NEW JERSEY RESOURCES CORP — Director's Dealing 2010

Dec 29, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NEW JERSEY RESOURCES CORP (NJR)
CIK: 0000356309
Period of Report: 2010-12-28

Reporting Person: DOWNES LAURENCE M (Director, Chairman, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-28	Common Stock	A	16863	$43.81	Acquired	123726.143	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-28	Performance Shares	$	A	25942	Acquired	2013-09-30	Common Stock (25942)	Direct

Footnotes

F1: Represents shares of restricted stock granted pursuant to the New Jersey Resources Corporation (NJR) 2007 Stock Award and Incentive Plan. Shares will vest in three equal installments, which will be on October 15, 2011, October 15, 2012 and October 15, 2013, subject to the continued employment of the reporting person by NJR, except under certain conditions.

F2: Total includes dividends held in the NJR ESOP Plan that are accounted for on a unitized basis and reflects a calculated value, and reinvested dividends through the NJR Dividend Reinvestment Plan.

F3: Represents performance shares granted pursuant to the NJR 2007 Stock Award and Incentive Plan. Performance shares will become vested and non-forfeitable upon certification by the Leadership Development and Compensation Committee that the applicable performance goals for the 33 month period ending September 30, 2013, have been met.