UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549



____________________



FORM 8-A/A

(Amendment No. 1)



____________________



FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934



____________________



S.Y.
BANCORP, INC.

(Exact name of registrant as specified in its
charter)

____________________








 
  
  
Kentucky

  (State of incorporation or organization)
  
  
  
61-1137529

  (I.R.S. Employer Identification No.)
  
 






1040 East Main
Street

Louisville, Kentucky  40206

(Address of principal executive offices, including
zip code)



____________________





>If this Form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c), check the following box.
[   ]



If this Form relates to the registration of a class of
securities pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d), check the following box.  [X]



Securities Act registration statement file number to which this Form
relates:  Not Applicable



Securities to be registered pursuant to Section 12(b) of the Act:  None



Securities to be registered pursuant to Section 12(g) of the Act:



Preferred Share Purchase Rights

(Title of Class)





_________________________________________________________________________________




          This
Form 8-A/A is filed by S.Y. Bancorp, Inc. (the "Company") to reflect the
expiration of the preferred share purchase rights (the "Rights") registered on
the Form 8-A (File Number 0-17262) filed by the Registrant on April 23, 2003
(the "Registration Statement").



Item 1.           Description
of Registrant's Securities to be Registered.



          Item
1 of the Registration Statement is incorporated herein by reference and is
hereby amended and supplemented by adding the following:



          On
April 24, 2013, the "Expiration Date" occurred under the Rights Agreement dated
as of April 23, 2003, by and between the Company and Wachovia Bank, N.A., as
Rights Agent (the "Rights Agreement").  As
a result, the Rights Agreement and the Rights issued thereunder expired by
their own terms and each outstanding common share, no par value, of the Company
is no longer accompanied by a right to purchase, under certain circumstances,
one one-hundredth of a share of Series A Junior Participating Preferred Stock
of the Company.  Shareholders of the Company
were not entitled to any payment as a result of the occurrence of the
Expiration Date and the expiration of the Rights.



Item 2.           Exhibits.



          The
following exhibit is filed as a part of this registration statement:






 
  
  
Exhibit

  Number
  
  
  
Description of
  Exhibit
  
 
 
  
  
 
  
  
  
 
  
 
 
  
  
4.1
  
  
  
Rights Agreement, dated as of April 23, 2003,
  between S.Y. Bancorp, Inc. and Wachovia Bank, National Association, as Rights
  Agent, which includes the Articles of Amendment to the Articles of
  Incorporation as Exhibit A, the form of Right Certificate as Exhibit B and
  the Summary of Rights to Purchase Preferred Shares as Exhibit C (incorporated
  herein by reference to Exhibit 1 to S.Y. Bancorp, Inc.'s registration
  statement on Form 8-A filed on April 23, 2003).
  
 








_________________________________________________________________________________





SIGNATURE





          Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant
has duly caused this amendment to registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.



Date:   April
25, 2013








 
  
  
 
  
  
  
S.Y. BANCORP, INC.
  
 
 
  
  
 
  
  
  
 
  
 
 
  
  
 
  
  
  
 
  
  
 
  
  
 
  
  
  
By:
  
  
  
/s/ Nancy B. Davis
  
 
 
  
  
 
  
  
  
 
  
  
  
Nancy B. Davis

  Executive Vice President, Treasurer and

  Chief Financial Officer
  
 








_________________________________________________________________________________





EXHIBIT INDEX






 
  
  
Exhibit

  Number
  
  
  
Description of Exhibit
  
 
 
  
  
 
  
  
  
 
  
 
 
  
  
4.1
  
  
  
Rights Agreement, dated as of April 23, 2003,
  between S.Y. Bancorp, Inc. and Wachovia Bank, National Association, as Rights
  Agent, which includes the Articles of Amendment to the Articles of
  Incorporation as Exhibit A, the form of Right Certificate as Exhibit B and
  the Summary of Rights to Purchase Preferred Shares as Exhibit C (incorporated
  herein by reference to Exhibit 1 to S.Y. Bancorp, Inc.'s registration
  statement on Form 8-A filed on April 23, 2003).