As filed with the Securities and Exchange Commission on October 28, 1999
                                                     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 National Bank
                                   401(k) Plan
                                   -----------
                            (Full Title of the Plan)

                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                        Malizia Spidi & Fisch, PC
                               1301 K Street, N.W.
                                 Suite 700 East
                             Washington, D.C. 20005
                                 (202) 434-4660
                                ----------------
            (Name, Address and Telephone Number of Agent for Service)
<TABLE>
<CAPTION>
                                         CALCULATION OF REGISTRATION FEE
========================================================================================================================
                                                                                 Proposed
       Title of                                         Proposed                 Maximum                Amount of
     Securities To              Amount To           Maximum Offering       Aggregate Offering          Registration
   Be Registered(1)         Be Registered(2)       Price Per Share(3)           Price(4)                   Fee
   ----------------         ----------------       ------------------           --------                   ---
<S>                            <C>                     <C>                   <C>                       <C>
     Common Stock
    $1.00 par value              273,995                 $12.44                $3,408,498                $947.56
========================================================================================================================
</TABLE>
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration  statement also covers an indeterminate amount of interests to
     be offered or sold  pursuant  to the Sun  National  Bank  401(k)  Plan (the
     "Plan"), as described herein.
(2)  Estimates the maximum number of shares expected to be issued under the Plan
     assuming that all employer and employee  contributions to the Plan are used
     to purchase  shares of Common Stock of Sun Bancorp,  Inc. (the  "Company"),
     together with an  indeterminate  number of shares which may be necessary to
     adjust  the  number  of  additional  shares of Common  Stock  reserved  for
     issuance pursuant to the Plan and being registered herein, as the result of
     a stock  split,  stock  dividend,  reclassification,  recapitalization,  or
     similar adjustment(s) of the Common Stock of the Company.
(3)  Estimated  solely for the purpose of calculating the  registration  fee and
     calculated pursuant to Rule 457(c) based on the average of the high and low
     prices of the Common Stock reported in the Nasdaq National Market System on
     October 27, 1999.
(4)  Estimated based on (2) and (3) above.

         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 273,995
shares of Common  Stock,  $1.00 par value per share,  of Sun Bancorp,  Inc. (the
"Company") reserved for issuance and delivery under the Sun National Bank 401(k)
Plan (the "Plan").  Documents  containing the information  required by Part I of
this Registration Statement will be sent or given to participants in the Plan as
specified by Rule  428(b)(1).  Such  documents are not filed with the Securities
and Exchange  Commission (the "Commission")  either as part of this Registration
Statement or as prospectuses or prospectus  supplements pursuant to Rule 424, in
reliance on Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

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

         The following  documents filed by the Company are  incorporated in this
Registration   Statement  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, 1998, as filed with the Commission;

         (2) The Company's  Quarterly Report on Form 10-Q for the quarters ended
June 30, 1999 and March 31, 1999, respectively, as filed with the Commission;

         (3) Current Report on Form 8-K/A (Date of Event: September 9, 1999), as
filed with the Commission on September 24, 1999;

         (4) Current Report on Form 8-K (Date of Event:  May 20, 1999), as filed
with the Commission on May 21, 1999;

         (5) Current Report on Form 8-K (Date of Event:  May 10, 1999), as filed
with the Commission on May 17, 1999;

         (6) Current Report on Form 8-K/A (Date of Event: December 17, 1998), as
filed with the Commission on January 15, 1999; and

                                        1

<PAGE>




         (7) 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 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 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.


                                        2

<PAGE>



    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.

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.

    In lieu of an opinion of counsel  concerning the Plan's  compliance with the
requirements of ERISA,  the Company hereby  undertakes that it has submitted the
Plan and any  amendment  thereto to the Internal  Revenue  Service  ("IRS") in a
timely manner and will make all changes  required by the IRS in order to qualify
the Plan.

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

<PAGE>



             (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 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.

                                        4

<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 28th day
of October 1999.

                                 SUN BANCORP, INC.


                                 By:/s/ Philip W. Koebig, III
                                    --------------------------------------------
                                        Philip W. Koebig, III
                                        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  Philip W. Koebig,  III 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 Philip W. Koebig, III 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 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.

<TABLE>
<CAPTION>
<S>                                            <C>
/s/ Bernard A. Brown                            /s/ Philip W. Koebig, III
----------------------------------              -----------------------------------------------
Bernard A. Brown                                Philip W. Koebig, III
Chairman of the Board of Directors              President, Chief Executive Officer and Director


Date:  October 28, 1999                         Date:  October 28, 1999


/s/ Adolph F. Calovi                            /s/ Sidney R. Brown
----------------------------------              -----------------------------------------------
Adolph F. Calovi                                Sidney R. Brown
Director                                        Vice Chairman, Secretary and Treasurer

Date:  October 28, 1999                         Date:   October 28, 1999

</TABLE>



<PAGE>


<TABLE>
<CAPTION>
<S>                                            <C>
/s/ Peter Galetto, Jr.
----------------------------------              -----------------------------------------------
Peter Galetto, Jr.                              Anne E. Koons
Director                                        Director

Date:  October 28, 1999                         Date:


                                                /s/ Robert F. Mack
----------------------------------              -----------------------------------------------
Ike Brown                                       Robert F. Mack
Director                                        Executive Vice President
                                                (Principal Financial and Accounting Officer)

Date:                                           Date:  October 28, 1999



----------------------------------
Jeffrey S. Brown
Director


Date:

</TABLE>


<PAGE>




                                   SIGNATURES

              Pursuant to the  requirements  of the  Securities Act of 1933, the
plan  administrator  of the Sun  National  Bank 401(k) Plan 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 this 28th day
of October, 1999.



                                         Sun National Bank 401(k) Plan

                                         By /s/ Marjorie H. Hart
                                            ------------------------------------
                                            Its Plan Administrator
                                                --------------------------------
                                         As Plan Administrator on behalf of
                                         Sun National Bank


<PAGE>



                                INDEX TO EXHIBITS



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

4.1  Summary Plan Description of the Plan

4.2  Financial  Statements  for the Plan for the plan years ending  December 31,
     1998 and 1997;  supplemental schedules for the plan year ended December 31,
     1998, and independent  auditor's report

5.1  Favorable  determination  letter dated April 16, 1998,  confirming that the
     Plan is qualified  under Section 401 of the Internal  Revenue Code of 1986,
     as amended

23.1 Consent of Deloitte & Touche LLP
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21537}]
{"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": "333-89839", "film-number": "99736060"}, "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 October 28, 1999
                                                     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 National Bank
                                   401(k) Plan
                                   -----------
                            (Full Title of the Plan)

                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                        Malizia Spidi & Fisch, PC
                               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
========================================================================================================================
                                                                                 Proposed
       Title of                                         Proposed                 Maximum                Amount of
     Securities To              Amount To           Maximum Offering       Aggregate Offering          Registration
   Be Registered(1)         Be Registered(2)       Price Per Share(3)           Price(4)                   Fee
   ----------------         ----------------       ------------------           --------                   ---
Common Stock
    $1.00 par value              273,995                 $12.44                $3,408,498                $947.56
========================================================================================================================
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration  statement also covers an indeterminate amount of interests to
     be offered or sold  pursuant  to the Sun  National  Bank  401(k)  Plan (the
     "Plan"), as described herein.
(2)  Estimates the maximum number of shares expected to be issued under the Plan
     assuming that all employer and employee  contributions to the Plan are used
     to purchase  shares of Common Stock of Sun Bancorp,  Inc. (the  "Company"),
     together with an  indeterminate  number of shares which may be necessary to
     adjust  the  number  of  additional  shares of Common  Stock  reserved  for
     issuance pursuant to the Plan and being registered herein, as the result of
     a stock  split,  stock  dividend,  reclassification,  recapitalization,  or
     similar adjustment(s) of the Common Stock of the Company.
(3)  Estimated  solely for the purpose of calculating the  registration  fee and
     calculated pursuant to Rule 457(c) based on the average of the high and low
     prices of the Common Stock reported in the Nasdaq National Market System on
     October 27, 1999.
(4)  Estimated based on (2) and (3) above.

         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 273,995
shares of Common  Stock,  $1.00 par value per share,  of Sun Bancorp,  Inc. (the
"Company") reserved for issuance and delivery under the Sun National Bank 401(k)
Plan (the "Plan").  Documents  containing the information  required by Part I of
this Registration Statement will be sent or given to participants in the Plan as
specified by Rule  428(b)(1).  Such  documents are not filed with the Securities
and Exchange  Commission (the "Commission")  either as part of this Registration
Statement or as prospectuses or prospectus  supplements pursuant to Rule 424, in
reliance on Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

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

         The following  documents filed by the Company are  incorporated in this
Registration   Statement  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, 1998, as filed with the Commission;

         (2) The Company's  Quarterly Report on Form 10-Q for the quarters ended
June 30, 1999 and March 31, 1999, respectively, as filed with the Commission;

         (3) Current Report on Form 8-K/A (Date of Event: September 9, 1999), as
filed with the Commission on September 24, 1999;

         (4) Current Report on Form 8-K (Date of Event:  May 20, 1999), as filed
with the Commission on May 21, 1999;

         (5) Current Report on Form 8-K (Date of Event:  May 10, 1999), as filed
with the Commission on May 17, 1999;

         (6) Current Report on Form 8-K/A (Date of Event: December 17, 1998), as
filed with the Commission on January 15, 1999; and

                                        1
(7) 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 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 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.

                                        2
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.

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.

    In lieu of an opinion of counsel  concerning the Plan's  compliance with the
requirements of ERISA,  the Company hereby  undertakes that it has submitted the
Plan and any  amendment  thereto to the Internal  Revenue  Service  ("IRS") in a
timely manner and will make all changes  required by the IRS in order to qualify
the Plan.

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
(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 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.

                                        4
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 28th day
of October 1999.

                                 SUN BANCORP, INC.

                                 By:/s/ Philip W. Koebig, III
                                    --------------------------------------------
                                        Philip W. Koebig, III
                                        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  Philip W. Koebig,  III 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 Philip W. Koebig, III 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 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.
/s/ Bernard A. Brown                            /s/ Philip W. Koebig, III
----------------------------------              -----------------------------------------------
Bernard A. Brown                                Philip W. Koebig, III
Chairman of the Board of Directors              President, Chief Executive Officer and Director

Date:  October 28, 1999                         Date:  October 28, 1999

/s/ Adolph F. Calovi                            /s/ Sidney R. Brown
----------------------------------              -----------------------------------------------
Adolph F. Calovi                                Sidney R. Brown
Director                                        Vice Chairman, Secretary and Treasurer

Date:  October 28, 1999                         Date:   October 28, 1999
/s/ Peter Galetto, Jr.
----------------------------------              -----------------------------------------------
Peter Galetto, Jr.                              Anne E. Koons
Director                                        Director

Date:  October 28, 1999                         Date:

                                                /s/ Robert F. Mack
----------------------------------              -----------------------------------------------
Ike Brown                                       Robert F. Mack
Director                                        Executive Vice President
                                                (Principal Financial and Accounting Officer)

Date:                                           Date:  October 28, 1999

----------------------------------
Jeffrey S. Brown
Director

Date:
SIGNATURES

              Pursuant to the  requirements  of the  Securities Act of 1933, the
plan  administrator  of the Sun  National  Bank 401(k) Plan 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 this 28th day
of October, 1999.

                                         Sun National Bank 401(k) Plan

                                         By /s/ Marjorie H. Hart
                                            ------------------------------------
                                            Its Plan Administrator
                                                --------------------------------
                                         As Plan Administrator on behalf of
                                         Sun National Bank
INDEX TO EXHIBITS

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

4.1  Summary Plan Description of the Plan

4.2  Financial  Statements  for the Plan for the plan years ending  December 31,
     1998 and 1997;  supplemental schedules for the plan year ended December 31,
     1998, and independent  auditor's report

5.1  Favorable  determination  letter dated April 16, 1998,  confirming that the
     Plan is qualified  under Section 401 of the Internal  Revenue Code of 1986,
     as amended

23.1 Consent of Deloitte & Touche LLP