SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12

NEW JERSEY RESOURCES CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(4) Date Filed:

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NEW JERSEY RESOURCES CORPORATION
1415 WYCKOFF ROAD
WALL, NEW JERSEY 07719

------------------------

PROXY STATEMENT AND
NOTICE OF 2003 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 26, 2003
------------------------

The Annual Meeting (the "Meeting") of Shareholders of New Jersey Resources
Corporation (the "Company") will be held at 10:30 a.m., Wednesday, February 26,
2003, at the Asbury Park Berkeley Carteret Oceanfront Hotel, 1401 Ocean Avenue,
Asbury Park, New Jersey, 07712, for the following purposes:

1. To elect five directors to the Board of Directors, four for terms
expiring in 2006 and one for a term expiring in 2004.

2. To approve the action of the Board of Directors in retaining
Deloitte & Touche LLP as auditors for the fiscal year ending September 30,
2003.

3. To transact any other business that may properly be brought before
the Meeting or any adjournment or adjournments thereof.

The Board of Directors has fixed the close of business on January 10, 2003,
as the record date for the determination of the shareholders entitled to notice
of and to vote at the Meeting. Accordingly, only shareholders of record at the
close of business on that date will be entitled to vote at the Meeting.

A copy of the Company's Annual Report for fiscal 2002 was previously mailed
or is being mailed concurrently with this proxy material to all shareholders of
record.

A cordial invitation is extended to you to attend the Meeting. If you do
not expect to attend the Meeting, please vote by telephone, the Internet, or
sign, date and return the enclosed proxy promptly to the Secretary in the
enclosed envelope. Please refer to the enclosed Proxy Card for instructions
about the use of each of these options.

OLETA J. HARDEN
Secretary

Wall, New Jersey
January 23, 2003

PROXY STATEMENT
------------------------

NEW JERSEY RESOURCES CORPORATION

1415 WYCKOFF ROAD
WALL, NEW JERSEY 07719
------------------------

ANNUAL MEETING OF SHAREHOLDERS

FEBRUARY 26, 2003

This proxy statement sets forth certain information with respect to the
accompanying proxy to be used at the Annual Meeting (the "Meeting") of
Shareholders of New Jersey Resources Corporation (the "Company"), or at any
adjournment or adjournments thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting. The Board of Directors of the Company
(the "Board") solicits this proxy and urges you to vote immediately.

The Company's Annual Report for fiscal year 2002 has been mailed to the
Company's shareholders, or is being mailed together with this Proxy Statement.
The 2002 Annual Report is not incorporated into this Proxy Statement and shall
not be considered a part of this Proxy Statement or soliciting materials.

This proxy statement and the accompanying proxy materials are being mailed
to shareholders on or about January 23, 2003.

PLACE OF ANNUAL MEETING

The Board has designated the Asbury Park Berkeley Carteret Oceanfront
Hotel, 1401 Ocean Avenue, Asbury Park, New Jersey, 07712, as the place of the
Meeting. The Meeting will be called to order at 10:30 a.m., local time, on
Wednesday, February 26, 2003.

VOTING OF SECURITIES AND SHAREHOLDER INFORMATION

The proxies solicited by this proxy statement vest in the proxy holders
voting rights with respect to the election of directors (unless the shareholder
marks the proxy to withhold that authority) and on all other matters voted upon
at the Meeting. As provided by New Jersey law, if you abstain from or withhold
your vote (whether directly or through your broker), your shares will not be
included in the total number of votes cast, and therefore will have no effect on
the vote. For purposes of determining the votes cast with respect to any matter
presented for consideration at the Meeting, only those votes cast "for" or
"against" are included. Abstentions and broker non-votes are counted only for
the purpose of determining whether a quorum is present at the Meeting. A
majority of the shares outstanding on the record date will constitute a quorum
for purposes of the Meeting.

Whether you vote by telephone, Internet or by mail, you may later revoke
your proxy at any time before it is exercised by: (i) submitting a properly
signed proxy with a later date; (ii) voting by telephone or the Internet at a
later time, or (iii) voting in person at the Annual Meeting. See the enclosed
Proxy Card for instructions.

Only holders of record of the Company's outstanding Common Stock at the
close of business on January 10, 2003 are entitled to notice of and to vote at
the Meeting. At the close of business on January 10, 2003, there were 27,040,863
outstanding shares of Common Stock. Each share is entitled to one vote. No
person, to the knowledge of the Company, based upon filings with the Securities
and Exchange Commission (the "SEC"), held beneficially 5% or more of the
Company's Common Stock as of January 10, 2003.

The following table sets forth, as of January 10, 2003, the beneficial
ownership of equity securities of the Company of each of the directors and each
of the executive officers of the Company listed in the Summary Compensation
Table below, and of all directors and executive officers of the Company as a
group. The shares owned by all such persons as a group constitute approximately
4% of the total shares outstanding.

<Table>
<Caption>
AMOUNT AND NATURE OF
TITLE OF BENEFICIAL
NAME SECURITY OWNERSHIP(1)(2)
- ---- ------------ ---------------------------------

Nina Aversano............................................... Common Stock 16,196 shares -- Direct
Lawrence R. Codey........................................... Common Stock 8,100 shares -- Direct
Leonard S. Coleman.......................................... Common Stock 23,372 shares -- Direct
Laurence M. Downes.......................................... Common Stock 305,933 shares -- Direct
2,894 shares -- Indirect
Joe B. Foster............................................... Common Stock 21,694 shares -- Direct
3,000 shares -- Indirect
Hazel S. Gluck.............................................. Common Stock 22,068 shares -- Direct
James T. Hackett............................................ Common Stock 17,521 shares -- Direct
Oleta J. Harden............................................. Common Stock 71,934 shares -- Direct
115 shares -- Indirect
Dorothy K. Light............................................ Common Stock 27,843 shares -- Direct
68 shares -- Indirect
Glenn C. Lockwood........................................... Common Stock 113,764 shares -- Direct
Joseph P. Shields........................................... Common Stock 74,445 shares -- Direct
17 shares -- Indirect
J. Terry Strange............................................ Common Stock 0 shares -- Direct
Wayne K. Tarney............................................. Common Stock 51,305 shares -- Direct
William H. Turner........................................... Common Stock 11,330 shares -- Direct
Gary W. Wolf................................................ Common Stock 18,647 shares -- Direct
George R. Zoffinger......................................... Common Stock 34,897 shares -- Direct
300 shares -- Indirect(3)
450 shares -- Indirect
All Directors and Executive Officers as a Group............. Common Stock 1,118,345 shares -- Direct
7,132 shares -- Indirect
</Table>

- ---------------
(1) Information as to the amount and nature of beneficial ownership not within
the knowledge of the Company has been furnished by each individual.

(2) Includes shares subject to currently exercisable options or any options
exercisable within the next 60 days, deferred stock units ("Units") in the
Directors' fee deferral plan or officers deferral plan, and performance
units awarded pursuant to the Employee and Outside Director Long-Term
Incentive Compensation Plan ("LTIP Units") as follows: Ms.
Aversano -- 12,750 options and 1,141 Units; Mr. Codey -- 5,250 options and
812 Units; Mr. Coleman -- 18,750 options and 3,483 Units; Mr.
Downes -- 267,222 options, 23,312 Units, and 5,000 LTIP Units; Mr.
Foster -- 12,750 options; Ms. Gluck -- 18,750 options and 2,967 Units; Mr.
Hackett -- 12,750 options and 4,315 Units; Mrs. Harden -- 53,735 options,
6,608 Units and 2,000 LTIP Units; Mrs. Light -- 18,750 options and 1,161
Units; Mr. Lockwood -- 97,761 options, 7,180 Units and 2,500 LTIP Units; Mr.
Shields -- 66,375 options, 4,626 Units and 1,500 LTIP Units; Mr.
Tarney -- 45,000 options, 4,805 Units and 1,500 LTIP Units; Mr.
Turner -- 8,250 options and 2,030 Units; Mr. Wolf -- 17,250 options; Mr.
Zoffinger -- 17,250 options and 5,301 Units; and all directors and executive
officers as a group 909,425 options, 90,047 Units and 18,800 LTIP Units.

(3) Mr. Zoffinger disclaims beneficial ownership of these securities.

ELECTION OF DIRECTORS

[ITEM (1) ON PROXY CARD]

ITEM 1

The Board of Directors currently consists of twelve members divided into
three classes with overlapping three-year terms.

Five individuals have been nominated for election as directors at the
Meeting, four to serve for three-year terms expiring 2006, one to serve for a
one-year term expiring 2004 pursuant to the Company's policy on director
retirement, and each until their respective successors are elected and have
qualified. Each of the nominees is now serving as a director of the Company. Mr.
J. Terry Strange, the newest member of the Board, was elected to the Board in
January 2003, after his retirement as Vice Chair and Managing Partner of U.S.
Audit Practice for KPMG, LLP. Unless otherwise indicated on a proxy, the proxy
holders intend to vote the shares each proxy represents for all of the nominees
for election as directors.

The affirmative vote of a plurality of the shares of the Company's Common
Stock, present or represented by proxy and voted at the Meeting, is required for
the election of directors.

Proxies solicited by the Board will be voted in favor of the nominees
listed below, unless otherwise specified in the proxy. While it is not
anticipated that any of the nominees will be unable to serve, if any should be
unable to serve, the proxy holders reserve the right to substitute any other
person approved by the Board of Directors.

NOMINEE FOR ELECTION AS
DIRECTOR WITH TERM EXPIRING IN 2004

<Table>
<Caption>
NAME AND PERIOD
SERVED AS DIRECTOR BUSINESS EXPERIENCE DURING PAST FIVE YEARS AND OTHER AFFILIATIONS
------------------ -----------------------------------------------------------------

[GLUCK PHOTO] Senior Partner, Hodes, Shaw, Bodman & Gluck, since January 2002,
Hazel S. Gluck President, The GluckShaw Group (formerly Policy Management &
Director since 1995 Communications, Inc.) from April 1994, to January 2002, both
Age 68 government consulting and public relations firms; Trustee,
College of New Jersey; Director, New Jersey State Chamber of
Commerce and Kidsbridge Cultural Center of Trenton; former
Commissioner, Port Authority of New York and New Jersey, New
Jersey Department of Transportation, New Jersey Transit and New
Jersey Department of Insurance.
</Table>

NOMINEES FOR ELECTION AS
DIRECTORS WITH TERMS EXPIRING IN 2006

[HACKETT PHOTO] Chairman, President and Chief Executive Officer ("CEO"), Ocean
James T. Hackett Energy Inc., formerly Seagull Energy Corporation, since 1998, an
Director since 1999 oil and gas exploration and production company; President-Energy
Age 48 Services Group, Duke Energy Corp. from 1997 to 1998; Executive
Vice President, PanEnergy Corp from 1996 to 1997; Director, Ocean
Energy Inc., Kaiser Aluminum Corp., a producer and fabricator of
aluminum and related products, Temple-Inland, Inc., a holding
company engaged in wood, pulp, paper and fiber products, and
financial services and Fluor Corp., a worldwide engineering
services company.

[STRANGE PHOTO] Retired: Vice Chair and Managing Partner of U.S. Audit Practice
J. Terry Strange from 1996 to 2002 and Global Managing Partner of Audit Practice
Director since 2003 from 1998 to 2002, KPMG, LLP, an independent public accounting
Age 59 firm.

[WOLF PHOTO] Senior Partner, Cahill Gordon & Reindel, a law firm, for more
Gary W. Wolf than five years and Director, Southwestern Public Service
Director since 1996 Company, an electric utility company, from 1986 to October 1997.
Age 64

</Table>

[ZOFFINGER PHOTO] President and CEO, New Jersey Sports & Exposition Authority since
George R. Zoffinger March 2002; President & CEO, Constellation Capital Corp., since
Director since 1996 March 1998, a financial services company; President & CEO, Value
Age 54 Property Trust, a publicly owned real estate investment trust
from 1995 to February 1998; President and CEO, Constellation
Bancorp from 1991 through 1994, a financial services company;
Chairman and Director, CoreStates New Jersey National Bank from
1994 through 1997; Director, Admiralty Bancorp, Commercial
Federal Bancorp, both financial services companies; New Jersey
Alliance for Action, and New Jersey World Trade Council; Trustee,
St. Peter's Medical Center, and Chairman, New Brunswick
Development Corporation.
</Table>

DIRECTORS WITH TERMS EXPIRING IN 2004

[CODEY PHOTO] Retired; President & Chief Operating Officer, Public Service
Lawrence R. Codey Electric & Gas Company from September 1991 through February 2000.
Director since 2000 Director, The Trust Company of New Jersey, a financial
Age 58 institution, United Water Resources, Inc., a utility holding
company with subsidiaries providing water and wastewater
services, Horizon Blue Cross Blue Shield of New Jersey, a health
care insurance provider and Sealed Air Corporation, a
manufacturer and seller of food and specialty packaging materials
and systems.

</Table>

<Table>

[DOWNES PHOTO] Chairman of the Board of Directors of the Company since
Laurence M. Downes September 1996 and President and CEO of the Company since
Director since 1995 July 1995; Member, New Jersey Commission on Higher
Age 45 Education; Member, PNC Bank Regional Advisory Council, and
Director, American Gas Association.
</Table>

[FOSTER PHOTO] Chairman since 1989 and CEO from 1989 to January 2000, Newfield
Joe B. Foster Exploration Company, an oil and gas exploration company; Chairman
Director since 1994 and CEO, Baker Hughes, Inc., an oil and gas services company from
Age 68 January to August 2000; Director McDermott International, Inc., a
construction and engineering firm, and past Chairman of the
National Petroleum Council.

[TURNER PHOTO] Senior Partner, Summus Limited, a consulting firm specializing in
William H. Turner the financial services industry, since September 2002. Chairman,
Director since from September 1999 to September 2002, and President from August
March 2000 1997 to September 2002, PNC Bank, N.A., New Jersey and Northeast
Age 62 Region; Vice Chairman and Director, Chemical Banking Corporation,
from 1990 to 1996; Director, Franklin Electronic Publishers, an
electronics reference products company, Standard Motor Products,
Inc., an automotive replacement parts company, and Volt
Information Sciences, Inc., a staffing services,
telecommunications and information solutions company; Chairman,
Atlantic Health System; Chairman, PNC Bank Regional Advisory
Council; Trustee, NJN Foundation and Trinity College and Vice
President, Montclair Art Museum.
</Table>

DIRECTORS WITH TERMS EXPIRING IN 2005

[AVERSANO PHOTO] President and CEO, Aversano Consulting, L.L.C., providing
Nina Aversano consulting services to companies in the telecommunications
Director since 1998 industry since June 2002; Advisor and Executive Vice President,
Age 57 Worldwide Field Operations, Apogee Networks, a content building
and service creation software company, from May 2001 through
March 2002; President, North America Global Service Provider
Division, Lucent Technologies, a designer, developer and manufac-
turer of telecommunications systems, software and products, from
1993 to December 2000, formerly AT&T Network Systems Division;
and Director, ADVA Optical Networks, a German based
telecommunications equipment supplier.

</Table>

[COLEMAN PHOTO] Senior Advisor since November 1999 and formerly President,
Leonard S. Coleman National League of Professional Major League Baseball Clubs from
Director since 1995 March 1994 to that time; Director, Avis, Inc., a car rental and
Age 53 leasing company, Cendant Corp., a hotel and real estate franchise
company, H. J. Heinz Company, a manufacturer and marketer of
processed food products, Omnicom Group, Inc., an advertising
holding company, Owens Corning Corp., a glass and plastics
manufacturing company, Churchill Downs, Inc., operator of thor-
oughbred horse race tracks, Electronic Arts, Inc., a creator,
marketer and distributor of entertainment software and Member,
PNC Bank Regional Advisory Council.

[LIGHT PHOTO] CEO, Alden Enterprises, LLC, since January 1996, a consulting
Dorothy K. Light company; Corporate Vice President and Secretary from June 1990 to
Director since 1990 July 1995, The Prudential Insurance Company of America; Trustee
Age 65 and Chair, Milkweed Editions, a publishing company, and Chair,
Save the Patient, a non-profit educational organization.
</Table>

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR
THE PROPOSED NOMINEES FOR THE BOARD OF DIRECTORS

INFORMATION ABOUT THE BOARD AND ITS COMMITTEES

During fiscal 2002, there were nine meetings of the Board of Directors.
Each director attended more than 75% of the combined meetings of the Board of
Directors and the Committees on which he or she served during the year.

The Audit Committee, during fiscal 2002, consisted of Nina Aversano,
Lawrence R. Codey, James T. Hackett, (Committee Chair), William H. Turner and
Gary W. Wolf. Each member of the Audit Committee is independent, as such term is
defined in the New York Stock Exchange listing standards. In addition, each
Audit Committee member satisfies the audit committee independence standards
under the Sarbanes -- Oxley Act of 2002. Mr. J. Terry Strange has been added to
the Audit Committee for fiscal 2003. Mr. Strange meets the requirements of a
"audit committee financial expert" as set forth in recently adopted SEC
regulations, and is independent of management of the Company. He also satisfies
the independence standards of the New York Stock Exchange and the
Sarbanes -- Oxley Act. The Audit Committee met five times during fiscal 2002 for
the purpose of overseeing management's responsibilities for accounting, internal
controls and financial reporting. While not attempting to verify the results of
any specific audit, the Committee did satisfy itself, and ultimately the Board,
that these functions are being carried out responsibly. The Committee acts to
assure

itself of the independence of the independent accountants by reviewing each
non-audit service rendered or to be rendered by the accountants. After meeting
with the independent accountants to review the scope of their examination, fees
and the planned scope of future examinations, the Committee makes a
recommendation to the Board for the appointment of an independent accounting
firm for the following fiscal year. The Report of the Audit Committee (see
below) more fully describes the responsibilities and the activities of the Audit
Committee.

The members of the Corporate Governance Committee are Leonard S. Coleman,
Joe B. Foster, Hazel S. Gluck (Committee Chair), Dorothy K. Light, Gary W. Wolf
and George R. Zoffinger. The purpose of the Committee is to assess Board
composition, size, additional skills and talents needed, and make
recommendations to the Board regarding those assessments. The Committee
recommends to the Board the nominees for election as directors, and considers
performance of incumbent directors to determine whether to nominate them for
re-election. This Committee met three times in fiscal 2002. The Corporate
Governance Committee will consider qualified nominations for directors
recommended by shareholders. Recommendations should be sent to New Jersey
Resources Corporation, Office of the Secretary, 1415 Wyckoff Road, P.O. Box
1464, Wall, New Jersey 07719. Any nomination for director should be received by
the Secretary on or before November 7, 2003.

The Executive Committee consists of Leonard S. Coleman, Laurence M. Downes,
Joe B. Foster, Hazel S. Gluck, James T. Hackett and Gary W. Wolf (Committee
Chair). During the interval between meetings of the Board of Directors, the
Executive Committee is authorized under the Company's By-Laws to exercise all
the powers of the Board of Directors in the management of the Company, unless
specifically directed otherwise by the Board or otherwise proscribed by law.
This Committee did not meet during fiscal 2002.

The Financial Policy Committee, consisting of Lawrence R. Codey, Leonard S.
Coleman (Committee Chair), Hazel S. Gluck, James T. Hackett, and William H.
Turner, met twice during fiscal 2002 to review and make recommendations to the
Board concerning financing proposals, dividend guidelines, and other corporate
financial and pension matters.

The Management Development and Compensation Committee, consisting of Nina
Aversano, Joe B. Foster (Committee Chair), Dorothy K. Light, Gary W. Wolf and
George R. Zoffinger, met once during fiscal 2002 to oversee the performance and
qualifications of senior management, and to review and make recommendations
regarding the annual compensation and benefits of all elected officers of the
Company and its subsidiaries.

AUDIT COMMITTEE REPORT

The following "Audit Committee Report" shall not be deemed incorporated by
reference by any general statement incorporating this Proxy Statement into any
filing under the Securities Act of 1933 or the Securities Exchange Act of 1934
(the "Acts"), except to the extent that the Company specifically incorporates
this information by reference, and shall not otherwise be deemed filed under
such Acts.

In accordance with the Audit Committee Charter, the Audit Committee assists
the Board in fulfilling its responsibility for oversight of the quality and
integrity of the accounting, auditing and financial reporting practices of the
Company. During the fiscal year ended September 30, 2002, the Audit Committee
met five times, and the Audit Committee Chair, as representative of the Audit
Committee, discussed the interim financial information contained in the
quarterly earnings announcements with the Chief Financial Officer and the
independent auditors prior to public release.
8

In discharging its oversight responsibility as to the audit process, the
Audit Committee obtained from the independent auditors a formal written
statement describing all relationships between the auditors and the Company that
might bear on their independence consistent with Independence Standards Board
Standard No. 1 "Independence Discussions with Audit Committees," discussed with
the auditors relationships that may impact their objectivity and independence
and satisfied itself as to the auditors' independence. The Audit Committee also
discussed with management, the internal auditors and the independent auditors
the quality and adequacy of the Company's internal controls and the internal
audit functions, organization, responsibilities, budget and staffing. The Audit
Committee reviewed with both the independent and the internal auditors their
audit plans, audit scope, and identification of audit risks.

The Audit Committee discussed and reviewed with the independent auditors
all communications required by generally accepted auditing standards, including
those described in Statement on Auditing Standards No. 61, as amended,
"Communication with Audit Committees" and, with and without management present,
discussed and reviewed the results of the independent auditors' examination of
the financial statements. The Audit Committee also discussed the results of the
internal audit examinations.

The Audit Committee reviewed the audited financial statements of the
Company as of and for the fiscal year ended September 30, 2002 with management
and the independent auditors. Management has the responsibility for the
preparation of the Company's financial statements and the independent auditors
have the responsibility for the audit of those statements.

Based on the above-mentioned review and discussions with management and the
independent auditors, the Audit Committee recommended to the Board that the
Company's audited financial statements be included in its Annual Report on Form
10-K for the fiscal year ended September 30, 2002, for filing with the
Securities and Exchange Commission. The Audit Committee also recommended the
reappointment of the independent auditors and the Board concurred in such
recommendation.

<Table>

James T. Hackett, Chair William H. Turner
Nina Aversano Gary W. Wolf
Lawrence R. Codey
</Table>

Dated: November 19, 2002

REMUNERATION OF DIRECTORS

Directors who are not officers of the Company or its subsidiaries are
compensated as follows: (1) each Director receives an annual retainer of
$18,800, of which $8,000 is paid in Company common stock; (2) each Director
receives a fee of $1,000 for each Board and committee meeting attended, except
for Audit Committee meetings, for which a fee of $1,500 is paid and (3) the
chairs of the Audit and Executive Committees receive an annual retainer of
$10,000 and the chairs of all other Board committees receive an annual retainer
of $5,000. Directors also receive, at the time they are first elected to the
Board, a one-time award of 200 shares and options to purchase 5,000 shares of
the Company's common stock pursuant to the Employee and Outside Director
Long-Term Incentive Compensation Plan (the "Long-Term Plan"). An additional
award of options to purchase 1,500 shares of the Company's common stock is made
annually. Directors who are also officers of the Company or its subsidiaries do
not receive additional compensation for serving on the Board. All directors are
reimbursed for any out-of-pocket expenses incurred in attending Board or
committee meetings.

REMUNERATION OF EXECUTIVE OFFICERS

The following "Management Development and Compensation Committee Report"
and "Comparison of Five Year Cumulative Total Return" graph shall not be deemed
incorporated by reference by any general statement incorporating this proxy
Statement into any filing under the Acts, except to the extent that the Company
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under such Acts.

MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE REPORT

The Management Development and Compensation Committee (the "Committee") of
the Board of Directors consists of five non-employee directors who are
independent of the Company under the listing standards of the New York Stock
Exchange.

The Committee's executive compensation philosophy is designed to attract,
energize, reward and retain qualified executive personnel who will provide
superior results over the long-term and enhance the Company's position in a
highly competitive market. The Committee reviews the performance of the officers
of the Company and its subsidiaries, and makes recommendations to the Board with
respect to the compensation and benefit programs that are applicable to these
officers. The Committee also has oversight of certain of the Company's employee
benefit plans.

The Committee uses a nationally recognized compensation consultant to
review competitive compensation levels of senior executives in the industry.
Through this process, the Committee identifies the competitive compensation
levels, both with respect to base salary and overall executive compensation
packages among the Company's peers. Many, but not all, of the compensation peer
companies are contained in the Standard and Poor's Utilities Index used in the
performance graph on page 14.

The Committee compares this external data to the base salary and other
compensation provided to senior Company executives. In this fashion, the
Committee is able to assess and make recommendations to the Board with respect
to both individual compensation levels and target performance levels under the
Company's Officer Incentive Compensation Plan (the "Incentive Plan").

Compensation levels set for each executive officer are based upon
marketplace compensation information, the Committee's judgment and performance
against established goals. Individual performance is measured in several
specific areas, including the development and execution of annual operating
plans, strategic plans, leadership qualities, staff development, change in
leadership responsibilities and the individual's specific contributions to
corporate objectives which have a significant and positive impact on the
Company. Performance of the subsidiary companies is measured by comparing actual
achievements to financial and strategic objectives in their annual operating
plans. Company performance is reviewed to ensure consistency with the overall
corporate vision, mission and strategies. In making compensation decisions for
2002 the Committee reviewed executive accomplishments in total energy
deliveries, number of new customers, cost of adding a new customer, earnings,
expenses, return on equity, market share, operating and net income and the
Company's assumption of a leadership role in energy-related businesses.

The Company has established three programs providing for direct
compensation of executive officers: the Base Salary Program, the Incentive Plan
and the Long-Term Plan. The structure of the total executive compensation
package is such that when the Company achieves its target annual business
objectives, the Company's senior executives receive a level of compensation
approximately equivalent to the median compensation paid to similar executive
positions in the marketplace.

BASE SALARY PROGRAM

In setting the base salary level of each executive officer, the Committee
considers the base salaries of executive officers in comparable positions in
similar companies. In setting levels, the Company currently targets the median
of the relevant labor market. The Committee also considers the executive's
experience level, time and placement in grade and the actual performance of the
executive. Changes in compensation are directly dependent upon individual and
Company performance. Mr. Downes' calendar 2002 base salary was $450,000,
approximately at the median level for comparable companies.

INCENTIVE PLAN

Under the Incentive Plan, officers and certain key employees of the Company
and New Jersey Natural Gas Company ("NJNG"), a wholly-owned subsidiary of the
Company, designated by the Committee, may receive additional cash compensation
based upon the Committee's thorough evaluation of the Company's performance
against a series of performance objectives. The Committee believes that variable
at-risk compensation, both annual and long-term, should make up a significant
part of an executive's compensation and that the amount of this compensation
component should increase with increasing levels of responsibility. Awards under
the Incentive Plan are based upon a percentage of the base salary of each
eligible Incentive Plan participant during the year. Threshold, target and
maximum incentive award levels are established annually by the Committee for
each award group.

Individual awards are payable based on the executive's attainment of a
portfolio of goals including earnings, customer satisfaction and leadership.
Incentive award levels provide payments that are at approximately market median
when target results are achieved.

The incentive awards to executive officers for achievements in fiscal 2002
(paid in fiscal 2003), including the incentive of $250,000 made to Mr. Downes,
reflect overall results that, in total, were at target for the Company.

LONG-TERM PLAN

The Long-Term Plan provides for the award of stock options, (the "Stock
Options"), performance units (the "LTIP Units"), or restricted stock (the
"Restricted Stock") to designated employees. The Committee believes that LTIP
Units, each unit of which is equal in value to a share of Common Stock, provide
executives a strong incentive to create earnings that could be the foundation
for the payment of dividends and as a focus on stock price appreciation. As the
value of the Company's stock is generally considered the strongest indicator of
overall corporate performance, awards of Stock Options, which allow the
executive to benefit by appreciation in stock price, combined with the
performance-based LTIP Units, provide strong incentives to executives by
relating a major portion of their compensation to the future value of the
Company's stock. Additionally, the use of stock-based compensation encourages
individuals to act as owners/managers and is an important means of fostering a
mutual interest between management and shareholders.

There were no awards under the Long-Term Plan in fiscal 2002.

OTHER

Section 162(m) of the Internal Revenue Code (the "Code") provides that
executive compensation in excess of $1 million will not be deductible for
purposes of corporate income tax, unless it is performance-based compensation
and is paid pursuant to a plan meeting certain requirements of the Code. The
Committee has

relied and intends to continue to rely on performance-based compensation
programs. The Committee expects that such programs will fulfill future corporate
business objectives. The Committee currently anticipates that, to the extent
practicable and in the Company's best interest, such programs will be designed
to satisfy the requirements of Section 162(m) with respect to the deductibility
of compensation paid. The Committee recognizes, however, that there may be
business considerations that dictate that compensation be paid that is not
deductible under Section 162(m).

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No member of the Committee is a former or current officer or employee of
the Company or any of its subsidiaries, nor does any executive officer of the
Company serve as an officer, director or member of a compensation committee of
any entity whose executive officer or director is a director of the Company.

<Table>

Joe B. Foster, Chair George R. Zoffinger
Nina Aversano Gary W. Wolf
Dorothy K. Light
</Table>

SUMMARY COMPENSATION TABLE

<Table>
<Caption>
LONG-TERM
COMPENSATION
ANNUAL AWARDS
COMPENSATION -----------------------
----------------- LTIP UNIT ALL OTHER
SALARY BONUS AWARD(S)** OPTIONS** COMPENSATION***
NAME AND PRINCIPAL POSITION YEAR* ($) ($) (#) (#) ($)
--------------------------- ----- ------- ------- ----------- --------- ---------------

Laurence M. Downes.................... 2002 437,711 220,000 0 0 4,000
Chairman, CEO and President 2001 396,923 160,000 5,000 100,000 3,400
2000 368,269 150,000 0 100,000 3,400
Glenn C. Lockwood..................... 2002 197,269 58,000 0 0 5,318
Senior Vice President & 2001 188,654 50,000 2,500 50,000 5,387
Chief Financial Officer 2000 173,985 45,179 0 0 5,038
Oleta J. Harden....................... 2002 183,723 54,000 0 0 5,160
Senior Vice President, 2001 172,019 45,000 2,000 30,000 5,161
General Counsel & Secretary 2000 148,115 40,000 0 0 4,443
Joseph P. Shields..................... 2002 172,269 75,000 0 0 5,168
Senior Vice President, 2001 160,961 52,000 1,500 40,000 4,829
Energy Services, NJNG 2000 147,846 48,000 0 0 4,435
Wayne K. Tarney....................... 2002 175,088 49,000 0 0 5,253
President, NJR Home Services 2001 168,308 45,000 1,500 40,000 5,049
Company 2000 145,115 40,000 0 0 4,353
</Table>

- ---------------
* For fiscal year ended September 30.
** Each LTIP Unit and Option represents a share of Common Stock. None were
issued in 2002.
*** Represents the Company's matching contributions under the Employees'
Retirement Savings Plan (the "Savings Plan").

AGGREGATED OPTION EXERCISES IN 2002 FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

<Table>
<Caption>
VALUE OF
UNEXERCISED
IN-THE-MONEY
SHARES NUMBER OF OPTIONS
ACQUIRED ON VALUE UNEXERCISED OPTIONS AT FISCAL
EXERCISE REALIZED AT FISCAL YEAR-END YEAR-END
NAME (#) ($) (#) ($)
---- ----------- -------- ------------------- ------------
EXERCISABLE/ EXERCISABLE/
UNEXERCISABLE UNEXERCISABLE

Laurence M. Downes.......... 21,178 282,853 202,529/296,250 2,013,923/1,959,285
Glenn C. Lockwood........... 9,044 124,168 67,761/67,500 610,082/406,221
Oleta J. Harden............. 5,569 75,889 38,735/37,500 402,723/218,907
Joseph P. Shields........... 0 0 43,875/52,500 361,488/312,564
Wayne K. Tarney............. 0 0 26,250/48,750 176,594/281,533
</Table>

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*

[GRAPH]

<Table>
<Caption>
($) ($) ($) ($) ($) ($)

The Company 100 114.92 134.78 142.90 161.97 187.89
Company Peer Group** 100 118.30 112.13 127.63 131.24 130.74
S&P Utilities 100 130.31 128.09 183.52 137.35 88.86
S&P 500 100 109.02 139.28 157.74 115.84 92.16
</Table>

- ---------------

* Assumes $100 invested on September 30, 1997, in the Company stock, the S&P
Utilities Index and the S&P 500 Index. Cumulative total return includes
reinvestment of dividends.

** The twenty-four companies in the Company Peer Group noted above are as
follows: AGL Resources, Inc., Atmos Energy Corporation, Cascade Natural Gas
Corporation, Chesapeake Utilities Corp., NiSource, Inc., Consolidated Edison
Energy, Inc., Dominion Resources, Inc., Energy East Corporation, Keyspan
Energy Corp., Laclede Gas Co., Nicor, Inc., Northwest Natural Gas Co., NUI
Corporation, Oneok, Inc., PP&L Resources, Inc., Peoples Energy Corporation,
Piedmont Natural Gas Co., Inc., Public Service Enterprise Group, Inc., Scana
Corp., SEMCO Energy, Inc., Sempra Energy, South Jersey Industries, Inc.,
Vectren Corp., and Washington Gas Light Co. The Company includes the
performance of the Company Peer Group, because the Company Peer Group has a
higher percentage of natural gas utility and combination natural gas and
electric utility companies operating in the same region as the Company and
having comparable size an market capitalization to that of the Company, as
compared with the S&P Utilities Index.

RETIREMENT PLANS

The following table sets forth estimated annual benefits payable upon
retirement (including amounts attributable to the Plan for Retirement Allowances
for Non-Represented Employees (the "Retirement Allowance Plan") and any other
defined benefit supplementary or excess pension award plans) in specified
compensation and years of service classifications, and assumes a reduction of
approximately 10% which is applied to married employees in order to provide the
spouse a survivor's annuity of 50% of the employee's reduced retirement benefit:

PENSION PLAN TABLE

YEARS OF CREDITED SERVICE

<Table>
<Caption>
COMPENSATION 10 15 20 25 30 35 40 45
- ------------ ------- -------- -------- -------- -------- -------- -------- --------

$150,000............. $20,099 $ 30,148 $ 40,197 $ 50,246 $ 60,296 $ 70,345 $ 78,783 $ 87,220
175,000.............. 23,811 35,717 47,622 59,528 71,433 83,339 93,183 103,026
200,000.............. 27,524 41,285 55,047 68,809 82,571 96,333 107,583 118,833
225,000.............. 31,236 46,854 62,472 78,090 93,708 109,326 121,983 134,639
250,000.............. 34,949 52,423 69,897 87,371 104,846 122,320 136,383 150,445
275,000.............. 38,661 57,992 77,322 96,653 115,983 135,314 150,783 166,251
300,000.............. 42,374 63,560 84,747 105,934 127,121 148,308 165,183 182,058
325,000.............. 46,086 69,129 92,172 115,215 138,258 161,301 179,583 197,864
350,000.............. 49,799 74,698 99,597 124,496 149,396 174,295 193,983 213,670
375,000.............. 53,511 80,267 107,022 133,778 160,533 187,289 208,383 229,476
400,000.............. 57,224 85,835 114,447 143,059 171,671 200,283 222,783 245,283
425,000.............. 60,936 91,404 121,872 152,340 182,808 213,276 237,183 261,089
450,000.............. 64,649 96,973 129,297 162,621 193,946 226,270 251,583 276,895
475,000.............. 68,361 102,542 136,722 170,903 205,083 239,264 265,983 292,701
</Table>

For the five executives named in the Summary Compensation Table,
compensation covered by the Retirement Allowance Plan equals their 5-year
average Base Salary.

The number of years of credited service at normal retirement for the named
executive officers are as follows:

<Table>
<Caption>
YEARS OF
NAME CREDITED SERVICE
- ---- ----------------

Laurence M. Downes..................................... 37
Oleta J. Harden........................................ 30
Glenn C. Lockwood...................................... 38
Joseph P. Shields...................................... 39
Wayne K. Tarney........................................ 10
</Table>

Benefits are computed on a straight life, annuity basis. The benefits
listed in the above table are not subject to deduction for Social Security or
other amounts.

To the extent benefits that would otherwise be payable to an employee under
the Company's Savings Plan exceed the specified limits on such benefits imposed
by the Code, the Company intends to pay such excess benefits to the employee at
the time the employee receives payment under the Retirement Allowance Plan.
These excess benefit payments would be made from the general funds of the
Company. As of September 30, 2002, two employees, Messrs. Downes and Lockwood,
were eligible for excess benefit payments.

The Company has supplemental retirement agreements ("Supplemental
Retirement Agreements") with Messrs. Downes, Lockwood, Shields and Tarney, and
Ms. Harden and certain other officers not named in the Summary Compensation
Table, payable over a five-year period commencing with retirement at age 65. At
projected retirement, the total maximum amounts currently payable to Messrs.
Downes, Lockwood, Shields and Tarney, and Ms. Harden under their respective
Supplemental Retirement Agreements would be $250,000 for Mr. Downes and $125,000
for each of the remaining four officers named in the Summary Compensation Table.

CHANGE OF CONTROL ARRANGEMENTS

Under the Long-Term Plan, in the event of a Change of Control (as defined
in the Long-Term Plan) of the Company, the Board may, among other things,
accelerate the entitlement to outstanding benefits awarded thereunder.

Pursuant to the Supplemental Retirement Agreements of Messrs. Downes,
Lockwood, Shields and Tarney, and Ms. Harden, in the event of a change of
control of the Company, the right to the amounts payable to each of them
thereunder becomes immediately vested and such amounts are immediately payable
in the event of a subsequent termination of employment for any reason. Change of
Control of the Company is defined in the Supplemental Retirement Agreements as a
reportable change of control under the proxy rules of the SEC, including the
acquisition of a 30% beneficial voting interest in the Company, or a change in
any calendar year in such number of directors as constitutes a majority of the
Board, unless the election, or the nomination for election by the Company's
shareholders, of each new director was approved by a vote of at least two-thirds
of the directors then still in office who were directors at the beginning of the
year.

The Company has entered into agreements with each of the 5 executives named
in the Summary Compensation Table that provide each such executive certain
rights in the event that his or her employment with the Company is terminated
within three years following the occurrence of a Change of Control (i) by the
Company without "Cause" (i.e., conviction of a felony, gross neglect, willful
malfeasance or willful gross misconduct which has had a material adverse effect
on the Company or repeated material willful violations of the executive's duties
which result in material damage to the Company) or (ii) by the executive for
"Good Reason" (e.g., due to a material breach of the agreement by the Company,
including, without limitation, a material adverse change in executive's position
or responsibilities or a reduction of the executive's compensation). Subject to
the limitation described below, upon either such termination of employment, the
executive will receive three times, in the case of Mr. Downes, and two times, in
all other cases, the sum of (x) his or her then annual base salary and (y) the
average of his or her annual bonuses with respect to the last three calendar
years ended prior to the Change of Control. The agreements further provide that,
if any such executive is subject to the so-called "golden parachute" excise tax
imposed under Section 4999 of the Code, the Company shall make an additional
payment to the executive in an amount sufficient to place the executive in the
same after-tax position as if no such excise taxes had been imposed. For
purposes of these agreements, a "Change of Control" generally means (i) the
acquisition by any person of beneficial ownership of securities representing 25%
or more of the combined voting power of the Company's securities; (ii) within
any 24-month period, the

persons who were directors of the Company immediately before such period (the
"Incumbent Directors") and directors whose nomination or election is approved by
two-thirds of the Incumbent Directors and directors previously approved by the
Incumbent Directors ceasing to constitute a majority of the Board or (iii) the
shareholders of the Company approve a merger, consolidation, share exchange,
division, sale or other disposition of all or substantially all of the assets of
the Company, as a result of which the shareholders of the Company immediately
prior to such event do not hold, directly or indirectly, a majority of the
Voting Power (as defined in such agreements) of the acquiring or surviving
corporation.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

PNC Bank, N.A. provides commercial banking services to the Company. William
H. Turner, a director of the Company, was, during the Company's 2002 fiscal
year, the Chairman of the PNC Bank, N.A. Laurence M. Downes, the Chairman of the
Company, is a member of the Regional Advisory Council of PNC Bank, N.A. The
Company believes that all transactions with PNC Bank, N.A. were conducted at
terms and rates no more favorable than those available from other similarly
situated commercial banks. Cahill Gordon & Reindel represented the Company as
legal counsel with respect to various matters during fiscal 2002. Mr. Wolf, a
director of the Company, is a partner in the firm. The Board has reviewed each
of these relationships and has determined that Messrs. Turner and Wolf are
independent, as such term is defined in the New York Stock Exchange listing
standards.

APPOINTMENT OF AUDITORS

[ITEM (2) ON PROXY CARD]

ITEM 2

The Board intends to vote the shares represented by the proxies for
approval of the appointment of Deloitte & Touche LLP (unless otherwise indicated
on proxy) as independent public accountants (auditors) to report to the
shareholders on the financial statements of the Company for the fiscal year
ending September 30, 2003. Each professional service performed by Deloitte &
Touche LLP during fiscal 2002 was approved in advance, or was subsequently
approved, and the possible effect on the auditors' independence was considered
by the Audit Committee. The Audit Committee has recommended, and the Board of
Directors has approved, the appointment of Deloitte & Touche LLP subject to the
approval of the shareholders at the Meeting. Although submission of the
appointment of independent public accountants to shareholders is not required by
law, the Board of Directors, consistent with its past policy, considers it
appropriate to submit the selection of auditors for shareholder approval.
Representatives of Deloitte & Touche LLP are expected to be present at the
Meeting with the opportunity to make a statement if they desire to do so and to
be available to respond to appropriate questions.

The affirmative vote of the holders of a majority of the shares of Common
Stock of the Company present, or represented by proxy, and voted at the Meeting
is required for the approval of this item. The Board has not determined what
action it would take if the shareholders do not approve the selection of
Deloitte & Touche LLP, but would reconsider its selection if the shareholders'
action so warrants.

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR
THE APPOINTMENT OF DELOITTE & TOUCHE LLP

OTHER MATTERS

INDEPENDENT ACCOUNTANTS' FEES

The aggregate fees billed by Deloitte & Touche LLP, the Company's
independent public accountants, are set forth in the following table. The Audit
Committee has determined that the provision of services specified under letters
B. and C., if any, in the following table are comparable with maintaining the
independence of the independent accountants of the Company.

<Table>
<Caption>
SERVICES RENDERED IN FISCAL 2002 FEES
- -------------------------------- --------

A. Audit Fees (for services rendered for the audit of the
Company's annual financial statements and the reviews of the
financial statements included in the Company's Forms 10-Q
for fiscal 2002)............................................ $399,160
B. Financial Information Systems Design and Implementation
Fees........................................................ $ 0
C. All Other Fees (includes fees for tax filing preparation
assistance, risk management consultations and other services
not included in A. or B.)................................... $ 89,165
</Table>

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who beneficially own more than ten
percent of the Company's equity securities, to file reports of ownership and
changes in ownership with the SEC and the New York Stock Exchange. Officers,
directors and greater than ten percent shareholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file.

Based solely on our review of the copies of such forms, the Company
believes that all such filing requirements applicable to its officers and
directors (the Company not being aware of any ten percent holder) were complied
with during fiscal 2002.

EXPENSES OF SOLICITATION

All expenses of soliciting proxies, including clerical work, printing, and
postage will be paid by the Company. Proxies may be solicited personally, or by
mail, telephone, facsimile, internet or telegraph, by officers and other regular
employees of the Company, but the Company will not pay any compensation for such
solicitations. In addition, the Company has agreed to pay The Altman Group, Inc.
a fee of $5,000 plus reasonable expenses for proxy solicitation services. The
Company will also reimburse brokers and other persons holding shares in their
names or in the names of nominees for their expenses for sending material to
beneficial owners and obtaining proxies from beneficial owners.

SHAREHOLDER PROPOSALS FOR 2004 ANNUAL MEETING

Proposals of shareholders intended to be presented at the 2004 Annual
Meeting must be received by the Company on or before September 23, 2003 to be
considered for inclusion in the Company's Proxy Statement and for consideration
at that meeting. Shareholders submitting such proposals are required to be the
beneficial owners of shares of the Company's Common Stock amounting to at least
$2,000 in market value and to have held such shares for at least one year prior
to the date of submission. Shareholder proposals submitted to the Company
outside the processes of Rule 14a-8 of the Exchange Act (i.e., the procedures
for placing a shareholder proposal in the Company's proxy materials) with
respect to the Company's 2004 annual meeting of shareholders will be considered
untimely if received by the Company after November 7, 2003. Accordingly,

the proxy with respect to the Company's 2004 annual meeting of shareholders will
confer discretionary authority to vote on any shareholder proposals received by
the Company after such date.

OTHER BUSINESS

The Board does not know of any other business that may be brought before
the Meeting. However, if any other matters should properly come before the
Meeting or at any adjournment thereof, it is the intention of the persons named
in the accompanying proxy to vote on such matters as they, in their discretion,
may determine.

By Order of the Board of Directors

OLETA J. HARDEN
Secretary

Dated: January 23, 2003

DIRECTIONS TO THE NEW JERSEY RESOURCES CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
AT THE BERKELEY CARTERET OCEANFRONT HOTEL
1401 OCEAN AVENUE, ASBURY PARK, NJ 07712

FROM NORTH:

Travel South on the New Jersey Turnpike to EXIT 11 (Garden State Parkway)
South on Garden State Parkway to EXIT 105
After toll, continue 4 traffic lights to Rte. 35 South
Turn right onto Rte. 35 South
Travel approximately 4 miles (watch for Pizza Hut on right)
Exit on right at SUNSET AVENUE/ASBURY PARK EXIT (N. Seaview Sq. Rd)
At end of Exit Ramp, turn left onto Sunset Avenue
Travel 2.3 miles on Sunset Avenue to Traffic light on Kingsley Street
The Berkeley Carteret Oceanfront Hotel is at the intersection of
Sunset Avenue and Kingsley Street
Parking is in the rear of the building or on Sunset Avenue, Ocean Avenue and
Kingsley Street

PLEASE ENTER THROUGH THE MAIN ENTRANCE ON
SUNSET AVENUE

FROM SOUTH:

Travel North on the New Jersey Turnpike to EXIT 7A (Rte. 195)
East on Rte. 195 to the Garden State Parkway
North on Garden State Parkway to EXIT 100A
East (right) on Rte. 66
North (left) on Rte. 35 . . . 2 traffic lights (SUNSET AVENUE)
Turn right onto Sunset Avenue
Travel 2.3 miles on Sunset Avenue to Traffic light on Kingsley Street
The Berkeley Carteret Oceanfront Hotel is at the intersection of
Sunset Avenue and Kingsley Street
Parking is in the rear of the building or on Sunset Avenue, Ocean Avenue and
Kingsley Street

PLEASE ENTER THROUGH THE MAIN ENTRANCE ON
SUNSET AVENUE

WE WILL PROVIDE BUS TRANSPORTATION TO THE ASBURY PARK MEETING LOCATION FOR THOSE
WHO INDICATE ON THE PROXY CARD, TELEPHONICALLY, OR ELECTRONICALLY, THAT THEY
WILL LEAVE THEIR VEHICLE AT THE COMMUTER PARKING LOT AT THE PNC BANK ART CENTER,
EXIT 116 ON THE GARDEN STATE PARKWAY, HOLMDEL, NEW JERSEY. BUSES WILL LEAVE THE
COMMUTER PARKING LOT AT 8:45 A.M. TRANSPORTATION WILL BE PROVIDED TO RETURN YOU
TO YOUR VEHICLE AFTER THE MEETING.

SKU# 2510-PS-03

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL

ZNJR72

PROXY

NEW JERSEY RESOURCES CORPORATION

1415 Wyckoff Road, Wall, NJ 07719

Solicited on behalf of the BOARD OF DIRECTORS
for the 2003 Annual Meeting of Shareholders

The undersigned hereby appoints Oleta J. Harden and Laurence M. Downes, each
with full power of substitution, proxies to represent the undersigned at the
Annual Meeting of Shareholders of New Jersey Resources Corporation to be held at
10:30 a.m., local time, on Wednesday, February 26, 2003 at the Asbury Park
Berkeley Carteret Oceanfront Hotel, 1401 Ocean Avenue, Asbury Park, New Jersey
07712 and at any adjournment thereof, and thereat to vote all of the shares of
stock which the undersigned would be entitled to vote, and, if applicable,
hereby directs the trustee(s) of the employee benefit plan(s) shown on the
reverse side of this card to vote the shares of stock allocated to the account
of the undersigned.

|---------------| |-------------|
| SEE REVERSE | CONTINUED AND TO BE SIGNED ON REVERSE SIDE | SEE REVERSE |
| SIDE | | SIDE |
|---------------| |-------------|

NEW JERSEY RESOURCES CORPORATION
C/O EQUISERVE TRUST COMPANY N.A.
P.O. BOX 8694
EDISON, NJ 08818-8694

Voter Control Number
|-------------------------------------|
| |
| |
|-------------------------------------|

Your vote is important. Please vote immediately.

VOTE-BY-INTERNET [Graphic Computer] VOTE-BY-TELEPHONE [Graphic Telephone]

1. Log on to the Internet and go to 1. Call toll-free
http://www.eproxyvote.com/njr. 1-877-PRX-VOTE (1-877-779-8683)

2. Enter your Voter Control Number listed above 2. Enter your Voter Control
and follow the easy steps outlined Number listed above and
on the secured website. follow the easy recorded
instructions
</Table>
If you vote over the Internet or by telephone,
please do not mail your card.

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL ZNJR71

[X] Please mark
votes as in
this example.

Unless otherwise indicated, this proxy will be voted "FOR" all nominees for
election as directed and "FOR" the proposals referred to herein.
<Table>
<Caption>

1. To elect five directors to the Board of Directors. 2. To approve the retention of Deloitte & Touche, FOR AGAINST ABSTAIN
Nominees: (01) Hazel S. Gluck, (02) James T. Hackett, LLP as auditors for the fiscal year ending [ ] [ ] [ ]
(03) J. Terry Strange, (04) Gary W. Wolf, September 30, 2003.
(05) George R. Zoffinger
3. To transact any other business that may properly be
FOR WITHHELD brought before the meeting or any adjournment or
ALL [ ] [ ] FROM ALL adjournments thereof.
NOMINEES NOMINEES
[ ]_________________________________________
For all nominees except as written above

IF YOU ARE ATTENDING THE MEETING, MARK HERE IF YOU PLAN TO TAKE THE
BUS THAT WILL BE PROVIDED TO THE MEETING LOCATION FROM THE PNC BANK
ART CENTER, EXIT 116 ON THE GARDEN STATE PARKWAY, HOLDMDEL, NEW
JERSEY 07733 [ ]

In case of joint owners, each owner should sign. When signing in a
fiduciary or representative capacity, please give full title as
such. Proxies executed by a corporation should be signed in full
corporate name by duly authorized officer.

Signature:_____________________________ Date: _____________ Signature: ______________________________ Date: ____________________
</Table>