No. 33-    


                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549


                                 FORM S-8
                          REGISTRATION STATEMENT
                                   Under
                        THE SECURITIES ACT OF 1933

                              NUI CORPORATION
          (Exact name of registrant as specified in its charter)

                New Jersey                       22-1869941        
      (State or other jurisdiction of         (I.R.S. Employer
       incorporation or organization        Identification No.)

                          550 Route 202-206, Box 760,
                      Bedminster, New Jersey 07921-0760      
                 (Address of principal executive offices)


                              NUI CORPORATION
                     1996 DIRECTOR STOCK PURCHASE PLAN
                         (Full title of the plan)

                             JAMES R. VAN HORN
                       General Counsel and Secretary
                              NUI Corporation
                        550 Route 202-206, Box 760,
                     Bedminster, New Jersey 07921-0760      
                  (Name and address of agent for service)

                               (908) 781-0500             
                (Telephone number, including area code, of
                            agent for service)
                                                

                      Copy of all communications to:
                          MARTIN RUBASHKIN, ESQ.
                           Bourne, Noll & Kenyon
                          382 Springfield Avenue
                         Summit, New Jersey 07901<PAGE>



                          (Cover Page Continued)

                      CALCULATION OF REGISTRATION FEE

                                    Proposed    Proposed
                                    Maximum     Maximum
     Title of                       Offering    Aggregate   Amount of
     Securities to  Amount to be    Price Per   Offering    Registration
     be Registered  Registered (1)  Share (2)   Price (2)   Fee (2)    

     Common Stock   70,000          $ 18.9375   $1,325,625  $ 457.11
     No Par Value                                       
     (and
     associated
     stock
     purchase
     rights)(3)

     In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
     this registration statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the employee benefit plan
     described herein.

     (1)       This Registration Statement also relates to such
     indeterminate number of additional shares of registrant's Common Stock
     as may be issuable as a result of stock splits, stock dividends or
     similar transactions.

     (2)  The registration fee is calculated by using $ 18.9375 per
     share as the average of the high and low sales prices per share as
     reported on the New York Stock Exchange on April 8,1996,solely for the
     purpose of determining the registration fee for the 70,000 shares
     registered hereby.  See SEC Rule 457(c) and (h).

     (3)       Prior to the occurrence of certain events, the stock
     purchase rights will not be evidenced separately from the common
     stock.



                                  PART II

     ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

               There are  hereby incorporated  by reference  the  following
     documents:

               (a)  The registrant's  Annual Report  on Form  10-K for  its
                    fiscal year ended September 30, 1995;

               (b)  The registrant's Quarterly Reports on Form 10-Q and 10-
                    Q/A for the quarter ended December 31, 1995; 

               (c)  The registrant's Current Reports on Form 8-K dated 
                    October 24, 1995 and December 1, 1995;  

               (d)  The registrant's  Definitive  Proxy Statement  for  its
                    Annual Meeting of Shareholders held on March 12, 1996;

               (e)  The registrant's  Registration Statement  on Form  8-A,
                    filed on May 28,  1982 and Amendment  No. 1 thereto  on
                    Form 8-A/A, filed on September 16, 1993;

               (f)  The registrant's  Registration  Statement on  Form  8-A
                    filed on December 1, 1995;

               (g)  The registrant's  Registration  Statement on  Form  S-3
                    filed on April 4, 1996.

               All documents subsequently filed by the registrant
     pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
     Exchange Act of 1934, prior to the filing of a post-effective
     amendment which indicates that all securities offered have been sold
     or which deregisters all securities remaining unsold, shall be deemed
     to be incorporated by reference in this registration statement and to
     be part hereof from the date of filing of such documents.  Any
     statement contained in a document incorporated or deemed to be
     incorporated by reference herein shall be deemed to be modified or
     superseded for purposes of this Registration Statement on Form S-8 to
     the extent that a statement contained in any other subsequently filed
     document which also is or is deemed to be incorporated by reference
     herein modifies or supersedes such statement.  Any statement so
     modified or superseded shall not be deemed, except as so modified or
     superseded, to constitute a part of this Registration Statement on
     Form S-8.

     ITEM 4.   DESCRIPTION OF SECURITIES

          Not Applicable


     ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          Not Applicable<PAGE>


     ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

               As authorized under New Jersey law, the registrant's
     certificate of incorporation provides that a director or officer shall
     not be personally liable to the corporation or its shareholders for
     breach of duty owed to the corporation, except to the extent that such
     exception from, or limitation of, liability is not permitted under the
     New Jersey Business Corporation Act.

               Under its certificate of incorporation, the registrant is
     required, to the full extent permitted by law, to indemnify its
     directors, officers, employees and agents.  The New Jersey Business
     Corporation Act provides that a corporation may indemnify its
     directors, officers, and agents against judgments, fines, penalties,
     amounts paid in settlement and expenses, including attorney's fees,
     resulting from various types of legal actions or proceedings if the
     actions of the party being indemnified meet the standards of conduct
     specified therein.  Determinations concerning whether the applicable
     standard of conduct has been met can be made by (a) a disinterested
     majority of the board of directors, (b) independent legal counsel, or
     (c) an affirmative vote of a majority of shares held by the
     shareholders.  No indemnification shall be made to or on behalf of a
     corporate director, officer, employee or agent if a judgment or other
     final adjudication adverse to such person establishes that his acts or
     omissions (a) were breaches of his duty of loyalty to the corporation
     or its shareholders, (b) were not in good faith or involved a knowing
     violation of law or (c) resulted in receipt by such person or an
     improper personal benefit.

               The registrant's directors and officers are insured against
     losses arising from any claim against them as such for wrongful acts
     or omissions, subject to certain limitations.

     ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

               Not applicable


     ITEM 8.   EXHIBITS

     4(a)      Registrant's Amended and Restated Certificate of
               Incorporation as amended to date (incorporated by reference
               to Exhibit 3 (i) of the registrant's Form 10-K for the
               fiscal year ended September 30, 1991, Exhibit 3 (i) of the
               registrant's Form 10-K for the fiscal year ended September
               30, 1995, and Exhibit A of the registrant's Form 8-A filed
               on December 1, 1995).   

     5         Opinion and Consent of Bourne, Noll & Kenyon

     24(a)     Consent of Counsel (included in Exhibit 5)

     24(b)     Consent of Independent Auditors

     ITEM 9.   UNDERTAKINGS

               The registrant hereby undertakes to file, during any period
     in which offers or sales are being made, a post-effective amendment to
     this registration statement (1) to include any prospectus required by
     Section 10(a)(3) of the Securities Act of 1933; (2) to reflect in the
     prospectus any facts or events arising after the effective date of the
     registration statement (or the most recent post-effective amendment
     thereof) which, individually or in the aggregate, represent a
     fundamental change in the information set forth in the registration
     statement; (3) to include any material information with respect to the
     plan of distribution not previously disclosed in the registration
     statement or any material change to such information in the
     registration statement; provided, however, that sections (1) and (2)
     above do not apply if the registration statement is on Form S-3 or
     Form S-8 and information required to be included in a post-effective
     amendment by those sections is contained in periodic reports filed by
     the registrant pursuant to Section 13 or Section 15(d) of the
     Securities Exchange Act of 1934 that are incorporated by reference in
     the registration statement.

               The registrant hereby undertakes (1) that, for the purpose
     of determining any liability under the Securities Act of 1933, each
     such post-effective amendment to this registration statement shall be
     deemed to be a new registration statement relating to the securities
     offered therein, and the offering of such securities at that time
     shall be deemed to be the initial bona fide offering thereof and (2)
     to remove from registration by means of a post-effective amendment any
     of the securities being registered which remain unsold at the
     termination of the offering.

               The registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act of 1933, each
     filing of the registrant's annual report pursuant to Section 13(a) or
     Section 15(d) of the Securities Exchange Act of 1934 that is
     incorporated by reference in the registration statement shall be
     deemed to be a new registration statement relating to the securities
     offered therein, and the offering of such securities at that time
     shall be deemed to be the initial bona fide offering thereof.

               Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 may be permitted to directors, officers and
     controlling persons of the registrant pursuant to the foregoing
     provisions, or otherwise, the registrant has been advised that in the
     opinion of the Securities and Exchange Commission such indemnification
     is against public policy as expressed in the Act  and is, therefore,
     unenforceable.  In the event that a claim for indemnification against
     such liabilities (other than the payment by the registrant of expenses
     incurred or paid by a director, officer or controlling person of the
     registrant in the successful defense of any action, suit or
     proceeding) is asserted by such director, officer or controlling
     person in connection with the securities being registered, the
     registrant will, unless in the opinion of its counsel the matter has
     been settled by controlling precedent, submit to a court of
     appropriate jurisdiction the question whether such indemnification by
     it is against public policy as expressed in the Act and will be
     governed by the final adjudication of such issue.

                                SIGNATURES

     The Registrant

               Pursuant to the requirements of the Securities Act of 1933,
     the registrant certifies that it has reasonable grounds to believe
     that it meets all of the requirements for filing on Form S-8 and has
     duly caused this registration statement to be signed on its behalf by
     the undersigned, thereunto duly authorized, in the Township of
     Bedminster, State of New Jersey, on April 11, 1996.


                                   NUI CORPORATION



                                   By: /S/ James R. Van Horn      
                                          James R. Van Horn
                                          Corporate Secretary


               Pursuant to the requirements of the Securities Act of  1933,
     this registration statement  has been  signed below  by the  following
     persons in the capacities and on the date indicated.

            Signatures                 Capacity                Date

       /S/ John Kean, Jr.     President, Chief Executive  April 11, 1996
          John Kean, Jr.      Officer and Director
                              (Principal Executive
                              Officer) 

                *
             John Kean        Chairman and Director       April 11, 1996

      /S/ Stephen M. Liaskos  Controller (Principal       April 11, 1996
         Stephen M. Liaskos   Financial and Accounting        
                              Officer)
                 *         
         Calvin R. Carver     Director                    April 11, 1996
                 *         
         Vera King Farris     Director                    April 11, 1996
                 *         
          Bernard S. Lee      Director                    April 11, 1996
                 *          
         R. Van Whisnand      Director                    April 11, 1996
                 *          
          John Winthrop       Director                    April 11, 1996


     *    James R. Van Horn, by signing his name hereto, does sign this
          document on behalf of each of the persons indicated above
          pursuant to powers of attorney duly executed by such persons and
          filed as exhibits herewith.

                                    /S/ James R. Van Horn            
                                   James R. Van Horn, Attorney-in-Fact<PAGE>


                                 EXHIBITS

     Exhibit Number

     5         Opinion of Bourne, Noll & Kenyon

     24(a)     Consent of Counsel (included in
               Exhibit 5)

     24(b)     Consent of Independent Public Accountants

     25        Power of Attorney<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14950}]
{"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": "S-8", "act": "33", "file-number": "333-02423", "film-number": "96546078"}, "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"}}
No. 33-    

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 FORM S-8
                          REGISTRATION STATEMENT
                                   Under
                        THE SECURITIES ACT OF 1933

                              NUI CORPORATION
          (Exact name of registrant as specified in its charter)

                New Jersey                       22-1869941        
      (State or other jurisdiction of         (I.R.S. Employer
       incorporation or organization        Identification No.)

                          550 Route 202-206, Box 760,
                      Bedminster, New Jersey 07921-0760      
                 (Address of principal executive offices)

                              NUI CORPORATION
                     1996 DIRECTOR STOCK PURCHASE PLAN
                         (Full title of the plan)

                             JAMES R. VAN HORN
                       General Counsel and Secretary
                              NUI Corporation
                        550 Route 202-206, Box 760,
                     Bedminster, New Jersey 07921-0760      
                  (Name and address of agent for service)

                               (908) 781-0500             
                (Telephone number, including area code, of
                            agent for service)
                                                

                      Copy of all communications to:
                          MARTIN RUBASHKIN, ESQ.
                           Bourne, Noll & Kenyon
                          382 Springfield Avenue
                         Summit, New Jersey 07901
(Cover Page Continued)

                      CALCULATION OF REGISTRATION FEE

                                    Proposed    Proposed
                                    Maximum     Maximum
     Title of                       Offering    Aggregate   Amount of
     Securities to  Amount to be    Price Per   Offering    Registration
     be Registered  Registered (1)  Share (2)   Price (2)   Fee (2)    

     Common Stock   70,000          $ 18.9375   $1,325,625  $ 457.11
     No Par Value                                       
     (and
     associated
     stock
     purchase
     rights)(3)

     In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
     this registration statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the employee benefit plan
     described herein.

     (1)       This Registration Statement also relates to such
     indeterminate number of additional shares of registrant's Common Stock
     as may be issuable as a result of stock splits, stock dividends or
     similar transactions.

     (2)  The registration fee is calculated by using $ 18.9375 per
     share as the average of the high and low sales prices per share as
     reported on the New York Stock Exchange on April 8,1996,solely for the
     purpose of determining the registration fee for the 70,000 shares
     registered hereby.  See SEC Rule 457(c) and (h).

     (3)       Prior to the occurrence of certain events, the stock
     purchase rights will not be evidenced separately from the common
     stock.

                                  PART II

     ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

               There are  hereby incorporated  by reference  the  following
     documents:

               (a)  The registrant's  Annual Report  on Form  10-K for  its
                    fiscal year ended September 30, 1995;

               (b)  The registrant's Quarterly Reports on Form 10-Q and 10-
                    Q/A for the quarter ended December 31, 1995; 

               (c)  The registrant's Current Reports on Form 8-K dated 
                    October 24, 1995 and December 1, 1995;  

               (d)  The registrant's  Definitive  Proxy Statement  for  its
                    Annual Meeting of Shareholders held on March 12, 1996;

               (e)  The registrant's  Registration Statement  on Form  8-A,
                    filed on May 28,  1982 and Amendment  No. 1 thereto  on
                    Form 8-A/A, filed on September 16, 1993;

               (f)  The registrant's  Registration  Statement on  Form  8-A
                    filed on December 1, 1995;

               (g)  The registrant's  Registration  Statement on  Form  S-3
                    filed on April 4, 1996.

               All documents subsequently filed by the registrant
     pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
     Exchange Act of 1934, prior to the filing of a post-effective
     amendment which indicates that all securities offered have been sold
     or which deregisters all securities remaining unsold, shall be deemed
     to be incorporated by reference in this registration statement and to
     be part hereof from the date of filing of such documents.  Any
     statement contained in a document incorporated or deemed to be
     incorporated by reference herein shall be deemed to be modified or
     superseded for purposes of this Registration Statement on Form S-8 to
     the extent that a statement contained in any other subsequently filed
     document which also is or is deemed to be incorporated by reference
     herein modifies or supersedes such statement.  Any statement so
     modified or superseded shall not be deemed, except as so modified or
     superseded, to constitute a part of this Registration Statement on
     Form S-8.

     ITEM 4.   DESCRIPTION OF SECURITIES

          Not Applicable

     ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          Not Applicable
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

               As authorized under New Jersey law, the registrant's
     certificate of incorporation provides that a director or officer shall
     not be personally liable to the corporation or its shareholders for
     breach of duty owed to the corporation, except to the extent that such
     exception from, or limitation of, liability is not permitted under the
     New Jersey Business Corporation Act.

               Under its certificate of incorporation, the registrant is
     required, to the full extent permitted by law, to indemnify its
     directors, officers, employees and agents.  The New Jersey Business
     Corporation Act provides that a corporation may indemnify its
     directors, officers, and agents against judgments, fines, penalties,
     amounts paid in settlement and expenses, including attorney's fees,
     resulting from various types of legal actions or proceedings if the
     actions of the party being indemnified meet the standards of conduct
     specified therein.  Determinations concerning whether the applicable
     standard of conduct has been met can be made by (a) a disinterested
     majority of the board of directors, (b) independent legal counsel, or
     (c) an affirmative vote of a majority of shares held by the
     shareholders.  No indemnification shall be made to or on behalf of a
     corporate director, officer, employee or agent if a judgment or other
     final adjudication adverse to such person establishes that his acts or
     omissions (a) were breaches of his duty of loyalty to the corporation
     or its shareholders, (b) were not in good faith or involved a knowing
     violation of law or (c) resulted in receipt by such person or an
     improper personal benefit.

               The registrant's directors and officers are insured against
     losses arising from any claim against them as such for wrongful acts
     or omissions, subject to certain limitations.

     ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

               Not applicable

     ITEM 8.   EXHIBITS

     4(a)      Registrant's Amended and Restated Certificate of
               Incorporation as amended to date (incorporated by reference
               to Exhibit 3 (i) of the registrant's Form 10-K for the
               fiscal year ended September 30, 1991, Exhibit 3 (i) of the
               registrant's Form 10-K for the fiscal year ended September
               30, 1995, and Exhibit A of the registrant's Form 8-A filed
               on December 1, 1995).   

     5         Opinion and Consent of Bourne, Noll & Kenyon

     24(a)     Consent of Counsel (included in Exhibit 5)

     24(b)     Consent of Independent Auditors

     ITEM 9.   UNDERTAKINGS

               The registrant hereby undertakes to file, during any period
     in which offers or sales are being made, a post-effective amendment to
     this registration statement (1) to include any prospectus required by
     Section 10(a)(3) of the Securities Act of 1933; (2) to reflect in the
     prospectus any facts or events arising after the effective date of the
     registration statement (or the most recent post-effective amendment
     thereof) which, individually or in the aggregate, represent a
     fundamental change in the information set forth in the registration
     statement; (3) to include any material information with respect to the
     plan of distribution not previously disclosed in the registration
     statement or any material change to such information in the
     registration statement; provided, however, that sections (1) and (2)
     above do not apply if the registration statement is on Form S-3 or
     Form S-8 and information required to be included in a post-effective
     amendment by those sections is contained in periodic reports filed by
     the registrant pursuant to Section 13 or Section 15(d) of the
     Securities Exchange Act of 1934 that are incorporated by reference in
     the registration statement.

               The registrant hereby undertakes (1) that, for the purpose
     of determining any liability under the Securities Act of 1933, each
     such post-effective amendment to this registration statement shall be
     deemed to be a new registration statement relating to the securities
     offered therein, and the offering of such securities at that time
     shall be deemed to be the initial bona fide offering thereof and (2)
     to remove from registration by means of a post-effective amendment any
     of the securities being registered which remain unsold at the
     termination of the offering.

               The registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act of 1933, each
     filing of the registrant's annual report pursuant to Section 13(a) or
     Section 15(d) of the Securities Exchange Act of 1934 that is
     incorporated by reference in the registration statement shall be
     deemed to be a new registration statement relating to the securities
     offered therein, and the offering of such securities at that time
     shall be deemed to be the initial bona fide offering thereof.

               Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 may be permitted to directors, officers and
     controlling persons of the registrant pursuant to the foregoing
     provisions, or otherwise, the registrant has been advised that in the
     opinion of the Securities and Exchange Commission such indemnification
     is against public policy as expressed in the Act  and is, therefore,
     unenforceable.  In the event that a claim for indemnification against
     such liabilities (other than the payment by the registrant of expenses
     incurred or paid by a director, officer or controlling person of the
     registrant in the successful defense of any action, suit or
     proceeding) is asserted by such director, officer or controlling
     person in connection with the securities being registered, the
     registrant will, unless in the opinion of its counsel the matter has
     been settled by controlling precedent, submit to a court of
     appropriate jurisdiction the question whether such indemnification by
     it is against public policy as expressed in the Act and will be
     governed by the final adjudication of such issue.

                                SIGNATURES

     The Registrant

               Pursuant to the requirements of the Securities Act of 1933,
     the registrant certifies that it has reasonable grounds to believe
     that it meets all of the requirements for filing on Form S-8 and has
     duly caused this registration statement to be signed on its behalf by
     the undersigned, thereunto duly authorized, in the Township of
     Bedminster, State of New Jersey, on April 11, 1996.

                                   NUI CORPORATION

                                   By: /S/ James R. Van Horn      
                                          James R. Van Horn
                                          Corporate Secretary

               Pursuant to the requirements of the Securities Act of  1933,
     this registration statement  has been  signed below  by the  following
     persons in the capacities and on the date indicated.

            Signatures                 Capacity                Date

       /S/ John Kean, Jr.     President, Chief Executive  April 11, 1996
          John Kean, Jr.      Officer and Director
                              (Principal Executive
                              Officer) 

                *
             John Kean        Chairman and Director       April 11, 1996

      /S/ Stephen M. Liaskos  Controller (Principal       April 11, 1996
         Stephen M. Liaskos   Financial and Accounting        
                              Officer)
                 *         
         Calvin R. Carver     Director                    April 11, 1996
                 *         
         Vera King Farris     Director                    April 11, 1996
                 *         
          Bernard S. Lee      Director                    April 11, 1996
                 *          
         R. Van Whisnand      Director                    April 11, 1996
                 *          
          John Winthrop       Director                    April 11, 1996

     *    James R. Van Horn, by signing his name hereto, does sign this
          document on behalf of each of the persons indicated above
          pursuant to powers of attorney duly executed by such persons and
          filed as exhibits herewith.

                                    /S/ James R. Van Horn            
                                   James R. Van Horn, Attorney-in-Fact
EXHIBITS

     Exhibit Number

     5         Opinion of Bourne, Noll & Kenyon

     24(a)     Consent of Counsel (included in
               Exhibit 5)

     24(b)     Consent of Independent Public Accountants

     25        Power of Attorney