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): January 20, 2006
 
                               S.Y. BANCORP, INC.

             (Exact name of registrant as specified in its charter)
 
 

           Kentucky                      1-13661                 61-1137529
           --------                      -------                 ----------
(State or other jurisdiction of        (Commission            (I.R.S. Employer
 incorporation or organization)        File Number)          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 January 20, 2006, S.Y. Bancorp,  Inc. issued a press release, a copy of which
is attached  hereto as Exhibit 99.1 and  incorporated  by reference,  announcing
year-end 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 January 20, 2006.
 
 
                                                      

                                    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: January 20, 2006                        S.Y. BANCORP, INC.
                                                       
                                              By: /s/ Nancy B. Davis
                                                  ------------------------------
                                                  Nancy B. Davis, Executive Vice
                                                  President, Treasurer and Chief
                                                  Financial Officer