UNITED STATES
                       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): October 19, 2005
 
                               S.Y. BANCORP, INC.
             (Exact name of registrant as specified in its charter)
 
 

       Kentucky                           1-13661               61-1137529
       --------                           -------               ----------
(State or other jurisdiction of   (Commission File Number)   (I.R.S. Employer
 incorporation or organization)                             Identification No.)
 

               1040 East Main Street, Louisville, Kentucky, 40206
               --------------------------------------------------
                    (Address of principal executive offices)
 

                                 (502) 582-2571
                                 --------------
              (Registrant's telephone number, including area code)
 




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:

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

|_| Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

|_| 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.

On October 19, 2005, S.Y. Bancorp,  Inc. issued a press release, a copy of which
is attached  hereto as Exhibit 99.1 and  incorporated  by reference,  announcing
third quarter 2005 earnings.

The  information  in this Form 8-K and the attached  Exhibit shall not be deemed
filed for  purposes  of Section  18 of the  Securities  Exchange  Act of 1934 or
otherwise  subject to the  liabilities  of that section,  nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, except
as shall be expressly set forth by specific reference in such filing.

 
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
 
    C.     Exhibits
 
           99.1      Press Release dated October 19, 2005.



 
 
                                    SIGNATURE
 
Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.
 
Date: October 19, 2005                   S.Y. BANCORP, INC.
                                                       
                                         By: /s/ Nancy B. Davis
                                             -----------------------------------
                                              Nancy B. Davis, Executive Vice
                                              President, Treasurer and Chief
                                              Financial Officer