**UNITED STATES SECURITIESAND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

### AMENDMENT NO. 1

**TO**

**FORM 10-K/A**

(Mark One)

[X]       **ANNUALREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

For the fiscalyear ended September 30, 2002

OR

 

[ ]        **TRANSITION REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934**

(NO FEE REQUIRED)

For thetransition period from _________ to __________

Commission FileNumber: 16385

** **

**NUI CORPORATION**(Exactname of Registrant as specified in its charter) 

 
| **New Jersey    **(State  of organization) 

**550  Route 202-206, P.O. Box 760  Bedminster,  New Jersey 07921-0760**(Address  of principal executive offices) | **22-3708029  **(I.R.S.  Employer Identification No.)

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

Securitiesregistered pursuant to Section 12(b) of the Act:  
| Title of Each Class:             |     |                          |
|----------------------------------|--------------------|--------------------------|
| Common Stock, no par  value      |                    | New York Stock  Exchange |
| Preferred Stock  Purchase Rights |                    | New York Stock  Exchange |

Securitiesregistered pursuant to Section 12(g) of the Act:  None

Indicate by check markwhether the registrant: (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for thepast 90 days:

Yes          No 

Indicate by check markif disclosure of delinquent filers, pursuant to Item 405 of Regulation S-K isnot contained herein, and will not be contained, to the best of theregistrant's knowledge, in definitive proxy or information statementsincorporated by reference to Part III of this Form 10-K or any amendment to theForm 10-K:

Indicate by check markwhether the registrant is an accelerated filer (as defined in Rule 12b-2 of theact):

 Yes X       No 

                The aggregate market valueof  15,313,409 shares of common stockheld by non-affiliates of the registrant using the $15.06 per share closingprice on November 30, 2002 was $230,619,940.

Thenumber of shares outstanding for each of the registrants classes of commonstock, as of November 30, 2002:

CommonStock, No Par Value: 16,000,043 sharesoutstanding

** **

Documents incorporated by reference:  the registrant's definitive Proxy Statementfor the registrant's Annual Meeting of Stockholders, to be filed with theSecurities and Exchange Commission on or before January 28, 2003.

NUI Corporation is filing this Form 10-K/A to: (1)include the list of exhibits and Current Reports on Form 8-K in Item 15 of PartIV which were inadvertently deleted from the report, (2) include the correctdocument as Exhibit 10(lx), and (3) include the correct accountant's consentrequired as Exhibit 23.

**PART IV**

**Item 15. Exhibits,Financial Statement Schedules and Reports on Form 8-K **

**(a)**           (1) Consolidated financial statementsof the company as of September 30, 2002 and 2001 and for each of the threeyears in the period ended September 30, 2002 and the auditors' report thereon,and the unaudited quarterly financial data for the two-year period endedSeptember 30, 2002 are included herewith as indicated on the "Index toFinancial Statements and Schedule" on page F-1.

                (2).Schedule II- Valuation and Qualifying Account for each of the three years inthe period ended September 30, 2002. All other schedules are omitted becausethey are not required, are inapplicable or the information is otherwise shownin the financial statements or notes thereto.

                (3)Exhibits:
| **Exhibit**

**No.** | **Description**                                                                                                                                                                                                         | **Reference**                                                                                                                                  |
|----------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------|
| 2(i)                 | Letter Agreement, dated June 24, 1993, by and between  NUI Corporation and Pennsylvania & Southern Gas Company                                                                                                      | Incorporated by reference to Exhibit 2.1 to  Registration Statement on Form S-4 No. 33-50561 dated October 18, 1993                       |
| 2(ii)                | Agreement and Plan of Merger, dated as of July 27,  1993, by and between NUI Corporation and Pennsylvania & Southern Gas  Company                                                                                   | Incorporated by reference to Annex A to Registration  Statement No. 33-50561                                                              |
| 2(iii)               | Agreement and Plan of Merger, dated as of June 13, 2000  by and among NUI Corporation, VGC Acquisition Inc. and Virginia Gas Company                                                                                    | Incorporated by reference to Annex A of Registration  Statement on Form S-4 333-46036 dated September 18, 2000                                 |
| 2(iv)                | Agreement and Plan of Exchange between NUI Corporation  and NUI Holding Company, dated as of March 1, 2001                                                                                                              | Incorporated by reference to Exhibit 2 to NUI's Form  8-K dated     March 2, 2001                                          |
| 2(v)                 | Agreement and Plan of Merger, as amended and restated  as of March 28, 2001 by and among NUI Corporation, VGC Acquisition Inc. and  Virginia Gas Company                                                                | Incorporated by reference to Exhibit 2(v) of NUI's Form  10-K Report for Fiscal Year 2001                                                      |
| 2(vi)                | Asset Purchase Agreement and Plan of Reoganization by  and among NUI Corporation, NUI Telecom, Inc., Norcom Acquisition, LLC, Norcom  Inc. and Shareholders of Norcom, Inc. dated as of March 1, 2002                   | Filed herewith                                                                                                                                 |
| 3(i)                 | Certificate of Incorporation, amended and restated as  of December 1, 1995                                                                                                                                              | Incorporated by reference to Exhibit 3(i) of NUI's Form  10-K Report for Fiscal Year 1995                                                      |
| 3(ii)                | By-Laws, amended and restated as of March 2, 2001                                                                                                                                                                       | Incorporated by reference to Exhibit 3(ii) of NUI's  Form 10-K Report for Fiscal Year 2001                                                     |
| 4(i)                 | Rights Agreement between NUI Corporation and Mellon  Securities Trust Company dated November 28, 1995                                                                                                                   | Incorporated by reference to Exhibit 10.1 of NUI's Form  8-K dated December 1, 1995                                                            |
| 4(ii)                | First Amendment to Rights Agreement between NUI  Corporation and Mellon Securities Trust Company dated as of February 26, 2001                                                                                          | Incorporated by reference to Exhibit 4 to NUI's Form  8-K dated March 2, 2001                                                                  |
| 4(iii)               | Rights Agreement between NUI Corporation and American  Stock Transfer & Trust Company dated as of March 2, 2001                                                                                                     | Incorporated by reference to Exhibit 10(i) to NUI's  Form 8-A dated March 2, 2001 filed March 6, 2001.                                         |
| 10(i)                | Service Agreement by and between Transcontinental Gas  Pipe Line Corporation and Elizabethtown Gas Company ("EGC"), dated  February 1, 1992  (#0.3686)                                                   | Incorporated by reference to Exhibit 10(i) to  Registration Statement No.    33-50561                                           |
| 10(ii)               | Service Agreement under Rate Schedule GSS by and  between Transcontinental Gas Pipe Line Corporation and EGC, dated July 1,  1996                                                                                       | Incorporated by reference to Exhibit 10(ii) of NUI's  Form 10-K Report for Fiscal Year 1997                                                    |
| 10(iii)              | Service Agreement under Rate Schedule LG-A by and  between Transcontinental Gas Pipe Line Corporation and EGC, dated January 12,  1971, as amended 5/15/96                                                              | Incorporated by reference to Exhibit 10(iii) of NUI's  Form 10-K Report for Fiscal Year 1999                                                   |
| 10(iv)               | Service Agreement by and between Transcontinental Gas  Pipe Line Corporation and EGC, dated November 1, 1995 (Contract #1.1997)                                                                                    | Incorporated by reference to Exhibit 10(iv) of NUI's  Form 10-K Report for Fiscal Year 1996                                                    |
| 10(v)                | Service Agreement by and between Transcontinental Gas  Pipe Line Corporation and EGC, dated November 1, 1995 (Contract #1.1995)                                                                                    | Incorporated by reference to Exhibit 10(v) of NUI's  Form 10-K Report for Fiscal Year 1996                                                     |
| 10(vi)               | Firm Gas Transportation Agreement by and among  Transcontinental Gas Pipe Line Corporation, EGC and National Fuel Gas Supply  Corporation, dated November 1, 1984                                                  | Incorporated by reference to Exhibit 10(vi) to  Registration Statement No.  33-50561                                                      |
| 10(vii)              | Service Agreement by and among Transcontinental Gas  Pipe Line Corporation and EGC, dated November 1, 1995 (Contract #1.1998)                                                                                      | Incorporated by reference to Exhibit 10(vii) of NUI's  Form 10-K Report for Fiscal Year 1996                                                   |
| 10(viii)             | Service Agreement for Rate Schedule CDS by and between  Texas Eastern Transmission Corporation and EGC, dated December 1, 1993 (Contract  #800361)                                                                      | Incorporated by reference to Exhibit 10(viii) to NUI's  Form 10-K Report for Fiscal Year 1994                                                  |
| 10(ix)               | Service Agreement under Rate Schedule FTS-7 by and  between Texas Eastern Transmission Corporation and EGC, dated October 25,  1994 (Contract #331720)                                                                  | Incorporated by reference to Exhibit 10(ix) to NUI's  Form 10-K Report for Fiscal Year 1994                                                    |
| 10(x)                | Service Agreement for Rate Schedule FTS-5 by and  between Texas Eastern Transmission Corporation and EGC, dated March 18, 1996  (Contract #331501)                                                                      | Incorporated by reference to Exhibit 10(x) of NUI's  Form 10-K Report for Fiscal Year 1997                                                     |
| 10(xi)               | Service Agreement under Rate Schedule FTS-8 by and  between Texas Eastern Transmission Corporation and EGC, dated June 28, 1994  (Contract #331013)                                                                     | Incorporated by reference to Exhibit 10(xi) to NUI's  Form 10-K Report for Fiscal Year 1994                                                    |
| 10(xii)              | Firm Transportation Service Agreement under FTS-2 Rate  Schedule by and between City Gas Company of Florida and Florida Gas  Transmission Company, dated August 12, 1993                                                | Incorporated by reference to Exhibit 10(xii) of NUI's  Form 10-K Report for Fiscal Year 1997                                                   |
| 10(xiii)             | Service Agreement for Rate Schedule FTS-2 by and  between Texas Eastern Transmission Corporation and EGC, dated June 1, 1993  (Contract #330788)                                                                        | Incorporated by reference to Exhibit 10(xiii) to  Registration Statement No. 33-50561                                                     |
| 10(xiv)              | Service Agreement under NTS Rate Schedule by and  between Columbia Gas Transmission Corporation and EGC, dated November 1, 1993  (Contract #39275)                                                                      | Incorporated by reference to Exhibit 10(xiv) to NUI's  Form 10-K Report for Fiscal Year 1993                                                   |
| 10(xv)               | Service Agreement under SST Rate Schedule by and  between Columbia Gas Transmission Corporation and EGC, dated November 1, 1993  (Contract #38045)                                                                      | Incorporated by reference to Exhibit 10(xv) to NUI's  Form 10-K Report for Fiscal Year 1993                                                    |
| 10(xvi)              | Service Agreement under FTS Rate Schedule by and  between Columbia Gas Transmission Corporation and EGC, dated November 1, 1993  (Contract #37882)                                                                      | Incorporated by reference to Exhibit 10(xvi) to NUI's  Form 10-K Report for Fiscal Year 1993                                                   |
| 10(xvii)             | Gas Transportation Agreement under FT-G Rate Schedule  by and between Tennessee Gas Pipeline Company and EGC (Contract #597), dated  September 1, 1993                                                             | Incorporated by reference to Exhibit 10(xvii) to NUI's  Form 10-K Report for Fiscal Year 1993                                                  |
| 10(xviii)            | Gas Transportation Agreement under FT-G Rate Schedule  by and between Tennessee Gas Pipeline Company and EGC (Contract #603), dated  September 1, 1993                                                             | Incorporated by reference to Exhibit 10(xviii) to NUI's  Form 10-K Report for Fiscal Year 1993                                                 |
| 10(xix)              | Service Agreement by and between Transcontinental Gas  Pipe Line Company and EGC, dated November 1, 1995 (Contract #3832)                                                                                               | Incorporated by reference to Exhibit 10(xix) of NUI's  Form 10-K Report for Fiscal Year 1996                                                   |
| 10(xx)               | Firm Transportation Service Agreement under FTS-1 Rate  Schedule by and between City Gas and Florida Gas Transmission dated October  1, 1993 (Contract # 5034) as amended July 27, 2000                                 | Incorporated by reference to Exhibit 10(xx) of NUI's  Form 10-K Report for Fiscal Year 2000                                                    |
| 10(xxi)              | Amended and Restated Lease Agreement between NUI  Corporation and Liberty Hall Joint Venture, dated   April 28, 2000                                                                                          | Incorporated by reference to Exhibit 10(xxi) of NUI's  Form 10-K Report for Fiscal Year 2000                                                   |
| 10(xxii)             | 1988 Stock Plan                                                                                                                                                                                                         | Incorporated by reference to Exhibit 10(viii) to  Registration Statement on Form S-4 No. 33-21525 dated April 28, 1988                    |
| 10(xxiii)            | First Amendment to 1988 Stock Plan                                                                                                                                                                                      | Incorporated by reference to Exhibit 10(xxxiii) to  Registration Statement on Form S-2 No. 33-46162 dated   March 11, 1992 |
| 10(xxiv)             | Form of Termination of Employment and Change in Control  Agreements                                                                                                                                                     | Incorporated by reference to Exhibit 10(xxiii) of NUI's  Form 10-K Report for Fiscal Year 1995                                                 |
| 10(xxv)              | Firm Transportation Service Agreement under FTS-2 Rate  Schedule by and between City Gas and Florida Gas Transmission, dated December  12, 1991 and Amendment dated November 12, 1993 (Contract #3608)                  | Incorporated by reference to Exhibit 10(xxiv) of NUI's  Form 10-K Report for Fiscal Year 1994                                                  |
| 10(xxvi)             | Service Agreement under Rate Schedule LG-A by and  between Transcontinental Gas Pipeline and North Carolina Gas Service Division  of Pennsylvania & Southern Gas Company, dated August 5, 1974                      | Incorporated by reference to Exhibit 10(xxv) of NUI's  Form 10-K Report for Fiscal Year 1994                                                   |
| 10(xxvii)            | Service Agreement under Rate Schedule GSS by and  between Transcontinental Gas Pipeline and North Carolina Gas Service, dated  July 1, 1996                                                                             | Incorporated by reference to Exhibit 10(xxvi) of NUI's  Form 10-K Report for Fiscal Year 1997                                                  |
| 10(xxviii)           | 1996 Employee Stock Purchase Plan, as amended                                                                                                                                                                           | Incorporated by reference to  Exhibit 4 of Registration Statement on Form S-8 No. 333-49349  dated April 13, 1998                         |
| 10(xxix)             | Service Agreement under Rate Schedule FT by and between  Transcontinental Gas Pipeline and North Carolina Gas Service Division of  Pennsylvania & Southern Gas Company, dated February 1, 1992 (Contract #  0.3922) | Incorporated by reference to Exhibit 10(xxviii) of  NUI's Form 10-K Report for Fiscal Year 1994                                                |
| 10(xxx)              | 1996 Directors Stock Purchase Plan                                                                                                                                                                                      | Incorporated by reference to Exhibit 10(xxix) of NUI's  Form 10-K Report for Fiscal Year 1996                                                  |
| 10(xxxi)             | Gas Storage Contract under Rate Schedule FS by and  between Tennessee Gas Pipeline Company and Pennsylvania & Southern Gas  Company, dated September 1, 1993 (Contract #2277)                                       | Incorporated by reference to Exhibit 10(xxx) of NUI's  Form 10-K Report for Fiscal Year 1994                                                   |
| 10(xxxii)            | Gas Transportation Agreement under Rate Schedule FT-A  by and between Tennessee Gas Pipeline Co. and Pennsylvania & Southern Gas  Company, dated September 1, 1993 (Contract #935)                                  | Incorporated by reference to Exhibit 10(xxxi) of NUI's  Form 10-K Report for Fiscal Year 1994                                                  |
| 10(xxxiii)           | Gas Transportation Agreement under Rate Schedule FT-A  by and between Tennessee Gas Pipeline Co. and Pennsylvania & Southern Gas  Company, dated September 1, 1993 (Contract #936)                                  | Incorporated by reference to Exhibit 10(xxxii) of NUI's  Form 10-K Report for Fiscal Year 1994                                                 |
| 10(xxxiv)            | Gas Transportation Agreement under Rate Schedule FT-A  by and between Tennessee Gas Pipeline Co. and Pennsylvania & Southern Gas  Company, dated September 1, 1993 (Contract #959)                                  | Incorporated by reference to Exhibit 10(xxxiii) of  NUI's Form 10-K Report for Fiscal Year 1994                                                |
| 10(xxxv)             | Gas Transportation Agreement under Rate Schedule FT-A  by and between Tennessee Gas Pipeline Co. and Pennsylvania & Southern Gas  Company, dated September 1, 1993 (Contract #2157)                                 | Incorporated by reference to Exhibit 10(xxxiv) of NUI's  Form 10-K Report for Fiscal Year 1994                                                 |
| 10(xxxvi)            | Service Agreement for Rate Schedule CDS by and between  Texas Eastern Transmission Corporation and EGC, dated June 1, 1993 (Contract  #800217)                                                                          | Incorporated by reference to Exhibit 10(xxxvi) of NUI's  Form 10-K Report for Fiscal Year 2000                                                 |
| 10(xxxvii)           | Service Agreement for Rate Schedule FT by andbetween Transcontinental Gas Pipe Line Corporation and  EGC (Contract #1.0431) dated April 1, 1995                                                                         | Incorporated by reference to Exhibit 10(xxxvi) of NUI's  Form 10-K Report for Fiscal Year 1995                                                 |
| 10(xxxviii)          | Service Agreement for Rate Schedule FT by andbetween Transcontinental Gas Pipe Line Corporation and  EGC (Contract #1.0445) dated April 1, 1995                                                                         | Incorporated by reference to Exhibit 10(xxxvii) of  NUI's Form 10-K Report for Fiscal Year 1995                                                |
| 10(xxxix)            | Service Agreement for Rate Schedule SS-1 by and between  Texas Eastern Transmission Corporation and EGC (Contract (#400196) dated  September 23, 1994                                                                   | Incorporated by reference to Exhibit 10(xxxviii) of  NUI's Form 10-K Report for Fiscal Year 1995                                               |
| 10(xl)               | Gas Storage Agreement under Rate Schedule FS by and  between Tennessee Gas Pipeline Company and EGC (Contract #8703) dated  November 1, 1994                                                                            | Incorporated by reference to Exhibit 10(xxxix) of NUI's  Form 10-K Report for Fiscal Year 1995                                                 |
| 10(xli)              | Consulting Agreement, dated as of March 24, 1995,  between NUI Corporation and John Kean                                                                                                                                | Incorporated by reference to Exhibit 10(xl) of NUI's  Form 10-K Report for Fiscal Year 1995                                                    |
| 10(xlii)             | Form of Deferred Compensation Agreement                                                                                                                                                                                 | Incorporated by reference to Exhibit 10(xli) of NUI's  Form 10-K Report for Fiscal Year 1999                                                   |
| 10(xliii)            | 1996 Stock Option and Stock Award Plan, as amended and  restated as of November 26, 2001                                                                                                                                | Incorporated by reference to Exhibit 10(xliii) of NUI's  Form 10-K Report for Fiscal Year 2001                                                 |
| 10(xliv)             | Service Agreement under Rate Schedule FT by and between  Elkton Gas and Eastern Shore Natural Gas Company, dated as of November 1,  1997 (Contract #010003)                                                             | Incorporated by reference to Exhibit 10(xliii) of NUI's  Form 10-K Report for Fiscal Year 1997                                                 |
| 10(xlv)              | Service Agreement under Rate Schedule FT by and between  Elkton Gas and Eastern Shore Natural Gas Company, dated as of November 1,  1997 (Contract #010011)                                                             | Incorporated by reference to Exhibit 10(xliv) of NUI's  Form 10-K Report for Fiscal Year 1997                                                  |
| 10(xlvi)             | Service Agreement under Rate Schedule FT by and between  Elkton Gas and Eastern Shore Natural Gas Company, dated as of November 1,  1997 (Contract #010012)                                                             | Incorporated by reference to Exhibit 10(xlv) of NUI's  Form 10-K Report for Fiscal Year 1997                                                   |
| 10(xlvii)            | Service Agreement under Rate Schedule FT by and between  Elkton Gas and Eastern Shore Natural Gas Company, dated as of November 1,  1997 (Contract #010013)                                                             | Incorporated by reference to Exhibit 10(xlvi) of NUI's  Form 10-K Report for Fiscal Year 1997                                                  |
| 10(xlviii)           | Service Agreement under Rate Schedule ST by and between  Elkton Gas and Eastern Shore Natural Gas Company, dated as of November 1,  1997 (Contract #020003)                                                             | Incorporated by reference to Exhibit 10(xlvii) of NUI's  Form 10-K Report for Fiscal Year 1997                                                 |
| 10(xlvix)            | Service Agreement under Rate Schedule ST by and between  Elkton Gas and Eastern Shore Natural Gas Company, dated as of November 1,  1997 (Contract #020005)                                                             | Incorporated by reference to Exhibit 10(xlviii) of  NUI's Form 10-K Report for Fiscal Year 1997                                                |
| 10(l)                | Service Agreement under Rate Schedule FT by and between  Elkton Gas and Eastern Shore Natural Gas Company, dated as of November 1,  1998 (Contract #010032)                                                             | Incorporated by reference to Exhibit 10(xlix) of NUI's  Form 10-K Report for Fiscal Year 1997                                                  |
| 10(li)               | Agreement between T.I.C. Enterprises, L.L.C and United  States Postal Service                                                                                                                                           | Incorporated by reference to Exhibit 10.1 of NUI's Form  8-K filed 12/15/99.                                                                   |
| 10(lii)              | Service Agreement under Rate Schedule LNG by and  between Transcontinental Gas Pipe Line Corporation and NUI Corporation dated  as of October 25, 1999 (Contract #3.2339)                                               | Incorporated by reference to Exhibit 10(lii) of NUI's  Form 10-K Report for Fiscal Year 2000                                                   |
| 10(liii)             | Gas Transportation Agreement under Rate Schedule  FT-A by and between Tennessee Gas Pipeline  Company and NUI Corporation dated as of October 17, 1999 (Contract #31117)                                           | Incorporated by reference to Exhibit 10(liii) of NUI's  Form 10-K Report for Fiscal Year 2000                                                  |
| 10(liv)              | Asset Sale Agreement between NUI Corporation and  C&T Enterprises, Inc. dated as of October 4, 2000                                                                                                                 | Incorporated by reference to Exhibit 10(liv) of NUI's  Form 10-K Report for Fiscal Year 2000                                                   |
| 10(lv)               | Service Agreement under Rate Schedule FT by and between  NUI Corporation and Eastern Shore Natural Gas Company, dated as of May 1,  2001 (Contract #010041)                                                             | Incorporated by reference to Exhibit 10(lv) of NUI's  Form 10-K Report for Fiscal Year 2001                                                    |
| 10(lvi)              | Credit  Agreement by and among NUI Corporation and the financial institutions named  therein, dated as of December 19, 2001.                                                                                            | Incorporated by reference to Exhibit 99 of NUI's Form  8-K filed 1/31/02                                                                       |
| 10(lvii)             | Service Agreement for Rate Schedule FT-1 by and between  Texas Eastern Transmission LP and NUI Utilities, Inc.  (Contract (#910333) dated       March 27, 2002                            | Filed herewith                                                                                                                                 |
| 10(lviii)            | First Amendment to Credit Agreement by  and among NUI Corporation and the financial institutions named therein, dated  as of February 26, 2002.                                                                         | Filed herewith                                                                                                                                 |
| 10(lix)              | Second Amendment to Credit Agreement by  and among NUI Corporation and the financial institutions named therein, dated  as of  August 9, 2002                                                                      | Filed herewith                                                                                                                                 |
| 10(lx)               | Third Amendment to Credit Agreement by  and among NUI Corporation and the financial institutions named therein, dated  as of  October 25, 2002                                                                     | Filed herewith                                                                                                                                 |
| 10(lxi)              | Fourth  Amendment  to Credit Agreement by and among NUI Corporation and the  financial institutions named therein, dated as of November 13, 2002                                                                   | Filed herewith                                                                                                                                 |
| 12                   | Consolidated Ratio of Earnings to Fixed Charges                                                                                                                                                                         | Filed herewith                                                                                                                                 |
| 21                   | Subsidiaries of NUI Corporation                                                                                                                                                                                         | Filed herewith                                                                                                                                 |
| 23                   | Consent of Independent Public Accountants                                                                                                                                                                               | Filed herewith                                                                                                                                 |
| 99.1                 | Certification of the Chief Executive Officer pursuant  to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002.                                                                | Filed herewith                                                                                                                                 |
| 99.2                 | Certification of the Chief Financial Officer pursuant  to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002.                                                                | Filed herewith                                                                                                                                 |

Exhibits listed above which have heretofore been filedwith the Securities and Exchange Commission pursuant to the Securities Act of1933 or the Securities Exchange Act of 1934, and which were designated as notedabove and have not been amended, are hereby incorporated by reference and madea part hereof with the same effect as if filed herewith.

The company is a party to various agreements with respectto long-term indebtedness to which the total amount of indebtedness authorizedunder each agreement, respectively, does not exceed 10 percent of the totalassets of the company on a consolidated basis. The company hereby agrees tofurnish to the Securities and Exchange Commission copies of such agreementsupon request.

**(b)**           Reports on Form 8-K:

                None
| **Schedule II**                                                                                                                                                       |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **NUI Corporation and Subsidiaries  Valuation and Qualifying Accounts  For each of the Three Years in the  Period Ended September 30, 2002  (Dollars in  thousands)** |
|                                                                                                                                                                       |  |  |  |  |  |
|                                                                                                                                                                       |  | **               Additions            ** |  |  |
| **Description**                                                                                                                                                       | **Balance,  Beginningof Period** | **Charged to  Costs andExpenses** |  

**Other** |  

**Deductions** | **Balance,  End ofPeriod** |
|                                                                                                                                                                       |  |  |  |  |  |
|                                                                                                                                                                       |  |  |  |  |  |
| **2002**                                                                                                                                                              |  |  |  |  |  |
| Allowance for  doubtful accounts                                                                                                                                      |   $   3,875 | $  6,970 |      $  1,438a,c |   $   7,091b | $   5,192 |
| Environmental  remediation reserve                                                                                                                                    |   $ 32,559 | --- |          2,453 |        1,160 | $ 33,852 |
| Restructuring  reserve                                                                                                                                                |   $       --- | 1,203 |               --- |           919 | $      284 |
|                                                                                                                                                                       |  |  |  |  |  |
| **2001**                                                                                                                                                              |  |  |  |  |  |
| Allowance for  doubtful accounts                                                                                                                                      |   $   1,383 | $  5,734 |       $3,271a,c |   $   6,513b | $   3,875 |
| Environmental  remediation reserve                                                                                                                                    |   $ 33,361 | --- | --- |         802 | $ 32,559 |
|                                                                                                                                                                       |  |  |  |  |  |
| **2000**                                                                                                                                                              |  |  |  |  |  |
| Allowance for  doubtful accounts                                                                                                                                      |    $   1,586 | $  3,934 |       $   1,588a  |   $   5,725b |   $    1,383 |
| Environmental  remediation reserve                                                                                                                                    |   $ 33,981 | --- |                --- |          620 |   $ 33,361 |
|                                                                                                                                                                       |  |  |  |  |  |
|                                                                                                                                                                       |  |  |  |  |  |
| a Recoveries                                                                                                                                                          |  |  |  |  |  |
|                                                                                                                                                                       |  |  |  |  |  |
| b Uncollectible  amounts written off.                                                                                                                                 |  |  |  |  |  |
|                                                                                                                                                                       |  |  |  |  |  |
| c Acquisitions                                                                                                                                                        |
|                                                                                                                                                                       |  |  |  |  |  |
|                                                                                                                                                                       |  |  |  |  |  |  |  |
```
 ** **
```

**Note:** The schedule above excludes amounts included within Assets andLiabilities Held for Sale on the Consolidated Balance Sheets.**** 

**SIGNATURES**

Pursuantto the requirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the Registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized, in the township of Bedminster,State of New Jersey, in the day of February 13, 2003.

                                                                                                    NUICORPORATION

                                                                                      By:          /s/ James R.  Van Horn                                                                                                     ChiefAdministrative Officer,                                                                                                     GeneralCounsel and Secretary

** **

**CERTIFICATIONPURSUANT TO 18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TO SECTION 302 OF THESARBANES-OXLEY ACT OF 2002**

I, John Kean, Jr.,certify that:

1. I have reviewedthis amended annual report on Form 10-K/A of NUI Corporation;

2. Based on myknowledge, this annual report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this annual report; 

3. Based on myknowledge, the financial statements, and other financial information includedin this annual report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this annual report; 

4. The registrant'sother certifying officers and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-14 and 15d-14) for the registrant and have:

a) designed suchdisclosure controls and procedures to ensure that material information relatingto the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which thisannual report is being prepared;

b) evaluated theeffectiveness of the registrant's disclosure controls and procedures as of adate within 90 days prior to the filing date of this annual report (the"Evaluation Date"); and

c) presented in thisannual report our conclusions about the effectiveness of the disclosurecontrols and procedures based on our evaluation as of the Evaluation Date;

5. The registrant'sother certifying officers and I have disclosed, based on our most recentevaluation, to the registrant's auditors and the audit committee ofregistrant's board of directors (or persons performing the equivalentfunctions):

a) all significantdeficiencies in the design or operation of internal controls which couldadversely affect the registrant's ability to record, process, summarize andreport financial data and have identified for the registrant's auditors anymaterial weaknesses in internal controls; and

b) any fraud, whetheror not material, that involves management or other employees who have asignificant role in the registrant's internal controls; and

6. The registrant'sother certifying officers and I have indicated in this annual report whetherthere were significant changes in internal controls or in other factors thatcould significantly affect internal controls subsequent to the date of our mostrecent evaluation, including any corrective actions with regard to significantdeficiencies and material weaknesses.

Date: February 13, 2003

/s/ John Kean, Jr.President andChief Executive Officer 

**CERTIFICATIONPURSUANT TO 18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TO SECTION 302 OF THESARBANES-OXLEY ACT OF 2002**

 

I, A. Mark Abramovic,certify that:

1. I have reviewedthis amended annual report on Form 10-K/A of NUI Corporation;

2. Based on myknowledge, this annual report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this annual report; 

3. Based on myknowledge, the financial statements, and other financial information includedin this annual report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this annual report; 

4. The registrant'sother certifying officers and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-14 and 15d-14) for the registrant and have:

a) designed suchdisclosure controls and procedures to ensure that material information relatingto the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which thisannual report is being prepared;

b) evaluated theeffectiveness of the registrant's disclosure controls and procedures as of adate within 90 days prior to the filing date of this annual report (the"Evaluation Date"); and

c) presented in thisannual report our conclusions about the effectiveness of the disclosurecontrols and procedures based on our evaluation as of the Evaluation Date;

5. The registrant'sother certifying officers and I have disclosed, based on our most recentevaluation, to the registrant's auditors and the audit committee ofregistrant's board of directors (or persons performing the equivalentfunctions):

a) all significantdeficiencies in the design or operation of internal controls which couldadversely affect the registrant's ability to record, process, summarize andreport financial data and have identified for the registrant's auditors anymaterial weaknesses in internal controls; and

b) any fraud, whetheror not material, that involves management or other employees who have asignificant role in the registrant's internal controls; and

6. The registrant'sother certifying officers and I have indicated in this annual report whetherthere were significant changes in internal controls or in other factors thatcould significantly affect internal controls subsequent to the date of our mostrecent evaluation, including any corrective actions with regard to significantdeficiencies and material weaknesses.

Date: February 13,2003

/s/ A. Mark Abramovic Chief Operating Officer andChief Financial Officer