8-K

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 30, 2009

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.)

200 Munsonhurst Road
Franklin, New Jersey	07416
(Address of principal executive offices)	(Zip Code)

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

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 material pursuant to Rule 14a12 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 2.02. Results of Operations and Financial Condition.

The information in this section, including the information contained in the press release included as Exhibit 99.1 hereto, is being furnished pursuant to this Item 2.02 and shall not deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. In addition, this information shall not be deemed to be incorporated by reference into any of the Registrant's filings with the Securities and Exchange Commission, except as shall be expressly set forth by specific reference in any such filing.

On April 30, 2009, the Registrant issued a press release announcing its operating results for the three months ended March 31, 2009.  A copy of the April 30, 2009 press release is included as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.  The following is filed as an Exhibit to this Current Report on Form 8-K:

99.1 Press Release dated April 30, 2009

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: May 5, 2009	By:	/s/    Candace A. Leatham
		CANDACE A. LEATHAM
		Executive Vice President and Chief Financial Officer

EX-99.1

Sussex Bancorp	Contact: Donald L. Kovach
399 Route 23	President/CEO
Franklin, NJ  07416	973-827-2914

SUSSEX BANCORP ANNOUNCES FIRST QUARTER 2009 EARNINGS

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FRANKLIN, NEW JERSEY – April 30, 2009– Sussex Bancorp (NASDAQ: “SBBX”) today announced its financial results for the first quarter ended March 31, 2009.

For the quarter ended March 31, 2009, the Company earned net income of $253,000, a decrease of approximately 60.3% from net income of $637,000 for the first quarter of 2008.   Basic and diluted earnings per share were $0.08 and $0.19 for the first quarter of 2009 and 2008, respectively. The Company’s first quarter 2009 performance reflects increases in net interest income offset by increased provision for loan losses and a decline in non-interest income.

 The Company’s net interest income increased $211 thousand, to $3.1 million for the quarter ended March 31, 2009 from $2.9 million for the first quarter of 2008. The Company’s interest income increased $131 thousand, or 2.3%, to $5.7 million for the three months ended March 31, 2009 from $5.6 million for the first quarter of 2008. The Company’s interest expense decreased $80 thousand, or 3.0%, to $2.6 million for the first quarter of 2009 from $2.7 million for the first quarter of 2008.

The Company’s non-interest income decreased to $1.3 million for the quarter ended March 31, 2009 from $1.7 million for the first quarter of 2008.  The decrease in non-interest income is attributable to lower insurance commissions and fees combined with decreased holding gains on trading securities.  The Company’s non-interest expense remained unchanged at $3.5 million for the quarters ended March 31, 2009 and 2008.  Salary and employee benefits decreased by $96 thousand, occupancy expense decreased $6 thousand, and furniture, fixtures and equipment decreased by $39 thousand. These decreases were offset by increases in FDIC assessments of $55 thousand and expenses related to foreclosed real estate of $161 thousand.

               The Company’s provision for loan losses increased to $639 thousand in the first quarter of 2009 from $173 thousand in the first quarter of 2008.  The increase reflects an increase in non-performing assets and added reserves necessary to adequately provide for potential collateral shortfalls caused by the decline in current real estate values, combined with increases deemed necessary by management due to continued general economic weakness and its potential impact on our borrowers.  At March 31, 2009, non-performing assets totaled $18.1 million compared to $15.0 million at December 31, 2008, as foreclosed real estate increased by $743 thousand, non-accrual loans by $1.3 million and loans past due 90 days and still accruing $1.0 million. The increase in non-performing assets was primarily related to three real estate secured credit relationships.

The Company’s total deposits increased to $400.7 million at March 31, 2009 from $319.2 million at March 31, 2008. The Company’s gross loans, net of unearned income increased $20.8 million to $323.2 million at March 31, 2009 from $302.4 million at March 31, 2008.  At March 31, 2009 the Company had total assets of $481.2 million, compared to total assets of $405.5 million at March 31, 2008.   At March 31, 2009, the leverage capital, tier 1 capital to risk weighted assets and total capital to risk weighted assets ratios of Sussex Bank, the Company’s bank subsidiary, were 8.23%, 10.78% and 12.04%, respectively, in excess of the 5%, 6% and 10% required to be deemed “well capitalized” under regulatory requirements.

Separately, the Company announced that its Board of Directors has increased the Company’s stock buyback program, so that the Company may now repurchase up to a total of 400,000 shares of the Company’s common stock. The Company has already repurchased 239,062 shares under this program. Purchases may be made in open market or privately negotiated transactions.

Sussex Bancorp is the holding company for Sussex Bank, which operates through its main office in Franklin, New Jersey and branch offices in Andover, Augusta, Newton, Montague, Sparta, Vernon and Wantage, New Jersey, Port Jervis and Warwick, New York and for the Tri-State Insurance Agency, Inc., a full service insurance agency located in Sussex County, New Jersey.

SUSSEX BANCORP
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in thousands, except share data)	March 31, 2009		March 31, 2008		December 31, 2008
ASSETS
Cash and due from banks	$	10,871	$	11,934	$	7,602
Federal funds sold		32,930		10,350		13,310
Cash and cash equivalents		43,801		22,284		20,912
Interest bearing time deposits with other banks		2,839		100		100
Trading securities		11,315		13,834		13,290
Securities available for sale		76,589		48,997		62,272
Federal Home Loan Bank Stock, at cost		1,974		2,077		1,975
Loans receivable, net of unearned income		323,204		302,402		320,880
Less:  allowance for loan losses		6,412		5,309		5,813
Net loans receivable		316,792		297,093		315,067
Foreclosed real estate		4,607		316		3,864
Premises and equipment, net		8,332		8,941		8,526
Accrued interest receivable		2,032		1,944		2,115
Goodwill		2,820		2,820		2,820
Other assets		10,055		7,119		9,654
Total Assets	$	481,156	$	405,525	$	440,595
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits:
Non-interest bearing	$	36,215	$	42,621	$	34,784
Interest bearing		364,461		276,626		325,297
Total Deposits		400,676		319,247		360,081
Borrowings		33,132		36,187		33,146
Accrued interest payable and other liabilities		2,525		2,336		2,571
Junior subordinated debentures		12,887		12,887		12,887
Total Liabilities		449,220		370,657		408,685
Total Stockholders' Equity		31,936		34,868		31,910
Total Liabilities and Stockholders' Equity	$	481,156	$	405,525	$	440,595

SUSSEX BANCORP
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
	Three Months Ended March 31,
(Dollars in thousands)	2009			2008
INTEREST INCOME
Loans receivable, including fees	$	4,808		$	4,811
Securities:
Taxable		627			524
Tax-exempt		273			236
Federal funds sold		12			24
Interest bearing deposits		7			1
Total Interest Income		5,727			5,596
INTEREST EXPENSE
Deposits		2,169			2,130
Borrowings		352			382
Junior subordinated debentures		104			193
Total Interest Expense		2,625			2,705
Net Interest Income		3,102			2,891
PROVISION FOR LOAN LOSSES		639			173
Net Interest Income after Provision for Loan Losses		2,463			2,718
OTHER INCOME
Service fees on deposit accounts		367			351
ATM fees		107			105
Insurance commissions and fees		614			743
Investment brokerage fees		47			47
Holding gains on trading securities		35			217
Gain on sale of securities, available for sale		-			84
Loss on sale of foreclosed real estate		(1	)		-
Other		168			132
Total Other Income		1,337			1,679
OTHER EXPENSES
Salaries and employee benefits		1,783			1,879
Occupancy, net		352			358
Furniture, equipment and data processing		340			373
Stationary and supplies		45			43
Professional fees		183			109
Advertising and promotion		59			126
Insurance		41			38
FDIC Assessment		150			95
Postage and freight		42			38
Amortization of intangible assets		5			15
Expenses related to foreclosed real estate		183			22
Other		365			377
Total Other Expenses		3,548			3,473
Income before Income Taxes		252			924
PROVISION (BENEFIT) FOR INCOME TAXES		(1	)		287
Net Income	$	253		$	637

SUSSEX BANCORP

COMPARATIVE AVERAGE BALANCES AND AVERAGE INTEREST RATES

(Unaudited)

	Three Months Ended March 31,
(Dollars in thousands)	2009								2008
	Average					Average			Average					Average
Interest earning assets:	Balance			Interest (1)		Rate (2)			Balance			Interest (1)		Rate (2)
Securities:
Tax exempt (3)	$	26,709		$	278		4.22	%	$	22,643		$	352		6.25	%
Taxable		56,817			627		4.48	%		40,389			524		5.22	%
Total securities		83,526			905		4.39	%		63,032			876		5.59	%
Total loans receivable (4)		322,535			4,808		6.05	%		300,024			4,811		6.45	%
Other interest-earning assets		26,676			19		0.29	%		2,941			25		3.42	%
Total interest earning assets		432,737		$	5,732		5.37	%		365,997		$	5,712		6.28	%
Non-interest earning assets		34,492								29,437
Allowance for loan losses		(6,000	)							(5,226	)
Total Assets	$	461,228							$	390,208
Interest bearing liabilities:
Interest bearing deposits:
NOW	$	57,897		$	159		1.11	%	$	59,235		$	244		1.66	%
Money market		14,703			48		1.33	%		32,716			215		2.65	%
Savings		159,739			1,026		2.61	%		38,504			112		1.17	%
Time		112,901			936		3.36	%		136,092			1,559		4.61	%
Total interest bearing deposits		345,240			2,169		2.55	%		266,547			2,130		3.21	%
Borrowed funds		33,138			352		4.25	%		35,650			382		4.24	%
Junior subordinated debentures		12,887			104		3.22	%		12,887			193		5.91	%
Total interest bearing liabilities		391,265		$	2,625		2.72	%		315,084		$	2,705		3.45	%
Non-interest bearing liabilities:
Demand deposits		36,479								38,653
Other liabilities		1,261								1,844
Total non-interest bearing liabilities		37,740								40,497
Stockholders' equity		32,223								34,627
Total Liabilities and Stockholders' Equity	$	461,228							$	390,208
Net Interest Income and Margin (5)				$	3,107		2.91	%				$	3,007		3.30	%

   (1) Includes loan fee income

   (2) Average rates on securities are calculated on amortized costs

   (3) Full taxable equivalent basis, using a 39% effective tax rate and adjusted for TEFRA (Tax and Equity Fiscal Responsibility Act)  interest expense disallowance

   (4) Loans outstanding include non-accrual loans

   (5) Represents the difference between interest earned and interest paid, divided by average total interest-earning assets