SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 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 20, 2005

                                SUN BANCORP, INC.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its Charter)


       New Jersey                    0-20957               52-1382541
- -----------------------------     -----------------       --------------
(State or other jurisdiction      (SEC File No.)          (IRS Employer
     of incorporation)                                    Identification Number)

226 Landis Avenue, Vineland, New Jersey                   08360
- ---------------------------------------                   -----
(Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code: (856) 691-7700
                                                    --------------


                                 Not Applicable
          -------------------------------------------------------------
          (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:

     |_|  Written communications pursuant to Rule 425 under the Securities Act
     |_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     |_|  Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
          Exchange Act
     |_|  Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
          Exchange Act






                                SUN BANCORP, INC.

                      INFORMATION TO BE INCLUDED IN REPORT
                      ------------------------------------

                 Section 5 - Corporate Governance and Management

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

     On  January  20,  2005,  John D.  Wallace,  a director  of the  Registrant,
submitted  notice  to the  Board  of  Directors  that he will  retire  from  the
Registrant's  Board of Directors and from the Board of Directors of Sun National
Bank, the Registrant's wholly-owned subsidiary,  effective as of the date of the
2005 annual meeting of stockholders of the Registrant.







                                   SIGNATURES


     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, thereunto duly authorized.


                                       SUN BANCORP, INC.



Date: January 21, 2005                 By:  /s/ Dan A. Chila
                                            ------------------------------------
                                            Dan A. Chila
                                            Executive Vice President and
                                            Chief Financial Officer