DEFA14A

                       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): August 25, 2004

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

                                   New Jersey
                 (State or Other Jurisdiction of Incorporation)

                                    001-16385
                            (Commission File Number)

                                   22-3708029
                     (I.R.S. Employer Identification Number)

                          550 Route 202-206, PO Box 760
                          Bedminster, New Jersey 07921
              (Address and zip code of principal executive offices)

                                 (908) 781-0500
                         (Registrant's telephone number,
                              including area code)

                                 Not applicable
          (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:

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

[X] 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 8.01--Other Events.

     On August 25, 2004, NUI Corporation (the "Company") announced the record
date for its Annual Meeting of Shareholders and the date by which shareholder
proposals must be received by the Company in order to be eligible to be included
on the Company's proxy card. A copy of the Company's press release is filed as
Exhibit 99 to this report of Form 8-K.

Item 9.01--Financial Statements and Exhibits.

     99 Press Release, dated August 25, 2005

                                      -2-


                                   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.

                             NUI CORPORATION

                             By: /s/ Steven D. Overly
                                ------------------------------------------------
                                Name:   Steven D. Overly
                                Title:  Vice President, Chief Financial Officer,
                                        General Counsel, Treasurer and Secretary

Dated:  August 25, 2004

                                      -3-


                                INDEX TO EXHIBITS

99        Press Release dated August 25, 2004

                                      -4-

EX-99

                                                                      EXHIBIT 99


Investor Contact:                                        Media Contact:
Linda S. Lennox                                          Chris Reardon
Director, Investor Relations                             Manager, Public Affairs
(908) 719-4222                                           (908) 719-4224
llennox@nui.com                                          creardon@nui.com

For Immediate Release

                NUI ANNOUNCES ANNUAL MEETING OF SHAREHOLDERS DATE

Bedminster, NJ - August 25, 2004 - NUI Corporation (NYSE:NUI) today announced it
will hold its annual meeting of shareholders on Thursday, October, 21, 2004, at
10:00 a.m. EST at the Somerset Marriott, 110 Davidson Avenue, Somerset, New
Jersey 08873. The purpose of the annual meeting is to:

     1.   consider and vote upon a proposal to adopt the Agreement and Plan of
          Merger (Merger Agreement), dated as of July 14, 2004, by and among AGL
          Resources Inc (AGL), NUI and Cougar Corporation, a wholly-owned
          subsidiary of AGL that was formed solely for the purpose of the
          merger;

     2.   vote to elect four directors to serve on the NUI board of directors;

     3.   ratify the appointment of PricewaterhouseCoopers LLP as NUI's
          independent public accountant for the fiscal years ending September
          30, 2004 and 2005; and

     4.   transact such other business as may properly come before the meeting
          or any adjournment of postponement thereof, including considering any
          procedural matters incident to the conduct of the annual meeting, such
          as adjournment or postponement of the annual meeting.

Any shareholder proposals must be received by NUI by 5:00 p.m. on September 3,
2004, in order to be included on the company's proxy card and included, along
with any supporting statement, in the company's proxy statement. Proposals
received after 5:00 p.m. on September 3, 2004, will not be eligible for
inclusion on the company's proxy card. Shareholder proposals should be submitted
to Steven D. Overly, Secretary, NUI Corporation, 550 Route 202-206, Bedminster,
NJ 07921. Any shareholder submitting a proposal must meet the requirements of
Rule 14a-8 under the Securities and Exchange Act of 1934, as amended.

The Board of Directors of NUI, by unanimous vote, has determined that the merger
agreement and the transactions contemplated by the merger agreement, including
the merger, are advisable, fair to and in the best interests of our shareholders
and other stakeholders, has approved the merger agreement and the transactions
contemplated by the merger agreement and unanimously recommends that our
shareholders vote FOR approval of the merger agreement at the annual meeting.

The holders of record of shares of NUI common stock as of the close of business
on September 7, 2004, which is the record date for the annual meeting, are
entitled to receive notice of and to vote at the annual meeting. The Notice of
Annual Meeting of Shareholders


and Proxy Statement will be mailed to such holders of record on or about
September 13, 2004.

About NUI

NUI Corporation, based in Bedminster, NJ, is an energy company that operates
natural gas utilities and businesses involved in natural gas storage and
pipeline activities. NUI Utilities' divisions include Elizabethtown Gas in New
Jersey, City Gas Company of Florida and Elkton Gas in Maryland. For more
information, visit www.nui.com.

Additional Information and Where to Find It

This press release may be deemed to be solicitation material in respect of the
proposed merger. In connection with the proposed transaction, NUI has filed with
the Securities and Exchange Commission (SEC) a preliminary proxy statement
regarding the proposed merger transaction on Schedule 14A. The information
contained in such preliminary filing is not complete and may change. Investors
are urged to read the definitive proxy statement when it becomes available and
any other relevant documents filed with the SEC because they will contain
important information. The definitive proxy statement will be sent to the
stockholders of NUI seeking their approval of the proposed transaction. In
addition, you may obtain these documents free of charge at the website
maintained by the SEC at www.sec.gov. Also, you may obtain documents filed with
the SEC by NUI free of charge by requesting them in writing from NUI
Corporation, P.O. Box 760, Bedminster, NJ 07921, Attention: Investor Relations,
or by telephone at (908) 719-4223.

Participants in Solicitation

NUI and its directors and executive officers and other members of management and
employees may be deemed to be participants in the solicitation of proxies from
the stockholders of NUI in connection with the merger. Information about NUI's
directors and executive officers and their ownership of NUI's common stock is
included in NUI's Form 10-K, filed with the SEC on May 13, 2004. Additional
information about the interests of NUI's participants in the solicitation of
proxies in respect of the proposed transaction will be included in the proxy
statement when it becomes available.

Forward-Looking Statements

This press release contains forward-looking statements, including statements
related to the sale of NUI Corporation. These statements are based on
management's current expectations and information currently available and are
believed to be reasonable and are made in good faith. However, the
forward-looking statements are subject to risks and uncertainties that could
cause actual results to differ materially from those projected in the
statements. Factors that may make the actual results differ from anticipated
results include, but are not limited to, those factors set forth in NUI
Corporation's Form 10-K, Form 10-Qs and its other filings with the Securities
and Exchange Commission; NUI's ability to consummate the sale in the time period
anticipated or at all; the ability to obtain the regulatory and other approvals
required for the transaction on the terms expected or on the anticipated
schedule; the timing of mailing the definitive proxy statement and holding NUI's
shareholders' meeting; and other uncertainties, all of which are difficult to
predict and some of which are beyond NUI Corporation's control. For these
reasons, you should not rely on these forward-looking statements when making
investment decisions. The words "expect," "believe," "project," "anticipate,"
"intend," "should," "could," "will," and variations of such words and similar
expressions, are intended to identify forward-looking statements. NUI
Corporation does not undertake any obligation to update publicly any
forward-looking statement, either as a result of new information, future events
or otherwise.

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