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                                                                    Exhibit 10-1


                        NEW JERSEY RESOURCES CORPORATION
                      LONG-TERM INCENTIVE COMPENSATION PLAN
                     (AS AMENDED, EFFECTIVE OCTOBER 1, 1999)


                              I. GENERAL PROVISIONS

         A.       PURPOSES

                  The purpose of the Long-Term Incentive Compensation Plan (the
         "Plan") of the New Jersey Resources Corporation (the "Company") is to
         promote the interests of the Company and its stockholders by (1)
         attracting and retaining employees of outstanding ability; (2)
         strengthening the Company's capability to develop, maintain and direct
         a competent management team; (3) motivating employees, by means of
         performance-related incentives, to achieve long-range performance
         goals; (4) providing incentive compensation opportunities which are
         competitive; and (5) enabling employees to participate in the long-term
         growth and financial success of the Company.

         B.       DEFINITIONS

                  Award - means a grant or award under Sections II through IV,
         inclusive, of the Plan.

                  Board of Directors - means the Board of Directors of the
         Company.

                  Code - means the Internal Revenue Code of 1986, as amended
         from time to time.

                  Committee - means the Compensation and Benefits Committee of
         the Board of Directors, or such other committee of the Board of
         Directors as may from time to time be designated to administer the
         Plan.

                  Common Stock - means the common stock, $2.50 par value, of the
         Company.

                  Corporation - means the Company, its Divisions and
         Subsidiaries.

                  Disability Date - means the date on which a Participant is
         deemed totally and permanently disabled under the long-term disability
         plan of the Corporation applicable to the Participant.

                  Disinterested Person - has the meaning set forth in Rule
         16b-3(d) (3) promulgated by the Securities and Exchange Commission
         under the Securities Exchange Act of 1934, or any successor definition
         adopted by the Commission.

                  Employee - means any full-time or part-time employee of the
         Corporation.

                  Fair Market Value - means, as the Committee shall determine,
         either (1) the average of the high and low sales prices of the Common
         Stock, or (2) the closing price of the Common Stock, on the date on
         which it is to be valued hereunder as reported for New York Stock
         Exchange-Composite Transactions.

                  Participant - means an Employee who is selected by the
         Committee to receive an Award under the Plan.
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                  Performance Cycle or Cycle - means the period of years
         selected by the Committee during which the performance of the
         Corporation is measured for the purpose of determining the extent to
         which an award of Performance Units has been earned.

                  Performance Goals - means the objectives for the Corporation
         established by the Committee for a Performance Cycle, for the purpose
         of determining and measuring the extent to which Performance Units,
         which have been contingently awarded for such Cycle, have been earned.

                  Performance Units - means a fixed or variable dollar or Common
         Stock share denominated Unit contingently awarded under Section III of
         the Plan.

                  Restricted Period - means the period of years selected by the
         Committee during which a Service Award may be forfeited to the Company.

                  Retirement - means retirement on a normal, early or postponed
         retirement date within the meaning of the pension plan of the
         Corporation applicable to the Participant.

                  Service Award - means such number of shares of Common Stock
         contingently granted, based on continued service for a specified
         period, to a Participant under Section IV of the Plan.

                  Subsidiary - means any corporation in which the Company owns
         directly or indirectly fifty (50%) percent or more of the total
         combined voting power of all classes of its stock having voting power.

         C.       ADMINISTRATION

                  The Plan shall be administered by the Committee, which shall
         at all times consist of three or more members, each of whom is a
         Disinterested Person. The Committee shall have sole and complete
         authority to adopt, alter and repeal such administrative rules,
         guidelines and practices governing the operation of the Plan as it
         shall from time to time deem advisable, and to interpret the terms and
         provisions of the Plan. The Committee's decisions are binding upon all
         parties.

         D.       ELIGIBILITY

                  All Employees are eligible to be Participants in the Plan.
         Notwithstanding the foregoing no member of the Committee shall be
         eligible to receive an Award during such member's term of membership on
         the Committee.

         E.       SHARES RESERVED

                  a. There shall be reserved for issuance pursuant to the Plan a
         total of 1,500,000 (One Million Five Hundred Thousand) shares of Common
         Stock. In the event that (1) a stock option granted hereunder expires
         or is terminated unexercised as to any shares covered thereby, or (2)
         shares are forfeited for any reason under the Plan, such shares shall
         thereafter be again available for issuance pursuant to the Plan.

                  b. In the event of any change in the outstanding shares of
         Common Stock by reason of any stock dividend or split,
         recapitalization, merger, consolidation, spin-off; combination or
         exchange of shares or other corporate change, or any distributions to
         common shareholders other than normal cash dividends, the Committee
         shall make such substitution or adjustment, if any, as it deems to be
         equitable, as to the number or kind of shares of Common Stock or other
         securities
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         issued or reserved for issuance pursuant to the Plan, including the
         number of outstanding stock options and the option price thereof, and
         the number of outstanding Awards of other types.

         F.       CHANGE OF CONTROL

                  In order to maintain the Participants' rights in the event of
         Change of Control of the Company, as hereinafter defined, the Board of
         Directors, in its sole discretion, may, either at the time an Award is
         made hereunder or at any time prior to or simultaneously with a Change
         in Control (1) provide for the acceleration of any time period relating
         to the exercise or realization of such Awards so that such Awards may
         be exercised or realized in full on or before a date fixed by the Board
         of Directors; (2) provide for the purchase of such Awards, upon the
         Participant's request, for an amount of cash equal to the amount which
         could have been attained upon the exercise or realization of such
         rights had such Awards been currently exercisable or payable; (3) make
         such adjustment to the Awards then outstanding as the Board of
         Directors deems appropriate to reflect such transaction or change; or
         (4) cause the Awards then outstanding to be assumed, or new rights
         substituted therefor, by the surviving corporation in such change. The
         Board of Directors may, in its discretion, include such further
         provisions and limitations in any agreement entered into with respect
         to an Award as it may deem equitable and in the best interests of the
         Company.

                  A "Change of Control" shall be deemed to have occurred if (1)
         absent prior approval by the Board of Directors, thirty (30%) percent
         or more of the Company's outstanding securities entitled to vote in
         elections of directors shall be beneficially owned. directly or
         indirectly, by any person, entity or group; or (2) individuals
         currently constituting the Board of Directors (or the successors of
         such individuals nominated by a Board of Directors on which such
         individuals or such successors constituted a majority) cease to
         constitute a majority of the Board of Directors.

         G.       WITHHOLDING

                  The Corporation shall have the right to deduct from all
         amounts paid in cash (whether under this Plan or otherwise) any taxes
         required by law to be withheld with respect to an Award. In the case of
         payments of Awards in the form of Common Stock, at the Committee's
         discretion the Participant may be required to pay to the Corporation
         the amount of any taxes required to be withheld with respect to such
         Common Stock, or, in lieu thereof, the Corporation shall have the right
         to retain (or the Participant may be offered the opportunity to elect
         to tender) the number of shares of Common Stock whose Fair Market Value
         equals the amount required to be withheld. The Committee shall require
         that, with respect to any such election by a person who is an officer
         or director of the Company within the meaning of Section 16 under the
         Securities Exchange Act of 1934, as amended: (1) such election must be
         made more than 6 months prior to the earlier of (a) the earliest date
         upon which the Award vests or becomes exercisable and (b) the earliest
         date on which such withholding is required to be made pursuant to the
         Internal Revenue Code of 1986, as amended; (2) such election must be
         irrevocable; and (3) such election shall be subject to disapproval by
         the Committee.

         H.       NONTRANSFERABILITY

                  No Award shall be assignable or transferable except by will or
         the laws of descent and distribution, and no right or interest of any
         Participant shall be subject to any lien, pledge, encumbrance,
         obligation or liability of or in favor of the Participant or any other
         person or entity.
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         I.       NO RIGHT TO EMPLOYMENT

                  No person shall have any claim or right to be granted an
         Award, and the grant of an Award shall not be construed as giving a
         Participant the right to be retained in the employ of the Corporation.
         Further, the Corporation expressly reserves the right at any time to
         dismiss a Participant free from any liability or any claim under the
         Plan, except as provided herein or in any agreement entered into with
         respect to an Award.



         J.       CONSTRUCTION OF THE PLAN

                  The validity, construction, interpretation, administration and
         effect of the Plan and of its rules and regulations, and rights
         relating to the Plan, shall be determined solely in accordance with the
         laws of New Jersey.

         K.       AMENDMENT

                    The Board of Directors may amend, alter suspend, discontinue
         or terminate the Plan or the Committee's authority to grant Awards
         under the Plan without the consent of shareholders or Participants,
         except that any amendment or alteration to the Plan shall be subject to
         the approval of the Corporation's shareholders not later than the
         annual meeting next following such Board of Directors action if such
         shareholder approval is required by any federal or state law or
         regulation or the rules of any stock exchange or automated quotation
         system on which the Common Stock may then be listed or quoted, and the
         Board of Directors may otherwise, in its discretion, determine to
         submit other such changes to the Plan to shareholders for approval;
         provided that, without the consent of an affected Participant, no such
         Board of Directors action may materially and adversely affect the
         rights of such Participant under any previously granted and outstanding
         Award. The Committee may waive any conditions or rights under, or
         amend, alter, suspend, discontinue or terminate any Award theretofore
         granted and any Award agreement relating thereto, except as otherwise
         provided in the Plan; provided that, without the consent of an affected
         Participant, no such Committee action may materially and adversely
         affect the rights of such Participant under such Award. Without the
         prior approval of the Company's shareholders, options issued under any
         of the Company's existing stock options will not be repriced, replaced,
         or regranted through cancellation, or by lowering the option exercise
         price of a previously granted award other than in connection with the
         customary anti-dilution adjustments.


         L.       DIVIDENDS, EQUIVALENTS AND VOTING RIGHTS; CASH PAYMENTS

                  Awards may provide the Participant with (1) dividends or
         dividend equivalents and voting rights prior to either vesting or
         earnout; and (2) to the extent determined by the Committee, cash
         payments In lieu of all or any portion of an Award.

         M.        EFFECTIVE DATE

                  The Plan shall be effective as of October 1, 1999 (subject to
         approval by vote of the Company's stockholders), and shall remain in
         effect until terminated by the Board of Directors.



                                II. STOCK OPTIONS

         A.       AUTHORITY OF COMMITTEE
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                  Subject to the provisions of the Plan, the Committee shall
         have sole and complete authority to determine the Employees to whom
         options shall be granted, the number of shares to be covered by each
         such option, provided that in no event may the number of shares covered
         by the options to be issued to any one Employee during any plan year
         exceed 200,000 (Two Hundred Thousand), and the conditions and
         limitations, if any, in addition to those set forth In Section II.C
         hereof, applicable to the exercise of each such option. The Committee
         shall have the authority to grant both incentive stock options and
         non-qualified stock options, except that incentive stock options shall
         only be granted to Participants who are employees of the Company or a
         Subsidiary. In the case of incentive stock options, the terms and
         conditions of such options shall be subject to and comply with the
         grant and vesting limitations as may be prescribed by Section 422 of
         the Code, as from time to time amended, and any implementing
         regulations.

         B.       OPTION PRICE

                  The Committee shall establish the option price at the time
         each stock option is granted, which price shall not be less than 100%
         of the Fair Market Value of the Common Stock on the date of grant, The
         option price shall be subject to adjustment in accordance with the
         provisions of Section I.E.(b) hereof.

         C.       EXERCISE OF OPTIONS

                  a. The Committee may determine that any stock option shall
         become exercisable in installments and may determine that the right to
         exercise such stock option as to such installments shall expire on
         different dates or on the same date; provided that no such stock option
         shall be exercisable by Participants who are officers or directors of
         the Company for purposes of Section 16 of the Securities Exchange Act
         of 1934 prior to six (6) months following the date of grant except as
         otherwise permitted under the Plan. Incentive stock options may not be
         exercisable later than ten years after their date of grant.

                  b. In the event a Participant ceases to be an Employee with
         the consent of the Committee, or upon the occurrence of a Participant's
         death, Retirement or Disability Date, such Participant's Stock Options
         shall be exercisable at any time during such period as may be
         established by the Committee. If a Participant ceases to be an Employee
         for any other reason, such Participant's rights under all stock options
         shall terminate upon the expiration of ninety days next following the
         effective date of such Participant's termination of employment.

                  c. Each Stock Option shall be confirmed by a stock option
         agreement executed by the Company and by the Participant. The option
         price of each share as to which an option is exercised shall be paid in
         full by the Participant at the time of such exercise. Such payment
         shall be made in cash, by tender of shares of Common Stock valued at
         Fair Market Value as of the date of exercise, subject to such
         limitations on the tender of Common Stock as the Committee may impose,
         by a combination of cash and shares of Common Stock, or by such other
         arrangement as the Committee may determine.

                  d. Each option agreement shall provide that the option shall
         not be assignable or transferable by the Participant otherwise than by
         will or the laws of descent and distribution, that no right or interest
         of any Participant thereunder shall be subject to any lien, pledge,
         encumbrance, obligation or liability of or in favor of the Participant
         or any other person or entity, and that such option shall be
         exercisable only by the Participant during the Participant's lifetime
         or upon the Participant's death, by such Participant's estate or other
         legal representative, in accordance with the terms of such option
         agreement.

                             III. PERFORMANCE UNITS
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         A.       AUTHORITY OF COMMITTEE

                  Subject to the provisions of the Plan, the Committee shall
         have sole and complete authority to determine (i) the Employees who
         shall receive Performance Units and the number of Units awarded for
         each Performance Cycle; (ii) the duration of each Performance Cycle;
         and (iii) the value of or valuation methodology for each Performance
         unit. Performance units may be denominated in fixed or variable dollar
         amounts, or may be made equal to one or more shares of Common Stock.
         There may be more than one Performance Cycle in existence at any one
         time, and the duration of such Performance Cycles may differ, as
         determined by the Committee.

         B.       OPTION PRICE

                  The Committee shall establish Performance Goals for each Cycle
         on the basis of such criteria and to accomplish such objectives as the
         Committee may from time to time select. During any Cycle, the Committee
         may adjust the Performance Goals for such Cycle as it deems equitable
         in recognition of unusual or non-recurring events affecting the
         Corporation or changes in applicable tax laws or accounting principles.

         C.       TERMS AND CONDITIONS

                  The Committee shall determine the number of Performance Units
         which have been earned on the basis of the Corporation's performance in
         relation to the established Performance Goals. Performance Units may
         not be sold, assigned, transferred, pledged or otherwise encumbered,
         except as herein provided, during the Performance Cycle. Payment for
         Performance Units shall be in (1) cash. or (2) shares of Common Stock,
         in such proportions as the Committee shall determine. Prior to the time
         Performance Units are earned, Participants may be offered the
         opportunity to defer receipt of payment for earned Performance Units
         under terms established by the Committee; provided, however, that such
         election by a Participant who is an officer or director of the
         Corporation within the meaning of Section 16 of the Securities Exchange
         Act of 1934, as amended, must be made prior to the time such
         Performance Units are earned and must be irrevocable.

         D.       TERMINATION OF EMPLOYMENT

                  A Participant must be an Employee at the end of a Performance
         Cycle in order to be entitled to payment of Performance Units in
         respect of such Cycle; provided, however, that in the event a
         Participant ceases to be an Employee with the consent of the Committee
         before the end of such Cycle, or upon the occurrence of a Participant's
         death, Retirement or Disability Date prior to the end of such Cycle,
         the Committee, in its discretion and after taking into consideration
         the performance of such Participant and the performance of the
         Corporation during the Cycle, may authorize payment to such Participant
         (or the Participant's legal representative) of all or a portion of the
         Performance Units deemed by the Committee to have been earned by the
         Participant to the date of termination.

                               IV. SERVICE AWARDS

         A.       AUTHORITY OF COMMITTEE

                  Subject to the provisions of the Plan, the Committee shall
         have sole and complete authority to determine the Employees to whom
         Service Awards shall be granted, the number of shares of Common Stock
         to be granted to each Participant, the duration of the Restricted
         Period during which, and the conditions under which, the Service Award
         may be forfeited to the
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         Company, and the terms and conditions of the Award. Such determinations
         shall be made by the Committee at the time of the grant.

         B.       TERMS AND CONDITIONS

                  Shares of Common Stock subject to a Service Award may not be
         sold, assigned, transferred, pledged or otherwise encumbered by the
         Participant, except as herein provided, during the Restricted Period.
         Certificates issued in respect to such Awards shall be registered in
         the name of the Participant and deposited by the Participant, together
         with a stock power endorsed in blank, with the Company. At the
         expiration of the Restricted Period, the Company shall deliver such
         certificates to the Participant. The Committee may further require that
         an appropriate legend be inserted on the certificate indicating the
         restrictions imposed hereunder and such other restrictions as may exist
         on the transferability of the shares represented thereby.

         C.       TERMINATION OF EMPLOYMENT

                  In the event a Participant ceases to be an Employee with the
         consent of the Committee during the Restricted Period, or upon the
         occurrence of a Participant's death, Retirement or Disability Date
         during the Restricted Period, the restrictions imposed hereunder shall
         lapse with respect to such number of shares of Common Stock granted as
         Service Awards, if any, shall be determined by the Committee. In the
         event a Participant ceases to be an Employee for any other reason
         during the Restricted Period, all shares of stock granted as Service
         Awards and not yet earned shall thereupon be forfeited to the Company.