Mail Stop 4561



							December 5, 2008


By U.S. Mail and Facsimile (973) 827-2926


Mr. Donald L. Kovach
Chairman and Chief Executive Officer
Sussex Bancorp
200 Munsonhurst Road, Route 517,
Franklin, Sussex County, New Jersey 07416.



Re: 	Sussex Bancorp
Preliminary Proxy Statement on Schedule 14A
      File No. 001-12569
      Filed November 26, 2008


Dear Mr. Kovach:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your documents in
response
to these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with information so we
may
better understand your disclosure.  After reviewing this
information,
we may raise additional comments.

      The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing.  We look forward to working
with you in these respects.  We welcome any questions you may have
about our comments or any other aspect of our review.  Feel free
to
call us at the telephone numbers listed at the end of this letter.



How much capital is the Company seeking from the U.S. Treasury,
page 4

1. Disclose the minimum proceeds of your proposed sale of
securities
to the Treasury Department.  Also, please update the proxy
statement
to note the current status of your application if there has been
any
change since filing the preliminary proxy material.


The CPP, page 5

2. Disclose more detail regarding all the material terms of your
participation in the Capital Purchase Program.  Describe the
material
terms of the securities and warrants you will issue to the
Treasury
Department.  In this discussion also note market price of the
company`s common stock, the minimum number of warrants that you
will
issue to the Treasury Department, disclose the exercise price of
the
warrants, and finally, disclose the minimum warrants that will be
issued and the maximum number of warrants that will be issued as a
percentage of the number of outstanding common stock currently
outstanding.

3. Please discuss how your participation in the Capital Purchase
Program may:
* impact the holders of any outstanding senior classes of your
securities;
* impact the rights of your existing common shareholders;
* dilute the interests of your existing common shareholders;
* require you to expand your board of directors to accommodate
Treasury Department appointments to it;
* require you to register for resale securities you have issued to
the
Treasury Department; and
* impact how you operate your company, for example, how the terms
of
participation will require you to restructure your executive
compensation arrangements.

4. Disclose, if true, that the Treasury Department is not
obligated to
accept your application to participate in the Capital Purchase
Program
and that the estimated proceeds of your proposed sale of
securities to
the Treasury Department are not guaranteed.

5. Discuss any material effect on your liquidity, capital
resources or
results of operations if the proposal is approved and the Treasury
Department denies your application.

6. Disclose whether you will modify any plans or contracts to
comply
with limits on executive compensation established by Section 111
of
the Emergency Economic Stabilization Act of 2008.

Financial Statements

      Where you expect the proceeds of the sale of securities to
the
Treasury Department to have a material impact on your balance
sheet or
income statement, our rules require you to provide pro forma
statements that comply with Article 11 of Regulation S-X in your
proxy
statement.  If you expect the proceeds of the sale of securities
to
the Treasury Department to have a material impact on your
financial
statements, you may provide a textual discussion of the pro forma
effect rather than pro forma financial statements.

      In evaluating the impact of the potential sale of securities
to
the Treasury Department, you must consider the material effect of
the
transaction, including:

* how the application of the proceeds of the transaction may
potentially effect your net interest margin;

* how the accretion and dividends on the preferred stock will
impact
the net income available to common shareholders; and

* how the transaction will impact your basic earnings per share,
diluted earnings per share, and diluted shares outstanding.

      Your assumptions regarding the use of proceeds from the
transactions, such as an assumption regarding the pay down of
existing
debt or the investment of the proceeds in federal funds sold, must
be
factually supportable.  You should consider only those plans for
the
proceeds that meet the factually supportable criteria.

      Where you determine that the proceeds of the sale of
securities
to the Treasury Department will have a material impact on your
balance
sheet or income statement and elect to prepare and provide pro
forma
financial statements, you should include, in your proxy statement,
a
pro forma balance sheet for the most recent balance sheet date and
a
pro forma income statement for the most recent annual and interim
periods that address the impact of both the minimum and maximum
proceeds of the sale.  If you choose to provide a textual
discussion
in lieu of pro forma financial statements, please address the
minimum
and maximum proceeds of the sale as well as the other items noted
in
the following paragraph.

      In preparing pro forma financial statements, discuss any
relevant assumptions you have made and you should briefly describe
any
pro forma adjustments such as your assumptions about interest
savings
on proceeds applied to pay down debt and interest income earned on
proceeds invested.  State, if true, that you used the treasury
stock
method for purposes of evaluating the effect of the warrants on
diluted shares outstanding.  Describe the methodologies you used
to
allocate the transaction process among the securities you may
issue to
the Treasury Department (relative fair value) and to accrete the
discount on the preferred stock.

      If you do not believe the sale of the securities to the
Treasury
Department will have a material impact on your balance sheet or
income
statement, provide us with your quantitative and qualitative
analysis
of your conclusion.  In your analysis, discuss the impact to each
of
the items noted above as well as to total shareholders` equity and
your capital ratios.





      * * * * * * * * * * * * *





      As appropriate, please amend your proxy statement in
response to
these comments.  You may wish to provide us with marked copies of
the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have
made.

	In connection with responding to our comments, please
provide, in
writing, a statement from the company and each filing person
acknowledging that:

* the company or filing person is responsible for the adequacy and
accuracy of the disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company or filing person may not assert staff comments as a
defense in any proceeding initiated by the Commission or any
person
under the federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in our review of your filing or in response
to
our comments on your filing.
      You may contact either Jonathan E. Gottlieb at (202) 551-
3416 or
me at (202) 551-3418 if you have questions regarding these
comments.




						Sincerely,



						William C. Friar
						Senior Financial Analyst



























Mr. Donald L. Kovach
Sussex Bancorp
December 5, 2008
Page 1