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) June 26, 2007

State Bancorp, Inc.

(Exact name of registrant as specified in its charter)

New York	001-14783	11-2846511
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

699 Hillside Avenue

New Hyde Park, NY 11040-2512

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code (516) 437-1000

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 5.03          Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Effective June 26, 2007, the Board of Directors of State Bancorp, Inc. (the “Company”) amended the Company’s bylaws (the “Bylaws”) to permit the Company to issue uncertificated shares. Previously, the Bylaws required that all shares of capital stock of the Company be represented by certificates. The Bylaws were amended in order for the Company to become eligible to participate in a Direct Registration Program as required by NASDAQ Rule 4350(l). In addition, effective as of June 26, 2007 the Board of Directors of the Company amended the Bylaws to further define the responsibilities of the Company’s Chairman and Chief Executive Officer while those positions are held by different individuals.

The full text of the Bylaws, as amended, is filed as Exhibit 3.1 to this current report on Form 8-K and is incorporated into this Item 5.03 by reference.

Item 9.01       Financial Statements and Exhibits

(c) Exhibits

3.1 Amended and Restated Bylaws of State Bancorp, Inc.

SIGNATURES

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 hereunto duly authorized.

Date: June 28, 2007	State Bancorp, Inc.
	By:	/s/ Brian K. Finneran
		Brian K. Finneran Chief Financial Officer