SC 13D/A

CUSIP No. 855716106 Page 1 of 28    

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

Amendment No. 1

STATE BANCORP, INC.
(Name of Issuer)

Common Stock, par value $5.00 per share
(Title of Class of Securities)

855716106
(CUSIP Number)

Mr. John W. Palmer
PL Capital LLC
20 East Jefferson Avenue
Suite 22
Naperville, IL 60540
(630) 848-1340
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 19, 2006
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].

CUSIP No. 855716106 Page 2 of 28    

1	NAMES OF REPORTING PERSONS                Financial Edge Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)   [X] (b)   [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER 0
BENEFICIALLY OWNED		8	SHARED VOTING POWER 255,715
BY EACH REPORTING		9	SOLE DISPOSITIVE POWER 0
PERSON WITH		10	SHARED DISPOSITIVE POWER 255,715
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 255,715
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			[X]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.9%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 855716106 Page 3 of 28    

1	NAMES OF REPORTING PERSONS                Financial Edge —Strategic Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)   [X] (b)   [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER 0
BENEFICIALLY OWNED		8	SHARED VOTING POWER 131,122
BY EACH REPORTING		9	SOLE DISPOSITIVE POWER 0
PERSON WITH		10	SHARED DISPOSITIVE POWER 131,122
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 131,122
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			[X]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 855716106 Page 4 of 28    

1	NAMES OF REPORTING PERSONS                Goodbody/PL Capital, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)   [X] (b)   [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER 0
BENEFICIALLY OWNED		8	SHARED VOTING POWER 141,603
BY EACH REPORTING		9	SOLE DISPOSITIVE POWER 0
PERSON WITH		10	SHARED DISPOSITIVE POWER 141,603
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 141,603
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			[X]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 855716106 Page 5 of 28    

1	NAMES OF REPORTING PERSONS                PL Capital, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)   [X] (b)   [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER 0
BENEFICIALLY OWNED		8	SHARED VOTING POWER 572,580
BY EACH REPORTING		9	SOLE DISPOSITIVE POWER 0
PERSON WITH		10	SHARED DISPOSITIVE POWER 572,580
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 572,580
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			[X]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.2%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 855716106 Page 6 of 28    

1	NAMES OF REPORTING PERSONS                Goodbody/PL Capital, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)   [X] (b)   [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER 0
BENEFICIALLY OWNED		8	SHARED VOTING POWER 141,603
BY EACH REPORTING		9	SOLE DISPOSITIVE POWER 0
PERSON WITH		10	SHARED DISPOSITIVE POWER 141,603
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 141,603
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			[X]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 855716106 Page 7 of 28    

1	NAMES OF REPORTING PERSONS                PL Capital Advisors, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)   [X] (b)   [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER 0
BENEFICIALLY OWNED		8	SHARED VOTING POWER 722,665
BY EACH REPORTING		9	SOLE DISPOSITIVE POWER 0
PERSON WITH		10	SHARED DISPOSITIVE POWER 722,665
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 722,665
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			[X]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.4%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 855716106 Page 8 of 28    

1	NAMES OF REPORTING PERSONS                John W. Palmer
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)   [X] (b)   [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS AF, PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES		7	SOLE VOTING POWER 100
BENEFICIALLY OWNED		8	SHARED VOTING POWER 727,265
BY EACH REPORTING		9	SOLE DISPOSITIVE POWER 100
PERSON WITH		10	SHARED DISPOSITIVE POWER 727,265
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 727,365
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			[X]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.4%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 855716106 Page 9 of 28    

1	NAMES OF REPORTING PERSONS                Richard J. Lashley
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)   [X] (b)   [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS AF, PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES		7	SOLE VOTING POWER 1,000
BENEFICIALLY OWNED		8	SHARED VOTING POWER 727,265
BY EACH REPORTING		9	SOLE DISPOSITIVE POWER 1,000
PERSON WITH		10	SHARED DISPOSITIVE POWER 727,265
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 728,265
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			[X]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.4%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 855716106 Page 10 of 28    

1	NAMES OF REPORTING PERSONS                PL Capital Offshore, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)   [X] (b)   [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES		7	SOLE VOTING POWER 0
BENEFICIALLY OWNED		8	SHARED VOTING POWER 13,082
BY EACH REPORTING		9	SOLE DISPOSITIVE POWER 0
PERSON WITH		10	SHARED DISPOSITIVE POWER 13,082
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,082
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			[X]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than One Percent
14	TYPE OF REPORTING PERSON CO

CUSIP No. 855716106 Page 11 of 28    

1	NAMES OF REPORTING PERSONS                PL Capital/Focused Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)   [X] (b)   [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER 0
BENEFICIALLY OWNED		8	SHARED VOTING POWER 181,143
BY EACH REPORTING		9	SOLE DISPOSITIVE POWER 0
PERSON WITH		10	SHARED DISPOSITIVE POWER 181,143
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 181,143
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			[X]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 855716106 Page 12 of 28    

1	NAMES OF REPORTING PERSONS                Advance Capital Partners, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)   [X] (b)   [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey
NUMBER OF SHARES		7	SOLE VOTING POWER 0
BENEFICIALLY OWNED		8	SHARED VOTING POWER 4,600
BY EACH REPORTING		9	SOLE DISPOSITIVE POWER 0
PERSON WITH		10	SHARED DISPOSITIVE POWER 4,600
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,600
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			[X]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than One Percent
14	TYPE OF REPORTING PERSON PN

CUSIP No. 855716106 Page 13 of 28    

1	NAMES OF REPORTING PERSONS                Peter Cocoziello
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)   [X] (b)   [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER 0
BENEFICIALLY OWNED		8	SHARED VOTING POWER 4,600
BY EACH REPORTING		9	SOLE DISPOSITIVE POWER 0
PERSON WITH		10	SHARED DISPOSITIVE POWER 4,600
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,600
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			[X]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than One Percent
14	TYPE OF REPORTING PERSON IN

CUSIP No. 855716106 Page 14 of 28    

1	NAMES OF REPORTING PERSONS                Padco Management Corp.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)   [X] (b)   [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER 0
BENEFICIALLY OWNED		8	SHARED VOTING POWER 4,600
BY EACH REPORTING		9	SOLE DISPOSITIVE POWER 0
PERSON WITH		10	SHARED DISPOSITIVE POWER 4,600
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,600
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			[X]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than One Percent
14	TYPE OF REPORTING PERSON CO

CUSIP No. 855716106 Page 15 of 28    

Item 1. Security and Issuer

        This amended Schedule 13D/A relates to the common stock, par value $5.00 per share (“Common Stock”), of State Bancorp, Inc. (the “Company” or “State Bancorp”). The address of the principal executive offices of the Company is 699 Hillside Avenue, New Hyde Park, NY 11040-2512.

Item 2. Identity and Background

        This amended Schedule 13D/A is being filed jointly by the parties identified below. All of the filers of this amended Schedule 13D/A are collectively the “PL Capital Group.” The joint filing agreement of the members of the PL Capital Group was previously filed as Exhibit 1 to the initial Schedule 13D.

• Financial Edge Fund, L.P., a Delaware limited partnership (“Financial Edge Fund”);

• Financial Edge-Strategic Fund, L.P., a Delaware limited partnership (“Financial Edge Strategic”);

• PL Capital/Focused Fund, L.P., a Delaware limited partnership (“Focused Fund”);

• PL Capital Offshore, Ltd., a Cayman Islands company (“PL Capital Offshore”);

• PL Capital, LLC, a Delaware limited liability company (“PL Capital”) and General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund;

• PL Capital Advisors, LLC, a Delaware limited liability company (“PL Capital Advisors”), and the investment advisor to PL Capital Offshore, Financial Edge Fund, Financial Edge Strategic, Goodbody/PL Capital, L.P. and Focused Fund;

• Goodbody/PL Capital, L.P., a Delaware limited partnership (“Goodbody/PL LP”);

• Goodbody/PL Capital, LLC (“Goodbody/PL LLC”), a Delaware limited liability company and General Partner of Goodbody/PL LP;

• John W. Palmer and Richard J. Lashley, as Managing Members of PL Capital, PL Capital Advisors and Goodbody/PL LLC, members of the Board of Directors of PL Capital Offshore, and as individuals;

• Padco Management Corp., a New Jersey corporation (“Padco”), the Managing Member of Advance Capital Partners;

CUSIP No. 855716106 Page 16 of 28    

• Advance Capital Partners, LLC, a New Jersey limited liability company (“Advance Capital Partners”); and

• Mr. Peter Cocoziello, as President of Padco, which is the Managing Member of Advance Capital Partners.

        (a)-(c)     This statement is filed by Mr. John W. Palmer and Mr. Richard J. Lashley, with respect to the shares of Common Stock beneficially owned by them, as follows:

(1) shares of Common Stock held in the name of Financial Edge Fund, Financial Edge Strategic, Focused Fund and PL Capital Offshore, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of (A) PL Capital: the General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund, and (B) PL Capital Advisors: the investment advisor for Financial Edge Fund, Financial Edge Strategic, Focused Fund and PL Capital Offshore; Messrs. Lashley and Palmer are also members of PL Capital Offshore’s Board of Directors;

(2) shares of Common Stock held in the name of Goodbody/PL LP, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of (A) Goodbody/PL LLC: the General Partner of Goodbody/PL LP, and (B) PL Capital Advisors: the investment advisor for Goodbody/PL LP; and

(3) shares of Common Stock held by Mr. Palmer and Mr. Lashley, as individuals.

        The business address of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, PL Capital Advisors, Goodbody/PL LP, Goodbody/PL LLC, Mr. Palmer and Mr. Lashley is: c/o PL Capital, 20 East Jefferson Avenue, Suite 22, Naperville, Illinois 60540. Each of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, Goodbody/PL LP, PL Capital Advisors and Goodbody/PL LLC are engaged in various interests, including investments.

        The business address of PL Capital Offshore is One Capital Place, P.O. Box 847GT, Grand Cayman, Cayman Islands. PL Capital Offshore is an investment company.

        The business address of Advance Capital Partners, Padco and Mr. Cocoziello is 1430 State Highway 206, Suite 100, Bedminster, NJ 07921. Advance Capital Partners and Padco are engaged in various interests including real estate investment and other investments.

        The principal employment of Messrs. Palmer and Lashley is investment management with each of PL Capital, PL Capital Advisors and Goodbody/PL LLC.

        The principal employment of Mr. Cocoziello is real estate development and investment with Advance Realty Group, LLC, a real estate development and investment firm headquartered at 1430 State Highway 206, Suite 100, Bedminster, NJ 07921.

        (d)     During the past five years, no member of the PL Capital Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

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        (e)     During the past five years, no member of the PL Capital Group has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

        (f)     All of the individuals who are members of the PL Capital Group are citizens of the United States.

Item 3. Source and Amount of Funds or Other Consideration

        In aggregate, the PL Capital Group owns 728,365 shares of Common Stock of the Company acquired at an aggregate cost of $11,535,746.

        The amount of funds expended by Financial Edge Fund to acquire the 255,715 shares of Common Stock it holds in its name is $4,048,005. Such funds were provided from Financial Edge Fund’s available capital.

        The amount of funds expended by Financial Edge Strategic to acquire the 131,122 shares of Common Stock it holds in its name is $2,070,840. Such funds were provided from Financial Edge Strategic’s available capital.

        The amount of funds expended by Focused Fund to acquire the 181,143 shares of Common Stock it holds in its name is $2,873,690. Such funds were provided from Focused Fund’s available capital and margin provided by Bear Stearns Securities Corp. (“Bear Stearns”) on that firm’s usual terms and conditions.

        The amount of funds expended by PL Capital Offshore to acquire the 13,082 shares of Common Stock it holds in its name is $209,855. Such funds were provided from PL Capital Offshore’s available capital and margin provided by Bear Stearns on that firm’s usual terms and conditions.

        The amount of funds expended by Goodbody/PL LP to acquire the 141,603 shares of Common Stock it holds in its name is $2,242,559. Such funds were provided from Goodbody/PL LP’s available capital.

        The amount of funds expended by Advance Capital Partners to acquire the 4,600 shares of Common Stock it holds in its name is $74,244. Such funds were provided from Advance Capital Partner’s available capital.

        The amount of funds expended by Mr. Palmer to acquire the 100 shares of Common Stock he holds in his name is $1,508. Such funds were provided from Mr. Palmer’s personal funds.

        The amount of funds expended by Mr. Lashley to acquire the 1,000 shares of Common Stock he holds in his name is $15,045. Such funds were provided from Mr. Lashley’s personal funds.

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        Any purchases of Common Stock made by members of the PL Capital Group using funds borrowed from Bear Stearns, if any, were made in margin transactions on that firm’s usual terms and conditions. All or part of the shares of Common Stock owned by members of the PL Capital Group may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities to members of the PL Capital Group. Such loans, if any, generally bear interest at a rate based upon the federal funds rate plus a margin. Such indebtedness, if any, may be refinanced with other banks or broker-dealers. As of the date of this filing, the Focused Fund is the only member of the PL Capital Group with margin loans outstanding secured by Common Stock.

Item 4. Purpose of Transaction

        This is the PL Capital Group’s first amendment to its initial Schedule 13D filing. The PL Capital Group owns 5.4% of State Bancorp. The PL Capital Group acquired the Common Stock because it believes the stock of State Bancorp is undervalued.

        On November 14, 2006, the PL Capital Group sent a letter to the Compensation Committee of the Board of Directors of the Company, regarding its concerns over certain provisions of the employment agreement of Mr. Thomas O’Brien, the recently hired Chief Operating Officer. A copy of the letter is attached as Exhibit 2 to this amended Schedule 13D/A. Mr. O’Brien’s employment agreement was filed by the Company on a Form 8-K dated November 7, 2006. On December 11, 2006, the Company responded to PL Capital Group’s letter. A copy of the Company’s response letter is attached as Exhibit 3 to this amended Schedule 13D/A. On December 11, 2006, Mr. Lashley communicated with Mr. O’Brien, informing him that while PL Capital Group appreciated the Company’s response, PL Capital Group still disagrees with certain provisions of his employment agreement. Nevertheless, Mr. Lashley informed Mr. O’Brien that PL Capital Group does not presently intend to pursue this matter any further. It is PL Capital Group’s hope that Mr. O’Brien will pursue courses of action at the Company that in time will improve the Company’s performance and stock price.

        On December 19, 2006 the PL Capital Group acquired 123,750 shares of Common Stock in a private placement at $16.75 per share, for a total cost of $2,072,813.

        The PL Capital Group plans to closely monitor its investment in the Company, including communicating with members of the Company’s management team from time to time.

        Members of the PL Capital Group may make further purchases of shares of Common Stock, although the PL Capital Group has no present intention of ever increasing PL Capital Group’s aggregate holdings above 9.999% of the Company’s outstanding Common Stock. Members of the PL Capital Group may dispose of any or all the shares of Common Stock held by them.

        To the extent the actions described herein may be deemed to constitute a “control purpose” with respect to the Securities Exchange Act of 1934, as amended, and the regulations thereunder, the PL Capital Group has such a purpose. Except as noted in this amended Schedule 13D/A, no member of the PL Capital Group has any plans or proposals, which relate to, or would result in, any of the matters referred to in paragraphs (b) through (j), inclusive of Item (4) of this amended Schedule 13D/A. Such individuals may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto.

CUSIP No. 855716106 Page 19 of 28    

Item 5. Interest in Securities of the Company

        The percentages used in this amended Schedule 13D/A were calculated based on 13,512,557 outstanding shares of Common Stock. This number is the product of the 11,262,557 shares of Common Stock that were reported as outstanding in the Company’s Form 10-Q/A filed on December 18, 2006, plus the 2,250,000 shares of Common Stock that the Company sold in a private placement on December 19, 2006.

        The PL Capital Group’s transactions in the Common Stock within the past 60 days are as follows:

(A) Financial Edge Fund

(a)-(b) See cover page.

(c) Financial Edge Fund made the following purchases and sales of Common Stock in the past 60 days:

Date	Number of Shares Purchased/(Sold)		Price Per Share ($)		Total (Proceeds)/Cost($)
2006-12-19		43,300		16.75		725,275

(d) Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the general partner of Financial Edge Fund, they have the power to direct the affairs of Financial Edge Fund, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Fund. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Financial Edge Fund. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and disposition power with Financial Edge Fund with regard to those shares of Common Stock.

(B) Financial Edge Strategic

(a)-(b) See cover page.

(c) Financial Edge Strategic made the following purchases and sales of Common Stock in the past 60 days:

Date	Number of Shares Purchased/(Sold)		Price Per Share ($)		Total (Proceeds)/Cost($)
2006-12-19		22,300		16.75		373,525

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(d) Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the general partner of Financial Edge Strategic, they have the power to direct the affairs of Financial Edge Strategic, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Strategic. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Financial Edge Strategic. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and disposition power with Financial Edge Strategic with regard to those shares of Common Stock.

(C) Focused Fund

(a)-(b) See cover page.

(c) Focused Fund made the following purchases and sales of Common Stock in the past 60 days:

Date	Number of Shares Purchased/(Sold)		Price Per Share ($)		Total (Proceeds)/Cost($)
2006-12-19		22,300		16.75		373,525

(d) Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the general partner of Focused Fund, they have the power to direct the affairs of Focused Fund, including the voting and disposition of shares of Common Stock held in the name of Focused Fund. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Focused Fund. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and disposition power with Focused Fund with regard to those shares of Common Stock.

(D) PL Capital Offshore

(a)-(b) See cover page.

(c) PL Capital Offshore has made the following purchases or sales of Common Stock in the past 60 days:

Date	Number of Shares Purchased/(Sold)		Price Per Share ($)		Total (Proceeds)/Cost($)
2006-12-19		3,600		16.75		60,300

(d) PL Capital Advisors is the investment advisor for PL Capital Offshore. Because Messrs. Palmer and Lashley are the Managing Members of PL Capital Advisors, and members of the Board of Directors of PL Capital Offshore, they have the power to direct the affairs of PL Capital Offshore. Therefore, PL Capital Offshore may be deemed to share with Messrs. Palmer and Lashley voting and disposition power with regard to the shares of Common Stock held by PL Capital Offshore.

CUSIP No. 855716106 Page 21 of 28    

(E) Goodbody/PL LP

(a)-(b) See cover page.

(c) Goodbody/PL LP made the following purchases and sales of Common Stock in the past 60 days:

Date	Number of Shares Purchased/(Sold)		Price Per Share ($)		Total (Proceeds)/Cost($)
2006-12-19		32,250		16.75		540,188

(d) Goodbody/PL LLC is the general partner of Goodbody/PL LP. Because Messrs. Palmer and Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LP. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Goodbody/PL LP. Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting and disposition power with regard to the shares of Common Stock held by Goodbody/PL LP.

(F) PL Capital

(a)-(b) See cover page.

(c) PL Capital has made no purchases or sales of Common Stock directly.

(d) PL Capital is the general partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund. Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, they have the power to direct the affairs of PL Capital. Therefore, PL Capital may be deemed to share with Mr. Palmer and Mr. Lashley voting and disposition power with regard to the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic and Focused Fund.

(G) PL Capital Advisors

(a)-(b) See cover page.

(c) PL Capital Advisors has made no purchases or sales of Common Stock directly.

(d) PL Capital Advisors is the investment advisor to Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital Offshore and Goodbody/PL LP. Because they are the Managing Members of PL Capital Advisors, Mr. Palmer and Mr. Lashley have the power to direct the affairs of PL Capital Advisors. In addition, Mr. Palmer and Mr. Lashley are members of PL Capital Offshore’s Board of Directors. Therefore, PL Capital Advisors may be deemed to share with Mr. Palmer and Mr. Lashley voting and disposition power with regard to the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital Offshore and Goodbody/PL LP.

CUSIP No. 855716106 Page 22 of 28    

(H) Goodbody/PL LLC

(a)-(b) See cover page.

(c) Goodbody/PL LLC has made no purchases or sales of Common Stock directly.

(d) Goodbody/PL LLC is the general partner of Goodbody/PL LP. Because Messrs. Palmer and Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LLC. Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting and disposition power with regard to the shares of Common Stock held by Goodbody/PL LP.

(I) Mr. John W. Palmer

(a)-(b) See cover page.

(c) Mr. Palmer has made no purchases or sales of Common Stock in the past 60 days.

(J) Mr. Richard J. Lashley

(a)-(b) See cover page.

(c) Mr. Lashley has made no purchases or sales of Common Stock in the past 60 days.

(K) Advance Capital Partners

(a)-(b) See cover page.

(c) Advance Capital Partners has made no purchases or sales of Common Stock in the past 60 days.

(L) Padco Management

(a)-(b) See cover page.

(c) Padco has made no purchases or sales of Common Stock directly.

(d) Padco is the Managing Member of Advance Capital Partners and it has the power to direct the affairs of Advance Capital Partners. Therefore, Padco may be deemed to share with Advance Capital Partners voting and disposition power with regard to the shares of Common Stock held by Advance Capital Partners.

CUSIP No. 855716106 Page 23 of 28    

(M) Mr. Peter Cocoziello

(a)-(b) See cover page.

(c) Mr. Cocoziello has made no purchases or sales of Common Stock directly.

(d) Mr. Cocoziello is the President of Padco, which is the Managing Member of Advance Capital Partners and he has the power to direct the affairs of Padco and Advance Capital Partners. Therefore, Mr. Cocoziello may be deemed to share with Padco and Advance Capital Partners voting and disposition power with regard to the shares of Common Stock held by Advance Capital Partners.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.

        With respect to Financial Edge Fund, Financial Edge Strategic, Focused Fund, and Advance Capital Partners, PL Capital is entitled to an allocation of a portion of profits, if any. With respect to Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital Offshore and Goodbody/PL LP, PL Capital Advisors is entitled to a management fee based upon a percentage of total capital. With respect to Advance Capital Partners, PL Capital is entitled to a management fee based upon a percentage of total capital. With respect to Goodbody/PL LP, Goodbody/PL LLC is entitled to an allocation of a portion of profits, if any. With respect to PL Capital Offshore, PL Capital Advisors is entitled to a portion of profits, if any.

        In connection with the private placement described above, Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital Offshore and Goodbody/PL LP, among others, entered into (1) a Subscription Agreement (the “Subscription Agreement”) pursuant to which, among other things, they purchased 123,750 shares of Common Stock at $16.75 per share, as more particularly set forth and described in the Form of Subscription Agreement incorporated by reference as Exhibit 4 to this amended Schedule 13D/A, and (2) a Registration Rights Agreement (the “Registration Rights Agreement”) pursuant to which, among other things, they and the Company agreed to the terms under which the Company will register the shares of Common Stock issued under the Subscription Agreement for resale by the filing of a registration statement with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, and perform various other obligations and agreements related to such registration, as more particularly set forth and described in the Form of Registration Rights Agreement incorporated by reference as Exhibit 5 to this amended Schedule 13D/A.

        The descriptions of the Subscription Agreement and the Registration Rights Agreement set forth in this amended Schedule 13D/A are qualified in their entirety by reference to the complete form agreements governing such matters, each of which is incorporated by reference in this amended Schedule 13D/A.

CUSIP No. 855716106 Page 24 of 28    

        Other than the foregoing agreements and the Joint Filing Agreement previously filed as Exhibit 1 to the initial Schedule 13D, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Company.

Item 7. Material to be Filed as Exhibits

Exhibit No. Description

1 Joint Filing Agreement.*

2 Letter from PL Capital to Compensation Committee of the Company dated November 14, 2006.

3 Letter from the Company to PL Capital dated December 11, 2006.

4 Form of Subscription Agreement (incorporated by reference to Exhibit 99.1 to the Form 8-K of State Bancorp, Inc. dated December 21, 2006).

5 Form of Regsitration Rights Agreement (incorporated by reference to Exhibit 4.1 to the Form 8-K of State Bancorp, Inc. dated December 21, 2006).

* Previously filed.

CUSIP No. 855716106 Page 25 of 28    

SIGNATURES

        After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: December 26, 2006

FINANCIAL EDGE FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John W. Palmer	/s/ Richard J. Lashley
John W. Palmer	Richard J. Lashley
Managing Member	Managing Member
FINANCIAL EDGE-STRATEGIC FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John W. Palmer	/s/ Richard J. Lashley
John W. Palmer	Richard J. Lashley
Managing Member	Managing Member
PL CAPITAL/FOCUSED FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John W. Palmer	/s/ Richard J. Lashley
John W. Palmer	Richard J. Lashley
Managing Member	Managing Member

CUSIP No. 855716106 Page 26 of 28    

PL CAPITAL OFFSHORE, LTD.
By: PL CAPITAL ADVISORS, LLC
Investment Advisor
By: /s/ John W. Palmer	/s/ Richard J. Lashley
John W. Palmer	Richard J. Lashley
Managing Member	Managing Member
By: /s/ John W. Palmer	/s/ Richard J. Lashley
John W. Palmer	Richard J. Lashley
Director	Director
GOODBODY/PL CAPITAL, L.P.
By: GOODBODY/PL CAPITAL, LLC
General Partner
By: /s/ John W. Palmer	/s/ Richard J. Lashley
John W. Palmer	Richard J. Lashley
Managing Member	Managing Member

CUSIP No. 855716106 Page 27 of 28    

GOODBODY/PL CAPITAL, LLC
By: /s/ John W. Palmer	/s/ Richard J. Lashley
John W. Palmer	Richard J. Lashley
Managing Member	Managing Member
PL CAPITAL ADVISORS, LLC
By: /s/ John W. Palmer	/s/ Richard J. Lashley
John W. Palmer	Richard J. Lashley
Managing Member	Managing Member
PL CAPITAL, LLC
By: /s/ John W. Palmer	/s/ Richard J. Lashley
John W. Palmer	Richard J. Lashley
Managing Member	Managing Member
ADVANCE CAPITAL PARTNERS, LLC
By: Padco Management Corp.
Managing Member
By: /s/ Peter Cocoziello
Peter Cocoziello
President
PADCO MANAGEMENT CORP.
By: /s/ Peter Cocoziello
Peter Cocoziello
President

CUSIP No. 855716106 Page 28 of 28    

By: /s/ John W. Palmer
       John W. Palmer

By: /s/ Richard J. Lashley
       Richard J. Lashley

By: /s/ Peter Cocoziello
       Peter Cocoziello

EX-2

[PL CAPITAL, LLC LOGO]

20 EAST JEFFERSON AVENUE	466 SOUTHERN BOULEVARD
SUITE 22	ADAMS BUILDING
NAPERVILLE, ILLINOIS 60540	CHATHAM, NJ 07928
TEL: (630) 848-1340	TEL: (973) 360-1666
FAX: (630) 848-1342	FAX: (973) 360-1720

November 14, 2006

Members of the Compensation Committee
State Bancorp Inc. Board of Directors
699 Hillside Avenue
New Hyde Park, NY 11040

Dear Sirs:

I read with interest the press release and Employment Agreement (the Agreement) of Mr. Thomas O’Brien, filed in a Form 8-K on November 7, 2006. As State Bancorp’s second largest shareholder (behind the ESOP plan), we are pleased to see the State Bancorp Board handle the issue of Mr. Goldrick’s succession by hiring Mr. O’Brien, a highly regarded banking executive. We are also pleased to see that Mr. O’Brien is primarily being compensated with stock and options rather than salary and bonus.

We have several comments after reading the Agreement:

• Although we have every expectation that State Bancorp will become a high-performing institution under Mr. O’Brien’s leadership, we would have preferred to see a portion of the awards vest using performance criteria, rather than merely due to the passage of time.

• Based upon our reading of the Agreement, it also appears that the options do not expire within a reasonable period of time (say three to six months) after termination of employment (except for termination for cause), as is typical for option agreements. Instead, the options appear to remain outstanding for their full ten year term, regardless of whether Mr. O’Brien remains employed or not. This is not customary or reasonable and we assume it was an oversight in the drafting of the Agreement.

• We also noticed that the option and restricted stock awards effectively punish Mr. O’Brien if the stock price rises after the announcement of his hiring (i.e. our understanding of the Agreement is that the number of options and shares drop, and the option strike price rises, if the stock price rises in the days following the public announcement — similar arrangements usually allow the highly sought after executive to not be penalized by any post-announcement appreciation in the stock, by fixing the strike prices and share/option counts pre-announcement). While this is potentially less dilutive to shareholders, the Board of Directors should recognize that Mr. O’Brien is foregoing potential upside created by his hiring (although at the date of this letter there has been no material change in the post announcement stock price).

[PL CAPITAL, LLC LOGO]

With regard to these items, we recognize that the Agreement was struck as the result of arms length negotiation and we do not intend to ask that it be substantially revised. However, we feel very strongly that the option termination provisions should conform with customary option plan provisions (i.e. the options should terminate in a reasonable period, say three to six months, after termination of employment). I quickly scanned one of State Bancorp’s existing option plans and it appeared to contain similar provisions to the one we are recommending.

We feel very strongly about this particular issue. In fact, we engaged in a lengthy legal battle over comparable option plan issues after we joined the board of directors of another bank (we objected to the existing directors having option plans with non-customary and unreasonable terms).

We hope Mr. O’Brien and the board finds our request to be reasonable and consistent with sound compensation, benefit and corporate governance principles, and that this one provision can be changed (or someone can point to another agreement, or provision in the Agreement, that obviates our recommendation).

Please feel free to call me with any questions at 973-360-1666. Please share this letter with Mr. O’Brien and the entire Board of Directors of State Bancorp. As required by securities regulations, this letter will be publicly filed the next time we amend our Schedule 13D.

Sincerely,

/s/ Richard Lashley

Richard Lashley
Principal

cc: Mr. Phillip Goldberg, Foley & Lardner

EX-3

STATE BANK

        of Long Island

Thomas F. Goldrick, Jr.
Chairman & Chief Executive Officer

December 11, 2006

Mr. Richard Lashley
Principal
PL Capital, LLC
20 East Jefferson Avenue
Suite 22
Naperville, IL 60540

Dear Mr. Lashley:

Thank you for your letter of November 14, 2006 addressed to the State Bancorp, Inc. Compensation Committee. The letter was shared with the full Board of Directors at its meeting held on November 21, 2006.

The Board was pleased to learn of your favorable reaction to the recently announced management succession plan which includes the appointment of Thomas O’Brien as President and Chief Operating Officer and CEO designate, to succeed Thomas Goldrick in January of 2008.

The Board appreciates your interest in the Company and your concern for its success, as well as your thoughtful comments on the employment contract with Mr. O’Brien. As you correctly note, the agreement provides a compensation package that focuses heavily on stock and options rather than salary and bonus. The goal of both the Board and Mr. O’Brien was to provide a heavily incented compensation package that very closely aligns his interests with those of company shareholders. In so doing, both sides were very ably represented by experienced counsel. The final agreement is the product of a full and fair arm’s length negotiation. The Board is of the opinion that the structure of this employment agreement is uniquely suited to fulfill these goals and was pleased with Mr. O’Brien’s evident expression of personal confidence in our company. It also is of the opinion that this agreement compares extremely favorably, from an investor perspective, with those found in other banking companies.

The option term was not a drafting oversight but instead is an integral component of the agreement that was negotiated. The absence of significant cash compensation for Mr. O’Brien throughout the 5 year term, the annual vesting schedule of the stock options and matters related to contract law are among the factors that weigh in favor of allowing any fully vested options to

Two Jericho Plaza. Jericho, New York 11753- (516) 465-2210 Fax (514) 465-6700 E-Mail: tgoldrick@statebankofli.com

Page Two
December 11, 2006
Mr. Richard Lashley

remain exercisable for the remaining term following a termination of employment for reasons other than cause in this particular case. The Board is of the view that this is reasonable under the circumstances. While a shorter expiration period is certainly typical in more traditional circumstances, we note that awards in those plans are provided as long term incentive compensation in addition to the recipient’s current cash income and not in lieu thereof. The existing company option plan that you reference is designed for those more customary awards.

To your point about a portion of Mr. O’Brien’s compensation being linked to a performance criteria, please note that the employment contract also provides for annual performance based incentive compensation.

You also note that highly sought after executives can often command equity compensation arrangements that price based on pre-announcement market prices so that the executive is not penalized by any post-announcement appreciation in the stock. The Board was deeply impressed that, from the beginning of discussions, Mr. O’Brien only sought a very transparent, “investor friendly” compensation package. The structure agreed to for Mr. O’Brien’s equity compensation was designed to be responsive to current investor concern over so-called “spring-loaded” arrangements made immediately prior to the public announcement of material events. It is the Board’s belief that this agreement fully comports with that worthy goal.

The Board welcomes dialogue with fellow shareholders. It is our hope that, upon reflection, you will understand the basis upon which these terms were negotiated. The Board has every confidence that the Company has secured the right person to become its next Chief Executive Officer. It can also assure its fellow shareholders that it will provide the resources necessary for him to succeed.

Thank you again for communicating with us.

Sincerely,

/s/ Thomas F. Goldrick

Thomas F. Goldrick
Chairman and Chief Executive Officer