March 29, 1996



Dear Stockholder:

     It is a pleasure to invite you to the 1996 Annual
Stockholders' Meeting of SUN BANCORP, INC. ("SUN") to be
held on April 25, 1996.

     The notice of the meeting and the proxy statement
address the formal business of the meeting, which includes
the election of directors and the ratification of the
appointment of SUN's auditors for 1996.  At the meeting,
SUN's management will address other corporate matters which
will be of interest to you.

     You are cordially invited to the stockholders' luncheon
which will be served promptly after the close of the annual
meeting.  Should you desire to stay for lunch, please
complete and return the accompanying RSVP postcard by April
12, 1996 to SUN at 2-16 South Market Street, P.O. Box 57,
Selinsgrove, Pennsylvania 17870.  The reverse side of the
RSVP card has been designated for questions you would like
addressed at the annual meeting.

     We strongly encourage you to vote your shares, whether
or not you plan to attend the meeting.  It is very important
that you sign, date and return the accompanying proxy in the
postage prepaid envelope as soon as possible.  If you do
attend the meeting and wish to vote in person, you must give
written notice thereof to the Secretary of the Corporation
so that your proxy will be superseded by any ballot that you
submit at the meeting.

                    Sincerely,


          /s/ Raymond C. Bowen        /s/ Fred W. Kelly, Jr.
        
          Raymond C. Bowen            Fred W. Kelly, Jr.
          Chairman of the Board       President and CEO


Enclosures - Notice of Meeting
     Proxy Statement
     Proxy
     Luncheon Reply Card
     Return Envelope for Proxy
<PAGE>

                      
                                 PROXY
                                  FOR
                      ANNUAL STOCKHOLDERS' MEETING
                                  OF
                           SUN BANCORP, INC.
                       2-16 SOUTH MARKET STREET
                             P.O. BOX 57
                    SELINSGROVE, PENNSYLVANIA 17870

     PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SUN BANCORP, INC.
       FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 25, 1996


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Stockholder of SUN BANCORP, INC. hereby constitutes and
appoints Eleanor R. Springman and Walter C. VanNuys III
(neither of whom is a Director, Officer or Employee of SUN
BANCORP, INC.) and each or any of them, proxies, with the
powers the undersigned would possess if personally present,
and with full power of substitution to attend and vote the
shares of common stock of the undersigned of SUN BANCORP,
INC. at the Annual Meeting of Stockholders of SUN BANCORP,
INC., to be held at the Susquehanna Valley Country Club,
Mill Road, Hummels Wharf, Pennsylvania, on Thursday, April
25, 1996, at 10:30 a.m., prevailing time, and at any
adjournment or postponement thereof, upon all subjects that
properly come before the meeting, including the matters
described in the accompanying proxy statement, and
especially:

                  PLEASE MARK ALL VOTES AS FOLLOWS

     1.  ELECTION OF DIRECTORS.

THE NOMINEES FOR THE BOARD OF DIRECTORS TO SERVE
FOR A THREE YEAR TERM EXPIRING AT THE ANNUAL MEETING IN 1999
ARE:

                    David R. Dieck
                    Louis A. Eaton
                    Dr. Robert E. Funk
                    George F. Keller
                    Dennis J. Van

and until their successors are duly elected, qualified and
take office.

PLEASE CHECK ONLY ONE OF THE BOXES BELOW.  IF BOX
(c) IS CHECKED, PLEASE CROSS OUT THE NAME OF EACH NOMINEE FROM THE LIST ABOVE
FOR WHOM YOU WISH YOUR PROXIES NOT TO VOTE FOR IN THE ELECTION OF
DIRECTORS.

           (a) TO VOTE FOR all nominees listed above;
           (b) NOT TO VOTE FOR any of the nominees listed above;
           (c) TO VOTE FOR all the nominees listed above
               except those whose names are crossed out.

     2.  TO RATIFY THE APPOINTMENT OF PARENTE, RANDOLPH,
ORLANDO, CAREY & ASSOCIATES, CERTIFIED PUBLIC ACCOUNTANTS,
AS THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FOR SUN
BANCORP, INC. FOR THE YEAR ENDING DECEMBER 31, 1996.

          FOR            AGAINST             ABSTAIN

          The Board of Directors recommends a vote FOR this
proposal.
<PAGE>

     3.  IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO
VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING AND ANY ADJOURNMENT OR POSTPONEMENT THEREOF.

The undersigned hereby ratifies and confirms all that said
proxies and each of them or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.

     THIS PROXY, WHEN PROPERLY SIGNED, WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER.  IF
NO DIRECTIONS ARE GIVEN BY THE STOCKHOLDER IN THIS PROXY,
THE PROXYHOLDERS WILL VOTE FOR ALL NOMINEES LISTED ABOVE AND
FOR PROPOSAL 2.

     THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF SUN BANCORP, INC. AND MAY BE REVOKED PRIOR TO
ITS EXERCISE UPON WRITTEN NOTICE THEREOF TO THE SECRETARY OF
THE CORPORATION.

     WITNESS the hand and seal of the undersigned, this
______ day of _____________ _________, A.D., 1996.


                         ________________________________
(SEAL)
                         Signature

                         ________________________________
(SEAL)
                         Signature

                         ________________________________
(SEAL)
                         Signature


Number of Shares Owned _____________              Signatures above will be 
as of March 7, 1996                               determined to have been
                                                  signed for all matters in 
                                                  this proxy whether appear-
                                                  ing on the face or the  
                                                  reverse side of this proxy.

IMPORTANT NOTICE

     All joint owners should sign this proxy.  Please sign
this proxy as your stock is registered.  When signing as
attorney, executor, administrator, trustee, guardian, or
other fiduciary, please give full title.  If there is more
than one fiduciary, all should sign, for a corporation the
person signing this proxy should show the full corporate
title and be an authorized officer.

     Please sign where indicated and promptly return this
proxy to SUN BANCORP, INC. in the enclosed self-addressed
postage prepaid envelope.  If you do not sign and return
this proxy, or attend the meeting and vote, your shares will
not be voted.
<PAGE>



       

             NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
                TO BE HELD ON THURSDAY, APRIL 25, 1996

To the Stockholders of SUN BANCORP, INC. (the "Corporation"):

     NOTICE is hereby given that the ANNUAL MEETING OF
STOCKHOLDERS OF SUN BANCORP, INC., will be held at the
Susquehanna Valley Country Club, Mill Road, Hummels Wharf,
Pennsylvania on Thursday, April 25, 1996 at 10:30 a.m.,
prevailing time, for the following purposes:

1.  To elect five (5) directors to serve for a three (3)
year term and until their successors are  elected, qualified
and take office;
2.  To ratify the appointment of Parente, Randolph,
Orlando, Carey & Associates, Certified Public Accountants,
as the independent certified public accountants for SUN BANCORP,
INC. for the year ending December 31, 1996; and
3.  To transact such other business as may properly come
before the meeting and any adjournment or postponement
thereof.

     Reference is hereby made to the accompanying proxy
statement for details with regard to the above matters.  The
Board of Directors of the Corporation does not know of any
matters, other than those listed above, which are likely to
come before the meeting.

     Only stockholders of record on the Corporation's books
at the close of business on March 7, 1996 will be entitled
to vote at the meeting and any adjournment or postponement
thereof.

                    By Order of the Board of
                    Directors of SUN BANCORP, INC.
                 
                    /s/ Robert C. Longenberger
                                        
                    Robert C. Longenberger
                    Secretary

March 29, 1996
Selinsgrove, Pennsylvania

Important Notice

 To assure your representation at the meeting, please
complete, date, sign and promptly mail the accompanying
proxy in the return envelope which has been provided.  No
postage is necessary if mailed in the United States.  Any
person giving a proxy has the power to revoke it prior to
its exercise and stockholders who are present at the meeting
may then revoke their proxy and vote in person after giving
written notice thereof to the Secretary of the Corporation.
<PAGE>


                PROXY STATEMENT FOR ANNUAL STOCKHOLDERS'
                  MEETING TO BE HELD ON APRIL 25, 1996

GENERAL

Introduction, Date, Time and Place of Annual Meeting

     This proxy statement is furnished in connection with
the solicitation by the Board of Directors of SUN BANCORP,
INC. ("SUN" or the "Corporation") of proxies to be voted at
the 1996 Annual Meeting of Stockholders ("Annual Meeting").
The Annual Meeting is scheduled to be held on Thursday,
April 25, 1996 at 10:30 a.m., prevailing time, at the
Susquehanna Valley Country Club, Mill Road, Hummels Wharf,
Pennsylvania and at any adjournment or postponement of the
Annual Meeting in accordance with the Annual Meeting notice
and By-Laws of SUN.  The address of the principal executive
office of the Corporation is 2-16 South Market Street, P.O.
Box 57, Selinsgrove, Pennsylvania 17870, telephone number
(717) 374-1131.  All inquiries should be directed to Fred W.
Kelly, Jr., President and CEO of SUN.  The Corporation
currently has two (2) wholly-owned subsidiaries, Sun Bank
and Pennsylvania Sun Life Insurance Company.  On December 1,
1993, Snyder County Trust Company ("Snyder County") and The
Watsontown Bank ("Watsontown") were merged together under a
common charter and with the name, Sun Bank.


Matters to be Submitted to the Stockholders at the Annual Meeting

     The Board of Directors does not know of any matters
which are likely to be brought before the Annual Meeting
other than the matters set forth in the accompanying notice
of Annual Meeting of Stockholders.  If any other matters are
properly presented to the Annual Meeting for action, the
persons named in the accompanying proxy and acting
thereunder will vote on such matters in accordance with
their best judgment.


Solicitation of Proxies for the Annual Meeting

     This proxy statement is furnished in connection with
the solicitation by the Board of Directors of the
Corporation for use at the Annual Meeting.  The approximate
date upon which this proxy statement and the accompanying
proxy and notice of the Annual Meeting will first be made
available and first sent to the stockholders is on or about
March 29, 1996.  In addition to using the mails, proxies may
be solicited by personal interview, telephone calls or
telecopiers by the directors, officers and regular employees
of the Corporation and its wholly-owned banking subsidiary,
Sun Bank.


Cost of Solicitation of Proxies will be Paid by Corporation

     The Corporation will bear the entire cost of preparing,
assembling, printing and mailing this proxy statement, the
proxies, and any additional material which the Corporation
may furnish to stockholders in connection with the Annual
Meeting.  Copies of solicitation material will be furnished
to brokerage houses, fiduciaries and custodians to forward
to their principals.
<PAGE>


Discretionary Authority of Proxy - Right of Revocation of Proxy

     The accompanying proxy vests discretionary authority in
the proxyholders to vote with respect to any and all of the
following matters that come before the Annual Meeting:  (i)
matters about which the Corporation has no knowledge, a
reasonable time before the proxy solicitation, that may be
presented to the meeting, (ii) approval of the minutes of
the most recent prior meeting of the stockholders, if such
an action does not amount to ratification of the action
taken at that meeting, (iii) the election of any person to
any office for which a bona fide nominee is unable to serve
or for good cause will not serve and (iv) matters incident
to the conduct of the meeting.  In connection with such
matters, the persons named in the accompanying proxy will
vote in accordance with their best judgment.

     Stockholders giving a proxy have a right to revoke it
by a written instrument, including a later dated proxy,
signed in the same manner as the prior proxy and received by
the Secretary of the Corporation prior to the commencement
of the Annual Meeting.


Record Date - Voting Securities - Quorum

     The record date for the Annual Meeting is March 7,
1996.  Only holders of record of common stock on the
Corporation's books at the close of business on March 7,
1996 will be entitled to notice of and to vote at the Annual
Meeting.  On that date, the Corporation had outstanding
3,194,422 shares of common stock.  The stockholders are
entitled to one vote per share on any business which may
properly come before the meeting.  There is no cumulative
voting with respect to the election of directors.

     If the accompanying proxy is appropriately marked,
signed and returned in time to be voted at the Annual
Meeting, the shares represented by the proxy will be voted
in accordance with the instructions marked on the proxy.
Any stockholder who wishes to withhold authority from the
proxyholders to vote for the election of all the director
nominees or to withhold authority to vote for any individual
nominee as a director, may do so by marking the proxy to
that effect and crossing out the name of the director on the
proxy.  No proxy may be voted for a greater number of
persons than the number of nominees named.  Signed proxies
not marked to the contrary will be voted "FOR" the election
of the nominees named below as directors of the Board of
Directors and "FOR" the ratification of the appointment of
the independent certified public accountants for the year
ending December 31, 1996.  Signed proxies will be voted
"FOR" or "AGAINST" any other matter which lawfully comes
before the Annual Meeting and any adjournment or
postponement thereof, in accordance with the best judgment
of the person acting by authorization of the proxy.

     Under Pennsylvania law and the By-Laws of the
Corporation, the presence of a quorum is required for each
matter to be acted upon at the Annual Meeting.  The
presence, in person or by proxy, of stockholders entitled to
cast at least a majority of the votes which all stockholders
are entitled to cast, will constitute a quorum for the
transaction of business at the Annual Meeting.  Votes
withheld and abstentions will be counted in determining the
presence of a quorum for the particular matter.  Broker non-
votes will not be counted in determining the presence of a
quorum for the particular matter as to which the broker
withheld authority.
<PAGE>
     Assuming the presence of a quorum, the five (5)
nominees for director receiving the highest number of votes
cast by shareholders entitled to vote for the election of
directors shall be elected.  Votes withheld from a nominee
and broker non-votes will not be cast for such nominee.

     Assuming the presence of a quorum, the affirmative vote
of a majority of all votes cast by shareholders on such
matter is required for the ratification of the appointment
of independent certified public accountants.  Abstentions
and broker non-votes are not deemed to constitute "votes
cast" and therefore do not count either for or against such
ratification.  Abstentions and broker non-votes, however,
have the practical effect of reducing the number of
affirmative votes required to achieve a majority for each
such matter by reducing the total number of shares voted
from which the required majority is calculated.

     The Corporation has no present reason to believe that
any of the Board's nominees will be unable to serve as a
director, if elected.  The Board of Directors does not know
whether any nominations will be made at the Annual Meeting
other than those specified in this proxy statement.  If any
such nominations are made, or if votes are cast for any
candidates other than those nominated by the Board of
Directors, the persons named as proxyholders will vote for
those persons nominated by the Board and identified in this
proxy statement.


Security Ownership of Certain Beneficial Owners

     As of March 7, 1996, no person was known by the
Corporation to hold beneficially or of record, directly or
indirectly, five percent (5%) or more of the outstanding
common stock of the Corporation.


                    BOARD OF DIRECTORS

General

     The By-Laws of the Corporation provide that the
Corporation's business shall be managed by a Board of
Directors of not less than six (6) and not more than twenty
five (25) directors.  The Corporation's Board, as provided
in the By-Laws, is divided into three (3) classes of
directors, with each class being as nearly equal in number
as possible.  The Board of Directors consists currently of
fourteen (14) directors with (i) five (5) directors in the
class whose term expires at the annual meeting in 1996, (ii)
four (4) directors in a class whose term expires at the
annual meeting in 1997, and (iii) five (5) directors in the
class whose term expires at the annual meeting in 1998.
Under the Corporation's By-Laws, persons elected by the
Board of Directors to fill a vacancy on the Board serve as
directors for a term expiring with the next annual meeting,
unless the directors are appointed by the Board after the
stockholder record date for that meeting, in which case the
<PAGE>
person serves as a director until the annual meeting following
that meeting.  The directors in each class normally serve terms
of three (3) years each and until their successors are elected,
qualified and take office.  All of the nominees are current
directors of the Corporation.

General Information About the Board of Directors*

     The Corporation's and Sun Bank's Boards of Directors
hold separate meetings.

     There were five (5) meetings of the Corporation's Board
of Directors during 1995.  Each incumbent director, other
than Mr. John, Mr. Keller and Mr. Schnure, attended at least
seventy five percent (75%) of the aggregate of the total
number of meetings of the Corporation's Board of Directors
held during the period for which such incumbent was a
director and each incumbent director, other than Mr.
Bingaman, Mr. Hormell, Mr. John, Mr. Keller and Mr. Schnure,
attended at least seventy five percent (75%) of the total
number of meetings held by all committees of the Board on
which such incumbent served.

The Committees of the Corporation's Boards

     Executive/Asset & Liability Management Committee (the
"Executive/ALCO").  The Executive/ALCO Committee of the
Corporation's Board may exercise the full authority of the
Board of Directors in the management of the business and
affairs of the Corporation between meetings of the Board and
coordinate and control the Corporation's asset/liability
management procedures.  The Committee reviews and makes
recommendations to the Board of Directors on all matters
relating to the programs of the Corporation that will
accomplish its long and short range objectives and goals.
During 1995, the Committee meetings were scheduled once per
quarter.  The Committee held four (4) meetings in 1995.  The
members of the Committee are:  Raymond C. Bowen, Chairman;
Max E. Bingaman; George F. Keller; Fred W. Kelly, Jr.;
Lehman B. Mengel; and Jeffrey E. Hoyt, ex officio member as
the Corporation's Vice President and Chief Financial
Officer.

     Audit Committee.  The Audit Committee recommends, for
ratification by the stockholders, the independent certified
public accountants which will be retained by the Corporation
and Sun Bank.  The Audit Committee approves services to be
performed by the independent accountants.  During 1995, the
Committee meetings were scheduled at least once per quarter.
The Committee held four (4) meetings in 1995.  The members
of the Committee are:  Max E. Bingaman, Chairman; David R.
Dieck; Louis A. Eaton; Dr. Robert E. Funk; Marlin T. Sierer;
Jerry A. Soper; Jeffrey J. Kapsar, ex officio member as the
Corporation's Internal Auditor; and Robert C. Longenberger,
ex officio member as the Corporation's Secretary and
Compliance/Loan Review Officer.

     Investment Committee.  The Investment Committee, a
subcommittee of the Executive/ALCO Committee, develops and
implements a portfolio investment policy for the
Corporation.  The Committee meets at the call of any member
of the Committee.  During 1995, the Committee meetings were
scheduled at least once per quarter.  The Committee held
three (3) meetings during 1995.  The members of the
Committee are:  Jeffrey E. Hoyt, Chairman and ex officio member

________________

See Footnote Information Concerning Directors on Page 8.
<PAGE>
as the Corporation's Vice President and Chief Financial
Officer; Raymond C. Bowen and Fred W. Kelly, Jr.

     Long Range Planning/Merger & Acquisition Committee (the
"Long Range Planning/M&A").  The Long Range Planning/M&A
Committee develops and implements the long range planning
process for the Corporation and develops and implements the
Corporation's policy concerning mergers and acquisitions.
The Committee meets at the call of the Chairman of the
Committee.  During 1995, the Committee meetings were
scheduled at least once per quarter.  The Committee held
seven (7) meetings during 1995.  The members of the
Committee are:  Fred W. Kelly, Jr., Chairman; Raymond C.
Bowen; Robert A. Hormell; George F. Keller; and Jeffrey E.
Hoyt, ex officio member as the Corporation's Vice President
and Chief Financial Officer.

     Nominating Committee.  The Nominating Committee meets
once a year, or more often if necessary, to consider or
nominate candidates for directorships.  The Committee will
consider director nominees recommended by the Board and
stockholders.  Pursuant to Article II, Section 2 of the By-
Laws, a shareholder wishing to nominate a candidate must
file a written notice of the nomination or candidacy with
the Secretary of the Corporation not less than one hundred
twenty (120) days prior to the election of directors.  When
submitting a recommendation to the Secretary, the
stockholder must send biographical information about the
candidate, together with a statement of the candidate's
qualifications and any other data supporting the
recommendation.  If it is determined that the candidate has
no conflicts of interest or directorships with other
companies that would disqualify the candidate from serving
as a director of the Corporation, the candidate's name will
be presented to the Nominating Committee for consideration.
The Committee held two (2) meetings during 1995.  The
members of the Committee are:  Jerry A. Soper, Chairman;
Louis A. Eaton; Dr. Robert E. Funk; Fred W. Kelly, Jr.;
Howard H. Schnure; and Marlin T. Sierer.

     Personnel and Retirement Committee.  The Personnel and
Retirement Committee meets to review the provisions of SUN's
Pension Plan, 401(k) Plan and the Non-Qualified Supplemental
Income Plan and recommends appropriate changes in any of
their provisions and recommends to the Board, contributions
to be made to the plans.  In addition, the Committee
determines the eligibility requirements for SUN's Pension
Plan, 401(k) Plan and the Non-Qualified Supplemental Income
Plan and those eligible to participate and obtain benefits
pursuant to those plans.  The Committee meets at the call of
the Chairman of the Committee or the President of the
Corporation.  The Committee held eight (8) meetings during
1995.  A subcommittee called the Compensation Committee,
which is comprised of four (4) outside Directors (Mr. Bowen,
Mr. Bingaman, Mr. Hormell and Mr. Soper), determines the
executive compensation policy of SUN and administers SUN's
Stock Incentive Plan and SUN's Employee Stock Purchase Plan.
The Committee meets at the call of its Chairman and held two
(2) meetings in 1995.  The members of the Personnel and
Retirement Committee are:  Raymond C. Bowen, Chairman; Max
E. Bingaman; Robert A. Hormell; Paul R. John; George F.
Keller; Fred W. Kelly, Jr.; Jerry A. Soper; Dennis J. Van;
Jeffrey E. Hoyt, ex officio member as the Corporation's Vice
President and Chief Financial Officer; and Carol A.
Swineford, ex officio member as Sun Bank's Vice President of
Human Resources.
<PAGE>

Members of the Boards of Directors - Biographical Information

            NOMINEES FOR ELECTION TO SERVE UNTIL 1999

     DAVID R. DIECK, age 62, President and co-owner of
Lancaster Laundry, Inc., Lancaster, Pennsylvania, since July
1, 1990.  He is a former Vice President and co-owner of
Valley Glass Company of Sunbury, Pennsylvania, and a former
partner in Valley Realty Company having sold his interest in
both businesses as of June 30, 1990.  Mr. Dieck was employed
by Brush Industries in Sunbury, Pennsylvania, for thirty
four (34) years serving in various capacities including
Treasurer and General Manager and left that company in 1985.
He has served on the Boards of the Corporation and Sun Bank
since April of 1987 and he serves on the Audit Committee.
Mr. Dieck's term as a director expires in 1996 and if
elected as director will serve until 1999.

     LOUIS A. EATON, age 74, was a Sales Engineer since 1981
for Dorsey Trailers, Inc., a manufacturer and distributor of
truck trailers and retired on December 31, 1986.  He has
served in various capacities with Dorsey Trailers, Inc.
(formerly Trailco Manufacturing and Sales Co., Inc.) since
1947.  He has served on Sun Bank's Board since 1979 and the
Corporation's Board since 1982 and he serves on the Audit
and Nominating Committees.  Mr. Eaton's term as a director
expires in 1996 and if elected as director will serve until
1999.

     DR. ROBERT E. FUNK, age 65, a practicing dentist in
Watsontown having started his general dentistry office in
1957.  He was elected to the Corporation's Board in 1993 and
served on Sun Bank's Board since 1977 and he serves on the
Audit and Nominating Committees.  Dr. Funk's term as a
director expires in 1996 and if elected as director will
serve until 1999.

     GEORGE F. KELLER, age 62, Vice Chairman of the
Corporation, Retired President of Keller Marine Service,
Inc., a wholesale distributor of marine products.  He is a
past President of the National Marine Distributors
Association.  He has served on Sun Bank's Board since 1967
and the Corporation's Board since 1982, was appointed Vice
Chairman of Sun Bank's and the Corporation's Board in 1990
and he serves on the Executive/ALCO, Long Range Planning/M &
A and Personnel and Retirement Committees.  Mr. Keller's
term as a director expires in 1996 and if elected as
director will serve until 1999.

     DENNIS J. VAN, age 49, is President and owner of The
Colonial Furniture Company, a manufacturer of quality home
furniture located in Freeburg, PA.  He has served on Sun
Bank's Board since 1990 and was appointed to the
Corporation's Board on August 1, 1994, and he serves on the
Personnel and Retirement Committee.  Mr. Van's term as a
director expires in 1995 and if elected as director will
serve until 1999.
<PAGE>
          DIRECTORS CONTINUING IN OFFICE UNTIL 1998

     MAX E. BINGAMAN, age 60, President since 1969 of
Bingaman and Son Lumber Company, Inc., supplier of hardwood
lumber to the furniture and cabinet industry, President
since 1975 of Tru-Wood Corporation, engaged in the lumber
dimensions business and Secretary/Treasurer since 1978 of
Pine Creek Lumber, Inc., a saw mill.  Mr. Bingaman serves as
a director of the Hardwood Lumber Manufacturing of Penna.
and Bethesda Treatment Center, a privately operated program
for troubled youth, located in Milton.  He has served on the
Boards of Sun Bank and the Corporation since 1983 and his
term as a director expires in 1998.  He serves on the Audit,
Executive/ALCO and Personnel and Retirement Committees.

     ROBERT A. HORMELL, age 48, is Assistant Director of the
Susquehanna Economic Development Association - Council of
Governments (SEDA-COG) which provides management of economic
and community development for an eleven (11) county
organization in central Pennsylvania.  Mr. Hormell is a
director of the Warrior Run Community Corporation.  He has
served on Sun Bank's Board since 1991 and was appointed to
the Corporation's Board on August 1, 1994, and his term as a
director expires in 1998.  He serves on the Personnel and
Retirement Committee.

     LEHMAN B. MENGEL, age 68, Chairman of L/B Water Service
South, Inc. since 1984, which provides the water and sewer
works industry with materials and service, a Director for
Agtek Development Corp. and Director and Treasurer of the
Sunbury Grouse Club.  He has served on the Board of Sun Bank
since 1974 and the Corporation's Board since 1982, and his
term as a director expires in 1998.  He serves on the
Executive/ALCO Committee.

     HOWARD H. SCHNURE, age 85, owner from 1936 to 1984 and
since 1984 part owner of Central Penn Wilbert Vault Company,
manufacturer of burial vaults.  He has served on Sun Bank's
Board since 1967 and the Corporation's Board since 1982, and
his term as a director expires in 1998.  He serves on the
Nominating Committee.

     MARLIN T. SIERER, age 73, prior owner for 32 years of
the Sierer Brothers Fruit Farm, Inc.  Mr. Sierer sold the
business in 1974 and retired in 1985 from that company.  He
has served on the Boards of Sun Bank and the Corporation
since 1982, and his term as a director expires in 1998.  He
serves on the Audit and Nominating Committees.
<PAGE>
           DIRECTORS CONTINUING IN OFFICE UNTIL 1997

     RAYMOND C. BOWEN, age 80, Chairman of the Board of
Directors, retired Sales Representative for Cleveland
Brothers Equipment Company, engaged with that company in
retail sales of heavy earth moving equipment from 1947
through 1982.  He has served on Sun Bank's Board since 1967
and the Corporation's Board since 1982, having served as
Vice Chairman of the Board from 1981 to 1985 and Chairman
since 1986, and his term as a director expires in 1997.  He
serves on the Executive/ALCO, Investment, Long Range
Planning/M&A and Personnel and Retirement Committees.

     PAUL R. JOHN, age 58, is President of Ritz-Craft
Corporation of PA, Inc., a housing manufacturer located in
Mifflinburg, PA; director of Lafayette Homes, a retail
housing center in Lafayette, NJ; a director of Inter
Industry Reinsurance Co., LTD, an offshore foreign
independent insurance company; and a director of the John
Family Foundation.  He has served on Sun Bank's Board since
1990 and was appointed to the Corporation's Board on August
1, 1994, and his term as a director expires in 1997.  He
serves on the Personnel and Retirement Committee.

     FRED W. KELLY, JR., age 51, President and Chief
Executive Officer of the Corporation and Sun Bank.  Mr.
Kelly is Vice President and a director of Wm. F. Groce,
Inc., a silk and fabric processing company in Selinsgrove,
Pennsylvania, and Vice Chairman of Selinsgrove Area
Industrial Development, Inc.  He is a trustee and 1st Vice
President of Sunbury Community Hospital, Secretary of the
Central Susquehanna Valley Chamber of Commerce, Director of
Susquehanna University, a member of the Degenstein
Foundation and served as Chairman of the Government
Relations Policy Committee of the Pennsylvania Bankers
Association in Harrisburg.  During 1993 and 1994, he has
served as President and Chief Executive Officer of the
Corporation since its formation in 1982 and as President of
Sun Bank since 1975 and its Chief Executive Officer since
1981 and has served on Sun Bank's Board since 1975 and the
Corporation's Board since 1982, and his term as a director
expires in 1997.  He serves on all the Board Committees of
the Corporation other than the Audit Committee.

     JERRY A. SOPER, age 63, former Vice President of Ott
Packagings, Inc., Selinsgrove, Pennsylvania, a manufacturer
of paper box products having retired in February 1992.  He
has served on the Boards of the Corporation and Sun Bank
since 1982, and his term as a director expires in 1997.  He
serves on the Audit, Nominating and Personnel and Retirement
Committees.


* Footnote Information Concerning Directors

(1)  References to service on the Board of Directors refers
to Snyder County or Watsontown only prior to 1982 and to
Snyder County, Watsontown and Corporation since 1982, unless 
specifically otherwise stated.  Effective December 1, 1993,
the Board of Directors of Snyder County and Watsontown were
consolidated under a common charter with the title of Sun Bank,
which has a 14 member Board.  All ages of the directors are as
of March 7, 1996, the record date for the Annual Meeting.

(2)  The Corporation is not aware of any arrangement or
understanding between a nominee or director pursuant to
which he or any other person or persons were to be selected
as a director or nominee.
<PAGE>

Information Concerning Executive Officers of the Corporation*

     Name                 Title and Position                       Age
Fred W. Kelly, Jr.   President and Chief Executive                 51
                     Officer of the Corporation and Sun Bank

Mr. Kelly has served as President of Snyder County,
incorporated as Sun Bank, since July 1975, having advanced
from Vice President, and was appointed Chief Executive
Officer of Snyder County in 1981.  Mr. Kelly has served as
President and Chief Executive Officer of the Corporation
since its establishment in 1982.

     Name                Title and Position                        Age
Jeffrey E. Hoyt     Vice President and Chief Financial             40
                    Officer of the Corporation and Senior
                    Vice President and Chief Financial
                    Officer of Sun Bank

Mr. Hoyt has served as Vice President and Chief Financial
Officer of Snyder County, now Sun Bank, since October 1988
and was appointed Senior Vice President and Chief Financial
Officer on October 26, 1995.  Mr. Hoyt has also served as
Chief Financial Officer of the Corporation since that date
and was appointed as Vice President and Chief Financial
Officer in 1993.  Prior to joining Snyder County, now Sun
Bank, and the Corporation, Mr. Hoyt, a CPA and CFP, was
employed in public accounting, and from 1981 until October
1988, was employed at the Williamsport National Bank,
initially as its auditor and later as its controller.

          Name                Title and Position                  Age
Byron M. Mertz III     Vice President and Assistant               51
                       Secretary of the Corporation,
                       Vice President of Sun Bank and
                       President of the Watsontown
                       Bank, Incorporated as Sun Bank

Mr. Mertz has served as President of Watsontown, now Sun
Bank, since March 1991.  Mr. Mertz joined Watsontown as Vice
President in August 1988 after having been employed by other
financial/lending organizations for more than 20 years.  Mr.
Mertz was appointed as Vice President and Assistant
Secretary of the Corporation on August 2, 1993.  On December
1, 1993, Mr. Mertz was appointed a Vice President of Sun
Bank.

     Name                     Title and Position                       Age
Robert C. Longenberger    Secretary and Compliance/Loan                61
                          Review Officer of the Corporation
                          and Vice President, Compliance/Loan
                          Review Officer and Secretary of Sun
                          Bank

<PAGE>


Mr. Longenberger served as Treasurer of Snyder County, now
Sun Bank, from 1970 through April 1978.  From October 1975
to December 31, 1989, Mr. Longenberger had been in charge of
Snyder County's, now Sun Bank's, Installment Loan
Department.  On January 1, 1990 and February 4, 1991, he was
appointed Compliance/Loan Review Officer for Snyder County
and the Corporation, respectively, with responsibility to
develop and implement compliance and loan review programs.
Mr. Longenberger was appointed Vice President of Snyder
County in 1978 and Secretary of the Corporation and Snyder
County in 1985.

     Name                     Title and Position                       Age
Jeffrey J. Kapsar        Internal Auditor of the Corporation           29
                         and Assistant Vice President and Internal
                         Auditor of Sun Bank

Mr. Kapsar began his banking career with Watsontown Bank in
August 1990 and served as Assistant Vice President at
Watsontown until December 1, 1993.  He worked in the Audit
Department and was appointed as Internal Auditor of Snyder
County, now Sun Bank, and the Corporation in April 1995.


* Footnote Information Concerning Executive Officers

(1)  Each executive officer of the Corporation serves at the
     pleasure of the Board of Directors. All ages of the executive
     officers are as of March 7, 1996, the record date for the Annual 
     Meeting.

(2)  The Corporation is not aware of any arrangement or understanding
     between any executive officer and any other person or persons
     pursuant to which any executive officer was or is to be selected
     as an officer of the Corporation.

(3)  None of the above executive officers has any family relationship
     with any other executive officer or with any director of the
     Corporation.
<PAGE>
<TABLE>
    Security Ownership of Nominees, Directors and Executive Officers
                        of the Corporation
<CAPTION>             
                                      Amount and Nature          Percentage of
                                        of Beneficial             Outstanding
                                         Ownership of             Corporation
                                       Common Stock as            Common Stock
Name                                  of March 7, 1996(1)            Owned
<S>
NOMINEES FOR ELECTION AS DIRECTORS
 FOR 3 YEAR TERMS EXPIRING IN 1999          <C>                        <C>
David R. Dieck (2 )                         6,892                      .22
Louis A. Eaton (3)                          8,129                      .25
Dr. Robert E. Funk (4)                      3,550                      .11
George F. Keller (5)                      109,761                     3.44
Dennis J. Van (6)                          14,145                      .44

DIRECTORS WHOSE TERMS EXPIRE IN 1998
Max E. Bingaman (7)                        11,249                      .35
Robert A. Hormell (8)                       2,158                      .07
Lehman B. Mengel (9)                       50,889                     1.59
Howard H. Schnure (10)                     25,156                      .79
Marlin T. Sierer (11)                      15,585                      .49

DIRECTORS WHOSE TERMS EXPIRE IN 1997
Raymond C. Bowen (12)                      20,882                      .65
Paul R. John (13)                         104,516                     3.27
Fred W. Kelly, Jr. (14)                    19,081                      .60
Jerry A. Soper (15)                        37,968                     1.19

All directors and executive officers
   as a group (18 persons)                439,602                    13.76


      Footnote Information Concerning Security Ownership of Directors
                        and Executive Officers

(1)  Unless otherwise indicated, the shares listed in the above table are 
     owned directly by the individual, his wife, or both, or by others for
     the director's benefit or as custodian for the benefit of minor
     children, and the individual has sole voting and investment power with
     respect to the shares or such power is shared with his wife.  The table
     lists those shares  beneficially owned as of March 7, 1996.  The 
     Corporation does not know of any person who has or shares voting power
     and/or investment power with respect to more than 5% of the Corpora-
     tion's common stock.

(2)  This includes 6,892 shares reported as owned beneficially by Mr. Dieck
     which are owned in the joint names of Mr. Dieck and Annetta M. Dieck,
     his wife.
<PAGE>


(3)  This includes 8,129 shares reported as owned beneficially by Mr. Eaton
     which are owned in the joint names of Mr. Eaton and Dorothy L. Eaton,
     his wife.

(4)  This includes 167 shares reported as owned beneficially by Dr. Funk
     which are owned in the joint names of Dr. Funk and Marvene Funk, his
     wife.

(5)  This includes 27,284 shares reported as owned beneficially by Mr. Keller
     which are owned in the joint names of Mr. Keller and Margaret E. Keller,
     his wife, 8,523 shares reported as owned by Mr. Keller which are owned
     by Margaret E. Keller, his wife, and 65,379 shares which are owned by 
     Keller Marine Service, Inc.

(6)  This includes 5,566 shares reported as owned beneficially by Mr. Van
     which are owned in the joint names of Mr. Van and Judith A. Van, his
     wife; 2,266 shares which are held in an Individual Retirement Account
     for Mr. Van; 2,595 shares which are held in an Individual Retirement
     Account for Judith A. Van, his wife and 3,718 shares which are owned
     by the Colonial Furniture Company.

(7)  This includes 9,519 shares reported as owned beneficially by Mr.
     Bingaman which are owned in the joint names of Mr. Bingaman and Martha
     Bingaman, his wife and 1,730 shares reported as owned by Mr. Bingaman
     held in a 401(k) account through Bingaman & Son Lumber, Inc.

(8)  This includes 1,736 shares reported as owned beneficially by Mr. Hormell
     which are owned in the joint names of Mr. Hormell and Jean L. Hormell,
     his wife and 422 shares which are held in an Individual Retirement
     Account for Mr. Hormell.

(9)  This includes 42,705 shares reported as owned beneficially and main-
     tained by Mr. Mengel in a revocable Trust and 8,184 shares reported as
     owned by Mr. Mengel which are owned by Rose L. Mengel, his wife and
     registered in the name of L & R Mengel Co.

(10) This includes 3,580 shares reported as owned beneficially by Mr.
     Schnure which are owned in the joint names of Mr. Schnure and his son,
     James Purdy Schnure, and 2,495 shares which are in the joint names of
     Mr. Schnure and his daughter, Sarah J. Lindsay.

(11) This includes 15,585 shares reported as owned beneficially by Mr. Sierer
     which are owned in the joint names of Mr. Sierer and H. Arlene Sierer,
     his wife.

(12) This includes 489 shares reported as owned beneficially by Mr. Bowen
     which are owned by Mary Jane Bowen, his wife, 1,351 shares which are
     owned in the joint names of Mr. Bowen and his wife and 1,738 shares
     which are held in an Individual Retirement Account for Mr. Bowen.

(13) This includes 101,744 shares reported as owned beneficially by Mr.
     John which are owned in the joint names of Mr. John and Mildred D.
     John, his wife and 2,772 shares reported as owned by Mr. John which
     are held by Merrill Lynch, Pierce, Fenner and Smith.
<PAGE>

(14) This includes 14,558 shares reported as owned beneficially by Mr. 
     Kelly which are owned by Donnell W. Kelly, his wife, 524 shares
     which are owned in the joint names of Mr. Kelly and Kyle D. Kelly,
     his son, and 524 shares which are owned in the joint names of Mr.
     Kelly and Matthew E. Kelly, his son.

(15) This includes 13,211 shares reported as owned beneficially by Mr.
     Soper which are owned in the joint names of Mr. Soper and Craig A.
     Ott Soper, his son; 13,216 shares reported as owned beneficially by
     Mr. Soper which are owned in the joint names of Mr. Soper and Kim
     Marie Soper, his daughter; 4,460 shares reported as owned beneficially
     by Mr. Soper which are owned in the joint names of M. Corrine Soper,
     his wife, and Craig A. Ott Soper, his son; 4,460 shares reported as
     owned beneficially by Mr. Soper which are owned in the joint names of
     M. Corrine Soper, his wife, and Kim Marie Soper, his daughter; and 2,373
     shares which are held in an Individual Retirement Account for Mr. Soper
     and 248 shares which are held in a personal Trust Account of Mr. Soper.
</TABLE>

Executive Compensation and Other Information

                         COMPENSATION COMMITTEE REPORT


     The Board of Directors has designated a Compensation
Committee ("Committee"), a subcommittee of the Personnel and
Retirement Committee, which consists of four (4) outside
Directors.  To accomplish the strategic goals and objectives
of the Corporation, SUN and Sun Bank engage competent
persons who undertake to accomplish these objectives with
integrity and in a cost-effective manner.  The fundamental
philosophy of SUN's and Sun Bank's compensation program is
to offer competitive compensation opportunities based on
individual contribution and personal performance.  The
objectives of the Committee are to establish a fair
compensation policy to govern executive salaries and
incentive plans to attract and motivate competent, dedicated
and ambitious executives whose efforts will enhance the
products and services of SUN and its subsidiaries, the
results of which should be improved profitability, increased
dividends to our shareholders and subsequent appreciation in
the market value of SUN's shares.

     The Compensation Committee does not deem Section 162(m)
of the Internal Revenue Code (the "IRC") to be applicable to
the Corporation at this time.  The Compensation Committee
intends to monitor the future application of Section 162(m)
of the IRC to the compensation paid to its executive
officers and in the event that this section becomes
applicable, it is the intent of the Compensation Committee
to amend the Corporation's compensation plans to preserve
the deductibility of the compensation payable to executive
officers under such plans.

     The compensation of SUN's Chief Executive Officer
("CEO") is determined by the Committee and is reviewed and
approved annually by the Board of Directors.  As a guideline
for review in determining the CEO's base salary, the
Committee uses information found in various surveys based on
asset size within Pennsylvania and SUN's market region.
Pennsylvania peer group banks are utilized because of common
industry issues and competition for the same Executive
talent.
<PAGE>

     SUN's performance accomplishments using return on
average assets ("ROA") and return on average equity ("ROE")
are reviewed; however, there is no direct correlation
between the CEO's compensation or the CEO's increase in
compensation and any of the noted criteria nor is there any
weight given by the Committee to any specific individual
criteria.  Increases in the CEO's compensation are based on
the Committee's subjective determination after review of all
information, including the above, that it deems relevant.

                    Members of the Compensation Committee

                         Raymond C. Bowen, Chairman
                         Max E. Bingaman
                         Robert A. Hormell
                         Jerry A. Soper


                 SUMMARY COMPENSATION TABLE

     The remuneration table contains information with
respect to annual compensation for services in all
capacities to the Corporation for fiscal years ending
December 31, 1995, 1994 and 1993 of those persons who were,
at December 31, 1995, (i) the Chief Executive Officer and
(ii) the four (4) other most highly compensated executive
officers of the Corporation to the extent such person's
total annual salary and bonus exceeded $100,000:
<TABLE>
<CAPTION>

     Annual Compensation 1/                    Long-Term Compensation
                                             Awards             Payouts
(a)         (b)   (c)    (d)     (e)          (f)     (g)     (h)      (i)
                             Other Annual  Restricted                All Other
Name and        Salary   Bonus  Compensa-     Stock   Options/ LTIP   Compensa-
Principal                       tion 2/      Award(s)   SARs  Payouts   tion
Position   Year   ($)    ($)      ($)          ($)     (#) 3/   ($)      ($) 4/
<S>        <C>   <C>      <C>    <C>            <C>    <C>      <C>      <C>
Fred W.
Kelly, Jr. 1995  140,300  27,382 11,612         0      8,662     0       21,634
           1994  132,741  25,008 11,750         0      9,000     0       21,191
           1993  129,037  23,187 11,963         0          0     0       21,524
__________________________

1/  Compensation deferred at election of executive includable in category and
    year earned.

2/  Includes (a) perquisites (No Director or Officer received in the
    aggregate more than $10,000 of personal benefits) and (b) the annual
    annuity payment credited to the insurance policy transferred in 1992.

3/  Options granted pursuant to SUN's Stock Incentive Plan and adjusted for
    3 for 2 Stock Split effective December 1994, the 5% Stock Dividend
    granted June 1995 and the 10% Stock Dividend granted December 1995.

4/  Residual category includes:  (a) employer contributions to defined
    contribution plan ($7,500); (b) employer contributions to a 401(k) plan
    ($4,500); and (c) employer contributions to a non-qualified supplemental 
    retirement plan ($ 9,634).  The respective amounts disclosed for 1994
    were (a) $7,502; (b) $3,001; and (c) $10,688 and for 1993 were
    (a) $7,261; (b) $2,904; and (c) $11,359.
</TABLE>

     Other than the compensation set forth in the above table and under the
several plan captions below, the other compensation for services during 1995
aggregated less than the disclosure thresholds established by the Securities
and Exchange Commission for other than the named executive officer.
<PAGE>

OPTION/SAR GRANTS TABLE
<TABLE>

                   Option/SAR Grants In Last Fiscal Year
<CAPTION>
                         Individual Grants

(a)          (b)           (c)          (d)           (e)            (f)
          Number of    % of Total
         Securities     Options/
         Underlying   SARs Granted   Exercise                       Grant
          Options/    to Employees   or Base                        Date
         SARs Granted   in Fiscal      Price       Expiration       Present
Name       (#) 1/         Year       ($/Sh) 2/       Date          Value ($)
<S>         <C>          <C>          <C>           <C>           <C>
Fred W.
Kelly, Jr.  8,662        24.88%       $25.00        7/17/05       $216,550.00
President
& CEO

________________________

1/  Reflects share adjustment based on 5% Stock Dividend granted June 1995
    and the 10% Stock Dividend granted December 1995.  The Options granted
    under the SUN BANCORP, INC. 1994 Stock Incentive Plan are not exercisable
    until January 20, 1997.

2/  Reflects price adjustment based on 5% Stock Dividend granted June 1995
    and the 10% Stock Dividend granted December 1995.
</TABLE>
<TABLE>


        Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End
                             Option/SAR Values
<CAPTION>
(a)              (b)              (c)            (d)               (e)
      
                                              Number of
                                             Securities          Value of
                                             Underlying        Unexercised
                                             Unexercised      In-the-Money
                                             Options/SARs    Options/SARs at
                                              FY-End (#)        FY-End ($)
               Shares            Value
             Acquired on        Realized     Exercisable/     Exercisable/
Name         Exercise (#)        ($)1/      Unexercisable    Unexercisable 1/
<S>               <C>               <C>         <C>              <C>
Fred W.
Kelly, Jr .       0                 0           0/8,662          $0/$17,324
President & CEO
________________________

1/  Market value of underlying securities at exercise or year-end, minus the
    exercise or base price and does not include any tax reimbursement pay-
    ments by registrant which are reportable under the "Other Annual
    Compensation Column" in the Summary Compensation Table.
</TABLE>
<PAGE>

Shareholder Return Performance Graph

     Set forth below is a line graph comparing the yearly
percentage change in the cumulative total shareholder return
on the Corporation's common stock against the cumulative
total return of all NASDAQ stocks, SNL less than $500
Million Bank Index for the period of five fiscal years
commencing January 1, 1991 and ending December 31, 1995.
The shareholder return shown on the graph below is not
necessarily indicative of future performance.
<TABLE>


            COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN

               SUN BANCORP, INC. Common, All NASDAQ Stocks,
                And SNL Less Than $500 Million Bank Index
<CAPTION>

                                      PERIOD ENDING
                                       DECEMBER 31,

                        1990      1991      1992      1993     1994    1995
<S>                    <C>       <C>       <C>       <C>      <C>      <C>  
SNL<$500M BANK INDEX   100.00    138.00    194.18    226.91   230.34   297.62   
NASDAQ TOTAL RETURN    100.00    160.56    186.86    214.51   209.68   296.30
SUN BANCORP-PA         100.00    102.77    148.04    274.70   338.20   464.19
</TABLE>
<PAGE>

Employment Contracts of SUN Executives

     On July 14, 1987, Mr. Kelly entered into a written five
(5) year employment agreement (the "Agreement") with SUN.
The Agreement automatically renews for an additional year,
unless either SUN or Mr. Kelly deliver notice of an
intention to terminate the Agreement, prior to January
thirtieth of that year.  Mr. Kelly's Agreement was amended
on December 19, 1988 and provides that Mr. Kelly will
receive (i) a minimum annual base salary of $132,550 in
1995; (ii) a profit sharing pursuant to Sun Bank's Executive
Incentive Plan; (iii) benefits under and the right to
participate in any future or revised compensation and
benefit plan or arrangements offered by SUN or Sun Bank
during the term of the Agreement including SUN's Stock
Incentive Plan and Employee Stock Purchase Plan; (iv) upon
termination of his employment other than for cause, a
benefit equal to that which would have been payable to Mr.
Kelly pursuant to the defined contribution plan had he been
employed for the full term of the Agreement; (v) upon his
disability, benefits equal to his then current salary during
the disability period until termination of his employment,
subject to adjustments for payments made to him under any
applicable disability plan; and (vi) his stated salary and
profit sharing until the termination of the Agreement should
his employment with SUN and/or Sun Bank be terminated for
other than "cause" as defined in the Agreement which
includes willful violation of the Agreement.  If Mr. Kelly's
employment was terminated by SUN, without cause, on December
31, 1995, Mr. Kelly would have received an aggregate amount
of $662,750 for his services through January of 2000.


                    Future Remuneration

     The officer included in the remuneration table on page
14, as a named individual, may in the future receive
benefits under one or more of the following ongoing plans.


SUN Defined Contribution Plan

     On August 6, 1990, SUN's Board adopted a Defined
Contribution Plan (the "Contribution Plan") and made it
available to all eligible employees of Sun Bank.

     Under the Contribution Plan, a minimum of five percent
(5%) of the employee's wages will be paid by Sun Bank and
deposited in the Contribution Plan for the eligible employee
at the end of each calendar year.  No contribution on the
part of the employee is required or permitted.  The employee
may choose to invest SUN's contribution in any of the
investment options available under SUN's 401(k) Plan
discussed below.  After completion of five (5) years of
active service, the employee will be vested in SUN's
contributions made to the Contribution Plan on his/her
behalf.

     To be eligible to participate in the Contribution Plan,
an employee must be twenty-one (21) years of age and must
work one (1) continuous year in which the employee has
worked one thousand (1,000) hours.  After completing the
eligibility requirements, the employee will enter the
Contribution Plan on January 1, or July 1, whichever date
comes first.  Non-employee directors, of SUN and its
subsidiaries, are not eligible to participate in the Defined
Contribution Plan.
<PAGE>

     Normal retirement is age sixty-five (65) but early
retirement may be elected by an employee who has reached age
fifty-five (55) and has completed five (5) years of service.
After becoming vested, the employee may choose to take a
lump sum distribution or an annuity at retirement,
disability, termination or death.  Payment of benefits upon
termination will be made after the year-end valuation which
follows the employee's termination date.  No loans or
withdrawals are permitted from the Contribution Plan.  Each
employee's benefit is solely determined by the number of
years that the employer has contributed to the Contribution
Plan and the results of the employee's investment choices.

     For the executive officer named in the cash
remuneration table reported on page 14, the estimated annual
pension benefit upon retirement at age sixty-five (65)
pursuant to the benefits from the Contribution Plan is
$61,663.68 for Mr. Kelly.  This estimated benefit does not
take into consideration any future increases in the
officer's base compensation rate, or the return on the
employee's investment in the Contribution Plan, and is a
life income ten (10) year certain benefit and would be
actuarially reduced for a fifty percent (50%) joint and
survivor annuity to the officer and his spouse.


SUN 401(k) Plan

     Effective January 1, 1990, SUN adopted and made
available to eligible employees of Sun Bank, a profit
sharing-savings plan (the "401(k) Plan") for which Snyder
County, incorporated as Sun Bank, is the trustee.  The
401(k) Plan is intended to comply with the requirements of
Section 401(k) of the Internal Revenue Code and is subject
to the Employee Retirement Income Security Act of 1974, as
amended, ("ERISA").  Employees of SUN's subsidiary, Sun
Bank, become eligible to participate in the 401(k) Plan on
January 1st following their employment and eighteenth (18th)
birthday.  The participating employees (the "participants")
may elect to have from two percent (2%) to fifteen percent
(15%) of their compensation, as defined in the 401(k) Plan,
contributed to the 401(k) Plan.  SUN's Board will make a
determination at the end of each year, subject to
profitability, if a match will be approved.  Under the Tax
Reform Act, the maximum amount of elective contributions
that could be made by a participant, during 1995, was nine
thousand two hundred and forty dollars ($9,240.00) and the
amount that can be contributed in 1996 is nine thousand five
hundred dollars ($9,500.00).  All officers and employees of
Sun Bank, including the officer named in the Summary
Compensation Table set forth herein, are eligible to
participate in the 401(k) Plan.  Non-employee directors, of
SUN and its subsidiaries, are not eligible to participate in
the 401(k) Plan.

     All elective contributions are immediately one hundred
percent (100%) vested, however, matching contributions by
the participant's employer are vested only after the
employee has completed five (5) years of active service for
the employer.  Participants may direct the investment of
elective contribution into a money market fund, bond fund,
growth fund, an intermediate government trust fund, as well
as the purchase of SUN common stock.  All benefits payable
under the 401(k) Plan may be paid in a lump sum or an
annuity upon a participant's retirement, disability,
termination of employment or death.  A participant may also
elect to receive benefits at the age of fifty-five (55) upon
early retirement and withdrawal from the 401(k) Plan is
permitted in case of immediate financial hardship.
<PAGE>

Supplemental Income Plan

     In December 1992, SUN's Board approved a non-qualified
Supplemental Income Plan retroactive to January 1, 1990.  It
was designed for the purpose of retaining talented
executives and to promote in these executives a strong
interest in the long term, successful operation of the
Corporation.

     Ten (10) executives from Sun Bank participate in this
plan.  Each annual contribution is carried on Sun Bank's
records in the participant's name and credited on December
31st of each calendar year.  Interest is based on the prior
year's average rate received on federal funds sold.  No
contribution on the part of the employee is required or
permitted.  Contributions cease at termination, death,
retirement or disability.  The Plan is an unfunded plan and
is subject to the general creditors of the Corporation.

     Normal retirement is age sixty-five (65) but early
retirement may be elected by an employee who has reached age
fifty-five (55) and completed five (5) years of service.  At
retirement, termination, disability or death, the
participant will receive an annual benefit for ten (10)
years.  Any portion of the year will be pro-rated.  The
Corporation reserves the right to accelerate the payment.

     The future estimated benefit does not take compensation
into consideration and the amount credited to Mr. Kelly in
1995 is included in the "All Other Compensation" column of
the Summary Compensation Table.


Executive Incentive Plan of Sun Bank

     During 1994, the Board of Directors of Sun Bank
established an executive incentive profit sharing plan based
on Sun Bank's profitability and the quality of the
performance during the year of key Sun Bank officers
designated by the President of Sun Bank.  The plan is
maintained for certain members of Sun Bank's management to
promote a superior level of performance relating to Sun
Bank's financial goals.  The Personnel and Retirement
Committee, with the approval of the Board of Directors, has
established payment criteria based on achieving a stated
earnings per share.  Payments aggregating $134,799.09 were
awarded under the previously disclosed profit sharing plan
in 1995.  During 1995, Mr. Kelly received payment under the
profit sharing plan, and the amount is included in the
"Bonus" column of the Summary Compensation Table.


Compensation of Directors

     All directors were paid a fee of $350 per quarterly or
special meeting plus an annual retainer of $1,000, which was
paid on a quarterly basis.  A fee of $50 is paid for
telephone conference calls and payment is made in the
quarter in which the call occurred.  Attendance is required
for payment of the Board fee but not for the annual
retainer.  The Chairman, Vice Chairman and all other
directors, who are not officers of the Corporation or any
subsidiary, are paid for attending the Corporation's
Committee meetings.  Each outside director, the Chairman and
Vice Chairman of the Corporation were paid $200 for each
Executive/Asset & Liability Committee meeting which he
attended.  A fee of $100 for all other Committee meetings of
the Board attended was paid for 1995 to each outside
director, the Chairman and the Vice Chairman of the
Corporation.
<PAGE>

              TRANSACTIONS WITH MANAGEMENT


     There have been no material transactions, proposed or
consummated, among the Corporation, or Sun Bank with any
director, executive officer of those entities, or any
associate of the foregoing persons.  The Corporation, and
Sun Bank have had and intend to continue to have banking and
financial transactions in the ordinary course of business
with their directors and officers and their associates on
comparable terms and with similar interest rates as those
prevailing from time to time for other customers.

     Total loans outstanding from the Corporation and Sun
Bank at December 31, 1995 to the Corporation's and the
Banks' officers and directors as a group and members of
their immediate families and companies in which they had an
ownership interest of 10% or more was $10,692,370 or
approximately 29.68% of the total equity capital of the
Corporation.  Loans to such persons were made in the
ordinary course of business, were made on substantially the
same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions
with other persons, and did not involve more than the normal
risk of collectibility or present other unfavorable
features.


      COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES
                    EXCHANGE ACT OF 1934


     Section 16(a) of the Securities Exchange Act of 1934,
as amended, requires the Corporation's Officers and
Directors, and persons who own more than ten percent (10%)
of the registered class of the Corporation's equity
securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission.
Officers, Directors and greater than ten percent (10%)
shareholders are required by SEC regulation to furnish the
Corporation with copies of all Section 16(a) forms they
file.

     Based solely on its review of the copies of such forms
received by it, the Corporation believes that during the
period January 1, 1995 through December 31, 1995, its
Officers and Directors were in compliance with all filing
requirements applicable to them.
<PAGE>





PROPOSAL 1               ELECTION OF DIRECTORS

                         (Item 1 on the Proxy)

Nominees for Directors

     The following directors, whose terms expire at the 1996
Annual Meeting, have been nominated by the Corporation's
Board of Directors for election:

     To serve for a three (3) year term of office which
expires at the 1999 Annual Meeting:

     David R. Dieck
     Louis A. Eaton
     Dr. Robert E. Funk
     George F. Keller
     Dennis J. Van

     If one or more of the nominees should at the time of
the Annual Meeting be unavailable or unable to serve as a
director, proxies may vote in favor of a substitute nominee
as the Board of Directors shall determine or the number of
nominees to be elected will be reduced accordingly and
shares represented by the proxies will be voted to elect the
remaining nominees.  The Board of Directors knows of no
reason why any of the nominees will be unavailable or unable
to serve as directors.
                    ____________________
 
     Assuming the presence of a quorum, the five (5)
nominees for director receiving the highest number of votes
cast by shareholders entitled to vote for the election of
directors shall be elected. Proxies solicited by the Board
of Directors will be voted for nominees listed above unless
the stockholders specify a contrary choice in their proxies.

     The Board of Directors recommends a vote FOR the
nominees listed above.

PROPOSAL 2      RATIFICATION OF APPOINTMENT OF INDEPENDENT
                      CERTIFIED PUBLIC ACCOUNTANTS

                         (Item 2 on the Proxy)

     The Board of Directors has selected the firm of
Parente, Randolph, Orlando, Carey & Associates, Certified
Public Accountants, as its independent certified public
accountants to audit the books, records and accounts of the
Corporation for the year 1996.  This firm served as the
Corporation's independent auditors for the 1995 fiscal year.
The Board is herewith presenting the appointment to the
Corporation's stockholders for ratification at the Annual
Meeting.  This firm has an outstanding reputation in the
accounting profession and is considered to be well
qualified.  The Corporation has been advised by Parente,
Randolph, Orlando, Carey & Associates that none
<PAGE>

of its members has any financial interest in the
Corporation.  If the stockholders do not ratify this
selection, the Board of Directors may consider the
appointment of another firm.  A representative of Parente,
Randolph, Orlando, Carey & Associates will be at the Annual
Meeting to answer any questions and will have an opportunity
to make a statement if he so desires.

     The resolution being voted upon is as follows:

          RESOLVED, that the stockholders of the Corporation
          ratify and confirm the appointment of Parente, Randolph,
          Orlando, Carey & Associates, as the Corporation's,
          independent certified public accountants for the year 1996.

     The ratification of the selection of the independent
certified public accountants requires the affirmative vote
of at least a majority of the shares of common stock present
in person or by proxy and entitled to vote at the meeting.
Proxies solicited by the Board of Directors will be voted
for the foregoing resolution unless stockholders specify a
contrary choice in their proxies.

     The Board of Directors recommends a vote FOR the
resolution ratifying the appointment of Parente, Randolph,
Orlando, Carey & Associates, Certified Public Accountants,
as the Corporation's independent certified public
accountants for the year 1996.


PROPOSAL 3                 OTHER BUSINESS

                        (Item 3 on the Proxy)


     Management does not know at this time of any other
matters which will be presented for action at the Annual
Meeting.  If any unanticipated business is properly brought
before the meeting, the proxies will vote in accordance with
the best judgment of the person acting by authorization of
the proxies.


                    STOCKHOLDER PROPOSALS FOR 1997

     The Corporation's Annual Meeting of Stockholders will
be held on or about April 24, 1997.  Any stockholder
desiring to submit a proposal to the Corporation for
inclusion in the proxy and proxy statement relating to that
meeting must submit such proposal or proposals in writing to
the President of SUN BANCORP, INC. at its principal
executive offices at 2-16 South Market Street, P.O. Box 57,
Selinsgrove, Pennsylvania 17870, not later than Monday,
December 2, 1996.
<PAGE>

                      ADDITIONAL INFORMATION

     A copy of the Annual Report of the Corporation and its
subsidiaries, Sun Bank and Pennsylvania Sun Life Insurance
Company, for the fiscal year ended December 31, 1995,
containing, among other things, consolidated financial
statements certified by its independent public accountants,
was mailed with this Proxy Statement on or about March 29,
1996 to the stockholders of record as of the close of
business on March 7, 1996.



                    AVAILABILITY OF FORM 10-K

     UPON WRITTEN REQUEST OF ANY STOCKHOLDER, A COPY OF THE
CORPORATION'S ANNUAL REPORT ON FORM 10-K FOR ITS FISCAL YEAR
ENDED DECEMBER 31, 1995 INCLUDING THE FINANCIAL STATEMENTS
AND SCHEDULES THERETO REQUIRED TO BE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 13A-1
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, MAY
BE OBTAINED WITHOUT CHARGE FROM THE CORPORATION'S VICE
PRESIDENT AND CHIEF FINANCIAL OFFICER, MR. JEFFREY E. HOYT,
AT 2-16 SOUTH MARKET STREET, P.O. BOX 57, SELINSGROVE,
PENNSYLVANIA 17870.


                    By Order of the Board of
                    Directors of SUN BANCORP, INC.

                    /s/ Robert C. Longenberger

                    Robert C. Longenberger
                    Secretary