Ex 10(lxv)

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**AMENDMENT NO. 2 TO CREDIT AGREEMENT (NUI CORPORATION)**

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AMENDMENT NO. 2 TO CreditAgreement (NUI CORPORATION), dated as of May 10, 2004 (this "Amendment"), among NUI CORPORATION, a New Jersey Corporation(the "Borrower"), the several banks and other financial institutionsfrom time to time party hereto and CREDIT SUISSE FIRST BOSTON, acting throughits Cayman Islands Branch, as administrative agent (in such capacity, the "Agent").

**PRELIMINARY STATEMENT**

** **Reference is made to (i) that certain Credit Agreement datedas of November 24, 2003 (as amended, supplemented or otherwise modified fromtime to time, the "Credit Agreement"), among the Borrower, the financialinstitutions from time to time party thereto and the Agent, (ii) that certainAgreement dated January 26, 2004 by which the Borrower and the Required Lenders(as defined in the Credit Agreement) agreed to certain extensions, waivers,consents and amendments under the Credit Agreement (the "Waiver andModification Agreement") including without limitation certain amendments toSections 2.2c and 5.16 of the Credit Agreement and (iii) that certain Agreementdated March 12, 2004 by which the Borrower and the Required Lenders agreed tocertain waivers, deferrals and consents (the "Limited Waiver and ForbearanceLetter").

The Borrower has requested that the Credit Agreement beamended as provided herein and the Required Lenders have agreed to therequested amendments on the terms and conditions set forth herein and havedirected the Agent to enter into this Amendment for and on their behalf.

In consideration of the mutual agreements herein containedand other good and valuable consideration, the sufficiency and receipt of whichare hereby acknowledged, the parties hereto hereby agree as follows:

**AGREEMENT**

SECTION 1.   Definitions;Rules of Construction.  Each termcapitalized herein and not otherwise defined herein shall have the meaningascribed to it in the Credit Agreement. Rules of construction or interpretation set forth in the CreditAgreement shall apply to the interpretation of this Amendment.

SECTION 2.   Amendments.  The Credit Agreement is hereby amended asfollows:

(a)        Section1.1 of the Credit Agreement is hereby amended by deleting the definition of"Consolidated EBITDA" appearing therein in its entirety and inserting thefollowing definition for such term in lieu thereof and inserting the followingdefinition of NJBPU Settlement Amount to appear in alphabetical order:

"Consolidated EBITDA" forany period means, with respect to the Borrower Consolidated Net Income beforeinterest and taxes, plus (to the extent deducted in determining suchConsolidated Net Income) (i) depreciation, amortization and other similarnon-cash expenses (excluding any such non-cash expense to the extent that it representsan accrual of or reserve for cash expenses in any future period or amortizationof a prepaid cash expense that was paid in a prior period), (ii) extraordinarylosses, losses in connection with asset sales (other than ordinary course salesincluding sales of inventory) or restructuring charges, (iii) non-recurringitems of loss and expense relating to the credit facilities provided hereby tothe extent not otherwise reflected in Consolidated Net Income, (iv)non-recurring items of loss and expense of up to $2,000,000 relating to theFocused Audit, and (v) $36,300,000 consisting of non-recurring expenses of theNJBPU Settlement Amount, severance expenses related to certain senior officersand expenses relating to the Stier investigation; minus (to the extentincluded in determining such Consolidated Net Income) extraordinary gains orgains in connection with asset sales (other than ordinary course salesincluding sales of inventory).

"NJBPUSettlement Amount" means an amount equal to $33,000,000 relating to thesettlement of the Focused Audit and other restructuring costs and expenses.

(b)        Section4.2(i) of the Credit Agreement is hereby amended by inserting at the end ofsuch clause the following proviso:

"; provided however, that solelywith respect to each of the Fiscal Quarters ended December 31, 2003 and March31, 2004, the Borrower shall be required to make the foregoing deliveries tothe Agent for each such Fiscal Quarters on or prior to the earlier of (y) the10th day after the Borrower files its Form 10-Q for such Fiscal Quarter withthe Securities and Exchange Commission and (z) June 15, 2004;"

(c)        Section4.2(ii) of the Credit Agreement is hereby amended by inserting at the end ofsuch clause the following proviso:

"; provided however, that solelywith respect to the Fiscal Year ended September 30, 2003, the Borrower shall berequired to make the foregoing deliveries to the Agent for such Fiscal Year onor prior to the earlier of (y) the 10th day after the Borrower files its Form10-K for such Fiscal Year with the Securities and Exchange Commission and (z)June 15, 2004;"

(d)        Section5.1(iii)(c) of the Credit Agreement is hereby amended by deleting the provisoat the end thereof in its entirety and replacing the same with the following inthe place thereof:

"provided, that (x) in thecase of the Restricted Payments under clause (iii)(c) above, prior to making aproposed Restricted Payment, the Borrower's ratio of Consolidated TotalIndebtedness to its Consolidated Total Capitalization does not exceed 0.60 to1.00 (both as of the last day of the immediately preceding Fiscal Quarter andpro forma after giving effect to such Restricted Payment), (y) in the case ofthe Restricted Payments under clauses (ii) and (iii) above, prior to or immediatelyafter giving effect to such proposed Restricted Payments, no Potential Defaultor Event of Default shall have existed or would exist and (z) in the case ofall Restricted Payments, no such payment shall violate any Governmental Rule."

(e)        Section5.3a of the Credit Agreement is hereby deleted in its entirety and replacedwith the following in the place thereof:

"At no time shall the Borrowerpermit its ratio of Consolidated Total Indebtedness to its Consolidated TotalCapitalization exceed 0.80 to 1.00."

(f)         Section5.3b of the Credit Agreement is hereby deleted in its entirety and replacedwith the following in the place thereof:

"At no time shall the Borrowerpermit its ratio, for any period of four consecutive Fiscal Quarters ending onor after December 31, 2003, of (i) Consolidated EBITDA to (ii) ConsolidatedInterest Expense for such period be less than the ratio set forth below acrossthe relevant period set forth below:

Period Ending                                                                           RatioDecember 31, 2003 and March 31, 2004                                                                       1.50to 1.0Thereafter                                                                                 1.25to 1.0;"

(g)        ArticleV of the Credit Agreement is hereby amended by inserting the at the end of suchArticle the following new Section:

"Section 5.20.  Within three Business Days after AmendmentNo. 2 to this Agreement, dated April 30, 2004, becomes effective, the Borrowershall make such amendment public by filing a copy thereof with the SecuritiesExchange Commission pursuant to a Form 8-K filing."

(h)        Section7.2 of the Credit Agreement is hereby amended by inserting at the end thereofthe following proviso:

"; provided however that, prior toJune 30, 2004, any such default arising solely as a result of the failure todeliver financial statements (or to file periodic reports with the Securitiesand Exchange Commission) or related information with respect to the Fiscal Yearended September 30, 2003 or the Fiscal Quarters ended December 31, 2003 orMarch 31, 2004 shall not constitute an Event of Default hereunder unless anduntil such default causes the acceleration of such Indebtedness or causes thetermination of any commitment to lend with respect thereto (notwithstandingthis proviso, any such default shall constitute an Event of Default forpurposes of Sections 2.2c, 5.1 and 6.1a)(it being understood that this provisoshall have no effect after June 30, 2004);" and

(i)         Section7.7(ii) of the Credit Agreement is hereby amended by replacing "$25,000,000"with "$35,000,000".

SECTION 3   Representationand Warranties.  The Borrowerrepresents and warrants as of the date hereof to each of the Agent and theLenders that after giving effect to this Amendment:

(a)        NoPotential Default or Event of Default has occurred and is now continuing;

(b)        TheBorrower has the corporate power and authority to execute, deliver and performthis Amendment and has taken all corporate actions necessary to authorize theexecution, delivery and performance of this Amendment;

(c)        ThisAmendment has been duly executed and delivered on behalf of the Borrower by aduly authorized officer or attorney-in-fact of the Borrower;

(d)        The execution, delivery and performanceof this Amendment will not violate anyRequirement of Law or any material contractual obligation binding on theBorrower; and

(e)        Noconsent or authorization of, filing with, notice to or other act by or inrespect of, any Governmental Authority or any other Person is required inconnection with the execution, delivery or performance by the Borrower of thisAmendment.

The Borrower acknowledges and agrees that therepresentations and warranties set forth above shall survive the execution anddelivery hereof and shall be deemed made in the Credit Agreement for purposesof Section 7.6 of the Credit Agreement.

SECTION 4.  Effectiveness.  This Amendment shall become effective as ofthe date the Agent receives (i) the consents of Lenders constituting theRequired Lenders as contemplated by the Memorandum to Lenders dated April 27,2004, (ii) counterparts of this Amendment that, when taken together, bear thesignatures of the Borrower and of the Agent, (iii) on behalf of each Lenderconsenting to this Amendment by the time provided in the Memorandum to Lendersdated April 27, 2004, payment of an amendment fee equal to 0.625% of theaggregate principal amount of such Lender's Term Loans then outstanding and(iv) payment of all of the Agent's reasonable out-of-pocket costs and expensesincurred in connection with this Amendment (including, without limitation,reasonable fees and expenses of its counsel) for which invoices have beensubmitted to the Borrower.

SECTION 5.  Miscellaneous.  (a) Except as expressly set forth herein,this Amendment shall not, by implication or otherwise, limit, impair,constitute a waiver of, or otherwise affect the rights and remedies of theLenders or the Agent, under the Credit Agreement or any other Loan Document,and shall not alter, modify, amend or in any way affect any of the terms,conditions, obligations, covenants or agreements contained in the CreditAgreement or any other Loan Document, all of which are ratified and affirmed inall respects and shall continue in full force and effect.  Nothing herein shall be deemed to entitlethe Borrower to a consent to, or a waiver, amendment, modification or otherchange of, any of the terms, conditions, obligations, covenants or agreementscontained in the Credit Agreement in similar or different circumstances.  This Amendment shall apply and be effectiveonly with respect to the provisions of the Credit Agreement specifically referredto herein.  Upon this Amendment becomingeffective as provided herein, the term "Loan Document" as defined in the CreditAgreement shall include, without limitation, this Amendment.

(b)        Asused in the Credit Agreement, the terms "Agreement," "herein," "hereinafter,""hereunder," "hereto," and words of similar import shall mean, from and afterthe date hereof, the Credit Agreement as amended by this Amendment.

(c)        Sectionheadings used herein are for convenience of reference only and are not toaffect the construction of, or to be taken into consideration in interpreting,this Amendment.

(d)        THISAMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THESTATE OF NEW YORK.  The parties heretoeach hereby consents to the non-exclusive jurisdiction of the state and federalcourts of the State of New York and irrevocably waives all right to trial byjury in any action, proceeding or counterclaim arising out of or relating tothis Amendment.

(e)        ThisAmendment may be executed in any number of counterparts, each of which shall bean original but all of which, when taken together, shall constitute but oneinstrument.  Delivery of an executedcounterpart of this Amendment by fax will be deemed as effective as delivery ofan originally executed counterpart. 

**IN WITNESS WHEREOF**,the parties hereto have caused this Amendment to be duly executed and deliveredby their proper and duly authorized officers as of the date first writtenabove.

**NUICORPORATION**

By:         /S/  Daniel ScoulerName:          Daniel ScoulerTitle:            Interim Chief Financial Officer

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**CREDIT SUISSE FIRSTBOSTON,**acting through itsCayman Islands Branch,as the Agent andon behalf of theRequired Lenders

By:       /S/  Dana KleinName:        Dana KleinTitle:           ManagingDirector

By:      /S/  S. William FoxName:       S. William FoxTitle:          Director