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 December 31, 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 January 31, 1999: Common Stock,
     No Par Value: 12,730,580 shares outstanding. 
  <TABLE>
  
                         NUI Corporation and Subsidiaries
                  Consolidated Statement of  Income (Unaudited)
                 (Dollars in thousands, except per share amounts)
  
  <CAPTION>
  
                                        Three Months Ended  Twelve Months Ended
                                             December 31,             December 31,
                                          1998         1997         1998         1997
    <S>                                <C>          <C>          <C>          <C>
  
     Operating Margins
        Operating revenues               $229,598     $235,938     $821,696    $693,072
                                                                                 2
        Less - Purchased gas and fuel     174,921      175,663      628,479     483,490
                  Energy taxes              4,028       10,082       12,798      33,220
                                          -------      -------      -------     -------
                                           50,649       50,193      180,419     176,362
                                          -------      -------      -------     -------
     Other Operating Expenses
        Operations and maintenance         24,422       25,755       95,173      96,020
        Depreciation and amortization       6,915        6,554       25,313      23,806
        Restructuring and other non-            -            -        9,686           -
           recurring charges
        Other taxes                         1,973        2,261        9,445       9,253
        Income taxes                        4,923        3,755        9,475       9,897
                                          -------      -------      -------     -------
                                           38,233       38,325      149,092     138,976
                                          -------      -------      -------     -------
     Operating Income                      12,416       11,868       31,327      37,386
  
     Other Income and Expense, Net
     Equity in earnings (losses) of          (158)         137         (351)      1,471
     TIC Enterprises, LLC, net
     Other                                     67          846          428       2,204
     Income taxes                              32         (344)         (27)     (1,286)
                                          -------      -------      -------     -------
                                             (59)          639           50       2,389
                                          -------      -------      -------     -------
     Interest Expense                       5,439        5,086       19,566      19,478
                                          -------      -------      -------     -------
     Net Income                            $6,918      $ 7,421      $11,811     $20,297
                                          =======      =======      =======     =======
     Net Income Per Share of Common
       Stock                                $0.55        $0.60        $0.93       $1.76
                                            =====        =====        =====       =====
     Dividends Per Share of Common
       Stock                               $0.245       $0.245        $0.98       $0.95
                                           ======       ======        =====       =====
     Weighted Average Number of 
       Shares of Common Stock
       Outstanding                     12,673,187   12,438,460   12,635,228   11,558,664
                                       ==========   ==========   ==========   ==========
  </TABLE>
  
              See the notes to the consolidated financial statements<PAGE>
  
  
                         NUI Corporation and Subsidiaries
                            Consolidated Balance Sheet
                              (Dollars in thousands)
  
                                            December 31,   September 30,
                                                1998           1998   
                                            (Unaudited)         (*)  
                                                                    
     ASSETS
     Utility Plant
        Utility plant, at original cost      $745,964       $737,323
        Accumulated depreciation and         (241,963)      (234,484)
          amortization
        Unamortized plant acquisition          31,402         30,904
          adjustments
                                              -------        -------
                                              535,403        533,743
                                              -------        -------
     Funds for Construction Held by Trustee    46,972         12,254
                                              -------        -------
     Investment in TIC Enterprises, LLC,  
       net                                     23,717         23,874
                                              -------        -------
     Other Investments                          1,687          1,687
                                              -------        -------
     Current Assets
        Cash and cash equivalents               1,079            929
  
        Accounts receivable (less
        allowance for doubtful accounts of
        $2,004 and $1,714, respectively)      115,899         62,673
  
        Fuel inventories, at average cost      28,613         34,937
  
        Unrecovered purchased gas costs         7,118          8,061
  
        Prepayments and other                  40,817         37,790
                                              -------        -------
                                              193,526        144,390
                                              -------        -------
     Other Assets
        Regulatory assets                      50,442         50,475
        Deferred charges                       10,408         10,424
                                              -------        -------
                                               60,850         60,899
                                              -------        -------
                                             $862,155       $776,847
                                              =======        =======
     CAPITALIZATION AND LIABILITIES
     Capitalization
        Common shareholders' equity          $227,261       $222,992
        Preferred stock                             -              -
        Long-term debt                        268,884        229,098
                                              -------        -------
                                              496,145        452,090
                                              -------        -------
     Capital Lease Obligations                  8,126          8,566
                                              -------        -------
     Current Liabilities
        Notes payable to banks                106,380         87,630
  
        Current portion of capital lease        1,805          1,810
         obligations
  
        Accounts payable, customer deposits   105,863         87,158
         and accrued liabilities
  
        Federal income and other taxes          8,275          5,635
                                              -------        -------
                                              222,323        182,233
                                              -------        -------
     Deferred Credits and Other Liabilities
        Deferred Federal income taxes          63,791         62,519
        Unamortized investment tax credits      5,595          5,710
        Environmental remediation reserve      33,981         33,981
        Regulatory and other liabilities       32,194         31,748
                                              -------        -------
                                              135,561        133,958
                                              -------        -------
                                             $862,155       $776,847
                                              =======        =======
  
  
  
                    *Derived from audited financial statements
              See the notes to the consolidated financial statements
  
  <TABLE>
  
                         NUI Corporation and Subsidiaries
                Consolidated Statement of  Cash Flows (Unaudited)
                              (Dollars in thousands)
  <CAPTION>
                                              Three Months      Twelve Months
                                                  Ended             Ended
                                              December 31,       December 31,
                                              1998    1997      1998      1997
  
     <S>                                    <C>       <C>        <C>        <C>
  
     Operating Activities
     Net income                              $6,918    $7,421    $11,811    $20,297
     Adjustments to reconcile net income 
      to net cash provided by operating
      activities:
        Depreciation and amortization         6,915     6,812     26,153     24,181
        Deferred Federal income taxes         1,272       637        992      3,412
        Non-cash portion of restructuring
        and other non-recurring 
        charges                                   -         -      7,301          -
        Amortization of deferred 
        investment tax credits                 (115)     (105)      (471)      (453)
        Other                                   693      (221)     2,505       (476)
          Effect of changes in:
           Accounts receivable, net         (53,226)  (50,279)    (1,121)    (31,061)
           Fuel inventories                   6,324     3,524     (1,069)       (872)
           Accounts payable, deposits 
            and accruals                     18,705     5,915      5,443      22,012
           Over recovered purchased 
            gas costs                           943        29      2,455       4,212
           Other                                863     1,443    (19,129)    (14,347)
                                             ------    ------     ------      ------
       Net cash (used in) provided      
        by operating activities             (10,708)  (24,824)    34,870      26,905
                                             ------    ------     ------      ------
  
     Financing Activities
  
     Proceeds from sales of common 
      stock, new of treasury                    105     1,400     2,363       28,721
      stock purchased
  
     Dividends to shareholders               (3,106)   (3,070)  (12,347)     (11,025)
  
     Proceeds from issuance of 
      long-term debt                         40,000         -    40,000       53,569
  
     Funds for construction held by         (35,881)    3,784   (22,995)      18,492
     trustee, net                               
  
     Repayments of long-term debt                 -   (54,600)        -      (55,550)
  
     Principal payments under capital  
       lease obligations                       (445)     (441)   (1,796)      (1,680)
  
     Net short-term borrowings               18,750    32,537    19,415       10,640
                                             ------    ------    ------       ------
  
       Net cash provided by (used in)        19,423   (20,390)   24,640       43,167
                                             ------    ------    ------       ------
  
     Investing Activities
  
     Cash expenditures for utility plant     (8,447)  (11,548)  (56,868)     (52,637)
     Investment in TIC Enterprises, LLC           -         -         -      (22,584)
     Other                                     (118)   (1,578)   (2,016)         257
                                             ------    ------     -----       ------
       Net cash used in investing
        activities                           (8,565)  (13,126)  (58,884)     (74,964)
                                             ------    ------    ------       ------
     Net increase (decrease) in cash  
       and cash equivalents                     $150  $(58,340)     $626      $(4,892)
                                              =====    ======     =====        =====
     Cash and Cash Equivalents
     At beginning of period                    $929   $58,793      $453       $5,345
     At end of period                        $1,079      $453    $1,079         $453
  
     Supplemental Disclosures of 
       Cash Flows
  
     Income taxes paid (refunds 
       received), net                        $(805)   $2,300     $1,768       $7,855
     Interest paid                          $5,994    $7,429    $12,923      $21,671
  </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. Its utility operations distribute natural gas and
     related services in six states along the eastern seaboard and comprise
     Elizabethtown Gas (New Jersey), 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; energy project development and consulting through its
     NUI Energy Solutions, Inc. subsidiary; environmental project development
     services through its NUI Environmental Group, Inc. subsidiary; customer
     account management and field operations systems and services through its
     Utility Business Services, Inc. subsidiary; and sales and marketing
     outsourcing through its 49% equity interest in TIC Enterprises, LLC
     (TIC). All intercompany accounts and transactions have been eliminated
     in consolidation.
  
     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, 1998.
  
     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):
  
                                      December 31,     September 30,
                                         1998               1998
  
  
     Common stock, no par value           $209,370        $207,356
     Shares held in treasury                (1,932)         (1,932)
     Retained earnings                      23,075          19,263
     Unearned employee compensation         (3,252)         (1,695)
                                           -------         -------
     Total common shareholders' equity    $227,261        $222,992
                                           =======         =======
  
  
  
     3. Restructuring
  
     In January 1999, the Company announced an early retirement program being
     offered to 35 bargaining unit employees in New Jersey.  The eligible
     employees have until March 19, 1999 to accept the proposal.  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
     fiscal 1999.  The cost of this early retirement program has not yet been
     quantified by the Company.
  
     4.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. In New Jersey, 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 the 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 New Jersey 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 Company also owns, or previously owned, ten former MGP facilities
     located in the states of North Carolina, South Carolina, Pennsylvania,
     New York and Maryland. 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.
  
     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 20 years. The reserve is net of approximately $4 million which
     will be borne by a prior owner and operator of two of the New Jersey
     sites in accordance with a cost sharing agreement. Of this reserve,
     approximately $30 million relates to the six New Jersey MGP sites and
     approximately $4 million relates to the ten sites located outside New
     Jersey. 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 this reserve by an amount that could range up to an
     additional $24 million and be incurred during a future period of time
     that may range up to 50 years. Of this additional $24 million in
     possible future expenditures, approximately $12 million relates to the
     New Jersey MGP sites and approximately $12 million relates to the sites
     located outside New Jersey. As compared with the $34 million reserve
     currently recorded on the Company's books as 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 New Jersey
     MGP sites have been authorized by the NJBPU to be recoverable in rates.
      The most recent NJBPU base rate order permits the Company to utilize
     full deferred accounting for expenditures related to its New Jersey
     sites and provides for the recovery of $130,000 annually. As of July
     1996, the Company is also able to recover MGP expenditures over a
     rolling seven-year period through its NJBPU approved MGP Remediation
     Adjustment Clause. As a result, the Company has begun rate recovery of
     approximately $4.4 million of environmental costs incurred through June
     30, 1997. Recovery of an additional $0.9 million in environmental costs
     incurred between July 1, 1997 and June 30, 1998 is currently pending
     NJBPU approval. Accordingly, the Company has recorded a regulatory asset
     of approximately $34 million as of December 31, 1998, reflecting the
     future recovery of environmental remediation liabilities related to New
     Jersey MGP sites.  The Company has also been successful in recovering a
     portion of MGP remediation costs incurred for the New Jersey sites from
     the Company's insurance carriers and continues to pursue additional
     recovery.  With respect to costs associated with the remaining MGP sites
     located outside New Jersey, 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       Twelve Months
                                              Ended              Ended
                                          December 31,        December 31,
                                        1998     1997         1998      1997
       Operating Revenues (Dollars
       in thousands)
       Firm Sales:
          Residential                  $56,594    $63,512   $191,154   $206,899
          Commercial                    25,768     30,884     86,854    105,720
          Industrial                     3,153      6,458     16,379     23,776
       Interruptible Sales              10,797     15,573     40,818     56,578
       Unregulated Sales               119,427    107,034    434,144    254,471
       Transportation Services           9,458      8,272     34,524     30,127
       Customer Service, Appliance                        
       Leasing and Other                 4,401      4,205     17,823     15,501
                                       -------     ------    -------    -------
                                      $229,598   $235,938   $821,696   $693,072
                                       =======    =======    =======    =======
       Gas Sold or Transported
       (MMcf)
       Firm Sales:
           Residential                   6,254      7,446     20,579     23,269
           Commercial                    3,315      4,249     11,142     14,070
           Industrial                      632      1,268      3,827      4,717
       Interruptible Sales               3,549      3,725     13,007     15,091
       Unregulated Sales                53,157     36,986    179,589     89,309
       Transportation Services           7,235      7,845     30,221     29,638
                                       -------     ------     ------    -------
                                        74,142     61,519    258,365    176,094
                                       =======     ======    =======    =======
       Average  Utility Customers
       Served
       Firm Sales:
           Residential                 342,553    336,038    340,587    336,032
           Commercial                   23,216     24,366     23,120     24,344
           Industrial                      277        308        267        305
       Interruptible Sales                  62        121         96        121
       Transportation                    3,418      1,467      3,436      1,533
                                       -------     ------    -------    -------
                                       369,526    362,300    367,506    362,335
                                       =======    =======    =======    =======
       Degree Days in New Jersey
           Actual                        1,466      1,778      4,044      4,804
           Normal                        1,806      1,725      5,193      4,978
           Percentage variance from 
             normal                        19%         3%        22%         3%
                                        warmer     colder     warmer     warmer
  
       Employees (period end)                                  1,056      1,147
  
       Ratio of Earnings to Fixed
         Charges (Twelve months                                 1.87       2.15
           only)
  
  
                         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. It's utility operations distribute natural gas and
     related services in six states along the eastern seaboard and comprise
     Elizabethtown Gas (New Jersey), 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 (NUI
     Energy); wholesale energy brokerage and related services through its NUI
     Energy Brokers, Inc. subsidiary (NUI Energy Brokers); energy project
     development and consulting through its NUI Energy Solutions, Inc.
     subsidiary; environmental project development services through its NUI
     Environmental Group, Inc. subsidiary; customer account management and
     field operations 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).
  
     Results of Operations
  
     The results for the three and twelve-month periods ending December 31,
     1998 as compared to the three and twelve-month periods ending December
     31, 1997 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 (Sales Tax), a New Jersey Corporate
     Business Tax (CBT) and a temporary Transitional Energy Facilities
     Assessment (TEFA).  In prior periods, GRAFT was recorded as a single
     line item as a reduction of operating margins.  Effective January 1,
     1998, TEFA is recorded in the energy taxes line item as a reduction of
     operating margins, CBT is recorded in the income taxes line item and
     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 twelve-month periods ending December
     31, 1998, the effect of the three new taxes as compared to the periods
     ended December 31, 1997 had the effect of reducing operating revenues by
     approximately $3.4 and $13.3 million, reducing energy taxes by
     approximately $4.1 and $16.0 million and increasing income tax expense
     by approximately $1.2 and $3.0 million, respectively.
  
     Three-Month Periods Ended December 31, 1998 and 1997
  
     Net Income.  Net income for the three-month period ended December 31,
     1998 was $6.9 million, or $0.55 per share, as compared with net income
     of $7.4 million, or $0.60 per share, for the three-month period ended
     December 31, 1997.  The decrease in the current year was primarily due
     to lower other income, higher income taxes, depreciation and interest
     expenses, partially offset by lower operations and maintenance expenses
     and higher margins.  
  
     Net income per share in the current period was also affected by the
     increased number of outstanding shares of common stock over the prior
     year period, issued through various stock plans.
  
     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 sale of the gas
     commodity, the Company's level of regulated operating revenues is not
     necessarily indicative of financial performance. The Company's operating
     revenues decreased by $6.3 million, or 3%, for the three-month period
     ended December 31, 1998 as compared with the three-month period ended
     December 31, 1997. This decrease was primarily due to a decrease of
     approximately $19.3 million in revenues from the Company's utility
     operations, as a result of warmer weather in all of the Company's
     service territories, as well as the effect of the change in the New
     Jersey tax law described above.  This decrease was partially offset by
     an increase of  $12.8 million or 12% in revenues from the Company's
     unregulated operations, primarily NUI Energy Brokers, as a result of
     increased activity in these operations.
  
     The Company's operating margins increased by $0.5 million, or 1%, for
     the three-month period ended December 31, 1998 as compared with the
     three-month period ended December 31, 1997. The increase is principally
     due to an increase in margins of $0.7 million from the Company's
     unregulated operations, as a result of improved performance in both the
     Company's retail and wholesale energy subsidiaries. Operating margins
     from the Company's customer service operations had a slight increase in
     margins of $0.1 million.  This increase was the result of customer
     additions by UBS, partially offset by less customer service activity in
     New Jersey as a result of a work stoppage by New Jersey bargaining unit
     employees during parts of November and December.  The Company's utility
     distribution operations experienced a decrease in margins of
     approximately $0.4 million, primarily due to the effect of warmer
     weather in all of the Company's service territories.  This decrease was
     partially offset by the change in the New Jersey tax law described
     above.  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 $2.5 million
     and $0.3 million higher in the fiscal 1999 and 1998 periods,
     respectively, than they otherwise would have been without such clauses.
  
     Other Operating Expenses. Operations and maintenance expenses decreased
     approximately $1.3 million, or 5%, for the three-month period ended
     December 31, 1998 as compared with the three-month period ended December
     31, 1997. The decrease was primarily the result of savings associated
     with the Company's reorganization in the fourth quarter of fiscal 1998,
     as well as lower costs in the current period associated with the growth
     in the Company's unregulated operations. These decreases were partially
     offset by previously deferred post-retirement benefit expenses which are
     being expensed and recovered through rates effective October 1, 1998.
  
     Depreciation and amortization expenses increased approximately $0.4
     million in the current period primarily due to additional plant in
     service.
  
     Income tax expense increased by approximately $1.2 million in the
     current period as a result of the change in the New Jersey tax law
     described above.
  
     Other Income and (Expense), Net. Other income and expense, net,
     decreased approximately $0.7 million for the three-month period ended
     December 31, 1998 as compared with the three-month period ended December
     31, 1997.  The decrease was primarily due to a gain on marketable
     securities of approximately $0.6 million in the prior year period. 
     Additionally, TIC experienced lower earnings in the current period as a
     result of additional investments made to grow its sales programs and
     expand product lines.
  
     Interest Expense. Interest expense increased by approximately $0.4
     million for the three-month period ended December 31, 1998 as compared
     with the three-month period ended December 31, 1997. The increase
     principally reflects higher average short-term borrowings, as well as
     the effect of interest on the Company's $40 million bond issuance in
     December 1998 ( see "Financing Activities and Resources").
  
     Twelve-Month Periods Ended December 31, 1998 and 1997  
  
     Net Income. Net income for the twelve-month period ended December 31,
     1998 was $11.8 million, or $0.93 per share, as compared with $20.3
     million, or $1.76 per share, for the twelve-month period ended December
     31, 1997. The decrease in the current period was primarily due to after-
     tax non-recurring charges of approximately $5.9 million, or $0.47 per
     share, associated with the restructuring of operations, an early
     retirement program and other workforce reductions in the fourth quarter
     of fiscal 1998.  Absent these non-recurring charges, net income would
     have been $17.7 million or $1.40 per share.  The decrease in recurring
     earnings was mainly attributed to lower other income and higher
     depreciation, partially offset by lower operations and maintenance
     expenses and higher margins. 
  
     Net income per share for the twelve-month period ended December 31, 1998
     was also affected by the increased average number of outstanding shares
     of NUI common stock as compared with the prior twelve-month period,
     principally reflecting the Company's issuance of 1.0 million shares in
     September 1997 and the effect of issuances through various stock plans.
  
     Operating Revenues and Operating Margins. The Company's operating
     revenues for the twelve-month period ended December 31, 1998 increased
     approximately $128.6 million, or 18.6%, as compared with the twelve-
     month period ended December 31, 1997. The increase was principally due
     to an increase in unregulated sales of approximately $188.3 million
     resulting from increased activity by NUI Energy Brokers and NUI Energy,
     customer growth and increased customer service and appliance leasing
     revenues. These increases were partially offset by the effect of warmer
     weather, primarily in New Jersey, where it was 16% warmer than the prior
     twelve-month period and 22% warmer than normal.
  
     The Company's operating margins increased by approximately $4.1 million,
     or 2%, for the twelve-month period ended December 31, 1998 as compared
     with the twelve-month period ended December 31, 1997. The increase
     reflects approximately $1.9 million of additional margins generated by
     the Company's utility distribution operations, approximately $2.1
     million of additional customer service and appliance leasing margins and
     approximately $0.1 million of additional margins related to the
     Company's unregulated operations. The increase in utility distribution
     margins was primarily due to the change in the New Jersey tax law and
     customer growth, partially offset by the effect of warmer weather in the
     current twelve-month period in all of the Company's service territories,
     part of which was not fully recovered from customers under weather
     normalization clauses. As a result of weather normalization clauses,
     operating margins were approximately $7.8 million higher in the current
     twelve-month period, than they otherwise would have been without such
     clauses. In the prior twelve-month period, operating margins were
     approximately $2.5 million higher than they otherwise would have been
     without such clauses. The increase in margins from the customer service
     operations was primarily due to customer additions by UBS, an increase
     in the appliance leasing rates in Florida and increased customer service
     in New Jersey.
  
     Other Operating Expenses. Operations and maintenance expenses decreased
     approximately $0.8 million, or 1%, for the twelve-month period ended
     December 31, 1998 as compared with the twelve-month period ended
     December 31, 1997. The decrease was primarily due to savings associated
     with the Company's reorganization in the fourth quarter of fiscal 1998,
     as well as a higher pension credit in the current period.  These
     decreases were partially offset by an increase in expenses associated
     with the continued growth in the Company's unregulated operations.
  
     The Company incurred approximately $9.7 million of pre-tax non-recurring
     charges in the fourth quarter of fiscal 1998 associated with the
     restructuring of the Company's operations, an early retirement program
     for non-bargaining unit personnel and other workforce reductions.
  
     The increase in depreciation and amortization expenses of approximately
     $1.5 million for the twelve-month period ended December 31, 1998 as
     compared to the twelve-month period ended December 31, 1997 was
     primarily due to additional plant in service. 
  
     The decrease in income tax expense of approximately $0.4 million for the
     twelve-month period ended December 31, 1998 was due to lower pre-tax
     income, 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 $2.3 million for the twelve-month period ended December
     31, 1998 as compared with the 1997 period.  The decrease was primarily
     due to lower results from TIC in the current period as a result of
     additional investments made by TIC to grow its sales programs and
     increase product lines.  Additionally, the prior year reflects a gain on
     marketable securities of approximately $0.6 million, as well as a gain
     of approximately $0.7 million from the sale of certain property in
     Florida.
  
     Regulatory Matters
  
          On February 9, 1999 the "Electric Discount and Energy Competition
     Act" was signed into law in New Jersey.  The legislation has several
     provisions that affect gas utilities.  It provides all gas customers
     with the ability to choose  an alternate natural gas supplier by
     December 31, 1999.  At the same time, the utility will continue to
     provide basic gas service through December 2002 when the New Jersey
     Board of Public Utilities ("NJBPU") will decide if the gas supply
     function should be made competitive.  The NJBPU will also conduct
     proceedings to determine whether customers should be afforded the option
     of contracting with an alternative provider of billing, collection,
     meter reading and other services that may be deemed competitive by
     December 31, 2000.
  
     On August 20, 1998, the NJBPU approved the Company's petition to
     increase its annual purchased gas revenues in New Jersey by $9 million.
     Additionally, the Company was authorized to retain 15% of margins from
     utility off-system sales and capacity release credits. The Company
     previously retained 20% of margins from these items.
  
     The Company recently filed a proposed residential transportation program
     to allow customers to contract with third-party suppliers by September
     2001. Action on this proposal is anticipated in early 1999.
  
     In July 1997, the State of New Jersey enacted legislation which
     eliminated the current 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 non-utility corporations in the State, and a third tax called the
     Transitional Energy Facilities Assessment tax (TEFA). The legislation
     was intended, in part, to provide comparability between utilities that
     pay Gross Receipts and Franchise Taxes and non-utility energy companies
     that do not. The TEFA tax is scheduled to be phased out over five years.
      Effective January 1, 1999, a 13% reduction of TEFA was approved.  These
     tax changes are designed to have no effect on the Company's net income,
     and will not have a material effect on working capital (See _Results of
     Operations_ for the effect on the Company's operations).  The Company
     paid approximately $27 million to the State for these taxes in 1998.
  
  
  
     Financing Activities and Resources
  
     The Company had a net use of cash from operating activities of $10.7
     million and $24.8 million for the three-month periods ended December 31,
     1998 and 1997, respectively.  The decrease in the three-month period
     ended December 31, 1998 was primarily due to the timing of payments to
     gas suppliers.  For the twelve-month period ended December 31, 1998, the
     Company's net cash provided by operating activities was $34.9 million as
     compared with $26.9 million in the prior year period.  This increase was
     primarily due to improved collections on receivables.
  
     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 $98.5 million at 5.73% for the three-month period ended
     December 31, 1998 and $79.4 million at 5.95% for the three-month period
     ended December 31, 1997. The weighted average daily amounts of notes
     payable to banks increased primarily to finance capital spending pending
     long-term financing.  At December 31, 1998, the Company had outstanding
     notes payable to banks amounting to $106.4 million and available unused
     lines of credit amounting to $29.6 million. Notes payable to banks
     increased as of December 31, 1998 as compared to the balance outstanding
     at September 30, 1998, due to seasonal borrowing requirements.
  
     Long-Term Debt and Funds for Construction Held by Trustee.  On December
     8, 1998, the Company issued $40 million of tax-exempt Gas Facilities
     Revenue Bonds at an interest rate of 5.25%.  These bonds will mature in
     November, 2033 and the proceeds will be used to finance a portion of the
     Company's capital expenditure program in New Jersey. 
      
     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 December 31, 1998, the
     Company has issued $70 million of Medium-Term Notes subject to the shelf
     registration statement. The Company currently anticipates issuing
     additional securities subject to the shelf registration during 1999.
  
     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 December 31, 1998, the total unexpended portions of
     all of the Company's Gas Facilities Revenue Bonds were $43 million and
     are classified on the Company's consolidated balance sheet, including
     interest earned thereon, as funds for construction held by trustee.
  
     Common Stock. The Company periodically issues shares of common stock in
     connection with NUI Direct, the Company's dividend reinvestment plan and
     certain employee benefit plans. The proceeds from such issuances
     amounted to approximately $0.1 million and $1.5 million for the three-
     month periods ended December 31, 1998 and 1997, respectively, and were
     used primarily to reduce outstanding short-term debt.  The decrease in
     proceeds received in the three-month period ended December 31, 1998 as
     compared to the three-month period ended December 31, 1997 reflects that
     several of these plans commenced purchasing shares on the open market
     during 1998 to fulfill the plans' requirements.  Under the terms of
     these plans, the Company may periodically change the method of
     purchasing shares from open market purchases to purchases directly from
     the Company, or vice versa.
  
     Dividends. 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 $42.2 million of cash dividends at December 31, 1998.
  
     Capital Expenditures and Commitments
  
     Capital expenditures, which consist primarily of expenditures to expand
     and upgrade the Company's gas distribution systems, were $8.4 million
     for the three-month period ended December 31, 1998 as compared with
     $11.5 million for the three-month period ended December 31, 1997.
     Capital expenditures are expected to be approximately $59.0 million for
     all of fiscal 1999, as compared with a total of $60.9 million in fiscal
     1998.
  
     The Company owns or previously owned six former manufactures gas plant
     (MGP) sites in the state of New Jersey and ten former MGP sites in the
     states of North Carolina, South Carolina, Pennsylvania, New York and
     Maryland.  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 New Jersey MGP sites and approximately $4 million relates to the MGP
     sites located outside New Jersey. 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 this reserve by an amount that could
     range up to an additional $24 million and be incurred during a future
     period of time that may range up to 50 years. Of this $24 million in
     possible additional expenditures, approximately $12 million relates to
     the New Jersey sites and approximately $12 million relates to the
     remaining MGP sites. As compared with the $34 million reserve currently
     recorded on the Company's books as 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 New Jersey MGP sites will be
     recoverable in rates or from insurance carriers. In New Jersey, the
     Company is currently recovering environmental costs on an annual basis
     through base rates and over a rolling seven-year period through its MGP
     Remediation Adjustment Clause. As a result, the Company has begun rate
     recovery of approximately $4.4 million of environmental costs incurred
     through June 30, 1997. Recovery of an additional $0.9 million in
     environmental costs incurred between July 1, 1997 and June 30, 1998 is
     currently pending NJBPU approval. With respect to costs which may be
     associated with the MGP sites located outside the state of New Jersey,
     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 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 $72.2 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 7.6 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.
  
     Market Risk Exposure
  
     The Company's wholesale trading subsidiary, NUI Energy Brokers, uses
     derivatives for multiple purposes:  1) to hedge price commitments and
     minimize the risk of fluctuating gas prices, 2) to take advantage of
     market information and opportunities in the marketplace, and 3) to
     fulfill its trading strategies and, therefore, ensure favorable prices
     and margins.  These derivative instruments include forwards, futures,
     options, and swaps.
  
     The risk associated with uncovered derivative positions is closely
     monitored on a daily basis, and controlled in accordance with NUI Energy
     Brokers' Risk Management Policy.  This policy has been approved by the
     Company's Board of Directors and dictates policies and procedures for
     all trading activities.  The policy defines both value-at-risk (VaR) and
     loss limits, and all traders are required to sign and follow this
     policy.  At the end of each day, all trading positions are marked to
     market and a VaR is calculated.  This information, as well as the status
     of all limits, is disseminated to senior management daily.
  
     NUI Energy Brokers utilizes the variance/covariance VaR methodology. 
     Using a 95% confidence interval and a one day time horizon, as of
     December 31, 1998, NUI Energy Brokers' VaR was $200,000.
  
     Year 2000
  
     Many existing computer programs and systems with embedded digital
     microcontrollers, use only two digits to identify a year in the date
     field, or were not designed in other ways to provide for the upcoming
     change in the century. If not corrected, many systems that use digital
     technology could fail or create errors that may result in a significant
     adverse impact on NUI's ability to provide service, its regulatory
     relations and financial condition.
  
     NUI has developed a Risk Mitigation Plan (the Plan) as an internal guide
     to its systems readiness program. The purpose of the program is to
     mitigate the risks associated with Year 2000 technology issues. The Plan
     includes the following phases: (i) development of a detailed inventory
     of all information technology (IT) and non-IT systems that incorporate
     any technology component including embedded microprocessors and
     microcontrollers (Inventory Phase); (ii) assessment of those systems for
     Year 2000 vulnerability (Assessment Phase); (iii) remediation of the
     affected systems (Remediation Phase); and (iv) testing of sub-systems,
     hardware, operating and application software running as integrated
     systems (Testing Phase). In addition, the Plan requires (v) an analysis
     of the risk of system failure and the consequences of failure in order
     to focus testing resources and prioritization of resources under
     contingency plans (Risk Analysis). The Inventory, Assessment and the
     Risk Analysis Phases include material direct third-party suppliers and
     vendors. The final phase is (vi) contingency planning, which is
     described below.
  
     Under the Plan, NUI has established an executive level Year 2000
     Committee (the Committee) to monitor the Company's Year 2000 progress.
     This Committee is chaired by NUI's Chief Operating Officer and includes
     the senior managers of all NUI's business units, the Chief
     Administrative Officer, General Counsel and Secretary and the Vice
     President of Corporate Development and Treasurer. The Committee receives
     monthly reports from a project coordinator and team. Members of the team
     are responsible for NUI gas distribution system controls, computer
     hardware, operating and communication systems, and for critical
     suppliers. The Chairman of the Committee is scheduled to report to NUI's
     Board of Directors on Year 2000 issues on a periodic basis.
  
     All major billing, field service, networked information technology and
     gas distribution control and monitoring systems have been inventoried.
     Substantial completion of detailed inventorying of known material
     systems with embedded microcontrollers comprising environmental and
     support systems, such as telephone systems, heating and air
     conditioning, and backup electric generating systems are currently
     scheduled for completion by the end of February 1999.
  
     Assessment of financial and field service systems and natural gas
     distribution control and monitoring systems is substantially complete.
     The entire Assessment Phase is currently scheduled for substantial
     completion by April  1999.
  
     Other than the hand-held meter reading units, which are scheduled to be
     replaced starting in April 1999, all known hardware and operating
  
     systems that handle billing and field service, and which required
     remediation, have been replaced. NUI's billing system in Pennsylvania is
     currently scheduled to be replaced by August and North Carolina is
     currently scheduled to be replaced by March  1999.  NUI's financial
     systems will be upgraded to a new version of third-party supplied
     software, which is currently scheduled for completion in September 1999.
     Certain telephone systems may require remediation that is scheduled for
     completion by the end of March 1999.  Any other remediation will be
     reviewed as and when the need arises.
  
     Individual programs are generally being tested on a stand-alone basis as
     they are remediated.  However, suites of programs must be tested as
     entire systems, running on remediated hardware and operating systems.
     Completion of such integrated testing for natural gas distribution and
     control and monitoring systems is scheduled for April 1999.  Billing and
     field service software is currently planned for the end of June 1999.
     Integrated testing of other systems is scheduled for completion by the
     end of September 1999.
  
     The Risk Analysis Phase involved NUI assigning priority ratings to each
     of its major systems, based on both the risk of the systems' failure and
     the potential consequences to the underlying business.  This was without
     taking into account alternatives available under contingency planning. 
     Systems supporting business processes which might affect human safety
     were assigned the highest rating.
  
     NUI's systems and customers are vulnerable to systems operated by third-
     parties that may not be Year 2000 ready. NUI has identified its critical
     direct suppliers and vendors. These include, at the very highest level
     of importance, interstate pipeline suppliers, telecommunications
     carriers, and electric suppliers. Interstate pipeline suppliers must
     appropriately schedule and control gas supplies to NUI's own
     distribution systems. Telecommunications carriers' digital circuits are
     used to control and monitor NUI's gas distribution system with voice
     circuits as emergency backup and for customers' reporting of
     emergencies. Electricity supplies are critical to NUI's customers for
     natural gas heating equipment and industrial process control.
  
     NUI is assessing the Year 2000 readiness of its critical suppliers and
     the substantial portion of the assessment work will occur throughout
     1999.  Assessment of third party systems is currently scheduled to be
     substantially complete by June 1999.  NUI will continue to work with
     these suppliers through 1999 to gain greater assurance that appropriate
     steps are being taken to ensure security of supply and the continued
     accurate exchange of critical data. Any remediation and contingency
     planning will be reviewed and determined based on the results of such
     third-party assessment.
  
     The total estimated costs of assessing, remediating and testing NUI's
     systems for Year 2000 compliance is approximately $3.3 million, of which
     approximately $2.0 million has been incurred through December 31, 1998.
     Approximately 50% of these costs will relate to capital projects.  The
     Company has, and will continue, to fund these costs from the operations
     of the Company. These estimated costs do not include any third-party
     remediation that may be required, or any resulting contingency planning.
  
     Customers are dependent on NUI's reliable and secure gas supply,
     emergency response and billing services. Each of these services relies
     on the Company's computer systems.  A failure in these systems could
     materially interrupt the normal flow of these services and significantly
     impact human safety and physical property and have a significant adverse
     financial impact on NUI, its customers and suppliers. NUI and third-
     party critical suppliers are also interdependent, and failure of third-
     party suppliers to be Year 2000 ready could significantly impact the
     Company's ability to serve its customers.  Third-party systems are being
     reviewed however NUI has not ascertained a reasonably likely worst case
     scenario.  Due to the general uncertainty of the Year 2000 problem,
     resulting in part from the uncertainty of the Year 2000 readiness of
     third-parties, the Company is unable to determine at this time whether
     the consequences of year 2000 failures will have a material impact on
     the Company's results of operations or financial condition. The Plan is
     expected to significantly reduce the Company's level of uncertainty
     about the Year 2000 problem and the readiness of third-parties. The
     Company believes that due to its Plan, the likelihood of major
     consequences should be reduced.
  
     Contingency plans are being developed as necessary for the Company's own
     systems and its third-party relationships, in response to its
     assessments, remediation and testing activities. Contingency planning is
     currently scheduled to be completed by June 1999.
  
     Forward-Looking Statements
  
     This document contains forward-looking statements within the meaning of
     Section 21E of the Securities Exchange Act of 1934, as amended.  The
     Company cautions that, while it believes such statements to be
     reasonable and are made in good faith, such forward-looking statements
     almost always vary from actual results, and the differences between
     assumptions made in making such statements and actual results can be
     material, depending upon the circumstances.  Factors, which may make the
     actual results differ from anticipated results include, but are not
     limited to, economic conditions; unforeseen competition; weather
     conditions; fluctuations in the price of natural gas and other forms of
     energy; the outcome of certain assumptions made in regard to Year 2000
     issues; and other uncertainties, all of which are difficult to predict
     and many of which are beyond the control of the Company.  Accordingly,
     investors should not rely upon these forward-looking statements in
     making investment decisions.
  
                        PART II - OTHER INFORMATION
  
  
  
     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<PAGE>
  
  
          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.
     February 12, 1999                    President and Chief
                                          Executive Officer
  
                                          A. MARK ABRAMOVIC
     February 12 , 1999                   Sr. Vice President, Chief
                                          Operating & Chief
                                          Financial Officer
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": "99536787"}, "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 December 31, 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 January 31, 1999: Common Stock,
     No Par Value: 12,730,580 shares outstanding. 
  
                         NUI Corporation and Subsidiaries
                  Consolidated Statement of  Income (Unaudited)
                 (Dollars in thousands, except per share amounts)
  Three Months Ended  Twelve Months Ended
                                             December 31,             December 31,
                                          1998         1997         1998         1997
  Operating Margins
        Operating revenues               $229,598     $235,938     $821,696    $693,072
                                                                                 2
        Less - Purchased gas and fuel     174,921      175,663      628,479     483,490
                  Energy taxes              4,028       10,082       12,798      33,220
                                          -------      -------      -------     -------
                                           50,649       50,193      180,419     176,362
                                          -------      -------      -------     -------
     Other Operating Expenses
        Operations and maintenance         24,422       25,755       95,173      96,020
        Depreciation and amortization       6,915        6,554       25,313      23,806
        Restructuring and other non-            -            -        9,686           -
           recurring charges
        Other taxes                         1,973        2,261        9,445       9,253
        Income taxes                        4,923        3,755        9,475       9,897
                                          -------      -------      -------     -------
                                           38,233       38,325      149,092     138,976
                                          -------      -------      -------     -------
     Operating Income                      12,416       11,868       31,327      37,386
  
     Other Income and Expense, Net
     Equity in earnings (losses) of          (158)         137         (351)      1,471
     TIC Enterprises, LLC, net
     Other                                     67          846          428       2,204
     Income taxes                              32         (344)         (27)     (1,286)
                                          -------      -------      -------     -------
                                             (59)          639           50       2,389
                                          -------      -------      -------     -------
     Interest Expense                       5,439        5,086       19,566      19,478
                                          -------      -------      -------     -------
     Net Income                            $6,918      $ 7,421      $11,811     $20,297
                                          =======      =======      =======     =======
     Net Income Per Share of Common
       Stock                                $0.55        $0.60        $0.93       $1.76
                                            =====        =====        =====       =====
     Dividends Per Share of Common
       Stock                               $0.245       $0.245        $0.98       $0.95
                                           ======       ======        =====       =====
     Weighted Average Number of 
       Shares of Common Stock
       Outstanding                     12,673,187   12,438,460   12,635,228   11,558,664
                                       ==========   ==========   ==========   ==========
  See the notes to the consolidated financial statements
  NUI Corporation and Subsidiaries
                            Consolidated Balance Sheet
                              (Dollars in thousands)
  
                                            December 31,   September 30,
                                                1998           1998   
                                            (Unaudited)         (*)  
                                                                    
     ASSETS
     Utility Plant
        Utility plant, at original cost      $745,964       $737,323
        Accumulated depreciation and         (241,963)      (234,484)
          amortization
        Unamortized plant acquisition          31,402         30,904
          adjustments
                                              -------        -------
                                              535,403        533,743
                                              -------        -------
     Funds for Construction Held by Trustee    46,972         12,254
                                              -------        -------
     Investment in TIC Enterprises, LLC,  
       net                                     23,717         23,874
                                              -------        -------
     Other Investments                          1,687          1,687
                                              -------        -------
     Current Assets
        Cash and cash equivalents               1,079            929
  
        Accounts receivable (less
        allowance for doubtful accounts of
        $2,004 and $1,714, respectively)      115,899         62,673
  
        Fuel inventories, at average cost      28,613         34,937
  
        Unrecovered purchased gas costs         7,118          8,061
  
        Prepayments and other                  40,817         37,790
                                              -------        -------
                                              193,526        144,390
                                              -------        -------
     Other Assets
        Regulatory assets                      50,442         50,475
        Deferred charges                       10,408         10,424
                                              -------        -------
                                               60,850         60,899
                                              -------        -------
                                             $862,155       $776,847
                                              =======        =======
     CAPITALIZATION AND LIABILITIES
     Capitalization
        Common shareholders' equity          $227,261       $222,992
        Preferred stock                             -              -
        Long-term debt                        268,884        229,098
                                              -------        -------
                                              496,145        452,090
                                              -------        -------
     Capital Lease Obligations                  8,126          8,566
                                              -------        -------
     Current Liabilities
        Notes payable to banks                106,380         87,630
  
        Current portion of capital lease        1,805          1,810
         obligations
  
        Accounts payable, customer deposits   105,863         87,158
         and accrued liabilities
  
        Federal income and other taxes          8,275          5,635
                                              -------        -------
                                              222,323        182,233
                                              -------        -------
     Deferred Credits and Other Liabilities
        Deferred Federal income taxes          63,791         62,519
        Unamortized investment tax credits      5,595          5,710
        Environmental remediation reserve      33,981         33,981
        Regulatory and other liabilities       32,194         31,748
                                              -------        -------
                                              135,561        133,958
                                              -------        -------
                                             $862,155       $776,847
                                              =======        =======
  
                    *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)
  Three Months      Twelve Months
                                                  Ended             Ended
                                              December 31,       December 31,
                                              1998    1997      1998      1997
  Operating Activities
     Net income                              $6,918    $7,421    $11,811    $20,297
     Adjustments to reconcile net income 
      to net cash provided by operating
      activities:
        Depreciation and amortization         6,915     6,812     26,153     24,181
        Deferred Federal income taxes         1,272       637        992      3,412
        Non-cash portion of restructuring
        and other non-recurring 
        charges                                   -         -      7,301          -
        Amortization of deferred 
        investment tax credits                 (115)     (105)      (471)      (453)
        Other                                   693      (221)     2,505       (476)
          Effect of changes in:
           Accounts receivable, net         (53,226)  (50,279)    (1,121)    (31,061)
           Fuel inventories                   6,324     3,524     (1,069)       (872)
           Accounts payable, deposits 
            and accruals                     18,705     5,915      5,443      22,012
           Over recovered purchased 
            gas costs                           943        29      2,455       4,212
           Other                                863     1,443    (19,129)    (14,347)
                                             ------    ------     ------      ------
       Net cash (used in) provided      
        by operating activities             (10,708)  (24,824)    34,870      26,905
                                             ------    ------     ------      ------
  
     Financing Activities
  
     Proceeds from sales of common 
      stock, new of treasury                    105     1,400     2,363       28,721
      stock purchased
  
     Dividends to shareholders               (3,106)   (3,070)  (12,347)     (11,025)
  
     Proceeds from issuance of 
      long-term debt                         40,000         -    40,000       53,569
  
     Funds for construction held by         (35,881)    3,784   (22,995)      18,492
     trustee, net                               
  
     Repayments of long-term debt                 -   (54,600)        -      (55,550)
  
     Principal payments under capital  
       lease obligations                       (445)     (441)   (1,796)      (1,680)
  
     Net short-term borrowings               18,750    32,537    19,415       10,640
                                             ------    ------    ------       ------
  
       Net cash provided by (used in)        19,423   (20,390)   24,640       43,167
                                             ------    ------    ------       ------
  
     Investing Activities
  
     Cash expenditures for utility plant     (8,447)  (11,548)  (56,868)     (52,637)
     Investment in TIC Enterprises, LLC           -         -         -      (22,584)
     Other                                     (118)   (1,578)   (2,016)         257
                                             ------    ------     -----       ------
       Net cash used in investing
        activities                           (8,565)  (13,126)  (58,884)     (74,964)
                                             ------    ------    ------       ------
     Net increase (decrease) in cash  
       and cash equivalents                     $150  $(58,340)     $626      $(4,892)
                                              =====    ======     =====        =====
     Cash and Cash Equivalents
     At beginning of period                    $929   $58,793      $453       $5,345
     At end of period                        $1,079      $453    $1,079         $453
  
     Supplemental Disclosures of 
       Cash Flows
  
     Income taxes paid (refunds 
       received), net                        $(805)   $2,300     $1,768       $7,855
     Interest paid                          $5,994    $7,429    $12,923      $21,671
  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. Its utility operations distribute natural gas and
     related services in six states along the eastern seaboard and comprise
     Elizabethtown Gas (New Jersey), 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; energy project development and consulting through its
     NUI Energy Solutions, Inc. subsidiary; environmental project development
     services through its NUI Environmental Group, Inc. subsidiary; customer
     account management and field operations systems and services through its
     Utility Business Services, Inc. subsidiary; and sales and marketing
     outsourcing through its 49% equity interest in TIC Enterprises, LLC
     (TIC). All intercompany accounts and transactions have been eliminated
     in consolidation.
  
     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, 1998.
  
     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):
  
                                      December 31,     September 30,
                                         1998               1998
  
     Common stock, no par value           $209,370        $207,356
     Shares held in treasury                (1,932)         (1,932)
     Retained earnings                      23,075          19,263
     Unearned employee compensation         (3,252)         (1,695)
                                           -------         -------
     Total common shareholders' equity    $227,261        $222,992
                                           =======         =======
  
     3. Restructuring
  
     In January 1999, the Company announced an early retirement program being
     offered to 35 bargaining unit employees in New Jersey.  The eligible
     employees have until March 19, 1999 to accept the proposal.  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
     fiscal 1999.  The cost of this early retirement program has not yet been
     quantified by the Company.
  
     4.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. In New Jersey, 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 the 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 New Jersey 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 Company also owns, or previously owned, ten former MGP facilities
     located in the states of North Carolina, South Carolina, Pennsylvania,
     New York and Maryland. 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.
  
     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 20 years. The reserve is net of approximately $4 million which
     will be borne by a prior owner and operator of two of the New Jersey
     sites in accordance with a cost sharing agreement. Of this reserve,
     approximately $30 million relates to the six New Jersey MGP sites and
     approximately $4 million relates to the ten sites located outside New
     Jersey. 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 this reserve by an amount that could range up to an
     additional $24 million and be incurred during a future period of time
     that may range up to 50 years. Of this additional $24 million in
     possible future expenditures, approximately $12 million relates to the
     New Jersey MGP sites and approximately $12 million relates to the sites
     located outside New Jersey. As compared with the $34 million reserve
     currently recorded on the Company's books as 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 New Jersey
     MGP sites have been authorized by the NJBPU to be recoverable in rates.
      The most recent NJBPU base rate order permits the Company to utilize
     full deferred accounting for expenditures related to its New Jersey
     sites and provides for the recovery of $130,000 annually. As of July
     1996, the Company is also able to recover MGP expenditures over a
     rolling seven-year period through its NJBPU approved MGP Remediation
     Adjustment Clause. As a result, the Company has begun rate recovery of
     approximately $4.4 million of environmental costs incurred through June
     30, 1997. Recovery of an additional $0.9 million in environmental costs
     incurred between July 1, 1997 and June 30, 1998 is currently pending
     NJBPU approval. Accordingly, the Company has recorded a regulatory asset
     of approximately $34 million as of December 31, 1998, reflecting the
     future recovery of environmental remediation liabilities related to New
     Jersey MGP sites.  The Company has also been successful in recovering a
     portion of MGP remediation costs incurred for the New Jersey sites from
     the Company's insurance carriers and continues to pursue additional
     recovery.  With respect to costs associated with the remaining MGP sites
     located outside New Jersey, 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       Twelve Months
                                              Ended              Ended
                                          December 31,        December 31,
                                        1998     1997         1998      1997
       Operating Revenues (Dollars
       in thousands)
       Firm Sales:
          Residential                  $56,594    $63,512   $191,154   $206,899
          Commercial                    25,768     30,884     86,854    105,720
          Industrial                     3,153      6,458     16,379     23,776
       Interruptible Sales              10,797     15,573     40,818     56,578
       Unregulated Sales               119,427    107,034    434,144    254,471
       Transportation Services           9,458      8,272     34,524     30,127
       Customer Service, Appliance                        
       Leasing and Other                 4,401      4,205     17,823     15,501
                                       -------     ------    -------    -------
                                      $229,598   $235,938   $821,696   $693,072
                                       =======    =======    =======    =======
       Gas Sold or Transported
       (MMcf)
       Firm Sales:
           Residential                   6,254      7,446     20,579     23,269
           Commercial                    3,315      4,249     11,142     14,070
           Industrial                      632      1,268      3,827      4,717
       Interruptible Sales               3,549      3,725     13,007     15,091
       Unregulated Sales                53,157     36,986    179,589     89,309
       Transportation Services           7,235      7,845     30,221     29,638
                                       -------     ------     ------    -------
                                        74,142     61,519    258,365    176,094
                                       =======     ======    =======    =======
       Average  Utility Customers
       Served
       Firm Sales:
           Residential                 342,553    336,038    340,587    336,032
           Commercial                   23,216     24,366     23,120     24,344
           Industrial                      277        308        267        305
       Interruptible Sales                  62        121         96        121
       Transportation                    3,418      1,467      3,436      1,533
                                       -------     ------    -------    -------
                                       369,526    362,300    367,506    362,335
                                       =======    =======    =======    =======
       Degree Days in New Jersey
           Actual                        1,466      1,778      4,044      4,804
           Normal                        1,806      1,725      5,193      4,978
           Percentage variance from 
             normal                        19%         3%        22%         3%
                                        warmer     colder     warmer     warmer
  
       Employees (period end)                                  1,056      1,147
  
       Ratio of Earnings to Fixed
         Charges (Twelve months                                 1.87       2.15
           only)
  
                         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. It's utility operations distribute natural gas and
     related services in six states along the eastern seaboard and comprise
     Elizabethtown Gas (New Jersey), 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 (NUI
     Energy); wholesale energy brokerage and related services through its NUI
     Energy Brokers, Inc. subsidiary (NUI Energy Brokers); energy project
     development and consulting through its NUI Energy Solutions, Inc.
     subsidiary; environmental project development services through its NUI
     Environmental Group, Inc. subsidiary; customer account management and
     field operations 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).
  
     Results of Operations
  
     The results for the three and twelve-month periods ending December 31,
     1998 as compared to the three and twelve-month periods ending December
     31, 1997 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 (Sales Tax), a New Jersey Corporate
     Business Tax (CBT) and a temporary Transitional Energy Facilities
     Assessment (TEFA).  In prior periods, GRAFT was recorded as a single
     line item as a reduction of operating margins.  Effective January 1,
     1998, TEFA is recorded in the energy taxes line item as a reduction of
     operating margins, CBT is recorded in the income taxes line item and
     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 twelve-month periods ending December
     31, 1998, the effect of the three new taxes as compared to the periods
     ended December 31, 1997 had the effect of reducing operating revenues by
     approximately $3.4 and $13.3 million, reducing energy taxes by
     approximately $4.1 and $16.0 million and increasing income tax expense
     by approximately $1.2 and $3.0 million, respectively.
  
     Three-Month Periods Ended December 31, 1998 and 1997
  
     Net Income.  Net income for the three-month period ended December 31,
     1998 was $6.9 million, or $0.55 per share, as compared with net income
     of $7.4 million, or $0.60 per share, for the three-month period ended
     December 31, 1997.  The decrease in the current year was primarily due
     to lower other income, higher income taxes, depreciation and interest
     expenses, partially offset by lower operations and maintenance expenses
     and higher margins.  
  
     Net income per share in the current period was also affected by the
     increased number of outstanding shares of common stock over the prior
     year period, issued through various stock plans.
  
     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 sale of the gas
     commodity, the Company's level of regulated operating revenues is not
     necessarily indicative of financial performance. The Company's operating
     revenues decreased by $6.3 million, or 3%, for the three-month period
     ended December 31, 1998 as compared with the three-month period ended
     December 31, 1997. This decrease was primarily due to a decrease of
     approximately $19.3 million in revenues from the Company's utility
     operations, as a result of warmer weather in all of the Company's
     service territories, as well as the effect of the change in the New
     Jersey tax law described above.  This decrease was partially offset by
     an increase of  $12.8 million or 12% in revenues from the Company's
     unregulated operations, primarily NUI Energy Brokers, as a result of
     increased activity in these operations.
  
     The Company's operating margins increased by $0.5 million, or 1%, for
     the three-month period ended December 31, 1998 as compared with the
     three-month period ended December 31, 1997. The increase is principally
     due to an increase in margins of $0.7 million from the Company's
     unregulated operations, as a result of improved performance in both the
     Company's retail and wholesale energy subsidiaries. Operating margins
     from the Company's customer service operations had a slight increase in
     margins of $0.1 million.  This increase was the result of customer
     additions by UBS, partially offset by less customer service activity in
     New Jersey as a result of a work stoppage by New Jersey bargaining unit
     employees during parts of November and December.  The Company's utility
     distribution operations experienced a decrease in margins of
     approximately $0.4 million, primarily due to the effect of warmer
     weather in all of the Company's service territories.  This decrease was
     partially offset by the change in the New Jersey tax law described
     above.  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 $2.5 million
     and $0.3 million higher in the fiscal 1999 and 1998 periods,
     respectively, than they otherwise would have been without such clauses.
  
     Other Operating Expenses. Operations and maintenance expenses decreased
     approximately $1.3 million, or 5%, for the three-month period ended
     December 31, 1998 as compared with the three-month period ended December
     31, 1997. The decrease was primarily the result of savings associated
     with the Company's reorganization in the fourth quarter of fiscal 1998,
     as well as lower costs in the current period associated with the growth
     in the Company's unregulated operations. These decreases were partially
     offset by previously deferred post-retirement benefit expenses which are
     being expensed and recovered through rates effective October 1, 1998.
  
     Depreciation and amortization expenses increased approximately $0.4
     million in the current period primarily due to additional plant in
     service.
  
     Income tax expense increased by approximately $1.2 million in the
     current period as a result of the change in the New Jersey tax law
     described above.
  
     Other Income and (Expense), Net. Other income and expense, net,
     decreased approximately $0.7 million for the three-month period ended
     December 31, 1998 as compared with the three-month period ended December
     31, 1997.  The decrease was primarily due to a gain on marketable
     securities of approximately $0.6 million in the prior year period. 
     Additionally, TIC experienced lower earnings in the current period as a
     result of additional investments made to grow its sales programs and
     expand product lines.
  
     Interest Expense. Interest expense increased by approximately $0.4
     million for the three-month period ended December 31, 1998 as compared
     with the three-month period ended December 31, 1997. The increase
     principally reflects higher average short-term borrowings, as well as
     the effect of interest on the Company's $40 million bond issuance in
     December 1998 ( see "Financing Activities and Resources").
  
     Twelve-Month Periods Ended December 31, 1998 and 1997  
  
     Net Income. Net income for the twelve-month period ended December 31,
     1998 was $11.8 million, or $0.93 per share, as compared with $20.3
     million, or $1.76 per share, for the twelve-month period ended December
     31, 1997. The decrease in the current period was primarily due to after-
     tax non-recurring charges of approximately $5.9 million, or $0.47 per
     share, associated with the restructuring of operations, an early
     retirement program and other workforce reductions in the fourth quarter
     of fiscal 1998.  Absent these non-recurring charges, net income would
     have been $17.7 million or $1.40 per share.  The decrease in recurring
     earnings was mainly attributed to lower other income and higher
     depreciation, partially offset by lower operations and maintenance
     expenses and higher margins. 
  
     Net income per share for the twelve-month period ended December 31, 1998
     was also affected by the increased average number of outstanding shares
     of NUI common stock as compared with the prior twelve-month period,
     principally reflecting the Company's issuance of 1.0 million shares in
     September 1997 and the effect of issuances through various stock plans.
  
     Operating Revenues and Operating Margins. The Company's operating
     revenues for the twelve-month period ended December 31, 1998 increased
     approximately $128.6 million, or 18.6%, as compared with the twelve-
     month period ended December 31, 1997. The increase was principally due
     to an increase in unregulated sales of approximately $188.3 million
     resulting from increased activity by NUI Energy Brokers and NUI Energy,
     customer growth and increased customer service and appliance leasing
     revenues. These increases were partially offset by the effect of warmer
     weather, primarily in New Jersey, where it was 16% warmer than the prior
     twelve-month period and 22% warmer than normal.
  
     The Company's operating margins increased by approximately $4.1 million,
     or 2%, for the twelve-month period ended December 31, 1998 as compared
     with the twelve-month period ended December 31, 1997. The increase
     reflects approximately $1.9 million of additional margins generated by
     the Company's utility distribution operations, approximately $2.1
     million of additional customer service and appliance leasing margins and
     approximately $0.1 million of additional margins related to the
     Company's unregulated operations. The increase in utility distribution
     margins was primarily due to the change in the New Jersey tax law and
     customer growth, partially offset by the effect of warmer weather in the
     current twelve-month period in all of the Company's service territories,
     part of which was not fully recovered from customers under weather
     normalization clauses. As a result of weather normalization clauses,
     operating margins were approximately $7.8 million higher in the current
     twelve-month period, than they otherwise would have been without such
     clauses. In the prior twelve-month period, operating margins were
     approximately $2.5 million higher than they otherwise would have been
     without such clauses. The increase in margins from the customer service
     operations was primarily due to customer additions by UBS, an increase
     in the appliance leasing rates in Florida and increased customer service
     in New Jersey.
  
     Other Operating Expenses. Operations and maintenance expenses decreased
     approximately $0.8 million, or 1%, for the twelve-month period ended
     December 31, 1998 as compared with the twelve-month period ended
     December 31, 1997. The decrease was primarily due to savings associated
     with the Company's reorganization in the fourth quarter of fiscal 1998,
     as well as a higher pension credit in the current period.  These
     decreases were partially offset by an increase in expenses associated
     with the continued growth in the Company's unregulated operations.
  
     The Company incurred approximately $9.7 million of pre-tax non-recurring
     charges in the fourth quarter of fiscal 1998 associated with the
     restructuring of the Company's operations, an early retirement program
     for non-bargaining unit personnel and other workforce reductions.
  
     The increase in depreciation and amortization expenses of approximately
     $1.5 million for the twelve-month period ended December 31, 1998 as
     compared to the twelve-month period ended December 31, 1997 was
     primarily due to additional plant in service. 
  
     The decrease in income tax expense of approximately $0.4 million for the
     twelve-month period ended December 31, 1998 was due to lower pre-tax
     income, 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 $2.3 million for the twelve-month period ended December
     31, 1998 as compared with the 1997 period.  The decrease was primarily
     due to lower results from TIC in the current period as a result of
     additional investments made by TIC to grow its sales programs and
     increase product lines.  Additionally, the prior year reflects a gain on
     marketable securities of approximately $0.6 million, as well as a gain
     of approximately $0.7 million from the sale of certain property in
     Florida.
  
     Regulatory Matters
  
          On February 9, 1999 the "Electric Discount and Energy Competition
     Act" was signed into law in New Jersey.  The legislation has several
     provisions that affect gas utilities.  It provides all gas customers
     with the ability to choose  an alternate natural gas supplier by
     December 31, 1999.  At the same time, the utility will continue to
     provide basic gas service through December 2002 when the New Jersey
     Board of Public Utilities ("NJBPU") will decide if the gas supply
     function should be made competitive.  The NJBPU will also conduct
     proceedings to determine whether customers should be afforded the option
     of contracting with an alternative provider of billing, collection,
     meter reading and other services that may be deemed competitive by
     December 31, 2000.
  
     On August 20, 1998, the NJBPU approved the Company's petition to
     increase its annual purchased gas revenues in New Jersey by $9 million.
     Additionally, the Company was authorized to retain 15% of margins from
     utility off-system sales and capacity release credits. The Company
     previously retained 20% of margins from these items.
  
     The Company recently filed a proposed residential transportation program
     to allow customers to contract with third-party suppliers by September
     2001. Action on this proposal is anticipated in early 1999.
  
     In July 1997, the State of New Jersey enacted legislation which
     eliminated the current 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 non-utility corporations in the State, and a third tax called the
     Transitional Energy Facilities Assessment tax (TEFA). The legislation
     was intended, in part, to provide comparability between utilities that
     pay Gross Receipts and Franchise Taxes and non-utility energy companies
     that do not. The TEFA tax is scheduled to be phased out over five years.
      Effective January 1, 1999, a 13% reduction of TEFA was approved.  These
     tax changes are designed to have no effect on the Company's net income,
     and will not have a material effect on working capital (See _Results of
     Operations_ for the effect on the Company's operations).  The Company
     paid approximately $27 million to the State for these taxes in 1998.
  
     Financing Activities and Resources
  
     The Company had a net use of cash from operating activities of $10.7
     million and $24.8 million for the three-month periods ended December 31,
     1998 and 1997, respectively.  The decrease in the three-month period
     ended December 31, 1998 was primarily due to the timing of payments to
     gas suppliers.  For the twelve-month period ended December 31, 1998, the
     Company's net cash provided by operating activities was $34.9 million as
     compared with $26.9 million in the prior year period.  This increase was
     primarily due to improved collections on receivables.
  
     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 $98.5 million at 5.73% for the three-month period ended
     December 31, 1998 and $79.4 million at 5.95% for the three-month period
     ended December 31, 1997. The weighted average daily amounts of notes
     payable to banks increased primarily to finance capital spending pending
     long-term financing.  At December 31, 1998, the Company had outstanding
     notes payable to banks amounting to $106.4 million and available unused
     lines of credit amounting to $29.6 million. Notes payable to banks
     increased as of December 31, 1998 as compared to the balance outstanding
     at September 30, 1998, due to seasonal borrowing requirements.
  
     Long-Term Debt and Funds for Construction Held by Trustee.  On December
     8, 1998, the Company issued $40 million of tax-exempt Gas Facilities
     Revenue Bonds at an interest rate of 5.25%.  These bonds will mature in
     November, 2033 and the proceeds will be used to finance a portion of the
     Company's capital expenditure program in New Jersey. 
      
     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 December 31, 1998, the
     Company has issued $70 million of Medium-Term Notes subject to the shelf
     registration statement. The Company currently anticipates issuing
     additional securities subject to the shelf registration during 1999.
  
     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 December 31, 1998, the total unexpended portions of
     all of the Company's Gas Facilities Revenue Bonds were $43 million and
     are classified on the Company's consolidated balance sheet, including
     interest earned thereon, as funds for construction held by trustee.
  
     Common Stock. The Company periodically issues shares of common stock in
     connection with NUI Direct, the Company's dividend reinvestment plan and
     certain employee benefit plans. The proceeds from such issuances
     amounted to approximately $0.1 million and $1.5 million for the three-
     month periods ended December 31, 1998 and 1997, respectively, and were
     used primarily to reduce outstanding short-term debt.  The decrease in
     proceeds received in the three-month period ended December 31, 1998 as
     compared to the three-month period ended December 31, 1997 reflects that
     several of these plans commenced purchasing shares on the open market
     during 1998 to fulfill the plans' requirements.  Under the terms of
     these plans, the Company may periodically change the method of
     purchasing shares from open market purchases to purchases directly from
     the Company, or vice versa.
  
     Dividends. 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 $42.2 million of cash dividends at December 31, 1998.
  
     Capital Expenditures and Commitments
  
     Capital expenditures, which consist primarily of expenditures to expand
     and upgrade the Company's gas distribution systems, were $8.4 million
     for the three-month period ended December 31, 1998 as compared with
     $11.5 million for the three-month period ended December 31, 1997.
     Capital expenditures are expected to be approximately $59.0 million for
     all of fiscal 1999, as compared with a total of $60.9 million in fiscal
     1998.
  
     The Company owns or previously owned six former manufactures gas plant
     (MGP) sites in the state of New Jersey and ten former MGP sites in the
     states of North Carolina, South Carolina, Pennsylvania, New York and
     Maryland.  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 New Jersey MGP sites and approximately $4 million relates to the MGP
     sites located outside New Jersey. 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 this reserve by an amount that could
     range up to an additional $24 million and be incurred during a future
     period of time that may range up to 50 years. Of this $24 million in
     possible additional expenditures, approximately $12 million relates to
     the New Jersey sites and approximately $12 million relates to the
     remaining MGP sites. As compared with the $34 million reserve currently
     recorded on the Company's books as 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 New Jersey MGP sites will be
     recoverable in rates or from insurance carriers. In New Jersey, the
     Company is currently recovering environmental costs on an annual basis
     through base rates and over a rolling seven-year period through its MGP
     Remediation Adjustment Clause. As a result, the Company has begun rate
     recovery of approximately $4.4 million of environmental costs incurred
     through June 30, 1997. Recovery of an additional $0.9 million in
     environmental costs incurred between July 1, 1997 and June 30, 1998 is
     currently pending NJBPU approval. With respect to costs which may be
     associated with the MGP sites located outside the state of New Jersey,
     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 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 $72.2 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 7.6 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.
  
     Market Risk Exposure
  
     The Company's wholesale trading subsidiary, NUI Energy Brokers, uses
     derivatives for multiple purposes:  1) to hedge price commitments and
     minimize the risk of fluctuating gas prices, 2) to take advantage of
     market information and opportunities in the marketplace, and 3) to
     fulfill its trading strategies and, therefore, ensure favorable prices
     and margins.  These derivative instruments include forwards, futures,
     options, and swaps.
  
     The risk associated with uncovered derivative positions is closely
     monitored on a daily basis, and controlled in accordance with NUI Energy
     Brokers' Risk Management Policy.  This policy has been approved by the
     Company's Board of Directors and dictates policies and procedures for
     all trading activities.  The policy defines both value-at-risk (VaR) and
     loss limits, and all traders are required to sign and follow this
     policy.  At the end of each day, all trading positions are marked to
     market and a VaR is calculated.  This information, as well as the status
     of all limits, is disseminated to senior management daily.
  
     NUI Energy Brokers utilizes the variance/covariance VaR methodology. 
     Using a 95% confidence interval and a one day time horizon, as of
     December 31, 1998, NUI Energy Brokers' VaR was $200,000.
  
     Year 2000
  
     Many existing computer programs and systems with embedded digital
     microcontrollers, use only two digits to identify a year in the date
     field, or were not designed in other ways to provide for the upcoming
     change in the century. If not corrected, many systems that use digital
     technology could fail or create errors that may result in a significant
     adverse impact on NUI's ability to provide service, its regulatory
     relations and financial condition.
  
     NUI has developed a Risk Mitigation Plan (the Plan) as an internal guide
     to its systems readiness program. The purpose of the program is to
     mitigate the risks associated with Year 2000 technology issues. The Plan
     includes the following phases: (i) development of a detailed inventory
     of all information technology (IT) and non-IT systems that incorporate
     any technology component including embedded microprocessors and
     microcontrollers (Inventory Phase); (ii) assessment of those systems for
     Year 2000 vulnerability (Assessment Phase); (iii) remediation of the
     affected systems (Remediation Phase); and (iv) testing of sub-systems,
     hardware, operating and application software running as integrated
     systems (Testing Phase). In addition, the Plan requires (v) an analysis
     of the risk of system failure and the consequences of failure in order
     to focus testing resources and prioritization of resources under
     contingency plans (Risk Analysis). The Inventory, Assessment and the
     Risk Analysis Phases include material direct third-party suppliers and
     vendors. The final phase is (vi) contingency planning, which is
     described below.
  
     Under the Plan, NUI has established an executive level Year 2000
     Committee (the Committee) to monitor the Company's Year 2000 progress.
     This Committee is chaired by NUI's Chief Operating Officer and includes
     the senior managers of all NUI's business units, the Chief
     Administrative Officer, General Counsel and Secretary and the Vice
     President of Corporate Development and Treasurer. The Committee receives
     monthly reports from a project coordinator and team. Members of the team
     are responsible for NUI gas distribution system controls, computer
     hardware, operating and communication systems, and for critical
     suppliers. The Chairman of the Committee is scheduled to report to NUI's
     Board of Directors on Year 2000 issues on a periodic basis.
  
     All major billing, field service, networked information technology and
     gas distribution control and monitoring systems have been inventoried.
     Substantial completion of detailed inventorying of known material
     systems with embedded microcontrollers comprising environmental and
     support systems, such as telephone systems, heating and air
     conditioning, and backup electric generating systems are currently
     scheduled for completion by the end of February 1999.
  
     Assessment of financial and field service systems and natural gas
     distribution control and monitoring systems is substantially complete.
     The entire Assessment Phase is currently scheduled for substantial
     completion by April  1999.
  
     Other than the hand-held meter reading units, which are scheduled to be
     replaced starting in April 1999, all known hardware and operating
  
     systems that handle billing and field service, and which required
     remediation, have been replaced. NUI's billing system in Pennsylvania is
     currently scheduled to be replaced by August and North Carolina is
     currently scheduled to be replaced by March  1999.  NUI's financial
     systems will be upgraded to a new version of third-party supplied
     software, which is currently scheduled for completion in September 1999.
     Certain telephone systems may require remediation that is scheduled for
     completion by the end of March 1999.  Any other remediation will be
     reviewed as and when the need arises.
  
     Individual programs are generally being tested on a stand-alone basis as
     they are remediated.  However, suites of programs must be tested as
     entire systems, running on remediated hardware and operating systems.
     Completion of such integrated testing for natural gas distribution and
     control and monitoring systems is scheduled for April 1999.  Billing and
     field service software is currently planned for the end of June 1999.
     Integrated testing of other systems is scheduled for completion by the
     end of September 1999.
  
     The Risk Analysis Phase involved NUI assigning priority ratings to each
     of its major systems, based on both the risk of the systems' failure and
     the potential consequences to the underlying business.  This was without
     taking into account alternatives available under contingency planning. 
     Systems supporting business processes which might affect human safety
     were assigned the highest rating.
  
     NUI's systems and customers are vulnerable to systems operated by third-
     parties that may not be Year 2000 ready. NUI has identified its critical
     direct suppliers and vendors. These include, at the very highest level
     of importance, interstate pipeline suppliers, telecommunications
     carriers, and electric suppliers. Interstate pipeline suppliers must
     appropriately schedule and control gas supplies to NUI's own
     distribution systems. Telecommunications carriers' digital circuits are
     used to control and monitor NUI's gas distribution system with voice
     circuits as emergency backup and for customers' reporting of
     emergencies. Electricity supplies are critical to NUI's customers for
     natural gas heating equipment and industrial process control.
  
     NUI is assessing the Year 2000 readiness of its critical suppliers and
     the substantial portion of the assessment work will occur throughout
     1999.  Assessment of third party systems is currently scheduled to be
     substantially complete by June 1999.  NUI will continue to work with
     these suppliers through 1999 to gain greater assurance that appropriate
     steps are being taken to ensure security of supply and the continued
     accurate exchange of critical data. Any remediation and contingency
     planning will be reviewed and determined based on the results of such
     third-party assessment.
  
     The total estimated costs of assessing, remediating and testing NUI's
     systems for Year 2000 compliance is approximately $3.3 million, of which
     approximately $2.0 million has been incurred through December 31, 1998.
     Approximately 50% of these costs will relate to capital projects.  The
     Company has, and will continue, to fund these costs from the operations
     of the Company. These estimated costs do not include any third-party
     remediation that may be required, or any resulting contingency planning.
  
     Customers are dependent on NUI's reliable and secure gas supply,
     emergency response and billing services. Each of these services relies
     on the Company's computer systems.  A failure in these systems could
     materially interrupt the normal flow of these services and significantly
     impact human safety and physical property and have a significant adverse
     financial impact on NUI, its customers and suppliers. NUI and third-
     party critical suppliers are also interdependent, and failure of third-
     party suppliers to be Year 2000 ready could significantly impact the
     Company's ability to serve its customers.  Third-party systems are being
     reviewed however NUI has not ascertained a reasonably likely worst case
     scenario.  Due to the general uncertainty of the Year 2000 problem,
     resulting in part from the uncertainty of the Year 2000 readiness of
     third-parties, the Company is unable to determine at this time whether
     the consequences of year 2000 failures will have a material impact on
     the Company's results of operations or financial condition. The Plan is
     expected to significantly reduce the Company's level of uncertainty
     about the Year 2000 problem and the readiness of third-parties. The
     Company believes that due to its Plan, the likelihood of major
     consequences should be reduced.
  
     Contingency plans are being developed as necessary for the Company's own
     systems and its third-party relationships, in response to its
     assessments, remediation and testing activities. Contingency planning is
     currently scheduled to be completed by June 1999.
  
     Forward-Looking Statements
  
     This document contains forward-looking statements within the meaning of
     Section 21E of the Securities Exchange Act of 1934, as amended.  The
     Company cautions that, while it believes such statements to be
     reasonable and are made in good faith, such forward-looking statements
     almost always vary from actual results, and the differences between
     assumptions made in making such statements and actual results can be
     material, depending upon the circumstances.  Factors, which may make the
     actual results differ from anticipated results include, but are not
     limited to, economic conditions; unforeseen competition; weather
     conditions; fluctuations in the price of natural gas and other forms of
     energy; the outcome of certain assumptions made in regard to Year 2000
     issues; and other uncertainties, all of which are difficult to predict
     and many of which are beyond the control of the Company.  Accordingly,
     investors should not rely upon these forward-looking statements in
     making investment decisions.
  
                        PART II - OTHER INFORMATION
  
     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.
     February 12, 1999                    President and Chief
                                          Executive Officer
  
                                          A. MARK ABRAMOVIC
     February 12 , 1999                   Sr. Vice President, Chief
                                          Operating & Chief
                                          Financial Officer