8-K

UNITED STATES

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):  November 15, 2007 (November 14, 2007)

NEW JERSEY RESOURCES

CORPORATION

(Exact name of registrant as specified in its charter)

New Jersey (State or other jurisdiction of incorporation) 1-8359 (Commission File Number) 22-2376465 (IRS Employer Identification No.)

1415 Wyckoff Road Wall, New Jersey (Address of principal executive offices) 07719 (Zip Code)

(732) 938-1480

(Registrant's telephone number, including area code)

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 (see General Instruction A.2. below):

[ ]  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 CFR240.14d-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.

The Nominating/Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of New Jersey Resources Corporation (the “Company”), with the assistance of independent outside compensation consultants, recently completed a review of compensation for non-management directors. The Committee recommended to the Board that the Company adopt an increase to the annual retainer under the non-employee director compensation program, and the Board approved such change at its meeting on November 14, 2007. Pursuant to the change approved by the Board, effective as of November 14, 2007, the Company will increase the annual retainer fee to the Company’s non-management directors from $25,000 to $30,000. A summary of the Company’s non-employee director compensation, as amended, is attached hereto as Exhibit 10.16 and incorporated herein by reference.

Item 2.02.  Results of Operations and Financial Condition

On November 15, 2007, the Company issued a press release reporting financial results for the fourth fiscal quarter and fiscal year ended September 30, 2007. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in Item 2.02 of this Current Report, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 5.03.  Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year.

Effective November 14, 2007, the Board of the Company approved amendments to Article V of the Company’s By-laws, as amended, to allow for the issuance, transfer and assignment of uncertificated shares of the Company’s stock. These amendments allow the Company to participate in the Direct Registration System (“DRS”), as required by rules adopted by the New York Stock Exchange. The DRS allows investors to hold shares in book entry form without the issuance of physical certificates. The Company’s By-laws, as amended through November 14, 2007, are attached hereto as Exhibit 3.1.

Item 9.01.  Financial Statements and Exhibits

(a)	Financial statements of businesses acquired:	Not applicable.
(b)	Pro forma financial information:	Not applicable.
(c)	Exhibits:

Exhibit Number	Description
3.1	By-laws of New Jersey Resources Corporation, as amended through November 14, 2007.
10.16	Summary of New Jersey Resources Corporation’s Non-Employee Director Compensation.
99.1	Press Release dated November 15, 2007 (furnished pursuant to Item 2.02).

SIGNATURE

 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.

	NEW JERSEY RESOURCES
Date:  November 15, 2007
	/s/Glenn C. Lockwood
	Glenn C. Lockwood
	Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
3.1	By-laws of New Jersey Resources Corporation, as amended through November 14, 2007.
10.16	Summary of New Jersey Resources Corporation’s Non-Employee Director Compensation.
99.1	Press Release dated November 15, 2007 (furnished pursuant to Item 2.02).

EX-99.1 CHARTER

Date:  November 15, 2007
	Media Contact:
	Michael Kinney
	732-938-1031
	mkinney@njresources.com
	Investor Contact:
	Dennis Puma
	732-938-1229
	dpuma@njresources.com

NEW JERSEY RESOURCES REPORTS FISCAL 2007 RESULTS;

INCREASES DIVIDEND 5.3 PERCENT

Ÿ	Fiscal 2007 earnings increase 12 percent to $3.17 per basic share
Ÿ	NJR Board approves 5.3 percent increase in quarterly dividend rate to $.40 per share
Ÿ	Share repurchase plan increased by 1 million shares
Ÿ	Initial guidance issued of $3.20 to $3.30 per basic share for fiscal 2008

WALL, N.J.– New Jersey Resources (NYSE: NJR) today announced its fiscal 2007 results, marking its 16th consecutive year of earnings growth. The company reported earnings per basic share of $3.17, compared with $2.82 last year. The increase was driven by a 42.8 percent increase in earnings at NJR Energy Services (NJRES), the company’s wholesale energy subsidiary.

"Our constant focus on consistent performance made fiscal 2007 another strong year for New Jersey Resources," said Laurence M. Downes, chairman and CEO of NJR. “We were able to surpass our initial earnings guidance and achieve another year of higher earnings while helping our customers to save energy with aggressive education initiatives and enhancing our own environmental efforts through Conserve to Preserve™.”

NJR also announced that its Board of Directors approved a 5.3 percent increase in the quarterly dividend rate to $.40 per share from $.38 per share. The new quarterly rate is effective with the dividend payable January 2, 2008 to shareowners of record on December 15, 2007. The new indicated annual dividend rate is $1.60 per share. NJR has now increased its dividend in each of the last 13 years and has paid quarterly dividends since 1952.

“We continue to deliver consistent results for our shareowners and appreciate the confidence they place in NJR,” Downes said.

Share Repurchase Plan Increased

Yesterday, the NJR Board of Directors authorized an increase in the share repurchase plan from 3.5 million to 4.5 million shares. The plan authorizes NJR to purchase its shares on the open market or in negotiated transactions, based on prevailing market prices. NJR purchased 340,000 shares under its share repurchase plan during fiscal 2007. Since the share repurchase plan began in September 1996, NJR has invested over $144 million to repurchase 3.49 million shares at a spilt-adjusted, average price of $34.72.

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Financial and operating highlights included:

Ÿ  Higher Net Income and Basic Earnings per Share

For the 12 months ended September 30, 2007, NJR earned $88.4 million, or $3.17 per basic share, compared with $78.5 million, or $2.82 per basic share, last year. In the fourth quarter, NJR posted a consolidated loss of $15.3 million or $.55 per basic share, compared with a loss of $12 million, or $.43 per basic share last year. It should be noted that NJR believes a loss in this 3-month period is typical for the company and due primarily to the seasonal nature of NJR’s primary businesses.

Earnings decreased at NJNG, which earned $44.5 million in fiscal 2007, compared with $46.9 million last year. NJNG lost $11.2 million in the quarter versus a loss of $7 million last year. The increase in net loss during the quarter was driven primarily by pre-tax settlement charge with the New Jersey Board of Public Utilities (BPU) of $4 million related to certain previously deferred remediation claims associated with a manufactured gas plant in Long Branch, N.J. These claims were determined to be related to personal injury and therefore not recoverable under NJNG’s remediation adjustment clause.

In fiscal 2007, NJRES reported a 42.8 percent increase in earnings to $40.1 million, compared with $28.1 million last year. The increase was due primarily to higher gross margin from its portfolio of storage and transportation capacity assets. For the three months ended September 30, 2007, NJRES reported a loss of $5.9 million, compared with a loss of $7.4 million last year. The improvement was driven by a slight increase in gross margin resulting from the impact of warmer-than-normal weather on electric demand in the Southeast and a decrease in interest expense.

Ÿ   NJNG Customer Growth Driven by Conversions

NJNG added 8,421 new customers in fiscal 2007, of which 39 percent converted from other fuels. NJNG also added natural gas heat and other services to 770 existing customers during the year. NJNG expects to maintain an approximate 1.8 percent annual customer growth rate in fiscal 2008, which it believes is above the national average for natural gas distribution companies. 

Ÿ     Conservation Incentive Program Allows Recovery of Impact from Weather and Usage

“Normal” weather is based on 20-year average temperatures as calculated based on three reference areas representative of NJNG’s service territory. Weather during the 12-month period ended September 30, 2007 was 5.6 percent warmer than normal and 2.6 percent colder than last year. As with the weather normalization clause which preceded it, the impact of weather is significantly offset by the Conservation Incentive Program (CIP). This program is designed to normalize year-to-year fluctuations on both NJNG’s gross margin and customers’ bills that may result from changing weather and usage patterns. Included in the total CIP accrual of $16.5 million was $8.2 million associated with the warmer-than-normal weather and $8.3 million associated with lower customer usage. On October 3, 2007, the BPU provisionally approved $15.6 million of CIP recovery reflecting actual balances through June 30, 2007 and estimated levels from July through September 30, 2007. Customers have already realized annual Basic Gas Supply Service savings of $10.6 million in fixed cost reductions through the CIP. Additionally, the lower level of gas usage in fiscal 2007 represents another estimated $37.6 million in commodity cost savings achieved by customers.

Ÿ I    Incentives Provide Benefit to Customers, Shareowners; Regulators Approve Extension

During the fiscal year, NJNG’s utility gross margin-sharing incentive programs, which include off-system sales, capacity release, storage optimization and financial risk management programs, totaled 36.5 billion cubic feet (Bcf) and $8.1 million of utility gross margin, compared with 38.4 Bcf and $7.4 million of utility gross margin for the same period last year. For the three months ended September 30, 2007, these programs totaled 9.7 Bcf and $1.7 million of utility gross margin, compared with 8.4 Bcf and $876,000 of utility gross margin for the same period last year.

NJNG shares the utility gross margin earned from these incentive programs with customers and shareowners according to utility gross margin-sharing formulas. Since the establishment of these incentive programs in 1992, NJNG customers have saved over $338 million on their natural gas bills, or approximately 4 percent annually. In October 2007, the utility received regulatory approval for an extension of its incentive programs through October 31, 2008 with all but one mechanism remaining at its present sharing levels. The financial risk management program changed from an 80/20 sharing to an 85/15 sharing between customers and NJNG, respectively, effective November 1, 2007.

Ÿ      Wholesale Energy Services Achieves Record Earnings

NJRES earned $40.1 million during fiscal 2007, compared with $28.1 million last year. The increase in earnings was primarily the result of favorable market-related conditions during fiscal 2007. These conditions included the ability to arbitrage storage positions and capitalize on seasonal pricing fluctuations, as well as the optimization of pipeline capacity with respect to geographic pricing differentials. The increase was due primarily to higher gross margin generated by colder-than-normal weather in the Northeast during the second fiscal quarter. This increase in gross margin offset higher labor costs and other operating expense increases.

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Ÿ       Retail and Other

This business segment consists of NJR Home Services (NJRHS), which provides service, sales and installation of appliances to over 149,000 customers; NJR Energy, which consists of a 5.53 percent equity investment in Iroquois Gas Transmission System, L.P. (Iroquois), a partnership of subsidiaries of energy companies that owns an interstate natural gas pipeline in the Northeast; a 50 percent equity investment, through two wholly-owned subsidiaries, in Steckman Ridge GP, LLC and Steckman Ridge LP, a natural gas storage facility under joint development with a partner in western Pennsylvania; and Commercial Realty & Resources, which develops commercial real estate. Earnings in fiscal 2007 were $3.7 million, compared with $3.5 million last year as a result of additional contracts at NJRHS and improved performance from the Iroquois investment. For the three months ended September 30, 2007, this business segment earned $1.8 million, compared with $2.4 million last year. The decrease in fourth-quarter earnings is primarily due to greater corporate overhead allocations, which were partially offset by increased earnings from the investment in Iroquois and greater earnings at NJRHS.

Fiscal 2008 Earnings Guidance

Assuming the continued positive impact of the CIP, stable economic conditions, continued customer growth at NJNG, continued volatility in the wholesale natural gas markets affecting NJRES and subject to the factors discussed below under “Forward-Looking Statements,” NJR estimates earnings for fiscal 2008 will be in the $3.20 to $3.30 per basic share range.

Additional Non-GAAP Financial Information

NJRES’ gross margin and NJNG’s utility gross margin are included as supplemental disclosures because such items are the primary measures used by management in analyzing the results of their operations. NJRES’ gross margin represents natural gas revenues and management fees less natural gas costs and fixed portfolio costs. NJNG’s utility gross margin represents natural gas revenues less natural gas costs, sales and other taxes and regulatory rider expenses. These measurements represent the results of revenues less certain costs, which are key components of our operations and move in relation to each other and can be dramatically influenced by the changes in the wholesale price of natural gas. In addition, management believes that NJNG’s utility gross margin provides a more meaningful basis for evaluating utility operations than revenue as natural gas costs, sales and other taxes and regulatory rider expenses are passed through to customers, and therefore have no effect on gross margin. Management uses these non-GAAP financial measures as supplemental measures to other GAAP results to provide a more complete understanding of our performance. Management believes these gross margin amounts are more reflective of our operations, provide transparency to investors and enable period-to-period comparability of financial performance. As an indicator of our operating performance, gross margin should not be considered an alternative to, or more meaningful than, operating income as determined in accordance with GAAP. Management’s definition of NJRES’ gross margin and NJNG’s gross margin may not be comparable to the definition of gross margin used by other companies in either the natural gas distribution business or other industries.

A reconciliation of these non-GAAP financial measures to the most directly comparable financial measures calculated and reported in accordance with GAAP, can be found below.

Forward-Looking Statements

This news release contains estimates, earnings guidance and other forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. NJR cautions readers that the assumptions forming the basis for forward-looking statements include many factors that are beyond NJR’s ability to control or estimate precisely, such as estimates of future market conditions and the behavior of other market participants. Other factors that could cause actual results, including gross margin, earnings and customer growth, to differ materially from the company’s expectations include, but are not limited to, weather, economic conditions and demographic changes in NJNG’s service territory, rate of customer growth, volatility of natural gas commodity prices and its impact on customer usage, and NJRES operations, the impact of the company’s risk management efforts, including commercial and wholesale credit risks, the company’s ability to obtain governmental approvals, property rights and/or financing for the construction, development and operation of its non-regulated energy investments, risks associated with the management of the company’s joint ventures and partnerships, the impact of regulation (including the regulation of rates), the outcome of any future base rate cases, fluctuations in energy-related commodity prices, conversion activity, other marketing efforts, actual energy usage patterns of NJNG’s customers, the pace of deregulation of retail gas markets, access to adequate supplies of natural gas, the regulatory and pricing policies of federal and state regulatory agencies, changes due to legislation at the federal and state level, an adequate number of appropriate counterparties, sufficient liquidity in the energy trading market and continued access to the capital markets, the disallowance of recovery of environmental-related expenditures and other regulatory changes, environmental and other litigation and other uncertainties. More detailed information about these factors is set forth in NJR’s filings with the Securities and Exchange Commission (SEC), including its annual report on Form 10-K filed on November 22, 2006, its quarterly report filed on August 2, 2007 and its annual report for fiscal 2007 on Form 10-K to be filed on, or about, November 21, 2007. NJR’s SEC documents are available at www.sec.gov. NJR does not, by including this paragraph, assume any obligation to review or revise any particular forward-looking statement referenced herein in light of future events.

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Webcast Information

NJR will host a live webcast to discuss its financial results today at 2 p.m. ET. A few minutes prior to the webcast, go to njliving.com and select “New Jersey Resources” from the top navigation bar. Choose “Investor Relations,” then click just below the microphone under the heading “Latest Webcast” on the Investor Relations home page.

About New Jersey Resources

New Jersey Resources (NYSE:NJR), a Fortune 1000 company and a member of the Forbes Platinum 400, provides reliable retail and wholesale energy services to customers in New Jersey and in states from the Gulf Coast to New England, and Canada. Its principal subsidiary, New Jersey Natural Gas, is one of the fastest-growing local distribution companies in the United States serving more than 478,000 customers in central and northern New Jersey. Other major NJR subsidiaries include NJR Energy Services and NJR Home Services. NJR Energy Services provides customer service and management of natural gas storage and capacity assets in the energy services market. NJR Home Services offers retail customers heating, air conditioning and appliance services. NJR’s progress is a tribute to the more than 5,000 dedicated employees who have shared their expertise and focus on quality through more than 50 years of serving customers and the community to make NJR a leader in the competitive energy marketplace. For more information, visit NJR’s Web site at njliving.com.

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NEW JERSEY RESOURCES

CONSOLIDATED FINANCIAL RESULTS

	Three Months Ended						Twelve Months Ended
Thousands, except per share data	September 30,						September 30,
(Unaudited)	2007			2006			2007		2006
Operating Revenues		$597,474			$534,507			$3,028,933		$3,299,608
Net (Loss) Income		$(15,345	)		$(11,971	)		$88,354		$78,519
(Loss) Earnings Per Common Share
Basic		$(.55	)		$(.43	)		$3.17		$2.82
Diluted		$(.55	)		$(.43	)		$3.15		$2.80
Average Shares Outstanding
Basic		27,995			28,020			27,903		27,862
Diluted		28,166			28,276			28,075		28,081

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NEW JERSEY RESOURCES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)	Three Months Ended  September 30,							Twelve Months Ended September 30,
(Thousands, except per share data)		2007			2006			2007		2006
OPERATING REVENUES			$597,474			$534,507		$	3,028,933	$	3,299,608
OPERATING EXPENSES
Gas purchases			556,352			498,949			2,590,684		2,909,789
Operation and maintenance			41,979			33,799			136,601		121,384
Regulatory rider expenses			3,778			2,719			37,605		28,587
Depreciation and amortization			9,267			8,830			36,235		34,753
Energy and other taxes			6,801			5,534			62,499		58,632
Total operating expenses			618,177			549,831			2,863,624		3,153,145
OPERATING INCOME			(20,703	)		(15,324	)		165,309		146,463
Other income			1,062			1,182			4,294		4,725
Interest charges, net			7,260			7,655			27,613		25,669
INCOME BEFORE INCOME TAXES			(26,901	)		(21,797	)		141,990		125,519
Income tax provision			(11,196	)		(9,159	)		55,298		48,817
Equity in earnings, net of tax			360			667			1,662		1,817
NET INCOME			$(15,345	)		$(11,971	)		$88,354		$78,519
EARNINGS PER COMMON SHARE
BASIC			$(0.55	)		$(0.43	)		$3.17		$2.82
DILUTED			$(0.55	)		$(0.43	)		$3.15		$2.80
DIVIDENDS PER COMMON SHARE			$0.38			$0.36			$1.52		$1.44
AVERAGE SHARES OUTSTANDING
BASIC			27,995			28,020			27,903		27,862
DILUTED			28,166			28,276			28,075		28,081

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NEW JERSEY RESOURCES
	Three Months Ended							Twelve Months Ended
(Unaudited)	September 30,							September 30,
(Thousands, except per share data)		2007			2006			2007			2006
Operating Revenues
New Jersey Natural Gas		$	134,390		$	109,108		$	1,005,588		$	1,138,774
NJR Energy Services			454,124			417,447			1,994,682			2,133,540
NJR Home Services and Other			9,030			8,021			28,944			27,568
Sub-total			597,544			534,576			3,029,214			3,299,882
Intercompany Eliminations			(70	)		(69	)		(281	)		(274	)
Total		$	597,474		$	534,507		$	3,028,933		$	3,299,608
Operating Income
New Jersey Natural Gas		$	(14,486	)	$	(8,297	)	$	88,528		$	88,029
NJR Energy Services			(9,349	)		(10,294	)		71,804			53,745
NJR Home Services and Other			3,132			3,267			4,977			4,689
Total		$	(20,703	)	$	(15,324	)	$	165,309		$	146,463
Net Income
New Jersey Natural Gas		$	(11,256	)	$	(7,020	)	$	44,480		$	46,870
NJR Energy Services			(5,936	)		(7,386	)		40,148			28,113
NJR Home Services and Other			1,847			2,435			3,726			3,536
Total		$	(15,345	)	$	(11,971	)	$	88,354		$	78,519
Throughput (Bcf)
NJNG, Core Customers			7.7			7.6			66.3			64.4
NJNG, Off System/Capacity Management			9.7			8.4			36.5			38.4
NJRES Fuel Mgmt. and Wholesale Sales			67.7			58.4			260.1			228.7
Total			85.1			74.4			362.9			331.5
Common Stock Data
Yield at September 30			3.1	%		2.9	%		3.1	%		2.9	%
Market Price
High			$52.70			$51.39			$56.45			$51.39
Low			$45.50			$46.34			$45.50			$40.68
Close at September 30			$49.59			$49.30			$49.59			$49.30
Shares Out. at September 30			27,741			27,625			27,741			27,625
Market Cap. at September 30		$	1,375,676		$	1,361,913		$	1,375,676		$	1,361,913

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NEW JERSEY NATURAL GAS
	Three Months Ended							Twelve Months Ended
(Unaudited)	September 30,							September 30,
(Thousands, except customer & weather data)		2007			2006			2007			2006
Utility Gross Margin
Operating revenues		$	134,390		$	109,108		$	1,005,588		$	1,138,774
Less:
Gas purchases			98,478			77,406			687,201			847,276
Energy and other taxes			5,277			4,118			56,475			52,908
Regulatory rider expense			3,778			2,719			37,605			28,587
Total Utility Gross Margin		$	26,857		$	24,865		$	224,307		$	210,003
Utility Gross Margin and Operating Income
Residential		$	16,006		$	16,174		$	152,395		$	150,135
Commercial, Industrial & Other			3,835			3,081			33,788			28,597
Firm Transportation			5,144			4,473			29,350			22,850
Total Firm Margin			24,985			23,728			215,533			201,582
Interruptible			173			261			649			1,018
Total System Margin			25,158			23,989			216,182			202,600
Off System/Capacity Management/FRM			1,699			876			8,125			7,403
TOTAL UTILITY GROSS MARGIN			26,857			24,865			224,307			210,003
Operation and maintenance expense			31,343			23,758			97,006			84,907
Depreciation and amortization			9,122			8,666			35,648			34,146
Other taxes not reflected in gross margin			878			738			3,125			2,921
OPERATING INCOME		$	(14,486	)	$	(8,297	)	$	88,528		$	88,029
Throughput (Bcf)
Residential			3.1			3.0			41.8			39.4
Commercial, Industrial & Other			0.7			0.8			9.4			10.4
Firm Transportation			0.8			0.8			8.6			7.4
Total Firm Throughput			4.6			4.6			59.8			57.2
Interruptible			3.1			3.0			6.5			7.2
Total System Throughput			7.7			7.6			66.3			64.4
Off System/Capacity Management			9.7			8.4			36.5			38.4
TOTAL THROUGHPUT			17.4			16.0			102.8			102.8
Customers
Residential			435,169			429,834			435,169			429,834
Commercial, Industrial & Other			28,916			28,914			28,916			28,914
Firm Transportation			14,104			12,874			14,104			12,874
Total Firm Customers			478,189			471,622			478,189			471,622
Interruptible			45			48			45			48
Total System Customers			478,234			471,670			478,234			471,670
Off System/Capacity Management			26			35			26			35
TOTAL CUSTOMERS			478,260			471,705			478,260			471,705
Degree Days
Actual			30			38			4,481			4,367
Normal			42			44			4,745			4,846
Percent of Normal			71.4	%		86.4	%		94.4	%		90.1	%

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NJR ENERGY SERVICES
	Three Months Ended							Twelve Months Ended
(Unaudited)	September 30,							September 30,
(Thousands, except customer)		2007			2006			2007		2006
Operating Revenues		$	454,124		$	417,447		$	1,994,682	$	2,133,540
Gas Purchases			457,874			421,543			1,903,483		2,062,513
Gross Margin			(3,750	)		(4,096	)		91,199		71,027
Operation and maintenance expense			5,401			5,983			18,521		16,415
Depreciation and amortization			53			55			214		211
Energy & Other Taxes			145			160			660		656
Operating Income		$	(9,349	)	$	(10,294	)	$	71,804	$	53,745
Net Income		$	(5,936	)	$	(7,386	)	$	40,148	$	28,113
Gas Sold and Managed (Bcf)			67.7			58.4			260.1		228.7
NJR HOME SERVICES AND OTHER
Operating Revenues			$9,030			$8,021			$28,944		$27,568
Operating Income			$3,132			$3,267			$4,977		$4,689
Net Income			$1,847			$2,435			$3,726		$3,536
Total Customers at September 30			149,765			148,370			149,765		148,370

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EX-3.1

NEW JERSEY RESOURCES CORPORATION

BY-LAWS

Adopted November 20, 1981

Amended November 19, 1982

Amended December 8, 1983

Amended January 29, 1986

Amended and Adopted December 17, 1986

Amended January 27, 1988

Amended November 29, 1995

Amended March 10, 1997

Amended November 17, 1999

Amended July 11, 2007

Amended November 14, 2007

1

ARTICLE I

BOARD OF DIRECTORS

Section 1 - ELECTION.  The business and affairs of the Company shall be conducted under the direction of its Board of Directors, which shall have all the powers of the Company except such as are by statute, by the Certificate of Incorporation, or by these By-Laws conferred upon or reserved to the stockholders. The number of directors constituting the entire Board of Directors shall not be less than three, the exact number to be determined from time to time by resolution adopted by the affirmative vote of a majority of the entire Board of Directors, each director to hold office until his successor shall have been elected and qualified. The members of the Board of Directors shall be divided into classes in the manner provided by Paragraph 7 of the Corporation's Certificate of Incorporation and shall be elected and serve for such terms of office as are provided therein.

Nominations of persons for election as directors may be made by the Board of Directors or by any stockholder entitled to vote for the election of directors. Any stockholder entitled to vote for the election of directors may nominate a person or persons for election as director only if written notice of such stockholder's intent is delivered to the Secretary of the Company at the principal executive offices of the Company (i) with respect to an election to be held at an annual meeting of stockholders, not later than 75 days prior to the first anniversary of the preceding year's annual meeting, or as set out below, and (ii) with respect to an election to be held at a special meeting of stockholders for the election of directors, not later than 10 days following the date on which public announcement (as defined in Article III, Section 1 of these By-Laws) of the date of such meeting is first made. In the event that the date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days from the anniversary date of the annual meeting, notice by the stockholder must be delivered not later than 75 days prior to such annual meeting, or, if the date of the annual meeting is less than 75 days from the date on which public announcement of the date of such meeting is first made, not later than or the 10th day following the day on which public announcement of the date of such meeting is first made. Notwithstanding anything in the foregoing sentence to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Company is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the Company at least 85 days prior to the first anniversary of the preceding year's annual meeting, a stockholder's notice required by this Section shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary of the Company not later than the close of business on the 10th day following the day on which such public announcement is first made.

Such stockholder's notice shall set forth: (a) the name and address of the stockholder who intends to make the nomination and the name, address, age, and principal occupation or employment of the person or persons to be nominated; (b) a representation that the stockholder is a holder of record of stock of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (c) the number and class of shares of the Company which are owned by such stockholder and the beneficial owner, if any, and the number and class of shares, if any, beneficially owned by the nominee; (d) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder; (e) such other information regarding each nominee that is required to be disclosed in connection with the solicitation of proxies for the election of directors, or as otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (including, without limitation, such person's written consent to being named in a proxy statement as a nominee and to serving as a director if nominated). The Chairman of the Board or other person presiding at a meeting of stockholders, may refuse to acknowledge the nomination of any person not made in accordance with the procedures prescribed by these By-Laws, and in that event the defective nomination shall be disregarded.

Subject to limits, if any, contained in the Certificate of Incorporation, the Board of Directors shall be authorized at any time to increase the number of directors and to elect a new director to fill any such newly created directorship, by resolution adopted by the affirmative vote of the majority of the directors then in office. Any such new director shall hold office until the next annual meeting of stockholders and until his successor is elected.

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If the office of any director becomes vacant for any reason, any such vacancy shall be filled by the Board of Directors, by resolution adopted by the affirmative vote of the majority of the remaining directors then in office. Any such new director shall hold office for the unexpired term and until his successor is elected. The stockholders may fill a directorship resulting from a vacancy or from an increase in the number of directors only if the Board of Directors shall not have done so.

The Board of Directors shall be authorized at any time by resolution to increase the number of directors and, by a majority vote, to elect a new director to fill any such newly created directorship. Any such new director shall hold office until the next Annual Stockholders’ Meeting and until his successor is elected.

A director, or the entire Board of Directors may be removed only for cause and only by the affirmative vote of the holders of at least 80% of the voting power of the voting stock.

Section 2 - BOARD OF DIRECTORS MEETINGS.  As soon as practicable, after the Annual Meeting of Stockholders, the Board of Directors shall meet for organization and elect a Chairman, who shall not ex officio be deemed an officer or employee of the Company unless expressly so designated by the Board as the Chief Executive Officer of the Company. The Chairman shall preside at all meetings of the Board of Directors. The Board of Directors may also elect a Vice Chairman, who shall not ex officio be deemed an officer or employee of the Company, but who shall preside at any meeting of the Board of Directors in the absence of the Chairman.

Regular meetings of the Board of Directors shall be held in alternate months on the last Wednesday of each month unless otherwise determined by resolution of the Board. The time and place of each meeting shall be designated by resolution of the Board, Chairman, the President, or the Secretary in the notice of meeting.

Special meetings of the Board of Directors may be called at any time by the Chairman or the President. The Secretary shall also call such meeting on the written request of a majority of the directors.

No notice shall be required for regular meetings of the Board of Directors, provided the time and place shall have been previously fixed by resolution of the Board. The meeting for organization may be held on the day of and after the annual meeting of stockholders. Two days notice of a special meeting of the Board of Directors shall be given, but this notice may be waived at any time in writing or by telegraph. A meeting may be held at any time without notice when all directors are present and consent thereto. The Board of Directors may also act without a meeting by unanimous written consent which shall be filed with the minutes of the Board.

At all meetings of the Board of Directors, the presence in person or by telephonic conference call of a majority of directors shall constitute a quorum for the transaction of business. A lesser number than a quorum, however, may meet and adjourn to any day.

Section 3 - REMUNERATION.  Directors, other than Company Officers, shall receive remuneration in such amount as shall be fixed by the Board of Directors from time to time.

ARTICLE II

OFFICERS

Section 1 - APPOINTMENT.  The Board of Directors shall, as soon as practicable after the Annual Meeting, meet for organization and shall elect or appoint a president; such number of Vice Presidents as the Board may direct; Treasurer; and a Secretary, any of whom may but need not be a director, except that the officer designated as the Chief Executive Officer as provided herein must be one of the directors.

The Board of Directors shall further designate either the Chairman of the Board, or the President, as the Chief Executive Officer of the Company. In the event that the Chairman of the Board is designated by the Board of Directors as the Chief Executive Officer, the president shall be the Chief Operating Officer of the Company. In the event that the President is designated as the Chief Executive Officer, the Board may, in its discretion, designate a Vice President as the Chief Operating Officer. The Board of Directors shall further designate an officer as the Chief Financial Officer of the Company.

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The Board of Directors may also elect or appoint one or more Assistant Vice Presidents, Assistant Treasurers, Assistant Secretaries, and such other officers as the Board shall from time to time deem necessary, who shall have such authority and shall perform such duties as may be prescribed in these By-Laws or by the Board of Directors.

Any two or more offices may be held by the same person. All of said officers shall hold their offices at the pleasure of the Board.

Section 2 - CHIEF EXECUTIVE OFFICER.  The Chief Executive Officer shall preside at all meetings of the stockholders and shall have, under the direction of the Board of Directors, overall executive responsibility for the supervision, management, and control of the business of the Company and of all departments of the Company's operations; he shall sign all certificates of stock and all contracts and other instruments in the name of the Company, unless otherwise ordered by the Board; and shall have the authority and responsibility to do and perform all other duties as provided by law, by these By-Laws, or which are otherwise incidental to his office.

Section 3 - CHIEF OPERATING OFFICER.  The Chief Operating Officer, if there be any such officer so designated, shall have general responsibility for the operation and administration of the business of the Company subject to the direction and control of the Chief Executive Officer and of the Board of Directors. He shall perform such other duties as may be delegated or assigned to him by the Chief Executive Officer, or by the Board of Directors, and in the absence of the Chief Executive Officer, the Chief Operating Officer shall perform the duties of the Chief Executive Officer, and the performance of any such duty by the Chief Operating Officer shall be conclusive evidence of his right to act.

Section 4 - CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall have overall responsibility for the preparation and maintenance of the Company’s financial books and records, for the accuracy and integrity of all reports of the Company's financial condition which are prepared or issued under his authority, and for the financial affairs; and requirements of the Company. Upon request, he shall make a report of the financial condition of the Company to the Board of Directors or to the Chief Executive Officer, and shall perform such other duties as may be delegated or assigned to him by the Board of Directors or by the Chief Executive Officer.

Section 5 - VICE PRESIDENTS.  Each Vice President shall have such powers and shall perform such duties as may be delegated or assigned to him by the Board of Directors, by the Chief Executive Officer (if other than the President), by the President, or by the Chief Operating Officer ( if other than the President), and in the absence of the President: the Vice Presidents severally, in the order to be designated by the chief Executive Officer, shall perform the duties of the President, and the performance of any such duty by a Vice President shall be conclusive evidence of his right to act.

Section 6 - ASSISTANT VICE PRESIDENT.  Each Assistant Vice President shall have such powers and perform such duties as may be assigned to him by the Board of Directors, by the Chief Executive Officer (if other than the President), by the President, or by any Vice President and the performance of any such duty shall be conclusive evidence of his right to act.

Section 7 - SECRETARY.  The Secretary shall keep minutes of all meetings of the Board of Directors and Committees thereof, and of the stockholders, and shall give all notices of meetings of the stockholders, and of the Board of Directors and Committees thereof. He shall have custody of all deeds, contracts, agreements, and other records, except as otherwise provided in these By-Laws, or by the Board of Directors, and shall attend to such correspondence of the Company as the Board of Directors or the Chief Executive Officer shall direct. He shall be the custodian of the seal of the Company and shall affix it to any instrument requiring the same, except as otherwise provided herein or by the Board of Directors. He shall further perform such other duties as may be delegated or assigned to him by the Board of Directors, or by the Chief Executive Officer, and the performance of any such duty shall be conclusive evidence of his right to act.

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Section 8 - ASSISTANT SECRETARY.  Each Assistant Secretary, if there be any such officer, shall perform such duties as may be assigned to him by the Board of Directors, by the Chief Executive Officer, or by the Secretary and the performance of any such duties shall be conclusive evidence of his right to act.

Section 9 - TREASURER.  The Treasurer shall have charge of all receipts and disbursements of the Company and shall be the custodian of the Company’s funds. He shall have full authority to receive and give receipts for all monies due and payable to the Company from any source whatever, and to endorse checks, drafts and warrants in its name and on its behalf, and full discharge for the same to give. The Treasurer shall also have full authority to sign all checks, notes, drafts and certificates of stock. A report of the financial condition of the Company shall be made by the Treasurer or to the Chief Executive Officer whenever so requested by either of them. He shall further perform such other duties as may be delegated or assigned to him by the Board of Directors, by the Chief Executive Officer, or by the Chief Financial Officer, and the performance of any such duty shall be conclusive evidence of his right to act.

Section 10 - ASSISTANT TREASURER.  Each Assistant Treasurer, if there be any such officer, shall have such powers and shall perform such duties as may be assigned to him by the Board of Directors, or by the Chief Executive Officer, by the Chief Financial Officer, or by the Treasurer, and the performance of any such duty shall be conclusive evidence of his right to act.

ARTICLE III

STOCKHOLDERS' MEETINGS

Section 1 – ANNUAL MEETING OF STOCKHOLDERS.  The annual meeting of the stockholders shall be held on the last Wednesday in the month of January in each year, at the hour of 10:30 a.m., at the principal office of the Company in New Jersey, or at such other date, time and place as may be fixed from time to time by resolution of the Board of Directors and set forth in the notice of the meeting, for the purpose of electing directors and transacting such other business as may properly come before the meeting.

At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before an annual meeting. To be properly brought before an annual meeting, business must be (i) specified in the notice of the meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (ii) otherwise properly brought before the meeting by or at the direction of the Board of Directors or (iii) otherwise properly brought before the meeting by a stockholder of the Company who was a stockholder of record at the time of giving of notice provided for in this Section, who is entitled to vote at the meeting and who complied with the notice procedures set forth in this Section. For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Company, at the principal executive offices of the Company. To be timely, a stockholder's notice shall be delivered not less than 75 days prior to the first anniversary of the preceding year's meeting; provided however, that in the event that the date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days from such anniversary date, notice by the stockholder, to be timely, must be so delivered not later than the 75th day prior to such annual meeting or the 10th day following the day on which public announcement (as defined herein) of the date of such meeting is first made.

Such stockholder's notice shall set forth as to each matter the stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (ii) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the proposal is made (A) the name and address of such stockholder, as they appear on the Company's books, and of such beneficial owner and (B) the class and number of shares of the Company which are owned beneficially and of record by such stockholder and such beneficial owner; and (iii) in the event that such business includes a proposal to amend either the Certificate of Incorporation or the by-laws of the Company, the language of the proposed amendment. Notwithstanding anything in these By-Laws to the contrary, no business shall be conducted at any annual meeting except in

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accordance with this paragraph, and the Chairman of the Board or other person presiding at an annual meeting of stockholders, may refuse to permit any business to be brought before an annual meeting without compliance with the foregoing procedures. For the purposes of this paragraph "public announcement" shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Company with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act. In addition to the provisions of this paragraph, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth herein. Nothing in these By-Laws shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Company's proxy statement pursuant to Rule 14a-8 under the Exchange Act.

Each share of stock entitled to vote at any meeting shall be entitled to one vote, which vote may be given either in person or by proxy, but no proxy shall be valid for more than eleven months unless a longer time is expressly provided therein, but in no event shall a proxy be valid after three years from the date of execution.

Every proxy shall be executed in writing by the shareholder or his agent, except that a proxy may be given by a shareholder or his agent by telegram, cable, telephonic transmission or by any other means of electronic communication so long as that telegram, cable telephonic transmission or other means of electronic communication either sets forth or is submitted with information from which it can be determined that the proxy was authorized by the shareholder or his agent.

Section 2 - SPECIAL MEETINGS OF STOCKHOLDERS.  Special meetings of the stockholders may be called at any time by the Chief Executive Officer, or upon the order of the Board of Directors, or upon the written request of the holders of a majority of the capital stock outstanding at the time and entitled to vote there at.

Section 3 - NOTICE OF MEETINGS OF STOCKHOLDERS; POSTPONEMENT OF MEETINGS; OPENING AND CLOSING OF POLLS.  Unless waived, written notice of the time, place, and purpose or purposes of all stockholders’ meetings, either annual or special, shall be given by the Secretary not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, to each stockholder entitled to vote at the meeting at his last post office address as shown on the books of the Company.

Any previously scheduled annual or special meeting of the stockholders may be postponed by resolution of the Board of Directors upon public announcement made on or prior to the date previously scheduled for such annual or special meeting.

The date and time for the opening and the closing of the polls for each matter to be voted upon at any meeting of stockholders shall be announced at the meeting by or pursuant to the direction of the officer presiding at the meeting.

Section 4 - RECORD DATES.  The Board of Directors by resolution shall have power to fix in advance a date, not exceeding sixty days or less than ten days preceding the date of any meeting of stockholders, and not exceeding sixty days preceding the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, as a record date for the determination of the stockholders’ vote at any such meeting or entitled to receive payment of any such dividend, or any such allotment of rights or to exercise the rights in respect to any such change, conversion or exchange of capital stock, and in such case stockholders of record on the date so fixed shall be exclusively entitled to such notice of and to vote at such meeting, or to receive payment of such dividend, or allotment of rights, or to exercise such rights, as the case may be, not withstanding any transfer of any stock on the books of the Company after any such record date so fixed as aforesaid.

Section 5 - QUORUM OF STOCKHOLDERS.  At any meeting of the stockholders, the holders of a majority of all the shares of the capital stock of the Company entitled to vote at such meeting, present in person or represented by proxy, shall constitute a quorum of the stockholders for all purposes, unless the representation of a larger number shall be required by law, and in that case, the representation of the number so required shall constitute a quorum.

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If the holders of the amount of stock necessary to constitute a quorum shall fail to attend in person or by proxy at the time and place fixed by these By-Laws for an annual meeting or fixed by notice as above provided for a special meeting, a majority in interest of the stockholders present in person or by proxy may adjourn from time to time, without notice other than by announcement at the meeting, until holders of the amount of stock requisite to constitute a quorum shall attend. At any such adjourned meeting at which a quorum shall be present any business may be transacted which might have been transacted at the meeting as originally called.

ARTICLE IV

COMMITTEES

Section 1 - EXECUTIVE COMMITTEE.  The Board of Directors may appoint an Executive Committee of not less than three of its members, including ex officio the Chairman of the Board and the Chief Executive Officer (if other than the Chairman). The Chairman shall, ex officio be the Chairman of the Executive Committee and shall preside at its meetings.

The Executive Committee shall hold regular meetings at such times and places as shall be designated by resolution of the Board or of the Committee, or in the notice of meeting. Special meetings of the Executive Committee may be called at any time by the Chairman or by the Chief Executive Officer (if other than the Chairman) and shall be called upon the written request of a majority of the members thereof.

No notice shall be required for regular meetings of the Executive Committee, provided the time and place thereof shall have been previously fixed by resolution of the Board or the Committee. Two days notice of a special meeting of the Executive Committee shall be given to each member, but this notice may be waived by such member at any time in writing or by telegraph. A meeting of the Executive Committee may be held at any time without notice when all the members are present and consent thereto. The Executive Committee may also act without a meeting, by unanimous written consent of the members thereof which shall be filed with the minutes of the Board. At every meeting of the Executive Committee, the presence in person or by telephonic conference call, of a majority of the members thereof shall constitute a quorum for the transaction of business.

During the intervals between the meetings of the Board of Directors, the Executive Committee shall possess and may exercise all the powers of the Board of Directors as may be permitted by law in the management and direction of the business and the conduct of the affairs of the Company, in such manner as the Executive Committee shall deem best for the interests of the Company, in all cases in which specific directions shall not have been given by the Board of Directors.

All action taken by the Executive Committee shall be reported to the Board of Directors at its meeting next succeeding such action.

Section 2 - AUDIT COMMITTEE.  The Board of Directors shall designate an Audit Committee, which shall consist of three or more directors, each of whom shall satisfy the independence requirements of the New York Stock Exchange and the Company’s Corporate Governance Guidelines, each as then in effect. The Audit Committee shall fix its own rules of procedure and a majority of the members serving shall constitute a quorum. The responsibilities of the Audit Committee shall be set forth in the Audit Committee’s charter as approved by the Board of Directors.

Section 3 - OTHER COMMITTEES.  The Board of Directors may, from time to time, appoint such other committees for any purpose or purposes as the Board may deem appropriate, which shall have such powers as shall be specified in the resolution of appointment.

Section 4 - RECORDS AND REPORTS.  All committees shall keep full records of their proceedings, and shall report from time to time to the Board, as called upon by the Board, or as provided by these By-Laws.

Section 5 - REMUNERATION.  Directors, other than Company Officers, shall receive such compensation for their services as a member of any Committee of the Board in such amount as shall be fixed by the Board of Directors from time to time.

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ARTICLE V

COMPANY STOCK

Section 1 – STOCK CERTIFICATES.  The Certificates for shares of capital stock of the Company shall be in such form as the Board of Directors may from time to time prescribe and as may be required by New Jersey law. Certificates for shares of capital stock of the Company shall be signed by the President and Chief Executive Officer or a Vice President (including any Executive or Senior Vice Presidents) and countersigned by the Treasurer or an Assistant Treasurer, the Secretary or an Assistant Secretary. Each certificate of stock shall certify the number of shares owned by the shareholder in the Company. The shares of capital stock of the Company shall be represented by certificates unless the Board of Directors shall by resolution provide that some or all of any class or series of capital stock of the Company shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until the certificate is surrendered to the Company. Notwithstanding the adoption of any resolution providing for uncertificated shares of capital stock, every holder of shares of capital stock represented by certificates and upon request every holder of uncertificated shares of capital stock shall be entitled to have a certificate representing the number of shares of capital stock registered in certificate form. Any or all signatures upon a certificate may be facsimiles.

Section 2 - TRANSFER OF SHARES.  Shares of Company stock shall be transferred on the books of the Company only (1) upon presentation and surrender of the appropriate certificate by the registered holder of such shares in person or by his or her duly authorized attorney or by a person presenting proper evidence of succession, assignment or authority to transfer such shares and, in any of such cases, cancellation of a certificate or of certificates for an equivalent number of shares or (2) in the case of uncertificated shares upon receipt of proper transfer instructions from the registered holder of such shares or from a duly authorized attorney or upon presentation of proper evidence of succession, assignment or authority to transfer such shares.

Section 3- LOST CERTIFICATES OF STOCK.  In case of loss, destruction or mutilation of any certificate for shares of capital stock of the Company, pursuant to the laws of the State of New Jersey relating to lost, destroyed or mutilated certificates for shares of capital stock, the Company may require the holder of record to furnish such information as the Board of Directors may require to ascertain whether such certificate has been lost, destroyed or mutilated. In addition, the Board of Directors may require that such holder of record give a bond of indemnity to the Company in such form and in such sum as the Board of Directors may direct, and to comply with any other terms the Board of Directors may lawfully prescribe, provided that the Board of Directors may elect not to require any bond when, in the judgment of the Board of Directors, it is proper so to do. Upon satisfactory completion by the holder of record of the requirements imposed by the Board of Directors, the Company shall deliver to the holder of record either a duplicate certificate for such shares of capital stock or evidence of the holder's ownership of such shares of capital stock in uncertificated form, as the Board of Directors so determines.

Section 4 - STOCKHOLDER LIST.  It shall be the duty of the Secretary or Assistant Secretary to prepare, at least ten days before every stockholders’ meeting, a true, full, and complete list of all the stockholders of the Company entitled to vote at the ensuing meeting, with the residence or other address of record of each and with the number of shares held by each, which list shall be made and arranged in alphabetical order, and shall, at all times during the usual hours for business, be open to the examination of any stockholder.

ARTICLE VI

STOCK OF OTHER CORPORATIONS

Section 1 - VOTING OF STOCK.  Unless otherwise ordered by the Board of Directors, the Chief Executive Officer or the President of the Company or, in his or their absence, any Vice President, shall have full power and authority on behalf of the Company to attend and to act and to vote at any meetings of stockholders of any corporation in which the Company may hold stock, and at any such meeting shall possess and may exercise any and all the rights and powers incident to the ownership of such stock, and which as the owner thereof, the Company might have possessed and exercised. The Board of Directors or the Executive Committee, by resolution, from time to time may confer like powers upon any other person or persons.

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Section 2 - WAIVERS AND CONSENTS.  Unless otherwise ordered by the Board of Directors, the Chief Executive Officer or the President of the Company or in his or their absence, any Vice President, shall have full power and authority on behalf of the Company to waive notice of any meeting of stockholders of any corporation in which the Company may hold stock, and to authorize or approve and consent in writing to any action by any such corporation to the same extent and with the same force and effect as an individual stockholder of such corporation.

ARTICLE VII

FISCAL YEAR

Section 1.  The fiscal year of the Company shall begin on October first of each year.

ARTICLE VIII

SEAL

Section 1.  The seal of the Company shall be similar to the impression contained in the margin opposite hereto. It may at any time be changed by resolution of the Board of Directors.

ARTICLE IX

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS

Section 1.  Each person who is a party or is threatened to be made a party, either as plaintiff, defendant, respondent, or otherwise, to any action, suit, or proceeding, whether civil, criminal, administrative, regulatory or investigative (a "Proceeding"), based upon, arising from, relating to, or by reason of the fact that such person, or a person of whom such person is the legal representative, is or was a director or officer of the Company, or is or was serving at the request of the Company as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation or non-profit corporation, cooperative, partnership, joint venture, trust, or other incorporated or unincorporated enterprise, or any employee benefit plan or trust (each, a "Company Affiliate"), shall be indemnified and held harmless by the Company to the fullest extent authorized by the NJBCA, as the same exists on the date of the adoption of this Bylaw [March 12, 1997] or as may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than the NJBCA permitted the Company to provide prior to such amendment), against any and all expenses, liability, and loss (including, without limitation, investigation expenses and expert witnesses' and attorneys' retainer, fees and expenses, judgments, penalties, fines, and amounts paid or to be paid in settlement) actually incurred by such person in connection therewith; provided, however, that, except for Proceedings seeking to enforce rights under this Bylaw, the Company shall indemnify any such person seeking to enforce such rights in connection with a Proceeding (or part thereof) initiated by such person only if such Proceeding (or part thereof) was authorized by a majority vote of the Board of Directors. The right to indemnification conferred in this Article IX shall be a contract right and shall include the right to be paid by the Company for expenses to be incurred in defending or prosecuting any such Proceeding in advance of its final disposition.

 Section 2.  The right to indemnification and the payment of expenses incurred in defending a Proceeding in advance of its final disposition conferred in this Article IX shall not be exclusive of any other right which any person may be entitled under any statute, provision of the Restated Certificate of Incorporation, or Bylaw, an agreement, a resolution of shareholders or directors, or otherwise both as to action in such person's official capacity and as to action in another capacity while holding such office.

 Section 3.  The Company may purchase and maintain insurance or furnish similar protection on behalf of any person who is a director, officer, employee, or agent of the Company or who, while a director, officer, employee, or agent of the Company, is serving at the request of the Company as a director, officer, partner,

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trustee, employee, or agent of a Company Affiliate, against any liability asserted against and incurred by such director, officer, employee, or agent in such capacity or arising out of such director's, officer's, employee's, or agent's status as such, whether or not the Company would have the power to indemnify such director, officer, employee, or agent against such liability under the NJBCA.

 Section 4.  The Board of Directors, or, if so authorized by the Board of Directors and as it relates to the employees or agents of the Company, one or more officers of the Company, may indemnify and advance expenses to directors, officers, employees or agents of the Company on such terms and conditions as the Board of Directors or any such officer or officers, as applicable, deem appropriate under the circumstances.

 Section 5.  Anything in this Article IX to the contrary notwithstanding, no elimination of this Bylaw and no amendment of this Bylaw adversely affecting the right of any person to indemnification or advancement of expenses hereunder shall be effective until the sixtieth day following notice to such indemnified person of such action, and no elimination of or amendment to this Bylaw shall deprive any such person of such person's rights hereunder arising out of alleged or actual occurrences, acts, or failures to act which had their origin prior to such sixtieth day.

 Section 6.  The indemnification and advancement of expenses provided by, or granted pursuant to, this Article IX shall, unless otherwise provided when authorized, continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

ARTICLE X

AMENDMENTS

Section 1.  These By-Laws may be amended or repealed (i) by action of a majority of the Board of Directors at any regular or special meeting of the Board of Directors, provided notice of such alteration, amendment, or repeal shall be given in the notice of any such meeting, or (ii) except as otherwise provided in Paragraphs 6, 7, 8, and 9 of the Certificate of Incorporation of the Corporation, by action of the holders of a majority of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, considered for this purpose as one class.

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EX-10.16

Exhibit 10.16
Summary of New Jersey Resources Corporation Non-Employee Director Compensation
Annual Retainer Fee: (effective November 14, 2007)	$30,000 cash (paid quarterly)
	800 shares of NJR Common Stock (paid annually)
Lead Non-Management Director Fee:	$10,000
Annual Retainer for Committee Chairs:
Audit Committee Chair:	$10,000
Executive Committee Chair:	$10,000
Financial Policy Committee Chair:	$5,000
Leadership Development and Compensation Committee Chair:	$5,000
Nominating/Corporate Governance Committee Chair:	$5,000
Committee Meeting Fees:	$1,500 per meeting attended