As filed with the Securities and Exchange Commission on August 1, 1997.
                                                    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
                                 (609) 691-7700
                                 --------------
                    (Address of principal executive offices)

                                Sun Bancorp, Inc.
                          Employee Stock Purchase Plan
                                     and the
                                Sun Bancorp, Inc.
                          Directors Stock Purchase Plan
                          -----------------------------
                            (Full Title of the Plans)

                               Richard Fisch, Esq.
                      Malizia, Spidi, Sloane & Fisch, P.C.
                       1301 K Street, N.W., Suite 700 East
                             Washington, D.C. 20005
                                 (202) 434-4660
                                 --------------
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE

================================================================================
Title of         Amount        Proposed Maxi-    Proposed Maxi-      Amount of
Securities to    to be         mum Offering      mum Aggregate      Registration
be Registered    Registered    Price Per Share   Offering Price(3)   Fee (3)(4)
--------------------------------------------------------------------------------
Common Stock
$1.00 par value  97,250 (1)(2)      (3)           $2,248,906           $681.42
================================================================================

(1) The  maximum  number of shares of common  stock  issuable  upon  exercise of
options  granted or to be granted  under the Sun Bancorp,  Inc.  Employee  Stock
Purchase  Plan  ("Employee  Plan")  consists of 80,000  shares,  and the maximum
number of shares of common stock issuable upon exercise of options granted or to
be granted under the Sun Bancorp, Inc. Directors Stock Purchase Plan ("Directors
Plan") consists of 17,250 shares,  which shares are being  registered under this
Registration  Statement  and for  which a  registration  fee is being  paid.  In
addition,  pursuant  to  Rule  416(c)  and  the  Securities  Act of  1933,  this
registration  statement  also  covers an  indeterminate  amount  of  participant
interests to be offered or sold  pursuant to the Employee Plan and the Directors
Plan  described  herein.
(2) Under Rule 462 of the Securities  Act of 1933, as amended ("1933 Act"),  the
Registration  Statement  on Form S-8 shall be  effective  upon  filing  with the
Commission.
<PAGE>



(3) Under Rule 457(h) of the 1933 Act, the  registration  fee may be calculated,
inter  alia,  based upon the  average of the  closing bid and ask prices as of a
specified  date  within 5 business  days of the filing in  accordance  with Rule
457(c) of the 1933 Act.  The  97,250  shares of Common  Stock  being  registered
hereby which are not  presently  subject to options are being  registered  based
upon the average of the  closing  bid and ask prices of the common  stock of Sun
Bancorp,  Inc. as reported on the NASDAQ  Small-Cap  Market on July 25, 1997, of
$23.125 per share ($2,248,906 in the aggregate).

(4) Pursuant to Rule 457(h)(2) under the 1933 Act, no additional fee is required
with respect to the interests of participants under the Plan.

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




<PAGE>
         ** THIS DOCUMENT CONSTITUTES THE PROSPECTUS COVERING SECURITIES
           THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
                                  AS AMENDED.**

PROSPECTUS
----------

                          80,000 Shares of Common Stock

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

                                SUN BANCORP, INC.
                                  COMMON STOCK
                           (Par Value $1.00 Per Share)

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

                         ISSUABLE IN CONNECTION WITH THE
                                SUN BANCORP, INC.
                          EMPLOYEE STOCK PURCHASE PLAN

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

         This Prospectus  covers 80,000 shares of common stock,  par value $1.00
per share (the "Common Stock"),  of Sun Bancorp,  Inc. (the "Company") which may
be issued from time to time by the  Company to holders of Options  granted or to
be  granted  by the  Company  to  selected  employees  of the  Company  and  any
subsidiary  of the Company  pursuant to the Sun  Bancorp,  Inc.  Employee  Stock
Purchase Plan (the "Plan") and interests of participants thereunder.  Holders of
options  granted or to be granted under the Plan (the "Options") are referred to
herein as  "Participants."  Each  offer  made  under the Plan  pursuant  to this
Prospectus is made at the price and on the terms and conditions contained in the
Authorization Form entered into between the Company and each Participant.

         This  Prospectus  is for use as of the date  hereof  and in  subsequent
years.  Information which is likely to change from year to year will be included
in appendices to this Prospectus.

         The issued and outstanding Common Stock of the Company is traded on the
Nasdaq Small-Cap Market,  under the symbol "SNBC".  Shares of Common Stock which
may be issued upon exercise of Options  granted or to be granted under the Plan,
will  also be traded on the  Nasdaq  Small-Cap  Market.  On July 25,  1997,  the
average of the  closing  bid and ask  prices of the  Common  Stock in the NASDAQ
Small-Cap Market was $23.125 per share.

--------------------------------------------------------------------------------
THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------------------------------------------------------------------

                  The date of this Prospectus is August 1, 1997


<PAGE>





         No person has been  authorized to give any  information  or to make any
representation  not contained in this  Prospectus,  and, if given or made,  such
information or representation  must not be relied upon as having been authorized
by the  Company.  This  Prospectus  does  not  constitute  an offer to sell or a
solicitation  of an offer to buy any  securities  other  than the  Common  Stock
offered by this  Prospectus or an offer to sell or a solicitation of an offer to
buy such Common Stock in any  jurisdiction  to any person to whom it is unlawful
to make such offer or solicitation in such jurisdiction. Neither the delivery of
this  Prospectus nor any sale made  hereunder  shall,  under any  circumstances,
create  any  implication  that  there has been no change in the  affairs  of the
Company  or that the  information  contained  herein is  correct  as of any time
subsequent to the date hereof.




<PAGE>



                                TABLE OF CONTENTS

                                Sun Bancorp, Inc.
                          Employee Stock Purchase Plan
<TABLE>
<CAPTION>

                                                                                                    Page
                                                                                                    ----

<S>                                                                                               <C>
General Plan Information........................................................................      1

Administration..................................................................................      1

Purpose.........................................................................................      2

Securities to be Offered........................................................................      2

Eligibility to Participate in Plan..............................................................      2

Purchases of Securities Pursuant to the Plan
and Payment for Securities Offered..............................................................      2

       Term of the Plan.........................................................................      2
       Authorization Form.......................................................................      2
       Option Price.............................................................................      3
       Limitations on the Grant of Options......................................................      3
       Option Period............................................................................      3
       Non-transferability......................................................................      3
       Payment for Options......................................................................      3
       Fees and Expenses........................................................................      4
       Issuance of Common Stock.................................................................      5

Recapitalization, Merger, Consolidation, Change in
       Control and Similar Transactions.........................................................      5

Amendment and Termination of Plan...............................................................      5

Withdrawal from Participation...................................................................      6

Voting Rights of Common Stock Purchased.........................................................      6

Cash Dividends..................................................................................      7

Restrictions on Resale..........................................................................      7

Participation by Executive Officers.............................................................      7

Federal Income Tax Consequences.................................................................      8

Reports to Participants.........................................................................      9

Additional Information..........................................................................      9

Annual Report to Shareholders...................................................................      9

Legal Opinion...................................................................................      9

Appendix A......................................................................................    A-1
  Authorization Form

</TABLE>

<PAGE>




                                Sun Bancorp, Inc.
                          Employee Stock Purchase Plan


General Plan Information
------------------------

         This Prospectus relates to 80,000 shares of the Common Stock, par value
$1.00 per share ("Common Stock"),  of Sun Bancorp,  Inc. (the "Company"),  which
will be offered upon exercise of options  granted or to be granted under the Sun
Bancorp,   Inc.   Employee   Stock  Purchase  Plan  ("Plan")  and  interests  of
participants  under the Plan.  Pursuant to the Plan,  80,000 shares are reserved
for issuance by the Company upon exercise of Options granted to employees of the
Company and any parent and subsidiary corporations.

         The  Plan  is to  continue  in  effect,  until  the  shares  authorized
hereunder have been  distributed,  unless earlier  terminated or extended by the
Company.

         The Plan will not be  qualified  under  Section  401(a) of the Internal
Revenue Code of 1986, as amended  ("Code") and it is exempt from the  provisions
of the Employee Retirement Income Security Act of 1974, as amended.

         The statements  herein  concerning the terms and provisions of the Plan
are  summaries  and do not  purport  to be  complete.  All such  statements  are
qualified  in their  entirety by reference to the full text of the Plan as filed
as Exhibit 4.1 to the Registration Statement of which this Prospectus is a part.

         Additional  updating and other information with respect to the Plan and
the Common  Stock  offered  hereby may be  provided  in the future to holders of
Options  by  means of one or more  supplements  to this  Prospectus.  Additional
information about the Plan, plan  administration and the Company may be obtained
at the  Company's  principal  offices,  which are located at 226 Landis  Avenue,
Vineland, New Jersey 08360. Its telephone number is (609) 691-7700.

Administration

         The Company will serve as the Plan Administrator ("Plan Administrator")
to  administer  the Plan and make  purchases  of  Common  Stock as agent for the
Participants.  The Board of Directors of the Company  ("Board of Directors") has
the  authority  to make changes in the Plan and to appoint or to remove the Plan
Administrator,  at any time.  Until  changed by further  notice,  any notices or
communications  to the  Plan  should  be  directed  to the  Plan  Administrator,
Employee Stock Purchase Plan, c/o Human Resources Department, Sun Bancorp, Inc.,
226 Landis Avenue, Vineland, New Jersey 08360.

         If  an  employee   decides  to   participate  in  the  Plan,  the  Plan
Administrator  will keep a continuous  record of his/her  participation and send
him/her a statement of his/her account under the Plan for each calendar month in
which a purchase of Common Stock under  his/her Plan  account  occurs.  The Plan
Administrator  will also hold and act as custodian of shares purchased under the
Plan.  Certificates for shares purchased under the Plan will be held by the Plan
Administrator.  The number of shares credited to a  Participant's  account under
the Plan will be shown on his/her  statement of account.  However,  certificates
for whole  shares  credited to a  Participant's  account  under the Plan will be
issued to him/her

                                        1

<PAGE>



upon his/her written request to the Plan Administrator, at the address set forth
above. Certificates for fractional share interests will not be issued.

         The Plan  Administrator  reserves the right to interpret the provisions
of the Plan. The Plan  Administrator may establish such procedures and make such
other  provisions for the  administration  and operation of the Plan as it deems
appropriate to give effect to the Plan's  purpose.  The Plan  Administrator  may
rely on the authority and correctness of written instructions  received from the
Company and Participants in administering the Plan.

Purpose

         The Plan offers a convenient  and  economical  way for its employees to
commence or to increase their  ownership of shares of the Common Stock.  Once an
employee is enrolled as a Participant in the Plan,  payroll  deductions  will be
made and such funds will be used to purchase Common Stock under the terms of the
Plan.  Participation in the Plan is strictly voluntary by the employee,  and the
employee will pay 95% of the purchase price of the Common Stock  purchased under
the Plan. The Participant  pays no brokerage  commissions or service charges for
purchases made under the Plan. Any such charges will be paid by the Company.

Securities to be Offered

         The aggregate  number of shares of the Common Stock which may be issued
pursuant to Options  granted or to be granted under the Plan are 80,000  shares,
subject to certain  adjustments  for  changes in the  capital  structure  of the
Company,  as described  below.  See  "Recapitalization,  Merger,  Consolidation,
Change in Control and Similar Transactions".

Eligibility to Participate in Plan

         As of August 1, 1997,  the effective date of the Plan, all employees of
the Company and its subsidiaries that, along with the Company,  is a member of a
controlled  group of  corporations  (as defined in section  1563 of the Internal
Revenue Code of 1986, as amended (the  "Code")),  are eligible to participate in
the Plan.

         An eligible  employee may join the Plan by completing the Authorization
Form  provided  by  the  Plan   Administrator  and  returning  it  to  the  Plan
Administrator.  Authorization  Forms will be furnished to eligible  employees at
any time upon request to the Company.  An eligible employee may join the Plan at
any time to become effective as of the first full payroll period of any calendar
quarter after the employee's  request is received by the Plan Administrator (the
"Enrollment Date").

Purchases of Securities Pursuant to the Plan and Payment for Securities Offered

         Term of the Plan.  The Plan  became  effective  on August 1, 1997,  and
unless previously terminated,  the Plan shall continue in effect until the total
of 80,000 shares of Common Stock  reserved for issuance under the Plan have been
purchased, after which time no further awards may be granted.

         Authorization  Forms.  The Options granted under the Plan are evidenced
by the Authorization Form (the "Authorization  Form") as contained at Appendix A
and as  filed  as  Exhibit  4.2 to the  Registration  Statement  of  which  this
Prospectus is a part.

                                        2

<PAGE>




         Option  Price.  A  Participant  shall be granted an option to  purchase
Common Stock as of the last business day of each calendar  month  ("Option Grant
Date") at an option exercise price equal to 95% of the average purchase price of
the Common Stock purchased during the Investment  Period  immediately  following
the Option  Grant  Date.  Any  fraction of a cent will be rounded to the nearest
cent. Options granted hereunder shall be nontransferable.

         Limitations  on Grant of Options.  No  Participant  shall be granted an
Option  under the Plan which  permits his or her rights to purchase  stock under
all employee stock purchase plans (as defined in Section 423 of the Code) of the
Company  and any parent or  subsidiary  of the Company to accrue at a rate which
exceeds  $25,000 of Fair Market Value of such stock  (determined  at the time of
the  grant of such  Option)  for each  calendar  year in which  such  Option  is
outstanding  at any time.  No  Participant  shall be granted an Option under the
Plan if,  immediately  after the Option was granted,  the Participant  would own
stock  possessing  five  percent or more of the total  combined  voting power or
value of all classes of stock of the Company or of any parent or  Subsidiary  of
the Company.  For purposes of this  Section,  stock  ownership of an  individual
shall be  determined  under  the rules of  Section  424(d) of the Code and stock
which the Participant may purchase under outstanding options shall be treated as
stock owned by the Participant.

         Option Period. The decision by a Participant to participate in the Plan
and to  exercise  an Option  to  purchase  stock  during  subsequent  Investment
Periods,  or to suspend payroll deduction and not to exercise such options,  may
be changed by a  Participant  to be effective as of the first full pay period of
the next calendar quarter (i.e., January 1, April 1, July 1 and October 1).

         Non-transferability.  No Option may be transferred,  assigned, pledged,
or hypothecated (whether by operation of law or otherwise),  and no Option shall
be  subject  to  execution,   attachment  or  similar  process.   Any  attempted
assignment,  transfer, pledge,  hypothecation or other disposition of an Option,
or levy of  attachment  or similar  process  upon the  Option  not  specifically
permitted herein shall be null and void and without effect.

         Payment for Options.  The Authorization Form directs the Company to pay
to the Plan  Administrator the amount withheld from the  Participant's  paycheck
through regular payroll deductions. The Authorization Form also directs the Plan
Administrator  to use these  payments for the purchase of shares of Common Stock
of the Company in the  open-market,  or directly  from the Company.  Participant
contributions to the Plan may only be made through payroll deduction.

         After an Authorization Form has been received by the Plan Administrator
and the  authority  for the payroll  deductions  has been noted on the Company's
payroll  records,  the Company will withhold from a  Participant's  paycheck the
amount  authorized by the  Participant.  Such withholding will be made from each
paycheck  beginning  with the first full pay  period on or after the  Enrollment
Date. The amounts withheld from all  Participants'  paychecks will be pooled and
forwarded  to the Plan  Administrator  to buy  shares  of  Common  Stock for the
accounts of all  Participants  under the Plan not less than monthly prior to the
next "Investment  Period". The "Investment Period" shall consist of the calendar
month  following each receipt of funds by the Plan  Administrator,  during which
such  funds  are  invested  by the Plan  Administrator  in  Common  Stock of the
Company. To the extent  administratively  feasible, such funds shall be invested
on the first  business day of each  Investment  Period,  or as soon as practical
thereafter. No interest will be paid by the Company or the Plan Administrator on
amounts held on behalf of a Participant awaiting investment.


                                        3

<PAGE>



         The payroll  deduction  authorizations  are effective for an indefinite
period of time,  until revoked by the Participant upon timely notice to the Plan
Administrator,  until the total shares purchased under the Plan equals the total
shares of Common Stock  authorized  under the Plan or the Plan is  terminated by
the  Company,  whichever  is  earlier.  The  Participant  will  specify  on  the
Authorization Form the amount to be withheld from each paycheck.  Deductions may
be authorized  in even  multiples of $5.00 from a minimum of $10.00 to a maximum
of $985 for each  Company  payroll  period (not to exceed  $23,750 per  calendar
year);  provided  further that such amounts are subject to reduction so that the
aggregate  sum of such  deductions  for each  Participant  plus  cash  dividends
credited  to each  Participant's  account  shall not exceed the  limitations  of
$25,000 per year of stock  purchases under the Plan. No interest will be paid on
payroll deduction amounts awaiting investment.

         The  amount  of a  Participant's  payroll  deductions  can be  revised,
changed or terminated by the Participant at any time by timely written notice to
the Plan Administrator. An Authorization Form should be used for these purposes.
Commencement, revision, or termination of deductions will become effective as of
the first full payroll cycle commencing  following each January 1, April 1, July
1  or  October  1  after  an   employee's   request  is  received  by  the  Plan
Administrator.

         During each Investment Period,  accumulated payroll deductions from all
Participants  will be pooled and used to purchase  shares of Common Stock in the
open-market,  or otherwise,  for the accounts of the  Participants.  The Company
shall  transmit  sufficient  funds  to the Plan  Administrator  in  addition  to
accumulated  payroll  deductions  necessary to permit the Plan  Administrator to
purchase  Common  Stock  during each  Investment  Period  without  regard to any
purchase  price  discounts in accordance  with the Plan.  The maximum  number of
whole shares will be purchased.  Any payroll deductions remaining after purchase
of such  maximum  number of whole  shares  will be  retained  and applied to the
purchase of shares during the next Investment Period. Each Participant's account
will be credited with his/her pro rata share  (computed to four decimal  places)
of the shares  purchased and any additional  payroll  deductions which have been
accumulated.  The number of shares credited to each  Participant's  account will
depend upon the amount of the  Participant's  payroll  deductions and the option
exercise price as determined as provided under the heading "Option Price."

         The Company and the Plan  Administrator in administering  the Plan will
not be liable for any act done in good faith or for the good faith  omission  to
act,  including,  without  limitation,  any claim of  liability  arising  out of
failure to terminate a Participant's  account upon such  Participant's  death or
judicially  declared  incompetency prior to receipt by the Plan Administrator of
timely  notice in writing of such death or  incompetency  or with respect to the
prices at which shares are  purchased  for the  Participant's  account,  and the
times when such  purchases are made, or with respect to any loss or  fluctuation
in the market value after purchase of shares of Common Stock.

         A  Participant's  investment in shares  acquired  under the Plan is not
different  from  direct  investment  in shares of Common  Stock of the  Company,
except to the extent that the  purchase  price of such Common  Stock paid by the
Participant  shall be equal to 95% of the actual  purchase  price of such Common
Stock by the Plan  Administrator  and that an investment  election decision will
not be effective until the first of the next calendar  quarter.  The Participant
bears the risk of loss and  realizes  the benefits of any gain from market price
changes  with  respect to all such shares of Common Stock held by him/her in the
Plan, or otherwise.

         Fees and Expenses.  Participants will incur no brokerage commissions or
service  charges  for  purchases  of Common  Stock made under the Plan.  Certain
charges as described under the heading

                                        4

<PAGE>



"Withdrawal"  may be incurred upon a  Participant's  withdrawal from the Plan or
upon  termination of the Plan. The Plan  Administrator  may deduct expenses from
the Plan to the extent  that such  expenses  have not been paid  directly by the
Company;  provided  that not less than 15 days written  notice of such intent to
make such deductions is furnished to the Company.

         Issuance of Common Stock.  Shares issued to Participants  upon exercise
of  Options  shall be  either  newly  issued  shares  of the  Company  or shares
purchased in the open market, at the Company's  discretion.  In either case, the
participant shall not pay any fees, commissions or other charges for such Common
Stock other than the exercise price in accordance  with the Plan.  Cash proceeds
from the sale of Common Stock newly  issued  pursuant to the exercise of Options
will be  added  to the  general  funds of the  Company  to be used  for  general
corporate  purposes.  Shares of Common Stock shall not be issued with respect to
any Option  granted  under the Plan  unless the  issuance  and  delivery of such
Common  Stock  shall  comply with all  relevant  provisions  of law,  including,
without  limitation,  the  Securities  Act of 1933,  as  amended,  the rules and
regulations promulgated thereunder, any applicable state securities law, and the
requirements  of any stock  exchange  upon  which the  Common  Stock may then be
listed.

         Inability of the Company to obtain approval from any regulatory body or
authority  deemed by the  Company or counsel  thereto  to be  necessary  for the
lawful issuance and sale of any Common Stock hereunder shall relieve the Company
of any liability with respect to the  non-issuance or sale of such Common Stock.
As a condition to the exercise of an Option,  the Company may require the person
exercising  the Option to make such  representations  and  warranties  as may be
necessary  to  assure  the  availability  of an  exemption  from any  additional
registration requirements of federal or state securities laws.

Recapitalization,   Merger,   Consolidation,   Change  in  Control  and  Similar
Transactions

         Subject to any required action by the shareholders of the Company,  the
aggregate  number of shares of Common  Stock for which  Options  may be  granted
under the Plan, the number of shares of Common Stock covered by each outstanding
Option,  and the  exercise  price per share of Common Stock of each Option shall
all be  proportionately  adjusted  for any increase or decrease in the number of
issued and  outstanding  shares of Common Stock  resulting from a subdivision or
consolidation  of shares or the payment of a stock  dividend on the Common Stock
or any other  increase or decrease in the number of such shares of Common  Stock
effected without a receipt of consideration by the Company.

         Upon the dissolution or liquidation of the Company, or upon a merger or
consolidation  of  the  Company  in  which  the  Company  is not  the  surviving
corporation, each Option granted hereunder shall expire as of the effective date
of such transaction.

Amendment and Termination of Plan

         Although  the  Company  intends  to  continue  the Plan until the total
number of  shares  authorized  under  the Plan  shall  have  been  purchased  by
Participants, the Company reserves the right to suspend, modify or terminate the
Plan at any time. Any such  suspension,  modification  or termination  shall not
affect a Participant's right to receive shares of Common Stock already purchased
for him/her  (except  that the Company may take any action  necessary  to comply
with applicable law). Upon the termination of the Plan, the Company shall return
to  Participants  any  uninvested  accumulated  payroll  deductions  as  soon as
practicable.


                                        5

<PAGE>



Withdrawal from Participation

         A Participant may withdraw from the Plan at any time to be effective as
of the first day of any calendar quarter (January 1, April 1, July 1 and October
1). Upon  termination of employment  with the Company,  participation  under the
Plan shall immediately cease and no unexercised options to purchase Common Stock
under the Plan shall be deemed  exercisable.  Termination  of  employment  shall
include termination as a result of death or disability of the Participant.

         To  withdraw  from  the  Plan,  a  Participant  must  notify  the  Plan
Administrator  in  writing  of his/her  withdrawal.  In the event a  Participant
withdraws,  or in the event of the  termination  of the Plan,  certificates  for
whole  shares  credited to the account of the  withdrawing  Participant,  or all
Participants  in the case of a termination of the Plan, will be delivered by the
Plan  Administrator  and a cash  payment  will be made for the sale price  (less
brokerage  commission  and  transfer  taxes,  if  any) of any  fractional  share
interests and any additional payroll  deductions  credited to the account of the
withdrawing Participant, or all Participants in the case of a termination of the
Plan. The Plan  Administrator may establish such equitable  arrangements for the
sale  of  fractional  share  interests  as  it  shall  deem  appropriate.  As an
alternative  to receiving  certificates  for whole  shares,  a  Participant  may
request the Plan  Administrator to sell such shares to be distributed  under the
Plan. The proceeds from the sale of such shares, less any brokerage  commissions
and  any  transfer  taxes,  will  be  remitted  to  the  Participant.  The  Plan
Administrator  may  accumulate  requests to sell Common Stock under the Plan and
sale transactions,  if necessary, will occur in the subsequent Investment Period
from  which  they  are  received,  as  determined  by  the  Plan  Administrator.
Alternatively,  Common Stock  directed for sale during an  Investment  Period in
which there is also a request to purchase  Common Stock  during such  Investment
Period  may be  matched  by the  Plan  Administrator  for  the  benefit  of Plan
Participants  (both  sellers and  purchasers)  without the need to execute  such
transaction  on the  national  securities  exchange in which such  Common  Stock
trades. The trade price on such matched transactions will be deemed to equal the
average purchase price paid by the Plan Administrator for all other Common Stock
purchased  by the Plan  Administrator  under  the Plan  during  that  Investment
Period.

         If a request by a Participant  to withdraw from the Plan is received by
the Plan  Administrator  prior to the first  day of any  calendar  quarter,  the
amount of the  payroll  deductions  scheduled  to be  invested  during  the next
Investment  Period  will not be so  invested.  In either  event,  no  subsequent
payroll  deductions will be made from the paychecks of the  Participant,  unless
he/she completes a new Authorization Form providing for such deductions.

         Notwithstanding  the  foregoing,  upon  written  request  to  the  Plan
Administrator,  a Participant may request the  distribution of shares held under
the Plan in stock  certificates  of not less  than 100 share  increments  at any
time. Alternatively, a Participant may request that such distribution be made in
the form of cash,  in  which  case  such  distribution  of cash  will be made in
accordance with the procedures  noted above,  with the proceeds from the sale of
such shares,  less any brokerage  commissions and any taxes,  if applicable,  as
noted above. Such distribution of Plan shares shall not be deemed a "Withdrawal"
under the Plan.

Voting Rights of Common Stock Purchased

         Each   Participant   will  have  the   authority  to  direct  the  Plan
Administrator  in the manner of voting the number of whole shares and fractional
shares of Common  Stock held in his/her  account.  The  Company  will pay for or
reimburse the Plan Administrator for the expenses associated with solicitation

                                        6

<PAGE>



of voting proxies and  distribution of related  materials  performed by the Plan
Administrator.  The aggregate number of remaining shares representing shares for
which no Participant  voting  instructions are received in a timely manner shall
not be voted by the Plan Administrator.

Cash Dividends

         Cash dividends paid on shares credited to a Participant's  account will
be retained in the Participant's account and invested in Common Stock as soon as
practicable  following the dividend  payment date.  Dividend  amounts payable to
Participants will be rounded to the nearest whole cent in the case of fractional
share  interests.  Receipt  of cash  dividends  under  the Plan  shall be deemed
taxable income. See "Federal Income Tax Consequences."

Restrictions on Resale

         Unless  specifically  included as a term and  condition  of any Option,
there are no restrictions on the resale of Common Stock acquired under the Plan.
Such shares of Common Stock,  however, may be resold only in compliance with the
registration  requirements  of the Securities Act of 1933, as amended (the "1933
Act"), and applicable state securities laws.

         Under the 1933 Act,  affiliates  of the  Company  generally  may resell
shares of Common  Stock  purchased  pursuant to the Plan only (i) in  accordance
with the  provisions  of Rule 144  under the 1933 Act,  or (ii)  pursuant  to an
applicable  current and  effective  registration  statement  under the 1933 Act,
including Form S-1 or Form S-18, but not Form S-8.

         As defined in Rule 405 under the 1933 Act, an  affiliate of the Company
is a person who  directly,  or  indirectly  through one or more  intermediaries,
controls,  or is controlled by, or is under common control with the Company. The
determination  of whether a person is an affiliate of the Company is primarily a
factual  one  based  upon  whether  he   possesses,   directly  or   indirectly,
individually  or in  concert  with  others,  the  power to  direct  or cause the
direction  of the  management  or policies of the Company,  whether  through the
ownership of voting stock, by executive position, by membership on the Board, by
contract or otherwise.  Therefore,  each Participant  should consult his counsel
concerning  whether  he is  an  affiliate  of  the  Company  and  the  attendant
restrictions on the resale under the 1933 Act of Common Stock acquired  pursuant
to the Plan.

Participation by Executive Officers.

         Participants  under  the  Plan  who are  deemed  to be  subject  to the
reporting and liability  provisions of Section 16 of the Securities and Exchange
Act of 1934 ("1934 Act") and the rules and  regulations  promulgated  thereunder
("Executive Officers") shall be subject to the following additional provisions:

         a.   Common Stock  purchased under the Plan shall be held for a minimum
              of six-months following the date of such purchase under the Plan.

         b.   Such  Participants  who suspend payroll  deductions under the Plan
              may not commence future  participation under the Plan for at least
              six-months from the date of such cessation of participation.


                                        7

<PAGE>



         Such  additional  limitations  related to  participation  by  Executive
Officers of the Company  shall not be effective  with  respect to  distributions
made  in  connection  with  death,  retirement,  disability  or  termination  of
employment.  Transactions  of Common Stock under the Plan shall be reportable by
Executive Officers of the Company on Form 3, 4 or 5.

Federal Income Tax Consequences

         Under present federal income tax laws,  awards under the Plan will have
the following consequences:

            (1)The grant of an Option to purchase  stock under the Plan will not
         by  itself,  result  in  the  recognition  of  taxable  income  to  the
         Participant  or entitle the Company to a deduction  at the time of such
         grant.

            (2) The exercise of an Option generally will not, by itself,  result
         in the  recognition of taxable income to the Participant or entitle the
         Company to a deduction at the time of such exercise.  Provided that the
         Participant  held such shares  received under the Plan for at least one
         year after  acquisition  of the shares or two years  after the grant of
         the Option,  whichever is later, the Participant will recognize taxable
         income upon sale of such Common Stock as follows:

                    a)      with  respect  to  the  5%  purchase  discount,  the
                            difference   between   the   amount   paid   by  the
                            Participant   for  such  Common  Stock  (the  option
                            exercise  price) and the Plan purchase  price of the
                            Common Stock will be taxable as ordinary income upon
                            the sale of the Common Stock;

                    b)      the Participant will recognize capital gain upon the
                            sale of the Common Stock  received upon the exercise
                            of Options to purchase such stock under the Plan, to
                            the extent that the sale price of such Common  Stock
                            exceeds  the  Plan  purchase  price  of such  Common
                            Stock;

                    c)      if the sale price of such Common  Stock is below the
                            Plan  purchase  price  of  such  Common  Stock,  the
                            Participant shall recognize a long-term capital loss
                            upon the sale of such Common Stock.

            (3)The  sale of the Common  Stock  acquired  within two years of the
         Date of Grant of such Option or one year of such acquisition, whichever
         is later,  will result in the  recognition  of  ordinary  income by the
         Participant  on the date of sale in an amount  equal to the  difference
         between  the  exercise  price of such Option  (i.e.,  95% of the market
         price of the stock  purchased)  and the sale  proceeds  of such  Common
         Stock.

            (4)Receipt  of cash  dividends  on stock  held  under  the Plan will
         result  in  taxable  income  to the  Participant  in the year  received
         without regard to the  reinvestment  of such dividends for the purchase
         of additional Common Stock under the Plan.

         The  foregoing  provides a general  summary of the  federal  income tax
consequences  applicable to  participation  under the Plan. Each  Participant is
urged to consult his or her own tax advisor for  information  regarding  federal
and state tax consequences applicable to them.


                                        8

<PAGE>



Reports to Participants

         Each  Participant  will receive a statement of his/her account not less
than four times per year.  Upon written  request,  a Participant  may receive an
account statement for each calendar month in which he/she purchases Common Stock
under  the  Plan.  Participants  will also  receive  communications  sent by the
Company to other stockholders,  including the Annual Report of the Company,  and
its Notice of Annual  Meeting and Proxy  Statement.  Participants  will  receive
information  necessary for reporting  income  realized by them under the Plan to
the  Internal  Revenue  Service.  Any  person  wishing to receive a copy of such
Annual  Report may obtain a copy by writing the Company at the address set forth
below under "Additional Information."

Additional Information

         Additional  updating  information  with respect to the Common Stock and
the Plan covered herein may be provided in the future to participants  under the
Plan by means of appendices to this Prospectus.  The nature and frequency of any
reports to be made to participants as to their participation in the Plan will be
determined by the Plan Administrator and the Company.

         The Company upon written or oral request, will provide,  without charge
to  participants,  a copy of its  latest  Annual  Report to  Stockholders  (when
available)  and a  copy  of  any  and  all  of  the  documents  that  have  been
incorporated by reference in Item 3 of Part II of the Registration  Statement of
which this Prospectus is a part, and that such documents are deemed incorporated
by reference in this 1933 Act Section 10(a) Prospectus. Further, other documents
required to be delivered to Plan  participants as specified in Item 9 of Part II
of the Registration  statement are available upon request.  Any such request can
be oral or in writing and should be addressed to the  Corporate  Secretary,  226
Landis  Avenue,  Vineland,  New  Jersey  08360.  Its  telephone  number is (609)
691-7700.

Annual Report to Shareholders

         The Company's  financial  statements  for the period ended December 31,
1996, as contained in the Company's Form 10-K are  incorporated  by reference in
the  Registration  Statement to which this  Prospectus is a part. In the future,
the  Company's  latest  Annual  Report  to  Stockholders,   including  financial
statements,  will be  mailed  to all  stockholders  of record as of the close of
business on such record date. Any person wishing to receive a copy of the Annual
Report to  Stockholders  may obtain a copy by writing the Company at the address
set forth below under "Additional Information."

Legal Opinion

         The validity of the Common Stock offered hereby will be passed upon for
the Company by Malizia,  Spidi, Sloane & Fisch, P.C., 1301 K Street, N.W., Suite
700 East, Washington, D.C. 20005.



                                        9

<PAGE>



                                   APPENDIX A


                                Sun Bancorp, Inc.
                          Employee Stock Purchase Plan
                      Payroll Deduction Authorization Form
                      ------------------------------------

A.  |_|  I hereby  authorize Sun Bancorp,  Inc. to deduct  $_____________  from
          each paycheck (minimum of $10, in increments of $5, not to exceed $985
          per   paycheck)   beginning   on   ____________   (or   as   soon   as
          administratively  feasible) and continuing  thereafter until otherwise
          notified.  Such  amounts  shall be paid  monthly  on my  behalf to Sun
          Bancorp,  Inc.  as the Plan  Administrator  of the Sun  Bancorp,  Inc.
          Employee  Stock Purchase Plan (the "Plan") at the address noted below,
          for the exercise of options to purchase Sun Bancorp, Inc. Common Stock
          in the  open-market  or directly  from the Company for my Plan account
          maintained by the Plan  Administrator  in accordance with the terms of
          the Plan.  Such Options to purchase  Common Stock under the Plan shall
          be deemed  exercised by me, unless I shall deliver  written  notice to
          the Plan Administrator not less than 5 days before the next January 1,
          April 1, July 1 or October 1,  whichever  is earlier,  not to exercise
          such Options on my behalf.

B.  |_|  I hereby request the delivery of _____ shares of Common Stock  held  in
         my account under the Plan.

C.  |_|  I hereby request that _____ shares of Common Stock held in may  account
         under the Plan be distributed to me in the  form of  cash  as  provided
         under the Plan.

D.  |_|  I hereby request that my participation under the Plan cease as  soon as
         administratively feasible.

E.  |_|  I hereby waive participation in the Plan at this time.


                                       A-1

<PAGE>




              I understand that all such transactions by the Plan  Administrator
              on my  behalf  shall  be made  subject  to the  Plan's  terms  and
              conditions.  I understand that I can terminate this  authorization
              for  payroll  deduction  at any time  with  not  less  than 5 days
              written  notice  prior to the next  January 1, July 1, April 1, or
              October 1, to the Plan  Administrator  at the address noted below.
              Further, I hereby acknowledge  receipt of a copy of the Prospectus
              related to  participation  under the Plan and  understand  that my
              election to participate in this Plan is completely voluntary on my
              part.


                   -------------------------------------------
                   Employee, Legal Name (Please print or type)



                   -------------------------------------------
                   Employee Signature Date



                   -------------------------------------------
                   Employee Social Security Number


Signed forms should be delivered to:

         Plan Administrator,
         Sun Bancorp, Inc.
         Employee Stock Purchase Plan,
         c/o  Human Resources Department,
         Sun Bancorp, Inc.
         226 Landis Avenue
         Vineland, New Jersey  08360


================================================================================

Plan Administrator:
-------------------            ---------------------------------------------

Payroll deductions to begin:
----------------------------   ---------------------------------------------


                                       A-2

<PAGE>



         ** THIS DOCUMENT CONSTITUTES THE PROSPECTUS COVERING SECURITIES
           THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
                                  AS AMENDED.**

PROSPECTUS
----------

                          17,250 Shares of Common Stock

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

                                SUN BANCORP, INC.
                                  COMMON STOCK
                           (Par Value $1.00 Per Share)

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

                         ISSUABLE IN CONNECTION WITH THE
                                SUN BANCORP, INC.
                          DIRECTORS STOCK PURCHASE PLAN

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


         This Prospectus  covers 17,250 shares of common stock,  par value $1.00
per share (the "Common Stock"),  of Sun Bancorp,  Inc. (the "Company") which may
be issued from time to time by the  Company to holders of Options  granted or to
be granted by the Company to directors and advisory directors of the Company and
any subsidiary of the Company pursuant to the Sun Bancorp,  Inc. Directors Stock
Purchase Plan (the "Plan") and interests of participants thereunder.  Holders of
options  granted or to be granted under the Plan (the "Options") are referred to
herein as  "Participants."  Each  offer  made  under the Plan  pursuant  to this
Prospectus is made at the price and on the terms and conditions contained in the
Authorization Form entered into between the Company and each Participant.

         This  Prospectus  is for use as of the date  hereof  and in  subsequent
years.  Information which is likely to change from year to year will be included
in appendices to this Prospectus.

         The issued and outstanding Common Stock of the Company is traded on the
Nasdaq Small-Cap Market,  under the symbol "SNBC".  Shares of Common Stock which
may be issued upon exercise of Options  granted or to be granted under the Plan,
will  also be traded on the  Nasdaq  Small-Cap  Market.  On July 25,  1997,  the
average of the  closing  bid and ask  prices of the  Common  Stock in the NASDAQ
Small-Cap Market was $23.125 per share.


--------------------------------------------------------------------------------
THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------------------------------------------------------------------

                  The date of this Prospectus is August 1, 1997


<PAGE>





         No person has been  authorized to give any  information  or to make any
representation  not contained in this  Prospectus,  and, if given or made,  such
information or representation  must not be relied upon as having been authorized
by the  Company.  This  Prospectus  does  not  constitute  an offer to sell or a
solicitation  of an offer to buy any  securities  other  than the  Common  Stock
offered by this  Prospectus or an offer to sell or a solicitation of an offer to
buy such Common Stock in any  jurisdiction  to any person to whom it is unlawful
to make such offer or solicitation in such jurisdiction. Neither the delivery of
this  Prospectus nor any sale made  hereunder  shall,  under any  circumstances,
create  any  implication  that  there has been no change in the  affairs  of the
Company  or that the  information  contained  herein is  correct  as of any time
subsequent to the date hereof.




<PAGE>
                                TABLE OF CONTENTS

                                Sun Bancorp, Inc.
                          Directors Stock Purchase Plan
<TABLE>
<CAPTION>

                                                                                                    Page
                                                                                                    ----

<S>                                                                                               <C>
General Plan Information........................................................................      1

Administration..................................................................................      1

Purpose.........................................................................................      2

Securities to be Offered........................................................................      2

Eligibility to Participate in Plan..............................................................      2

Purchases of Securities Pursuant to the Plan
and Payment for Securities Offered..............................................................      2

       Term of the Plan.........................................................................      2
       Authorization Form.......................................................................      2
       Option Price.............................................................................      3
       Limitations on the Grant of Options......................................................      3
       Option Period............................................................................      3
       Non-transferability......................................................................      3
       Payment for Options......................................................................      3
       Fees and Expenses........................................................................      4
       Issuance of Common Stock.................................................................      4

Recapitalization, Merger, Consolidation, Change in
       Control and Similar Transactions.........................................................      5

Amendment and Termination of Plan...............................................................      5

Withdrawal from Participation...................................................................      5

Voting Rights of Common Stock Purchased.........................................................      6

Cash Dividends..................................................................................      6

Restrictions on Resale..........................................................................      7

Limitations on Participation ...................................................................      7

Federal Income Tax Consequences.................................................................      7

Reports to Participants.........................................................................      8

Additional Information..........................................................................      8

Annual Report to Shareholders...................................................................      9

Legal Opinion...................................................................................      9

Appendix A......................................................................................    A-1
  Authorization Form

</TABLE>

<PAGE>
                                Sun Bancorp, Inc.
                          Directors Stock Purchase Plan


General Plan Information
------------------------

         This Prospectus relates to 17,250 shares of the Common Stock, par value
$1.00 per share ("Common Stock"),  of Sun Bancorp,  Inc. (the "Company"),  which
will be offered upon exercise of options  granted or to be granted under the Sun
Bancorp,   Inc.   Directors  Stock  Purchase  Plan  ("Plan")  and  interests  of
participants  under the Plan.  Pursuant to the Plan,  17,250 shares are reserved
for issuance by the Company upon  exercise of Options  granted to directors  and
advisory directors of the Company and any parent and subsidiary corporations.

         The  Plan  is to  continue  in  effect,  until  the  shares  authorized
hereunder have been  distributed,  unless earlier  terminated or extended by the
Company.

         The Plan will not be  qualified  under  Section  401(a) of the Internal
Revenue Code of 1986, as amended  ("Code") and it is exempt from the  provisions
of the Employee Retirement Income Security Act of 1974, as amended.

         The statements  herein  concerning the terms and provisions of the Plan
are  summaries  and do not  purport  to be  complete.  All such  statements  are
qualified  in their  entirety by reference to the full text of the Plan as filed
as Exhibit 4.3 to the Registration Statement of which this Prospectus is a part.

         Additional  updating and other information with respect to the Plan and
the Common  Stock  offered  hereby may be  provided  in the future to holders of
Options  by  means of one or more  supplements  to this  Prospectus.  Additional
information about the Plan, plan  administration and the Company may be obtained
at the  Company's  principal  offices,  which are located at 226 Landis  Avenue,
Vineland, New Jersey 08360. Its telephone number is (609) 691-7700.

Administration

         The Company will serve as the Plan Administrator ("Plan Administrator")
to  administer  the Plan and make  purchases  of  Common  Stock as agent for the
Participants.  The Board of Directors of the Company  ("Board of Directors") has
the  authority  to make changes in the Plan and to appoint or to remove the Plan
Administrator,  at any time.  Until  changed by further  notice,  any notices or
communications  to the  Plan  should  be  directed  to the  Plan  Administrator,
Directors  Stock  Purchase Plan, c/o Human  Resources  Department,  Sun Bancorp,
Inc., 226 Landis Avenue, Vineland, New Jersey 08360.

         The  Plan   Administrator   will  keep  a  continuous  record  of  each
participant's  participation  and send  him/her a statement  of his/her  account
under the Plan for each calendar month in which a purchase of Common Stock under
his/her Plan account occurs.  The Plan  Administrator  will also hold and act as
custodian of shares purchased under the Plan.  Certificates for shares purchased
under  the Plan  will be held by the Plan  Administrator.  The  number of shares
credited  to a  Participant's  account  under the Plan will be shown on  his/her
statement  of account.  However,  certificates  for whole  shares  credited to a
Participant's  account  under the Plan will be issued to  him/her  upon  his/her
written  request to the Plan  Administrator,  at the  address  set forth  above.
Certificates for fractional share interests will not be issued.

                                        1

<PAGE>




         The Plan  Administrator  reserves the right to interpret the provisions
of the Plan. The Plan  Administrator may establish such procedures and make such
other  provisions for the  administration  and operation of the Plan as it deems
appropriate to give effect to the Plan's  purpose.  The Plan  Administrator  may
rely on the authority and correctness of written instructions  received from the
Company and Participants in administering the Plan.

Purpose

         The Plan offers a convenient  and  economical way for its directors and
advisory  directors to increase  their  ownership of shares of the Common Stock.
Once a director or advisory  director  of the  Company or Sun  National  Bank is
enrolled as a Participant in the Plan,  contributions  of up to $2,000 per month
may be made to the Plan and such funds  will be used to  purchase  Common  Stock
under the terms of the Plan.  Participation  in the Plan is strictly  voluntary,
and the  Participant  will pay 95% of the  purchase  price of the  Common  Stock
purchased  under the Plan.  The  Participant  pays no brokerage  commissions  or
service charges for purchases made under the Plan. Any such charges will be paid
by the Company.

Securities to be Offered

         The aggregate  number of shares of the Common Stock which may be issued
pursuant to Options  granted or to be granted under the Plan are 17,250  shares,
subject to certain  adjustments  for  changes in the  capital  structure  of the
Company,  as described  below.  See  "Recapitalization,  Merger,  Consolidation,
Change in Control and Similar Transactions".

Eligibility to Participate in Plan

         As of August 1, 1997, the effective date of the Plan, all directors and
advisory  directors  of the Company and its  subsidiaries  that,  along with the
Company,  is a member of a  controlled  group of  corporations  (as  defined  in
section 1563 of the Internal Revenue Code of 1986, as amended (the "Code")), are
eligible to participate in the Plan.

         An  eligible  director  or  advisory  director  may  join  the  Plan by
completing  the  Authorization  Form  provided  by the  Plan  Administrator  and
returning it to the Plan Administrator at the address noted at Section 2 herein.
Authorization  Forms  will be  furnished  to  eligible  directors  and  advisory
directors  at any time upon  request to the  Company.  An  eligible  director or
advisory  director  may join the Plan at any time to become  effective as of the
first day of the next  calendar  month after the request is received by the Plan
Administrator (the "Enrollment Date").

Purchases of Securities Pursuant to the Plan and Payment for Securities Offered

         Term of the Plan.  The Plan  became  effective  on August 1, 1997,  and
unless previously terminated,  the Plan shall continue in effect until the total
of 17,250 shares of Common Stock  reserved for issuance under the Plan have been
purchased, after which time no further awards may be granted.

         Authorization  Forms.  The Options granted under the Plan are evidenced
by the Authorization Form (the "Authorization  Form") as contained at Appendix A
and as  filed  as  Exhibit  4.4 to the  Registration  Statement  of  which  this
Prospectus is a part.


                                        2

<PAGE>



         Option  Price.  A  Participant  shall be granted an option to  purchase
Common Stock as of the last business day of each calendar  month  ("Option Grant
Date") at an option exercise price equal to 95% of the average purchase price of
the Common Stock purchased during the Investment  Period  immediately  following
the Option  Grant  Date.  Any  fraction of a cent will be rounded to the nearest
cent. Options granted hereunder shall be nontransferable.

         Limitations on Grant of Options.  Notwithstanding  any other provisions
of the Plan,  no  Participant  shall be granted  an Option  under the Plan which
permits  his or her  rights to  purchase  stock  under the Plan at a rate  which
exceeds  $25,000 of Fair Market Value of such stock  (determined  at the time of
the grant of such Option) for each calendar  year.  Any Option granted under the
Plan shall be deemed to be  modified  to the extent  necessary  to satisfy  this
Section.

         Option Period. The decision by a Participant to participate in the Plan
and to  exercise  an Option  to  purchase  stock  during  subsequent  Investment
Periods,  or to suspend  participation and not to exercise such options,  may be
changed  by a  Participant  to be  effective  as of the  first  day of the  next
calendar quarter (i.e., January 1, April 1, July 1 and October 1).

         Non-transferability.  No Option may be transferred,  assigned, pledged,
or hypothecated (whether by operation of law or otherwise),  and no Option shall
be  subject  to  execution,   attachment  or  similar  process.   Any  attempted
assignment,  transfer, pledge,  hypothecation or other disposition of an Option,
or levy of  attachment  or similar  process  upon the  Option  not  specifically
permitted herein shall be null and void and without effect.

         Payment for Options.  The Authorization Form directs the Company to pay
to the Plan  Administrator the amount  contributed from the  Participant's.  The
Authorization Form also directs the Plan Administrator to use these payments for
the  purchase of shares of Common  Stock of the Company in the  open-market,  or
directly from the Company.

         After an Authorization Form has been received by the Plan Administrator
and  payment  for  shares  has been  received,  such  funds  will be pooled  and
forwarded  to the Plan  Administrator  to buy  shares  of  Common  Stock for the
accounts of all  Participants  under the Plan not less than monthly prior to the
next "Investment  Period". The "Investment Period" shall consist of the calendar
month  following each receipt of funds by the Plan  Administrator,  during which
such  funds  are  invested  by the Plan  Administrator  in  Common  Stock of the
Company. To the extent  administratively  feasible, such funds shall be invested
on the first  business day of each  Investment  Period,  or as soon as practical
thereafter. No interest will be paid by the Company or the Plan Administrator on
amounts held on behalf of a Participant awaiting investment.

         The Participant will specify on the Authorization Form the amount to be
contributed from each month.  Contributions  may be authorized in even multiples
of $5.00  from a minimum  of $10.00 to a  maximum  of $2,000  per month  (not to
exceed  $25,000 per  calendar  year);  provided  further  that such  amounts are
subject to reduction so that the  aggregate sum of such  contributions  for each
Participant plus cash dividends credited to each Participant's account shall not
exceed the limitations of $25,000 per year of stock purchases under the Plan. No
interest will be paid on contributions amounts awaiting investment.

         The amount of a Participant's  contributions may be revised, changed or
terminated by the  Participant  at any time by timely written notice to the Plan
Administrator. An Authorization Form should

                                        3

<PAGE>



be  used  for  these  purposes.   Commencement,   revision,  or  termination  of
contributions  will become  effective as of the first day of the following  each
January  1, April 1, July 1 or October 1 after the  request is  received  by the
Plan Administrator.

         During  each  Investment  Period,  accumulated  contributions  from all
Participants  will be pooled and used to purchase  shares of Common Stock in the
open-market,  or otherwise,  for the accounts of the  Participants.  The Company
shall  transmit  sufficient  funds  to the Plan  Administrator  in  addition  to
accumulated contributions necessary to permit the Plan Administrator to purchase
Common Stock during each Investment  Period without regard to any purchase price
discounts in accordance  with the Plan.  The maximum number of whole shares will
be purchased.  Any contributions remaining after purchase of such maximum number
of whole shares will be retained  and applied to the  purchase of shares  during
the next Investment  Period.  Each  Participant's  account will be credited with
his/her pro rata share (computed to four decimal places) of the shares purchased
and any  additional  contributions  which have been  accumulated.  The number of
shares credited to each Participant's account will depend upon the amount of the
Participant's  contributions  and the option  exercise  price as  determined  as
provided under the heading "Option Price."

         The Company and the Plan  Administrator in administering  the Plan will
not be liable for any act done in good faith or for the good faith  omission  to
act,  including,  without  limitation,  any claim of  liability  arising  out of
failure to terminate a Participant's  account upon such  Participant's  death or
judicially  declared  incompetency prior to receipt by the Plan Administrator of
timely  notice in writing of such death or  incompetency  or with respect to the
prices at which shares are  purchased  for the  Participant's  account,  and the
times when such  purchases are made, or with respect to any loss or  fluctuation
in the market value after purchase of shares of Common Stock.

         A  Participant's  investment in shares  acquired  under the Plan is not
different  from  direct  investment  in shares of Common  Stock of the  Company,
except to the extent that the  purchase  price of such Common  Stock paid by the
Participant  shall be equal to 95% of the actual  purchase  price of such Common
Stock by the Plan  Administrator  and that an investment  election decision will
not be effective until the first of the next calendar  quarter.  The Participant
bears the risk of loss and  realizes  the benefits of any gain from market price
changes  with  respect to all such shares of Common Stock held by him/her in the
Plan, or otherwise.

         Fees and Expenses.  Participants will incur no brokerage commissions or
service  charges  for  purchases  of Common  Stock made under the Plan.  Certain
charges as  described  under the heading  "Withdrawal"  may be  incurred  upon a
Participant's withdrawal from the Plan or upon termination of the Plan. The Plan
Administrator may deduct expenses from the Plan to the extent that such expenses
have not been paid directly by the Company;  provided that not less than 15 days
written  notice of such  intent  to make such  deductions  is  furnished  to the
Company.

         Issuance of Common Stock.  Shares issued to Participants  upon exercise
of  Options  shall be  either  newly  issued  shares  of the  Company  or shares
purchased in the open market, at the Company's  discretion.  In either case, the
participant shall not pay any fees, commissions or other charges for such Common
Stock other than the exercise price in accordance  with the Plan.  Cash proceeds
from the sale of Common Stock newly  issued  pursuant to the exercise of Options
will be  added  to the  general  funds of the  Company  to be used  for  general
corporate  purposes.  Shares of Common Stock shall not be issued with respect to
any Option  granted  under the Plan  unless the  issuance  and  delivery of such
Common  Stock  shall  comply with all  relevant  provisions  of law,  including,
without limitation, the Securities Act

                                        4

<PAGE>



of 1933,  as amended,  the rules and  regulations  promulgated  thereunder,  any
applicable state securities law, and the requirements of any stock exchange upon
which the Common Stock may then be listed.

         Inability of the Company to obtain approval from any regulatory body or
authority  deemed by the  Company or counsel  thereto  to be  necessary  for the
lawful issuance and sale of any Common Stock hereunder shall relieve the Company
of any liability with respect to the  non-issuance or sale of such Common Stock.
As a condition to the exercise of an Option,  the Company may require the person
exercising  the Option to make such  representations  and  warranties  as may be
necessary  to  assure  the  availability  of an  exemption  from any  additional
registration requirements of federal or state securities laws.

Recapitalization,   Merger,   Consolidation,   Change  in  Control  and  Similar
Transactions

         Subject to any required action by the shareholders of the Company,  the
aggregate  number of shares of Common  Stock for which  Options  may be  granted
under the Plan, the number of shares of Common Stock covered by each outstanding
Option,  and the  exercise  price per share of Common Stock of each Option shall
all be  proportionately  adjusted  for any increase or decrease in the number of
issued and  outstanding  shares of Common Stock  resulting from a subdivision or
consolidation  of shares or the payment of a stock  dividend on the Common Stock
or any other  increase or decrease in the number of such shares of Common  Stock
effected without a receipt of consideration by the Company.

         Upon the dissolution or liquidation of the Company, or upon a merger or
consolidation  of  the  Company  in  which  the  Company  is not  the  surviving
corporation, each Option granted hereunder shall expire as of the effective date
of such transaction.

Amendment and Termination of Plan

         Although  the  Company  intends  to  continue  the Plan until the total
number of  shares  authorized  under  the Plan  shall  have  been  purchased  by
Participants, the Company reserves the right to suspend, modify or terminate the
Plan at any time. Any such  suspension,  modification  or termination  shall not
affect a Participant's right to receive shares of Common Stock already purchased
for him/her  (except  that the Company may take any action  necessary  to comply
with applicable law). Upon the termination of the Plan, the Company shall return
to Participants any uninvested accumulated contributions as soon as practicable.

Withdrawal from Participation

         A Participant may withdraw from the Plan at any time to be effective as
of the first day of any calendar quarter (January 1, April 1, July 1 and October
1). Upon termination of service with the Company,  participation  under the Plan
shall  immediately  cease and no  unexercised  options to purchase  Common Stock
under the Plan shall be deemed exercisable. Termination of service shall include
termination as a result of death or disability of the Participant.

         To  withdraw  from  the  Plan,  a  Participant  must  notify  the  Plan
Administrator  in  writing  of his/her  withdrawal.  In the event a  Participant
withdraws,  or in the event of the  termination  of the Plan,  certificates  for
whole  shares  credited to the account of the  withdrawing  Participant,  or all
Participants  in the case of a termination of the Plan, will be delivered by the
Plan  Administrator  and a cash  payment  will be made for the sale price  (less
brokerage commission and transfer taxes, if any) of any fractional share

                                        5

<PAGE>



interests  and any  additional  contributions  credited  to the  account  of the
withdrawing Participant, or all Participants in the case of a termination of the
Plan. The Plan  Administrator may establish such equitable  arrangements for the
sale  of  fractional  share  interests  as  it  shall  deem  appropriate.  As an
alternative  to receiving  certificates  for whole  shares,  a  Participant  may
request the Plan  Administrator to sell such shares to be distributed  under the
Plan. The proceeds from the sale of such shares, less any brokerage  commissions
and  any  transfer  taxes,  will  be  remitted  to  the  Participant.  The  Plan
Administrator  may  accumulate  requests to sell Common Stock under the Plan and
sale transactions,  if necessary, will occur in the subsequent Investment Period
from  which  they  are  received,  as  determined  by  the  Plan  Administrator.
Alternatively,  Common Stock  directed for sale during an  Investment  Period in
which there is also a request to purchase  Common Stock  during such  Investment
Period  may be  matched  by the  Plan  Administrator  for  the  benefit  of Plan
Participants  (both  sellers and  purchasers)  without the need to execute  such
transaction  on the  national  securities  exchange in which such  Common  Stock
trades. The trade price on such matched transactions will be deemed to equal the
average purchase price paid by the Plan Administrator for all other Common Stock
purchased  by the Plan  Administrator  under  the Plan  during  that  Investment
Period.

         If a request by a Participant  to withdraw from the Plan is received by
the Plan  Administrator  prior to the first  day of any  calendar  quarter,  the
amount of the  contributions  made to be  invested  during  the next  Investment
Period will not be so invested.  In either event,  no  subsequent  contributions
will  be  accepted  from  the   Participant,   unless  he/she  completes  a  new
Authorization Form.

         Notwithstanding  the  foregoing,  upon  written  request  to  the  Plan
Administrator,  a Participant may request the  distribution of shares held under
the Plan in stock  certificates  of not less  than 100 share  increments  at any
time. Alternatively, a Participant may request that such distribution be made in
the form of cash,  in  which  case  such  distribution  of cash  will be made in
accordance with the procedures  noted above,  with the proceeds from the sale of
such shares,  less any brokerage  commissions and any taxes,  if applicable,  as
noted above. Such distribution of Plan shares shall not be deemed a "Withdrawal"
under the Plan.

Voting Rights of Common Stock Purchased

         Each   Participant   will  have  the   authority  to  direct  the  Plan
Administrator  in the manner of voting the number of whole shares and fractional
shares of Common  Stock held in his/her  account.  The  Company  will pay for or
reimburse the Plan  Administrator for the expenses  associated with solicitation
of voting proxies and  distribution of related  materials  performed by the Plan
Administrator.  The aggregate number of remaining shares representing shares for
which no Participant  voting  instructions are received in a timely manner shall
not be voted by the Plan Administrator.

Cash Dividends

         Cash dividends paid on shares credited to a Participant's  account will
be retained in the Participant's account and invested in Common Stock as soon as
practicable  following the dividend  payment date.  Dividend  amounts payable to
Participants will be rounded to the nearest whole cent in the case of fractional
share  interests.  Receipt  of cash  dividends  under  the Plan  shall be deemed
taxable income. See "Federal Income Tax Consequences."


                                        6

<PAGE>



Restrictions on Resale

         Unless  specifically  included as a term and  condition  of any Option,
there are no restrictions on the resale of Common Stock acquired under the Plan.
Such shares of Common Stock,  however, may be resold only in compliance with the
registration  requirements  of the Securities Act of 1933, as amended (the "1933
Act"), and applicable state securities laws.

         Under the 1933 Act,  affiliates  of the  Company  generally  may resell
shares of Common  Stock  purchased  pursuant to the Plan only (i) in  accordance
with the  provisions  of Rule 144  under the 1933 Act,  or (ii)  pursuant  to an
applicable  current and  effective  registration  statement  under the 1933 Act,
including Form S-1 or Form S-18, but not Form S-8.

         As defined in Rule 405 under the 1933 Act, an  affiliate of the Company
is a person who  directly,  or  indirectly  through one or more  intermediaries,
controls,  or is controlled by, or is under common control with the Company. The
determination  of whether a person is an affiliate of the Company is primarily a
factual  one  based  upon  whether  he   possesses,   directly  or   indirectly,
individually  or in  concert  with  others,  the  power to  direct  or cause the
direction  of the  management  or policies of the Company,  whether  through the
ownership of voting stock, by executive position, by membership on the Board, by
contract or otherwise.  Therefore,  each Participant  should consult his counsel
concerning  whether  he is  an  affiliate  of  the  Company  and  the  attendant
restrictions on the resale under the 1933 Act of Common Stock acquired  pursuant
to the Plan.

Limitations on Participation

         Participants  under  the  Plan  who are  deemed  to be  subject  to the
reporting and liability  provisions of Section 16 of the Securities and Exchange
Act of 1934 ("1934 Act") and the rules and  regulations  promulgated  thereunder
("Executive Officers") shall be subject to the following additional provisions:

         a. Common Stock purchased under the Plan shall be held for a minimum of
            six-months following the date of such purchase under the Plan.

         b. Such   Executive   Officers   who   suspend   monthly    Participant
            contributions  under the Plan may not commence future  participation
            under  the  Plan  for at  least  six-months  from  the  date of such
            cessation of participation.

         Such  additional  limitations  related to  participation  by  Executive
Officers of the Company  shall not be effective  with  respect to  distributions
made  in  connection  with  death,  retirement,  disability  or  termination  of
employment.

Federal Income Tax Consequences

         Under present federal income tax laws,  awards under the Plan will have
the following consequences:

            (1) The grant of an Option to purchase stock under the Plan will not
         by  itself,  result  in  the  recognition  of  taxable  income  to  the
         Participant  or entitle the Company to a deduction  at the time of such
         grant.


                                        7

<PAGE>



            (2) The  exercise  of an Option will  result in the  recognition  of
         taxable income to the Participant of ordinary income by the Participant
         on the date of exercise in an amount  equal to the  difference  between
         the exercise price of such Option (i.e., 95% of the market price of the
         stock purchased) and the Fair Market Price of such Common Stock.

            (3) The subsequent sale of the Common Stock may result in additional
         taxable income  (long-term or short-term  capital gains) based upon the
         difference  between  the sale  price of such  Common  Stock and the tax
         basis of such Common Stock acquired.

            (4)  Receipt  of cash  dividends  on stock  held under the Plan will
         result  in  taxable  income  to the  Participant  in the year  received
         without regard to the  reinvestment  of such dividends for the purchase
         of additional Common Stock under the Plan.

         The  foregoing  provides a general  summary of the  federal  income tax
consequences  applicable to  participation  under the Plan. Each  Participant is
urged to consult his or her own tax advisor for  information  regarding  federal
and state tax consequences applicable to them.

Reports to Participants

         Each  Participant  will receive a statement of his/her account not less
than four times per year.  Upon written  request,  a Participant  may receive an
account statement for each calendar month in which he/she purchases Common Stock
under  the  Plan.  Participants  will also  receive  communications  sent by the
Company to other stockholders,  including the Annual Report of the Company,  and
its Notice of Annual  Meeting and Proxy  Statement.  Participants  will  receive
information  necessary for reporting  income  realized by them under the Plan to
the  Internal  Revenue  Service.  Any  person  wishing to receive a copy of such
Annual  Report may obtain a copy by writing the Company at the address set forth
below under "Additional Information."

Additional Information

         Additional  updating  information  with respect to the Common Stock and
the Plan covered herein may be provided in the future to participants  under the
Plan by means of appendices to this Prospectus.  The nature and frequency of any
reports to be made to participants as to their participation in the Plan will be
determined by the Plan Administrator and the Company.

         The Company upon written or oral request, will provide,  without charge
to  participants,  a copy of its  latest  Annual  Report to  Stockholders  (when
available)  and a  copy  of  any  and  all  of  the  documents  that  have  been
incorporated by reference in Item 3 of Part II of the Registration  Statement of
which this Prospectus is a part, and that such documents are deemed incorporated
by reference in this 1933 Act Section 10(a) Prospectus. Further, other documents
required to be delivered to Plan  participants as specified in Item 9 of Part II
of the Registration  statement are available upon request.  Any such request can
be oral or in writing and should be addressed to the  Corporate  Secretary,  226
Landis  Avenue,  Vineland,  New  Jersey  08360.  Its  telephone  number is (609)
691-7700.


                                        8

<PAGE>



Annual Report to Shareholders

         The Company's  financial  statements  for the period ended December 31,
1996, as contained in the Company's Form 10-K are  incorporated  by reference in
the  Registration  Statement to which this  Prospectus is a part. In the future,
the  Company's  latest  Annual  Report  to  Stockholders,   including  financial
statements,  will be  mailed  to all  stockholders  of record as of the close of
business on such record date. Any person wishing to receive a copy of the Annual
Report to  Stockholders  may obtain a copy by writing the Company at the address
set forth below under "Additional Information."

Legal Opinion

         The validity of the Common Stock offered hereby will be passed upon for
the Company by Malizia,  Spidi, Sloane & Fisch, P.C., 1301 K Street, N.W., Suite
700 East, Washington, D.C. 20005.



                                        9

<PAGE>
                                                                     APPENDIX A


                                Sun Bancorp, Inc.
                          Directors Stock Purchase Plan
                               Authorization Form
                               ------------------

A.  |_|   I hereby  authorize Sun Bancorp,  Inc. to accept my monthly payment of
          $_____________  (minimum  of $10, in  increments  of $5, not to exceed
          $2,000 per month beginning on ____________  and continuing  thereafter
          until  otherwise  notified.  Such amounts shall be paid by the Company
          when receive to Sun Bancorp, Inc. as the Plan Administrator of the Sun
          Bancorp,  Inc.  Directors  Stock  Purchase  Plan (the  "Plan")  at the
          address  noted  below,  for the  exercise of options to  purchase  Sun
          Bancorp,  Inc.  Common Stock in the  open-market  or directly from the
          Company for my Plan account  maintained by the Plan  Administrator  in
          accordance with the terms of the Plan.

B.  |_|  I hereby request the delivery of _____ shares of Common Stock  held  in
         my account under the Plan.

C.  |_|  I hereby request that _____ shares of Common Stock held in may  account
          under the Plan be  distributed  to me in the form of cash as  provided
          under the Plan.

D.  |_|  I hereby request that my participation under the Plan cease as soon  as
         administratively feasible.

E.  |_|  I hereby waive participation in the Plan at this time.


                                       A-1

<PAGE>




            I understand that all such transactions by the Plan Administrator on
            my behalf shall be made subject to the Plan's terms and  conditions.
            I understand  that I can terminate  this election to  participate in
            the Plan at any time.  Further,  I hereby  acknowledge  receipt of a
            copy of the Prospectus  related to participation  under the Plan and
            understand   that  my  election  to  participate  in  this  Plan  is
            completely voluntary on my part.


                 ------------------------------------------------
                 Participant, Legal Name (Please print or type)

                 ------------------------------------------------
                 Participant Signature                       Date

                 ------------------------------------------------
                 Social Security Number


Signed forms should be delivered to:

         Plan Administrator,
         Sun Bancorp, Inc.
         Directors Stock Purchase Plan,
         c/o  Corporate Secretary
         Sun Bancorp, Inc.
         226 Landis Avenue
         Vineland, New Jersey  08360

         =======================================================================

Plan Administrator:
-------------------         ----------------------------------

Participation to begin:
-----------------------     ----------------------------------

                                       A-2

<PAGE>



                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


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

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934 (the  "1934  Act"),  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, 1996, as filed with the Commission;

         (b) The Company's  Quarterly Reports on Form 10-Q for the quarter ended
March 31, 1997, as filed with the Commission;

         (c) all other reports to be filed pursuant to Section 13(a) or 15(d) of
the Securities and Exchange Act of 1934, as amended (the "Exchange Act"); and

         (d) the  description  of the Common  Stock,  contained in the Company's
Registration  Statement  on Form 10-A as filed with the  Commission  on June 28,
1996 and all  amendments  thereto or reports  filed for the  purpose of updating
such description.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14,  and 15(d) of the  Exchange  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.



                                      II-1

<PAGE>



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

         Section  14A:3-5 of the New Jersey  Business  Corporation  Law  ("BCL")
provides that an officer, director,  employee or agent may be indemnified by the
Company  from and against  expenses,  judgments,  fines,  settlements  and other
amounts actually and reasonably incurred in connection with threatened,  pending
or  contemplated  "proceedings"  (including  civil,  criminal,   administrative,
arbitrative  action  or  investigative  proceedings)  in which  such  person  is
involved by reason of such person's  position with the Company,  provided that a
determination  has been  made (by a  majority  vote of a  quorum  consisting  of
directors  who were not parties to such  proceeding,  or if such a quorum is not
obtainable,  by  independent  legal  counsel  in a  written  opinion,  or by the
stockholders)  that such  person  acted in good faith and in a manner  that such
person  reasonably  believes to be in, or not opposed to, the best  interests of
the Company.  Such person may not be indemnified if the person has been adjudged
liable for negligence or misconduct in the  performance of such person's duty to
the Company unless the court otherwise determines.

         Provisions regarding indemnification of directors,  officers, employees
or agents of the  Company  are  contained  in  Article  Eighth of the  Company's
Certificate of Incorporation.

         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.

         Additionally,  the  Company  has in  force  a  Directors  and  Officers
Liability Policy  underwritten by Saint Paul Insurance Company with a $2 million
aggregate  limit of liability  and an aggregate  deductible  of $50,000 per loss
both for claims directly against officers and directors and for claims where the
Company is required to indemnify directors and officers.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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.

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;


                                      II-2

<PAGE>



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

                  (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.  Notwithstanding  the  foregoing,  any  increase or
                  decrease  in volume of  securities  offered  (if total  dollar
                  value of  securities  offered  would not exceed that which was
                  registered)  and any deviation from the low or high and of the
                  estimated  maximum offering range may be reflected in the form
                  of  prospectus  filed  with the  Commission  pursuant  to Rule
                  424(b) if, in the  aggregate,  the changes in volume and price
                  represent  no  more  than 20  percent  change  in the  maximum
                  aggregate  offering  price  set forth in the  "Calculation  of
                  Registration   Fee"  table  in  the   effective   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 no apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained  in  periodic  reports  filed  with  or  furnished  to the  SEC by the
registrant  pursuant to Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 that are incorporated by reference in the registration statement;

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, 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 Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  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.

         (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  Securities  Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus,  to deliver, or
case to be delivered to each person to whom the prospectus is sent or given,

                                      II-3

<PAGE>



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
Securities Act of 1933 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   appropriate   jurisdiction   the  question  whether  such
indemnification  by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.






                                      II-4

<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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,  State of New Jersey, on the 15th day
of July, 1997.

                              SUN BANCORP, INC.



                              By:      /s/Adolph F. Calovi
                                       -----------------------------------------
                                       Adolph F. Calovi
                                       President and Chief Executive Officer
                                       (Duly Authorized Representative)

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities indicated as of July 15, 1997.


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


/s/Robert F. Mack
--------------------------------------------  ----------------------------------
Robert F. Mack                                Anne E. Koons
Senior Vice President and                     Director
Chief Financial Officer
(Principal Financial and Accounting Officer)


/s/Sidney R. Brown
--------------------------------------------
Sidney R. Brown
Director


/s/Philip W. Koebig, III
--------------------------------------------
Philip W. Koebig, III
Executive Vice President and Director


/s/Peter Galetto, Jr.
--------------------------------------------
Peter Galetto, Jr.
Director




<PAGE>

                                POWER OF ATTORNEY

         We, the  undersigned  directors  and officers  of, do hereby  severally
constitute  and appoint Philip W. Koebig,  III 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 Philip W. Koebig, III may deem necessary
or advisable to enable the registrant 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 this Registration Statement on Form S-8
relating to the registrant,  including  specifically,  but not limited to, power
and  authority  to  sign  for us or any of us in  our  names  in the  capacities
indicated  below,  the  Registration   Statement  and  any  and  all  amendments
(including post-effective  amendments) thereto; and we hereby ratify and confirm
all that Philip W. Koebig, III 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.



By:/s/Adolph F. Calovi                                         July 15, 1997
   ----------------------------------------------------
     Adolph F. Calovi
     President, Chief Executive Officer and Director
     (Principal Executive Officer)



By:/s/Robert F. Mack                                           July 15, 1997
   ----------------------------------------------------
     Robert F. Mack
     Senior Vice President and Chief Financial Officer
     (Principal Financial and Accounting Officer)



By:/s/Sidney R. Brown                                          July 15, 1997
   ----------------------------------------------------
     Sidney R. Brown
     Director



By:/s/Philip W. Koebig, III                                    July 15, 1997
   ----------------------------------------------------
     Philip W. Koebig, III
     Executive Vice President and Director



By:/s/Peter Galetto, Jr.                                       July 15, 1997
   ----------------------------------------------------
     Peter Galetto, Jr.
     Director




<PAGE>




By:                                                                       , 1997
   ----------------------------------------------------        -----------
     Bernard A. Brown
     Chairman of the Board and Director



By:                                                                       , 1997
   --------------------------------------------                -----------
     Anne E. Koons
     Director






<PAGE>



                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
undersigned has duly caused this  Registration  Statement to be signed on behalf
of  the  Sun  Bancorp,   Inc.  Employee  Stock  Purchase  Plan,  thereunto  duly
authorized,  in the City of  Vineland,  State of New Jersey,  on the 15th day of
July, 1997.

                           SUN BANCORP, INC.
                           EMPLOYEE STOCK PURCHASE PLAN


                           By:       /s/Adolph F. Calovi
                                     -------------------------------------------
                                     Adolph F. Calovi
                                     President and Chief Executive Officer
                                     (Duly Authorized Representative)




<PAGE>



                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
undersigned has duly caused this  Registration  Statement to be signed on behalf
of  the  Sun  Bancorp,  Inc.  Directors  Stock  Purchase  Plan,  thereunto  duly
authorized,  in the City of  Vineland,  State of New Jersey,  on the 15th day of
July, 1997.

                           SUN BANCORP, INC.
                           DIRECTORS STOCK PURCHASE PLAN


                           By:       /s/Adolph F. Calovi
                                     -------------------------------------------
                                     Adolph F. Calovi
                                     President and Chief Executive Officer
                                     (Duly Authorized Representative)




<PAGE>





                      INDEX TO EXHIBITS


Exhibit          Description                                                Page
-------          -----------                                                ----

  4.1            Sun Bancorp, Inc.
                 Employee Stock Purchase Plan                                41

  4.2            Employee Stock Purchase Plan Authorization Form             51

  4.3            Sun Bancorp, Inc.
                 Directors Stock Purchase Plan                               54

  4.4            Directors Stock Purchase Plan Authorization Form            63

  5.1            Opinion of Malizia, Spidi, Sloane & Fisch, P.C. as to
                 the validity of the Common Stock being registered           66

 23.1            Consent of Malizia, Spidi, Sloane & Fisch, P.C.
                 (appears in their opinion filed as Exhibit 5.1)             ---

 23.2            Consent of Independent Auditors                             67

 24.1            Reference is made to the Signatures section of this         
                 Registration Statement for the Power of Attorney
                 contained therein                                           ---
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 107517}]
{"company-data": {"conformed-name": "SUN BANCORP INC /NJ/", "cik": "0001017793", "assigned-sic": "6770", "irs-number": "521382541", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32681", "film-number": "97650236"}, "business-address": {"street1": "226 LANDIS AVENUE", "city": "VINELAND", "state": "NJ", "zip": "08360", "phone": "6096917700"}, "mail-address": {"street1": "226 LANDIS AVE", "city": "VINELAND", "state": "NJ", "zip": "08360"}}
As filed with the Securities and Exchange Commission on August 1, 1997.
                                                    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
                                 (609) 691-7700
                                 --------------
                    (Address of principal executive offices)

                                Sun Bancorp, Inc.
                          Employee Stock Purchase Plan
                                     and the
                                Sun Bancorp, Inc.
                          Directors Stock Purchase Plan
                          -----------------------------
                            (Full Title of the Plans)

                               Richard Fisch, Esq.
                      Malizia, Spidi, Sloane & Fisch, P.C.
                       1301 K Street, N.W., Suite 700 East
                             Washington, D.C. 20005
                                 (202) 434-4660
                                 --------------
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE

================================================================================
Title of         Amount        Proposed Maxi-    Proposed Maxi-      Amount of
Securities to    to be         mum Offering      mum Aggregate      Registration
be Registered    Registered    Price Per Share   Offering Price(3)   Fee (3)(4)
--------------------------------------------------------------------------------
Common Stock
$1.00 par value  97,250 (1)(2)      (3)           $2,248,906           $681.42
================================================================================

(1) The  maximum  number of shares of common  stock  issuable  upon  exercise of
options  granted or to be granted  under the Sun Bancorp,  Inc.  Employee  Stock
Purchase  Plan  ("Employee  Plan")  consists of 80,000  shares,  and the maximum
number of shares of common stock issuable upon exercise of options granted or to
be granted under the Sun Bancorp, Inc. Directors Stock Purchase Plan ("Directors
Plan") consists of 17,250 shares,  which shares are being  registered under this
Registration  Statement  and for  which a  registration  fee is being  paid.  In
addition,  pursuant  to  Rule  416(c)  and  the  Securities  Act of  1933,  this
registration  statement  also  covers an  indeterminate  amount  of  participant
interests to be offered or sold  pursuant to the Employee Plan and the Directors
Plan  described  herein.
(2) Under Rule 462 of the Securities  Act of 1933, as amended ("1933 Act"),  the
Registration  Statement  on Form S-8 shall be  effective  upon  filing  with the
Commission.
(3) Under Rule 457(h) of the 1933 Act, the  registration  fee may be calculated,
inter  alia,  based upon the  average of the  closing bid and ask prices as of a
specified  date  within 5 business  days of the filing in  accordance  with Rule
457(c) of the 1933 Act.  The  97,250  shares of Common  Stock  being  registered
hereby which are not  presently  subject to options are being  registered  based
upon the average of the  closing  bid and ask prices of the common  stock of Sun
Bancorp,  Inc. as reported on the NASDAQ  Small-Cap  Market on July 25, 1997, of
$23.125 per share ($2,248,906 in the aggregate).

(4) Pursuant to Rule 457(h)(2) under the 1933 Act, no additional fee is required
with respect to the interests of participants under the Plan.

This Registration  Statement shall become effective  automatically upon the date
of filing,  in accordance  with Section 8(a) of the  Securities  Act of 1933, as
amended.
** THIS DOCUMENT CONSTITUTES THE PROSPECTUS COVERING SECURITIES
           THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
                                  AS AMENDED.**

PROSPECTUS
----------

                          80,000 Shares of Common Stock

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

                                SUN BANCORP, INC.
                                  COMMON STOCK
                           (Par Value $1.00 Per Share)

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

                         ISSUABLE IN CONNECTION WITH THE
                                SUN BANCORP, INC.
                          EMPLOYEE STOCK PURCHASE PLAN

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

         This Prospectus  covers 80,000 shares of common stock,  par value $1.00
per share (the "Common Stock"),  of Sun Bancorp,  Inc. (the "Company") which may
be issued from time to time by the  Company to holders of Options  granted or to
be  granted  by the  Company  to  selected  employees  of the  Company  and  any
subsidiary  of the Company  pursuant to the Sun  Bancorp,  Inc.  Employee  Stock
Purchase Plan (the "Plan") and interests of participants thereunder.  Holders of
options  granted or to be granted under the Plan (the "Options") are referred to
herein as  "Participants."  Each  offer  made  under the Plan  pursuant  to this
Prospectus is made at the price and on the terms and conditions contained in the
Authorization Form entered into between the Company and each Participant.

         This  Prospectus  is for use as of the date  hereof  and in  subsequent
years.  Information which is likely to change from year to year will be included
in appendices to this Prospectus.

         The issued and outstanding Common Stock of the Company is traded on the
Nasdaq Small-Cap Market,  under the symbol "SNBC".  Shares of Common Stock which
may be issued upon exercise of Options  granted or to be granted under the Plan,
will  also be traded on the  Nasdaq  Small-Cap  Market.  On July 25,  1997,  the
average of the  closing  bid and ask  prices of the  Common  Stock in the NASDAQ
Small-Cap Market was $23.125 per share.

--------------------------------------------------------------------------------
THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------------------------------------------------------------------

                  The date of this Prospectus is August 1, 1997
No person has been  authorized to give any  information  or to make any
representation  not contained in this  Prospectus,  and, if given or made,  such
information or representation  must not be relied upon as having been authorized
by the  Company.  This  Prospectus  does  not  constitute  an offer to sell or a
solicitation  of an offer to buy any  securities  other  than the  Common  Stock
offered by this  Prospectus or an offer to sell or a solicitation of an offer to
buy such Common Stock in any  jurisdiction  to any person to whom it is unlawful
to make such offer or solicitation in such jurisdiction. Neither the delivery of
this  Prospectus nor any sale made  hereunder  shall,  under any  circumstances,
create  any  implication  that  there has been no change in the  affairs  of the
Company  or that the  information  contained  herein is  correct  as of any time
subsequent to the date hereof.
TABLE OF CONTENTS

                                Sun Bancorp, Inc.
                          Employee Stock Purchase Plan
Page
                                                                                                    ----
General Plan Information........................................................................      1

Administration..................................................................................      1

Purpose.........................................................................................      2

Securities to be Offered........................................................................      2

Eligibility to Participate in Plan..............................................................      2

Purchases of Securities Pursuant to the Plan
and Payment for Securities Offered..............................................................      2

       Term of the Plan.........................................................................      2
       Authorization Form.......................................................................      2
       Option Price.............................................................................      3
       Limitations on the Grant of Options......................................................      3
       Option Period............................................................................      3
       Non-transferability......................................................................      3
       Payment for Options......................................................................      3
       Fees and Expenses........................................................................      4
       Issuance of Common Stock.................................................................      5

Recapitalization, Merger, Consolidation, Change in
       Control and Similar Transactions.........................................................      5

Amendment and Termination of Plan...............................................................      5

Withdrawal from Participation...................................................................      6

Voting Rights of Common Stock Purchased.........................................................      6

Cash Dividends..................................................................................      7

Restrictions on Resale..........................................................................      7

Participation by Executive Officers.............................................................      7

Federal Income Tax Consequences.................................................................      8

Reports to Participants.........................................................................      9

Additional Information..........................................................................      9

Annual Report to Shareholders...................................................................      9

Legal Opinion...................................................................................      9

Appendix A......................................................................................    A-1
  Authorization Form
Sun Bancorp, Inc.
                          Employee Stock Purchase Plan

General Plan Information
------------------------

         This Prospectus relates to 80,000 shares of the Common Stock, par value
$1.00 per share ("Common Stock"),  of Sun Bancorp,  Inc. (the "Company"),  which
will be offered upon exercise of options  granted or to be granted under the Sun
Bancorp,   Inc.   Employee   Stock  Purchase  Plan  ("Plan")  and  interests  of
participants  under the Plan.  Pursuant to the Plan,  80,000 shares are reserved
for issuance by the Company upon exercise of Options granted to employees of the
Company and any parent and subsidiary corporations.

         The  Plan  is to  continue  in  effect,  until  the  shares  authorized
hereunder have been  distributed,  unless earlier  terminated or extended by the
Company.

         The Plan will not be  qualified  under  Section  401(a) of the Internal
Revenue Code of 1986, as amended  ("Code") and it is exempt from the  provisions
of the Employee Retirement Income Security Act of 1974, as amended.

         The statements  herein  concerning the terms and provisions of the Plan
are  summaries  and do not  purport  to be  complete.  All such  statements  are
qualified  in their  entirety by reference to the full text of the Plan as filed
as Exhibit 4.1 to the Registration Statement of which this Prospectus is a part.

         Additional  updating and other information with respect to the Plan and
the Common  Stock  offered  hereby may be  provided  in the future to holders of
Options  by  means of one or more  supplements  to this  Prospectus.  Additional
information about the Plan, plan  administration and the Company may be obtained
at the  Company's  principal  offices,  which are located at 226 Landis  Avenue,
Vineland, New Jersey 08360. Its telephone number is (609) 691-7700.

Administration

         The Company will serve as the Plan Administrator ("Plan Administrator")
to  administer  the Plan and make  purchases  of  Common  Stock as agent for the
Participants.  The Board of Directors of the Company  ("Board of Directors") has
the  authority  to make changes in the Plan and to appoint or to remove the Plan
Administrator,  at any time.  Until  changed by further  notice,  any notices or
communications  to the  Plan  should  be  directed  to the  Plan  Administrator,
Employee Stock Purchase Plan, c/o Human Resources Department, Sun Bancorp, Inc.,
226 Landis Avenue, Vineland, New Jersey 08360.

         If  an  employee   decides  to   participate  in  the  Plan,  the  Plan
Administrator  will keep a continuous  record of his/her  participation and send
him/her a statement of his/her account under the Plan for each calendar month in
which a purchase of Common Stock under  his/her Plan  account  occurs.  The Plan
Administrator  will also hold and act as custodian of shares purchased under the
Plan.  Certificates for shares purchased under the Plan will be held by the Plan
Administrator.  The number of shares credited to a  Participant's  account under
the Plan will be shown on his/her  statement of account.  However,  certificates
for whole  shares  credited to a  Participant's  account  under the Plan will be
issued to him/her

                                        1
upon his/her written request to the Plan Administrator, at the address set forth
above. Certificates for fractional share interests will not be issued.

         The Plan  Administrator  reserves the right to interpret the provisions
of the Plan. The Plan  Administrator may establish such procedures and make such
other  provisions for the  administration  and operation of the Plan as it deems
appropriate to give effect to the Plan's  purpose.  The Plan  Administrator  may
rely on the authority and correctness of written instructions  received from the
Company and Participants in administering the Plan.

Purpose

         The Plan offers a convenient  and  economical  way for its employees to
commence or to increase their  ownership of shares of the Common Stock.  Once an
employee is enrolled as a Participant in the Plan,  payroll  deductions  will be
made and such funds will be used to purchase Common Stock under the terms of the
Plan.  Participation in the Plan is strictly voluntary by the employee,  and the
employee will pay 95% of the purchase price of the Common Stock  purchased under
the Plan. The Participant  pays no brokerage  commissions or service charges for
purchases made under the Plan. Any such charges will be paid by the Company.

Securities to be Offered

         The aggregate  number of shares of the Common Stock which may be issued
pursuant to Options  granted or to be granted under the Plan are 80,000  shares,
subject to certain  adjustments  for  changes in the  capital  structure  of the
Company,  as described  below.  See  "Recapitalization,  Merger,  Consolidation,
Change in Control and Similar Transactions".

Eligibility to Participate in Plan

         As of August 1, 1997,  the effective date of the Plan, all employees of
the Company and its subsidiaries that, along with the Company,  is a member of a
controlled  group of  corporations  (as defined in section  1563 of the Internal
Revenue Code of 1986, as amended (the  "Code")),  are eligible to participate in
the Plan.

         An eligible  employee may join the Plan by completing the Authorization
Form  provided  by  the  Plan   Administrator  and  returning  it  to  the  Plan
Administrator.  Authorization  Forms will be furnished to eligible  employees at
any time upon request to the Company.  An eligible employee may join the Plan at
any time to become effective as of the first full payroll period of any calendar
quarter after the employee's  request is received by the Plan Administrator (the
"Enrollment Date").

Purchases of Securities Pursuant to the Plan and Payment for Securities Offered

         Term of the Plan.  The Plan  became  effective  on August 1, 1997,  and
unless previously terminated,  the Plan shall continue in effect until the total
of 80,000 shares of Common Stock  reserved for issuance under the Plan have been
purchased, after which time no further awards may be granted.

         Authorization  Forms.  The Options granted under the Plan are evidenced
by the Authorization Form (the "Authorization  Form") as contained at Appendix A
and as  filed  as  Exhibit  4.2 to the  Registration  Statement  of  which  this
Prospectus is a part.

                                        2
Option  Price.  A  Participant  shall be granted an option to  purchase
Common Stock as of the last business day of each calendar  month  ("Option Grant
Date") at an option exercise price equal to 95% of the average purchase price of
the Common Stock purchased during the Investment  Period  immediately  following
the Option  Grant  Date.  Any  fraction of a cent will be rounded to the nearest
cent. Options granted hereunder shall be nontransferable.

         Limitations  on Grant of Options.  No  Participant  shall be granted an
Option  under the Plan which  permits his or her rights to purchase  stock under
all employee stock purchase plans (as defined in Section 423 of the Code) of the
Company  and any parent or  subsidiary  of the Company to accrue at a rate which
exceeds  $25,000 of Fair Market Value of such stock  (determined  at the time of
the  grant of such  Option)  for each  calendar  year in which  such  Option  is
outstanding  at any time.  No  Participant  shall be granted an Option under the
Plan if,  immediately  after the Option was granted,  the Participant  would own
stock  possessing  five  percent or more of the total  combined  voting power or
value of all classes of stock of the Company or of any parent or  Subsidiary  of
the Company.  For purposes of this  Section,  stock  ownership of an  individual
shall be  determined  under  the rules of  Section  424(d) of the Code and stock
which the Participant may purchase under outstanding options shall be treated as
stock owned by the Participant.

         Option Period. The decision by a Participant to participate in the Plan
and to  exercise  an Option  to  purchase  stock  during  subsequent  Investment
Periods,  or to suspend payroll deduction and not to exercise such options,  may
be changed by a  Participant  to be effective as of the first full pay period of
the next calendar quarter (i.e., January 1, April 1, July 1 and October 1).

         Non-transferability.  No Option may be transferred,  assigned, pledged,
or hypothecated (whether by operation of law or otherwise),  and no Option shall
be  subject  to  execution,   attachment  or  similar  process.   Any  attempted
assignment,  transfer, pledge,  hypothecation or other disposition of an Option,
or levy of  attachment  or similar  process  upon the  Option  not  specifically
permitted herein shall be null and void and without effect.

         Payment for Options.  The Authorization Form directs the Company to pay
to the Plan  Administrator the amount withheld from the  Participant's  paycheck
through regular payroll deductions. The Authorization Form also directs the Plan
Administrator  to use these  payments for the purchase of shares of Common Stock
of the Company in the  open-market,  or directly  from the Company.  Participant
contributions to the Plan may only be made through payroll deduction.

         After an Authorization Form has been received by the Plan Administrator
and the  authority  for the payroll  deductions  has been noted on the Company's
payroll  records,  the Company will withhold from a  Participant's  paycheck the
amount  authorized by the  Participant.  Such withholding will be made from each
paycheck  beginning  with the first full pay  period on or after the  Enrollment
Date. The amounts withheld from all  Participants'  paychecks will be pooled and
forwarded  to the Plan  Administrator  to buy  shares  of  Common  Stock for the
accounts of all  Participants  under the Plan not less than monthly prior to the
next "Investment  Period". The "Investment Period" shall consist of the calendar
month  following each receipt of funds by the Plan  Administrator,  during which
such  funds  are  invested  by the Plan  Administrator  in  Common  Stock of the
Company. To the extent  administratively  feasible, such funds shall be invested
on the first  business day of each  Investment  Period,  or as soon as practical
thereafter. No interest will be paid by the Company or the Plan Administrator on
amounts held on behalf of a Participant awaiting investment.

                                        3
The payroll  deduction  authorizations  are effective for an indefinite
period of time,  until revoked by the Participant upon timely notice to the Plan
Administrator,  until the total shares purchased under the Plan equals the total
shares of Common Stock  authorized  under the Plan or the Plan is  terminated by
the  Company,  whichever  is  earlier.  The  Participant  will  specify  on  the
Authorization Form the amount to be withheld from each paycheck.  Deductions may
be authorized  in even  multiples of $5.00 from a minimum of $10.00 to a maximum
of $985 for each  Company  payroll  period (not to exceed  $23,750 per  calendar
year);  provided  further that such amounts are subject to reduction so that the
aggregate  sum of such  deductions  for each  Participant  plus  cash  dividends
credited  to each  Participant's  account  shall not exceed the  limitations  of
$25,000 per year of stock  purchases under the Plan. No interest will be paid on
payroll deduction amounts awaiting investment.

         The  amount  of a  Participant's  payroll  deductions  can be  revised,
changed or terminated by the Participant at any time by timely written notice to
the Plan Administrator. An Authorization Form should be used for these purposes.
Commencement, revision, or termination of deductions will become effective as of
the first full payroll cycle commencing  following each January 1, April 1, July
1  or  October  1  after  an   employee's   request  is  received  by  the  Plan
Administrator.

         During each Investment Period,  accumulated payroll deductions from all
Participants  will be pooled and used to purchase  shares of Common Stock in the
open-market,  or otherwise,  for the accounts of the  Participants.  The Company
shall  transmit  sufficient  funds  to the Plan  Administrator  in  addition  to
accumulated  payroll  deductions  necessary to permit the Plan  Administrator to
purchase  Common  Stock  during each  Investment  Period  without  regard to any
purchase  price  discounts in accordance  with the Plan.  The maximum  number of
whole shares will be purchased.  Any payroll deductions remaining after purchase
of such  maximum  number of whole  shares  will be  retained  and applied to the
purchase of shares during the next Investment Period. Each Participant's account
will be credited with his/her pro rata share  (computed to four decimal  places)
of the shares  purchased and any additional  payroll  deductions which have been
accumulated.  The number of shares credited to each  Participant's  account will
depend upon the amount of the  Participant's  payroll  deductions and the option
exercise price as determined as provided under the heading "Option Price."

         The Company and the Plan  Administrator in administering  the Plan will
not be liable for any act done in good faith or for the good faith  omission  to
act,  including,  without  limitation,  any claim of  liability  arising  out of
failure to terminate a Participant's  account upon such  Participant's  death or
judicially  declared  incompetency prior to receipt by the Plan Administrator of
timely  notice in writing of such death or  incompetency  or with respect to the
prices at which shares are  purchased  for the  Participant's  account,  and the
times when such  purchases are made, or with respect to any loss or  fluctuation
in the market value after purchase of shares of Common Stock.

         A  Participant's  investment in shares  acquired  under the Plan is not
different  from  direct  investment  in shares of Common  Stock of the  Company,
except to the extent that the  purchase  price of such Common  Stock paid by the
Participant  shall be equal to 95% of the actual  purchase  price of such Common
Stock by the Plan  Administrator  and that an investment  election decision will
not be effective until the first of the next calendar  quarter.  The Participant
bears the risk of loss and  realizes  the benefits of any gain from market price
changes  with  respect to all such shares of Common Stock held by him/her in the
Plan, or otherwise.

         Fees and Expenses.  Participants will incur no brokerage commissions or
service  charges  for  purchases  of Common  Stock made under the Plan.  Certain
charges as described under the heading

                                        4
"Withdrawal"  may be incurred upon a  Participant's  withdrawal from the Plan or
upon  termination of the Plan. The Plan  Administrator  may deduct expenses from
the Plan to the extent  that such  expenses  have not been paid  directly by the
Company;  provided  that not less than 15 days written  notice of such intent to
make such deductions is furnished to the Company.

         Issuance of Common Stock.  Shares issued to Participants  upon exercise
of  Options  shall be  either  newly  issued  shares  of the  Company  or shares
purchased in the open market, at the Company's  discretion.  In either case, the
participant shall not pay any fees, commissions or other charges for such Common
Stock other than the exercise price in accordance  with the Plan.  Cash proceeds
from the sale of Common Stock newly  issued  pursuant to the exercise of Options
will be  added  to the  general  funds of the  Company  to be used  for  general
corporate  purposes.  Shares of Common Stock shall not be issued with respect to
any Option  granted  under the Plan  unless the  issuance  and  delivery of such
Common  Stock  shall  comply with all  relevant  provisions  of law,  including,
without  limitation,  the  Securities  Act of 1933,  as  amended,  the rules and
regulations promulgated thereunder, any applicable state securities law, and the
requirements  of any stock  exchange  upon  which the  Common  Stock may then be
listed.

         Inability of the Company to obtain approval from any regulatory body or
authority  deemed by the  Company or counsel  thereto  to be  necessary  for the
lawful issuance and sale of any Common Stock hereunder shall relieve the Company
of any liability with respect to the  non-issuance or sale of such Common Stock.
As a condition to the exercise of an Option,  the Company may require the person
exercising  the Option to make such  representations  and  warranties  as may be
necessary  to  assure  the  availability  of an  exemption  from any  additional
registration requirements of federal or state securities laws.

Recapitalization,   Merger,   Consolidation,   Change  in  Control  and  Similar
Transactions

         Subject to any required action by the shareholders of the Company,  the
aggregate  number of shares of Common  Stock for which  Options  may be  granted
under the Plan, the number of shares of Common Stock covered by each outstanding
Option,  and the  exercise  price per share of Common Stock of each Option shall
all be  proportionately  adjusted  for any increase or decrease in the number of
issued and  outstanding  shares of Common Stock  resulting from a subdivision or
consolidation  of shares or the payment of a stock  dividend on the Common Stock
or any other  increase or decrease in the number of such shares of Common  Stock
effected without a receipt of consideration by the Company.

         Upon the dissolution or liquidation of the Company, or upon a merger or
consolidation  of  the  Company  in  which  the  Company  is not  the  surviving
corporation, each Option granted hereunder shall expire as of the effective date
of such transaction.

Amendment and Termination of Plan

         Although  the  Company  intends  to  continue  the Plan until the total
number of  shares  authorized  under  the Plan  shall  have  been  purchased  by
Participants, the Company reserves the right to suspend, modify or terminate the
Plan at any time. Any such  suspension,  modification  or termination  shall not
affect a Participant's right to receive shares of Common Stock already purchased
for him/her  (except  that the Company may take any action  necessary  to comply
with applicable law). Upon the termination of the Plan, the Company shall return
to  Participants  any  uninvested  accumulated  payroll  deductions  as  soon as
practicable.

                                        5
Withdrawal from Participation

         A Participant may withdraw from the Plan at any time to be effective as
of the first day of any calendar quarter (January 1, April 1, July 1 and October
1). Upon  termination of employment  with the Company,  participation  under the
Plan shall immediately cease and no unexercised options to purchase Common Stock
under the Plan shall be deemed  exercisable.  Termination  of  employment  shall
include termination as a result of death or disability of the Participant.

         To  withdraw  from  the  Plan,  a  Participant  must  notify  the  Plan
Administrator  in  writing  of his/her  withdrawal.  In the event a  Participant
withdraws,  or in the event of the  termination  of the Plan,  certificates  for
whole  shares  credited to the account of the  withdrawing  Participant,  or all
Participants  in the case of a termination of the Plan, will be delivered by the
Plan  Administrator  and a cash  payment  will be made for the sale price  (less
brokerage  commission  and  transfer  taxes,  if  any) of any  fractional  share
interests and any additional payroll  deductions  credited to the account of the
withdrawing Participant, or all Participants in the case of a termination of the
Plan. The Plan  Administrator may establish such equitable  arrangements for the
sale  of  fractional  share  interests  as  it  shall  deem  appropriate.  As an
alternative  to receiving  certificates  for whole  shares,  a  Participant  may
request the Plan  Administrator to sell such shares to be distributed  under the
Plan. The proceeds from the sale of such shares, less any brokerage  commissions
and  any  transfer  taxes,  will  be  remitted  to  the  Participant.  The  Plan
Administrator  may  accumulate  requests to sell Common Stock under the Plan and
sale transactions,  if necessary, will occur in the subsequent Investment Period
from  which  they  are  received,  as  determined  by  the  Plan  Administrator.
Alternatively,  Common Stock  directed for sale during an  Investment  Period in
which there is also a request to purchase  Common Stock  during such  Investment
Period  may be  matched  by the  Plan  Administrator  for  the  benefit  of Plan
Participants  (both  sellers and  purchasers)  without the need to execute  such
transaction  on the  national  securities  exchange in which such  Common  Stock
trades. The trade price on such matched transactions will be deemed to equal the
average purchase price paid by the Plan Administrator for all other Common Stock
purchased  by the Plan  Administrator  under  the Plan  during  that  Investment
Period.

         If a request by a Participant  to withdraw from the Plan is received by
the Plan  Administrator  prior to the first  day of any  calendar  quarter,  the
amount of the  payroll  deductions  scheduled  to be  invested  during  the next
Investment  Period  will not be so  invested.  In either  event,  no  subsequent
payroll  deductions will be made from the paychecks of the  Participant,  unless
he/she completes a new Authorization Form providing for such deductions.

         Notwithstanding  the  foregoing,  upon  written  request  to  the  Plan
Administrator,  a Participant may request the  distribution of shares held under
the Plan in stock  certificates  of not less  than 100 share  increments  at any
time. Alternatively, a Participant may request that such distribution be made in
the form of cash,  in  which  case  such  distribution  of cash  will be made in
accordance with the procedures  noted above,  with the proceeds from the sale of
such shares,  less any brokerage  commissions and any taxes,  if applicable,  as
noted above. Such distribution of Plan shares shall not be deemed a "Withdrawal"
under the Plan.

Voting Rights of Common Stock Purchased

         Each   Participant   will  have  the   authority  to  direct  the  Plan
Administrator  in the manner of voting the number of whole shares and fractional
shares of Common  Stock held in his/her  account.  The  Company  will pay for or
reimburse the Plan Administrator for the expenses associated with solicitation

                                        6
of voting proxies and  distribution of related  materials  performed by the Plan
Administrator.  The aggregate number of remaining shares representing shares for
which no Participant  voting  instructions are received in a timely manner shall
not be voted by the Plan Administrator.

Cash Dividends

         Cash dividends paid on shares credited to a Participant's  account will
be retained in the Participant's account and invested in Common Stock as soon as
practicable  following the dividend  payment date.  Dividend  amounts payable to
Participants will be rounded to the nearest whole cent in the case of fractional
share  interests.  Receipt  of cash  dividends  under  the Plan  shall be deemed
taxable income. See "Federal Income Tax Consequences."

Restrictions on Resale

         Unless  specifically  included as a term and  condition  of any Option,
there are no restrictions on the resale of Common Stock acquired under the Plan.
Such shares of Common Stock,  however, may be resold only in compliance with the
registration  requirements  of the Securities Act of 1933, as amended (the "1933
Act"), and applicable state securities laws.

         Under the 1933 Act,  affiliates  of the  Company  generally  may resell
shares of Common  Stock  purchased  pursuant to the Plan only (i) in  accordance
with the  provisions  of Rule 144  under the 1933 Act,  or (ii)  pursuant  to an
applicable  current and  effective  registration  statement  under the 1933 Act,
including Form S-1 or Form S-18, but not Form S-8.

         As defined in Rule 405 under the 1933 Act, an  affiliate of the Company
is a person who  directly,  or  indirectly  through one or more  intermediaries,
controls,  or is controlled by, or is under common control with the Company. The
determination  of whether a person is an affiliate of the Company is primarily a
factual  one  based  upon  whether  he   possesses,   directly  or   indirectly,
individually  or in  concert  with  others,  the  power to  direct  or cause the
direction  of the  management  or policies of the Company,  whether  through the
ownership of voting stock, by executive position, by membership on the Board, by
contract or otherwise.  Therefore,  each Participant  should consult his counsel
concerning  whether  he is  an  affiliate  of  the  Company  and  the  attendant
restrictions on the resale under the 1933 Act of Common Stock acquired  pursuant
to the Plan.

Participation by Executive Officers.

         Participants  under  the  Plan  who are  deemed  to be  subject  to the
reporting and liability  provisions of Section 16 of the Securities and Exchange
Act of 1934 ("1934 Act") and the rules and  regulations  promulgated  thereunder
("Executive Officers") shall be subject to the following additional provisions:

         a.   Common Stock  purchased under the Plan shall be held for a minimum
              of six-months following the date of such purchase under the Plan.

         b.   Such  Participants  who suspend payroll  deductions under the Plan
              may not commence future  participation under the Plan for at least
              six-months from the date of such cessation of participation.

                                        7
Such  additional  limitations  related to  participation  by  Executive
Officers of the Company  shall not be effective  with  respect to  distributions
made  in  connection  with  death,  retirement,  disability  or  termination  of
employment.  Transactions  of Common Stock under the Plan shall be reportable by
Executive Officers of the Company on Form 3, 4 or 5.

Federal Income Tax Consequences

         Under present federal income tax laws,  awards under the Plan will have
the following consequences:

            (1)The grant of an Option to purchase  stock under the Plan will not
         by  itself,  result  in  the  recognition  of  taxable  income  to  the
         Participant  or entitle the Company to a deduction  at the time of such
         grant.

            (2) The exercise of an Option generally will not, by itself,  result
         in the  recognition of taxable income to the Participant or entitle the
         Company to a deduction at the time of such exercise.  Provided that the
         Participant  held such shares  received under the Plan for at least one
         year after  acquisition  of the shares or two years  after the grant of
         the Option,  whichever is later, the Participant will recognize taxable
         income upon sale of such Common Stock as follows:

                    a)      with  respect  to  the  5%  purchase  discount,  the
                            difference   between   the   amount   paid   by  the
                            Participant   for  such  Common  Stock  (the  option
                            exercise  price) and the Plan purchase  price of the
                            Common Stock will be taxable as ordinary income upon
                            the sale of the Common Stock;

                    b)      the Participant will recognize capital gain upon the
                            sale of the Common Stock  received upon the exercise
                            of Options to purchase such stock under the Plan, to
                            the extent that the sale price of such Common  Stock
                            exceeds  the  Plan  purchase  price  of such  Common
                            Stock;

                    c)      if the sale price of such Common  Stock is below the
                            Plan  purchase  price  of  such  Common  Stock,  the
                            Participant shall recognize a long-term capital loss
                            upon the sale of such Common Stock.

            (3)The  sale of the Common  Stock  acquired  within two years of the
         Date of Grant of such Option or one year of such acquisition, whichever
         is later,  will result in the  recognition  of  ordinary  income by the
         Participant  on the date of sale in an amount  equal to the  difference
         between  the  exercise  price of such Option  (i.e.,  95% of the market
         price of the stock  purchased)  and the sale  proceeds  of such  Common
         Stock.

            (4)Receipt  of cash  dividends  on stock  held  under  the Plan will
         result  in  taxable  income  to the  Participant  in the year  received
         without regard to the  reinvestment  of such dividends for the purchase
         of additional Common Stock under the Plan.

         The  foregoing  provides a general  summary of the  federal  income tax
consequences  applicable to  participation  under the Plan. Each  Participant is
urged to consult his or her own tax advisor for  information  regarding  federal
and state tax consequences applicable to them.

                                        8
Reports to Participants

         Each  Participant  will receive a statement of his/her account not less
than four times per year.  Upon written  request,  a Participant  may receive an
account statement for each calendar month in which he/she purchases Common Stock
under  the  Plan.  Participants  will also  receive  communications  sent by the
Company to other stockholders,  including the Annual Report of the Company,  and
its Notice of Annual  Meeting and Proxy  Statement.  Participants  will  receive
information  necessary for reporting  income  realized by them under the Plan to
the  Internal  Revenue  Service.  Any  person  wishing to receive a copy of such
Annual  Report may obtain a copy by writing the Company at the address set forth
below under "Additional Information."

Additional Information

         Additional  updating  information  with respect to the Common Stock and
the Plan covered herein may be provided in the future to participants  under the
Plan by means of appendices to this Prospectus.  The nature and frequency of any
reports to be made to participants as to their participation in the Plan will be
determined by the Plan Administrator and the Company.

         The Company upon written or oral request, will provide,  without charge
to  participants,  a copy of its  latest  Annual  Report to  Stockholders  (when
available)  and a  copy  of  any  and  all  of  the  documents  that  have  been
incorporated by reference in Item 3 of Part II of the Registration  Statement of
which this Prospectus is a part, and that such documents are deemed incorporated
by reference in this 1933 Act Section 10(a) Prospectus. Further, other documents
required to be delivered to Plan  participants as specified in Item 9 of Part II
of the Registration  statement are available upon request.  Any such request can
be oral or in writing and should be addressed to the  Corporate  Secretary,  226
Landis  Avenue,  Vineland,  New  Jersey  08360.  Its  telephone  number is (609)
691-7700.

Annual Report to Shareholders

         The Company's  financial  statements  for the period ended December 31,
1996, as contained in the Company's Form 10-K are  incorporated  by reference in
the  Registration  Statement to which this  Prospectus is a part. In the future,
the  Company's  latest  Annual  Report  to  Stockholders,   including  financial
statements,  will be  mailed  to all  stockholders  of record as of the close of
business on such record date. Any person wishing to receive a copy of the Annual
Report to  Stockholders  may obtain a copy by writing the Company at the address
set forth below under "Additional Information."

Legal Opinion

         The validity of the Common Stock offered hereby will be passed upon for
the Company by Malizia,  Spidi, Sloane & Fisch, P.C., 1301 K Street, N.W., Suite
700 East, Washington, D.C. 20005.

                                        9
APPENDIX A

                                Sun Bancorp, Inc.
                          Employee Stock Purchase Plan
                      Payroll Deduction Authorization Form
                      ------------------------------------

A.  |_|  I hereby  authorize Sun Bancorp,  Inc. to deduct  $_____________  from
          each paycheck (minimum of $10, in increments of $5, not to exceed $985
          per   paycheck)   beginning   on   ____________   (or   as   soon   as
          administratively  feasible) and continuing  thereafter until otherwise
          notified.  Such  amounts  shall be paid  monthly  on my  behalf to Sun
          Bancorp,  Inc.  as the Plan  Administrator  of the Sun  Bancorp,  Inc.
          Employee  Stock Purchase Plan (the "Plan") at the address noted below,
          for the exercise of options to purchase Sun Bancorp, Inc. Common Stock
          in the  open-market  or directly  from the Company for my Plan account
          maintained by the Plan  Administrator  in accordance with the terms of
          the Plan.  Such Options to purchase  Common Stock under the Plan shall
          be deemed  exercised by me, unless I shall deliver  written  notice to
          the Plan Administrator not less than 5 days before the next January 1,
          April 1, July 1 or October 1,  whichever  is earlier,  not to exercise
          such Options on my behalf.

B.  |_|  I hereby request the delivery of _____ shares of Common Stock  held  in
         my account under the Plan.

C.  |_|  I hereby request that _____ shares of Common Stock held in may  account
         under the Plan be distributed to me in the  form of  cash  as  provided
         under the Plan.

D.  |_|  I hereby request that my participation under the Plan cease as  soon as
         administratively feasible.

E.  |_|  I hereby waive participation in the Plan at this time.

                                       A-1
I understand that all such transactions by the Plan  Administrator
              on my  behalf  shall  be made  subject  to the  Plan's  terms  and
              conditions.  I understand that I can terminate this  authorization
              for  payroll  deduction  at any time  with  not  less  than 5 days
              written  notice  prior to the next  January 1, July 1, April 1, or
              October 1, to the Plan  Administrator  at the address noted below.
              Further, I hereby acknowledge  receipt of a copy of the Prospectus
              related to  participation  under the Plan and  understand  that my
              election to participate in this Plan is completely voluntary on my
              part.

                   -------------------------------------------
                   Employee, Legal Name (Please print or type)

                   -------------------------------------------
                   Employee Signature Date

                   -------------------------------------------
                   Employee Social Security Number

Signed forms should be delivered to:

         Plan Administrator,
         Sun Bancorp, Inc.
         Employee Stock Purchase Plan,
         c/o  Human Resources Department,
         Sun Bancorp, Inc.
         226 Landis Avenue
         Vineland, New Jersey  08360

================================================================================

Plan Administrator:
-------------------            ---------------------------------------------

Payroll deductions to begin:
----------------------------   ---------------------------------------------

                                       A-2
** THIS DOCUMENT CONSTITUTES THE PROSPECTUS COVERING SECURITIES
           THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
                                  AS AMENDED.**

PROSPECTUS
----------

                          17,250 Shares of Common Stock

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

                                SUN BANCORP, INC.
                                  COMMON STOCK
                           (Par Value $1.00 Per Share)

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

                         ISSUABLE IN CONNECTION WITH THE
                                SUN BANCORP, INC.
                          DIRECTORS STOCK PURCHASE PLAN

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

         This Prospectus  covers 17,250 shares of common stock,  par value $1.00
per share (the "Common Stock"),  of Sun Bancorp,  Inc. (the "Company") which may
be issued from time to time by the  Company to holders of Options  granted or to
be granted by the Company to directors and advisory directors of the Company and
any subsidiary of the Company pursuant to the Sun Bancorp,  Inc. Directors Stock
Purchase Plan (the "Plan") and interests of participants thereunder.  Holders of
options  granted or to be granted under the Plan (the "Options") are referred to
herein as  "Participants."  Each  offer  made  under the Plan  pursuant  to this
Prospectus is made at the price and on the terms and conditions contained in the
Authorization Form entered into between the Company and each Participant.

         This  Prospectus  is for use as of the date  hereof  and in  subsequent
years.  Information which is likely to change from year to year will be included
in appendices to this Prospectus.

         The issued and outstanding Common Stock of the Company is traded on the
Nasdaq Small-Cap Market,  under the symbol "SNBC".  Shares of Common Stock which
may be issued upon exercise of Options  granted or to be granted under the Plan,
will  also be traded on the  Nasdaq  Small-Cap  Market.  On July 25,  1997,  the
average of the  closing  bid and ask  prices of the  Common  Stock in the NASDAQ
Small-Cap Market was $23.125 per share.

--------------------------------------------------------------------------------
THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------------------------------------------------------------------

                  The date of this Prospectus is August 1, 1997
No person has been  authorized to give any  information  or to make any
representation  not contained in this  Prospectus,  and, if given or made,  such
information or representation  must not be relied upon as having been authorized
by the  Company.  This  Prospectus  does  not  constitute  an offer to sell or a
solicitation  of an offer to buy any  securities  other  than the  Common  Stock
offered by this  Prospectus or an offer to sell or a solicitation of an offer to
buy such Common Stock in any  jurisdiction  to any person to whom it is unlawful
to make such offer or solicitation in such jurisdiction. Neither the delivery of
this  Prospectus nor any sale made  hereunder  shall,  under any  circumstances,
create  any  implication  that  there has been no change in the  affairs  of the
Company  or that the  information  contained  herein is  correct  as of any time
subsequent to the date hereof.
TABLE OF CONTENTS

                                Sun Bancorp, Inc.
                          Directors Stock Purchase Plan
Page
                                                                                                    ----
General Plan Information........................................................................      1

Administration..................................................................................      1

Purpose.........................................................................................      2

Securities to be Offered........................................................................      2

Eligibility to Participate in Plan..............................................................      2

Purchases of Securities Pursuant to the Plan
and Payment for Securities Offered..............................................................      2

       Term of the Plan.........................................................................      2
       Authorization Form.......................................................................      2
       Option Price.............................................................................      3
       Limitations on the Grant of Options......................................................      3
       Option Period............................................................................      3
       Non-transferability......................................................................      3
       Payment for Options......................................................................      3
       Fees and Expenses........................................................................      4
       Issuance of Common Stock.................................................................      4

Recapitalization, Merger, Consolidation, Change in
       Control and Similar Transactions.........................................................      5

Amendment and Termination of Plan...............................................................      5

Withdrawal from Participation...................................................................      5

Voting Rights of Common Stock Purchased.........................................................      6

Cash Dividends..................................................................................      6

Restrictions on Resale..........................................................................      7

Limitations on Participation ...................................................................      7

Federal Income Tax Consequences.................................................................      7

Reports to Participants.........................................................................      8

Additional Information..........................................................................      8

Annual Report to Shareholders...................................................................      9

Legal Opinion...................................................................................      9

Appendix A......................................................................................    A-1
  Authorization Form
Sun Bancorp, Inc.
                          Directors Stock Purchase Plan

General Plan Information
------------------------

         This Prospectus relates to 17,250 shares of the Common Stock, par value
$1.00 per share ("Common Stock"),  of Sun Bancorp,  Inc. (the "Company"),  which
will be offered upon exercise of options  granted or to be granted under the Sun
Bancorp,   Inc.   Directors  Stock  Purchase  Plan  ("Plan")  and  interests  of
participants  under the Plan.  Pursuant to the Plan,  17,250 shares are reserved
for issuance by the Company upon  exercise of Options  granted to directors  and
advisory directors of the Company and any parent and subsidiary corporations.

         The  Plan  is to  continue  in  effect,  until  the  shares  authorized
hereunder have been  distributed,  unless earlier  terminated or extended by the
Company.

         The Plan will not be  qualified  under  Section  401(a) of the Internal
Revenue Code of 1986, as amended  ("Code") and it is exempt from the  provisions
of the Employee Retirement Income Security Act of 1974, as amended.

         The statements  herein  concerning the terms and provisions of the Plan
are  summaries  and do not  purport  to be  complete.  All such  statements  are
qualified  in their  entirety by reference to the full text of the Plan as filed
as Exhibit 4.3 to the Registration Statement of which this Prospectus is a part.

         Additional  updating and other information with respect to the Plan and
the Common  Stock  offered  hereby may be  provided  in the future to holders of
Options  by  means of one or more  supplements  to this  Prospectus.  Additional
information about the Plan, plan  administration and the Company may be obtained
at the  Company's  principal  offices,  which are located at 226 Landis  Avenue,
Vineland, New Jersey 08360. Its telephone number is (609) 691-7700.

Administration

         The Company will serve as the Plan Administrator ("Plan Administrator")
to  administer  the Plan and make  purchases  of  Common  Stock as agent for the
Participants.  The Board of Directors of the Company  ("Board of Directors") has
the  authority  to make changes in the Plan and to appoint or to remove the Plan
Administrator,  at any time.  Until  changed by further  notice,  any notices or
communications  to the  Plan  should  be  directed  to the  Plan  Administrator,
Directors  Stock  Purchase Plan, c/o Human  Resources  Department,  Sun Bancorp,
Inc., 226 Landis Avenue, Vineland, New Jersey 08360.

         The  Plan   Administrator   will  keep  a  continuous  record  of  each
participant's  participation  and send  him/her a statement  of his/her  account
under the Plan for each calendar month in which a purchase of Common Stock under
his/her Plan account occurs.  The Plan  Administrator  will also hold and act as
custodian of shares purchased under the Plan.  Certificates for shares purchased
under  the Plan  will be held by the Plan  Administrator.  The  number of shares
credited  to a  Participant's  account  under the Plan will be shown on  his/her
statement  of account.  However,  certificates  for whole  shares  credited to a
Participant's  account  under the Plan will be issued to  him/her  upon  his/her
written  request to the Plan  Administrator,  at the  address  set forth  above.
Certificates for fractional share interests will not be issued.

                                        1
The Plan  Administrator  reserves the right to interpret the provisions
of the Plan. The Plan  Administrator may establish such procedures and make such
other  provisions for the  administration  and operation of the Plan as it deems
appropriate to give effect to the Plan's  purpose.  The Plan  Administrator  may
rely on the authority and correctness of written instructions  received from the
Company and Participants in administering the Plan.

Purpose

         The Plan offers a convenient  and  economical way for its directors and
advisory  directors to increase  their  ownership of shares of the Common Stock.
Once a director or advisory  director  of the  Company or Sun  National  Bank is
enrolled as a Participant in the Plan,  contributions  of up to $2,000 per month
may be made to the Plan and such funds  will be used to  purchase  Common  Stock
under the terms of the Plan.  Participation  in the Plan is strictly  voluntary,
and the  Participant  will pay 95% of the  purchase  price of the  Common  Stock
purchased  under the Plan.  The  Participant  pays no brokerage  commissions  or
service charges for purchases made under the Plan. Any such charges will be paid
by the Company.

Securities to be Offered

         The aggregate  number of shares of the Common Stock which may be issued
pursuant to Options  granted or to be granted under the Plan are 17,250  shares,
subject to certain  adjustments  for  changes in the  capital  structure  of the
Company,  as described  below.  See  "Recapitalization,  Merger,  Consolidation,
Change in Control and Similar Transactions".

Eligibility to Participate in Plan

         As of August 1, 1997, the effective date of the Plan, all directors and
advisory  directors  of the Company and its  subsidiaries  that,  along with the
Company,  is a member of a  controlled  group of  corporations  (as  defined  in
section 1563 of the Internal Revenue Code of 1986, as amended (the "Code")), are
eligible to participate in the Plan.

         An  eligible  director  or  advisory  director  may  join  the  Plan by
completing  the  Authorization  Form  provided  by the  Plan  Administrator  and
returning it to the Plan Administrator at the address noted at Section 2 herein.
Authorization  Forms  will be  furnished  to  eligible  directors  and  advisory
directors  at any time upon  request to the  Company.  An  eligible  director or
advisory  director  may join the Plan at any time to become  effective as of the
first day of the next  calendar  month after the request is received by the Plan
Administrator (the "Enrollment Date").

Purchases of Securities Pursuant to the Plan and Payment for Securities Offered

         Term of the Plan.  The Plan  became  effective  on August 1, 1997,  and
unless previously terminated,  the Plan shall continue in effect until the total
of 17,250 shares of Common Stock  reserved for issuance under the Plan have been
purchased, after which time no further awards may be granted.

         Authorization  Forms.  The Options granted under the Plan are evidenced
by the Authorization Form (the "Authorization  Form") as contained at Appendix A
and as  filed  as  Exhibit  4.4 to the  Registration  Statement  of  which  this
Prospectus is a part.

                                        2
Option  Price.  A  Participant  shall be granted an option to  purchase
Common Stock as of the last business day of each calendar  month  ("Option Grant
Date") at an option exercise price equal to 95% of the average purchase price of
the Common Stock purchased during the Investment  Period  immediately  following
the Option  Grant  Date.  Any  fraction of a cent will be rounded to the nearest
cent. Options granted hereunder shall be nontransferable.

         Limitations on Grant of Options.  Notwithstanding  any other provisions
of the Plan,  no  Participant  shall be granted  an Option  under the Plan which
permits  his or her  rights to  purchase  stock  under the Plan at a rate  which
exceeds  $25,000 of Fair Market Value of such stock  (determined  at the time of
the grant of such Option) for each calendar  year.  Any Option granted under the
Plan shall be deemed to be  modified  to the extent  necessary  to satisfy  this
Section.

         Option Period. The decision by a Participant to participate in the Plan
and to  exercise  an Option  to  purchase  stock  during  subsequent  Investment
Periods,  or to suspend  participation and not to exercise such options,  may be
changed  by a  Participant  to be  effective  as of the  first  day of the  next
calendar quarter (i.e., January 1, April 1, July 1 and October 1).

         Non-transferability.  No Option may be transferred,  assigned, pledged,
or hypothecated (whether by operation of law or otherwise),  and no Option shall
be  subject  to  execution,   attachment  or  similar  process.   Any  attempted
assignment,  transfer, pledge,  hypothecation or other disposition of an Option,
or levy of  attachment  or similar  process  upon the  Option  not  specifically
permitted herein shall be null and void and without effect.

         Payment for Options.  The Authorization Form directs the Company to pay
to the Plan  Administrator the amount  contributed from the  Participant's.  The
Authorization Form also directs the Plan Administrator to use these payments for
the  purchase of shares of Common  Stock of the Company in the  open-market,  or
directly from the Company.

         After an Authorization Form has been received by the Plan Administrator
and  payment  for  shares  has been  received,  such  funds  will be pooled  and
forwarded  to the Plan  Administrator  to buy  shares  of  Common  Stock for the
accounts of all  Participants  under the Plan not less than monthly prior to the
next "Investment  Period". The "Investment Period" shall consist of the calendar
month  following each receipt of funds by the Plan  Administrator,  during which
such  funds  are  invested  by the Plan  Administrator  in  Common  Stock of the
Company. To the extent  administratively  feasible, such funds shall be invested
on the first  business day of each  Investment  Period,  or as soon as practical
thereafter. No interest will be paid by the Company or the Plan Administrator on
amounts held on behalf of a Participant awaiting investment.

         The Participant will specify on the Authorization Form the amount to be
contributed from each month.  Contributions  may be authorized in even multiples
of $5.00  from a minimum  of $10.00 to a  maximum  of $2,000  per month  (not to
exceed  $25,000 per  calendar  year);  provided  further  that such  amounts are
subject to reduction so that the  aggregate sum of such  contributions  for each
Participant plus cash dividends credited to each Participant's account shall not
exceed the limitations of $25,000 per year of stock purchases under the Plan. No
interest will be paid on contributions amounts awaiting investment.

         The amount of a Participant's  contributions may be revised, changed or
terminated by the  Participant  at any time by timely written notice to the Plan
Administrator. An Authorization Form should

                                        3
be  used  for  these  purposes.   Commencement,   revision,  or  termination  of
contributions  will become  effective as of the first day of the following  each
January  1, April 1, July 1 or October 1 after the  request is  received  by the
Plan Administrator.

         During  each  Investment  Period,  accumulated  contributions  from all
Participants  will be pooled and used to purchase  shares of Common Stock in the
open-market,  or otherwise,  for the accounts of the  Participants.  The Company
shall  transmit  sufficient  funds  to the Plan  Administrator  in  addition  to
accumulated contributions necessary to permit the Plan Administrator to purchase
Common Stock during each Investment  Period without regard to any purchase price
discounts in accordance  with the Plan.  The maximum number of whole shares will
be purchased.  Any contributions remaining after purchase of such maximum number
of whole shares will be retained  and applied to the  purchase of shares  during
the next Investment  Period.  Each  Participant's  account will be credited with
his/her pro rata share (computed to four decimal places) of the shares purchased
and any  additional  contributions  which have been  accumulated.  The number of
shares credited to each Participant's account will depend upon the amount of the
Participant's  contributions  and the option  exercise  price as  determined  as
provided under the heading "Option Price."

         The Company and the Plan  Administrator in administering  the Plan will
not be liable for any act done in good faith or for the good faith  omission  to
act,  including,  without  limitation,  any claim of  liability  arising  out of
failure to terminate a Participant's  account upon such  Participant's  death or
judicially  declared  incompetency prior to receipt by the Plan Administrator of
timely  notice in writing of such death or  incompetency  or with respect to the
prices at which shares are  purchased  for the  Participant's  account,  and the
times when such  purchases are made, or with respect to any loss or  fluctuation
in the market value after purchase of shares of Common Stock.

         A  Participant's  investment in shares  acquired  under the Plan is not
different  from  direct  investment  in shares of Common  Stock of the  Company,
except to the extent that the  purchase  price of such Common  Stock paid by the
Participant  shall be equal to 95% of the actual  purchase  price of such Common
Stock by the Plan  Administrator  and that an investment  election decision will
not be effective until the first of the next calendar  quarter.  The Participant
bears the risk of loss and  realizes  the benefits of any gain from market price
changes  with  respect to all such shares of Common Stock held by him/her in the
Plan, or otherwise.

         Fees and Expenses.  Participants will incur no brokerage commissions or
service  charges  for  purchases  of Common  Stock made under the Plan.  Certain
charges as  described  under the heading  "Withdrawal"  may be  incurred  upon a
Participant's withdrawal from the Plan or upon termination of the Plan. The Plan
Administrator may deduct expenses from the Plan to the extent that such expenses
have not been paid directly by the Company;  provided that not less than 15 days
written  notice of such  intent  to make such  deductions  is  furnished  to the
Company.

         Issuance of Common Stock.  Shares issued to Participants  upon exercise
of  Options  shall be  either  newly  issued  shares  of the  Company  or shares
purchased in the open market, at the Company's  discretion.  In either case, the
participant shall not pay any fees, commissions or other charges for such Common
Stock other than the exercise price in accordance  with the Plan.  Cash proceeds
from the sale of Common Stock newly  issued  pursuant to the exercise of Options
will be  added  to the  general  funds of the  Company  to be used  for  general
corporate  purposes.  Shares of Common Stock shall not be issued with respect to
any Option  granted  under the Plan  unless the  issuance  and  delivery of such
Common  Stock  shall  comply with all  relevant  provisions  of law,  including,
without limitation, the Securities Act

                                        4
of 1933,  as amended,  the rules and  regulations  promulgated  thereunder,  any
applicable state securities law, and the requirements of any stock exchange upon
which the Common Stock may then be listed.

         Inability of the Company to obtain approval from any regulatory body or
authority  deemed by the  Company or counsel  thereto  to be  necessary  for the
lawful issuance and sale of any Common Stock hereunder shall relieve the Company
of any liability with respect to the  non-issuance or sale of such Common Stock.
As a condition to the exercise of an Option,  the Company may require the person
exercising  the Option to make such  representations  and  warranties  as may be
necessary  to  assure  the  availability  of an  exemption  from any  additional
registration requirements of federal or state securities laws.

Recapitalization,   Merger,   Consolidation,   Change  in  Control  and  Similar
Transactions

         Subject to any required action by the shareholders of the Company,  the
aggregate  number of shares of Common  Stock for which  Options  may be  granted
under the Plan, the number of shares of Common Stock covered by each outstanding
Option,  and the  exercise  price per share of Common Stock of each Option shall
all be  proportionately  adjusted  for any increase or decrease in the number of
issued and  outstanding  shares of Common Stock  resulting from a subdivision or
consolidation  of shares or the payment of a stock  dividend on the Common Stock
or any other  increase or decrease in the number of such shares of Common  Stock
effected without a receipt of consideration by the Company.

         Upon the dissolution or liquidation of the Company, or upon a merger or
consolidation  of  the  Company  in  which  the  Company  is not  the  surviving
corporation, each Option granted hereunder shall expire as of the effective date
of such transaction.

Amendment and Termination of Plan

         Although  the  Company  intends  to  continue  the Plan until the total
number of  shares  authorized  under  the Plan  shall  have  been  purchased  by
Participants, the Company reserves the right to suspend, modify or terminate the
Plan at any time. Any such  suspension,  modification  or termination  shall not
affect a Participant's right to receive shares of Common Stock already purchased
for him/her  (except  that the Company may take any action  necessary  to comply
with applicable law). Upon the termination of the Plan, the Company shall return
to Participants any uninvested accumulated contributions as soon as practicable.

Withdrawal from Participation

         A Participant may withdraw from the Plan at any time to be effective as
of the first day of any calendar quarter (January 1, April 1, July 1 and October
1). Upon termination of service with the Company,  participation  under the Plan
shall  immediately  cease and no  unexercised  options to purchase  Common Stock
under the Plan shall be deemed exercisable. Termination of service shall include
termination as a result of death or disability of the Participant.

         To  withdraw  from  the  Plan,  a  Participant  must  notify  the  Plan
Administrator  in  writing  of his/her  withdrawal.  In the event a  Participant
withdraws,  or in the event of the  termination  of the Plan,  certificates  for
whole  shares  credited to the account of the  withdrawing  Participant,  or all
Participants  in the case of a termination of the Plan, will be delivered by the
Plan  Administrator  and a cash  payment  will be made for the sale price  (less
brokerage commission and transfer taxes, if any) of any fractional share

                                        5
interests  and any  additional  contributions  credited  to the  account  of the
withdrawing Participant, or all Participants in the case of a termination of the
Plan. The Plan  Administrator may establish such equitable  arrangements for the
sale  of  fractional  share  interests  as  it  shall  deem  appropriate.  As an
alternative  to receiving  certificates  for whole  shares,  a  Participant  may
request the Plan  Administrator to sell such shares to be distributed  under the
Plan. The proceeds from the sale of such shares, less any brokerage  commissions
and  any  transfer  taxes,  will  be  remitted  to  the  Participant.  The  Plan
Administrator  may  accumulate  requests to sell Common Stock under the Plan and
sale transactions,  if necessary, will occur in the subsequent Investment Period
from  which  they  are  received,  as  determined  by  the  Plan  Administrator.
Alternatively,  Common Stock  directed for sale during an  Investment  Period in
which there is also a request to purchase  Common Stock  during such  Investment
Period  may be  matched  by the  Plan  Administrator  for  the  benefit  of Plan
Participants  (both  sellers and  purchasers)  without the need to execute  such
transaction  on the  national  securities  exchange in which such  Common  Stock
trades. The trade price on such matched transactions will be deemed to equal the
average purchase price paid by the Plan Administrator for all other Common Stock
purchased  by the Plan  Administrator  under  the Plan  during  that  Investment
Period.

         If a request by a Participant  to withdraw from the Plan is received by
the Plan  Administrator  prior to the first  day of any  calendar  quarter,  the
amount of the  contributions  made to be  invested  during  the next  Investment
Period will not be so invested.  In either event,  no  subsequent  contributions
will  be  accepted  from  the   Participant,   unless  he/she  completes  a  new
Authorization Form.

         Notwithstanding  the  foregoing,  upon  written  request  to  the  Plan
Administrator,  a Participant may request the  distribution of shares held under
the Plan in stock  certificates  of not less  than 100 share  increments  at any
time. Alternatively, a Participant may request that such distribution be made in
the form of cash,  in  which  case  such  distribution  of cash  will be made in
accordance with the procedures  noted above,  with the proceeds from the sale of
such shares,  less any brokerage  commissions and any taxes,  if applicable,  as
noted above. Such distribution of Plan shares shall not be deemed a "Withdrawal"
under the Plan.

Voting Rights of Common Stock Purchased

         Each   Participant   will  have  the   authority  to  direct  the  Plan
Administrator  in the manner of voting the number of whole shares and fractional
shares of Common  Stock held in his/her  account.  The  Company  will pay for or
reimburse the Plan  Administrator for the expenses  associated with solicitation
of voting proxies and  distribution of related  materials  performed by the Plan
Administrator.  The aggregate number of remaining shares representing shares for
which no Participant  voting  instructions are received in a timely manner shall
not be voted by the Plan Administrator.

Cash Dividends

         Cash dividends paid on shares credited to a Participant's  account will
be retained in the Participant's account and invested in Common Stock as soon as
practicable  following the dividend  payment date.  Dividend  amounts payable to
Participants will be rounded to the nearest whole cent in the case of fractional
share  interests.  Receipt  of cash  dividends  under  the Plan  shall be deemed
taxable income. See "Federal Income Tax Consequences."

                                        6
Restrictions on Resale

         Unless  specifically  included as a term and  condition  of any Option,
there are no restrictions on the resale of Common Stock acquired under the Plan.
Such shares of Common Stock,  however, may be resold only in compliance with the
registration  requirements  of the Securities Act of 1933, as amended (the "1933
Act"), and applicable state securities laws.

         Under the 1933 Act,  affiliates  of the  Company  generally  may resell
shares of Common  Stock  purchased  pursuant to the Plan only (i) in  accordance
with the  provisions  of Rule 144  under the 1933 Act,  or (ii)  pursuant  to an
applicable  current and  effective  registration  statement  under the 1933 Act,
including Form S-1 or Form S-18, but not Form S-8.

         As defined in Rule 405 under the 1933 Act, an  affiliate of the Company
is a person who  directly,  or  indirectly  through one or more  intermediaries,
controls,  or is controlled by, or is under common control with the Company. The
determination  of whether a person is an affiliate of the Company is primarily a
factual  one  based  upon  whether  he   possesses,   directly  or   indirectly,
individually  or in  concert  with  others,  the  power to  direct  or cause the
direction  of the  management  or policies of the Company,  whether  through the
ownership of voting stock, by executive position, by membership on the Board, by
contract or otherwise.  Therefore,  each Participant  should consult his counsel
concerning  whether  he is  an  affiliate  of  the  Company  and  the  attendant
restrictions on the resale under the 1933 Act of Common Stock acquired  pursuant
to the Plan.

Limitations on Participation

         Participants  under  the  Plan  who are  deemed  to be  subject  to the
reporting and liability  provisions of Section 16 of the Securities and Exchange
Act of 1934 ("1934 Act") and the rules and  regulations  promulgated  thereunder
("Executive Officers") shall be subject to the following additional provisions:

         a. Common Stock purchased under the Plan shall be held for a minimum of
            six-months following the date of such purchase under the Plan.

         b. Such   Executive   Officers   who   suspend   monthly    Participant
            contributions  under the Plan may not commence future  participation
            under  the  Plan  for at  least  six-months  from  the  date of such
            cessation of participation.

         Such  additional  limitations  related to  participation  by  Executive
Officers of the Company  shall not be effective  with  respect to  distributions
made  in  connection  with  death,  retirement,  disability  or  termination  of
employment.

Federal Income Tax Consequences

         Under present federal income tax laws,  awards under the Plan will have
the following consequences:

            (1) The grant of an Option to purchase stock under the Plan will not
         by  itself,  result  in  the  recognition  of  taxable  income  to  the
         Participant  or entitle the Company to a deduction  at the time of such
         grant.

                                        7
(2) The  exercise  of an Option will  result in the  recognition  of
         taxable income to the Participant of ordinary income by the Participant
         on the date of exercise in an amount  equal to the  difference  between
         the exercise price of such Option (i.e., 95% of the market price of the
         stock purchased) and the Fair Market Price of such Common Stock.

            (3) The subsequent sale of the Common Stock may result in additional
         taxable income  (long-term or short-term  capital gains) based upon the
         difference  between  the sale  price of such  Common  Stock and the tax
         basis of such Common Stock acquired.

            (4)  Receipt  of cash  dividends  on stock  held under the Plan will
         result  in  taxable  income  to the  Participant  in the year  received
         without regard to the  reinvestment  of such dividends for the purchase
         of additional Common Stock under the Plan.

         The  foregoing  provides a general  summary of the  federal  income tax
consequences  applicable to  participation  under the Plan. Each  Participant is
urged to consult his or her own tax advisor for  information  regarding  federal
and state tax consequences applicable to them.

Reports to Participants

         Each  Participant  will receive a statement of his/her account not less
than four times per year.  Upon written  request,  a Participant  may receive an
account statement for each calendar month in which he/she purchases Common Stock
under  the  Plan.  Participants  will also  receive  communications  sent by the
Company to other stockholders,  including the Annual Report of the Company,  and
its Notice of Annual  Meeting and Proxy  Statement.  Participants  will  receive
information  necessary for reporting  income  realized by them under the Plan to
the  Internal  Revenue  Service.  Any  person  wishing to receive a copy of such
Annual  Report may obtain a copy by writing the Company at the address set forth
below under "Additional Information."

Additional Information

         Additional  updating  information  with respect to the Common Stock and
the Plan covered herein may be provided in the future to participants  under the
Plan by means of appendices to this Prospectus.  The nature and frequency of any
reports to be made to participants as to their participation in the Plan will be
determined by the Plan Administrator and the Company.

         The Company upon written or oral request, will provide,  without charge
to  participants,  a copy of its  latest  Annual  Report to  Stockholders  (when
available)  and a  copy  of  any  and  all  of  the  documents  that  have  been
incorporated by reference in Item 3 of Part II of the Registration  Statement of
which this Prospectus is a part, and that such documents are deemed incorporated
by reference in this 1933 Act Section 10(a) Prospectus. Further, other documents
required to be delivered to Plan  participants as specified in Item 9 of Part II
of the Registration  statement are available upon request.  Any such request can
be oral or in writing and should be addressed to the  Corporate  Secretary,  226
Landis  Avenue,  Vineland,  New  Jersey  08360.  Its  telephone  number is (609)
691-7700.

                                        8
Annual Report to Shareholders

         The Company's  financial  statements  for the period ended December 31,
1996, as contained in the Company's Form 10-K are  incorporated  by reference in
the  Registration  Statement to which this  Prospectus is a part. In the future,
the  Company's  latest  Annual  Report  to  Stockholders,   including  financial
statements,  will be  mailed  to all  stockholders  of record as of the close of
business on such record date. Any person wishing to receive a copy of the Annual
Report to  Stockholders  may obtain a copy by writing the Company at the address
set forth below under "Additional Information."

Legal Opinion

         The validity of the Common Stock offered hereby will be passed upon for
the Company by Malizia,  Spidi, Sloane & Fisch, P.C., 1301 K Street, N.W., Suite
700 East, Washington, D.C. 20005.

                                        9
APPENDIX A

                                Sun Bancorp, Inc.
                          Directors Stock Purchase Plan
                               Authorization Form
                               ------------------

A.  |_|   I hereby  authorize Sun Bancorp,  Inc. to accept my monthly payment of
          $_____________  (minimum  of $10, in  increments  of $5, not to exceed
          $2,000 per month beginning on ____________  and continuing  thereafter
          until  otherwise  notified.  Such amounts shall be paid by the Company
          when receive to Sun Bancorp, Inc. as the Plan Administrator of the Sun
          Bancorp,  Inc.  Directors  Stock  Purchase  Plan (the  "Plan")  at the
          address  noted  below,  for the  exercise of options to  purchase  Sun
          Bancorp,  Inc.  Common Stock in the  open-market  or directly from the
          Company for my Plan account  maintained by the Plan  Administrator  in
          accordance with the terms of the Plan.

B.  |_|  I hereby request the delivery of _____ shares of Common Stock  held  in
         my account under the Plan.

C.  |_|  I hereby request that _____ shares of Common Stock held in may  account
          under the Plan be  distributed  to me in the form of cash as  provided
          under the Plan.

D.  |_|  I hereby request that my participation under the Plan cease as soon  as
         administratively feasible.

E.  |_|  I hereby waive participation in the Plan at this time.

                                       A-1
I understand that all such transactions by the Plan Administrator on
            my behalf shall be made subject to the Plan's terms and  conditions.
            I understand  that I can terminate  this election to  participate in
            the Plan at any time.  Further,  I hereby  acknowledge  receipt of a
            copy of the Prospectus  related to participation  under the Plan and
            understand   that  my  election  to  participate  in  this  Plan  is
            completely voluntary on my part.

                 ------------------------------------------------
                 Participant, Legal Name (Please print or type)

                 ------------------------------------------------
                 Participant Signature                       Date

                 ------------------------------------------------
                 Social Security Number

Signed forms should be delivered to:

         Plan Administrator,
         Sun Bancorp, Inc.
         Directors Stock Purchase Plan,
         c/o  Corporate Secretary
         Sun Bancorp, Inc.
         226 Landis Avenue
         Vineland, New Jersey  08360

         =======================================================================

Plan Administrator:
-------------------         ----------------------------------

Participation to begin:
-----------------------     ----------------------------------

                                       A-2
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

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

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934 (the  "1934  Act"),  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, 1996, as filed with the Commission;

         (b) The Company's  Quarterly Reports on Form 10-Q for the quarter ended
March 31, 1997, as filed with the Commission;

         (c) all other reports to be filed pursuant to Section 13(a) or 15(d) of
the Securities and Exchange Act of 1934, as amended (the "Exchange Act"); and

         (d) the  description  of the Common  Stock,  contained in the Company's
Registration  Statement  on Form 10-A as filed with the  Commission  on June 28,
1996 and all  amendments  thereto or reports  filed for the  purpose of updating
such description.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14,  and 15(d) of the  Exchange  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.

                                      II-1
Item 6.  Indemnification of Directors and Officers.
---------------------------------------------------

         Section  14A:3-5 of the New Jersey  Business  Corporation  Law  ("BCL")
provides that an officer, director,  employee or agent may be indemnified by the
Company  from and against  expenses,  judgments,  fines,  settlements  and other
amounts actually and reasonably incurred in connection with threatened,  pending
or  contemplated  "proceedings"  (including  civil,  criminal,   administrative,
arbitrative  action  or  investigative  proceedings)  in which  such  person  is
involved by reason of such person's  position with the Company,  provided that a
determination  has been  made (by a  majority  vote of a  quorum  consisting  of
directors  who were not parties to such  proceeding,  or if such a quorum is not
obtainable,  by  independent  legal  counsel  in a  written  opinion,  or by the
stockholders)  that such  person  acted in good faith and in a manner  that such
person  reasonably  believes to be in, or not opposed to, the best  interests of
the Company.  Such person may not be indemnified if the person has been adjudged
liable for negligence or misconduct in the  performance of such person's duty to
the Company unless the court otherwise determines.

         Provisions regarding indemnification of directors,  officers, employees
or agents of the  Company  are  contained  in  Article  Eighth of the  Company's
Certificate of Incorporation.

         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.

         Additionally,  the  Company  has in  force  a  Directors  and  Officers
Liability Policy  underwritten by Saint Paul Insurance Company with a $2 million
aggregate  limit of liability  and an aggregate  deductible  of $50,000 per loss
both for claims directly against officers and directors and for claims where the
Company is required to indemnify directors and officers.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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.

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;

                                      II-2
(i)     To include any prospectus required by Section 10(a)(3)
                  of the Securities Act of 1933;

                  (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.  Notwithstanding  the  foregoing,  any  increase or
                  decrease  in volume of  securities  offered  (if total  dollar
                  value of  securities  offered  would not exceed that which was
                  registered)  and any deviation from the low or high and of the
                  estimated  maximum offering range may be reflected in the form
                  of  prospectus  filed  with the  Commission  pursuant  to Rule
                  424(b) if, in the  aggregate,  the changes in volume and price
                  represent  no  more  than 20  percent  change  in the  maximum
                  aggregate  offering  price  set forth in the  "Calculation  of
                  Registration   Fee"  table  in  the   effective   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 no apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained  in  periodic  reports  filed  with  or  furnished  to the  SEC by the
registrant  pursuant to Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 that are incorporated by reference in the registration statement;

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, 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 Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  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.

         (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  Securities  Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus,  to deliver, or
case to be delivered to each person to whom the prospectus is sent or given,

                                      II-3
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
Securities Act of 1933 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   appropriate   jurisdiction   the  question  whether  such
indemnification  by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.

                                      II-4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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,  State of New Jersey, on the 15th day
of July, 1997.

                              SUN BANCORP, INC.

                              By:      /s/Adolph F. Calovi
                                       -----------------------------------------
                                       Adolph F. Calovi
                                       President and Chief Executive Officer
                                       (Duly Authorized Representative)

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities indicated as of July 15, 1997.

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

/s/Robert F. Mack
--------------------------------------------  ----------------------------------
Robert F. Mack                                Anne E. Koons
Senior Vice President and                     Director
Chief Financial Officer
(Principal Financial and Accounting Officer)

/s/Sidney R. Brown
--------------------------------------------
Sidney R. Brown
Director

/s/Philip W. Koebig, III
--------------------------------------------
Philip W. Koebig, III
Executive Vice President and Director

/s/Peter Galetto, Jr.
--------------------------------------------
Peter Galetto, Jr.
Director
POWER OF ATTORNEY

         We, the  undersigned  directors  and officers  of, do hereby  severally
constitute  and appoint Philip W. Koebig,  III 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 Philip W. Koebig, III may deem necessary
or advisable to enable the registrant 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 this Registration Statement on Form S-8
relating to the registrant,  including  specifically,  but not limited to, power
and  authority  to  sign  for us or any of us in  our  names  in the  capacities
indicated  below,  the  Registration   Statement  and  any  and  all  amendments
(including post-effective  amendments) thereto; and we hereby ratify and confirm
all that Philip W. Koebig, III 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.

By:/s/Adolph F. Calovi                                         July 15, 1997
   ----------------------------------------------------
     Adolph F. Calovi
     President, Chief Executive Officer and Director
     (Principal Executive Officer)

By:/s/Robert F. Mack                                           July 15, 1997
   ----------------------------------------------------
     Robert F. Mack
     Senior Vice President and Chief Financial Officer
     (Principal Financial and Accounting Officer)

By:/s/Sidney R. Brown                                          July 15, 1997
   ----------------------------------------------------
     Sidney R. Brown
     Director

By:/s/Philip W. Koebig, III                                    July 15, 1997
   ----------------------------------------------------
     Philip W. Koebig, III
     Executive Vice President and Director

By:/s/Peter Galetto, Jr.                                       July 15, 1997
   ----------------------------------------------------
     Peter Galetto, Jr.
     Director
By:                                                                       , 1997
   ----------------------------------------------------        -----------
     Bernard A. Brown
     Chairman of the Board and Director

By:                                                                       , 1997
   --------------------------------------------                -----------
     Anne E. Koons
     Director
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
undersigned has duly caused this  Registration  Statement to be signed on behalf
of  the  Sun  Bancorp,   Inc.  Employee  Stock  Purchase  Plan,  thereunto  duly
authorized,  in the City of  Vineland,  State of New Jersey,  on the 15th day of
July, 1997.

                           SUN BANCORP, INC.
                           EMPLOYEE STOCK PURCHASE PLAN

                           By:       /s/Adolph F. Calovi
                                     -------------------------------------------
                                     Adolph F. Calovi
                                     President and Chief Executive Officer
                                     (Duly Authorized Representative)
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
undersigned has duly caused this  Registration  Statement to be signed on behalf
of  the  Sun  Bancorp,  Inc.  Directors  Stock  Purchase  Plan,  thereunto  duly
authorized,  in the City of  Vineland,  State of New Jersey,  on the 15th day of
July, 1997.

                           SUN BANCORP, INC.
                           DIRECTORS STOCK PURCHASE PLAN

                           By:       /s/Adolph F. Calovi
                                     -------------------------------------------
                                     Adolph F. Calovi
                                     President and Chief Executive Officer
                                     (Duly Authorized Representative)
INDEX TO EXHIBITS

Exhibit          Description                                                Page
-------          -----------                                                ----

  4.1            Sun Bancorp, Inc.
                 Employee Stock Purchase Plan                                41

  4.2            Employee Stock Purchase Plan Authorization Form             51

  4.3            Sun Bancorp, Inc.
                 Directors Stock Purchase Plan                               54

  4.4            Directors Stock Purchase Plan Authorization Form            63

  5.1            Opinion of Malizia, Spidi, Sloane & Fisch, P.C. as to
                 the validity of the Common Stock being registered           66

 23.1            Consent of Malizia, Spidi, Sloane & Fisch, P.C.
                 (appears in their opinion filed as Exhibit 5.1)             ---

 23.2            Consent of Independent Auditors                             67

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