SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report – September 9, 2004

Sun Bancorp, Inc.

(Exact Name of Registrant as Specified in its Charter)

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

155 North 15th Street Lewisburg, Pennsylvania		17870
(Address of Principal Executive Offices)		(Zip Code)

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

2-16 South Market Street, Selinsgrove, Pennsylvania

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting communications pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

o Pre-commencement communications pursuant to Rule 13e-4(c)under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

		Effective September 9, 2004, two directors of the Registrant, Stephen J. Gurgovits and John W. Rose, resigned from the board of directors. A press release concerning the resignations is attached hereto as Exhibit 99.1

Item 9.01		Financial Statements and Exhibits

		(c) Exhibits
		99.1 Press release dated September 17, 2004

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.
		(Registrant)


Dated:	September 20, 2004	/s/ Robert J. McCormack
		Robert J. McCormack
		President & Chief Executive Officer
		(Principal Executive Officer)

SUN BANCORP INC 8-K