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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 27, 2005
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                                 SUSSEX BANCORP
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             (Exact name of registrant as specified in its charter)

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


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



        Registrant's telephone number, including area code (973) 827-2914
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Item 1.01.  Entry Into a Material Definitive Agreement.
            ------------------------------------------

     On  April  27,  2005,  the  shareholders  of the  Registrant  approved  the
Registrant's  2004 Equity  Incentive Plan (the "Plan") which had been adopted by
the Registrant's  Board of Directors on December 15, 2004. The Plan provides for
the grant of equity,  in the form of  restricted  stock  awards or stock  option
grants,  to the Registrant's  employees,  officers,  directors,  consultants and
advisors.  Up to 200,000  shares of common stock  (subject to  adjustment in the
event of stock splits and other similar events) may be issued pursuant to awards
granted under the Plan.

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 28, 2005, the Registrant issued a press release announcing (i) its
financial  results for the first quarter ending March 31, 2005 and (ii) that its
Board of Directors  declared a cash dividend of $0.07 per share,  payable on May
31,  2005 to  shareholders  of record as of May 9,  2005.  A copy of this  press
release is included as Exhibit 99.1 hereto.

Item 8.01.  Other Events.
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     On April 28, 2005,  the  Registrant  issued a press release  announcing the
expansion of its stock buy back program to permit the  Registrant  to repurchase
up to 100,000 shares of its outstanding  common stock via open market  purchases
or privately negotiated transactions. Previously, its buy back program permitted
the Registrant to repurchase up to 50,000  shares.  A copy of this press release
is included as Exhibit 99.2 hereto.

Item. 9.01  Financial Statements and Exhibits
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(c)  Exhibits

     10 Sussex Bancorp 2004 Equity Incentive Plan

     99.1 Press Release dated April 28, 2005 regarding financial results for the
first quarter  ending March 31, 2005 and announcing a declaration of a $0.07 per
share cash dividend to shareholders of record as of May 9, 2005.

     99.2 Press  Release  dated April 28, 2005  regarding  the  expansion of the
Registrant's stock buy back program.


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SIGNATURES
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     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 28, 2005            By: /s/ Candace A. Leatham
                                     ----------------------
                                         CANDACE A. LEATHAM
                                         Executive Vice President and Treasurer


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                                  EXHIBIT INDEX
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                   CURRENT REPORT ON FORM 8-K
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Exhibit No.   Description                                               Page No.
-----------   -----------                                               --------

10            2004 Equity Incentive Plan                                5

99.1          Press release dated April 28, 2005 announcing the         15
              Registrant's results for the first quarter of 2005 and
              the Registrant's declaration of a $0.07 cash dividend
              to shareholders of record as of May 9, 2005

99.2          Press release dated April 28, 2005 announcing the         16
              expansion of the Registrant's stock buy back program
              to permit its repurchase of up to 100,000 shares of its
              outstanding common stock


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