South Jersey Industries Inc – ‘10-K’ for 12/31/96

As of:  Wednesday, 3/26/97   ·   For:  12/31/96   ·   Accession #:  91928-97-3   ·   File #:  1-06364

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         33    142K 
 2: EX-12       Statement re: Computation of Ratios                    1      6K 
 3: EX-13       Annual or Quarterly Report to Security Holders        47±   206K 
 4: EX-21       Subsidiaries of the Registrant                         1      7K 
 5: EX-23       Consent of Experts or Counsel                          1      6K 
 6: EX-24       Power of Attorney                                      2     11K 
 7: EX-27       Financial Data Schedule (Pre-XBRL)                     1      7K 

10-K   —   Annual Report
Document Table of Contents

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  SECURITIES AND EXCHANGE COMMISSION
 Washington, D. C. 20549
 FORM 10-K

  ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
 SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1996     Commission File Number 1-6364   

 SOUTH JERSEY INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)                          

New Jersey                                22-1901645    
(State or other jurisdiction of          (I.R.S. Employer Identification No.)   
incorporation or organization)                                                

Number One South Jersey Plaza, Route 54                                         
Folsom, New Jersey                              08037       
(Address of principal executive offices)                (Zip Code)              

Registrant's telephone number, including area code:  (609) 561-9000             

Securities registered pursuant to Section 12(b) of the Act:                     

                                       Name of each exchange
Title of each class                      on which registered  
      Common Stock                     New York Stock Exchange and
($1.25 par value per share)             Philadelphia Stock Exchange 

Securities registered pursuant to Section 12(g) of the Act:  None               

Indicate by check mark whether the registrant (1) has filed all reports         
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of   
1934 during the preceding 12 months (or for such shorter period that the        
registrant was required to file such reports), and (2) has been subject to      
such filing requirements for the past 90 days.  Yes   X      No                 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405  
of Regulation S-K is not contained herein, and will not be contained, to the    
best of registrant's knowledge, in definitive proxy or information statements   
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]                                                                  

The aggregate market value of approximately 9,180,600 shares of voting stock    
held by non-affiliates of the registrant as of March 3, 1997 was $204,268,000.  
As of March 3, 1997, there were 10,759,033 shares of the registrant's common    
stock outstanding.                                                              

Documents Incorporated by Reference:                                            
In Part I of Form 10-K:  Pages 11, 17, 18, and 21 of 1996   
Annual Report to Shareholders                         
    In Part II of Form 10-K:  Page 1 and Pages 10 through 22 of 1996
Annual Report to Shareholders                         
      In Part III of Form 10-K:  Pages 2 through 10 (except as stated in
 Item 11 of this Form 10-K) of the Proxy Statement dated
    March 13, 1997 for the 1997 Annual Meeting of Shareholders

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PART I      

Item 1.   Business                                                              

General                                                                         

   The registrant, South Jersey Industries, Inc. (the Company), a New Jersey
corporation, was formed in 1969 for the purpose of owning and holding all of the
outstanding common stock of South Jersey Gas Company (South Jersey Gas or SJG), 
a public utility, and acquiring and developing nonutility lines of business.    
Energy & Minerals, Inc. (EMI), a wholly-owned subsidiary of the Company, was    
formed in 1977 to own, finance and further develop certain nonutility           
businesses.  Through its subsidiary, EMI is engaged in energy services.  South  
Jersey Energy Company (SJE), a wholly-owned subsidiary of the Company, provides 
services for the acquisition and transportation of natural gas for commercial   
and industrial users.  R&T Group, Inc. (R&T), a wholly-owned subsidiary of the  
Company, was formed in 1989 to engage in utility construction and general       
construction businesses.  Certain assets of R&T were sold in 1996 and early 1997
and the Company has adopted a plan for disposition of its remaining assets.  A  
non-binding letter of intent to sell a substantive portion of such assets was   
signed in February 1997.  Upon sale of these assets, the Company will no longer 
engage in the construction business.                                            

Financial Information About Industry Segments                                   

 Information regarding Industry Segments is incorporated by reference to
Note 3 on page 18 of the Company's Annual Report to Shareholders for the year   
ended December 31, 1996 which is attached to this report.  See Item 14(c)(13).  

Description of Business                                                         

    The Company is engaged in the business of operating, through subsidiaries,
various business enterprises.  The Company's most significant subsidiary is SJG.

     South Jersey Gas Company ("SJG"), a New Jersey corporation, is an operating
public utility company engaged in the purchase, transmission and sale of natural
gas for residential, commercial and industrial use in an area of approximately  
2,500 square miles in the southern part of New Jersey.  SJG also makes off-     
system sales of natural gas on a wholesale basis to various customers on the    
interstate pipeline system and transports natural gas purchased directly from   
producers or suppliers by some of its customers.  SJG is the principal          
subsidiary of South Jersey Industries, Inc. ("SJI"), a New Jersey corporation.  

  SJG's service territory includes 112 municipalities throughout Atlantic,
Cape May, Cumberland and Salem Counties and portions of Burlington, Camden and  
Gloucester Counties, with an estimated permanent population of 1.1 million.     

 SJG serves 253,874 residential, commercial and industrial customers (at
December 31, 1996) in southern New Jersey.  Gas sales and transportation for    
1996 amounted to approximately 66,814,000 Mcf (thousand cubic feet), of which   
approximately 51,203,000 Mcf was firm sales and transportation, 7,040,000 Mcf   
was interruptible sales and transportation and 8,571,000 Mcf was off-system     
sales.  The breakdown of firm sales includes 42.4% residential, 19.8%           
commercial, 10.1% cogeneration and electric generation, 2.4% industrial and     
25.3% transportation.  At year-end 1996, SJG served 236,008 residential         
customers, 17,492 commercial customers and 374 industrial customers.  This      
includes 1996 net additions of 5,562 residential customers and 313 commercial   
customers and a decrease of 23 industrial customers.                            

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Under an agreement with Atlantic Electric, an electric utility serving
southern New Jersey, SJG supplies natural gas to several combustion turbine     
facilities.  This gas service is provided under the terms of a firm electric    
service tariff approved by the New Jersey Board of Public Utilities (the "BPU") 
on a demand/commodity basis.  In 1996, 1.6 Bcf (billion cubic feet) was         
delivered under this agreement.                                                 

 SJG serviced eight cogeneration facilities in 1996.  Combined sales and
transportation of natural gas to such customers amounted to approximately 9.2   
Bcf in 1996.                                                                    

SJG makes wholesale gas sales for resale to gas marketers for ultimate
delivery to end users.  These "off-system" sales are made possible through the  
issuance by the Federal Energy Regulatory Commission ("FERC") of Orders No. 547 
and 636.  Order No. 547 issued a blanket certificate of public convenience and  
necessity authorizing all parties, which are not interstate pipelines, to make  
FERC jurisdictional gas sales for resale at negotiated rates, while Order No.   
636 allowed SJG to deliver gas at delivery points on the interstate pipeline    
system other than its own city gate stations and release excess pipeline        
capacity to third parties.  During 1996, off-system sales amounted to 8.6 Bcf.  
Also in 1996, SJG released 20.0 Bcf of its firm interstate pipeline capacity to 
third parties.                                                                  

     Supplies of natural gas available to SJG that are in excess of the quantity
required by those customers who use gas as their sole source of fuel (firm      
customers) make possible the sale of gas on an interruptible basis to commercial
and industrial customers whose equipment is capable of using natural gas or     
other fuels, such as fuel oil and propane.  The term "interruptible" is used in 
the sense that deliveries of natural gas may be terminated by SJG at any time if
this action is necessary to meet the needs of higher priority customers as      
described in SJG's tariffs.  Usage by interruptible customers, including off-   
system customers, in 1996 amounted to approximately 15.6 Bcf (approximately 23.4
percent of the total volume of gas delivered).                                  

   No material part of SJG business is dependent upon a single customer or a
few customers.                                                                  

Service Territory                                                               

The majority of the SJG residential customers reside in the northern and
western portions of its service territory in Burlington, Camden, Salem and      
Gloucester counties.  A majority of new customers reside in this section of the 
service territory, which includes the residential suburbs of Wilmington and     
Philadelphia.  The franchise area to the east is centered on Atlantic City and  
the neighboring resort communities in Atlantic and Cape May counties, which     
experience large population increases in the summer months.  The impact of the  
casino gaming industry on the Atlantic City area has resulted in the creation of
new jobs and the expansion of the residential and commercial infrastructure     
necessary to support a developing year-round economy.  Atlantic City is         
experiencing a second wave of development as a result of casino gaming.  The    
centerpiece of this development is the new $254 million multi-purpose convention
center, accompanied with a planned billion dollar hotel and entertainment       
complex.  These facilities will be used to attract large conventions as well as 
making Atlantic City into a family resort on a year-round basis.  The convention
center is expected to be in operation in the spring of 1997.                    

Manufacturers or processors of sand, glass, farm products, paints,    
chemicals and petroleum products are located in the western and southern sectors
of the service territory.  New commercial establishments and high technology    
industrial parks and complexes are part of the economic growth of this area.    
SJG's service area includes parts of the Pinelands region, a largely undeveloped
area in the heart of southern New Jersey.  Future construction in this area is  

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expected to be limited by statute and by a master plan adopted by the New Jersey
Pinelands Commission; however, in terms of potential growth, significant        
portions of SJG's service area are not affected by these limitations.           

Rates and Regulation                                                            

     As a public utility, SJG is subject to regulation by the BPU. Additionally,
the Natural Gas Policy Act, which was enacted in November 1978, contains        
provisions for Federal regulation of certain aspects of SJG's business. SJG is  
affected by Federal regulation with respect to transportation and pricing       
policies applicable to its pipeline capacity from Transcontinental Gas Pipeline 
Corporation ("Transco"), SJG's major supplier, Columbia Gas Transmission        
Corporation ("Columbia"), CNG Transmission Corporation ("CNG") and Equitrans,   
Inc. ("Equitrans"), since such services are provided under rates and terms      
established under the jurisdiction of the FERC.                                 

 Retail sales by SJG are made under rate schedules within a tariff filed
with and subject to the jurisdiction of the BPU.  These rate schedules provide  
primarily for either block rates or demand/commodity rate structures.  The      
tariff contains provisions permitting SJG to pass on to customers increases and 
decreases in the cost of purchased gas supplies.  The tariff also contains      
provisions permitting the recovery of environmental remediation costs associated
with former manufactured gas plant sites and for the adjustment of revenues due 
to the impact of "temperature" fluctuations as prescribed in SJG's tariff.      

 In April 1997, SJG will initiate its BPU approved pilot program to give
residential customers a choice of gas supplier.  The program will be open to the
first 10,000 residential customers who apply for this service and is designed to
run until June 30, 1998, or later if approved by the BPU.  SJG will continue to 
deliver the natural gas through its distribution system with no loss of margins.

   Revenue requirements for ratemaking purposes are established on the basis
of firm and interruptible sales projections.  On January 27, 1997, the BPU      
granted SJG a rate increase of $6.0 million based on an overall rate of return  
of 9.62% including an 11.25% return on equity.  The majority of this increase   
will come from residential and small commercial customers.  As part of this rate
increase, SJG is allowed to retain the first $5.0 million of pre-tax margins    
generated by interruptible and off-system sales and transportation and 20% of   
pre-tax margins generated by such sales above that level.  In 1997 and 1998,    
this $5.0 million threshold will be increased by the annual revenue requirement 
associated with specified major construction projects.  These sharing formula   
improvements are expected to result in additional rate relief of approximately  
$1.4 million in 1997 and $1.8 million in 1998.  In 1997, SJG will file to       
recover additional post-retirement benefit costs of approximately $1.1 million  
annually.  This recovery is expected to begin in 1998.  In addition, part of the
increase will be recovered from customers through new service fees which charge 
specific customers for costs which they cause SJG to incur.  In addition to the 
rate increase, the BPU approved a revenue reduction in SJG's Temperature        
Adjustment Clause, a mechanism designed to reduce the impact of extreme         
fluctuations in temperature on SJG and its customers.  For the period ended May 
31, 1996, weather in SJG's service area was significantly colder than the 20-   
year average, resulting in a $2.5 million credit due to customers' bills which  
is reflected in the 1996 results of operations.  Additional information on      
regulatory affairs is incorporated by reference to Note 1 on page 17, Note 4 on 
page 18 and Notes 13 and 14 on page 21 of the Company's Annual Report to        
Shareholders for the year ended December 31, 1996 which is attached to this     
report.                                                                         

    On December 14, 1994, the BPU granted SJG a rate increase of $12.1 million
based on a 9.51 percent return on rate base, which included an 11.5 percent     

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return on equity.  Nearly the entire increase came from the residential,        
commercial and small industrial customer classes. In addition, SJG was allowed  
to retain the first $4.0 million of combined pre-tax interruptible and off-     
system margins and 20 percent of margins above that level.                      

   SJE, a New Jersey corporation, is a wholly owned non-regulated subsidiary
of the Company and is engaged in providing services for the acquisition and     
transportation of natural gas for commercial and industrial users.              

  EMI, a New Jersey corporation, is a holding company that owns all of the
outstanding common stock of South Jersey Fuel, Inc. (SJF).  In December 1996,   
EMI sold its investment in common stock of The Morie Company, Inc., its sand    
mining and processing subsidiary, in a cash transaction for approximately $55.3 
million (see Note 2 on page 17 of the Company's Annual Report to Shareholders   
for the year ended December 31, 1996 which is attached to this report).  See    
Item 14(c)(13).                                                                 

SJF, a New Jersey corporation, was reactivated in 1995 and is         
in the business of providing wholesale energy services, including the           
acquisition and transportation of natural gas.                                  

R&T, a New Jersey corporation, is a holding company that owns all the 
common stock of R and T Castellini Company, Inc.  (Castellini Company), S.W.    
Downer, Jr.  Company, Inc. (Downer Company), Onshore Construction Company, Inc. 
(Onshore), Cape Atlantic Crane Co., Inc. (Cape Atlantic) and R & T Castellini   
Construction Company, Inc. (R & T Construction).  In 1996, approximately 43% of 
R&T net sales related to work performed for SJG (compared to 39% in 1995).  No  
other customer accounted for as much as 10% of R&T's consolidated revenues in   
1996.  As indicated under "General" on page 2, assets of the R&T companies have 
either been sold or are being held for sale under a plan adopted in 1996.  The  
financial statements include R&T as a discontinued operation (see Note 2 on page
17 of the Company's Annual Report to Shareholders for the year ended December   
31, 1996 which is attached to this report).  See Item 14(c)(13).                

Castellini Company, a New Jersey corporation, is engaged in the       
installation of gas, water and sewer lines, plant maintenance and site work.    

     Downer Company, a New Jersey corporation, is engaged in the installation of
gas, water and sewer lines, plant maintenance and site work.                    

Onshore, a New Jersey corporation, is principally engaged in the      
installation of large diameter pipe, sewerage plants, bridges, dams and other   
heavy construction projects.                                                    

 Cape Atlantic, a New Jersey corporation, was principally engaged in the
rental of cranes.  Cape Atlantic sold its cranes in 1996 and is an inactive     
subsidiary.                                                                     

   R & T Castellini Construction, a Delaware Corporation, was engaged in the
installation of gas, water and sewer lines, plant maintenance and site work.    
Its assets were sold in January 1997 and this company is now an inactive        
subsidiary.                                                                     

In 1996, the Company made no public announcement of, or otherwise made
public information about, a new product or industry segment that would require  
the investment of a material amount of the assets of the Company or which       
otherwise was material.                                                         

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Raw Materials                                                                   

South Jersey Gas                                                                

Supply Contracts and Storage                                                

  SJG has direct connections to two interstate pipeline companies, Transco
and Columbia.  It also secures firm transportation and other long term services 
from four additional pipelines upstream of the Transco and Columbia systems.    
They include: Columbia Gulf Transmission Company ("Columbia Gulf"), CNG, Texas  
Gas Transmission Corporation ("Texas Gas") and Equitrans.  Services provided by 
these upstream pipelines are utilized to deliver gas into either the Transco or 
Columbia systems for ultimate delivery to SJG.  Services provided by all of the 
above mentioned pipelines are subject to changes as directed by FERC Order      
No. 636.                                                                        

Transco                                                                     

   Transco is SJG's largest supplier of long term gas transmission services.
These services include five (5) year-round and one (1) seasonal firm            
transportation ("FT") service arrangement.  When combined, these services enable
SJG to purchase from third parties and have delivered to its city gate stations 
by Transco, a total of 163,741 Thousand Cubic Feet of gas per day ("Mcf/d").    
The terms of the year-round agreements extend for various periods from 2002 to  
2010 while the term of the seasonal agreement extends to 2011.                  

SJG also has seven (7) long-term gas storage service agreements with  
Transco that when combined are capable of storing approximately 10.1 Bcf.       
Through these services, SJG can inject gas into storage during periods of low   
demand and withdraw gas at a rate of up to 86,972 Mcf per day during periods of 
high demand.  The terms of the storage service agreements extend for various    
periods from 1998 to 2008.                                                      

Transco renders a merchant service to SJG under its Rate Schedule FS  
(defined below).  Williams Energy Services Company ("WESCO"), an affiliate of   
Transco, has assumed Transco's natural gas merchant function under which the    
maximum purchase quantity amounts to 51,769 Mcf per day.  FS is a no-notice     
swing service which allows SJG to take between zero and its full contract       
quantities (51,769 Mcf/d) on any day of the year.  This flexibility enables SJG 
to respond to changes in its requirements for gas due to weather and market     
conditions.  The initial term of the FS agreement extends through March 31,     
2001.                                                                           

   In addition to FS service, SJG has also secured a second merchant service
from Transco under Transco's Rate Schedule NS.  NS service is also provided by  
WESCO acting as agent for Transco.  Under this service, SJG can purchase up to  
30,000 Mcf per day of NS gas with 24 hours advance notice.                      

SJG has a long term gas purchase agreement with Vastar Gas Marketing  
("Vastar") which provides for the delivery of up to 14,618 Mcf/d to SJG's       
service area on a year round basis by way of Transco FT service.  The initial   
term of the gas purchase agreement with Vastar extends through March 31, 2000.  

 SJG also has a winter season firm transportation service on the Transco
system which is available for the period December 1 through the last day of     
February of each year.  SJG's maximum entitlement under this service is 2,900   
Mcf/d.  SJG has contracted with Amerada Hess Corporation ("Hess") to provide the
gas supply to fill this transportation capacity during each winter season       
through October 31, 2007.                                                       

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     SJG may deliver up to 24,700 Mcf per day of gas under a firm transportation
agreement as part of Transco's Texas Gas-CNG-Transco FT project. This project   
was developed to provide additional firm pipeline capacity which would deliver  
gas to the U.S. Northeast via a bundled service provided by Transco under its   
Rate Schedule FT-NT.  SJG has also contracted with Hess for a 15 year gas supply
service to fill this capacity which extends through October 31, 2007.           

CNG                                                                         

    SJG has entered into separate gas sales and capacity management agreements
with CNG Energy Services Corporation ("CNGES"), a non-jurisdictional affiliate  
of CNG, through which SJG has assigned to CNGES its pipeline FT and storage     
entitlements on the CNG system to provide SJG with up to 9,662 Mcf per day of   
gas during the period November 16 through March 31 of each year.                

Columbia                                                                    

    SJG has three (3) firm transportation agreements with Columbia which, when
combined, provide for 43,500 Mcf/d of firm deliverability.                      

  SJG has four long term gas purchase agreements, for periods ranging from
1999 to 2003, with major non-jurisdictional producer/suppliers for gas delivered
into the Columbia pipeline system which, in aggregate, provide SJG with up to   
43,500 Mcf/d via the Columbia pipe line system during the winter season.  Such  
agreements also provide for delivery in non-winter months at lower quantities.  

   SJG also subscribes to a firm storage service from Columbia, to March 31,
2009, which provides a maximum withdrawal quantity of 19,807 Mcf/d during the   
winter season with an associated 1,121,095 Mcf of storage capacity.             

  As part of addressing future winter season requirements, SJG has entered
into an agreement with Columbia to subscribe to an incremental 31,296 Mcf per   
day of storage deliverability with an additional 2,234,482 Mcf of storage       
capacity to begin in November 1998.  The term of the agreement expires October  
31, 2013.  The FERC has recently approved Columbia's arrangements to provide    
such services subject to review of environmental issues.                        

Equitrans                                                                   

SJG has a long term storage service provided by Equitrans, to April 1,
2002, under which up to 500,000 Mcf of gas may be stored during the summer      
season and up to 4,783 Mcf/d may be withdrawn during the winter season.  The gas
is delivered to SJG under firm transportation agreements with Equitrans, CNG and
Transco.                                                                        

Supplemental Gas Supplies                                                   

    SJG has a long term LNG purchase agreement with Distrigas of Massachusetts
Corporation ("DOMAC") which extends through October 31, 2000.  For the 1996-97  
contract year, SJG's annual contract quantity under the DOMAC agreement is      
186,047 Mcf.  LNG purchases from DOMAC are transported to SJG's LNG storage     
facility in McKee City, New Jersey via over-the-road trucks.                    

   SJG operates peaking facilities which can store and vaporize both LNG and
propane for injection into its distribution system.  SJG's LNG facility has a   
storage capacity equivalent to 404,000 Mcf of natural gas and has an installed  
capacity to vaporize up to 90,000 Mcf of LNG per day for injection into its     
distribution system.                                                            

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     SJG also maintains three propane-air plants that are located in McKee City,
Middle Township and Ocean City, New Jersey.  The combined maximum storage       
capacity of these plants is 450,000 gallons of liquefied propane or the         
equivalent of approximately 33,834 Mcf of natural gas.                          

SJG also operates a high pressure pipe storage field at its McKee City
facility which is capable of storing 12,000 Mcf of gas and injecting up to      
10,000 Mcf of gas per day into SJG's distribution system.                       

 SJG has a LNG peaking service agreement with the Philadelphia Gas Works
("PGW") which provides up to 250,000 Mcf per year of peaking service gas on a   
firm basis at a rate of up to 25,000 Mcf per day when taken as vapor and        
delivered through the Transco pipeline system or up to twelve truckloads per day
(approximately 10,200 Mcf) when taken as liquid and trucked to SJG's LNG storage
facility in McKee City, NJ.  The initial term of this agreement extends through 
the 1997-98 winter season, however it may be extended by mutual agreement of the
parties.                                                                        

Peak-Day Supply                                                             

  SJG plans for a winter season peak-day demand on the basis of an average
daily temperature of 2 degrees F.  Gas demand on such a design day was estimated
for the 1996-97 winter season to be 386,585 Mcf versus a design day supply of   
416,922 Mcf.  On January 19, 1994, SJG experienced its highest peak-day demand  
of 370,582 Mcf with an average temperature of 2.68 degrees F.  In 1996, SJG     
experienced a high peak-day demand of 325,463 Mcf with an average temperature of
12.0 degrees F.                                                                 

Gas Prices                                                                  

   During 1996, SJG purchased and had delivered to it approximately 50.6 Bcf
of natural gas for distribution to its customers.  Of this total, 34.3 Bcf was  
transported on the Transco pipeline system and 16.3 Bcf was transported on the  
Columbia pipeline system.                                                       

  SJG's average commodity cost of gas purchased in 1996 was $2.93 per Mcf.

Energy & Minerals, Inc.                                                         

Access to gas suppliers and cost of gas are significant to SJF's      
operations.                                                                     

R&T                                                                             

   Raw materials are not significant to the operations of the R&T Companies.

Patents and Franchises                                                          

   SJG holds nonexclusive franchises granted by municipalities in the seven-
county area of southern New Jersey that it serves.  No other natural gas public 
utility presently serves the territory covered by SJG's franchises.  Otherwise, 
patents, trademarks, licenses, franchises and concessions are not material to   
the business of the Company or any of its subsidiaries.                         

Seasonal Aspects                                                                

     SJG experiences seasonal fluctuations in sales when selling natural gas for
heating purposes.  SJG meets this seasonal fluctuation in demand from its firm  
customers by buying and storing gas during the summer months, and by drawing    
from storage and purchasing supplemental supplies during the heating season.  As

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a result of this seasonality, SJG experiences reductions of revenues and net    
income during the second and third quarters of the year.                        

The utility and general construction companies of R&T experience lower
construction activity during the winter months as construction activity in the  
northeast is usually reduced or curtailed because of colder temperatures.       

Working Capital Practices                                                       

     As previously indicated under Seasonal Aspects, SJG buys and stores natural
gas during the summer months.  These purchases are financed by short-term loans 
which are substantially paid down during the winter months when gas revenues are
higher.  Reference is also made to "Liquidity" on page 11 of the Company's      
Annual Report to Shareholders for the year ended December 31, 1996 which is     
attached to this report. See Item 14(c)(13).                                    

Sale of First Mortgage Bonds                                                    

  On March 21, 1997, SJG issued and sold $35.0 million principal amount of
First Mortgage Bonds, 7.70% Series due April 1, 2027.  The net proceeds from the
sale, amounting to $34.307 million, was used to pay off outstanding short-term  
loans.                                                                          

Customers                                                                       

   Except for R&T, no material part of the Company's business or that of any
of its subsidiaries is dependent upon a single customer or a few customers, the 
loss of which would have a material adverse effect on any such business.  See   
pages 3 and 5.                                                                  

Backlog                                                                         

  Backlog is not material to an understanding of the Company's business or
that of any of its subsidiaries.                                                

Government Contracts                                                            

No material portion of the business of the Company or any of its      
subsidiaries is subject to renegotiation of profits or termination of           
contracts or subcontracts at the election of any government.                    

Competition                                                                     

  SJG franchises are non-exclusive, however, currently no other utility is
providing service within its territory. SJG competes with oil, propane and      
electricity suppliers for residential, commercial and industrial users.  The    
market for natural gas sales is subject to competition as a result of           
deregulation.  Through its tariff, SJG has promoted competition while           
maintaining its margins. Substantially all of SJG's profits are from the        
transportation rather than the sale of the commodity.  SJG believes it has been 
a leader in addressing the changing marketplace. It maintains its focus on being
a low-cost provider of natural gas and energy services.                         

 SJF competes with a number of other marketers/brokers in the selling of
wholesale natural gas services.  Its competition includes SJG, Energy Company,  
other utilities and alliances which include other utility companies.            

The operating companies of R&T Group compete with a number of other   
utility and general construction companies.                                     

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Research                                                                        

During the last three fiscal years, neither the Company nor any of its
subsidiaries engaged in research activities to any material extent.             

Environmental Matters                                                           

Information on environmental matters for SJI and its subsidiaries is  
incorporated by reference to Note 13 on page 21 of the Company's Annual Report  
to Shareholders for the year ended December 31, 1996 which is attached to this  
report.  See Item 14(c)(13).                                                    

 EMI and its subsidiaries are subject to, and have a corporate policy of
compliance with, legislation and regulation by federal, state and local         
authorities with regard to air and water quality control, and other             
environmental considerations.   Expenditures for environmental purposes are     
not expected to materially affect future operations or earnings.                

Employees                                                                       

The Company and its subsidiaries had a total of 874 employees as of   
December 31, 1996.                                                              

Financial Information About Foreign and Domestic Operations and Export Sales    

The Company has no foreign operations and export sales have not been a
significant part of the Company's business.                                     

Item 2.   Properties                                                            

The principal property of SJG consists of its gas transmission and    
distribution systems that include mains, service connections and meters. The    
transmission facilities carry the gas from the connections with Transco and     
Columbia to SJG's distribution systems for delivery to customers.  As of        
December 31, 1996, there were approximately 343 miles of mains in the           
transmission systems and 4,598 miles of mains in the distribution systems.      

SJG owns office and service buildings, including its corporate        
headquarters, at eight locations in the territory, a liquefied natural gas      
storage and vaporization facility, and three propane-air vaporization plants.   

As of December 31, 1996, the SJG utility plant had a gross            
book value of $579,304,259 and a net book value, after accumulated              
depreciation, of $421,621,668.  In 1996, $39,385,175 was spent on additions to  
utility plant and there were retirements of property having an aggregate gross  
book cost of $2,730,526.  Construction expenditures for 1997 are currently      
expected to approximate $48.3 million.                                          

Virtually all of the SJG transmission pipeline, distribution mains and
service connections are in streets or highways or on the property of others.    
The SJG transmission and distribution systems are maintained under franchises or
permits or rights-of-way, many of which are perpetual.  The SJG properties      
(other than property specifically excluded) are subject to a lien of mortgage   
under which its first mortgage bonds are outstanding.  Such properties are well-
maintained and in good operating condition.                                     

   EMI owns and rents to others two commercial properties in Millville, N.J.
and owns 235 acres of land in Vineland, N.J.                                    

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R&T operating companies share land and buildings at two principal     
locations used for administrative operations and housing facilities for         
vehicles, heavy equipment and supplies.                                         

    The Company owns approximately 139 acres of land in Folsom, New Jersey and
approximately 9.29 acres of land in Linwood, New Jersey.                        

Item 3.   Legal Proceedings                                                     

    The Company is subject to claims which arise in the ordinary course of its
business and other legal proceedings.  Included therewith, a group of Atlantic  
City casinos have filed a petition with the BPU alleging overcharges of over $10
million, including interest.  Management of the Company believes that any       
pending or potential legal proceedings will not materially affect its operations
or consolidated financial position.  Reference is made under Commitments and    
Contingencies in Note 13 on page 21 of the Company's Annual Report to           
Shareholders for the year ended December 31, 1996 which is attached to this     
report.  See Item 14(c)(13).                                                    

Item 4.   Submission Of Matters To A Vote of Security Holders                   

 No matter was submitted to a vote of security holders during the fourth
quarter of the 1996 fiscal year.                                                

Item 4-A. Executive Officers (Other Than Directors) of the Registrant           

       Name                     Age       Positions with the Company

Gerald S. Levitt                  52         Vice President and Chief 
                                       Financial Officer

George L. Baulig                  54         Secretary and Treasurer  

There is no family relationship among the officers of the registrant. 

Gerald S. Levitt was elected Vice President of the Company and Senior 
Vice President of SJG effective November 1, 1983.  He has served as Chief       
Financial Officer of the Company since October 1, 1989.  He was elected         
Executive Vice President of SJG on November 1, 1986.  Mr. Levitt was Vice       
President of EMI from November 1983 to November 1986.  Mr. Levitt was also a    
member of the Board of Directors of Morie Company from November 1986 to December
1995.                                                                           

George L. Baulig was elected Secretary and Assistant Treasurer of the 
Company, SJG and EMI effective November 1, 1980.  Mr. Baulig also serves as     
Secretary of R&T and SJE, effective October 1989 to date, and has served as     
Secretary of Morie from October 1989 to April 1995.  Mr. Baulig was elected     
Treasurer of the Company, effective October 1, 1996.                            

 Executive officers of the Company are elected annually and serve at the
pleasure of the Board of Directors.                                             

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 PART II

Item 5.   Market for the Registrant's Common Stock and Related Stockholder      
Matters                                                 

  Information required by this Item is incorporated by reference to Note 8
on page 19 and the bottom of page 22 of the Company's Annual Report to          
Shareholders for the year ended December 31, 1996 which is attached to this     
report.  See Item 14(c)(13).                                                    

Item 6.   Selected Financial Data                                               

  Information required by this Item is incorporated by reference to page 1
of the Company's Annual Report to Shareholders for the year ended December 31,  
1996 which is attached to this report.  See Item 14(c)(13).                     

Item 7.   Management's Discussion and Analysis of Results of Operations and     
Financial Condition                                     

 Information required by this Item is incorporated by reference to pages
10, 11 and 12 of the Company's Annual Report to Shareholders for the year ended 
December 31, 1996 which is attached to this report.  See Item 14(c)(13).        

Item 8.   Financial Statements and Supplementary Data                           

 Information required by this Item is incorporated by reference to pages
12 through 21 and the top of page 22 of the Company's Annual Report to          
Shareholders for the year ended December 31, 1996 which is attached to this     
report.  See Item 14(c)(13).                                                    

Item 9.   Changes in and Disagreements with Accountants on Accounting           
and Financial Disclosure                                

None                                                        

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  PART III

Item 10.  Directors and Executive Officers of the Registrant                    

Information required by this Item relating to the directors of the    
Company is incorporated by reference to pages 2 through 6 of the Company's      
definitive Proxy Statement, dated March 13, 1997, filed with the Commission,    
File number 1-6364, in connection with the Company's 1997 Annual Meeting of     
Shareholders.  Information required by this Item relating to the executive      
officers (other than Directors) of the Company is set forth in Item 4-A of      
this report.                                                                    

Item 11.  Executive Compensation                                                

 Information required by this Item is incorporated by reference to pages
5 through 10 (except for the Report of the Compensation/Pension Committee on    
pages 9 and 10, and the Stock Performance Graph on page 10, which are not so    
incorporated) of the Company's definitive Proxy Statement, dated March 13, 1997,
filed with the Commission, File number 1-6364, in connection with the Company's 
1996 Annual Meeting of Shareholders.                                            

Item 12.  Security Ownership of Certain Beneficial Owners and Management        

 Information required by this Item is incorporated by reference to pages
2 through 6 of the Company's definitive Proxy Statement, dated March 13, 1997,  
filed with the Commission, File number 1-6364, in connection with the           
Company's 1997 Annual Meeting of Shareholders.                                  

Item 13.  Certain Relationships and Related Transactions                        

Information required by this Item is incorporated by reference to     
page 6 of the company's definitive Proxy Statement, dated March 13, 1997,       
filed with the Commission, File number 1-6364, in connection with the           
Company's 1997 Annual Meeting of Shareholders.                                  

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 PART IV

Item 14.  Exhibits, Financial Statement Schedule, and Reports on Form 8-K.      

(a)       Listed below are all financial statements and schedules filed as      
part of this report:                                        

       1 - The consolidated financial statements and notes to consolidated
             financial statements together with the report thereon of Deloitte
             & Touche LLP, dated February 19, 1997, are incorporated herein by
              reference to pages 12 through 21 of the Company's Annual Report to
      Shareholders for the year ended December 31, 1996 which is
attached to this report.  See Item 14(c)(13).       

         2 - Supplementary Financial Information                       Page(s)

Information regarding selected quarterly financial  
  data is incorporated herein by reference to page 22 of
    the Company's Annual Report to Shareholders for the year
     ended December 31, 1996 which is attached to this report.
See Item 14(c)(13).                                 

         Supplemental Schedules as of December 31, 1996, 1995 and 1994
            and for the three years ended December 31, 1996, 1995, and 1994:

      The Independent Auditors' Report of Deloitte & Touche LLP,
              Auditors of the Company                                         24

              Schedule II   - Valuation and Qualifying Accounts               25

(All Schedules, other than that listed above, are   
omitted because the information called for is       
included in the financial statements filed or       
because they are not applicable or are not          
required.  Separate financial statements are        
not presented because all consolidated subsidiaries 
are wholly-owned.)                                  

3 - See Item 14(c)(13)                                      

(b)(i)    A report on Form 8-K was filed with the SEC on October 9, 1996,       
      reporting, under Item 5 - Other Events, a dividend declared by the
        Board of Directors on September 20, 1996 of one stock purchase right
          (the "Rights") for each share of the Company's Common Stock, par value
        $1.25 per share (the "Common Stock"), to be paid on October 11, 1996
     (the "Record Date") to shareholders of record of the Common Stock
       issued and outstanding on the Record Date.  Each Right entitles the
          registered holder to purchase from the Company one one-thousandth of a
          share of the Company's Series A Junior Participating Preference stock,
         without par value (the "Series A Preference Stock").  The description
    and terms of the Rights are set forth in a Rights Agreement (the
       "Rights Agreement") between the Company and the Farmers & Merchants
National Bank of Bridgeton, the Rights Agent.               

      No financial statements were required in said filing, however, the
following Exhibits were included therein:                   

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Exhibit No.                         Description                   

    99.1             Rights Agreement dated as of September 20, 1996
                           between South Jersey Industries, Inc. and The Farmers
                   & Merchants National Bank of Bridgeton, which
                        includes the resolutions establishing the terms of
                          the preference stock as Exhibit A, the form of Right
                           Certificate as Exhibit B and the Summary of Rights to
          Purchase Common Shares as Exhibit C.

   99.2             Press Release dated September 20, 1996 of SJI.

(b)(ii)   A report on Form 8-K was filed with the SEC on December 12, 1996,     
  reporting under Item 2 - Acquisition or Disposition of Assets.

       On December 3, 1996, Energy & Minerals, Inc., a subsidiary of South
     Jersey Industries, Inc. (SJI), sold the common stock of The Morie
        Company, Inc. (Morie), its sand mining and processing subsidiary, to
    Unimin Corporation in a cash transaction for approximately $55.3
         million.  Additional information is incorporated by reference to Note
       2 on page 17 of the Company's Annual Report to Shareholders for the
       year ended December 31, 1996 which is attached to this report.  See
Item 14(c)(13).                                             

(c)       List of Exhibits (Exhibit Number is in Accordance with the Exhibit    
Table in Item 601 of Regulation S-K)                        

  Exhibit                                   Incorporated by Reference From
   Number                                       Exhibit   Reference Document

(3)(a)(i)      Certificate of Incorporation  (4)(a)         Form S-2  
              of the Company, as amended                   (2-91515)
through April 19, 1984.                 

(3)(a)(ii)     Amendment to Certificate of   (4)(e)(1)      Form S-3  
              Incorporation relating to                    (33-1320)
two-for-one stock split                 
effective as of April 28,               
1987.                                   

(3)(a)(iii)    Amendment to Certificate of   (4)(e)(2)      Form S-3  
              Incorporation relating to                    (33-1320)
director and officer                    
liability.                              

(3)(b)         Bylaws of the Company as      (3)(b)         Form 10-K 
             amended and restated                         for 1994
             through April 20, 1995                       (1-6364)

(4)(a)         Form of Stock Certificate     (4)(a)         Form 10-K 
             for common stock.                            for 1985
                                                          (1-6364)

(4)(a)(i)      Rights Agreement dated as     99.1           Form 8-A  
                  of September 20, 1996                        filed 10/9/96
             between South Jersey                         (1-6364)
Industries, Inc. and The                
Farmers & Merchants                     
National Bank of Bridgeton              

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  Exhibit                                   Incorporated by Reference From
   Number                                       Exhibit   Reference Document

(4)(b)(i)      First Mortgage Indenture      (4)(b)(i)      Form 10-K 
             dated October 1, 1947.                       for 1987
                                                          (1-6364)

(4)(b)(x)      Twelfth Supplemental Inden-   5(b)           Form S-7  
              ture, dated as of June 1,                    (2-68038)
1980.                                   

(4)(b)(xiv)    Sixteenth Supplemental        (4)(b)(xv)     Form 10-Q 
                Indenture dated as of                        for quarter
          April 1, 1988, 10-1/4%                       ended
              Series due 2008.                             March 31,
                                                               1988 (1-6364)

(4)(b)(xv)     Seventeenth Supplemental      (4)(b)(xv)     Form 10-K 
             Indenture dated as of                        for 1989
             May 1, 1989.                                 (1-6364)

(4)(b)(xvi)    Eighteenth Supplemental       (4)(e)         Form S-3  
               Indenture, dated as of                       (33-36581)
March 1, 1990.                          

(4)(b)(xvii)   Nineteenth Supplemental       (4)(b)(xvii)   Form 10-K 
             Indenture, dated as of                       for 1992
             April 1, 1992.                               (1-6364)

(4)(b)(xviii)  Twentieth Supplemental        (4)(b)(xviii)  Form 10-K 
             Indenture, dated as of                       for 1993
             June 1, 1993.                                (1-6364)

(4)(c)         Indenture dated as of         (4)(c)         Form 10-K 
             January 31, 1995; 8.60%                      for 1994
             Debenture Notes due                          (1-6364)
February 1, 2010                        

(9)            None                                                   

(10)(d)        Gas storage agreement (GSS)   (10)(d)        Form 10-K 
             between South Jersey Gas                     for 1993
             Company and Transco,                         (1-6364)
dated October 1, 1993.                  

(10)(e)        Gas storage agreement (S-2)   (5)(h)         Form S-7  
              between South Jersey Gas                     (2-56223)
Company and Transco,                    
dated December 16, 1953.                

(10)(f)        Gas storage agreement (LG-A)  (5)(f)         Form S-7  
              between South Jersey Gas                     (2-56223)
Company and Transco,                    
dated June 3, 1974.                     

(10)(h)        Gas storage agreement (WSS)   (10)(h)        Form 10-K 
             between South Jersey Gas                     for 1991
             Company and Transco, dated                   (1-6364)
August 1, 1991.                         

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  Exhibit                                   Incorporated by Reference From
   Number                                       Exhibit   Reference Document

(10)(i)        Gas storage agreement (LSS)   (10)(i)        Form 10-K 
             between South Jersey Gas                     for 1993
             Company and Transco,                         (1-6364)
dated October 1, 1993.                  

(10)(i)(a)     Gas storage agreement         (10)(i)(a)     Form 10-K 
             (SS-1) between South Jersey                  for 1988
             Gas Company and Transco,                     (1-6364)
dated May 10, 1987 (effective           
April 1, 1988).                         

(10)(i)(b)     Gas storage agreement         (10)(i)(b)     Form 10-K 
             (ESS) between South Jersey                   for 1993
             Gas Company and Transco,                     (1-6364)
dated November 1, 1993.                 

(10)(i)(c)     Gas transportation service    (10)(i)(c)     Form 10-K 
             agreement between South                      for 1989
             Jersey Gas Company and                       (1-6364)
Transco, dated April 1,                 
1986.                                   

(10)(i)(e)     Service agreement (FS)        (10)(i)(e)     Form 10-K 
             between South Jersey Gas                     for 1991
             Company and Transco, dated                   (1-6364)
August 1, 1991.                         

(10)(i)(f)     Service agreement (FT)        (10)(i)(f)     Form 10-K 
             between South Jersey Gas                     for 1991
             Company and Transco, dated                   (1-6364)
February 1, 1992.                       

(10)(i)(g)     Service agreement             (10)(i)(g)     Form 10-K 
             (Incremental FT)                             for 1991
             between South Jersey Gas Company             (1-6364)
and Transco, dated August 1,            
1991.                                   

(10)(i)(i)     Gas storage agreement (SS-2)  (10)(i)(i)     Form 10-K 
             between South Jersey Gas                     for 1991
             company and Transco, dated                   (1-6364)
July 25, 1990.                          

(10)(i)(j)     Gas Transportation Service    (10)(i)(j)     Form 10-K 
             Agreement between South                      for 1993
             Jersey Gas Company and                       (1-6364)
Transco, dated December 20,             
1991.                                   

(10)(i)(k)     Amendment to Gas              (10)(i)(k)     Form 10-K 
             Transportation Agreement,                    for 1993
             dated December 20, 1991                      (1-6364)
between South Jersey Gas                
Company and Transco, dated              
October 5, 1993.                        

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  Exhibit                                   Incorporated by Reference From
   Number                                       Exhibit   Reference Document

(10)(j)(a)     Gas Transportation Service    (10)(j)(a)     Form 10-K 
             Agreement (FTS) between South                for 1989
             Jersey Gas Company and                       (1-6364)
Equitable Gas Company,                  
dated November 1, 1986.                 

(10)(k)(h)     Gas Transportation Service    (10)(k)(h)     Form 10-K 
             Agreement (TF) between                       for 1993
             South Jersey Gas Company                     (1-6364)
CNG Transmission Corporation            
dated October 1, 1993.                  

(10)(k)(i)     Gas purchase agreement        (10)(k)(i)     Form 10-K 
             between South Jersey Gas                     for 1989
             Company and ARCO Gas Market-                 (1-6364)
ing, Inc., dated March 5, 1990.         

(10)(k)(k)     Gas Transportation Service    (10)(k)(k)     Form 10-K 
             Agreement (FTS 1) between                    for 1993
             South Jersey Gas Company and                 (1-6364)
Columbia Gulf Transmission              
Company, dated November 1,              
1993.                                   

(10)(k)(l)     Assignment Agreement          (10)(k)(i)     Form 10-K 
             capacity and service rights                  for 1993
             (FTS-2) between South Jersey                 (1-6364)
Gas Company and Columbia                
Gulf Transmission Company,              
dated November 1, 1993.                 

(10)(k)(m)     FTS Service Agreement         (10)(k)(m)     Form 10-K 
             No. 39556 between South                      for 1993
             Jersey Gas Company and                       (1-6364)
Columbia Gas Transmission               
Corporation, dated                      
November 1, 1993.                       

(10)(k)(n)     FTS Service Agreement         (10)(k)(n)     Form 10-K 
             No. 38099 between South                      for 1993
             Jersey Gas Company and                       (1-6364)
Columbia Gas Transmission               
Corporation, dated                      
November 1, 1993.                       

(10)(k)(o)     NTS Service Agreement         (10)(k)(o)     Form 10-K 
             No. 39305 between South                      for 1993
             Jersey Gas Company and                       (1-6364)
Columbia Gas Transmission               
Corporation, dated                      
November 1, 1993.                       

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  Exhibit                                   Incorporated by Reference From
   Number                                       Exhibit   Reference Document

(10)(k)(p)     FSS Service Agreement         (10)(k)(p)     Form 10-K 
             No. 38130 between South                      for 1993
             Jersey Gas Company and                       (1-6364)
Columbia Gas Transmission               
Corporation, dated                      
November 1, 1993.                       

(10)(k)(q)     SST Service Agreement         (10)(k)(q)     Form 10-K 
             No. 38086 between South                      for 1993
             Jersey Gas Company and                       (1-6364)
Columbia Gas Transmission               
Corporation, dated                      
November 1, 1993.                       

(10)(k)(r)     NS (Negotiated Sales) Service (10)(k)(r)     Form 10-K 
             Agreement dated December                     for 1994
             1, 1994 between South Jersey                 (1-6364)
Gas Company and Transco Gas             
Marketing Company as agent              
for Transcontinental Gas                
Pipe Line                               

(10)(l)        Deferred Payment Plan for     (10)(l)        Form 10-K 
             Directors of South Jersey                    for 1994
             Industries, Inc., South                      (1-6364)
Jersey Gas Company, Energy              
& Minerals, Inc., R&T Group,            
Inc. and South Jersey Energy            
Company as amended and                  
restated October 21, 1994               

(10)(l)(a)     Form of Deferred Compen-      (10)(j)(a)     Form 10-K 
             sation Agreement between                     for 1980
             the Company and/or a sub-                    (1-6364)
sidiary and eleven of its               
officers.                               

(10)(l)(b)     Schedule of Deferred Com-     (10)(l)(b)     Form 10-K 
             pensation Agreements.                        for 1992
                                                          (1-6364)

(10)(l)(c)     Supplemental Executive        (10)(l)(c)     Form 10-K 
             Retirement Program, as                       for 1992
             amended and restated ef-                     (1-6364)
fective September 1, 1991,              
and form of Agreement                   
between certain Company                 
or subsidiary Company officers.         

(10)(l)(d)     Form of Officer Employment    (10)(l)(d)     Form 10-K 
             Agreement between certain                    for 1994
             officers and either the Company              (1-6364)
or its Subsidiaries                     

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  Exhibit                                   Incorporated by Reference From
   Number                                       Exhibit   Reference Document

(10)(l)(e)     Schedule of Officer           (10)(l)(e)     Form 10-K 
             Employment Agreements                        for 1994
                                                          (1-6364)

(10)(l)(f)     Officer Severance Benefit     (10)(l)(g)     Form 10-K 
             Program for all officers.                    for 1985
                                                          (1-6364)

(10)(l)(g)     Discretionary Incentive       (10(l)(h)      Form 10-K 
             Bonus Program for all officers               for 1985
             and management employees.                    (1-6364)

(10)(l)(h)     The 1987 Stock Option and     (10)(l)(i)     Form 10-K 
             Stock Appreciation Rights                    for 1987
             Plan including Form of                       (1-6364)
Agreement.                              

(10)(p)        Retirement Plan for Non-      (10)(p)        Form 10-K 
             employee Members of the                      for 1988
             Board of Directors.                          (1-6364)

(10)(q)        Executive Employment          (10)(q)        Form 10-K 
             Agreement dated June 17,                     for 1994
             1994 between the Company                     (1-6364)
and William F. Ryan, President          
and Chief Executive Officer             

(11)           Not Applicable                                         

(12)           Calculation of Ratio of                                
Earnings to Fixed Charges               
(Before Federal Income                  
Taxes) (filed herewith).                

(13)           The Annual Report to                                   
Shareholders of the Company             
for the year ended December 31,         
1996 is filed as an exhibit             
hereto solely to the extent             
portions are specifically               
incorporated by reference               
herein.                                 

(16)           Not Applicable                                         

(18)           Not Applicable                                         

(21)           Subsidiaries of the Registrant                         
(filed herewith).                       

(22)           None                                                   

(23)           Independent Auditors'                                  
Consent (filed herewith).               

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  Exhibit                                   Incorporated by Reference From
   Number                                       Exhibit   Reference Document

(24)           Power of Attorney (filed                               
herewith).                              

(27)           Financial Data Schedule                                
(Submitted only in electronic           
format to the Securities                
and Exchange Commission.                

(99)           None                                                   

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  SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the registrant has duly caused this report to be signed   
on its behalf by the undersigned, thereunto duly authorized.                    

                           SOUTH JERSEY INDUSTRIES, INC.

                  BY  /s/ G. S. Levitt
                                G. S. Levitt, Vice President

                          Date    March 25, 1997

Pursuant to the requirements of the Securities Exchange Act of 1934,  
this report has been signed below by the following persons on behalf of the     
registrant and in the capacities and on the dates indicated.                    

Signature                                Title                        Date      

 /s/ William F. Ryan             President and Director           March 25, 1997
(William F. Ryan)                (Principal Executive Officer)                  

 /s/ G. S. Levitt                Vice President                   March 25, 1997
(G. S. Levitt)                   (Principal Financial Officer)                  

 /s/ William J. Smethurst, Jr.   Assistant Secretary and          March 25, 1997
(William J. Smethurst, Jr.)      Assistant Treasurer                            
                (Principal Accounting Officer)

 /s/ George L. Baulig            Secretary and Treasurer          March 25, 1997
(George L. Baulig)                                                              

 /s/ Frank L. Bradley, Jr.       Director                         March 25, 1997
(Frank L. Bradley, Jr.)                                                         

 /s/ Anthony G. Dickson          Director                         March 25, 1997
(Anthony G. Dickson)                                                            

 /s/ Richard L. Dunham           Director                         March 25, 1997
(Richard L. Dunham)                                                             

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Signature                                Title                        Date      

 /s/ Thomas L. Glenn, Jr.        Director                         March 25, 1997
(Thomas L. Glenn, Jr.)                                                          

 /s/ Vincent E. Hoyer            Director                         March 25, 1997
(Vincent E. Hoyer)                                                              

 /s/ Clarence D. McCormick       Director                         March 25, 1997
(Clarence D. McCormick)                                                         

 /s/ Peter M. Mitchell           Director                         March 25, 1997
(Peter M. Mitchell)                                                             

 /s/ Jackson Neall               Director                         March 25, 1997
(Jackson Neall)                                                                 

 /s/ Frederick R. Raring         Director                         March 25, 1997
(Frederick R. Raring)                                                           

 /s/ Shirli M. Vioni             Director                         March 25, 1997
(Shirli M. Vioni)                                                               

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INDEPENDENT AUDITORS' REPORT                                                    

South Jersey Industries, Inc.:                                                  

We have audited the consolidated financial statements of South Jersey           
Industries, Inc. and its subsidiaries as of December 31, 1996 and 1995 and for  
each of the three years in the period ended December 31, 1996 and have issued   
our report thereon dated February 19, 1997.  Such financial statements and      
report are included in your 1996 Annual Report to Shareholders and are          
incorporated herein by reference.  Our audits also included the financial       
statement schedule of South Jersey Industries, Inc. and its subsidiaries, listed
in Item 14(a).  This financial statement schedule is the responsibility of the  
Company's management.  Our responsibility is to express an opinion based on our 
audits.  In our opinion, such financial statement schedule, when considered in  
relation to the basic consolidated financial statements taken as a whole,       
presents fairly in all material respects the information set forth therein.     

DELOITTE & TOUCHE LLP                                                           
Philadelphia, Pennsylvania                                                      
February 19, 1997                                                               

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                                                        [Enlarge/Download Table]
                                                           SOUTH JERSEY INDUSTRIES, INC. AND SUBSIDIARIES                      
                                                           SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS                     


Col. A.                                    Col. B.                     Col. C.                   Col. D.            Col. E.    
-------------------------------------------------------------------------------------------------------------------------------
                                                                       Additions                                               
                                                                       ---------                                               
                                                               (1)               (2)                                           
                                                                              Charged to                                       
                                          Balance at        Charged to          Other                              Balance at  
                                          Beginning         Costs and         Accounts-        Deductions-            End      
Classification                            of Period          Expenses        Describe (a)      Describe (b)        of Period   
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                                               
                                                           YEAR ENDED DECEMBER 31, 1996                                        

Provision for Uncollectible Accounts    $    982,031      $  2,143,518      $    376,919      $  2,077,406 (c)  $    1,425,062 

                                                           YEAR ENDED DECEMBER 31, 1995                                        

Provision for Uncollectible Accounts    $    991,128      $  1,264,897      $    502,173      $  1,776,167      $      982,031 

                                                           YEAR ENDED DECEMBER 31, 1994                                        

Provision for Uncollectible Accounts    $  1,026,329      $  1,292,762      $    388,104      $  1,716,067      $      991,128 

<FN>                                                                                                                           
(a) Recoveries of accounts previously written off and minor adjustments.                                                       

(b) Uncollectible accounts written off.                                                                                        

(c) Includes $379,297 reduction in provision resulting from the sale of The Morie Company, Inc. in 1996.                       
</FN>                                                                                                                          

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                                               SOUTH JERSEY INDUSTRIES, INC.
                                               NUMBER ONE SOUTH JERSEY PLAZA
                          ROUTE 54
                                          FOLSOM, NEW JERSEY 08037
                                        FORM 10-K FYE 12/31/96

   EXHIBIT INDEX
                                           Incorporated by
                                            Reference From
Reference                                                       Reference       
Number             Description of Exhibit        Exhibit        Document        

(3)(a)(i)        Certificate of Incorporation    (4)(a)         Form S-2        
          of the Company, as amended                     (2-91515)
through April 19, 1984.                       

(3)(a)(ii)       Amendment to Certificate of     (4)(e)(1)      Form S-3        
          Incorporation relating to                      (33-1320)
two-for-one stock split                       
effective as of April 28,                     
1987.                                         

(3)(a)(iii)      Amendment to Certificate of     (4)(e)(2)      Form S-3        
          Incorporation relating to                      (33-1320)
director and officer                          
liability.                                    

(3)(b)           Bylaws of the Company as        (3)(b)         Form 10-K       
         amended and restated                           for 1994
         through April 20, 1995                         (1-6364)

(4)(a)           Form of Stock Certificate       (4)(a)         Form 10-K       
         for common stock.                              for 1985
                                                        (1-6364)

(4)(a)(i)        Rights Agreement dated as       99.1           Form 8-A        
              of September 20, 1996                          filed 10/9/96
         between South Jersey                           (1-6364)
Industries, Inc. and The                      
Farmers & Merchants                           
National Bank of Bridgeton                    

(4)(b)(i)        First Mortgage Indenture        (4)(b)(i)      Form 10-K       
         dated October 1, 1947.                         for 1987
                                                        (1-6364)

(4)(b)(x)        Twelfth Supplemental Inden-     5(b)           Form S-7        
          ture, dated as of June 1,                      (2-68038)
1980.                                         

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                                               SOUTH JERSEY INDUSTRIES, INC.
                                               NUMBER ONE SOUTH JERSEY PLAZA
                          ROUTE 54
                                          FOLSOM, NEW JERSEY 08037
                                        FORM 10-K FYE 12/31/96

   EXHIBIT INDEX
                                           Incorporated by
                                            Reference From
Reference                                                       Reference       
Number             Description of Exhibit        Exhibit        Document        

(4)(b)(xiv)      Sixteenth Supplemental          (4)(b)(xv)     Form 10-Q       
            Indenture dated as of                          for quarter
      April 1, 1988, 10-1/4%                         ended
          Series due 2008.                               March 31,
                                                             1988 (1-6364)

(4)(b)(xv)       Seventeenth Supplemental        (4)(b)(xv)     Form 10-K       
         Indenture dated as of                          for 1989
         May 1, 1989.                                   (1-6364)

(4)(b)(xvi)      Eighteenth Supplemental         (4)(e)         Form S-3        
           Indenture, dated as of                         (33-36581)
March 1, 1990.                                

(4)(b)(xvii)     Nineteenth Supplemental         (4)(b)(xvii)   Form 10-K       
         Indenture, dated as of                         for 1992
         April 1, 1992.                                 (1-6364)

(4)(b)(xviii)    Twentieth Supplemental          (4)(b)(xviii)  Form 10-K       
         Indenture, dated as of                         for 1993
         June 1, 1993.                                  (1-6364)

(4)(c)           Indenture dated as of           (4)(c)         Form 10-K       
         January 31, 1995; 8.60%                        for 1994
         Debenture Notes due                            (1-6364)
February 1, 2010                              

(9)              None                                                           

(10)(d)          Gas storage agreement (GSS)     (10)(d)        Form 10-K       
         between South Jersey Gas                       for 1993
         Company and Transco,                           (1-6364)
dated October 1, 1993.                        

(10)(e)          Gas storage agreement (S-2)     (5)(h)         Form S-7        
          between South Jersey Gas                       (2-56223)
Company and Transco,                          
dated December 16, 1953.                      

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                                               SOUTH JERSEY INDUSTRIES, INC.
                                               NUMBER ONE SOUTH JERSEY PLAZA
                          ROUTE 54
                                          FOLSOM, NEW JERSEY 08037
                                        FORM 10-K FYE 12/31/96

   EXHIBIT INDEX
                                           Incorporated by
                                            Reference From
Reference                                                       Reference       
Number             Description of Exhibit        Exhibit        Document        

(10)(f)          Gas storage agreement (LG-A)    (5)(f)         Form S-7        
          between South Jersey Gas                       (2-56223)
Company and Transco,                          
dated June 3, 1974.                           

(10)(h)          Gas storage agreement (WSS)     (10)(h)        Form 10-K       
         between South Jersey Gas                       for 1991
         Company and Transco, dated                     (1-6364)
August 1, 1991.                               

(10)(i)          Gas storage agreement (LSS)     (10)(i)        Form 10-K       
         between South Jersey Gas                       for 1993
         Company and Transco,                           (1-6364)
dated October 1, 1993.                        

(10)(i)(a)       Gas storage agreement           (10)(i)(a)     Form 10-K       
         (SS-1) between South Jersey                    for 1988
         Gas Company and Transco,                       (1-6364)
dated May 10, 1987 (effective                 
April 1, 1988).                               

(10)(i)(b)       Gas storage agreement           (10)(i)(b)     Form 10-K       
         (ESS) between South Jersey                     for 1993
         Gas Company and Transco,                       (1-6364)
dated November 1, 1993.                       

(10)(i)(c)       Gas transportation service      (10)(i)(c)     Form 10-K       
         agreement between South                        for 1989
         Jersey Gas Company and                         (1-6364)
Transco, dated April 1,                       
1986.                                         

(10)(i)(e)       Service agreement (FS)          (10)(i)(e)     Form 10-K       
         between South Jersey Gas                       for 1991
         Company and Transco, dated                     (1-6364)
August 1, 1991.                               

(10)(i)(f)       Service agreement (FT)          (10)(i)(f)     Form 10-K       
         between South Jersey Gas                       for 1991
         Company and Transco, dated                     (1-6364)
February 1, 1992.                             

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                                               SOUTH JERSEY INDUSTRIES, INC.
                                               NUMBER ONE SOUTH JERSEY PLAZA
                          ROUTE 54
                                          FOLSOM, NEW JERSEY 08037
                                        FORM 10-K FYE 12/31/96

   EXHIBIT INDEX
                                           Incorporated by
                                            Reference From
Reference                                                       Reference       
Number             Description of Exhibit        Exhibit        Document        

(10)(i)(g)       Service agreement               (10)(i)(g)     Form 10-K       
         (Incremental FT)                               for 1991
         between South Jersey Gas Company               (1-6364)
and Transco, dated August 1,                  
1991.                                         

(10)(i)(i)       Gas storage agreement (SS-2)    (10)(i)(i)     Form 10-K       
         between South Jersey Gas                       for 1991
         company and Transco, dated                     (1-6364)
July 25, 1990.                                

(10)(i)(j)       Gas Transportation Service      (10)(i)(j)     Form 10-K       
         Agreement between South                        for 1993
         Jersey Gas Company and                         (1-6364)
Transco, dated December 20,                   
1991.                                         

(10)(i)(k)       Amendment to Gas                (10)(i)(k)     Form 10-K       
         Transportation Agreement,                      for 1993
         dated December 20, 1991                        (1-6364)
between South Jersey Gas                      
Company and Transco, dated                    
October 5, 1993.                              

(10)(j)(a)       Gas Transportation Service      (10)(j)(a)     Form 10-K       
         Agreement (FTS) between South                  for 1989
         Jersey Gas Company and                         (1-6364)
Equitable Gas Company,                        
dated November 1, 1986.                       

(10)(k)(h)       Gas Transportation Service      (10)(k)(h)     Form 10-K       
         Agreement (TF) between                         for 1993
         South Jersey Gas Company                       (1-6364)
CNG Transmission Corporation                  
dated October 1, 1993.                        

(10)(k)(i)       Gas purchase agreement          (10)(k)(i)     Form 10-K       
         between South Jersey Gas                       for 1989
         Company and ARCO Gas Market-                   (1-6364)
ing, Inc., dated March 5, 1990.               

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                                               SOUTH JERSEY INDUSTRIES, INC.
                                               NUMBER ONE SOUTH JERSEY PLAZA
                          ROUTE 54
                                          FOLSOM, NEW JERSEY 08037
                                        FORM 10-K FYE 12/31/96

   EXHIBIT INDEX
                                           Incorporated by
                                            Reference From
Reference                                                       Reference       
Number             Description of Exhibit        Exhibit        Document        

(10)(k)(k)       Gas Transportation Service      (10)(k)(k)     Form 10-K       
         Agreement (FTS 1) between                      for 1993
         South Jersey Gas Company and                   (1-6364)
Columbia Gulf Transmission                    
Company, dated November 1,                    
1993.                                         

(10)(k)(l)       Assignment Agreement            (10)(k)(i)     Form 10-K       
         capacity and service rights                    for 1993
         (FTS-2) between South Jersey                   (1-6364)
Gas Company and Columbia                      
Gulf Transmission Company,                    
dated November 1, 1993.                       

(10)(k)(m)       FTS Service Agreement           (10)(k)(m)     Form 10-K       
         No. 39556 between South                        for 1993
         Jersey Gas Company and                         (1-6364)
Columbia Gas Transmission                     
Corporation, dated                            
November 1, 1993.                             

(10)(k)(n)       FTS Service Agreement           (10)(k)(n)     Form 10-K       
         No. 38099 between South                        for 1993
         Jersey Gas Company and                         (1-6364)
Columbia Gas Transmission                     
Corporation, dated                            
November 1, 1993.                             

(10)(k)(o)       NTS Service Agreement           (10)(k)(o)     Form 10-K       
         No. 39305 between South                        for 1993
         Jersey Gas Company and                         (1-6364)
Columbia Gas Transmission                     
Corporation, dated                            
November 1, 1993.                             

(10)(k)(p)       FSS Service Agreement           (10)(k)(p)     Form 10-K       
         No. 38130 between South                        for 1993
         Jersey Gas Company and                         (1-6364)
Columbia Gas Transmission                     
Corporation, dated                            
November 1, 1993.                             

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                                               SOUTH JERSEY INDUSTRIES, INC.
                                               NUMBER ONE SOUTH JERSEY PLAZA
                          ROUTE 54
                                          FOLSOM, NEW JERSEY 08037
                                        FORM 10-K FYE 12/31/96

   EXHIBIT INDEX
                                           Incorporated by
                                            Reference From
Reference                                                       Reference       
Number             Description of Exhibit        Exhibit        Document        

(10)(k)(q)       SST Service Agreement           (10)(k)(q)     Form 10-K       
         No. 38086 between South                        for 1993
         Jersey Gas Company and                         (1-6364)
Columbia Gas Transmission                     
Corporation, dated                            
November 1, 1993.                             

(10)(k)(r)       NS (Negotiated Sales) Service   (10)(k)(r)     Form 10-K       
         Agreement dated December                       for 1994
         1, 1994 between South Jersey                   (1-6364)
Gas Company and Transco Gas                   
Marketing Company as agent                    
for Transcontinental Gas                      
Pipe Line                                     

(10)(l)          Deferred Payment Plan for       (10)(l)        Form 10-K       
         Directors of South Jersey                      for 1994
         Industries, Inc., South                        (1-6364)
Jersey Gas Company, Energy                    
& Minerals, Inc., R&T Group,                  
Inc. and South Jersey Energy                  
Company as amended and                        
restated October 21, 1994                     

(10)(l)(a)       Form of Deferred Compen-        (10)(j)(a)     Form 10-K       
         sation Agreement between                       for 1980
         the Company and/or a sub-                      (1-6364)
sidiary and eleven of its                     
officers.                                     

(10)(l)(b)       Schedule of Deferred Com-       (10)(l)(b)     Form 10-K       
         pensation Agreements.                          for 1992
                                                        (1-6364)

(10)(l)(c)       Supplemental Executive          (10)(l)(c)     Form 10-K       
         Retirement Program, as                         for 1992
         amended and restated ef-                       (1-6364)
fective September 1, 1991,                    
and form of Agreement                         
between certain Company                       
or subsidiary Company officers.               

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                                               SOUTH JERSEY INDUSTRIES, INC.
                                               NUMBER ONE SOUTH JERSEY PLAZA
                          ROUTE 54
                                          FOLSOM, NEW JERSEY 08037
                                        FORM 10-K FYE 12/31/96

   EXHIBIT INDEX
                                           Incorporated by
                                            Reference From
Reference                                                       Reference       
Number             Description of Exhibit        Exhibit        Document        

(10)(l)(d)       Form of Officer Employment      (10)(l)(d)     Form 10-K       
         Agreement between certain                      for 1994
         officers and either the Company                (1-6364)
or its Subsidiaries                           

(10)(l)(e)       Schedule of Officer             (10)(l)(e)     Form 10-K       
         Employment Agreements                          for 1994
                                                        (1-6364)

(10)(l)(f)       Officer Severance Benefit       (10)(l)(g)     Form 10-K       
         Program for all officers.                      for 1985
                                                        (1-6364)

(10)(l)(g)       Discretionary Incentive         (10(l)(h)      Form 10-K       
         Bonus Program for all                          for 1985
         officers and management                        (1-6364)
employees.                                    

(10)(l)(h)       The 1987 Stock Option and       (10)(l)(i)     Form 10-K       
         Stock Appreciation Rights                      for 1987
         Plan including Form of                         (1-6364)
Agreement.                                    

(10)(p)          Retirement Plan for Non-        (10)(p)        Form 10-K       
         employee Members of the                        for 1988
         Board of Directors.                            (1-6364)

(10)(q)          Executive Employment            (10)(q)         Form 10-K      
          Agreement dated June 17,                        for 1994
          1994 between the Company                        (1-6364)
and William F. Ryan, President                
and Chief Executive Officer                   

(11)             Not Applicable                                                 

(12)             Calculation of Ratio of                                        
Earnings to Fixed Charges                     
(Before Federal Income                        
Taxes) (filed herewith).                      

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                                               SOUTH JERSEY INDUSTRIES, INC.
                                               NUMBER ONE SOUTH JERSEY PLAZA
                          ROUTE 54
                                          FOLSOM, NEW JERSEY 08037
                                        FORM 10-K FYE 12/31/96

   EXHIBIT INDEX
                                           Incorporated by
                                            Reference From
Reference                                                       Reference       
Number             Description of Exhibit        Exhibit        Document        

(13)             The Annual Report to                                           
Shareholders of the Company                   
for the year ended December 31,               
1996 is filed as an exhibit                   
hereto solely to the extent                   
portions are specifically                     
incorporated by reference                     
herein.                                       

(16)             Not Applicable                                                 

(18)             Not Applicable                                                 

(21)             Subsidiaries of the Registrant                                 
(filed herewith).                             

(22)             None                                                           

(23)             Independent Auditors'                                          
Consent (filed herewith).                     

(24)             Power of Attorney                                              
(filed herewith).                             

(27)             Financial Data Schedule                                        
(Submitted only in electronic                 
format to the Securities                      
and Exchange Commission)                      

(99)             None                                                           

- 33 -

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
		4/1/27		9
		10/31/13		7
		2/1/10		16		27
		3/31/09		7					10-Q,  8-K
		10/31/07		6		7
		4/1/02		7
		3/31/01		6					10-Q,  NT 10-Q
		10/31/00		7
		3/31/00		6					10-Q
		6/30/98		4					10-Q
Filed on:		3/26/97
		3/25/97		22		23
		3/21/97		9
		3/13/97		1		13
		3/3/97		1
		2/19/97		14		24
		1/27/97		4
For Period End:		12/31/96		1		33			DEF 14A,  U-3A-2
		12/12/96		15					8-K
		12/3/96		15					8-K
		10/11/96		14
		10/9/96		14					8-A12B,  8-K
		10/1/96		11
		9/20/96		14		26			8-K
		5/31/96		4
		12/31/95		14		25			10-K,  DEF 14A,  U-3A-2
		4/20/95		15		26
		1/31/95		16		27
		12/31/94		14		25			10-K,  DEF 14A,  U-3A-2
		12/14/94		4
		10/21/94		19		31
		1/19/94		8
		11/1/93		17		31
		10/5/93		17		29
		10/1/93		16		29
		6/1/93		16		27
		4/1/92		16		27
		2/1/92		17		28
									List all Filings

2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/24/22  South Jersey Industries Inc.      10-K       12/31/21  150:36M
 2/25/21  South Jersey Industries Inc.      10-K       12/31/20  145:37M