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): April 20, 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 April 20, 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 first
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 April 20, 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: April 20, 2005                          S.Y. BANCORP, INC.
                                                       
                                              By: /s/ Nancy B. Davis
                                                  ------------------------------
                                                  Nancy B. Davis, Executive Vice
                                                  President, Treasurer and Chief
                                                  Financial Officer