Mail Stop 3561

				July 18, 2005

By Facsimile and U.S. Mail

Mr. David B. Spacht
Chief Financial Officer
Artesian Resources Corporation
664 Churchmans Road
Newark, Delaware 19702

		Re:	Artesian Resources Corporation
			Form 10-K for the year ended December 31, 2004
			Filed March 31, 2005
			File No. 0-18516

Dear Mr. Spacht:

      We have reviewed your filing and have the following
comments.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
Please be as detailed as necessary in your explanation.   After
reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2004

Item 7.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 10

Results of Operations, page 12

1. We note that you capitalized $315,723 of payroll and related
costs
associated with your internal staff effort to convert your
customer
information system computer programs.  Please tell us why you
believe
this treatment is appropriate and tell us any alternate treatment
that you considered.  If applicable, please address the
requirement
of SOP 98-1. We note that you have not disclosed an accounting
policy
related to internal use computer software.  If SOP 98-1 is not
applicable, please indicate the accounting guidance in which you
relied upon to support your position and describe in more detail
the
nature of the costs that are being capitalized.

Contractual Obligations, page 19

2. Please consider revising your table of contractual cash
obligations to include the estimated interest payments on your
debt.
Because the table is aimed at increasing transparency of cash
flow,
we believe these payments should be included in the table.  If you
choose not to include these payments, a footnote to the table
should
clearly identify the excluded items and provide any additional
information that is material to an understanding of your cash
requirements.

Note 14. Net Income per Common Share and Equity per Common Share,
page 42

3. Please disclose those securities that could potentially dilute
basic EPS in the future that were not included in the computation
of
diluted EPS because to do so would have been antidilutive for the
periods presented.  Refer to paragraph 40(c) of SFAS 128.

		Please respond to these comments within 10 business days
or
tell us when you will provide us with a response.  Please furnish
a
letter with your responses to our comments and provide any
requested
supplemental information.  Please understand that we may have
additional comments after reviewing your responses to our
comments.
Please file your response letter on EDGAR as a correspondence
file.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

		In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.

		If you have any questions regarding these comments,
please
direct them to John Cannarella, Staff Accountant, at (202) 551-
3337
or, in his absence, to the undersigned at (202) 551-3841.  Any
other
questions regarding disclosure issues may be directed to H.
Christopher Owings, Assistant Director, at (202) 551-3725.

      Sincerely,



									Michael Moran
									Accounting Branch
Chief

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Mr. David B. Spacht
Artesian Resources Corporation
July 18, 2005
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