UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D. C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 or 15(d) OFof ~~THE SECURITIES EXCHANGE ACT OF 1934~~the

~~Date~~Securities Exchange Act of ~~Report~~1934

~~April~~ Date 21of report (Date of earliest event reported): August 14, 2017

(Date of earliest event reported)

SOUTH JERSEY GAS COMPANY

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its charter~~Charter)

New Jersey	~~0-22211~~	210-~~0398330~~22211	21-0398330
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdiction of Incorporation)		(Commission File Number)	(I.R.S. Employer Identification No.)

1 South Jersey Plaza, Folsom, ~~New~~NJ ~~Jersey~~ 08037 (Address of Principal Executive Offices) (Zip Code) (609) 561-9000 (Registrant's Telephone Number, Including Area Code)

(Address of principal executive offices, including 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:

[]oWritten ~~Written~~ communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[] o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[] o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[] o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act ~~of 1933 (§230.405 of this chapter)~~ or Rule 12b-2 of the ~~Securities~~ Exchange Act ~~of 1934~~chapter)

Emerging growth company []o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [] o

Item 51.0201. Entry ~~Departure~~into ofa ~~Directors~~Material orDefinitive ~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

On ~~April~~August 2114, 2017, ~~the Board of Directors (the "Board") of~~ South Jersey Gas Company (the "“Company"”) ~~announced~~entered ~~that~~into ~~Messrs.~~an ~~Thomas A. Bracken~~unsecured, ~~Victor~~five-year A.revolving ~~Fortkiewicz,~~credit ~~Jeffrey~~agreement ~~DuBois~~(the ~~and~~“Credit ~~Ms.~~Agreement”), ~~Sunita~~which ~~Holzer~~is ~~did~~syndicated ~~not~~among ~~stand~~a ~~for~~number ~~re-election as Directors~~ of ~~the~~banks, ~~Company.~~including ~~The~~Wells ~~Board~~Fargo ~~elected~~National ~~Messrs. Stephen H. Clark~~Bank, ~~David~~National ~~Robbins~~Association, ~~Jr., and Ms. Gina Merritt-Epps~~ as ~~new~~administrative ~~directors~~agent, ~~effective~~Bank as of ~~April 21~~America, ~~2017 (the "Effective Date")~~N. MrA., ~~Robbins~~JP ~~serves~~Morgan asChase ~~President~~Bank, ~~of South Jersey Gas Company~~N. MrA., ~~Clark~~PNC ~~is currently Executive Vice President and Chief Financial Officer and Ms. Merritt-Epps is Executive Vice President~~Bank, ~~General~~National ~~Counsel~~Association and ~~Corporate~~Citizens ~~Secretary~~Bank of ~~the Company~~Pennsylvania. The ~~Their~~Credit ~~respective~~Agreement ~~appointments~~expires ~~will~~on beAugust ~~for~~12, a2022, ~~term~~unless ~~expiring~~earlier atterminated ~~the~~or ~~2018~~extended ~~annual~~in ~~meeting~~accordance ofwith ~~stockholders~~its terms.

The Credit Agreement provides for the extension of credit to the Company ~~also~~by ~~announced~~the ~~several~~lenders ~~management~~thereunder ~~changes:~~in a total aggregate amount of $200 million (the “Revolving Credit Facility”), in the form of revolving loans up to the full $200 million amount of the facility. In addition, as part of the total $200 million extension of credit, the Revolving Credit Facility provides for swingline loans (in an amount not to exceed an aggregate of $20 million), by the swingline lender thereunder, and letters of credit (in an amount not to exceed an aggregate of $100 million, of which $12.5 million has been fronted by various lenders), by the issuing banks thereunder, each at the applicable interest rates specified in the Credit Agreement. Subject to certain conditions set forth in the Credit Agreement, the Company may increase the Revolving Credit Facility up to a maximum aggregate amount of $50 million (for a total facility of up to $250 million), although no lender is obligated to increase its commitment. At the closing of the transaction, the Company borrowed funds to repay amounts owed under the 2011 Credit Agreement (as defined in Item 1.02 below), which agreement was then terminated and is being replaced by the Credit Agreement. Thereafter, proceeds from borrowings under the Revolving Credit Facility may be used for general corporate purposes.

•Loans ~~Mr.~~under ~~Paul~~the ~~Zuccarino~~Revolving ~~was~~Credit ~~promoted~~Facility tobear ~~Senior~~interest ~~Vice~~at ~~President~~a ~~and~~variable ~~Chief~~base ~~Operations~~rate ~~Officer~~or ~~for~~a ~~the~~variable ~~Company.~~London InInterbank ~~his~~Offered ~~new~~Rate ~~role~~(“LIBOR”), Mrat the Company’s election. Interest ~~Zuccarino~~on base rate loans will ~~have~~be ~~responsibility~~equal ~~for~~to the ~~newly~~highest ~~combined~~of: ~~Engineering~~(a) the Federal Funds Rate plus 0.5%; (b) the agent’s daily “prime rate”; and ~~Distribution~~(c) ~~Operations~~the ~~teams~~one-month LIBOR rate plus 1%; plus in each case, an applicable margin that may range from zero to 0.475%, Mrdepending on the Company’s senior unsecured debt rating. Interest ~~Zuccarino~~on ~~was~~LIBOR ~~previously~~loans ~~Senior~~will ~~Vice~~be ~~President~~determined ofby ~~Distribution~~reference ~~Operations~~to LIBOR plus an applicable margin that may range from 0.9% to 1.475%, depending on the Company’s credit rating.

•The ~~Mr.~~Credit ~~Stephen~~Agreement ~~Poniatowicz~~contains ~~was~~customary ~~appointed~~representations, ~~Senior~~warranties ~~Vice~~and ~~President~~covenants, ~~CNG~~including a financial covenant limiting the ratio of Indebtedness of the Company and ~~Building~~its ~~Management.~~subsidiaries Inon ~~his~~a ~~new~~consolidated ~~role,~~basis ~~Mr.~~to ~~Poniatowicz~~Consolidated ~~will~~Total ~~oversee~~Capitalization ~~all~~of ~~efforts~~not ~~related~~more than 0.70 to ~~CNG~~1.0 ~~operations~~(as ~~for~~such terms are defined in the ~~Company~~Credit Agreement); provided that as ~~well~~long as ~~oversight~~the ~~and~~Company’s ~~management~~January of2017 ~~the~~term ~~construction~~loan credit agreement provides for a lower ratio of ~~the~~indebtedness ~~new~~to ~~Atlantic~~Total ~~City~~Capitalization, ~~headquarters~~such lower ratio, ~~and~~which ~~overall~~is ~~facilities~~currently ~~management~~0.65 Mrto 1.0, ~~Poniatowicz~~will ~~was~~apply ~~previously~~to athe ~~Vice~~Credit ~~President~~Agreement. The ofCredit ~~South~~Agreement ~~Jersey~~also ~~Energy~~contains ~~Solutions,~~customary ~~LLC~~events of default.

•Many ~~Mr.~~of ~~Robert~~the ~~Fatzinger~~lenders isunder ~~transferring~~the ~~from~~Credit Agreement have in the ~~Company~~past performed, and may in the future from time to ~~South~~time ~~Jersey~~perform, ~~Energy~~investment ~~Solutions~~banking, ~~LLC~~financial advisory, anlending ~~affiliate~~and/or ofcommercial ~~South~~banking ~~Jersey~~services ~~Industries~~or other services for the Company or its affiliates, ~~Inc.~~and Inaffiliates ~~his~~or ~~new~~certain ~~role~~of asthese ~~Senior~~lenders ~~Vice~~have ~~President~~served ~~and~~in ~~Chief~~the ~~Operating~~past ~~Officer~~as underwriters in public offerings of ~~Marina~~securities ~~Energy,~~by ~~LLC~~the ~~and~~Company ~~SJI~~or ~~Midstream~~its affiliates, ~~Mr.~~for ~~Fatzinger~~which ~~will~~they have ~~oversight~~received, ~~for~~and may in the ~~daily~~future ~~operations~~receive, ofcustomary ~~these~~compensation ~~businesses~~and expense reimbursement.

A copy of the Credit Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 51.0301. ~~Amendments~~The toforegoing ~~Articles~~summary of ~~Incorporation~~the orCredit ~~Bylaws;~~Agreement ~~Change~~is qualified in ~~Fiscal~~its ~~Year~~entirety by reference to the text of the Credit Agreement filed herewith.

OnItem ~~April 21, 2017, the Board approved an amendment to Section~~ 1.02. Termination of ~~Article~~a IIMaterial ofDefinitive ~~the Company’s Bylaws to decrease the authorized number of directors from six (6) to five (5)~~Agreement.

~~The~~On ~~foregoing~~August ~~description~~14, is2017, ~~qualified~~in connection with the Company’s entry into the Credit Agreement discussed in Item 1.01, the Company terminated its ~~entirety~~existing by$200 ~~reference~~million toFour-Year ~~the~~Revolving ~~Bylaws~~Credit Agreement, dated as of ~~South~~May ~~Jersey~~5, ~~Gas~~2011, among the Company, asthe ~~amended~~lenders ~~and~~party ~~restated~~thereto ~~through~~and ~~April~~Wells 21Fargo, ~~2017~~National Association, as ~~filed~~administrative ~~herewith~~agent as(the ~~Exhibit~~“2011 ~~3.2(ii~~Credit Agreement”).

Item 92.0103. Creation of a Direct Financial ~~Statements~~Obligation ~~and~~or ~~Exhibits~~an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

~~Exhibit~~The ~~Index~~information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Exhibit No.	Description
3.2(ii)	Bylaws of South Jersey Gas Company, as amended and restated through April 21, 2017.

Item 9.01. Financial Statements and Exhibits.

~~Signature~~(d) Exhibits


10.1	Five-Year Revolving Credit Agreement, dated as of August 14, 2017, among South Jersey Gas Company, the several lenders from time to time party thereto, and Wells Fargo Bank, National Association, as administrative agent.

SIGNATURES

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 GAS COMPANY	~~SOUTH JERSEY GAS COMPANY~~
Date: April 24, 2017		/s/ Gina Merritt-Epps
Dated: August 15, 2017	By:	/s/ Stephen H. Clark
		Gina Merritt-Epps, Esq.
		Name: Stephen H. ClarkTitle: Executive Vice President and Chief Financial Officer
		Executive Vice President, General Counsel & Corporate Secretary

EXHIBIT INDEX

Exhibit No. Description_____________________________________________________


10.1	Five-Year Revolving Credit Agreement, dated as of August 14, 2017, among South Jersey Gas Company, the several lenders from time to time party thereto, and Wells Fargo Bank, National Association, as administrative agent.

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