content: UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                  WASHINGTON, DC 20549
                                        FORM 10-Q
  
            (Mark One)     
                X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934
  
            For the quarterly period ended June 30, 1998
                                           OR
                                 
                       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
  
            For the transition period from _______ to_________
  
            Commission File Number   1-8353
  
  
                                 NUI CORPORATION
                 (Exact name of registrant as specified in its charter)
  
  
  
                 New Jersey                      22-1869941
          (State of incorporation)      (IRS employer identification no.)
  
  
          550 Route 202-206, PO Box 760, Bedminster, New Jersey 07921-0760
              (Address of principal executive offices, including zip code)
  
  
                                     (908) 781-0500
                  (Registrant's telephone number, including area code)
  
  
            Indicate  by check mark  whether the registrant:  (1) has  filed
            all  reports required to be filed by Section 13 or 15(d)  of the
            Securities  Exchange Act of 1934 during the preceding  12 months
            (or for such shorter period that the registrant  was required to
            file  such reports),  and (2)  has been subject  to such  filing
            requirements for the past 90 days.       Yes     X     No
  
  
                          APPLICABLE ONLY TO CORPORATE ISSUERS:
  
            The number of shares outstanding of each of the registrant's
            classes of common stock, as of July 31, 1998: Common Stock, No
            Par Value: 12,677,087 shares outstanding.<PAGE>
  
  <TABLE>
                            NUI Corporation and Subsidiaries
                      Consolidated Statement of Income (Unaudited)
                    (Dollars in thousands, except per share amounts)
  
  <CAPTION>
                                          Three Months        Nine Months           Twelve Months
                                              Ended              Ended                  Ended
                                              June 30,           June 30,               June 30,
                                          1998       1997    1998       1997        1998    1997
   <S>                                <C>         <C>         <C>         <C>          <C>         <C>
  
    Operating Margins
      Operating revenues                $169,004    $125,175    $663,740    $481,120    $791,216    $559,372
        Less - Purchased gas and   
           fuel                          130,299      83,575     497,723     309,910     589,736     357,678
           Energy taxes                    2,551       5,895      17,075      29,830      20,843      33,593
                                         -------      ------     -------     -------     -------     -------
                                          36,154      35,705     148,942     141,380     180,637     168,101   
                                         -------     -------     -------     -------     -------     -------
    Other Operating Expenses
  
      Operations and maintenance          23,511      22,071      72,297      69,515      98,058      93,419
      Depreciation and
        amortization                       6,326       5,811      19,401      17,087      25,346      22,052
      Other taxes                          2,568       1,967       7,515       6,934       9,770       8,897
      Income taxes                          (221)        357      14,255      11,909      11,639       8,845
                                         -------     -------     -------     -------     -------     -------   
                                          32,184      30,206     113,468     105,445     144,813     133,213   
                                         -------     -------     -------     -------     -------     -------
  
    Operating Income                       3,970       5,499      35,474      35,935      35,824      34,888
                                         -------    --------     -------     -------     -------     -------
    Other Income and (Expense), Net
      Equity in earnings of TIC      
         Enterprises, LLC, net                42         562         150         562         922         562
         Other                               132         281       1,052       1,284       1,948       1,923
         Income taxes                        (61)       (295)       (421)       (646)     (1,005)       (891) 
                                         -------     -------     -------     -------     -------  
                                             113         548         781       1,200       1,865       1,594
                                         -------     -------     -------     -------     -------     -------
  
    Interest Expense                       4,515       4,682      14,203      13,684      19,439      18,034
                                         -------     -------     -------     -------     -------     ------- 
  
    Net Income (Loss)                   $   (432)   $  1,365    $ 22,052    $ 23,451    $ 18,250    $ 18,448
                                         =======     =======     =======     =======     =======     =======
  
   Net Income (Loss) Per Share of
       Common Stock                     $  (0.03)   $  (0.12)   $   1.76    $   2.10    $   1.49    $   1.66      
                                         =======     =======     =======     =======     =======     =======
   Dividends Per Share of        
       Common Stock                     $  0.245    $  0.235    $  0.735    $  0.705    $   0.97    $   0.93
                                         =======     =======     =======     =======     =======     =======
   Weighted Average Number of
    Shares of Common Stock
    Outstanding                       12,654,101  11,292,773  12,556,940  11,193,400   12,276,789  11,122,876
                                      ==========  ==========  ==========  ==========   ==========  ==========
  </TABLE>
  
  
  
               See the notes to the consolidated financial statements<PAGE>
  
  <TABLE>
                          NUI Corporation and Subsidiaries
                             Consolidated Balance Sheet
                               (Dollars in thousands)
  <CAPTION>
                                                  June 30,    September 30,
                                                   1998           1997
                                                 (Unaudited)        (*)         
    <S>                                           <C>             <C>
  
    ASSETS
    Utility Plant
     Utility plant, at original cost              $722,540        $680,391
     Accumulated depreciation and amortization    (232,753)       (218,895)
     Unamortized plant acquisition adjustments      31,259          32,327
                                                   -------         -------
                                                   521,046         493,823
                                                   -------         -------
  
    Funds for Construction Held by Trustee          15,539          27,648
  
    Investment in TIC Enterprises, LLC, net         24,080          26,069
  
    Investments in Marketable Securities, 
      at market                                          -           2,570 
  
    Other Investments                                1,513             170
                                                   -------         -------
    Current Assets
      Cash and cash equivalents                        407          58,793
      Accounts receivable (less
        allowance for doubtful
        accounts of $2,318 as of both dates)        73,715          64,499
      Investments in marketable 
        securities, at market                           97           1,834
      Fuel inventories, at average cost             22,237          31,068
      Unrecovered purchased gas costs                4,667           9,602
      Prepayments and other                         40,730          22,953
                                                   -------         -------
                                                   141,853         188,749
                                                   -------         -------
    Other Assets
      Regulatory assets                             52,125          54,607
      Deferred charges and other                    10,476          10,029
                                                   -------         -------
                                                    62,601          64,636
                                                   -------         -------
                                                  $766,632        $803,665
                                                   =======         =======
    CAPITALIZATION AND LIABILITIES
    Capitalization
       Common shareholders' equity                $235,266        $218,291
       Preferred stock                                   -               -
       Long-term debt                              229,091         229,069
                                                   -------         -------
                                                   464,357         447,360
                                                   -------         -------
    Capital Lease Obligations                        8,615           9,679
                                                   -------         -------
    Current Liabilities
      Notes payable to banks                        59,466          54,428
      Current portion of long-term debt                  -          54,600
      Current portion of capital lease
        obligations                                  1,657           1,587
      Accounts payable, customer
        deposits and accrued liabilities            86,423          96,655
      Federal income and other taxes                10,816           4,049
                                                   -------         -------
                                                   158,362         211,319
                                                   -------         -------
    Deferred Credits and Other Liabilities
      Deferred Federal income taxes                 64,226          62,391
      Unamortized investment tax credits             5,835           6,171
      Environmental remediation reserve             33,981          33,981
      Regulatory and other liabilities              31,256          32,764
                                                   -------         -------
                                                   135,298         135,307
                                                   -------         -------
                                                  $766,632        $803,665
                                                   =======         =======
  </TABLE>
  
                     *Derived from audited financial statements
               See the notes to the consolidated financial statements<PAGE>
  
  <TABLE>
                          NUI Corporation and Subsidiaries
                  Consolidated Statement of Cash Flows (Unaudited)
                               (Dollars in thousands)
  
  <CAPTION>
                                       Nine Months         Twelve Months
                                          Ended                Ended
                                         June 30,             June 30,
                                      1998     1997         1998     1997
  
     <S>                            <C>        <C>        <C>       <C>
  
     Operating Activities
     Net income                     $ 22,052   $23,451    $ 18,250  $ 18,448
     Adjustments to reconcile net
       income to net cash
       provided by operating
       activities:
         Depreciation and   
           amortization               20,154    18,340      25,854    24,257
         Deferred Federal
           income taxes                1,911     1,372       3,785     3,645
         Amortization of      
          deferred investment 
          tax credits                   (336)     (348)       (452)     (464)
         Other                           480     1,145         355     1,058
         Effect of changes in:
          Accounts receivable, net    (9,216)  (21,858)     (8,269)  (14,266)
          Fuel inventories             8,831     9,517      (2,563)   (3,522)
          Accounts payable,   
            deposits and accruals     (8,082)   10,997       9,054    14,174
          Over (under) 
            recovered purchased
            gas costs                  4,935       312       2,009    (6,154)
          Other                      (10,472)     (608)    (19,571    (5,141)
                                      ------    ------      ------    ------
       Net cash provided by                                  
       operating activities           30,257    42,320      28,452    32,035
  
  
     Financing Activities
     Proceeds from sales of
       common stock, net of 
       treasury stock purchased       3,782      4,030      27,956     3,833
     Dividends to shareholders       (9,252)    (7,886)    (11,941)  (10,334)
     Proceeds from issuance of
       long-term debt                     -          -      53,569         -
     Funds for construction held
       by trustee, net               13,115     13,635      18,264    15,818
     Repayments of long-term debt   (54,600)      (950)    (54,600)     (987)
     Principal payments under 
       capital lease obligations     (1,339)    (1,370)     (1,699)   (1,760
     Net short-term borrowings 
       (repayments)                   5,038      5,835      (1,264)   32,950
                                     ------     ------      ------    ------
        Net cash (used in)                                       
        provided by financing 
        activities                  (43,256)    13,294      30,285    39,520
                                     ------     ------      ------    ------
  
        Investing Activities
        Cash expenditures for
          utility plant             (43,408)   (35,923)    (58,851)  (49,896)
        Investment in TIC 
          Enterprises, LLC              (11)   (22,000)       (595)  (22,000)
        Other                        (1,968)       641        (952)   (1,834)
                                     ------     ------      ------    ------
        Net cash used in 
        investing activities        (45,387)   (57,282)    (60,398)  (73,730)
                                     ------     ------      ------    ------
        Net decrease in cash and  
        cash equivalents           $(58,386)   $(1,668)    $(1,661)  $(2,175)
                                    =======     ======      ======    ======
      Cash and Cash Equivalents
       At beginning of period      $ 58,793    $ 3,736     $ 2,068   $ 4,243
       At end of period            $    407    $ 2,068     $   407   $ 2,068
  
       Supplemental Disclosures 
       of Cash Flows
         Income taxes paid, net    $  5,262    $ 3,909     $ 6,361   $ 4,552
         Interest paid             $ 17,433     15,165      22,028    15,691
  
  </TABLE>
                 See the notes to the consolidated financial statements.<PAGE>
  
  
                            NUI Corporation and Subsidiaries
                     Notes to the Consolidated Financial Statements
  
  
            1.Basis of Presentation
  
            The consolidated financial statements include all operating
            divisions and subsidiaries of NUI Corporation (collectively
            referred to as the "Company"). The Company is a multi-state
            energy sales, services and distribution company.  It's utility
            operations distribute natural gas and provide related customer
            services in six states through its Northern and Southern
            divisions. The Northern Division operates in New Jersey as
            Elizabethtown Gas Company. The Southern Division operates in five
            states as City Gas Company of Florida, North Carolina Gas, Elkton
            Gas (Maryland), Valley Cities Gas (Pennsylvania) and Waverly Gas
            (New York).  The Company also provides retail gas sales and
            related services through its NUI Energy, Inc. subsidiary;
            wholesale energy brokerage and related services through its NUI
            Energy Brokers, Inc. subsidiary; customer information systems and
            services through its Utility Business Services, Inc. subsidiary;
            and sales and marketing outsourcing through its 49% equity
            interest in TIC Enterprises, LLC.
  
            The consolidated financial statements contained herein have been
            prepared without audit in accordance with the rules and
            regulations of the Securities and Exchange Commission and reflect
            all adjustments which, in the opinion of management, are
            necessary for a fair statement of the results for interim
            periods. All adjustments made were of a normal recurring nature.
            The preparation of financial statements in accordance with
            generally accepted accounting principles requires management to
            make estimates and assumptions that affect the reported amounts
            of assets and liabilities, the disclosure of contingent assets
            and liabilities at the date of the financial statements and the
            reported amounts of revenues and expenses during the reporting
            period. Actual results could differ from those estimates. The
            consolidated financial statements should be read in conjunction
            with the consolidated financial statements and the notes thereto
            that are included in the Company's Annual Report on Form 10-K for
            the fiscal year ended September 30, 1997. Certain
            reclassifications have been made to the prior year financial
            statements to conform with current year presentation.
  
            The Company is subject to regulation as an operating utility by
            the public utility commissions of the states in which it
            operates.  Because of the seasonal nature of gas utility
            operations, the results for interim periods are not necessarily
            indicative of the results for an entire year.
  
            2.Common Shareholders' Equity
  
            The components of common shareholders' equity were as follows
            (dollars in thousands):
  
                                                       June 30,   September 30,
                                                         1998         1997
  
            Common stock, no par value                $ 207,243    $ 201,549
            Shares held in treasury                      (1,695)      (1,615)
            Retained earnings                            32,102       19,260
            Unrealized gain on marketable securities          -          120
            Unearned employee compensation               (2,384)      (1,023)
                                                       --------     --------
            Total common shareholders' equity         $ 235,266    $ 218,291
                                                       ========     ========
  
            3.Restructuring 
  
            On June 4, 1998, the Company announced a reorganization plan to
            better position itself in an increasingly competitive
            environment.   The reorganization plan also included an early
            retirement program, which was accepted by 73 of the 77 eligible
            employees.  In accordance with Statement of Financial Accounting
            Standards No.  88, "Employers' Accounting for Settlements and
            Curtailments of Defined Benefit Pension Plans and for Termination
            Benefits", the Company will record a special termination charge
            associated with these retirements in the fourth quarter of fiscal
            1998.  In addition, as a result of the reorganization effort, the
            Company has displaced some of its existing employees.  While the
            cost of the reorganization effort has not yet been finalized, it
            is estimated to be $10 to $12 million and will be recorded in the
            fourth quarter of fiscal 1998.
  
            4.New Accounting Standards
  
            In June 1998, the Financial Accounting Standards Board issued
            Statement of Financial Accounting Standards No. 133 "Accounting
            for Derivative Instruments and Hedging Activities" (SFAS 133).  
            This statement establishes accounting and reporting standards
            regarding derivative instruments.   SFAS 133 requires that all
            derivative instruments be recorded on the balance sheet at their
            fair value as either an asset or liability, and that changes in
            the fair value be recognized currently in earnings unless certain
            criteria are met. 
  
            SFAS 133 is effective for fiscal years beginning after June  15,
            1999.  At this time, the Company has elected not to adopt SFAS
            133 prior to its effective date.  While the impact of adopting
            SFAS 133 has not yet been quantified, due to it's nature, there
            could be an impact on earnings when adopted. 
  
            During the first quarter of fiscal 1998, the Company adopted
            Statement of Financial Accounting Standards No. 128, "Earnings
            per Share" (SFAS  128). This statement superseded Accounting
            Principles Board Opinion No. 15, "Earnings per Share" and
            simplifies the computation of earnings per share.  The adoption
            of SFAS 128 did not have an effect on the Company's calculation
            of earnings per share.
  
            5.Contingencies
  
            Environmental Matters.  The Company is subject to federal and
            state laws with respect to water, air quality, solid waste
            disposal and employee health and safety matters, and to
            environmental regulations issued by the United States
            Environmental Protection Agency (EPA), the New Jersey Department
            of Environmental Protection (NJDEP) and other federal and state
            agencies.
  
  
            The Company owns, or  previously  owned, certain  properties  on
            which manufactured gas plants (MGP) were operated by the  Company
            or by other parties in the past. Coal tar residues are present on
            the six MGP sites located in  the Northern Division. The  Company
            has reported the presence  of the six MGP  sites to the EPA,  the
            NJDEP and the New  Jersey Board of  Public Utilities (NJBPU).  In
            1991, the NJDEP issued an Administrative Consent Order for an MGP
            site located at  South Street in  Elizabeth, New Jersey,  wherein
            the Company agreed  to conduct  a remedial  investigation and  to
            design and implement a  remediation plan. In  1992 and 1993,  the
            Company entered into a Memorandum of Agreement with the NJDEP for
            each of the other five Northern  Division MGP sites. Pursuant  to
            the terms and conditions of the Administrative Consent Order  and
            the Memoranda of  Agreement, the Company  is conducting  remedial
            activities at all six sites with oversight from the NJDEP.
  
            The Southern Division owned ten former MGP facilities, only three
            of which it currently owns. The  former MGP sites are located  in
            the states of North  Carolina, South Carolina, Pennsylvania,  New
            York and  Maryland  (the  "Southern  Division  MGP  sites").  The
            Company has joined  with other North  Carolina utilities to  form
            the  North  Carolina  Manufactured  Gas  Plant  Group  (the  "MGP
            Group").  The  MGP  Group  has  entered  into  a  Memorandum   of
            Understanding with the North Carolina Department of  Environment,
            Health and  Natural  Resources  (NCDEHNR) to  develop  a  uniform
            program and framework  for the investigation  and remediation  of
            MGP sites  in North  Carolina.  The Memorandum  of  Understanding
            contemplates that  the actual  investigation and  remediation  of
            specific sites  will  be  addressed  pursuant  to  Administrative
            Consent Orders between the  NCDEHNR and the responsible  parties.
            The NCDEHNR has recently sought the investigation and remediation
            of sites owned by members of  the MGP Group and has entered  into
            Administrative Consent Orders with respect  to four such sites.  
            None of these four sites are  currently or were previously  owned
            by the Company.
  
            The Company, with the aid of environmental consultants, regularly
            assesses the potential  future costs  associated with  conducting
            investigative activities  at  each  of the  Company's  sites  and
            implementing  appropriate  remedial  actions,  as  well  as   the
            likelihood of whether such actions will be necessary. The Company
            records a reserve  if it  is probable  that a  liability will  be
            incurred and the amount of the liability is reasonably estimable.
            Based on the most recent assessment,  the Company has recorded  a
            total reserve  for  environmental investigation  and  remediation
            costs of approximately $34 million, which the Company expects  to
            expend during  the  next twenty  years.  The reserve  is  net  of
            approximately $4 million which will be borne by a prior owner and
            operator of two of the Northern Division sites in accordance with
            a  cost  sharing  agreement.  Of  this  approximate  $34  million
            reserve, approximately $30 million  relates to Northern  Division
            MGP sites  and  approximately  $4  million  relates  to  Southern
            Division MGP  sites. However,  the Company  believes that  it  is
            possible that  costs  associated  with  conducting  investigative
            activities and  implementing remedial  activities, if  necessary,
            with respect to all of its MGP sites may exceed the approximately
            $34 million  reserve by  an amount  that could  range up  to  $24
            million and be incurred during a  future period of time that  may
            range up  to  fifty years.  Of  this $24  million  in  additional
            possible future expenditures,  approximately $12 million  relates
            to the Northern Division MGP sites and approximately $12  million
            relates to the Southern Division MGP sites. As compared with  the
            approximately $34 million  reserve discussed  above, the  Company
            believes that it is less likely that this additional $24  million
            will be incurred and therefore has not recorded it on its books.
  
            The  Company's  prudently  incurred  remediation  costs  for  the
            Northern Division MGP sites have been authorized by the NJBPU  to
            be recoverable in rates.  The most recent base rate order for the
            Northern Division permits  the Company to  utilize full  deferred
            accounting for expenditures related to MGP sites. The order  also
            provides for the  recovery of  $130,000 annually  of MGP  related
            expenditures incurred prior to  the rate order. Accordingly,  the
            Company has  recorded a  regulatory  asset of  approximately  $34
            million as of June  30, 1998, reflecting  the future recovery  of
            environmental remediation  liabilities  related to  the  Northern
            Division MGP sites.  The Company is  able to  recover actual  MGP
            expenses over  a  rolling  seven  year  period  through  its  MGP
            Remediation Adjustment  Clause  (RAC).  The  NJBPU  approved  the
            Company's initial RAC rate filing on April 2, 1997 at which  time
            the Company began recovery  of approximately $3.1 million,  which
            represents environmental  costs incurred  from inception  through
            June 30, 1996. On August 5, 1997, the Company submitted a  second
            RAC rate  filing  to the  NJBPU  to recover  an  additional  $0.5
            million in environmental costs incurred from July 1, 1996 through
            June 30, 1997.   On January  23, 1998 the  NJBPU issued an  order
            approving an  interim  stipulation concerning  rate  recovery  of
            costs incurred under the  second RAC filing.   Final approval  by
            the NJBPU on this matter is  expected in the fourth quarter.  The
            Company has also been successful in  recovering a portion of  MGP
            remediation costs  incurred for  the Northern  Division from  the
            Company's insurance carriers and  continues to pursue  additional
            recovery.  With  respect to  costs associated  with the  Southern
            Division MGP sites, the Company  intends to pursue recovery  from
            ratepayers, former owners and operators, and insurance  carriers,
            although the  Company is  not  able to  express  a belief  as  to
            whether any or all of these recovery efforts will be  successful.
            The Company is working with the regulatory agencies to  prudently
            manage its MGP costs so as  to mitigate the impact of such  costs
            on both ratepayers and shareholders.
  
            Other. The Company is involved  in various claims and  litigation
            incidental to its business. In the opinion of management, none of
            these claims and litigation will  have a material adverse  effect
            on  the  Company's  results   of  operations  or  its   financial
            condition.<PAGE>
  
  <TABLE>
                            NUI Corporation and Subsidiaries
                           Summary Consolidated Operating Data
  <CAPTION>
  
  
                                       Three Months         Nine Months         Twelve Months
                                           Ended              Ended                Ended
                                          June 30,           June 30,             June 30,
  
   <S>                                <C>       <C>       <C>       <C>       <C>       <C>
                                       1998      1997       1998      1997      1998      1997
   Operating Revenues (Dollars
    in thousands)
       Firm Sales:
             Residential              $34,553   $41,064   $174,977  $177,769  $198,965  $199,172
             Commercia l               14,399    20,623     81,097    92,849    94,482   105,995
             Industrial                 4,253     4,476     15,751    18,456    20,558    23,268
       Interruptible Sales              9,983    11,224     36,023    41,946    49,921    54,329
       Unregulated Sales               93,078    36,801    316,281   116,937   377,225   134,473
       Transportation Services          8,177     7,097     26,502    21,996    33,123    27,432
       Customer Service, Appliance                                                
       Leasing and Other                4,561     3,890     13,109    11,167    16,942    14,703
                                       ------    ------    -------   -------   -------   -------
                                     $169,004   $125,175  $663,740  $481,120  $791,216  $559,372
                                      =======    =======   =======   =======   =======   =======
       Gas Sold or Transported
       (MMcf)
       Firm Sales:
             Residential                3,377     3,922     19,848    20,968    21,836    23,163
             Commercial                 1,828     2,445     10,686    12,617    12,323    14,523
             Industrial                 1,007     1,086      3,450     3,798     4,471     4,835
       Interruptible Sales              3,090     3,508      9,944    10,942    14,076    14,701
       Unregulated Sales               38,836    17,102    120,695    41,407   142,107    47,852
       Transportation Services          6,716     6,645     23,702    21,461    30,535    28,183
                                      -------   -------    -------   -------   -------   -------
                                       54,854    34,708    188,325   111,193   225,348    133,257
                                      =======   =======    =======   =======   =======   =======
       Average  Utility Customers
       Served
       Firm:
             Residential              339,146   335,884    38,848    335,892   337,849   334,697
             Commercial                23,257    24,386    23,525     24,430    23,633    24,314
             Industrial                   276       299       278        310       282       317
       Interruptible                      105       120       111        122       113       117
       Transportation Services          3,373     1,546     2,909      1,381     2,606     1,253
                                      -------   -------    ------    -------   -------   ------- 
                                      366,157   362,235   365,671    362,135   364,483   360,698
                                      =======   =======   =======    =======   =======   =======
       Degree Days in New Jersey
             Actual                      476        656     4,339      4,899     4,394     4,945
             Normal                      575        538     5,207      4,936     5,249     4,978
             Percentage variance         17%        22%       17%         1%       16%        1%
               from normal            warmer     colder    warmer     warmer    warmer    warmer
  
       Employees (period end)                                                    1,166     1,121
  
       Ratio of Earnings to Fixed                                                 
         Charges (Twelve months    
         only)                                                                    2.13     2.20<PAGE>
  
  
                            NUI Corporation and Subsidiaries
               Management's Discussion and Analysis of Financial Condition
                                and Results of Operations
  
  
            The following discussion and analysis refers to NUI Corporation
            and all of its operating divisions and subsidiaries (collectively
            referred to as the "Company"). The Company is a multi-state
            energy sales, services and distribution company.  Its utility
            operations distribute natural gas in six states through its
            Northern and Southern divisions. The Northern Division operates
            in New Jersey as Elizabethtown Gas Company. The Southern Division
            operates in five states as City Gas Company of Florida, North
            Carolina Gas, Elkton Gas (Maryland), Valley Cities Gas
            (Pennsylvania) and Waverly Gas (New York). The Company also
            provides retail gas sales and related services through its NUI
            Energy, Inc. subsidiary ("Energy"); wholesale energy brokerage
            and related services through its NUI Energy Brokers, Inc.
            subsidiary; customer information systems and services through its
            Utility Business Services, Inc. subsidiary ("UBS"); and sales and
            marketing outsourcing through its 49% equity interest in TIC
            Enterprises, LLC ("TIC"). Because of the seasonal nature of gas
            utility operations, the results for interim periods are not
            necessarily indicative of the results for an entire year.
  
            Results of Operations
  
            The results for the 1998 periods as compared to the 1997 periods
            reflect changes in the New Jersey tax law which resulted in
            variations in certain line items on the consolidated statement of
            income (see "Regulatory Matters").  Effective January 1, 1998,
            New Jersey Gross Receipts and Franchise Taxes (GRAFT) were
            replaced by a combination of a New Jersey Sales and Use Tax (NJ
            Sales Tax), a New Jersey Corporate Business Tax (NJ CBT) and a
            temporary Transitional Energy Facility Assessment (NJ TEFA).  In
            prior periods, GRAFT was recorded as a single line item in the
            reduction of operating margins.  Effective January 1, 1998, NJ
            TEFA is recorded in the energy taxes line item as a reduction of
            operating margins, NJ CBT is recorded in the income taxes line
            item and NJ Sales Tax is recorded as a reduction of operating
            revenues.  The legislation was designed to be net income neutral
            over a twelve-month period. However, for the three and nine-month
            periods ending June 30, 1998, the effect of the three new taxes
            as compared to the 1997 periods had the effect of reducing
            operating revenues by approximately $2.8 and $8.6 million,
            reducing energy taxes by approximately $3.3 and $10.3 million and
            increasing income tax expense by approximately $0.1 and $2.5
            million, respectively.  The net effect of the change in the tax
            law increased net income by approximately $0.3 million, or $.02
            per share, in the three-month period ended June 30, 1998, and
            decreased net income by $0.5 million, or $.04 per share, for the
            nine-month period ended June 30, 1998, as compared to the prior
            year periods.  The net effect of the change for the twelve-month
            period ending June 30, 1998 was equal to the effect of the change
            on nine-month period.
  
            Three-Month Periods Ended June 30, 1998 and 1997
  
            Net Income (Loss).  Net loss for the three-month period ended
            June 30, 1998 was $0.4 million, or $0.03 per share, as compared
            with net income of $1.4 million, or $0.12 per share, for the
            three-month period ended June 30, 1997.  The decrease in the
            current period was primarily the result of higher operations and
            maintenance, depreciation, other taxes, and lower other income,
            partially offset by slightly higher margins.
  
            Operating Revenues and Operating Margins. The Company's operating
            revenues include amounts billed for the cost of purchased gas
            pursuant to purchased gas adjustment clauses. Such clauses enable
            the Company to pass through to its customers, via periodic
            adjustments to customers' bills, increased or decreased costs
            incurred by the Company for purchased gas without affecting
            operating margins. Since the Company's utility operations do not
            earn a profit on the gas commodity element of its revenues, the
            Company's level of operating revenues is not necessarily
            indicative of financial performance. The Company's operating
            revenues increased by $43.8 million, or 35%, for the three-month
            period ended June 30, 1998 as compared with the three-month
            period ended June 30, 1997, principally due to an increase of
            approximately $56.3 million in unregulated revenues due to
            greater activity.  This increase was partially offset by a
            decrease in the Company's utility operations primarily resulting
            from the effect of warmer weather in the 1998 period in all of
            the Company's service territories, mainly in New Jersey where it
            was 17% warmer than normal. Additionally, utility revenues
            decreased as a result of the tax law changes described above.
  
            The Company's operating margins increased by $0.4 million, or 1%,
            for the three-month period ended June 30, 1998 as compared with
            the three-month period ended June 30, 1997. The Company's utility
            distribution margins reflected a decrease of approximately $0.1
            million as increases due to customer growth, higher Energy
            Conservation Program rates in Florida and the effect of the
            change in the New Jersey tax law described above were offset by
            warmer weather in all of the Company's service territories. The
            Company's customer service operations increased by approximately
            $0.6 million as a result of customer additions by UBS, as well as
            increased equipment repair and contract service in New Jersey. 
            Operating margins from the Company's energy sales and service
            operations showed a slight decrease mainly as a result of lower
            gas trading profits.
  
            Other Operating Expenses. Operations and maintenance expenses
            increased by approximately $1.4 million, or 7%, for the three-
            month period ended June 30, 1998 as compared with the three-month
            period ended June 30, 1997.  The increase was primarily as a
            result of higher expenses primarily relating to investments in
            the Company's unregulated operations, as well as the reversal of
            certain reserves in the prior year period which management
            determined to be no longer required. These increases were
            partially offset by a higher pension credit due to the investment
            performance of pension plan assets.
  
            Depreciation and amortization expense increased by approximately
            $0.5 million primarily due to additional plant in service. 
  
            Income tax expense decreased by approximately $0.6 million as
            lower pre-tax income was partially offset by the change in the
            New Jersey tax law described above.<PAGE>
  
  
            Other Income and (Expense), Net.  Other income and expense, net
            decreased approximately $0.4 million for the three-month period
            ended June 30, 1998 as compared with the three-month period ended
            June 30, 1997, primarily due to lower net equity earnings from
            TIC, as the prior year reflected equity in TIC since the
            effective acquisition date of January 1, 1997.  Additionally, the
            prior year reflected higher dividend income related to more
            marketable equity securities held, and a gain on the sale of
            leased property.
  
            Interest Expense. Interest expense decreased by approximately
            $0.2 million for the three-month period ended June 30, 1998 as
            compared with the three-month period ended June 30, 1997. The
            decrease was primarily due to lower average short-term borrowings
            and lower average interest rates on long-term debt due to the
            refinancing of bonds in October 1997.  These decreases were
            partially offset by drawdowns of construction funds which have
            the effect of lowering interest income on the funds held by the
            trustee.
  
            Nine-Month Periods Ended June 30, 1998 and 1997
  
            Net Income.  Net income for the nine-month period ended June 30,
            1998 was $22.1 million, or $1.76 per share, as compared with net
            income of $23.5 million, or $2.10 per share, for the nine-month
            period ended June 30, 1997. The decrease in the current period
            was primarily due to higher operations and maintenance,
            depreciation and interest expenses, and the effect on 1998
            results of the New Jersey tax law changes described above.  These
            increases were partially offset by higher margins.
  
            Net income per share in the current period was affected by the
            increased number of outstanding shares of common stock over the
            prior period, principally reflecting the Company's issuance of
            1.0 million additional shares in September 1997.
  
            Operating Revenues and Operating Margins. The Company's operating
            revenues increased by $182.6 million, or 38%, for the nine-month
            period ended June 30, 1998 as compared with the nine-month period
            ended June 30, 1997. The increase was principally due to an
            increase of unregulated sales of approximately $199.3 million due
            to greater activity in these operations, customer growth and
            increased customer service and appliance leasing revenues. These
            increases were partially offset by the effect of warmer weather
            in the 1998 period in all of the Company's service territories,
            primarily in New Jersey where it was 17% warmer than normal, as
            well as the effect of the tax law changes described above.
  
            The Company's operating margins increased by $7.6 million, or 5%,
            for the nine-month period ended June 30, 1998 as compared with
            the nine-month period ended June 30, 1997. The increase was
            primarily attributable to an increase of $6.1 million in the
            Company's utility distribution operations as a result of customer
            growth in all territories, the effects of changes in the New
            Jersey tax law described above, and an additional $1.5 million
            due to the effect of a change in the calculation of the New
            Jersey weather normalization clause.  These increases were
            partially offset by the effect of warmer weather in all of the
            Company's service territories, primarily in New Jersey where it
            was 17% warmer than normal.  On October 22, 1997, the New Jersey
            Board of Public Utilities (NJBPU) approved the Company's petition
            to revise its weather normalization clause to reflect an increase
            in the level of degree days used to determine margin revenue
            differences associated with variations between actual degree days
            within the months of October through April and the degree days
            that underlie the Company's base rates.  The adjustment was
            necessitated by a change in instrumentation used to measure
            temperatures in the Company's service territory.  The changes in
            the weather normalization clause calculation were effective
            October 1, 1996, but were not recorded by the Company until the
            fourth quarter of fiscal 1997.  Operating margins increased in
            the customer service operations by approximately $1.9 million due
            to the effect of an increase in the appliance leasing rates in
            Florida, customer additions by UBS and increased customer service
            activity in New Jersey. Operating margins from the Company's
            unregulated operations decreased by approximately $0.1 million
            primarily due to lower gas trading profits.  The Company has
            weather normalization clauses in its New Jersey and North
            Carolina tariffs which are designed to help stabilize the
            Company's results by increasing amounts charged to customers when
            weather has been warmer than normal and by decreasing amounts
            charged when weather has been colder than normal. As a result of
            weather normalization clauses, operating margins were
            approximately $5.6 million and $0.7 million higher in the 1998
            and 1997 periods, respectively, than they would have been without
            such clauses.
  
            Other Operating Expenses. Operations and maintenance expenses
            increased by approximately $2.8 million, or 4%, for the nine-
            month period ended June 30, 1998 as compared with the nine-month
            period ended June 30, 1998. The increase was primarily the result
            of higher expenses associated with the continued growth of the
            Company's unregulated operations plus the reversal of certain
            reserves in the prior year which management determined were no
            longer required.  These increases were partially offset by a
            higher pension credit due to the investment performance of
            pension plan assets.
  
            Depreciation and amortization increased approximately $2.3
            million over the prior year period primarily due to additional
            plant in service. 
  
            Income tax expense increased by approximately $2.3 million as a
            result of the change in the New Jersey tax law described above,
            partially offset by lower pre-tax income.
  
            Other Income and (Expense), Net.  Other income and expense, net
            decreased approximately $0.4 million for the nine-month period
            ended June 30, 1998 as compared with the nine-month period ended
            June 30, 1997. The decrease was primarily due to lower results
            from TIC in the current year as a result of start-up costs
            related to the addition of new vendor partnerships.
  
            Interest Expense.  Interest expense increased by approximately
            $0.5 million for the nine-month period ended June 30, 1998 as
            compared with the nine-month period ended June 30, 1997. The
            increase was primarily due to higher average long-term borrowings
            as a result of the drawdown of funds for construction
            expenditures, partially offset by lower average rates on long-
            term debt due to the refinancing of bonds in October 1997. 
            Drawdowns of construction funds have the effect of lowering
            interest income on the funds held by the trustee.
  
            Twelve-Month Periods Ended June 30, 1998 and 1997  
  
            Net Income. Net income for the twelve-month period ended June 30,
            1998 was $18.3 million, or $1.49 per share, as compared with
            $18.4 million, or $1.66 per share, for the twelve-month period
            ended June 30, 1997. The decrease in the current period was
            primarily due to higher operations and maintenance, depreciation
            and interest expenses, and the effect of the changes in the New
            Jersey tax law described above.  These variances were partially
            offset by higher operating margins.
  
            Net income per share for the twelve-month period ended June 30,
            1998 as compared to the twelve-month period ended June 30, 1997
            was affected by the increased number of outstanding shares of
            common stock reflecting the Company's issuances of 1.0 million
            additional shares in September 1997 and 1.8 million additional
            shares in May 1996.
  
            Operating Revenues and Operating Margins. The Company's operating
            revenues for the twelve-month period ended June 30, 1998
            increased approximately $231.8 million, or 41%, as compared with
            the twelve-month period ended June 30, 1997. The increase was
            primarily due to an increase in sales by the Company's
            unregulated operations of approximately $242.8 million, and
            increased customer service and appliance leasing revenues.  These
            increases were partially offset by warmer weather in the current
            period in all of the Company's service territories, as well as
            the effect of the changes in the New Jersey tax law described
            above.
  
            The Company's operating margins increased by $12.5 million, or
            7%, for the twelve-month period ended June 30, 1998 as compared
            with the twelve-month period ended June 30, 1997.  The increase
            reflects approximately $9.2 million of additional margins
            generated by the Company's utility distribution operations,
            approximately $2.5 million of additional margins generated by the
            Company's customer service and appliance leasing operations, and
            approximately $2.1 million of additional margins generated by the
            Company's unregulated operations. The increase in the Company's
            utility distribution operations was primarily due to customer
            growth, changes in the New Jersey tax law described above and the
            change in the calculation of the weather normalization clause in
            New Jersey.  The increase in the customer service and appliance
            leasing operations was primarily due to the an increase in
            leasing rates in Florida, customer additions by UBS, and
            increased customer service activity in New Jersey. The increase
            in the unregulated operations was primarily due to increased
            activity as well as favorable market conditions in the quarter
            ended September 30, 1997.  As a result of weather normalization
            clauses, operating margins were approximately $5.6  million and
            $0.7 million more in the 1998 and 1997 periods, respectively,
            than they would have been without such clauses.
  
            Other Operating Expenses. Operations and maintenance expenses
            increased approximately $4.6 million, or 5%, for the twelve-month
            period ended June 30, 1998 as compared with the twelve-month
            period ended June 30, 1997. The increase was primarily the result
            of higher expenses related to the continued growth of the
            Company's unregulated operations, and the reversal of certain
            reserves in the prior year period that management determined were
            no longer required.  These increases were partially offset by a
            higher pension credit due to the investment performance of
            pension plan assets.
  
            Depreciation and amortization expense increased by approximately
            $3.3 million over the prior year period primarily as a result of
            additional plant in service. 
  
            Income taxes increased by approximately $2.8 million over the
            prior year period due primarily to the changes in the New Jersey
            tax law described above.
  
            Interest Expense.  Interest expense increased by $1.4 million for
            the 1998 period as compared with the 1997 period. The increase
            was primarily due to the higher average long-term borrowings as a
            result of the drawdown of funds for construction expenditures,
            partially offset by lower average rates on long-term debt due to
            the refinancing of bonds in October 1997.  Drawdowns of
            construction funds have the effect of lowering interest income on
            the funds held by the trustee.
  
            Regulatory Matters
  
            In July 1997, the State of New Jersey enacted legislation that
            eliminated the gross receipts and franchise taxes effective
            January 1, 1998. These taxes were replaced with a 6% sales tax on
            sales of electricity and natural gas, a corporate business tax
            currently paid by all corporations in the State, and the NJ TEFA.
            The legislation was intended, in part, to provide comparability
            between utilities that paid gross receipts and franchise taxes
            and non-utility energy companies that did not. A key objective of
            this legislation was to maintain energy tax revenue neutrality in
            1998.  The NJ TEFA tax is scheduled to be phased out at a rate of
            approximately 20% per year starting in 1999. These tax changes
            are designed to have no effect on the Company's net income over a
            twelve-month period or on overall rates charged to customers,
            until the NJ TEFA reductions occur, and should not have a
            material effect on working capital. The Company paid
            approximately $25 million of gross receipts and franchise taxes
            to the State in 1997.  See "Results of Operations" for a
            discussion of the effect of the new taxes in the 1998 periods.
  
            On November 20, 1997, the Northern Division amended its July 31,
            1997 proposal filed with the NJBPU to increase its annual
            purchased gas adjustment revenues by approximately $14.7 million
            and change the way it recovers gas supply costs from its
            different classes of customers. On January 23, 1998 the NJBPU
            issued an order approving an interim stipulation of the parties
            concerning a number of the Company's rates, including rates
            charged under the purchased gas adjustment clause.  The interim
            stipulation also provided that the Company was required to
            propose a timetable for resolving issues related to offering
            transportation services to all customers, and the continuation of
            the Company's role as merchant and supplier of last resort. A
            final order by the NJBPU on the Company's amended proposal is
            expected in the fourth quarter.<PAGE>
  
  
            Financing Activities and Resources
  
            The Company had net cash provided by operating activities of
            $30.3 million for the nine-month period ended June 30, 1998 as
            compared with $42.3 million for the nine-month period ended
            June 30, 1997. The decrease was primarily due to more timely
            payments of accounts payable and accruals in the current year,
            partially offset by better collections on receivables and
            additional collections of gas costs under the Company's purchased
            gas adjustment clauses.  For the twelve-month period ended June
            30, 1998, the Company had net cash provided by operating
            activities of $28.5 million as compared with $32.0 million for
            the twelve-month period ended June 30, 1997.  The decrease was
            primarily due to the same reasons described for the nine-month
            period.
  
            Because the Company's business is highly seasonal, short-term
            debt is used to meet seasonal working capital requirements. The
            Company also borrows under its bank lines of credit to finance
            portions of its capital expenditures, pending refinancing through
            the issuance of equity or long-term indebtedness at a later date
            depending upon prevailing market conditions.
  
            Short-Term Debt. The weighted average daily amounts outstanding
            of notes payable to banks and the weighted average interest rates
            on those amounts were $63.4 million at 5.8% for the nine-month
            period ended June 30, 1998 and $64.4 million at 5.3% for the
            nine-month period ended June 30, 1997.  At June 30, 1998, the
            Company had outstanding notes payable to banks amounting to $59.5
            million and available unused lines of credit amounting to
            $86.5 million.
  
            Long-Term Debt and Funds for Construction Held by Trustee. In
            November 1994, the Company filed a shelf registration statement
            with the Securities and Exchange Commission for an aggregate of
            up to $100 million of debt and equity securities. As of June 30,
            1998, the Company has issued $70 million of Medium-Term Notes
            subject to the shelf registration statement. While the Company
            has no present intention to issue additional securities subject
            to the shelf registration, such securities may be issued from
            time to time, depending upon the Company's needs and prevailing
            market conditions.
  
            The Company deposits in trust the unexpended portion of the net
            proceeds from its Gas Facilities Revenue Bonds until drawn upon
            for eligible expenditures. As of June 30, 1998, the total
            unexpended portions of all of the Company's Gas Facilities
            Revenue Bonds were $10.7 million and are classified on the
            Company's consolidated balance sheet, including interest earned
            thereon, as funds for construction held by trustee.
  
            The Company prepaid $54.6 million of its Gas Facilities Revenue
            Bonds in October 1997 with proceeds received in fiscal 1997 from
            a new bond issuance.
  
            Common Stock. The Company periodically issues shares of common
            stock in connection with NUI Direct, the Company's dividend
            reinvestment plan, and other employee benefit plans. The proceeds
            from such issuances amounted to approximately $3.9 and $4.0
            million for the nine-month periods ended June 30, 1998 and 1997,
            respectively, and were used primarily to reduce outstanding
            short-term debt.  Effective May 26, 1998 several of these plans
            commenced purchasing shares on the open market to fulfill the
            plans' requirements.  Under the terms of these plans, the Company
            may periodically change the method of purchasing from open market
            purchases to purchases directly from the Company, or vice versa.
  
            Dividends.  On November 6, 1997, the Company increased its
            quarterly dividend to $0.245 per share of common stock.  The
            previous quarterly rate was $0.235 per share of common stock.
  
            The Company's long-term debt agreements include, among other
            things, restrictions as to the payment of cash dividends.  Under
            the most restrictive of these provisions, the Company is
            permitted to pay approximately $50.7 million of cash dividends at
            June 30, 1998.
  
            Capital Expenditures and Commitments
  
            Capital expenditures, which consist primarily of expenditures to
            expand and upgrade the Company's gas distribution systems, were
            $43.8 million for the nine-month period ended June 30, 1998 as
            compared with $35.9 million for the nine-month period ended June
            30, 1997. Capital expenditures are expected to be approximately
            $60 million for  fiscal 1998, as compared with a total of $52.3
            million in fiscal 1997.
  
            The Company owns or previously owned six former MGP sites in the
            Northern Division and ten MGP sites in the Southern Division. The
            Company, with the aid of environmental consultants, regularly
            assesses the potential future costs associated with conducting
            remedial actions, as well as the likelihood of whether such
            actions will be necessary. The Company records a reserve if it is
            probable that a liability will be incurred and the amount of the
            liability is reasonably estimable. Based on the Company's most
            recent assessment, the Company has recorded a total reserve for
            environmental investigation and remediation costs of
            approximately $34 million, which the Company expects it will
            expend in the next twenty years to remediate the Company's MGP
            sites. Of this reserve, approximately $30 million relates to
            Northern Division MGP sites and approximately $4 million relates
            to Southern Division MGP sites. However, the Company believes
            that it is possible that costs associated with conducting
            investigative activities and implementing remedial actions, if
            necessary, with respect to all of its MGP sites may exceed the
            approximately $34 million reserve by an amount that could range
            up to $24 million and be incurred during a future period of time
            that may range up to fifty years. Of this $24 million in possible
            future expenditures, approximately $12 million relates to the
            Northern Division MGP sites and approximately $12 million relates
            to the Southern Division MGP sites. As compared with the
            approximately $34 million reserve discussed above, the Company
            believes that it is less likely that this additional $24 million
            will be incurred and therefore has not recorded it on its books.
            The Company believes that all costs associated with the Northern
            Division MGP sites will be recoverable in rates or from insurance
            carriers. The Company is able to recover actual MGP expenses over
            a rolling seven-year period through its MGP Remediation
            Adjustment Clause (RAC). The NJBPU approved the Company's initial
            RAC rate filing on April 2, 1997 at which time the Company began
            recovery of approximately $3.1 million, which represents
            environmental costs incurred from inception through June 30,
            1996. On August 5, 1997, the Company submitted a second RAC rate
            filing to the NJBPU to recover an additional $0.5 million in
            environmental costs incurred from July 1, 1996 through June 30,
            1997. On January 23, 1998 the NJBPU issued an order approving an
            interim stipulation concerning rate recovery of costs incurred
            under the second RAC filing.  Final approval by the NJBPU on this
            matter is expected in the fourth quarter. With respect to costs
            which may be associated with the Southern Division MGP sites, the
            Company intends to pursue recovery from ratepayers, former owners
            and operators of the sites and from insurance carriers. However,
            the Company is not able at this time to express a belief as to
            whether any or all of these recovery efforts related to the
            Southern Division MGP sites will ultimately be successful.
  
            Certain of the Company's long-term contracts for the supply,
            storage and delivery of natural gas include fixed charges that
            amount to approximately $74 million annually. The Company
            currently recovers, and expects to continue to recover, such
            fixed charges through its purchased gas adjustment clauses. The
            Company also is committed to purchase, at market-related prices,
            minimum quantities of gas that, in the aggregate, are
            approximately 9 billion cubic feet per year or to pay certain
            costs in the event the minimum quantities are not taken. The
            Company expects that minimum demand on its systems for the
            duration of these contracts will continue to exceed these minimum
            purchase obligations.
  
            The Company is scheduled to repay $20 million of Medium-Term
            Notes in August 2002.
  
            Year 2000
  
            Many existing computer programs use only two digits to identify a
            year in the date field.  These programs were designed and
            developed without provision for the impact of the upcoming change
            in the century.  If not corrected, many computer applications
            could fail or create erroneous results which could result in an
            impact on NUI's operations and businesses and have a resulting
            adverse financial impact.  The Company has undertaken a systems
            readiness program to mitigate the risks associated with the Year
            2000 issue. This program was developed to identify any systems
            that are not presently Year 2000 compliant, and to replace or
            modify these systems.  In addition, the Company is working with
            its suppliers on this issue to gain assurance that they are
            taking appropriate steps to mitigate Year 2000 problems in their
            systems and systems they support.  The Company began this process
            in fiscal 1997 and anticipates completion during fiscal 1999,
            with a remaining estimated cost of approximately $2 million. 
            Although the Company is endeavoring to ensure that the Year 2000
            readiness program is comprehensive, it can make no assurance that
            the program will address all Year 2000 compliance issues in a
            timely manner.<PAGE>
  
  
                               PART II - OTHER INFORMATION
  
  
            Item 4.   Submission of Matters to a Vote of Security Holders
  
                 None
  
            Item 6.   Exhibits and Reports on Form 8-K
  
            (a)  Exhibits.
  
            Exhibit
              No.     Description of Exhibit                  Reference
  
  
             27  Financial Data Schedule                      Filed herewith
  
            (b)  Reports on Form 8-K
  
                 None <PAGE>
  
  
                                       SIGNATURES
  
  
  
            Pursuant to the  requirements of the  Securities Exchange Act  of
            1934, the Registrant has duly caused this report to be signed  on
            its behalf by the undersigned thereunto duly authorized.
  
  
                                                 NUI CORPORATION
  
                                                 JOHN KEAN, JR.
            August 14, 1998                      President and Chief
                                                 Executive Officer
  
                                                 A. MARK ABRAMOVIC
            August 14, 1998                      Senior Vice President and
                                                 Chief Financial Officer<PAGE>
  
  </TABLE>
metadata_filer: {"company-data": {"conformed-name": "NUI CORP", "cik": "0000070668", "assigned-sic": "4924", "irs-number": "221869941", "state-of-incorporation": "NJ", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "001-08353", "film-number": "98691268"}, "business-address": {"street1": "550 RTE 202-206", "street2": "BOX 760", "city": "BEDMINSTER", "state": "NJ", "zip": "07921-0760", "phone": "9087810500"}, "mail-address": {"street1": "550 ROUTE 202-206", "street2": "P.O. BOX 760", "city": "BEDMINSTER", "state": "NJ", "zip": "07921-0760"}, "former-company": {"former-conformed-name": "NATIONAL UTILITIES & INDUSTRIES CORP", "date-changed": "19830502"}}
text: UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                  WASHINGTON, DC 20549
                                        FORM 10-Q
  
            (Mark One)     
                X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934
  
            For the quarterly period ended June 30, 1998
                                           OR
                                 
                       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
  
            For the transition period from _______ to_________
  
            Commission File Number   1-8353
  
                                 NUI CORPORATION
                 (Exact name of registrant as specified in its charter)
  
                 New Jersey                      22-1869941
          (State of incorporation)      (IRS employer identification no.)
  
          550 Route 202-206, PO Box 760, Bedminster, New Jersey 07921-0760
              (Address of principal executive offices, including zip code)
  
                                     (908) 781-0500
                  (Registrant's telephone number, including area code)
  
            Indicate  by check mark  whether the registrant:  (1) has  filed
            all  reports required to be filed by Section 13 or 15(d)  of the
            Securities  Exchange Act of 1934 during the preceding  12 months
            (or for such shorter period that the registrant  was required to
            file  such reports),  and (2)  has been subject  to such  filing
            requirements for the past 90 days.       Yes     X     No
  
                          APPLICABLE ONLY TO CORPORATE ISSUERS:
  
            The number of shares outstanding of each of the registrant's
            classes of common stock, as of July 31, 1998: Common Stock, No
            Par Value: 12,677,087 shares outstanding.
  NUI Corporation and Subsidiaries
                      Consolidated Statement of Income (Unaudited)
                    (Dollars in thousands, except per share amounts)
  Three Months        Nine Months           Twelve Months
                                              Ended              Ended                  Ended
                                              June 30,           June 30,               June 30,
                                          1998       1997    1998       1997        1998    1997
  Operating Margins
      Operating revenues                $169,004    $125,175    $663,740    $481,120    $791,216    $559,372
        Less - Purchased gas and   
           fuel                          130,299      83,575     497,723     309,910     589,736     357,678
           Energy taxes                    2,551       5,895      17,075      29,830      20,843      33,593
                                         -------      ------     -------     -------     -------     -------
                                          36,154      35,705     148,942     141,380     180,637     168,101   
                                         -------     -------     -------     -------     -------     -------
    Other Operating Expenses
  
      Operations and maintenance          23,511      22,071      72,297      69,515      98,058      93,419
      Depreciation and
        amortization                       6,326       5,811      19,401      17,087      25,346      22,052
      Other taxes                          2,568       1,967       7,515       6,934       9,770       8,897
      Income taxes                          (221)        357      14,255      11,909      11,639       8,845
                                         -------     -------     -------     -------     -------     -------   
                                          32,184      30,206     113,468     105,445     144,813     133,213   
                                         -------     -------     -------     -------     -------     -------
  
    Operating Income                       3,970       5,499      35,474      35,935      35,824      34,888
                                         -------    --------     -------     -------     -------     -------
    Other Income and (Expense), Net
      Equity in earnings of TIC      
         Enterprises, LLC, net                42         562         150         562         922         562
         Other                               132         281       1,052       1,284       1,948       1,923
         Income taxes                        (61)       (295)       (421)       (646)     (1,005)       (891) 
                                         -------     -------     -------     -------     -------  
                                             113         548         781       1,200       1,865       1,594
                                         -------     -------     -------     -------     -------     -------
  
    Interest Expense                       4,515       4,682      14,203      13,684      19,439      18,034
                                         -------     -------     -------     -------     -------     ------- 
  
    Net Income (Loss)                   $   (432)   $  1,365    $ 22,052    $ 23,451    $ 18,250    $ 18,448
                                         =======     =======     =======     =======     =======     =======
  
   Net Income (Loss) Per Share of
       Common Stock                     $  (0.03)   $  (0.12)   $   1.76    $   2.10    $   1.49    $   1.66      
                                         =======     =======     =======     =======     =======     =======
   Dividends Per Share of        
       Common Stock                     $  0.245    $  0.235    $  0.735    $  0.705    $   0.97    $   0.93
                                         =======     =======     =======     =======     =======     =======
   Weighted Average Number of
    Shares of Common Stock
    Outstanding                       12,654,101  11,292,773  12,556,940  11,193,400   12,276,789  11,122,876
                                      ==========  ==========  ==========  ==========   ==========  ==========
  See the notes to the consolidated financial statements
  NUI Corporation and Subsidiaries
                             Consolidated Balance Sheet
                               (Dollars in thousands)
  June 30,    September 30,
                                                   1998           1997
                                                 (Unaudited)        (*)
  ASSETS
    Utility Plant
     Utility plant, at original cost              $722,540        $680,391
     Accumulated depreciation and amortization    (232,753)       (218,895)
     Unamortized plant acquisition adjustments      31,259          32,327
                                                   -------         -------
                                                   521,046         493,823
                                                   -------         -------
  
    Funds for Construction Held by Trustee          15,539          27,648
  
    Investment in TIC Enterprises, LLC, net         24,080          26,069
  
    Investments in Marketable Securities, 
      at market                                          -           2,570 
  
    Other Investments                                1,513             170
                                                   -------         -------
    Current Assets
      Cash and cash equivalents                        407          58,793
      Accounts receivable (less
        allowance for doubtful
        accounts of $2,318 as of both dates)        73,715          64,499
      Investments in marketable 
        securities, at market                           97           1,834
      Fuel inventories, at average cost             22,237          31,068
      Unrecovered purchased gas costs                4,667           9,602
      Prepayments and other                         40,730          22,953
                                                   -------         -------
                                                   141,853         188,749
                                                   -------         -------
    Other Assets
      Regulatory assets                             52,125          54,607
      Deferred charges and other                    10,476          10,029
                                                   -------         -------
                                                    62,601          64,636
                                                   -------         -------
                                                  $766,632        $803,665
                                                   =======         =======
    CAPITALIZATION AND LIABILITIES
    Capitalization
       Common shareholders' equity                $235,266        $218,291
       Preferred stock                                   -               -
       Long-term debt                              229,091         229,069
                                                   -------         -------
                                                   464,357         447,360
                                                   -------         -------
    Capital Lease Obligations                        8,615           9,679
                                                   -------         -------
    Current Liabilities
      Notes payable to banks                        59,466          54,428
      Current portion of long-term debt                  -          54,600
      Current portion of capital lease
        obligations                                  1,657           1,587
      Accounts payable, customer
        deposits and accrued liabilities            86,423          96,655
      Federal income and other taxes                10,816           4,049
                                                   -------         -------
                                                   158,362         211,319
                                                   -------         -------
    Deferred Credits and Other Liabilities
      Deferred Federal income taxes                 64,226          62,391
      Unamortized investment tax credits             5,835           6,171
      Environmental remediation reserve             33,981          33,981
      Regulatory and other liabilities              31,256          32,764
                                                   -------         -------
                                                   135,298         135,307
                                                   -------         -------
                                                  $766,632        $803,665
                                                   =======         =======
  *Derived from audited financial statements
               See the notes to the consolidated financial statements
  NUI Corporation and Subsidiaries
                  Consolidated Statement of Cash Flows (Unaudited)
                               (Dollars in thousands)
  Nine Months         Twelve Months
                                          Ended                Ended
                                         June 30,             June 30,
                                      1998     1997         1998     1997
  Operating Activities
     Net income                     $ 22,052   $23,451    $ 18,250  $ 18,448
     Adjustments to reconcile net
       income to net cash
       provided by operating
       activities:
         Depreciation and   
           amortization               20,154    18,340      25,854    24,257
         Deferred Federal
           income taxes                1,911     1,372       3,785     3,645
         Amortization of      
          deferred investment 
          tax credits                   (336)     (348)       (452)     (464)
         Other                           480     1,145         355     1,058
         Effect of changes in:
          Accounts receivable, net    (9,216)  (21,858)     (8,269)  (14,266)
          Fuel inventories             8,831     9,517      (2,563)   (3,522)
          Accounts payable,   
            deposits and accruals     (8,082)   10,997       9,054    14,174
          Over (under) 
            recovered purchased
            gas costs                  4,935       312       2,009    (6,154)
          Other                      (10,472)     (608)    (19,571    (5,141)
                                      ------    ------      ------    ------
       Net cash provided by                                  
       operating activities           30,257    42,320      28,452    32,035
  
     Financing Activities
     Proceeds from sales of
       common stock, net of 
       treasury stock purchased       3,782      4,030      27,956     3,833
     Dividends to shareholders       (9,252)    (7,886)    (11,941)  (10,334)
     Proceeds from issuance of
       long-term debt                     -          -      53,569         -
     Funds for construction held
       by trustee, net               13,115     13,635      18,264    15,818
     Repayments of long-term debt   (54,600)      (950)    (54,600)     (987)
     Principal payments under 
       capital lease obligations     (1,339)    (1,370)     (1,699)   (1,760
     Net short-term borrowings 
       (repayments)                   5,038      5,835      (1,264)   32,950
                                     ------     ------      ------    ------
        Net cash (used in)                                       
        provided by financing 
        activities                  (43,256)    13,294      30,285    39,520
                                     ------     ------      ------    ------
  
        Investing Activities
        Cash expenditures for
          utility plant             (43,408)   (35,923)    (58,851)  (49,896)
        Investment in TIC 
          Enterprises, LLC              (11)   (22,000)       (595)  (22,000)
        Other                        (1,968)       641        (952)   (1,834)
                                     ------     ------      ------    ------
        Net cash used in 
        investing activities        (45,387)   (57,282)    (60,398)  (73,730)
                                     ------     ------      ------    ------
        Net decrease in cash and  
        cash equivalents           $(58,386)   $(1,668)    $(1,661)  $(2,175)
                                    =======     ======      ======    ======
      Cash and Cash Equivalents
       At beginning of period      $ 58,793    $ 3,736     $ 2,068   $ 4,243
       At end of period            $    407    $ 2,068     $   407   $ 2,068
  
       Supplemental Disclosures 
       of Cash Flows
         Income taxes paid, net    $  5,262    $ 3,909     $ 6,361   $ 4,552
         Interest paid             $ 17,433     15,165      22,028    15,691
  See the notes to the consolidated financial statements.
  NUI Corporation and Subsidiaries
                     Notes to the Consolidated Financial Statements
  
            1.Basis of Presentation
  
            The consolidated financial statements include all operating
            divisions and subsidiaries of NUI Corporation (collectively
            referred to as the "Company"). The Company is a multi-state
            energy sales, services and distribution company.  It's utility
            operations distribute natural gas and provide related customer
            services in six states through its Northern and Southern
            divisions. The Northern Division operates in New Jersey as
            Elizabethtown Gas Company. The Southern Division operates in five
            states as City Gas Company of Florida, North Carolina Gas, Elkton
            Gas (Maryland), Valley Cities Gas (Pennsylvania) and Waverly Gas
            (New York).  The Company also provides retail gas sales and
            related services through its NUI Energy, Inc. subsidiary;
            wholesale energy brokerage and related services through its NUI
            Energy Brokers, Inc. subsidiary; customer information systems and
            services through its Utility Business Services, Inc. subsidiary;
            and sales and marketing outsourcing through its 49% equity
            interest in TIC Enterprises, LLC.
  
            The consolidated financial statements contained herein have been
            prepared without audit in accordance with the rules and
            regulations of the Securities and Exchange Commission and reflect
            all adjustments which, in the opinion of management, are
            necessary for a fair statement of the results for interim
            periods. All adjustments made were of a normal recurring nature.
            The preparation of financial statements in accordance with
            generally accepted accounting principles requires management to
            make estimates and assumptions that affect the reported amounts
            of assets and liabilities, the disclosure of contingent assets
            and liabilities at the date of the financial statements and the
            reported amounts of revenues and expenses during the reporting
            period. Actual results could differ from those estimates. The
            consolidated financial statements should be read in conjunction
            with the consolidated financial statements and the notes thereto
            that are included in the Company's Annual Report on Form 10-K for
            the fiscal year ended September 30, 1997. Certain
            reclassifications have been made to the prior year financial
            statements to conform with current year presentation.
  
            The Company is subject to regulation as an operating utility by
            the public utility commissions of the states in which it
            operates.  Because of the seasonal nature of gas utility
            operations, the results for interim periods are not necessarily
            indicative of the results for an entire year.
  
            2.Common Shareholders' Equity
  
            The components of common shareholders' equity were as follows
            (dollars in thousands):
  
                                                       June 30,   September 30,
                                                         1998         1997
  
            Common stock, no par value                $ 207,243    $ 201,549
            Shares held in treasury                      (1,695)      (1,615)
            Retained earnings                            32,102       19,260
            Unrealized gain on marketable securities          -          120
            Unearned employee compensation               (2,384)      (1,023)
                                                       --------     --------
            Total common shareholders' equity         $ 235,266    $ 218,291
                                                       ========     ========
  
            3.Restructuring 
  
            On June 4, 1998, the Company announced a reorganization plan to
            better position itself in an increasingly competitive
            environment.   The reorganization plan also included an early
            retirement program, which was accepted by 73 of the 77 eligible
            employees.  In accordance with Statement of Financial Accounting
            Standards No.  88, "Employers' Accounting for Settlements and
            Curtailments of Defined Benefit Pension Plans and for Termination
            Benefits", the Company will record a special termination charge
            associated with these retirements in the fourth quarter of fiscal
            1998.  In addition, as a result of the reorganization effort, the
            Company has displaced some of its existing employees.  While the
            cost of the reorganization effort has not yet been finalized, it
            is estimated to be $10 to $12 million and will be recorded in the
            fourth quarter of fiscal 1998.
  
            4.New Accounting Standards
  
            In June 1998, the Financial Accounting Standards Board issued
            Statement of Financial Accounting Standards No. 133 "Accounting
            for Derivative Instruments and Hedging Activities" (SFAS 133).  
            This statement establishes accounting and reporting standards
            regarding derivative instruments.   SFAS 133 requires that all
            derivative instruments be recorded on the balance sheet at their
            fair value as either an asset or liability, and that changes in
            the fair value be recognized currently in earnings unless certain
            criteria are met. 
  
            SFAS 133 is effective for fiscal years beginning after June  15,
            1999.  At this time, the Company has elected not to adopt SFAS
            133 prior to its effective date.  While the impact of adopting
            SFAS 133 has not yet been quantified, due to it's nature, there
            could be an impact on earnings when adopted. 
  
            During the first quarter of fiscal 1998, the Company adopted
            Statement of Financial Accounting Standards No. 128, "Earnings
            per Share" (SFAS  128). This statement superseded Accounting
            Principles Board Opinion No. 15, "Earnings per Share" and
            simplifies the computation of earnings per share.  The adoption
            of SFAS 128 did not have an effect on the Company's calculation
            of earnings per share.
  
            5.Contingencies
  
            Environmental Matters.  The Company is subject to federal and
            state laws with respect to water, air quality, solid waste
            disposal and employee health and safety matters, and to
            environmental regulations issued by the United States
            Environmental Protection Agency (EPA), the New Jersey Department
            of Environmental Protection (NJDEP) and other federal and state
            agencies.
  
            The Company owns, or  previously  owned, certain  properties  on
            which manufactured gas plants (MGP) were operated by the  Company
            or by other parties in the past. Coal tar residues are present on
            the six MGP sites located in  the Northern Division. The  Company
            has reported the presence  of the six MGP  sites to the EPA,  the
            NJDEP and the New  Jersey Board of  Public Utilities (NJBPU).  In
            1991, the NJDEP issued an Administrative Consent Order for an MGP
            site located at  South Street in  Elizabeth, New Jersey,  wherein
            the Company agreed  to conduct  a remedial  investigation and  to
            design and implement a  remediation plan. In  1992 and 1993,  the
            Company entered into a Memorandum of Agreement with the NJDEP for
            each of the other five Northern  Division MGP sites. Pursuant  to
            the terms and conditions of the Administrative Consent Order  and
            the Memoranda of  Agreement, the Company  is conducting  remedial
            activities at all six sites with oversight from the NJDEP.
  
            The Southern Division owned ten former MGP facilities, only three
            of which it currently owns. The  former MGP sites are located  in
            the states of North  Carolina, South Carolina, Pennsylvania,  New
            York and  Maryland  (the  "Southern  Division  MGP  sites").  The
            Company has joined  with other North  Carolina utilities to  form
            the  North  Carolina  Manufactured  Gas  Plant  Group  (the  "MGP
            Group").  The  MGP  Group  has  entered  into  a  Memorandum   of
            Understanding with the North Carolina Department of  Environment,
            Health and  Natural  Resources  (NCDEHNR) to  develop  a  uniform
            program and framework  for the investigation  and remediation  of
            MGP sites  in North  Carolina.  The Memorandum  of  Understanding
            contemplates that  the actual  investigation and  remediation  of
            specific sites  will  be  addressed  pursuant  to  Administrative
            Consent Orders between the  NCDEHNR and the responsible  parties.
            The NCDEHNR has recently sought the investigation and remediation
            of sites owned by members of  the MGP Group and has entered  into
            Administrative Consent Orders with respect  to four such sites.  
            None of these four sites are  currently or were previously  owned
            by the Company.
  
            The Company, with the aid of environmental consultants, regularly
            assesses the potential  future costs  associated with  conducting
            investigative activities  at  each  of the  Company's  sites  and
            implementing  appropriate  remedial  actions,  as  well  as   the
            likelihood of whether such actions will be necessary. The Company
            records a reserve  if it  is probable  that a  liability will  be
            incurred and the amount of the liability is reasonably estimable.
            Based on the most recent assessment,  the Company has recorded  a
            total reserve  for  environmental investigation  and  remediation
            costs of approximately $34 million, which the Company expects  to
            expend during  the  next twenty  years.  The reserve  is  net  of
            approximately $4 million which will be borne by a prior owner and
            operator of two of the Northern Division sites in accordance with
            a  cost  sharing  agreement.  Of  this  approximate  $34  million
            reserve, approximately $30 million  relates to Northern  Division
            MGP sites  and  approximately  $4  million  relates  to  Southern
            Division MGP  sites. However,  the Company  believes that  it  is
            possible that  costs  associated  with  conducting  investigative
            activities and  implementing remedial  activities, if  necessary,
            with respect to all of its MGP sites may exceed the approximately
            $34 million  reserve by  an amount  that could  range up  to  $24
            million and be incurred during a  future period of time that  may
            range up  to  fifty years.  Of  this $24  million  in  additional
            possible future expenditures,  approximately $12 million  relates
            to the Northern Division MGP sites and approximately $12  million
            relates to the Southern Division MGP sites. As compared with  the
            approximately $34 million  reserve discussed  above, the  Company
            believes that it is less likely that this additional $24  million
            will be incurred and therefore has not recorded it on its books.
  
            The  Company's  prudently  incurred  remediation  costs  for  the
            Northern Division MGP sites have been authorized by the NJBPU  to
            be recoverable in rates.  The most recent base rate order for the
            Northern Division permits  the Company to  utilize full  deferred
            accounting for expenditures related to MGP sites. The order  also
            provides for the  recovery of  $130,000 annually  of MGP  related
            expenditures incurred prior to  the rate order. Accordingly,  the
            Company has  recorded a  regulatory  asset of  approximately  $34
            million as of June  30, 1998, reflecting  the future recovery  of
            environmental remediation  liabilities  related to  the  Northern
            Division MGP sites.  The Company is  able to  recover actual  MGP
            expenses over  a  rolling  seven  year  period  through  its  MGP
            Remediation Adjustment  Clause  (RAC).  The  NJBPU  approved  the
            Company's initial RAC rate filing on April 2, 1997 at which  time
            the Company began recovery  of approximately $3.1 million,  which
            represents environmental  costs incurred  from inception  through
            June 30, 1996. On August 5, 1997, the Company submitted a  second
            RAC rate  filing  to the  NJBPU  to recover  an  additional  $0.5
            million in environmental costs incurred from July 1, 1996 through
            June 30, 1997.   On January  23, 1998 the  NJBPU issued an  order
            approving an  interim  stipulation concerning  rate  recovery  of
            costs incurred under the  second RAC filing.   Final approval  by
            the NJBPU on this matter is  expected in the fourth quarter.  The
            Company has also been successful in  recovering a portion of  MGP
            remediation costs  incurred for  the Northern  Division from  the
            Company's insurance carriers and  continues to pursue  additional
            recovery.  With  respect to  costs associated  with the  Southern
            Division MGP sites, the Company  intends to pursue recovery  from
            ratepayers, former owners and operators, and insurance  carriers,
            although the  Company is  not  able to  express  a belief  as  to
            whether any or all of these recovery efforts will be  successful.
            The Company is working with the regulatory agencies to  prudently
            manage its MGP costs so as  to mitigate the impact of such  costs
            on both ratepayers and shareholders.
  
            Other. The Company is involved  in various claims and  litigation
            incidental to its business. In the opinion of management, none of
            these claims and litigation will  have a material adverse  effect
            on  the  Company's  results   of  operations  or  its   financial
            condition.
  NUI Corporation and Subsidiaries
                           Summary Consolidated Operating Data
  Three Months         Nine Months         Twelve Months
                                           Ended              Ended                Ended
                                          June 30,           June 30,             June 30,
  1998      1997       1998      1997      1998      1997
   Operating Revenues (Dollars
    in thousands)
       Firm Sales:
             Residential              $34,553   $41,064   $174,977  $177,769  $198,965  $199,172
             Commercia l               14,399    20,623     81,097    92,849    94,482   105,995
             Industrial                 4,253     4,476     15,751    18,456    20,558    23,268
       Interruptible Sales              9,983    11,224     36,023    41,946    49,921    54,329
       Unregulated Sales               93,078    36,801    316,281   116,937   377,225   134,473
       Transportation Services          8,177     7,097     26,502    21,996    33,123    27,432
       Customer Service, Appliance                                                
       Leasing and Other                4,561     3,890     13,109    11,167    16,942    14,703
                                       ------    ------    -------   -------   -------   -------
                                     $169,004   $125,175  $663,740  $481,120  $791,216  $559,372
                                      =======    =======   =======   =======   =======   =======
       Gas Sold or Transported
       (MMcf)
       Firm Sales:
             Residential                3,377     3,922     19,848    20,968    21,836    23,163
             Commercial                 1,828     2,445     10,686    12,617    12,323    14,523
             Industrial                 1,007     1,086      3,450     3,798     4,471     4,835
       Interruptible Sales              3,090     3,508      9,944    10,942    14,076    14,701
       Unregulated Sales               38,836    17,102    120,695    41,407   142,107    47,852
       Transportation Services          6,716     6,645     23,702    21,461    30,535    28,183
                                      -------   -------    -------   -------   -------   -------
                                       54,854    34,708    188,325   111,193   225,348    133,257
                                      =======   =======    =======   =======   =======   =======
       Average  Utility Customers
       Served
       Firm:
             Residential              339,146   335,884    38,848    335,892   337,849   334,697
             Commercial                23,257    24,386    23,525     24,430    23,633    24,314
             Industrial                   276       299       278        310       282       317
       Interruptible                      105       120       111        122       113       117
       Transportation Services          3,373     1,546     2,909      1,381     2,606     1,253
                                      -------   -------    ------    -------   -------   ------- 
                                      366,157   362,235   365,671    362,135   364,483   360,698
                                      =======   =======   =======    =======   =======   =======
       Degree Days in New Jersey
             Actual                      476        656     4,339      4,899     4,394     4,945
             Normal                      575        538     5,207      4,936     5,249     4,978
             Percentage variance         17%        22%       17%         1%       16%        1%
               from normal            warmer     colder    warmer     warmer    warmer    warmer
  
       Employees (period end)                                                    1,166     1,121
  
       Ratio of Earnings to Fixed                                                 
         Charges (Twelve months    
         only)                                                                    2.13     2.20
  NUI Corporation and Subsidiaries
               Management's Discussion and Analysis of Financial Condition
                                and Results of Operations
  
            The following discussion and analysis refers to NUI Corporation
            and all of its operating divisions and subsidiaries (collectively
            referred to as the "Company"). The Company is a multi-state
            energy sales, services and distribution company.  Its utility
            operations distribute natural gas in six states through its
            Northern and Southern divisions. The Northern Division operates
            in New Jersey as Elizabethtown Gas Company. The Southern Division
            operates in five states as City Gas Company of Florida, North
            Carolina Gas, Elkton Gas (Maryland), Valley Cities Gas
            (Pennsylvania) and Waverly Gas (New York). The Company also
            provides retail gas sales and related services through its NUI
            Energy, Inc. subsidiary ("Energy"); wholesale energy brokerage
            and related services through its NUI Energy Brokers, Inc.
            subsidiary; customer information systems and services through its
            Utility Business Services, Inc. subsidiary ("UBS"); and sales and
            marketing outsourcing through its 49% equity interest in TIC
            Enterprises, LLC ("TIC"). Because of the seasonal nature of gas
            utility operations, the results for interim periods are not
            necessarily indicative of the results for an entire year.
  
            Results of Operations
  
            The results for the 1998 periods as compared to the 1997 periods
            reflect changes in the New Jersey tax law which resulted in
            variations in certain line items on the consolidated statement of
            income (see "Regulatory Matters").  Effective January 1, 1998,
            New Jersey Gross Receipts and Franchise Taxes (GRAFT) were
            replaced by a combination of a New Jersey Sales and Use Tax (NJ
            Sales Tax), a New Jersey Corporate Business Tax (NJ CBT) and a
            temporary Transitional Energy Facility Assessment (NJ TEFA).  In
            prior periods, GRAFT was recorded as a single line item in the
            reduction of operating margins.  Effective January 1, 1998, NJ
            TEFA is recorded in the energy taxes line item as a reduction of
            operating margins, NJ CBT is recorded in the income taxes line
            item and NJ Sales Tax is recorded as a reduction of operating
            revenues.  The legislation was designed to be net income neutral
            over a twelve-month period. However, for the three and nine-month
            periods ending June 30, 1998, the effect of the three new taxes
            as compared to the 1997 periods had the effect of reducing
            operating revenues by approximately $2.8 and $8.6 million,
            reducing energy taxes by approximately $3.3 and $10.3 million and
            increasing income tax expense by approximately $0.1 and $2.5
            million, respectively.  The net effect of the change in the tax
            law increased net income by approximately $0.3 million, or $.02
            per share, in the three-month period ended June 30, 1998, and
            decreased net income by $0.5 million, or $.04 per share, for the
            nine-month period ended June 30, 1998, as compared to the prior
            year periods.  The net effect of the change for the twelve-month
            period ending June 30, 1998 was equal to the effect of the change
            on nine-month period.
  
            Three-Month Periods Ended June 30, 1998 and 1997
  
            Net Income (Loss).  Net loss for the three-month period ended
            June 30, 1998 was $0.4 million, or $0.03 per share, as compared
            with net income of $1.4 million, or $0.12 per share, for the
            three-month period ended June 30, 1997.  The decrease in the
            current period was primarily the result of higher operations and
            maintenance, depreciation, other taxes, and lower other income,
            partially offset by slightly higher margins.
  
            Operating Revenues and Operating Margins. The Company's operating
            revenues include amounts billed for the cost of purchased gas
            pursuant to purchased gas adjustment clauses. Such clauses enable
            the Company to pass through to its customers, via periodic
            adjustments to customers' bills, increased or decreased costs
            incurred by the Company for purchased gas without affecting
            operating margins. Since the Company's utility operations do not
            earn a profit on the gas commodity element of its revenues, the
            Company's level of operating revenues is not necessarily
            indicative of financial performance. The Company's operating
            revenues increased by $43.8 million, or 35%, for the three-month
            period ended June 30, 1998 as compared with the three-month
            period ended June 30, 1997, principally due to an increase of
            approximately $56.3 million in unregulated revenues due to
            greater activity.  This increase was partially offset by a
            decrease in the Company's utility operations primarily resulting
            from the effect of warmer weather in the 1998 period in all of
            the Company's service territories, mainly in New Jersey where it
            was 17% warmer than normal. Additionally, utility revenues
            decreased as a result of the tax law changes described above.
  
            The Company's operating margins increased by $0.4 million, or 1%,
            for the three-month period ended June 30, 1998 as compared with
            the three-month period ended June 30, 1997. The Company's utility
            distribution margins reflected a decrease of approximately $0.1
            million as increases due to customer growth, higher Energy
            Conservation Program rates in Florida and the effect of the
            change in the New Jersey tax law described above were offset by
            warmer weather in all of the Company's service territories. The
            Company's customer service operations increased by approximately
            $0.6 million as a result of customer additions by UBS, as well as
            increased equipment repair and contract service in New Jersey. 
            Operating margins from the Company's energy sales and service
            operations showed a slight decrease mainly as a result of lower
            gas trading profits.
  
            Other Operating Expenses. Operations and maintenance expenses
            increased by approximately $1.4 million, or 7%, for the three-
            month period ended June 30, 1998 as compared with the three-month
            period ended June 30, 1997.  The increase was primarily as a
            result of higher expenses primarily relating to investments in
            the Company's unregulated operations, as well as the reversal of
            certain reserves in the prior year period which management
            determined to be no longer required. These increases were
            partially offset by a higher pension credit due to the investment
            performance of pension plan assets.
  
            Depreciation and amortization expense increased by approximately
            $0.5 million primarily due to additional plant in service. 
  
            Income tax expense decreased by approximately $0.6 million as
            lower pre-tax income was partially offset by the change in the
            New Jersey tax law described above.
  Other Income and (Expense), Net.  Other income and expense, net
            decreased approximately $0.4 million for the three-month period
            ended June 30, 1998 as compared with the three-month period ended
            June 30, 1997, primarily due to lower net equity earnings from
            TIC, as the prior year reflected equity in TIC since the
            effective acquisition date of January 1, 1997.  Additionally, the
            prior year reflected higher dividend income related to more
            marketable equity securities held, and a gain on the sale of
            leased property.
  
            Interest Expense. Interest expense decreased by approximately
            $0.2 million for the three-month period ended June 30, 1998 as
            compared with the three-month period ended June 30, 1997. The
            decrease was primarily due to lower average short-term borrowings
            and lower average interest rates on long-term debt due to the
            refinancing of bonds in October 1997.  These decreases were
            partially offset by drawdowns of construction funds which have
            the effect of lowering interest income on the funds held by the
            trustee.
  
            Nine-Month Periods Ended June 30, 1998 and 1997
  
            Net Income.  Net income for the nine-month period ended June 30,
            1998 was $22.1 million, or $1.76 per share, as compared with net
            income of $23.5 million, or $2.10 per share, for the nine-month
            period ended June 30, 1997. The decrease in the current period
            was primarily due to higher operations and maintenance,
            depreciation and interest expenses, and the effect on 1998
            results of the New Jersey tax law changes described above.  These
            increases were partially offset by higher margins.
  
            Net income per share in the current period was affected by the
            increased number of outstanding shares of common stock over the
            prior period, principally reflecting the Company's issuance of
            1.0 million additional shares in September 1997.
  
            Operating Revenues and Operating Margins. The Company's operating
            revenues increased by $182.6 million, or 38%, for the nine-month
            period ended June 30, 1998 as compared with the nine-month period
            ended June 30, 1997. The increase was principally due to an
            increase of unregulated sales of approximately $199.3 million due
            to greater activity in these operations, customer growth and
            increased customer service and appliance leasing revenues. These
            increases were partially offset by the effect of warmer weather
            in the 1998 period in all of the Company's service territories,
            primarily in New Jersey where it was 17% warmer than normal, as
            well as the effect of the tax law changes described above.
  
            The Company's operating margins increased by $7.6 million, or 5%,
            for the nine-month period ended June 30, 1998 as compared with
            the nine-month period ended June 30, 1997. The increase was
            primarily attributable to an increase of $6.1 million in the
            Company's utility distribution operations as a result of customer
            growth in all territories, the effects of changes in the New
            Jersey tax law described above, and an additional $1.5 million
            due to the effect of a change in the calculation of the New
            Jersey weather normalization clause.  These increases were
            partially offset by the effect of warmer weather in all of the
            Company's service territories, primarily in New Jersey where it
            was 17% warmer than normal.  On October 22, 1997, the New Jersey
            Board of Public Utilities (NJBPU) approved the Company's petition
            to revise its weather normalization clause to reflect an increase
            in the level of degree days used to determine margin revenue
            differences associated with variations between actual degree days
            within the months of October through April and the degree days
            that underlie the Company's base rates.  The adjustment was
            necessitated by a change in instrumentation used to measure
            temperatures in the Company's service territory.  The changes in
            the weather normalization clause calculation were effective
            October 1, 1996, but were not recorded by the Company until the
            fourth quarter of fiscal 1997.  Operating margins increased in
            the customer service operations by approximately $1.9 million due
            to the effect of an increase in the appliance leasing rates in
            Florida, customer additions by UBS and increased customer service
            activity in New Jersey. Operating margins from the Company's
            unregulated operations decreased by approximately $0.1 million
            primarily due to lower gas trading profits.  The Company has
            weather normalization clauses in its New Jersey and North
            Carolina tariffs which are designed to help stabilize the
            Company's results by increasing amounts charged to customers when
            weather has been warmer than normal and by decreasing amounts
            charged when weather has been colder than normal. As a result of
            weather normalization clauses, operating margins were
            approximately $5.6 million and $0.7 million higher in the 1998
            and 1997 periods, respectively, than they would have been without
            such clauses.
  
            Other Operating Expenses. Operations and maintenance expenses
            increased by approximately $2.8 million, or 4%, for the nine-
            month period ended June 30, 1998 as compared with the nine-month
            period ended June 30, 1998. The increase was primarily the result
            of higher expenses associated with the continued growth of the
            Company's unregulated operations plus the reversal of certain
            reserves in the prior year which management determined were no
            longer required.  These increases were partially offset by a
            higher pension credit due to the investment performance of
            pension plan assets.
  
            Depreciation and amortization increased approximately $2.3
            million over the prior year period primarily due to additional
            plant in service. 
  
            Income tax expense increased by approximately $2.3 million as a
            result of the change in the New Jersey tax law described above,
            partially offset by lower pre-tax income.
  
            Other Income and (Expense), Net.  Other income and expense, net
            decreased approximately $0.4 million for the nine-month period
            ended June 30, 1998 as compared with the nine-month period ended
            June 30, 1997. The decrease was primarily due to lower results
            from TIC in the current year as a result of start-up costs
            related to the addition of new vendor partnerships.
  
            Interest Expense.  Interest expense increased by approximately
            $0.5 million for the nine-month period ended June 30, 1998 as
            compared with the nine-month period ended June 30, 1997. The
            increase was primarily due to higher average long-term borrowings
            as a result of the drawdown of funds for construction
            expenditures, partially offset by lower average rates on long-
            term debt due to the refinancing of bonds in October 1997. 
            Drawdowns of construction funds have the effect of lowering
            interest income on the funds held by the trustee.
  
            Twelve-Month Periods Ended June 30, 1998 and 1997  
  
            Net Income. Net income for the twelve-month period ended June 30,
            1998 was $18.3 million, or $1.49 per share, as compared with
            $18.4 million, or $1.66 per share, for the twelve-month period
            ended June 30, 1997. The decrease in the current period was
            primarily due to higher operations and maintenance, depreciation
            and interest expenses, and the effect of the changes in the New
            Jersey tax law described above.  These variances were partially
            offset by higher operating margins.
  
            Net income per share for the twelve-month period ended June 30,
            1998 as compared to the twelve-month period ended June 30, 1997
            was affected by the increased number of outstanding shares of
            common stock reflecting the Company's issuances of 1.0 million
            additional shares in September 1997 and 1.8 million additional
            shares in May 1996.
  
            Operating Revenues and Operating Margins. The Company's operating
            revenues for the twelve-month period ended June 30, 1998
            increased approximately $231.8 million, or 41%, as compared with
            the twelve-month period ended June 30, 1997. The increase was
            primarily due to an increase in sales by the Company's
            unregulated operations of approximately $242.8 million, and
            increased customer service and appliance leasing revenues.  These
            increases were partially offset by warmer weather in the current
            period in all of the Company's service territories, as well as
            the effect of the changes in the New Jersey tax law described
            above.
  
            The Company's operating margins increased by $12.5 million, or
            7%, for the twelve-month period ended June 30, 1998 as compared
            with the twelve-month period ended June 30, 1997.  The increase
            reflects approximately $9.2 million of additional margins
            generated by the Company's utility distribution operations,
            approximately $2.5 million of additional margins generated by the
            Company's customer service and appliance leasing operations, and
            approximately $2.1 million of additional margins generated by the
            Company's unregulated operations. The increase in the Company's
            utility distribution operations was primarily due to customer
            growth, changes in the New Jersey tax law described above and the
            change in the calculation of the weather normalization clause in
            New Jersey.  The increase in the customer service and appliance
            leasing operations was primarily due to the an increase in
            leasing rates in Florida, customer additions by UBS, and
            increased customer service activity in New Jersey. The increase
            in the unregulated operations was primarily due to increased
            activity as well as favorable market conditions in the quarter
            ended September 30, 1997.  As a result of weather normalization
            clauses, operating margins were approximately $5.6  million and
            $0.7 million more in the 1998 and 1997 periods, respectively,
            than they would have been without such clauses.
  
            Other Operating Expenses. Operations and maintenance expenses
            increased approximately $4.6 million, or 5%, for the twelve-month
            period ended June 30, 1998 as compared with the twelve-month
            period ended June 30, 1997. The increase was primarily the result
            of higher expenses related to the continued growth of the
            Company's unregulated operations, and the reversal of certain
            reserves in the prior year period that management determined were
            no longer required.  These increases were partially offset by a
            higher pension credit due to the investment performance of
            pension plan assets.
  
            Depreciation and amortization expense increased by approximately
            $3.3 million over the prior year period primarily as a result of
            additional plant in service. 
  
            Income taxes increased by approximately $2.8 million over the
            prior year period due primarily to the changes in the New Jersey
            tax law described above.
  
            Interest Expense.  Interest expense increased by $1.4 million for
            the 1998 period as compared with the 1997 period. The increase
            was primarily due to the higher average long-term borrowings as a
            result of the drawdown of funds for construction expenditures,
            partially offset by lower average rates on long-term debt due to
            the refinancing of bonds in October 1997.  Drawdowns of
            construction funds have the effect of lowering interest income on
            the funds held by the trustee.
  
            Regulatory Matters
  
            In July 1997, the State of New Jersey enacted legislation that
            eliminated the gross receipts and franchise taxes effective
            January 1, 1998. These taxes were replaced with a 6% sales tax on
            sales of electricity and natural gas, a corporate business tax
            currently paid by all corporations in the State, and the NJ TEFA.
            The legislation was intended, in part, to provide comparability
            between utilities that paid gross receipts and franchise taxes
            and non-utility energy companies that did not. A key objective of
            this legislation was to maintain energy tax revenue neutrality in
            1998.  The NJ TEFA tax is scheduled to be phased out at a rate of
            approximately 20% per year starting in 1999. These tax changes
            are designed to have no effect on the Company's net income over a
            twelve-month period or on overall rates charged to customers,
            until the NJ TEFA reductions occur, and should not have a
            material effect on working capital. The Company paid
            approximately $25 million of gross receipts and franchise taxes
            to the State in 1997.  See "Results of Operations" for a
            discussion of the effect of the new taxes in the 1998 periods.
  
            On November 20, 1997, the Northern Division amended its July 31,
            1997 proposal filed with the NJBPU to increase its annual
            purchased gas adjustment revenues by approximately $14.7 million
            and change the way it recovers gas supply costs from its
            different classes of customers. On January 23, 1998 the NJBPU
            issued an order approving an interim stipulation of the parties
            concerning a number of the Company's rates, including rates
            charged under the purchased gas adjustment clause.  The interim
            stipulation also provided that the Company was required to
            propose a timetable for resolving issues related to offering
            transportation services to all customers, and the continuation of
            the Company's role as merchant and supplier of last resort. A
            final order by the NJBPU on the Company's amended proposal is
            expected in the fourth quarter.
  Financing Activities and Resources
  
            The Company had net cash provided by operating activities of
            $30.3 million for the nine-month period ended June 30, 1998 as
            compared with $42.3 million for the nine-month period ended
            June 30, 1997. The decrease was primarily due to more timely
            payments of accounts payable and accruals in the current year,
            partially offset by better collections on receivables and
            additional collections of gas costs under the Company's purchased
            gas adjustment clauses.  For the twelve-month period ended June
            30, 1998, the Company had net cash provided by operating
            activities of $28.5 million as compared with $32.0 million for
            the twelve-month period ended June 30, 1997.  The decrease was
            primarily due to the same reasons described for the nine-month
            period.
  
            Because the Company's business is highly seasonal, short-term
            debt is used to meet seasonal working capital requirements. The
            Company also borrows under its bank lines of credit to finance
            portions of its capital expenditures, pending refinancing through
            the issuance of equity or long-term indebtedness at a later date
            depending upon prevailing market conditions.
  
            Short-Term Debt. The weighted average daily amounts outstanding
            of notes payable to banks and the weighted average interest rates
            on those amounts were $63.4 million at 5.8% for the nine-month
            period ended June 30, 1998 and $64.4 million at 5.3% for the
            nine-month period ended June 30, 1997.  At June 30, 1998, the
            Company had outstanding notes payable to banks amounting to $59.5
            million and available unused lines of credit amounting to
            $86.5 million.
  
            Long-Term Debt and Funds for Construction Held by Trustee. In
            November 1994, the Company filed a shelf registration statement
            with the Securities and Exchange Commission for an aggregate of
            up to $100 million of debt and equity securities. As of June 30,
            1998, the Company has issued $70 million of Medium-Term Notes
            subject to the shelf registration statement. While the Company
            has no present intention to issue additional securities subject
            to the shelf registration, such securities may be issued from
            time to time, depending upon the Company's needs and prevailing
            market conditions.
  
            The Company deposits in trust the unexpended portion of the net
            proceeds from its Gas Facilities Revenue Bonds until drawn upon
            for eligible expenditures. As of June 30, 1998, the total
            unexpended portions of all of the Company's Gas Facilities
            Revenue Bonds were $10.7 million and are classified on the
            Company's consolidated balance sheet, including interest earned
            thereon, as funds for construction held by trustee.
  
            The Company prepaid $54.6 million of its Gas Facilities Revenue
            Bonds in October 1997 with proceeds received in fiscal 1997 from
            a new bond issuance.
  
            Common Stock. The Company periodically issues shares of common
            stock in connection with NUI Direct, the Company's dividend
            reinvestment plan, and other employee benefit plans. The proceeds
            from such issuances amounted to approximately $3.9 and $4.0
            million for the nine-month periods ended June 30, 1998 and 1997,
            respectively, and were used primarily to reduce outstanding
            short-term debt.  Effective May 26, 1998 several of these plans
            commenced purchasing shares on the open market to fulfill the
            plans' requirements.  Under the terms of these plans, the Company
            may periodically change the method of purchasing from open market
            purchases to purchases directly from the Company, or vice versa.
  
            Dividends.  On November 6, 1997, the Company increased its
            quarterly dividend to $0.245 per share of common stock.  The
            previous quarterly rate was $0.235 per share of common stock.
  
            The Company's long-term debt agreements include, among other
            things, restrictions as to the payment of cash dividends.  Under
            the most restrictive of these provisions, the Company is
            permitted to pay approximately $50.7 million of cash dividends at
            June 30, 1998.
  
            Capital Expenditures and Commitments
  
            Capital expenditures, which consist primarily of expenditures to
            expand and upgrade the Company's gas distribution systems, were
            $43.8 million for the nine-month period ended June 30, 1998 as
            compared with $35.9 million for the nine-month period ended June
            30, 1997. Capital expenditures are expected to be approximately
            $60 million for  fiscal 1998, as compared with a total of $52.3
            million in fiscal 1997.
  
            The Company owns or previously owned six former MGP sites in the
            Northern Division and ten MGP sites in the Southern Division. The
            Company, with the aid of environmental consultants, regularly
            assesses the potential future costs associated with conducting
            remedial actions, as well as the likelihood of whether such
            actions will be necessary. The Company records a reserve if it is
            probable that a liability will be incurred and the amount of the
            liability is reasonably estimable. Based on the Company's most
            recent assessment, the Company has recorded a total reserve for
            environmental investigation and remediation costs of
            approximately $34 million, which the Company expects it will
            expend in the next twenty years to remediate the Company's MGP
            sites. Of this reserve, approximately $30 million relates to
            Northern Division MGP sites and approximately $4 million relates
            to Southern Division MGP sites. However, the Company believes
            that it is possible that costs associated with conducting
            investigative activities and implementing remedial actions, if
            necessary, with respect to all of its MGP sites may exceed the
            approximately $34 million reserve by an amount that could range
            up to $24 million and be incurred during a future period of time
            that may range up to fifty years. Of this $24 million in possible
            future expenditures, approximately $12 million relates to the
            Northern Division MGP sites and approximately $12 million relates
            to the Southern Division MGP sites. As compared with the
            approximately $34 million reserve discussed above, the Company
            believes that it is less likely that this additional $24 million
            will be incurred and therefore has not recorded it on its books.
            The Company believes that all costs associated with the Northern
            Division MGP sites will be recoverable in rates or from insurance
            carriers. The Company is able to recover actual MGP expenses over
            a rolling seven-year period through its MGP Remediation
            Adjustment Clause (RAC). The NJBPU approved the Company's initial
            RAC rate filing on April 2, 1997 at which time the Company began
            recovery of approximately $3.1 million, which represents
            environmental costs incurred from inception through June 30,
            1996. On August 5, 1997, the Company submitted a second RAC rate
            filing to the NJBPU to recover an additional $0.5 million in
            environmental costs incurred from July 1, 1996 through June 30,
            1997. On January 23, 1998 the NJBPU issued an order approving an
            interim stipulation concerning rate recovery of costs incurred
            under the second RAC filing.  Final approval by the NJBPU on this
            matter is expected in the fourth quarter. With respect to costs
            which may be associated with the Southern Division MGP sites, the
            Company intends to pursue recovery from ratepayers, former owners
            and operators of the sites and from insurance carriers. However,
            the Company is not able at this time to express a belief as to
            whether any or all of these recovery efforts related to the
            Southern Division MGP sites will ultimately be successful.
  
            Certain of the Company's long-term contracts for the supply,
            storage and delivery of natural gas include fixed charges that
            amount to approximately $74 million annually. The Company
            currently recovers, and expects to continue to recover, such
            fixed charges through its purchased gas adjustment clauses. The
            Company also is committed to purchase, at market-related prices,
            minimum quantities of gas that, in the aggregate, are
            approximately 9 billion cubic feet per year or to pay certain
            costs in the event the minimum quantities are not taken. The
            Company expects that minimum demand on its systems for the
            duration of these contracts will continue to exceed these minimum
            purchase obligations.
  
            The Company is scheduled to repay $20 million of Medium-Term
            Notes in August 2002.
  
            Year 2000
  
            Many existing computer programs use only two digits to identify a
            year in the date field.  These programs were designed and
            developed without provision for the impact of the upcoming change
            in the century.  If not corrected, many computer applications
            could fail or create erroneous results which could result in an
            impact on NUI's operations and businesses and have a resulting
            adverse financial impact.  The Company has undertaken a systems
            readiness program to mitigate the risks associated with the Year
            2000 issue. This program was developed to identify any systems
            that are not presently Year 2000 compliant, and to replace or
            modify these systems.  In addition, the Company is working with
            its suppliers on this issue to gain assurance that they are
            taking appropriate steps to mitigate Year 2000 problems in their
            systems and systems they support.  The Company began this process
            in fiscal 1997 and anticipates completion during fiscal 1999,
            with a remaining estimated cost of approximately $2 million. 
            Although the Company is endeavoring to ensure that the Year 2000
            readiness program is comprehensive, it can make no assurance that
            the program will address all Year 2000 compliance issues in a
            timely manner.
  PART II - OTHER INFORMATION
  
            Item 4.   Submission of Matters to a Vote of Security Holders
  
                 None
  
            Item 6.   Exhibits and Reports on Form 8-K
  
            (a)  Exhibits.
  
            Exhibit
              No.     Description of Exhibit                  Reference
  
             27  Financial Data Schedule                      Filed herewith
  
            (b)  Reports on Form 8-K
  
                 None
  SIGNATURES
  
            Pursuant to the  requirements of the  Securities Exchange Act  of
            1934, the Registrant has duly caused this report to be signed  on
            its behalf by the undersigned thereunto duly authorized.
  
                                                 NUI CORPORATION
  
                                                 JOHN KEAN, JR.
            August 14, 1998                      President and Chief
                                                 Executive Officer
  
                                                 A. MARK ABRAMOVIC
            August 14, 1998                      Senior Vice President and
                                                 Chief Financial Officer