS-PAID-IN>                   17,057,379              17,057,379
<RETAINED-EARNINGS>                          6,637,424               6,637,424
<TOTAL-COMMON-STOCKHOLDERS-EQ>              25,434,488              25,434,488
                          712,500                 712,500
                                    271,700                 271,700
<LONG-TERM-DEBT-NET>                        17,000,000              17,000,000
<SHORT-TERM-NOTES>                                   0                       0
<LONG-TERM-NOTES-PAYABLE>                    1,525,000               1,525,000
<COMMERCIAL-PAPER-OBLIGATIONS>                       0                       0
<LONG-TERM-DEBT-CURRENT-PORT>                5,000,000               5,000,000
                      112,500                 112,500
<CAPITAL-LEASE-OBLIGATIONS>                    382,430                 382,430
<LEASES-CURRENT>                               338,725                 338,725
<OTHER-ITEMS-CAPITAL-AND-LIAB>              44,966,596              44,966,596
<TOT-CAPITALIZATION-AND-LIAB>               95,743,939              95,743,939
<GROSS-OPERATING-REVENUE>                    5,264,564              10,334,423
<INCOME-TAX-EXPENSE>                           322,532                 575,798
<OTHER-OPERATING-EXPENSES>                   3,800,221               7,514,018
<TOTAL-OPERATING-EXPENSES>                   4,122,753               8,089,816
<OPERATING-INCOME-LOSS>                      1,141,811               2,244,607
<OTHER-INCOME-NET>                               6,099                  11,011
<INCOME-BEFORE-INTEREST-EXPEN>               1,147,910               2,255,618
<TOTAL-INTEREST-EXPENSE>                       671,934               1,396,566
<NET-INCOME>                                   475,976                 859,052
                     25,206                  54,085
<EARNINGS-AVAILABLE-FOR-COMM>                  450,770                 804,967
<COMMON-STOCK-DIVIDENDS>                       241,201                 459,560
<TOTAL-INTEREST-ON-BONDS>                    1,992,400               1,992,400
<CASH-FLOW-OPERATIONS>                       1,284,097               1,372,012
<EPS-PRIMARY>                                     0.32                    0.65
<EPS-DILUTED>                                     0.30                    0.63
        

</TABLE>


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