8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  February 27, 2015

SOUTH JERSEY INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

New Jersey	1-6364	22-1901645
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One South Jersey Plaza, Folsom, NJ 08037

(Address of principal executive offices) (Zip Code)

(609) 561-9000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act.

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act.

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

o  Pre-commencement communications pursuant to Rule 13(3)-4(c) under the Exchange Act.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 27, 2015, South Jersey Industries, Inc. (SJI) filed an amendment to its Certificate of Incorporation that increased the authorized number of shares of its common stock from 60,000,000 to 120,000,000 and the aggregate number of shares authorized to be issued by SJI from 62,500,000 to 122,500,000. The amendment was made in connection with a two-for-one stock split, approved by the SJI Board of Directors, to be effected pursuant to a stock dividend of one share of common stock for each outstanding share of common stock (Stock Split). The SJI Board of Directors approved the amendment to the certificate of incorporation, in connection with the Stock Split, without shareholder action, pursuant to New Jersey Business Corporations Act Section 14A:7-15.1(3). The amendment was effective upon its filing, and the Stock Split is payable May 8, 2015 to shareholders of record at the close of business on April 17, 2015.

A copy of the amendment to the SJI Certificate of Incorporation is attached hereto as Exhibit 3.

Item 9.01 Financial Statements and Exhibits

Exhibit Index

Exhibit No.	Description
3	Amendment to Certificate of Incorporation of South Jersey Industries, Inc. dated February 27, 2015.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	SOUTH JERSEY INDUSTRIES, INC
Date:  March 2,  2015	By: /s/ Gina Merritt-Epps
	Gina Merritt-Epps, Esq.
	General Counsel & Corporate Secretary

EXHIBIT INDEX

Exhibit No.Description_____________________________________________________

3 Amendment to Certificate of Incorporation of South Jersey Industries, Inc., dated February 27, 2015.

EX-3

CERTIFICATE OF AMENDMENT

TO THE CERTIFICATE OF INCORPORATION

INCREASING THE NUMBER OF AUTHORIZED SHARES OF

SOUTH JERSEY INDUSTRIES, INC.

Pursuant to Section 14A:7-15.1(3) of the

New Jersey Business Corporation Act

To: The Department of the Treasury

State of New Jersey

Pursuant to the provisions of Section 14A:7-15.1(3) of the New Jersey Business Corporation Act, the undersigned corporation executes the following Certificate of Amendment to its Certificate of Incorporation:

1. The name of the corporation is SOUTH JERSEY INDUSTRIES, INC. (the “Corporation”).             

2. The Board of Directors of the Corporation , on February 26, 2015, duly approved a resolution authorizing a share dividend of one additional share of the Corporation’s Common Stock, par value $1.25 per share (the “Common Stock”), on each issued and outstanding share of Common Stock (the “Share Dividend”).

3. The amendment to the Corporation’s Certificate of Incorporation in connection with the Share Dividend will not adversely affect the rights or preferences of the holders of outstanding shares of any class or series and will not result in the percentage of authorized shares that remains unissued after the Share Dividend exceeding the percentage of authorized shares that was unissued before the Share Dividend.

4. Pursuant to Section 14A:7-15.1(3) of the New Jersey Business Corporation Act, the amendment to the Corporation’s Certificate of Incorporation is not subject to shareholder approval; therefore, no shares voted for or against it.

5. Article Third of the Corporation’s Certificate of Incorporation is hereby amended and restated to read in its entirety as follows:

“THIRD: The aggregate number of shares which the corporation shall have authority to issue is 122,500,000 shares, divided into two classes consisting of 120,000,000 shares of common stock ("Common Stock"), $1.25 par value per share, and 2,500,000 shares of preference stock ("Preference Stock"), without par value."

Dated: February 27, 2015

SOUTH JERSEY INDUSTRIES, INC.

By:    _________________________________________    

Name: Edward J. Graham    

Title:     Chairman & CEO