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December 2, 2010

H. Christopher Owings

Assistant Director

U.S. Securities & Exchange Commission

100 F Street N.E.

Washington, D.C. 20549-3561

Re: New Jersey Resources Corporation

Form 10-K for Fiscal Year Ended September 30, 2009

Filed November 30, 2009

Definitive Proxy Statement on Schedule 14A

Filed December 14, 2009

Form 10-Q for Fiscal Quarter Ended June 30, 2010

Filed August 4, 2010

File No. 001-08359

Dear Mr. Owings:

Please allow this letter to serve as New Jersey Resources Corporation's (the “Company”) The Company is a New Jersey corporation. response to the comments of the Staff (the “Staff') of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) contained in its follow-up comment letter dated November 17, 2010, to our fourth response letter to you dated October 26, 2010, in response to your fourth comment letter dated September 27, 2010, and in connection with your three other previous comment letters, including your original comment letter dated June 18, 2010, (the “Commission Comment Letter”). When used in this letter, the “Company,” “we,” “us,” and “our” refer to New Jersey Resources Corporation.

The Company's response to the Staff's comment is set forth below. For ease of reference, the Staff's comment is printed in italics, numbered consistent with the Staff's assignation and followed by the Company's response. Where the Staff requested additional information to better understand the Company's disclosure, the information is set forth after the corresponding comment. The Company confirms that it will comply with the comment in future filings as set forth below.

Certain portions of the Company's response below are provided in disclosure type format as requested by the Staff.

Definitive Proxy Statement on Schedule 14A

Annual Cash Incentive Awards, page 24

We note your response to prior comment one of our letter [sic] dated September 27, 2010. We agree with the additional disclosure you suggest providing in future filings but we disagree that the quantifiable metrics associated with the 14 performance measures are immaterial, and therefore, do not need to be disclosed considering such targets comprise 20% of your annual cash incentive award and were achieved at a level in excess of the target amounts in 2009. Without providing such information, readers are unable to assess how 20% of each your [sic] named executive officer's annual cash incentive award [sic] was determined and this would not seem to facilitate an understanding of your compensation policies, as required by Item 402(b) of Regulation S-K. Please revise the table you propose to include so that it reflects the quantifiable metrics associated with each of the 14 performance measures at the threshold, target and maximum performance levels and state at which level each metric was achieved.

Response:

We acknowledge the Staff's comment. To address the Staff's concerns, we have further revised our discussion of the Commitment to Stakeholders component of the annual cash incentive award formula to disclose the quantifiable metrics associated with each of the 14 performance measures at the threshold, target and maximum performance levels and state at which level each metric was achieved. Set forth below is a revised discussion of our Commitment to Stakeholders component containing the additional disclosure we plan to include in our future filings using the 2009 Proxy Statement as an example.

“Commitment to Stakeholders Component:

The Commitment to Stakeholders (the “CTS”) component of the annual cash incentive award, which comprises 20% of that award, is determined based on a subset of 80 specific performance measures that the Leadership Development and Compensation Committee of our Board of Directors (the “LDCC”) views as important to our shareholders, and that encompass a broader range of our activities that are not necessarily reflected in our financial metrics. These performance measures are company-wide and fall into the following seven categories:


•	Safety, reliability and competitively priced service: measures employee safety, system safety, system reliability, service reliability and competitive pricing;


•	Customer satisfaction: measures customer care, problem resolution, billing accuracy and timely response;


•	Growth: measures net financial earnings growth, progress on the regulatory and New Jersey Energy Master Plan and business unit growth;


•	Quality: measures quality of processes throughout the organization;


•	Valuing employees: measures provision of feedback to employees, leadership development, workforce relations and positive work environment;


•	Corporate citizenship: measures customer and community outreach, environmental focus, promotion of ethical behavior and fostering of community and business relationships; and


•	Superior Return: measures net financial earnings growth, financial metrics, total return to shareholders and business unit productivity.

The 80 performance measures were set through a process that began early in the third quarter of fiscal year 2009. A team of employees from across the Company's business units selected these performance measures spanning the seven CTS categories listed above. This set of 80 performance measures was then reviewed by a senior executive team, including our Chief Executive Officer (“CEO”) and Chief Financial Officer, which made further edits and recommendations to the measures.

The LDCC and management use these metrics to measure the Company's overall effort to provide our customers, shareholders, communities and other stakeholders with the highest quality service and performance. Each of the performance measures is objective and quantifiable. For instance, we measure Corporate Citizenship by calculating the total number of employee volunteer hours and calculating the total number of people reached by our customer and community outreach programs using data compiled at each such event during the course of the fiscal year.

For each performance measure, a performance target was developed based upon historical company information, peer information, comparative data, trends and, in certain cases, benchmarks required by state regulations. Performance targets were set by the appropriate business unit leaders and reviewed and approved by our Quality

Department and the senior executive team, including our CEO. Thereafter, the 80 performance measures and targets were approved by the LDCC. The performance measures and targets were then published and distributed to our employees shortly after the beginning of fiscal 2010. Separately, the senior executive team selected a subset of the 80 performance measures for recommendation to the CEO and the LDCC for purposes of determining the CTS component of the annual cash incentive award. The subset was then reviewed by the CEO and the LDCC and a final subset, which was ultimately comprised of 14 performance measures, was approved by the LDCC (the “Performance Measures.”) When selecting the Performance Measures, the CEO and the LDCC selected one or more significant measures in each of the seven CTS categories in order to encompass a broad spectrum of the Company's performance, thereby allowing them to best gauge, on a company-wide basis, how well the executive management team is fulfilling the CTS. As a result, the CEO and the LDCC consider the Performance Measures as those most useful for a broad assessment of executive performance.

When determining the CTS component of the annual cash incentive award, the LDCC and the CEO establish threshold, target and maximum performance levels for each of the Performance Measures. The threshold level is based on a level of performance that was believed to be achievable, the target level is based on a level of performance that was believed to be aggressive, but obtainable, and the maximum level is based on a level of performance that was believed to be attainable by achieving exceptional performance. Each of these Performance Measures is weighted equally and an overall average measurement is obtained. The overall average measurement reflects the average company-wide performance on the Performance Measures (each weighted equally) on a scale of 0 to 120% of the target goal. For example, if we were to meet exactly the target goal for each of the Measures, the average company-wide performance amount would be 100%.

The table below shows the fourteen Performance Measures, and indicates our threshold, target and maximum performance levels, as well as indicating our actual performance for each of the Performance Measures:


Performance Measures	Performance Range (threshold to maximum)	Target Performance	Actual Performance	Percentage of Target*
Occupational Safety and Health Act (OSHA) recordable incident rate per 100 full-time employees	5.4-3.6	4.5	7.8	0%
Emergency response times less than 60 minutes	98.4%-100%	99.2%	99.4%	113%
Average emergency response time (in minutes)	30.6-20.4	25.5	24.8	107%
Percentage of missed utility customer appointments at NJNG	1.44%-0.96%	1.2%	0.69%	150%
NJR Home Services Company percentage of missed field appointments	1.8%-1.2%	1.5%	1.3%	133%
Three-year rolling average of the gas cost portion of the utility bill measured quarterly compared with three peer companies	Lowest in group	Lowest in group	Lowest in group	100%
Overall customer satisfaction rate	89%-100%	94.5%	92.4%	81%
Net Financial Earnings growth rate over prior fiscal year	4.0%-6.0%	5.0%	7.6%	150%
Number of key Lean Six Sigma projects completed in fiscal 2009	2-4	3	1	0%
Average employee satisfaction score on the NJBIZ survey	62-100	81	85	111%
Total audience reached by customer and community outreach programs and events	1,204,000-1,806,000	1,505,000	2,943,338	150%
Total number of employee volunteer hours	2,880-4,320	3,600	4,377	150%
Non-regulated wholesale net financial earnings	$28.0 million-$42.0 million	$35.0 million	$31.2 million	73%
Consolidated Net Financial Earnings per basic share	$1.88 - $2.82	$2.35	$2.40	105%

* The percentage of target is adjusted to a scale of 0 to 150% for purposes of determining the CTS component of the annual cash incentive award.

As illustrated in the table below, during fiscal 2009, the average company-wide performance as compared to the target goal was 102% of the target goal. This corresponded to a payout of 105% of the target payout amount for the CTS component of the annual cash incentive award formula, or 21%, of the annual cash incentive award.”

* * * *

In connection with the Company's response to the comments of the Staff set forth herein, New Jersey Resources Corporation acknowledges 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.

We also acknowledge that the Division of Enforcement has access to all information we provide to the staff of the Division of Corporate Finance in your review of our filing or in response to your comments on our filing.

If you have any questions regarding the information contained in this letter, or need further information, please do not hesitate to call me at (732) 938-1491.

Very truly yours,

/s/ Glenn C. Lockwood

Glenn C. Lockwood

Senior Vice President & Chief Financial Officer