As filed with the Securities and Exchange Commission on June 26, 2002

                                                     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
                                 (856) 691-7700
                     --------------------------------------
                    (Address of Principal Executive Offices)

                    Sun Bancorp, Inc. 2002 Stock Option Plan
          Sun Bancorp, Inc. Amended and Restated 1997 Stock Option Plan
          -------------------------------------------------------------
                            (Full Title of the Plans)

                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                           1100 New York Avenue, N.W.
                                 Suite 340 West
                             Washington, D.C. 20005
                                 (202) 434-4660
        -----------------------------------------------------------------
            (Name, Address and Telephone Number of Agent for Service)

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
======================================================================================================================
       Title of                                     Proposed Maximum        Proposed Maximum            Amount of
     Securities To              Amount To          Offering Price Per      Aggregate Offering          Registration
     Be Registered            Be Registered               Share                   Price                    Fee
     -------------            -------------               -----                  -------                  ----
     Common Stock
<S>                      <C>                         <C>                  <C>                        <C>
    $1.00 par value           772,800 shares (1)         11.38(2)             $8,794,464(2)               $809.09
     Common Stock
    $1.00 par value         1,160,681 shares (1)         12.80(2)            $14,856,717(2)             $1,366.82
     Common Stock
    $1.00 par value            50,862 shares (1)         14.03(2)               $713,594(2)                $65.65
======================================================================================================================
</TABLE>
(1)  The maximum  number of shares of common  stock  issuable  upon  exercise of
     options  granted or to be granted  under the Sun Bancorp,  Inc.  2002 Stock
     Option Plan  consists of 787,500  shares which are being  registered  under
     this Registration  Statement and for which a registration fee is being paid
     and under the  Amended and  Restated  1997 Stock  Option  Plan  consists of
     1,196,843  shares.  Additionally,  an  indeterminate  number of  additional
     shares which may be offered and issued to prevent  dilution  resulting from
     stock splits,  stock dividends or similar transactions are being registered
     hereunder for which no additional fee is required.

(2)  An aggregate  of 1,984,343  shares are being  registered  hereby,  of which
     772,800  shares  under the 2002  Stock  Option  Plan are under  option at a
     weighted  average  exercise  price of $11.38 per share  ($8,794,464  in the
     aggregate),  1,160,681  shares  under the 1997 Stock  Option Plan are under
     option  at  a  weighted   average   exercise  price  of  $12.80  per  share
     ($14,856,717 in the aggregate). The remainder of such shares, which are not
     presently  subject to options (50,862  shares),  are being registered based
     upon the average of the high and low selling  prices of the Common Stock of
     the Registrant as reported on the Nasdaq  National  Market on June 21, 2002
     of $14.03 per share  ($713,594 in the  aggregate)  for a total  offering of
     $24,364,775.

Under Rule 462 of the 1933 Act, the Registration  Statement on Form S-8 shall be
effective upon filing with the SEC.
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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

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

         *This  Registration  Statement relates to the registration of 1,984,343
shares of Sun Bancorp,  Inc. (the "Company" or "Registrant") common stock, $1.00
par value per share (the "Common  Stock")  issuable to  employees,  officers and
directors of the Registrant or its  subsidiaries as compensation for services in
accordance with the Sun Bancorp, Inc. 2002 Stock Option Plan under which 787,500
shares are issuable and the Sun Bancorp,  Inc.  Amended and Restated  1997 Stock
Option Plan under  which  1,196,843  shares are  issuable  (together,  "Plans").
Documents  containing the  information  required by Part I of this  Registration
Statement  will be sent or given to  participants  in the Plans as  specified by
Rule  428(b)(1).  Such  documents are not filed with the Securities and Exchange
Commission (the "Commission")  either as part of this Registration  Statement or
as prospectuses or prospectus  supplements  pursuant to Rule 424, in reliance on
Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

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

         The following  documents filed by the Company are  incorporated in this
Registration   Statement  and  the  Prospectus   constituting  Part  I  of  this
Registration Statement:

         (1) The Company's  Annual Report on Form 10-K for the fiscal year ended
December 31, 2001, as filed with the Commission;

         (2) The Company's  Quarterly  Report on Form 10-Q for the quarter ended
March 31, 2002, as filed with the Commission;

         (3) Current  Report on  Form 8-K (Date of Event:  April 25,  2002),  as
filed with the Commission on April 26, 2002; and

         (4) The  Company's  Registration  Statement on Form 10-A, as filed with
the Commission on June 28, 1996.

         All  documents  filed by the Company  pursuant  to Sections  13, 14, or
15(d) of the 1934 Act after the date hereof and prior to the  termination of the
offering of the shares of Common Stock shall be deemed to

                                        2

<PAGE>

be incorporated by reference into this  Registration  Statement and to be a part
hereof from the date of filing of such documents.

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

         Not Applicable.

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

         Not Applicable.

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

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

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

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

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

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

         Additionally,  the  Company  has in  force  a  directors  and  officers
liability policy underwritten by Fidelity and Deposit Company of Maryland with a
$15.0  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 ("1933  Act") may be permitted to  directors,  officers,  or persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification  is against  public  policy as  expressed in the 1933 Act and is
therefore unenforceable.

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

         Not Applicable.

                                        3

<PAGE>

Item 8.  Exhibits.
------

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

Item 9.  Undertakings.
------

          (a)  The undersigned registrant hereby undertakes:

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

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

               (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, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the registrant  pursuant to Section 13 or 15(d) of the
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 is not set forth in the

                                        4

<PAGE>

prospectus,  to  deliver,  or cause to be  delivered  to each person to whom the
prospectus is sent or given,  the latest  quarterly  report that is specifically
incorporated  by reference in the  prospectus to provide such interim  financial
information.

         (d)  Insofar  as  indemnification  for  liabilities  arising  under the
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  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public  policy  expressed in the 1933 Act and
will be governed by the final adjudication of such issue.

                                        5

<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Vineland in the State of New Jersey, on the 21st day
of June 2002.

                                     SUN BANCORP, INC.


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



                                POWER OF ATTORNEY

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

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

<TABLE>
<CAPTION>
<S>                                             <C>
/s/Bernard A. Brown                                  /s/Thomas A. Bracken
---------------------------------------------        -------------------------------------------------------------
Bernard A. Brown                                     Thomas A. Bracken
Chairman of the Board                                President, Chief Executive Officer and Director
                                                     (Principal Executive Officer)

Date: June 21, 2002                                  Date: June 21, 2002
      ---------------------------------------              -------------------------------------------------------


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


Date: June 21, 2002                                  Date: June 21, 2002
      ---------------------------------------              -------------------------------------------------------





<PAGE>



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

Date: June 21, 2002                                 Date: June 21, 2002
      ---------------------------------------             --------------------------------------------------------


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

Date: June 21, 2002                                 Date: June 21, 2002
      ---------------------------------------             --------------------------------------------------------


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

Date: June 21, 2002                                 Date: June 21, 2002
      ---------------------------------------             --------------------------------------------------------


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

Date: June 21, 2002                                 Date: June 21, 2002
      ---------------------------------------             --------------------------------------------------------


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

Date: June 21, 2002                                 Date: June 21, 2002
      ---------------------------------------             --------------------------------------------------------


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

Date: June 21, 2002                                 Date: June 21, 2002
      ---------------------------------------             --------------------------------------------------------


/s/Timothy J. Wilmott
---------------------------------------------
Timothy J. Wilmott
Director


Date: June 21, 2002
      ---------------------------------------
</TABLE>



<PAGE>

                                INDEX TO EXHIBITS


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

4.1           Sun Bancorp, Inc. 2002 Stock Option Plan

4.2           Sun Bancorp, Inc. Amended and Restated 1997 Stock Option Plan

4.3           Form of Stock Option Agreement to be entered into with respect to
              Incentive Stock Options under the 2002 Plan

4.4           Form of Stock Option Agreement to be entered into with Directors
              with respect to Non-Incentive Stock Options under the 2002 Plan

4.5           Form of Stock Option Agreement to be entered into with respect to
              Incentive Stock Options under the 1997 Plan

4.6           Form of Stock Option Agreement to be entered into with respect to
              Non-Incentive Stock Options under the 1997 Plan

4.7           Form of Stock Award Tax Notice

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

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

23.2          Consent of Deloitte & Touche LLP

24            Reference is made to the Signatures section of this Registration
              Statement for the Power of Attorney contained therein
[{"type": "S-8", "sequence": "1", "filename": "s8_062802-0079.txt", "description": "FORM", "secsgml_size_bytes": 24219}]
{"company-data": {"conformed-name": "SUN BANCORP INC /NJ/", "cik": "0001017793", "assigned-sic": "6029", "irs-number": "521382541", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91184", "film-number": "02687319"}, "business-address": {"street1": "226 LANDIS AVENUE", "city": "VINELAND", "state": "NJ", "zip": "08360", "phone": "8566917700"}, "mail-address": {"street1": "226 LANDIS AVE", "city": "VINELAND", "state": "NJ", "zip": "08360"}}
As filed with the Securities and Exchange Commission on June 26, 2002

                                                     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
                                 (856) 691-7700
                     --------------------------------------
                    (Address of Principal Executive Offices)

                    Sun Bancorp, Inc. 2002 Stock Option Plan
          Sun Bancorp, Inc. Amended and Restated 1997 Stock Option Plan
          -------------------------------------------------------------
                            (Full Title of the Plans)

                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                           1100 New York Avenue, N.W.
                                 Suite 340 West
                             Washington, D.C. 20005
                                 (202) 434-4660
        -----------------------------------------------------------------
            (Name, Address and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
======================================================================================================================
       Title of                                     Proposed Maximum        Proposed Maximum            Amount of
     Securities To              Amount To          Offering Price Per      Aggregate Offering          Registration
     Be Registered            Be Registered               Share                   Price                    Fee
     -------------            -------------               -----                  -------                  ----
     Common Stock
$1.00 par value           772,800 shares (1)         11.38(2)             $8,794,464(2)               $809.09
     Common Stock
    $1.00 par value         1,160,681 shares (1)         12.80(2)            $14,856,717(2)             $1,366.82
     Common Stock
    $1.00 par value            50,862 shares (1)         14.03(2)               $713,594(2)                $65.65
======================================================================================================================
(1)  The maximum  number of shares of common  stock  issuable  upon  exercise of
     options  granted or to be granted  under the Sun Bancorp,  Inc.  2002 Stock
     Option Plan  consists of 787,500  shares which are being  registered  under
     this Registration  Statement and for which a registration fee is being paid
     and under the  Amended and  Restated  1997 Stock  Option  Plan  consists of
     1,196,843  shares.  Additionally,  an  indeterminate  number of  additional
     shares which may be offered and issued to prevent  dilution  resulting from
     stock splits,  stock dividends or similar transactions are being registered
     hereunder for which no additional fee is required.

(2)  An aggregate  of 1,984,343  shares are being  registered  hereby,  of which
     772,800  shares  under the 2002  Stock  Option  Plan are under  option at a
     weighted  average  exercise  price of $11.38 per share  ($8,794,464  in the
     aggregate),  1,160,681  shares  under the 1997 Stock  Option Plan are under
     option  at  a  weighted   average   exercise  price  of  $12.80  per  share
     ($14,856,717 in the aggregate). The remainder of such shares, which are not
     presently  subject to options (50,862  shares),  are being registered based
     upon the average of the high and low selling  prices of the Common Stock of
     the Registrant as reported on the Nasdaq  National  Market on June 21, 2002
     of $14.03 per share  ($713,594 in the  aggregate)  for a total  offering of
     $24,364,775.

Under Rule 462 of the 1933 Act, the Registration  Statement on Form S-8 shall be
effective upon filing with the SEC.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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

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

         *This  Registration  Statement relates to the registration of 1,984,343
shares of Sun Bancorp,  Inc. (the "Company" or "Registrant") common stock, $1.00
par value per share (the "Common  Stock")  issuable to  employees,  officers and
directors of the Registrant or its  subsidiaries as compensation for services in
accordance with the Sun Bancorp, Inc. 2002 Stock Option Plan under which 787,500
shares are issuable and the Sun Bancorp,  Inc.  Amended and Restated  1997 Stock
Option Plan under  which  1,196,843  shares are  issuable  (together,  "Plans").
Documents  containing the  information  required by Part I of this  Registration
Statement  will be sent or given to  participants  in the Plans as  specified by
Rule  428(b)(1).  Such  documents are not filed with the Securities and Exchange
Commission (the "Commission")  either as part of this Registration  Statement or
as prospectuses or prospectus  supplements  pursuant to Rule 424, in reliance on
Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

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

         The following  documents filed by the Company are  incorporated in this
Registration   Statement  and  the  Prospectus   constituting  Part  I  of  this
Registration Statement:

         (1) The Company's  Annual Report on Form 10-K for the fiscal year ended
December 31, 2001, as filed with the Commission;

         (2) The Company's  Quarterly  Report on Form 10-Q for the quarter ended
March 31, 2002, as filed with the Commission;

         (3) Current  Report on  Form 8-K (Date of Event:  April 25,  2002),  as
filed with the Commission on April 26, 2002; and

         (4) The  Company's  Registration  Statement on Form 10-A, as filed with
the Commission on June 28, 1996.

         All  documents  filed by the Company  pursuant  to Sections  13, 14, or
15(d) of the 1934 Act after the date hereof and prior to the  termination of the
offering of the shares of Common Stock shall be deemed to

                                        2
be incorporated by reference into this  Registration  Statement and to be a part
hereof from the date of filing of such documents.

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

         Not Applicable.

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

         Not Applicable.

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

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

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

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

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

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

         Additionally,  the  Company  has in  force  a  directors  and  officers
liability policy underwritten by Fidelity and Deposit Company of Maryland with a
$15.0  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 ("1933  Act") may be permitted to  directors,  officers,  or persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification  is against  public  policy as  expressed in the 1933 Act and is
therefore unenforceable.

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

         Not Applicable.

                                        3
Item 8.  Exhibits.
------

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

Item 9.  Undertakings.
------

          (a)  The undersigned registrant hereby undertakes:

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

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

               (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, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the registrant  pursuant to Section 13 or 15(d) of the
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 is not set forth in the

                                        4
prospectus,  to  deliver,  or cause to be  delivered  to each person to whom the
prospectus is sent or given,  the latest  quarterly  report that is specifically
incorporated  by reference in the  prospectus to provide such interim  financial
information.

         (d)  Insofar  as  indemnification  for  liabilities  arising  under the
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  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public  policy  expressed in the 1933 Act and
will be governed by the final adjudication of such issue.

                                        5
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Vineland in the State of New Jersey, on the 21st day
of June 2002.

                                     SUN BANCORP, INC.

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

                                POWER OF ATTORNEY

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

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the date indicated.
/s/Bernard A. Brown                                  /s/Thomas A. Bracken
---------------------------------------------        -------------------------------------------------------------
Bernard A. Brown                                     Thomas A. Bracken
Chairman of the Board                                President, Chief Executive Officer and Director
                                                     (Principal Executive Officer)

Date: June 21, 2002                                  Date: June 21, 2002
      ---------------------------------------              -------------------------------------------------------

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

Date: June 21, 2002                                  Date: June 21, 2002
      ---------------------------------------              -------------------------------------------------------
/s/Ike Brown                                        /s/Jeffrey S. Brown
---------------------------------------------       --------------------------------------------------------------
Ike Brown                                           Jeffrey S. Brown
Director                                            Director

Date: June 21, 2002                                 Date: June 21, 2002
      ---------------------------------------             --------------------------------------------------------

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

Date: June 21, 2002                                 Date: June 21, 2002
      ---------------------------------------             --------------------------------------------------------

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

Date: June 21, 2002                                 Date: June 21, 2002
      ---------------------------------------             --------------------------------------------------------

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

Date: June 21, 2002                                 Date: June 21, 2002
      ---------------------------------------             --------------------------------------------------------

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

Date: June 21, 2002                                 Date: June 21, 2002
      ---------------------------------------             --------------------------------------------------------

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

Date: June 21, 2002                                 Date: June 21, 2002
      ---------------------------------------             --------------------------------------------------------

/s/Timothy J. Wilmott
---------------------------------------------
Timothy J. Wilmott
Director

Date: June 21, 2002
      ---------------------------------------
INDEX TO EXHIBITS

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

4.1           Sun Bancorp, Inc. 2002 Stock Option Plan

4.2           Sun Bancorp, Inc. Amended and Restated 1997 Stock Option Plan

4.3           Form of Stock Option Agreement to be entered into with respect to
              Incentive Stock Options under the 2002 Plan

4.4           Form of Stock Option Agreement to be entered into with Directors
              with respect to Non-Incentive Stock Options under the 2002 Plan

4.5           Form of Stock Option Agreement to be entered into with respect to
              Incentive Stock Options under the 1997 Plan

4.6           Form of Stock Option Agreement to be entered into with respect to
              Non-Incentive Stock Options under the 1997 Plan

4.7           Form of Stock Award Tax Notice

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

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

23.2          Consent of Deloitte & Touche LLP

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