WITNESSETH:

   1
                                                                    EXHIBIT 4-9D

                           FOURTH AMENDMENT AGREEMENT

         FOURTH AMENDMENT AGREEMENT dated as of August 30, 1997 between NEW
JERSEY RESOURCES CORPORATION (the "Company") and XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK (the "Bank").

                                   WITNESSETH:

         WHEREAS, Company and Bank are parties to that certain Credit Agreement
dated as of August 1, 1991, as amended by a First Amendment Agreement dated as
of September 1, 1993, a Second Amendment Agreement dated as of January 9, 1995
and a Third Amendment Agreement dated as of July 1, 1996 (as so amended, the
"Agreement"); and

         WHEREAS, Company and Bank wish to further amend the Agreement in
certain respects:

         NOW, THEREFORE, the parties hereto agree as follows:

         1. Definitions. Except as otherwise specified herein, capitalized terms
used herein and defined in the Agreement shall have the respective meanings
ascribed thereto in the Agreement. Each reference to "hereof", "hereunder",
"herein" and "hereby" and each other similar reference and each reference to
"this Agreement" and each other similar reference contained in the Agreement
shall from and after the effective date hereof refer to the Agreement as amended
hereby.

         2. Amendment. The definition in Section 1.1 of "Termination Date" is
hereby amended by deleting the date "October 1, 1997" and inserting the date
"October 1, 1998" in its place.

         3. Representations. Company hereby represents and warrants to Bank
that:

         (A)      the representations and warranties set forth in Section 5 of
                  the Agreement are true and correct in all respects as if made
                  on the date hereof and as if each reference therein to the
                  Agreement were a reference to the Agreement as amended by this
                  Fourth Amendment Agreement;

         (B)      no Event of Default specified in Section 7 of the Agreement
                  has occurred and is continuing; and

         (C)      the making and performance by the Company of this Fourth
                  Amendment Agreement have been duly authorized by all necessary
                  corporate action.
   2
         4.  Miscellaneous.

         (A) Except as expressly amended hereby, the Agreement shall remain
unmodified and in full force and effect.

         (B) The provisions of Section 2 of this Fourth Amendment Agreement are
hereby incorporated into and made a part of the Agreement as if fully set
for-therein.

         (C) This Fourth Amendment Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument, and any of the parties hereto may execute this Fourth Amendment
Agreement by signing any such counterpart.

         (D) This Fourth Amendment Agreement shall be governed by and construed
in accordance with the law of the State of New York.

         IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Amendment Agreement to be duly executed and delivered by their proper and duly
authorized officers as of the day and year first above written.


NEW JERSEY RESOURCES CORPORATION                 XXXXXX GUARANTY TRUST
                                                    COMPANY OF NEW YORK


By: /s/ Xxxxx X. Xxxxxxxx                        By: /s/ Xxxxxx X. Xxxxxxx
    ---------------------------                      --------------------------
Title: Senior Vice President & CFO                    Xxxxxx X. Xxxxxxx
                                                      Vice President