8-K

                                  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 26, 2006

                               S.Y. BANCORP, INC.
             (Exact name of registrant as specified in its charter)


         Kentucky                          0-17262               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 8.01. OTHER EVENTS.

On April 26, 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 that
the Board of Directors had declared a 5% stock dividend to the holders of common
stock. The new shares will be distributed on May 26, 2006, to shareholders of
record as of May 10, 2006; cash will be paid in lieu of fractional shares.


ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

      D.   Exhibits

           99.1 Press Release dated April 26, 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: April 26, 2006                          S.Y. BANCORP, INC.

                                              By: /s/ Nancy B. Davis
                                                  Nancy B. Davis, Executive Vice
                                                  President, Treasurer and Chief
                                                  Financial Officer

EX-99.1

                                                                    Exhibit 99.1

                     S.Y. Bancorp Declares 5% Stock Dividend

     LOUISVILLE, Ky.--(BUSINESS WIRE)--April 26, 2006--Speaking to shareholders
gathered for the Company's 2006 annual meeting, David P. Heintzman, Chairman and
Chief Executive Officer of S.Y. Bancorp, Inc. (NASDAQ: SYBT), parent company of
Stock Yards Bank & Trust Company in Louisville, southern Indiana and
Indianapolis, today announced that the Board of Directors has declared a 5%
stock dividend to the holders of common stock. The new shares will be
distributed on May 26, 2006, to shareholders of record as of May 10, 2006; cash
will be paid in lieu of fractional shares.
     Currently, S.Y. Bancorp has approximately 13.8 million shares outstanding.
     In making the announcement, Heintzman noted that the Board's decision to
issue a stock dividend reflected S.Y. Bancorp's ongoing strong performance.
"This step, together with the significant increases we have made to our cash
dividend payments over the recent several years - including two increases during
2005 and another already this year - is a tangible way to demonstrate our
ongoing commitment to enhancing overall shareholder value. Additionally, with
more shares outstanding, we anticipate greater trading volume and increased
visibility for our stock over time."
     In formal business conducted at the meeting, shareholders elected four
directors to new terms that expire with the 2009 annual meeting of shareholders.
They include: James E. Carrico, Managing Director, Acordia of Kentucky; Carl G.
Herde, Vice President and Chief Financial Officer, Baptist Healthcare System,
Inc.; Bruce P. Madison, President and CEO, Plumbers Supply Company, Inc.; and
Robert L. Taylor, Professor of Management and Dean Emeritus, College of Business
and Public Administration, University of Louisville.
     The Company's Directors continuing in office to future years include: David
H. Brooks, Retired, Former Chairman and Chief Executive Officer, S.Y. Bancorp,
Inc. and Stock Yards Bank & Trust Company; Charles R. Edinger, III, Vice
President, J. Edinger & Son, Inc.; Stanley A. Gall, M.D., Professor of
Obstetrics and Gynecology, University of Louisville; David P. Heintzman,
Chairman and Chief Executive Officer, S.Y. Bancorp, Inc. and Stock Yards Bank &
Trust Company; Nicholas X. Simon, President and CEO, Publishers Printing Company
LLC; Norman Tasman, President, Tasman Industries, Inc. and Tasman Hide
Processing, Inc.; and, Kathy C. Thompson, Senior Executive Vice President, S.Y.
Bancorp, Inc. and Stock Yards Bank & Trust Company.
     Shareholders also approved action by the Board of Directors to fix the
number of directors at thirteen.
     Louisville, Kentucky-based S.Y. Bancorp, Inc., with $1.4 billion in assets,
was incorporated in 1988 as a bank holding company. It is the parent company of
Stock Yards Bank & Trust Company, which was established in 1904. S.Y. Bancorp,
Inc. also is the parent company of S.Y. Bancorp Capital Trust I, a Delaware
statutory business trust that is a 100%-owned finance subsidiary. The Company's
Trust Preferred securities are listed on the Amex under the symbol SYI PR.

     This report contains forward-looking statements under the Private
Securities Litigation Reform Act that involve risks and uncertainties. Although
the Company's management believes the assumptions underlying the forward-looking
statements contained herein are reasonable, any of these assumptions could be
inaccurate. Therefore, there can be no assurance the forward-looking statements
included herein will prove to be accurate. Factors that could cause actual
results to differ from those discussed in forward-looking statements include,
but are not limited to: economic conditions both generally and more specifically
in the markets in which the Company and its subsidiaries operate; competition
for the Company's customers from other providers of financial services;
government legislation and regulation, which change from time to time and over
which the Company has no control; changes in interest rates; material unforeseen
changes in liquidity, results of operations, or financial condition of the
Company's customers; and other risks detailed in the Company's filings with the
Securities and Exchange Commission, all of which are difficult to predict and
many of which are beyond the control of the Company.


     CONTACT: S.Y. Bancorp, Inc., Louisville
              Nancy B. Davis, 502-625-9176