EXHIBIT 10.4

                         FORM OF PERFORMANCE UNIT GRANT
                        NEW JERSEY RESOURCES CORPORATION

                                  Date ________

Name
Title

Company

Dear _____:

On behalf of the Board of Directors, I am pleased to inform you that the
following grant was made to you on _________, under the New Jersey Resources
Long-Term Incentive Corporate Plan.

- -     Performance Awards of ______ units at target performance (i.e., 100%),
      subject to the Company's total shareholder return compared with a peer
      group of 24 companies. Total shareholder returns shall be calculated
      during the _____ month period commencing _________ and ending
      _____________.

If you have any questions regarding your award, please contact _______ at
extension _____.

                                           Sincerely,

                                           Laurence M. Downes