Mail Stop 4561



							December 22, 2008


By U.S. Mail and Facsimile (732) 846-8877


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
Amendment Number One to Preliminary Proxy Statement on Schedule
14A
      File No. 001-12569
      Filed December 11, 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.



General

1. Supplementally provide us with the supporting calculations for
the
preferred, warrant preferred, and discount amounts.


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

2. Please update the proxy statement to note the current status of
your application.


The CPP, page 6

3. As we requested, 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.


Certain Pro Forma Information, page 8

4. Revise the first paragraph and the use of proceeds to only use
a
factually supportable initial investment, such as short term
borrowing
reductions or the purchase of agency securities, without any
ratable
deployment assumptions.


Pro Forma Balance Sheet, page 9

5. Revise footnote 1 consistent with the comment 4 above, i.e.,
only
use the initial use of the proceeds, e.g., "the initial use of the
proceeds will be to reduce short-term debt which carries a
weighted
average rate of x%".

6. Revise footnote 1 to disclose how you determined that 4.3
percent
is an appropriate rate for brokered deposits.

7. Revise footnote 3 to disclose the specific model used to
determine
the fair value of the preferred shares in addition to the
assumptions
used.


Pro Forma Income Statements, page 10-11

8. Revise footnote 3 to disclose the aggregate discount amount.


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

      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 22, 2008
Page 1