<html>

<head>

<title>As filed with the Securities and Exchange Commission on ________, 2003</title>

</head>

<body>

<div>

<p align=center><b>As filed with the Securities and Exchange Commission on June 3,
2003</b></p>

<p align=right><b>Registration No. 333-_____</b></p>

<p align="center"><b>SECURITIES AND EXCHANGE COMMISSION</b></p>

<p align="center"><b>Washington, D.C. 20549</b></p>

<p align="center"><b>_____________________</b></p>

<p align="center"><b>FORM S-8</b></p>

<p align="center"><b>REGISTRATION STATEMENT</b></p>

<p align="center"><b>UNDER</b></p>

<p align="center"><b>THE SECURITIES
ACT OF 1933</b></p>

<p align="center"><b>_______________________</b></p>

<p align="center"><b>NUI
CORPORATION<br>
</b><i>(Exact name of registrant as specified in its charter)</i></p>

<p><i>&nbsp;</i></p>

<table border=0 cellspacing=0 cellpadding=0 width=486>
 <tr>
  <td width=243 valign=top>
  <p align=center><b>NEW JERSEY</b></p>
  </td>
  <td width=243 valign=top>
  <p align=center><b>22-3708029</b></p>
  </td>
 </tr>
 <tr>
  <td width=243 valign=top>
  <p align=center><i>(State or other jurisdiction of incorporation or organization)</i></p>
  </td>
  <td width=243 valign=top>
  <p align=center><i>(I.R.S. Employer Identification No.)</i></p>
  </td>
 </tr>
</table>



<p align="center">550 Route 202-206<br>
P.O. Box 760<br>
Bedminster, New Jersey
07921-0760<br>
(908) 781-0500<br>
<i>(Address, including zip code, and telephone number, including area
code,<br>
of registrant's principal executive offices)</i></p>

<p><b>&nbsp;</b></p>

<p align="center"><b>NUI CORPORATION<br>
EMPLOYEE STOCK PURCHASE PLAN<br>
</b><i>(Full title of the plan)</i></p>

<p align="center"><b>&nbsp;</b></p>

<p align="center"><b>JAMES R. VAN HORN, ESQ.<br>
</b>General Counsel &amp;
Secretary<br>
NUI Corporation<br>
550 Route 202-206<br>
P.O. Box 760<br>
Bedminster, New Jersey
07921-0760<br>
(908) 781-0500<br>
<i>(Name, address, including zip code, and telephone number,<br>
including area code, of agent for service of process)</i></p>

<p align="center"><b>_____________________</b></p>

<p align=center><b>Copies
to:</b></p>

<p align=center><b>GARY E. THOMPSON, ESQ.<br>
</b>Hunton
&amp; Williams LLP<br>
Riverfront
Plaza, East Tower<br>
951
East Byrd Street<br>
Richmond,
Virginia 23219<br>
(804) 788-8200</p>



<p align=center><b>CALCULATION OF REGISTRATION
FEE</b></p>

<p align=center><b>&nbsp;</b></p>

<div align=center>

<table border=0 cellspacing=0 cellpadding=0>
 <tr>
  <td width=144 valign=top>
  <p align=center>&nbsp;</p>
  <p align=center>Title of Each Class of
  Securities to be Registered</p>
  </td>
  <td width=115 valign=top>
  <p align=center>&nbsp;</p>
  <p align=center><br>
  Amount to be<br>
  Registered(1)</p>
  </td>
  <td width=115 valign=top>
  <p align=center><br>
  Proposed Maximum<br>
  Offering Price<br>
  Per
  Share(2)</p>
  </td>
  <td width=115 valign=top>
  <p align=center><br>
  Proposed Maximum<br>
  Aggregate<br>
  Offering
  Price(2)</p>
  </td>
  <td width=115 valign=top>
  <p align=center>&nbsp;</p>
  <p align=center>Amount of<br>
  Registration
  Fee(2)</p>
  </td>
 </tr>
 <tr>
  <td width=144 valign=top>

  <p><br>
  Common Stock, no par value </p>

  </td>
  <td width=115 valign=top>

  <p align=center><br>
  200,000
  shares</p>
  </td>
  <td width=115 valign=top>

  <p align=center><br>
  $15.43</p>
  </td>
  <td width=115 valign=top>
  <p align=center><br>
  $3,086,000</p>
  </td>
  <td width=115 valign=top>

  <p align=center><br>
  $283.91</p>
  </td>
 </tr>
</table>

</div>

<p align=center><b>&nbsp;</b></p>

<p>(1)&nbsp; This
registration statement also relates to rights to purchase shares of the
registrant's junior preferred stock, no par value per share, which are attached
to all shares of Common Stock.&nbsp; Until
the occurrence of certain prescribed events, the rights are not exercisable, are
represented by certificates representing Common Stock and are transferred with
the Common Stock.&nbsp; The value
attributable to the rights, if any, is reflected in the value of the Common
Stock and no separate consideration will be received for the rights.</p>

<p>(2)&nbsp; Calculated solely for the purposes of this
offering under Rule&nbsp;457(c) of the Securities Act of 1933, as amended,
based on the average of the high and low sales prices of the Common Stock as
reported on the New York Stock Exchange on May 26, 2003. </p>

</div><br clear=all>


<div>

<p align=center><b>EXPLANATORY NOTE</b></p>

<p align=center><b>&nbsp;</b></p>

<p>This Registration Statement relates to an amendment to the
NUI Corporation 1996 Employee Stock Purchase Plan to increase the number of
shares of Common Stock to be issued thereunder from 240,000 shares to 440,000
shares.&nbsp; The contents of the
Registrant's Registration Statements on Form S-8, Registration No. 333-02421,
filed with the Securities and Exchange Commission (the &quot;SEC&quot;) effective April
11, 1996, and Registration No. 333-49349, filed with the SEC effective April 3,
1998 (collectively, the &quot;Prior Registration Statements&quot;) are hereby
incorporated by reference.&nbsp; The Items
below contain information required in this Registration Statement that was not
included in the Prior Registration Statements.</p>

<p align=center><b>Part I</b></p>

<p align=center><b>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</b></p>

<p><b>Item 1.&nbsp;&nbsp;&nbsp;Plan Information.</b></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Not required to be filed
with the SEC.</p>

<p><b>Item 2.&nbsp;&nbsp;&nbsp;Registrant
Information and Employee Plan Annual Information.</b></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Not required to be filed
with the SEC.</p>

<p align=center><b>PART II</b></p>

<p align=center><b>INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT</b></p>



<p><b>Item 3.&nbsp;&nbsp;&nbsp;Incorporation
of Documents by Reference.</b></p>



<p>There are hereby incorporated by reference the following
documents:</p>

<p>(a)&nbsp;&nbsp;&nbsp; The Registrant's Annual
Report on Form 10-K for its fiscal year ended September 30, 2002 (as amended by
Form 10-K/A, filed on February 14, 2003);</p>

<p>(b)&nbsp;&nbsp;&nbsp; The Registrant's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2003;</p>

<p>(c)&nbsp;&nbsp;&nbsp; The Registrant's Definitive
Proxy Statement for its Annual Meeting of Shareholders held on March 11, 2003;
and</p>

<p>(d)&nbsp;&nbsp;&nbsp; The Registrant's Current
Reports on Form 8-K filed on October 18, 2002, October 29, 2002, March 14, 2003
and April 3, 2003.</p>

<p>All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.&nbsp; Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.&nbsp;
Any such statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration Statement.</p>

<p><b>Item 4.&nbsp;&nbsp;&nbsp;&nbsp;Description
of Securities.</b></p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Not
applicable</p>



<p><b>Item 5.&nbsp;&nbsp;&nbsp;&nbsp;Interests
of Named Experts and Counsel.</b></p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Not
applicable</p>



<p><b>Item 6.&nbsp;&nbsp;&nbsp;&nbsp;Indemnification of
Directors and Officers.</b></p>



<p>Pursuant to the New Jersey
Business Corporation Act, Section 14A:3-5, a New Jersey corporation may
indemnify its directors, officers, employees or agents in their capacities as
such, or when serving as such for any other enterprise at the request of the
corporation (each such person, a &quot;Corporate Agent&quot;), against expenses and liabilities
in connection with any proceedings.&nbsp;
Good faith and a reasonable belief that the conduct was in or not
opposed to the best interests of the corporation and, with respect to a
criminal proceeding, no reasonable cause to believe that the conduct was unlawful,
must be found by a majority vote of a quorum of disinterested directors, by
independent legal counsel in a written opinion or by the shareholders.&nbsp; In proceedings by or in the right of the
corporation, a Corporate Agent, when the above standards of conduct are found
as set forth in the previous sentence, may be indemnified for expenses.&nbsp; However, if a court judges a Corporate Agent
liable to the corporation, no indemnification shall be provided except as such
court deems proper.&nbsp; A Corporate Agent must
be indemnified against expenses by the corporation to the extent such Corporate
Agent has been successful on the merits or otherwise in a proceeding arising
out of such Corporate Agent's duties.&nbsp; A
corporation may pay the expenses incurred by a Corporate Agent in advance of
final disposition of the proceeding if such payments are authorized by the
board of directors of the corporation upon the receipt of an undertaking by or
on behalf of such Corporate Agent to repay such amount if it shall be ultimately
determined that such Corporate Agent is not entitled to indemnification under
Section 14A:3-5 of the New Jersey Business Corporation Act. </p>

<p>Our Certificate of Incorporation limits the liability of
our directors to the fullest extent permitted by New Jersey law.&nbsp; We have insurance policies covering certain
of our liabilities and expenses that might arise in connection with our lawful
indemnification of our directors and officers for certain of their liabilities
and expenses.&nbsp; In addition, we carry
liability insurance on behalf of our directors and officers against expenses
incurred in proceedings and for liabilities asserted against them by reason of
their being or having been a director or officer.</p>

<p><b>Item 7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exemption
From Registration Claimed.</b></p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Not applicable</p><br clear=all>


<b>Item 8.&nbsp;&nbsp;&nbsp; Exhibits.<br>
</b>



<table border=0 cellspacing=0 cellpadding=0>
 <tr>
  <td width=228 valign=top>
  <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp; 4.1</p>
  </td>
  <td width=392 valign=top>
  <p>NUI Employee Stock Purchase
  Plan, as amended (incorporated by reference to the Corporation's registration
  statement on Form S-8 (Registration No. 333-042421) effective April 11, 1996)</p>
  </td>
 </tr>
 <tr>
  <td width=228 valign=top>
  <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp; 5.1</p>
  </td>
  <td width=392 valign=top>
  <p>Opinion of James R. Van Horn</p>
  </td>
 </tr>
 <tr>
  <td width=228 valign=top>
  <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 23.1</p>
  </td>
  <td width=392 valign=top>
  <p>Consent of James R. Van Horn</p>
  </td>
 </tr>
 <tr>
  <td width=228 valign=top>
  <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 23.2</p>
  </td>
  <td width=392 valign=top>
  <p>Consent of
  PricewaterhouseCoopers LLP</p>
  </td>
 </tr>
 <tr>
  <td width=228 valign=top>
  <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 24.1</p>
  </td>
  <td width=392 valign=top>
  <p>Power of Attorney</p>
  </td>
 </tr>
</table>





<p><b>Item 9.&nbsp;&nbsp;&nbsp;&nbsp;Undertakings.</b></p>



<p align=left>(a)&nbsp;
The undersigned registrant hereby undertakes:</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;&nbsp;&nbsp;&nbsp; To
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (i)&nbsp;&nbsp;&nbsp; To include any
prospectus required by Section 10(a)(3) of the Securities Act;</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (ii)&nbsp;&nbsp;&nbsp; To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement.&nbsp; Notwithstanding the
foregoing, any increase or decrease in the volume of securities offered (if the
dollar value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate offering
price set forth in the &quot;Calculation of Registration Fee&quot; table in the effective
Registration Statement;</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp; To include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change in such information in the
Registration Statement;</p>



<p><u>provided</u>, <u>however</u>, that paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply if the Registration Statement is on Form S-3, Form
S-8 or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the
&quot;Exchange Act&quot;) that are incorporated by reference in the Registration
Statement.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;2.&nbsp;&nbsp;&nbsp;&nbsp;That, for the purpose of determining
any liability under the Securities Act, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial <u>bona</u> <u>fide</u> offering thereof.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.</p>



<p align=left>(b)&nbsp; The undersigned
registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial <u>bona</u> <u>fide</u> offering
thereof.</p>

<p>(c)&nbsp; Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore,unenforceable.&nbsp; In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.</p>
<p align="center"><br clear=all>


<b>SIGNATURES</b>

<p>Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Township of Bedminster, State of New Jersey,
on this 30 day of May, 2003.</p>

<p><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
NUI CORPORATION</b></p>

<p align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
By: /S/ JOHN KEAN, JR.<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
President, Chief Executive Officer and Director</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Pursuant to
the requirements of the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities indicated on this 30th
day of May, 2003.&nbsp; Each person whose
signature appears below hereby authorizes John Kean, Jr. and James R. Van Horn
to execute in the name of each such person, and to file, any amendment,
including any post-effective amendment, to the Registration Statement making
such changes in the Registration Statement as the registrant deems appropriate,
and appoints such agent for service as attorney-in-fact to sign on his behalf
individually and in each capacity stated below and file all amendments and
post-effective amendments to the Registration Statement.</p>



<p><u>&nbsp;</u></p>

<table border=0 cellspacing=0 cellpadding=0 width=631>
 <tr>
  <td width=235 valign=top>
  <p>/S/
  JOHN KEAN<br>
  </p>


  </td>
  <td width=240 valign=top>
  <p>Chairman and Director </p>
  </td>
  <td width=156 valign=top>
  <p>May
  30, 2003</p>
  </td>
 </tr>
 <tr>
  <td width=235 valign=top>
  <p>/S/
  JOHN KEAN, JR. </p>
  </td>
  <td width=240 valign=top>
  <p>President,
  Chief Executive Officer and Director (Principal executive officer)<br>
  </p>

  </td>
  <td width=156 valign=top>
  <p>May
  30, 2003</p>
  </td>
 </tr>
 <tr>
  <td width=235 valign=top>
  <p>/S/
  A. MARK ABRAMOVIC</p>
  </td>
  <td width=240 valign=top>
  <p>Senior
  Vice President, Chief Operating Officer and Chief Financial Officer
  (Principal financial and accounting officer)<br>
 </p>

  </td>
  <td width=156 valign=top>
  <p>May
  30, 2003</p>
  </td>
 </tr>
 <tr>
  <td width=235 valign=top>
  <p>/S/
  DR. VERA KING FARRIS </p>

  </td>
  <td width=240 valign=top>
  <p>Director<br>
  </p>


  </td>
  <td width=156 valign=top>
  <p>May
  30, 2003</p>
  </td>
 </tr>
 <tr>
  <td width=235 valign=top>
  <p>/S/
  JAMES J. FORESE</p>

  </td>
  <td width=240 valign=top>
  <p>Director<br>
  </p>
  </td>
  <td width=156 valign=top>
  <p>May
  30, 2003</p>
  </td>
 </tr>
</table>




<table border=0 cellspacing=0 cellpadding=0 width=631>
 <tr>
  <td width=235 valign=top>
  <p>/S/
  J. RUSSELL HAWKINS</p>

  </td>
  <td width=240 valign=top>
  <p>Director<br>
  </p>


  </td>
  <td width=156 valign=top>
  <p>May
  30, 2003</p>
  </td>
 </tr>
 <tr>
  <td width=235 valign=top>
  <p>/S/
  BERNARD S. LEE</p>

  </td>
  <td width=240 valign=top>
  <p>Director<br>
  </p>


  </td>
  <td width=156 valign=top>
  <p>May
  30, 2003</p>
  </td>
 </tr>
 <tr>
  <td width=235 valign=top>
  <p>/S/
  R.V. WHISNAND </p>

  </td>
  <td width=240 valign=top>
  <p>Director</p>
  </td>
  <td width=156 valign=top>
  <p>May
  30, 2003</p>
  </td>
 </tr>
</table>



</div><br clear=all>


<div>

<p align=center><b>EXHIBIT
INDEX</b></p>





<table border=0 cellspacing=0 cellpadding=0>
 <tr>
  <td width=228 valign=top>

  <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Exhibit No.</u></p>
  </td>
  <td width=392 valign=top>

  <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Description</u></p>
  </td>
 </tr>
 <tr>
  <td width=228 valign=top>

  </td>
  <td width=392 valign=top>

  </td>
 </tr>
 <tr>
  <td width=228 valign=top>
  <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp; 4.1</p>
  </td>
  <td width=392 valign=top>
  <p>NUI Employee Stock Purchase
  Plan, as amended (incorporated by reference to the Corporation's Registration
  Statement on Form S-8 (Registration No. 333-042421) effective April 11, 1996)</p>
  </td>
 </tr>
 <tr>
  <td width=228 valign=top>
  <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp; 5.1</p>
  </td>
  <td width=392 valign=top>
  <p>Opinion of James R. Van Horn</p>
  </td>
 </tr>
 <tr>
  <td width=228 valign=top>
  <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 23.1</p>
  </td>
  <td width=392 valign=top>
  <p>Consent of James R. Van Horn
  (included in Exhibit 5.1)</p>
  </td>
 </tr>
 <tr>
  <td width=228 valign=top>
  <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 23.2</p>
  </td>
  <td width=392 valign=top>
  <p>Consent of
  PricewaterhouseCoopers LLP</p>
  </td>
 </tr>
 <tr>
  <td width=228 valign=top>
  <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 24.1</p>
  </td>
  <td width=392 valign=top>
  <p>Power of Attorney (included on
  signature page)</p>
  </td>
 </tr>
</table>



<p>&nbsp;</p>

</div>

</body>

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{"company-data": {"conformed-name": "NUI CORP /NJ/", "cik": "0001105192", "assigned-sic": "4932", "irs-number": "223708029", "state-of-incorporation": "NJ", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-105761", "film-number": "03727472"}, "business-address": {"street1": "550 ROUTE 202-206, PO BOX 760", "city": "BEDMINSTER", "state": "NJ", "zip": "07921", "phone": "9087810500"}, "mail-address": {"street1": "550 ROUTE 202-206, P. O. BOX 760", "city": "BEDMINSTER", "state": "NJ", "zip": "07921"}, "former-company": {"former-conformed-name": "NUI HOLDING CO", "date-changed": "20000203"}}
As filed with the Securities and Exchange Commission on ________, 2003
As filed with the Securities and Exchange Commission on June 3,
2003
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES
ACT OF 1933
_______________________
NUI
CORPORATION
(Exact name of registrant as specified in its charter)
NEW JERSEY
22-3708029
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
550 Route 202-206
P.O. Box 760
Bedminster, New Jersey
07921-0760
(908) 781-0500
(Address, including zip code, and telephone number, including area
code,
of registrant's principal executive offices)
NUI CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
JAMES R. VAN HORN, ESQ.
General Counsel &
Secretary
NUI Corporation
550 Route 202-206
P.O. Box 760
Bedminster, New Jersey
07921-0760
(908) 781-0500
(Name, address, including zip code, and telephone number,
including area code, of agent for service of process)
_____________________
Copies
to:
GARY E. THOMPSON, ESQ.
Hunton
& Williams LLP
Riverfront
Plaza, East Tower
951
East Byrd Street
Richmond,
Virginia 23219
(804) 788-8200
CALCULATION OF REGISTRATION
FEE
Title of Each Class of
  Securities to be Registered
Amount to be
Registered(1)
Proposed Maximum
Offering Price
Per
  Share(2)
Proposed Maximum
Aggregate
Offering
  Price(2)
Amount of
Registration
  Fee(2)
Common Stock, no par value
200,000
  shares
$15.43
$3,086,000
$283.91
(1)  This
registration statement also relates to rights to purchase shares of the
registrant's junior preferred stock, no par value per share, which are attached
to all shares of Common Stock.  Until
the occurrence of certain prescribed events, the rights are not exercisable, are
represented by certificates representing Common Stock and are transferred with
the Common Stock.  The value
attributable to the rights, if any, is reflected in the value of the Common
Stock and no separate consideration will be received for the rights.
(2)  Calculated solely for the purposes of this
offering under Rule 457(c) of the Securities Act of 1933, as amended,
based on the average of the high and low sales prices of the Common Stock as
reported on the New York Stock Exchange on May 26, 2003.
EXPLANATORY NOTE
This Registration Statement relates to an amendment to the
NUI Corporation 1996 Employee Stock Purchase Plan to increase the number of
shares of Common Stock to be issued thereunder from 240,000 shares to 440,000
shares.  The contents of the
Registrant's Registration Statements on Form S-8, Registration No. 333-02421,
filed with the Securities and Exchange Commission (the "SEC") effective April
11, 1996, and Registration No. 333-49349, filed with the SEC effective April 3,
1998 (collectively, the "Prior Registration Statements") are hereby
incorporated by reference.  The Items
below contain information required in this Registration Statement that was not
included in the Prior Registration Statements.
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1.   Plan Information.
Not required to be filed
with the SEC.
Item 2.   Registrant
Information and Employee Plan Annual Information.
Not required to be filed
with the SEC.
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 3.   Incorporation
of Documents by Reference.
There are hereby incorporated by reference the following
documents:
(a)    The Registrant's Annual
Report on Form 10-K for its fiscal year ended September 30, 2002 (as amended by
Form 10-K/A, filed on February 14, 2003);
(b)    The Registrant's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2003;
(c)    The Registrant's Definitive
Proxy Statement for its Annual Meeting of Shareholders held on March 11, 2003;
and
(d)    The Registrant's Current
Reports on Form 8-K filed on October 18, 2002, October 29, 2002, March 14, 2003
and April 3, 2003.
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.  Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. 
Any such statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration Statement.
Item 4.    Description
of Securities.
Not
applicable
Item 5.    Interests
of Named Experts and Counsel.
Not
applicable
Item 6.    Indemnification of
Directors and Officers.
Pursuant to the New Jersey
Business Corporation Act, Section 14A:3-5, a New Jersey corporation may
indemnify its directors, officers, employees or agents in their capacities as
such, or when serving as such for any other enterprise at the request of the
corporation (each such person, a "Corporate Agent"), against expenses and liabilities
in connection with any proceedings. 
Good faith and a reasonable belief that the conduct was in or not
opposed to the best interests of the corporation and, with respect to a
criminal proceeding, no reasonable cause to believe that the conduct was unlawful,
must be found by a majority vote of a quorum of disinterested directors, by
independent legal counsel in a written opinion or by the shareholders.  In proceedings by or in the right of the
corporation, a Corporate Agent, when the above standards of conduct are found
as set forth in the previous sentence, may be indemnified for expenses.  However, if a court judges a Corporate Agent
liable to the corporation, no indemnification shall be provided except as such
court deems proper.  A Corporate Agent must
be indemnified against expenses by the corporation to the extent such Corporate
Agent has been successful on the merits or otherwise in a proceeding arising
out of such Corporate Agent's duties.  A
corporation may pay the expenses incurred by a Corporate Agent in advance of
final disposition of the proceeding if such payments are authorized by the
board of directors of the corporation upon the receipt of an undertaking by or
on behalf of such Corporate Agent to repay such amount if it shall be ultimately
determined that such Corporate Agent is not entitled to indemnification under
Section 14A:3-5 of the New Jersey Business Corporation Act.
Our Certificate of Incorporation limits the liability of
our directors to the fullest extent permitted by New Jersey law.  We have insurance policies covering certain
of our liabilities and expenses that might arise in connection with our lawful
indemnification of our directors and officers for certain of their liabilities
and expenses.  In addition, we carry
liability insurance on behalf of our directors and officers against expenses
incurred in proceedings and for liabilities asserted against them by reason of
their being or having been a director or officer.
Item 7.     Exemption
From Registration Claimed.
Not applicable
Item 8.    Exhibits.
4.1
NUI Employee Stock Purchase
  Plan, as amended (incorporated by reference to the Corporation's registration
  statement on Form S-8 (Registration No. 333-042421) effective April 11, 1996)
5.1
Opinion of James R. Van Horn
23.1
Consent of James R. Van Horn
23.2
Consent of
  PricewaterhouseCoopers LLP
24.1
Power of Attorney
Item 9.    Undertakings.
(a) 
The undersigned registrant hereby undertakes:
1.     To
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i)    To include any
prospectus required by Section 10(a)(3) of the Securities Act;
(ii)    To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement.  Notwithstanding the
foregoing, any increase or decrease in the volume of securities offered (if the
dollar value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
Registration Statement;
(iii)    To include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change in such information in the
Registration Statement;
provided
,
however
, that paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply if the Registration Statement is on Form S-3, Form
S-8 or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") that are incorporated by reference in the Registration
Statement.
2.    That, for the purpose of determining
any liability under the Securities Act, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial
bona
fide
offering thereof.
3.     To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b)  The undersigned
registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial
bona
fide
offering
thereof.
(c)  Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore,unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Township of Bedminster, State of New Jersey,
on this 30 day of May, 2003.
NUI CORPORATION
By: /S/ JOHN KEAN, JR.
President, Chief Executive Officer and Director
Pursuant to
the requirements of the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities indicated on this 30th
day of May, 2003.  Each person whose
signature appears below hereby authorizes John Kean, Jr. and James R. Van Horn
to execute in the name of each such person, and to file, any amendment,
including any post-effective amendment, to the Registration Statement making
such changes in the Registration Statement as the registrant deems appropriate,
and appoints such agent for service as attorney-in-fact to sign on his behalf
individually and in each capacity stated below and file all amendments and
post-effective amendments to the Registration Statement.
/S/
  JOHN KEAN
Chairman and Director
May
  30, 2003
/S/
  JOHN KEAN, JR.
President,
  Chief Executive Officer and Director (Principal executive officer)
May
  30, 2003
/S/
  A. MARK ABRAMOVIC
Senior
  Vice President, Chief Operating Officer and Chief Financial Officer
  (Principal financial and accounting officer)
May
  30, 2003
/S/
  DR. VERA KING FARRIS
Director
May
  30, 2003
/S/
  JAMES J. FORESE
Director
May
  30, 2003
/S/
  J. RUSSELL HAWKINS
Director
May
  30, 2003
/S/
  BERNARD S. LEE
Director
May
  30, 2003
/S/
  R.V. WHISNAND
Director
May
  30, 2003
EXHIBIT
INDEX
Exhibit No.
Description
4.1
NUI Employee Stock Purchase
  Plan, as amended (incorporated by reference to the Corporation's Registration
  Statement on Form S-8 (Registration No. 333-042421) effective April 11, 1996)
5.1
Opinion of James R. Van Horn
23.1
Consent of James R. Van Horn
  (included in Exhibit 5.1)
23.2
Consent of
  PricewaterhouseCoopers LLP
24.1
Power of Attorney (included on
  signature page)