PRELIMINARY OFFICIAL STATEMENT DATED SEPTEMBER 17, 2012 of an NEW ISSUE – Book-Entry Only Ratings: See “RATINGS” herein. SOUTH JERSEY PORT CORPORATION $75,740,000* MARINE TERMINAL REVENUE REFUNDING BONDS Consisting of $58,990,000* MARINE TERMINAL REVENUE REFUNDING BONDS, SERIES 2012 Q and $16,750,000* MARINE TERMINAL REVENUE REFUNDING BONDS, SERIES 2012 R (AMT) Dated: Date of Delivery Due: January 1, as shown on the inside front cover The $58,990,000* Marine Terminal Revenue Refunding Bonds, Series 2012 Q (the “Series 2012 Q Bonds”) and $16,750,000* Marine Terminal Revenue Refunding Bonds, Series 2012 R (AMT) (the “Series 2012 R Bonds” and, together with the Series 2012 Q Bonds, the “Series 2012 Bonds”), will be issued as fully registered bonds without coupons and, when issued, will be registered in the name of and held by Cede & Co., as nominee for the Depository Trust Company (“DTC”), New York, New York. DTC will act as securities depository for the Series 2012 Bonds. Purchases of beneficial interests in the Series 2012 Bonds will be made in book-entry form in denominations of $5,000 or integral multiples thereof. Purchasers will not receive certificates representing their beneficial interests in the Series 2012 Bonds. For as long as DTC or its nominee, Cede & Co., is the registered owner of the Series 2012 Bonds, all payments of principal or sinking fund cial Statement constitute an offer to sell or a solicitation installments of and interest on the Series 2012 Bonds are payable by U.S. Bank National Association, Morristown, New Jersey, as registrar and paying agent (the “Registrar and Paying Agent”) to DTC. As more fully described herein, disbursement of such payments to the Direct Participants (defined herein) is the responsibility of DTC and disbursement of such payments to the Beneficial Owners is the responsibility of the Direct Participants and the Indirect Participants (defined herein). See “THE SERIES 2012 BONDS – Book-Entry Only System.” The Series 2012 Bonds are being issued pursuant to the Act (defined herein) and the Marine Terminal Revenue Bond Resolution of the Corporation adopted on June 5, 1985, as amended and supplemented (as so amended and supplemented, the “General Bond Resolution”), as further supplemented by the “Amended and Restated Fourteenth Supplemental Marine Terminal Revenue Bond Resolution Authorizing Issuance of Marine Terminal Revenue Refunding Bonds, Series 2012 Q” (the “Fourteenth Supplemental Resolution”) and by the “Fifteenth Supplemental Marine Terminal Revenue Bond Resolution Authorizing Issuance of Marine Terminal Revenue Refunding Bonds, Series 2012 R” (the “Fifteenth Supplemental Resolution”, and together with the Fourteenth Supplemental Resolution and the General Bond Resolution, the “Bond Resolution”). stances shall this PreliminaryOffi The proceeds of the Series 2012 Bonds, together with other funds, are being used to: (i) refund certain callable maturities of the 2002 Bonds (the “Prior Bonds”); (ii) fund the required deposit to the Debt Reserve Fund; and (iii) pay the costs of issuance of the Series 2012 Bonds. See “THE PLAN OF FINANCE” and “ESTIMATED SOURCES AND USES OF FUNDS.” The Series 2012 Bonds will be payable on an equal and ratable basis with all Outstanding Bonds and any Additional Bonds issued by the Corporation, from time to time pursuant to the Bond Resolution from Revenues, certain funds and accounts established pursuant to the Bond Resolution (excluding the Series 2012 Bond Rebate Fund and the Tax Reserve Fund, each defined herein), including the investments, if any, thereof, and all amounts received from the State as appropriations for the Bond Account (as defined herein) in the Debt Reserve Fund. See “SECURITY FOR THE SERIES 2012 BONDS.” Interest on the Series 2012 Bonds will be payable initially on July 1, 2013 and on each January 1 and July 1 thereafter until maturity or earlier redemption. cial Statement. Under no circum cial Statement. The Series 2012 Bonds are subject to redemption prior to maturity at the prices, at the times and in the manner described herein. See “THE SERIES 2012 BONDS – Redemption.” e unlawfule prior to registration or qualification under the securitieslaws of anysuchjurisdiction. The Act provides that, in order to maintain the balance in the Debt Reserve Fund established under the Bond Resolution at a level at least equal to the largest amount required for the payment of principal or sinking fund installments and interest on any Bonds of the Corporation during any succeeding calendar year, the State of New Jersey (the “State”) will make an annual appropriation to the Corporation, for deposit in the Bond Account of the Debt Reserve Fund, in the amount certified by the Corporation as the necessary required amount. However, all moneys to be paid to the Corporation pursuant to the provisions of the Act described above are subject to appropriation by the New Jersey State Legislature (the “State Legislature”) for such purpose from time to time. The State Legislature has no legal obligation to make such appropriations, and the provisions of the Act described do not constitute a legally enforceable obligation on amendment in a Final Offi the part of the State, nor does it create a debt or liability of the State. See “SECURITY FOR THE SERIES 2012 BONDS – Maintenance of the Debt Reserve Fund.” THE SERIES 2012 BONDS ARE DIRECT AND GENERAL OBLIGATIONS OF THE CORPORATION. THE CORPORATION HAS NO TAXING POWER. THE SERIES 2012 BONDS ARE NOT IN ANY WAY A DEBT OR LIABILITY OF THE STATE OR ANY POLITICAL SUBDIVISION OF THE STATE AND ARE NOT AND DO NOT CONSTITUTE A PLEDGE OF THE FAITH AND CREDIT OF THE STATE OR OF ANY SUCH POLITICAL SUBDIVISION. In the opinion of Capehart & Scatchard, P.A., Bond Counsel, assuming continuing compliance by the Corporation with certain covenants described are subject to completion are subject to or completion herein, under current law: (i) interest on the Series 2012 Q Bonds is not includable in gross income for federal income tax purposes and is not an item of tax preference under Section 57 of the Internal Revenue Code of 1986, as amended (“Code”), for purposes of computing the federal alternative minimum tax and (ii) interest on the Series 2012 R Bonds is not includable in gross income for federal income tax purposes, except interest on any 2012 Series R Bond during the period that such 2012 Series R Bond is held by a “substantial user” of the facilities financed by the Series 2012 R Bonds or a “related person” within the meaning of Section 147(a) of the Code. In the opinion of Bond Counsel, interest on the Series 2012 R Bonds is an item of tax preference under Section 57 of the Code for purposes of computing the federal alternative minimum tax. In addition, interest on the Series 2012 R Bonds held by corporate taxpayers is included in the relevant income computation for calculation of the federal alternative minimum tax as a result of the inclusion of interest on the Series 2012 R Bonds in “adjusted current earnings”. No opinion is expressed regarding other federal tax consequences arising with respect to the Series 2012 Bonds. Further, in the opinion of Bond Counsel, interest on the Series 2012 Bonds and any gain on the sale thereof are not includable as gross income under the New Jersey Gross Income Tax Act. See “TAX information contained herein herein contained information MATTERS” herein This cover page contains certain information for quick reference only. It is not a summary of the issue. Investors must read the entire Official Statement to obtain information essential to their making an informed investment decision. The Series 2012 Bonds are offered subject to prior sale, when as and if issued, subject to the approval of the legality by Capehart & Scatchard, P.A., Bond Counsel to the Corporation. Certain other legal matters will be passed upon for the Corporation by its general counsel. It is expected that the Series 2012 Bonds in definitive form will be available for delivery to DTC in New York, New York on or about October 17, 2012. BIDS WILL BE RECEIVED ON SEPTEMBER 27, 2012 UNTIL 11:00 A.M. EASTERN TIME AT THE OFFICES OF THE SOUTH JERSEY PORT CORPORATION 2ND STREET AND JOSEPH A. BALZANO BOULEVARD CAMDEN, NEW JERSEY OR ELECTRONICALLY VIA PARITY® offer to buy nor shall there be any sale of these securities in any jurisdiction where such offer, solicitation or sale would b would or sale solicitation offer, such where jurisdiction any in securities of these sale any be there shall nor buy to offer This Preliminary Official Statement and the Statement Official This Preliminary _________________________ * Preliminary, subject to change SOUTH JERSEY PORT CORPORATION $58,990,000* MARINE TERMINAL REVENUE BONDS, SERIES 2012 Q MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES AND PRICES OR YIELDS Interest Price January 1* Principal* Rate (%) or Yield 2014 $ 490,000 2015 4,330,000 2016 4,420,000 2017 4,500,000 2018 4,600,000 2019 4,740,000 2020 4,880,000 2021 2,830,000 2022 2,920,000 2023 3,035,000 2024 875,000 2025 1,960,000 2026 2,030,000 2027 2,135,000 2028 2,245,000 2029 2,355,000 2030 2,475,000 2031 2,600,000 2032 2,715,000 2033 2,855,000 ______________________ * Preliminary, subject to change __________________________________________________________________________________ $16,750,000* MARINE TERMINAL REVENUE BONDS, SERIES 2012 R (AMT) MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES AND PRICES OR YIELDS Interest Price January 1* Principal* Rate (%) or Yield 2014 $ 605,000 2015 1,570,000 2016 1,620,000 2017 1,675,000 2018 1,725,000 2019 1,770,000 2020 1,825,000 2021 1,605,000 2022 1,665,000 2023 1,745,000 2024 945,000 ______________________ * Preliminary, subject to change SOUTH JERSEY PORT CORPORATION P.O.