As filed with the Securities and Exchange Commission on September 3, 2004.

                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           --------------------------

                                Sun Bancorp, Inc.
                           --------------------------
             (Exact name of Registrant as specified in its charter)

           New Jersey                                           52-1382541
-------------------------------                              ----------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

                                226 Landis Avenue
                           Vineland, New Jersey 08360
           ---------------------------------------------------------
                    (Address of principal executive offices)

                Sun Bancorp, Inc. 2004 Stock-Based Incentive Plan
           ---------------------------------------------------------
                            (Full Title of the Plan)

                                  Dan A. Chila
                             Chief Financial Officer
                                226 Landis Avenue
                           Vineland, New Jersey 08360
                                 (856) 691-7700
           ---------------------------------------------------------
            (Name, address and telephone number of agent for service)

                                   Copies to:
                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                           1100 New York Avenue, N.W.
                                 Suite 340 West
                             Washington, D.C. 20005
                                 (202) 434-4660
           ---------------------------------------------------------
           (Name, address and telephone number of agent for service)

                                              CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================
       Title of                                  Proposed Maximum       Proposed Maximum
     Securities to           Amount to be            Offering          Aggregate Offering   Amount of Registration
     be Registered          Registered (1)      Price Per Share(1)          Price (1)             Fee (1)
     -------------          --------------      ------------------          ---------             -------
<S>                       <C>                       <C>                  <C>                   <C>
Common Stock
$1.00 par value             450,000 shares            $22.22               $9,999,000            $1,266.87
per share
</TABLE>

(1)      The maximum number of shares of Common Stock issuable upon awards to be
         granted under the Sun Bancorp,  Inc. 2004 Stock- Based  Incentive  Plan
         consists  of  450,000  shares,  which are being  registered  under this
         Registration  Statement and for which a registration fee is being paid.
         Additionally, an indeterminate number of additional shares which may be
         offered and issued to prevent  dilution  resulting  from stock  splits,
         stock dividends or similar transactions.
(2)      The 450,000 shares are being  registered  based upon the average of the
         high and low prices of the Common Stock of the  Registrant  as reported
         on the Nasdaq National Market on September 1, 2004, of $22.22 per share
         for a total offering of $9,999,000.

         This Registration  Statement shall become effective  automatically upon
the date of filing,  in accordance  with Section 8(a) of the  Securities  Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.

<PAGE>

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *
------

Item 2.  Registrant Information and Employee Plan Annual Information. *
------

         *This  Registration  Statement  relates to the  registration of 450,000
shares of Sun Bancorp,  Inc. (the "Company" or "Registrant") common stock, $1.00
par value per share (the "Common  Stock")  issuable to  employees,  officers and
directors of the  Registrant or its subsidiary as  compensation  for services in
accordance  with the Sun Bancorp,  Inc.  2004 Stock Based  Incentive  Plan under
which  450,000  shares  are  issuable,  the  "Plan".  Documents  containing  the
information  required by Part I of this  Registration  Statement will be sent or
given to participants in the Plan as specified by Rule 428(b)(1). Such documents
are not filed with the Securities  and Exchange  Commission  (the  "Commission")
either as part of this  Registration  Statement or as prospectuses or prospectus
supplements pursuant to Rule 424, in reliance on Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
------

         The Company became  subject to the  informational  requirements  of the
Securities  Exchange  Act of 1934  (the  "1934  Act")  on  June  28,  1996  and,
accordingly,  files periodic reports and other  information with the Commission.
Reports,  proxy  statements and other  information  concerning the Company filed
with the  Commission  may be inspected and copies may be obtained (at prescribed
rates) at the  Commission's  Public  Reference  Section,  Room  1024,  450 Fifth
Street, N.W., Washington, D.C. 20549.

         The following  documents filed by the Company are  incorporated in this
Registration Statement by reference:

         (a) The Company's  Annual Report on Form 10-K for the fiscal year ended
December 31, 2003;

         (b) The Company's  Quarterly  Report on Form 10-Q for the quarter ended
March 31, 2004;

         (c) The Company's  Quarterly  Report on Form 10-Q for the quarter ended
June 30, 2004;

         (d) Current Report on Form 8-K, filed on March 22, 2004;

         (e) The Company's Form S-4, filed on April 13, 2004;

         (f) Current Report on Form 8-K, filed on April 21, 2004;

         (g) Current Report on Form 8-K, filed on April 21, 2004;

         (h) The Company's Form S-4/A, filed on April 29, 2004;

         (i) Current Report on Form 8-K, filed on June 14, 2004;

         (j) Current Report on Form 8-K, filed on July 9, 2004;

         (k) Current Report on Form 8-K, filed on July 20, 2004;

         (l) Current Report on Form 8-K, filed on July 20, 2004; and


                                        2

<PAGE>

         (m) The  description  of the  Company's  securities as contained in the
Company's  Registration  Statement on Form 8-A, as filed with the  Commission on
June 28, 1996.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14,  and  15(d)  of the  1934  Act,  prior  to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.

Item 4.  Description of Securities.
------

         Not Applicable

Item 5.  Interests of Named Experts and Counsel.
------

         Not Applicable

Item 6.  Indemnification of Directors and Officers.
------

         Section  14A:3-5 of the New Jersey  Business  Corporation Act describes
those circumstances under which directors, officers, employees and agents may be
insured  or  indemnified  against  liability  which  they  may  incur  in  their
capacities as such.

         Article VI of the Bylaws of the  Company,  require  indemnification  of
directors,  officers,  employees  or agents of the  Company  to the full  extent
permissible under New Jersey law.

         The registrant believes that these provisions assist the registrant in,
among other  things,  attracting  and retaining  qualified  persons to serve the
registrant and its subsidiary.  However, a result of such provisions could be to
increase the expenses of the  registrant and  effectively  reduce the ability of
stockholders  to sue on behalf of the registrant  because certain suits could be
barred or amounts that might  otherwise be obtained on behalf of the  registrant
could be required to be repaid by the registrant to an indemnified party.

         Under a directors' and officers' liability insurance policy,  directors
and officers of the Company are insured against certain  liabilities,  including
certain liabilities under the Securities Act of 1933.

         The Company may purchase and maintain insurance on behalf of any person
who is or was a director,  officer,  employee,  or agent of the Company or is or
was serving at the request of the Company as a director,  officer,  employee, or
agent of  another  corporation,  partnership,  joint  venture,  trust,  or other
enterprise against any liability asserted against the person and incurred by the
person in any such capacity or arising out of his status as such, whether or not
the Company would have the power to indemnify the person  against such liability
under the provisions of the Articles of Incorporation or the Bylaws.

         Additionally,  the  Company  has in force two  directors  and  officers
liability  policies for claims directly  against  directors and officers and for
claims where the Company is required to indemnify  directors and  officers.  The
first policy is  underwritten by Fidelity and Deposit Company of Maryland with a
$15.0  million  aggregate  limit of  liability  and an aggregate  deductible  of
$150,000 per loss. The second policy is underwritten  by Gulf Insurance  Company
with a $5.0  million  aggregate  limit of  liability  in excess of the first $15
million, with no additional deductible.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("1933  Act") may be permitted to  directors,  officers,  or persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification  is against  public  policy as  expressed in the 1933 Act and is
therefore unenforceable.

                                        3

<PAGE>

Item 7.  Exemption from Registration Claimed.
------

         Not Applicable

Item 8.  Exhibits.
------

         For a  list  of  all  exhibits  filed  or  included  as  part  of  this
Registration Statement,  see "Index to Exhibits" at the end of this Registration
Statement.

Item 9.  Undertakings.
------

         (a) The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
                  being made, a  post-effective  amendment to this  Registration
                  Statement;

                  (i) To include any prospectus required by Section 10(a)(3)  of
                   the 1933 Act;

                  (ii) To reflect in the  prospectus any facts or events arising
                  after the effective date of the Registration Statement (or the
                  most   recent   post-effective   amendment   thereof)   which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  Registration
                  Statement;

                  (iii) To include any material  information with respect to the
                  plan  of   distribution   not  previously   disclosed  in  the
                  Registration   Statement  or  any  material   change  to  such
                  information in the Registration Statement;

provided however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the Registrant  pursuant to Section 13 or 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the 1933 Act,  each such  post-effective  amendment  shall be deemed to be a new
Registration  Statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any  liability  under the 1933 Act each filing of the  Registrant's
annual  report  pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d) of the 1934 Act) that is  incorporated by reference in
the Registration  Statement shall be deemed to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                        4

<PAGE>

         (c) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or given, the latest annual report,  to security holders that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the  prospectus,  to deliver,  or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is  specifically  incorporated  by reference in the  prospectus  to provide such
interim financial information.

         (d) Insofar as indemnification  for liabilities  arising under the 1933
Act may be permitted to  directors,  officers,  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against public policy as expressed in the 1933 Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the  successful  defense of any action,  suit, or  proceeding) is asserted by
such director,  officer, or controlling person in connection with the securities
being registered,  the Registrant will, unless in the opinion of its counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against  public  policy  expressed  in the 1933 Act and will be  governed by the
final adjudication of such issue.

                                        5

<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Vineland in the State of New Jersey,  on the 2nd day
of September, 2004.

                                 SUN BANCORP, INC.


                                 By: /s/Thomas A. Bracken
                                        ----------------------------------------
                                        Thomas A. Bracken
                                        President and Chief Executive Officer
                                        (Duly Authorized Representative)



                                POWER OF ATTORNEY

         We, the  undersigned  directors  and officers of Sun Bancorp,  Inc., do
hereby severally constitute and appoint Thomas A. Bracken as our true and lawful
attorney  and  agent,  to do any and all  things  and  acts in our  names in the
capacities  indicated below and to execute any and all instruments for us and in
our names in the  capacities  indicated  below which said Thomas A.  Bracken may
deem  necessary  or  advisable  to enable Sun  Bancorp,  Inc. to comply with the
Securities Act of 1933, as amended, and any rules,  regulations and requirements
of the Securities and Exchange  Commission in connection  with the  Registration
Statement on Form S-8 relating to the registrant,  including  specifically,  but
not limited to, power and  authority to sign,  for any of us in our names in the
capacities  indicated  below,  this  Registration  Statement  and  any  and  all
amendments (including  post-effective  amendments) thereto; and we hereby ratify
and  confirm  all that said  Thomas A.  Bracken  shall do or cause to be done by
virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the date indicated.

s/Bernard A. Brown               /s/Thomas A. Bracken
---------------------            -----------------------------------------------
Bernard A. Brown                 Thomas A. Bracken
Chairman of the Board            President, Chief Executive Officer and Director
                                 (Principal Executive Officer)

Date: August 11, 2004            Date: September 2, 2004

<PAGE>



/s/Sidney R. Brown                  /s/Dan A. Chila
------------------------            --------------------------------------------
Sidney R. Brown                     Dan A. Chila
Vice Chairman, Treasurer            Executive Vice President and Chief Financial
and Secretary                       Officer
                                    (Principal Accounting Officer)

Date: September 2, 2004             Date: September 2, 2004



/s/Ike Brown                        /s/Jeffrey S. Brown
------------------------            --------------------------------------------
Ike Brown                           Jeffrey S. Brown
Director                            Director

Date: September 17, 2004            Date: September 2, 2004


/s/Peter Galetto, Jr.
------------------------            --------------------------------------------
Peter Galetto, Jr.                  Linwood C. Gerber
Director                            Director

Date: August 12, 2004               Date:



/s/Douglas J. Heun                  /s/Anne E. Koons
------------------------            --------------------------------------------
Douglas J. Heun                     Anne E. Koons
Director                            Director

Date: August 11, 2004               Date: September 2, 2004



                                    /s/Alfonse M. Mattia
------------------------            --------------------------------------------
Vito J. Marseglia                   Alfonse M. Mattia
Director                            Director

Date:                               Date: September 2, 2004


/s/George A. Pruitt                 /s/Anthony Russo, III
------------------------            --------------------------------------------
George A. Pruitt                    Anthony Russo, III
Director                            Director

Date:                               Date: August 11, 2004

<PAGE>

/s/Edward H. Salmon                 /s/John D. Wallace
------------------------            --------------------------------------------
Edward H. Salmon                    John D. Wallace
Director                            Director

Date: August 11, 2004               Date: September 2, 2004



/s/Audrey S. Oswell                 /s/Charles P. Kaempffer
------------------------            --------------------------------------------
Audrey S. Oswell                    Charles P. Kaempffer
Director                            Director

Date: September 2, 2004             Date: August 13, 2004



/s/Eli Kramer                       /s/Howard M. Schoor
------------------------            --------------------------------------------
Eli Kramer                          Howard M. Schoor
Director                            Director

Date: September 2, 2004             Date: September 2, 2004

<PAGE>

                                INDEX TO EXHIBITS



      Exhibit                         Description
      -------                         -----------


          4.1  Sun Bancorp, Inc. 2004 Stock-Based Incentive Plan


          4.2  Form of Stock Option Agreement to be entered into with respect to
               Stock Options under the Plan


          4.3  Form of Restricted Stock Award Agreement


          4.4  Form of Stock Award Tax Notice


          5.1  Opinion of Malizia  Spidi & Fisch,  PC as to the  validity of the
               Common Stock being registered


          23.1 Consent of Malizia  Spidi & Fisch,  PC (appears in their  opinion
               filed as Exhibit 5.1)


          23.2 Consent of Deloitte & Touche LLP


          24   Reference is made to the Signatures  section of this Registration
               Statement for the Power of Attorney contained therein
[{"type": "S-8", "sequence": "1", "filename": "s8_090304-0079.txt", "description": "FORM", "secsgml_size_bytes": 22279}]
{"company-data": {"conformed-name": "SUN BANCORP INC /NJ/", "cik": "0001017793", "assigned-sic": "6029", "irs-number": "521382541", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-118812", "film-number": "041017053"}, "business-address": {"street1": "226 LANDIS AVENUE", "city": "VINELAND", "state": "NJ", "zip": "08360", "phone": "8566917700"}, "mail-address": {"street1": "226 LANDIS AVE", "city": "VINELAND", "state": "NJ", "zip": "08360"}}
As filed with the Securities and Exchange Commission on September 3, 2004.

                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           --------------------------

                                Sun Bancorp, Inc.
                           --------------------------
             (Exact name of Registrant as specified in its charter)

           New Jersey                                           52-1382541
-------------------------------                              ----------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

                                226 Landis Avenue
                           Vineland, New Jersey 08360
           ---------------------------------------------------------
                    (Address of principal executive offices)

                Sun Bancorp, Inc. 2004 Stock-Based Incentive Plan
           ---------------------------------------------------------
                            (Full Title of the Plan)

                                  Dan A. Chila
                             Chief Financial Officer
                                226 Landis Avenue
                           Vineland, New Jersey 08360
                                 (856) 691-7700
           ---------------------------------------------------------
            (Name, address and telephone number of agent for service)

                                   Copies to:
                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                           1100 New York Avenue, N.W.
                                 Suite 340 West
                             Washington, D.C. 20005
                                 (202) 434-4660
           ---------------------------------------------------------
           (Name, address and telephone number of agent for service)

                                              CALCULATION OF REGISTRATION FEE
===================================================================================================================
       Title of                                  Proposed Maximum       Proposed Maximum
     Securities to           Amount to be            Offering          Aggregate Offering   Amount of Registration
     be Registered          Registered (1)      Price Per Share(1)          Price (1)             Fee (1)
     -------------          --------------      ------------------          ---------             -------
Common Stock
$1.00 par value             450,000 shares            $22.22               $9,999,000            $1,266.87
per share
(1)      The maximum number of shares of Common Stock issuable upon awards to be
         granted under the Sun Bancorp,  Inc. 2004 Stock- Based  Incentive  Plan
         consists  of  450,000  shares,  which are being  registered  under this
         Registration  Statement and for which a registration fee is being paid.
         Additionally, an indeterminate number of additional shares which may be
         offered and issued to prevent  dilution  resulting  from stock  splits,
         stock dividends or similar transactions.
(2)      The 450,000 shares are being  registered  based upon the average of the
         high and low prices of the Common Stock of the  Registrant  as reported
         on the Nasdaq National Market on September 1, 2004, of $22.22 per share
         for a total offering of $9,999,000.

         This Registration  Statement shall become effective  automatically upon
the date of filing,  in accordance  with Section 8(a) of the  Securities  Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *
------

Item 2.  Registrant Information and Employee Plan Annual Information. *
------

         *This  Registration  Statement  relates to the  registration of 450,000
shares of Sun Bancorp,  Inc. (the "Company" or "Registrant") common stock, $1.00
par value per share (the "Common  Stock")  issuable to  employees,  officers and
directors of the  Registrant or its subsidiary as  compensation  for services in
accordance  with the Sun Bancorp,  Inc.  2004 Stock Based  Incentive  Plan under
which  450,000  shares  are  issuable,  the  "Plan".  Documents  containing  the
information  required by Part I of this  Registration  Statement will be sent or
given to participants in the Plan as specified by Rule 428(b)(1). Such documents
are not filed with the Securities  and Exchange  Commission  (the  "Commission")
either as part of this  Registration  Statement or as prospectuses or prospectus
supplements pursuant to Rule 424, in reliance on Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
------

         The Company became  subject to the  informational  requirements  of the
Securities  Exchange  Act of 1934  (the  "1934  Act")  on  June  28,  1996  and,
accordingly,  files periodic reports and other  information with the Commission.
Reports,  proxy  statements and other  information  concerning the Company filed
with the  Commission  may be inspected and copies may be obtained (at prescribed
rates) at the  Commission's  Public  Reference  Section,  Room  1024,  450 Fifth
Street, N.W., Washington, D.C. 20549.

         The following  documents filed by the Company are  incorporated in this
Registration Statement by reference:

         (a) The Company's  Annual Report on Form 10-K for the fiscal year ended
December 31, 2003;

         (b) The Company's  Quarterly  Report on Form 10-Q for the quarter ended
March 31, 2004;

         (c) The Company's  Quarterly  Report on Form 10-Q for the quarter ended
June 30, 2004;

         (d) Current Report on Form 8-K, filed on March 22, 2004;

         (e) The Company's Form S-4, filed on April 13, 2004;

         (f) Current Report on Form 8-K, filed on April 21, 2004;

         (g) Current Report on Form 8-K, filed on April 21, 2004;

         (h) The Company's Form S-4/A, filed on April 29, 2004;

         (i) Current Report on Form 8-K, filed on June 14, 2004;

         (j) Current Report on Form 8-K, filed on July 9, 2004;

         (k) Current Report on Form 8-K, filed on July 20, 2004;

         (l) Current Report on Form 8-K, filed on July 20, 2004; and

                                        2
(m) The  description  of the  Company's  securities as contained in the
Company's  Registration  Statement on Form 8-A, as filed with the  Commission on
June 28, 1996.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14,  and  15(d)  of the  1934  Act,  prior  to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.

Item 4.  Description of Securities.
------

         Not Applicable

Item 5.  Interests of Named Experts and Counsel.
------

         Not Applicable

Item 6.  Indemnification of Directors and Officers.
------

         Section  14A:3-5 of the New Jersey  Business  Corporation Act describes
those circumstances under which directors, officers, employees and agents may be
insured  or  indemnified  against  liability  which  they  may  incur  in  their
capacities as such.

         Article VI of the Bylaws of the  Company,  require  indemnification  of
directors,  officers,  employees  or agents of the  Company  to the full  extent
permissible under New Jersey law.

         The registrant believes that these provisions assist the registrant in,
among other  things,  attracting  and retaining  qualified  persons to serve the
registrant and its subsidiary.  However, a result of such provisions could be to
increase the expenses of the  registrant and  effectively  reduce the ability of
stockholders  to sue on behalf of the registrant  because certain suits could be
barred or amounts that might  otherwise be obtained on behalf of the  registrant
could be required to be repaid by the registrant to an indemnified party.

         Under a directors' and officers' liability insurance policy,  directors
and officers of the Company are insured against certain  liabilities,  including
certain liabilities under the Securities Act of 1933.

         The Company may purchase and maintain insurance on behalf of any person
who is or was a director,  officer,  employee,  or agent of the Company or is or
was serving at the request of the Company as a director,  officer,  employee, or
agent of  another  corporation,  partnership,  joint  venture,  trust,  or other
enterprise against any liability asserted against the person and incurred by the
person in any such capacity or arising out of his status as such, whether or not
the Company would have the power to indemnify the person  against such liability
under the provisions of the Articles of Incorporation or the Bylaws.

         Additionally,  the  Company  has in force two  directors  and  officers
liability  policies for claims directly  against  directors and officers and for
claims where the Company is required to indemnify  directors and  officers.  The
first policy is  underwritten by Fidelity and Deposit Company of Maryland with a
$15.0  million  aggregate  limit of  liability  and an aggregate  deductible  of
$150,000 per loss. The second policy is underwritten  by Gulf Insurance  Company
with a $5.0  million  aggregate  limit of  liability  in excess of the first $15
million, with no additional deductible.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("1933  Act") may be permitted to  directors,  officers,  or persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification  is against  public  policy as  expressed in the 1933 Act and is
therefore unenforceable.

                                        3
Item 7.  Exemption from Registration Claimed.
------

         Not Applicable

Item 8.  Exhibits.
------

         For a  list  of  all  exhibits  filed  or  included  as  part  of  this
Registration Statement,  see "Index to Exhibits" at the end of this Registration
Statement.

Item 9.  Undertakings.
------

         (a) The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
                  being made, a  post-effective  amendment to this  Registration
                  Statement;

                  (i) To include any prospectus required by Section 10(a)(3)  of
                   the 1933 Act;

                  (ii) To reflect in the  prospectus any facts or events arising
                  after the effective date of the Registration Statement (or the
                  most   recent   post-effective   amendment   thereof)   which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  Registration
                  Statement;

                  (iii) To include any material  information with respect to the
                  plan  of   distribution   not  previously   disclosed  in  the
                  Registration   Statement  or  any  material   change  to  such
                  information in the Registration Statement;

provided however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the Registrant  pursuant to Section 13 or 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the 1933 Act,  each such  post-effective  amendment  shall be deemed to be a new
Registration  Statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any  liability  under the 1933 Act each filing of the  Registrant's
annual  report  pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d) of the 1934 Act) that is  incorporated by reference in
the Registration  Statement shall be deemed to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                        4
(c) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or given, the latest annual report,  to security holders that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the  prospectus,  to deliver,  or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is  specifically  incorporated  by reference in the  prospectus  to provide such
interim financial information.

         (d) Insofar as indemnification  for liabilities  arising under the 1933
Act may be permitted to  directors,  officers,  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against public policy as expressed in the 1933 Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the  successful  defense of any action,  suit, or  proceeding) is asserted by
such director,  officer, or controlling person in connection with the securities
being registered,  the Registrant will, unless in the opinion of its counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against  public  policy  expressed  in the 1933 Act and will be  governed by the
final adjudication of such issue.

                                        5
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Vineland in the State of New Jersey,  on the 2nd day
of September, 2004.

                                 SUN BANCORP, INC.

                                 By: /s/Thomas A. Bracken
                                        ----------------------------------------
                                        Thomas A. Bracken
                                        President and Chief Executive Officer
                                        (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the  undersigned  directors  and officers of Sun Bancorp,  Inc., do
hereby severally constitute and appoint Thomas A. Bracken as our true and lawful
attorney  and  agent,  to do any and all  things  and  acts in our  names in the
capacities  indicated below and to execute any and all instruments for us and in
our names in the  capacities  indicated  below which said Thomas A.  Bracken may
deem  necessary  or  advisable  to enable Sun  Bancorp,  Inc. to comply with the
Securities Act of 1933, as amended, and any rules,  regulations and requirements
of the Securities and Exchange  Commission in connection  with the  Registration
Statement on Form S-8 relating to the registrant,  including  specifically,  but
not limited to, power and  authority to sign,  for any of us in our names in the
capacities  indicated  below,  this  Registration  Statement  and  any  and  all
amendments (including  post-effective  amendments) thereto; and we hereby ratify
and  confirm  all that said  Thomas A.  Bracken  shall do or cause to be done by
virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the date indicated.

s/Bernard A. Brown               /s/Thomas A. Bracken
---------------------            -----------------------------------------------
Bernard A. Brown                 Thomas A. Bracken
Chairman of the Board            President, Chief Executive Officer and Director
                                 (Principal Executive Officer)

Date: August 11, 2004            Date: September 2, 2004
/s/Sidney R. Brown                  /s/Dan A. Chila
------------------------            --------------------------------------------
Sidney R. Brown                     Dan A. Chila
Vice Chairman, Treasurer            Executive Vice President and Chief Financial
and Secretary                       Officer
                                    (Principal Accounting Officer)

Date: September 2, 2004             Date: September 2, 2004

/s/Ike Brown                        /s/Jeffrey S. Brown
------------------------            --------------------------------------------
Ike Brown                           Jeffrey S. Brown
Director                            Director

Date: September 17, 2004            Date: September 2, 2004

/s/Peter Galetto, Jr.
------------------------            --------------------------------------------
Peter Galetto, Jr.                  Linwood C. Gerber
Director                            Director

Date: August 12, 2004               Date:

/s/Douglas J. Heun                  /s/Anne E. Koons
------------------------            --------------------------------------------
Douglas J. Heun                     Anne E. Koons
Director                            Director

Date: August 11, 2004               Date: September 2, 2004

                                    /s/Alfonse M. Mattia
------------------------            --------------------------------------------
Vito J. Marseglia                   Alfonse M. Mattia
Director                            Director

Date:                               Date: September 2, 2004

/s/George A. Pruitt                 /s/Anthony Russo, III
------------------------            --------------------------------------------
George A. Pruitt                    Anthony Russo, III
Director                            Director

Date:                               Date: August 11, 2004
/s/Edward H. Salmon                 /s/John D. Wallace
------------------------            --------------------------------------------
Edward H. Salmon                    John D. Wallace
Director                            Director

Date: August 11, 2004               Date: September 2, 2004

/s/Audrey S. Oswell                 /s/Charles P. Kaempffer
------------------------            --------------------------------------------
Audrey S. Oswell                    Charles P. Kaempffer
Director                            Director

Date: September 2, 2004             Date: August 13, 2004

/s/Eli Kramer                       /s/Howard M. Schoor
------------------------            --------------------------------------------
Eli Kramer                          Howard M. Schoor
Director                            Director

Date: September 2, 2004             Date: September 2, 2004
INDEX TO EXHIBITS

      Exhibit                         Description
      -------                         -----------

          4.1  Sun Bancorp, Inc. 2004 Stock-Based Incentive Plan

          4.2  Form of Stock Option Agreement to be entered into with respect to
               Stock Options under the Plan

          4.3  Form of Restricted Stock Award Agreement

          4.4  Form of Stock Award Tax Notice

          5.1  Opinion of Malizia  Spidi & Fisch,  PC as to the  validity of the
               Common Stock being registered

          23.1 Consent of Malizia  Spidi & Fisch,  PC (appears in their  opinion
               filed as Exhibit 5.1)

          23.2 Consent of Deloitte & Touche LLP

          24   Reference is made to the Signatures  section of this Registration
               Statement for the Power of Attorney contained therein