8-K

                       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): September 23, 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)

[ ]  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 September 23, 2004, NUI Corporation (the "Company"), AGL Resources Inc.
("AGL") and AGL's wholly owned subsidiary, Cougar Corporation ("Cougar"),
entered into a Supplemental Agreement (the "Supplemental Agreement") to the
Agreement and Plan of Merger (the "Merger Agreement") dated July 14, 2004, by
and among the Company, AGL and Cougar. The parties agree that the receipt of a
consent from the Florida Public Service Commission (the "FPSC") is not, in fact,
a legal requirement for the consummation of the merger. The Supplemental
Agreement waives the requirements of the Merger Agreement that a consent of the
FPSC is required for the consummation of the acquisition.

     A copy of the Supplemental Agreement is filed herewith as Exhibit 2.1.

Item 9.01--Financial Statements and Exhibits

2.1  Supplemental Agreement dated September 23, 2004





                                   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:  September 27, 2004




                                  EXHIBIT INDEX

Exhibit No.              Description
- -----------              -----------


2.1                      Supplemental Agreement dated September 23, 2004

EX-2.1

                             SUPPLEMENTAL AGREEMENT


The undersigned, NUI Corporation, AGL Resources Inc. and its wholly owned
subsidiary, Cougar Corporation, are each party to an Agreement and Plan of
Merger, dated July 14, 2004 (the "Merger Agreement"), pursuant to which AGL
Resources has agreed to purchase all of the outstanding shares of NUI
Corporation on the terms described therein (the "Transaction"). Capitalized
terms used and not otherwise defined herein shall have the respective meanings
given to such terms in the Merger Agreement.

WHEREAS, Article 6 of the Merger Agreement sets forth certain conditions to the
parties closing the Transaction, including but not limited to the Required
Consents being obtained and the Required Consents becoming Final Orders;

WHEREAS, the Merger Agreement defines the consent of the Florida Public Service
Commission ("FPSC") as a Required Consent;

WHEREAS, each of the undersigned has agreed that the receipt of a Required
Consent from the FPSC is not in fact a legal requirement for the consummation of
the Transaction;

NOW THEREFORE, for the premises and covenants provided herein the undersigned
hereby agree as follows:

(1)    AGL Resources and Cougar Corporation agree that for purposes of
       determining whether the conditions required to be fulfilled to close the
       Transaction set forth in Sections 6.1(d), 6.2(b) and 6.2(c) of the Merger
       Agreement have been satisfied, each of AGL Resources and Cougar
       Corporation hereby waives the condition required to be fulfilled to close
       the Transaction with respect to obtaining a Required Consent from the
       FPSC under the terms and conditions of Sections 6.1(d), 6.2(b) and 6.2(c)
       of the Merger Agreement.

(2)    NUI Corporation agrees that for purposes of determining whether the
       conditions required to be fulfilled to close the Transaction set forth in
       Section 6.1(d) of the Merger Agreement have been satisfied, it hereby
       waives the condition required to be fulfilled to close the Transaction
       with respect to obtaining a Required Consent from the FPSC under the
       terms and conditions of Section 6.1(d) of the Merger Agreement.

The undersigned agree that any agreement or waiver expressed herein does not
constitute or imply an agreement or waiver of any other condition or term of the



Merger Agreement, including, but not limited to, those expressed in Section
6.2(d) of such agreement. This agreement shall not be amended, modified,
rescinded or revoked in any way, except through the express written agreement of
each of the undersigned.




IN WITNESS WHEREOF, the parties have executed this supplemental agreement as of
the 23rd day of September, 2004


NUI CORPORATION

/s/ Steven D. Overly
- -----------------------------
Steven D. Overly
Vice President, Chief Financial Officer, General Counsel and Secretary


AGL RESOURCES INC.

/s/ Richard O'Brien
- --------------------------------
Richard O'Brien
Executive Vice President and CFO


COUGAR CORPORATION

/s/ Richard O'Brien
- --------------------------------
Richard O'Brien
Executive Vice President and CFO