The plan is designed to bring more people down to the waterfront. It would turn the marina into a seaside promenade flanked by passenger wharfs that could host the world's biggest cruise ships.
Planners say the redevelopment would diversify a maritime economy dominated by the shipping industry that has been hit hard by the recession.
However, some local residents want their natural scenery left alone.
They say the revitalization, and in particular the new cruise ship terminal, would spoil the scenery at Cabrillo Beach.
But the port and many area business owners welcome the anticipated revenue and hope to draw big crowds with the massive development plan.
The bulk of the financing for it would come from port revenue and other public funds, with private investors footing the rest of the bill.