U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, DC D.C. 20549

~~FORM~~Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

~~the~~ Securities Exchange Act of 1934

Date of Report ~~- April~~ 19– April 20, 2004

~~Sun~~(Date ~~Bancorp,~~of ~~Inc.~~earliest event reported)

~~(Exact~~SUN ~~Name~~BANCORP, ~~of Registrant as Specified in its Charter)~~INC.

Pennsylvania	0-14745	23-2233584
(State of Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification Number)

(Exact name of registrant as specified in its charter)

155 North 15th Street
Pennsylvania	1-04745	23-2233584
Lewisburg, Pennsylvania	17837
(State or other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification Number)
(Address of Principal Executive Offices)	(Zip Code)
155 North 15th Street, Lewisburg, PA		17837
(Address of principal executive offices)		(Zip Code)

~~Registrant’s Telephone Number~~ (~~Including Area Code) (~~570) 523-4300

~~N/A~~(Registrant’s telephone number including area code)

Not Applicable

(Former name or former address, if changed since last report)

Item 1.	Changes in Control of Registrant
	Not Applicable
Item 2.	Acquisition or Disposition of Assets.
	Not Applicable
Item 3.	Bankruptcy or Receivership.
	Not Applicable
Item 4.	Changes in Registrant’s Certifying Accountant.
	Not Applicable.
Item 5.	Other Events.
	Not Applicable.
Item 6.	Resignations of Registrant’s Directors.
	Not Applicable.
Item 7.	Financial Statements and Exhibits.
	Exhibits:
	99.1	Press Release of Registrant, Sun Bancorp, Inc., dated April 19, 2004, regarding the financial performance of the Registrant for the three months ended March 31, 2004.
	99.2	Sun Bancorp, Inc. Quarterly Financial Data Supplement for the quarter ended March 31, 2004
Item 8.	Change in Fiscal Year.
	Not Applicable.
Item 9.	Regulation FD Disclosure.
	Not Applicable.

Item 5. Other Events and Regulation FD Disclosure.

On April 20, 2004, Sun Bancorp, Inc. (Nasdaq: SUBI), the parent company of Sun Bank, Mid-Penn Insurance Associates, Sun Investment Services, Bank Capital Services, and Sentry Trust Company, entered into a definitive Agreement and Plan of Merger with Omega Financial Corporation (Nasdaq: OMEF).

Pursuant to the terms of the agreement, Sun shareholders will be entitled to receive either 0.664 shares of Omega common stock or $23.25 for each share of Sun common stock, subject to the restriction that 80% of all Sun common stock will be converted into Omega common stock and 20% of all Sun common stock will be converted into cash. All of the outstanding options to purchase Sun common stock will be exchanged for options to purchase Omega common stock.

The transaction is subject to all required regulatory approvals and approvals by Omega and Sun shareholders and certain other customary conditions. The transaction is expected to close late in the third quarter or early fourth quarter of 2004.

In accordance with General Instruction F to Form 8-K, the attached Agreement and Plan of Merger (Exhibit 2.1) and press release (Exhibit 99.1) explain the terms of the transaction in more detail and are incorporated herein by reference.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

Exhibits:

2.1 Agreement and Plan of Merger, dated as of April 20, 2004, between Sun Bancorp, Inc. and Omega Financial Corporation (schedules and exhibits are omitted pursuant to Regulation S-K, Item 601(b)(2); Sun agrees to furnish supplementally a copy of such schedules and/or exhibits to the SEC upon request).

99.1 Press Release, dated April 20, 2004.

Item 10.	Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.
	Not Applicable.
Item 11.	Temporary Suspension of Trading under Registrant’s Employee Benefit Plans.
	Not Applicable.
Item 12.	Results of Operations and Financial Condition.
	On April 19, 2004, Sun Bancorp, Inc. announced its results of operations for the three months ended March 31, 2004. A copy of the related press release is being filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference in its entirety. In addition, a copy of the Sun Bancorp, Inc. Quarterly Financial Data is being filed as Exhibit 99.2 to this Form 8-K and is incorporated herein by reference in its entirety.
	The following information is furnished pursuant to Item 9, “Regulation FD Disclosure” and Item 12, “Results of Operations and Financial Condition

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	~~SUN BANCORP, INC.~~	SUN BANCORP, INC.
	~~(Registrant)~~	(Registrant)
Dated: April 19, 2004	/s/ Robert J. McCormack
Dated: April 21, 2004		/s/ Robert J. McCormack
	Robert J. McCormack
		Robert J. McCormack, President and
	President & Chief Executive Officer
		Chief Executive Officer
	(Principal Executive Officer)

EXHIBIT INDEX

EXHIBIT NO.

2.1		Agreement and Plan of Merger, dated as of April 20, 2004, between Sun Bancorp, Inc. and Omega Financial Corporation

99.1		Press Release, dated April 20, 2004.

Exhibit Index

99.1	Press Release of Registrant, Sun Bancorp, Inc., dated April 19, 2004, regarding the financial performance of the Registrant for the three months ended March 31, 2004.
99.2	Sun Bancorp, Inc. Quarterly Financial Data Supplement for the quarter ended March 31, 2004

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