FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * DOWNES LAURENCE M   2. Issuer Name and Ticker or Trading Symbol NEW JERSEY RESOURCES CORP [NJR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman, President & CEO (Last) (First) (Middle) C/O NEW JERSEY RESOURCES CORPORATION, 1415 WYCKOFF ROAD 3. Date of Earliest Transaction (Month/Day/Year) 10/01/2008 (Street) WALL, NJ 07719 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 10/01/2008   A   4,500 A $ 0 (1) 108,856.011 (2) D   Common Stock 10/01/2008   F   72 (3) D $ 36.27 (4) 108,784.011 (2) D   Common Stock               283.36 (5) I Cust. for Rel.

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
DOWNES LAURENCE M C/O NEW JERSEY RESOURCES CORPORATION 1415 WYCKOFF ROAD WALL, NJ 07719	X		Chairman, President & CEO

Signatures

Rhonda M. Figueroa - Attorney-in-Fact (POA on File)		10/03/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Performance Units previously reported on Form 4 that were issued pursuant to the Company's Long Term Plan vested over a 30 month period if certain performance goals were met, beginning in May 2005, with 50% that was paid on October 1, 2007, and 50% payable on October 1, 2008, if still employed by Company. Performance Units convert 1 for 1 into shares of Company common stock. There is no purchase or sales price upon vesting of the Performance Units. Includes accrued dividends. Share amounts reflect an increase due to the 3-for-2 stock split as of 3/3/08.
(2)	Includes actual number of shares that vested, including shares held outright, shares held in the New Jersey Resources Corporation (NJR) ESOP Plan that are accounted for on a unitized basis and reflects calculated value, and shares purchased through the NJR Dividend Reinvestment Plan (DRP).
(3)	Represents shares of common stock withheld by the Company to satisfy tax withholding obligation.
(4)	Represents the last reported sales price of the Company's common stock on the New York Stock Exchange on October 1, 2008.
(5)	Share amount reflects an increase due to the 3-for-2 stock split as of 3/3/08 and includes reinvested dividends through NJR DRP.

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