SUSSEX BANCORP
8-K, 1998-04-23
STATE COMMERCIAL BANKS
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                       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) April 15, 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
<PAGE>
Item 5.   Other Events

         The  Registrant  announced  earnings  for the  First  Quarter  of 1998,
reporting  consolidated  net income of  $182,000,  an  increase  of 48% from the
$124,000 in  consolidated  net earnings  reported for the first quarter of 1997.
Earnings  per share for the first  quarter,  after  adjusting  for the  dilutive
effect of stock options, was $0.26 per share compared to $0.18 per share for the
First Quarter of 1997. At March 31, 1998, the Company's  total assets  increased
19% to $122.2 million.


Item 7.  Exhibits.

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

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

              99                Press Release announcing First Quarter results







































                                   Page 2 of 5
<PAGE>



                                   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:   April 21, 1998                              By: /s/ CANDACE A. LEATHAM
                                                         ----------------------
                                                         CANDACE A. LEATHAM
                                                         Chief Financial Officer







































                                   Page 3 of 5
<PAGE>



                                  EXHIBIT INDEX

                           CURRENT REPORT ON FORM 8-K


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

       99             Press Release announcing First Quarter results














































                                   Page 4 of 5

EXHIBIT 99


         Franklin,  New  Jersey,  April  15,  1998 --  Sussex  Bancorp  reported
consolidated  net income for the first three months of 1998 of $182,000,  up 47%
from the $124,000  earned in the same period of 1997.  First  quarter  earnings,
after  adjusting for the dilutive  effective of stock options was $0.26 compared
to $0.18 for the same period in 1997.

         Assets  climbed 19% to $122.2  million and net loans  increased 2.8% to
$68.6  million.  Deposits  increased  for the  first  quarter  of 1998 to $113.6
million over $95 million for the first quarter of 1997.

         Sussex  Bancorp,  through its  subsidiary,  Sussex  County  State Bank,
operates  seven  branches in Franklin,  Vernon,  Sparta,  Montague,  Wantage and
Newton in northwestern New Jersey.  Shares of Sussex Bancorp (SBB) began initial
trading on AMEX on February 20, 1998.










































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