SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K/A


                                 CURRENT REPORT



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

       Date of Report (Date of earliest event reported) January 23, 1998


                                 SUSSEX BANCORP
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


- --------------------------------------------------------------------------------
        New Jersey                   0-29030                   22-3475473
 (State or other jurisdiction     (Commission                (IRS Employer
  of incorporation)               File Number)             Identification No.)


          399 Route 23, Franklin, New Jersey                        07416
         -----------------------------------                        -----
         (Address of principal executive offices)                (Zip Code)



        Registrant's telephone number, including area code (973) 827-2914
- ------------------------------------------------------------------------------

Item 4.  Changes in Registrant's Certifying Accountant.

         The  Registrant  announced  that  effective  upon the completion of the
audit of its 1997  financial  statements,  the  Registrant  will replace  Arthur
Andersen, LLP ("Andersen"), its current independent auditors, with Radics & Co.,
LLP, who will conduct the audit of the Company's financial statements commencing
with the 1998 fiscal year.  The decision to change  auditors was  recommended by
the Audit Committee and was approved by the Registrant's Board of Directors. For
the fiscal  years  ended  December  31, 1996 and 1995 and up to the date of this
report,  there  have  been no  disagreements  with  Andersen  on any  matter  of
accounting  principles or practices,  financial statement disclosure or auditing
scope or procedure which, if not resolved to the satisfaction of Andersen, would
have caused it to make  reference to the subject matter of the  disagreement  in
connection  with  their  reports.  The  independent   auditor's  report  on  the
consolidated  financial  statements for the fiscal years ended December 31, 1996
and 1995 expressed an unqualified opinion. In addition,  the Registrant has been
informed  that the  audit  opinion  for the 1997  fiscal  year,  to be issued by
Andersen, will not contain any qualifications.


Item 7.  Exhibits.

         The following exhibit is filed with this Current Report on Form 8-K.

         Exhibit No.                        Description
         -----------                        -----------

              16                            Letter for Arthur Andersen, LLP







 
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                                   SIGNATURES

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


                                                          SUSSEX BANCORP
                                                             (Registrant)




Dated:   February 11, 1998                           By: /s/ CANDACE A. LEATHAM
                                                         ----------------------
                                                         CANDACE A. LEATHAM
                                                         Chief Financial Officer


 
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                                  EXHIBIT INDEX

                           CURRENT REPORT ON FORM 8-K


    Exhibit No.               Description                         Page No.

       16         Letter from Arthur Andersen, LLP




 
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