Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
HEINTZMAN DAVID P
   2. Issuer Name and Ticker or Trading Symbol
S Y BANCORP INC [SYBT] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman & CEO
(Last)
(First)
(Middle)
3019 POPPY WAY		 3. Date of Earliest Transaction (Month/Day/Year)
07/25/2006
(Street)

LOUISVILLE, KY 40206		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/25/2006   S   200 D $ 27.901 76,672 D  
Common Stock 07/25/2006   S   800 D $ 27.88 75,872 D  
Common Stock 07/25/2006   S   1,000 D $ 27.85 74,872 D  
Common Stock 07/25/2006   S   1,000 D $ 27.9 73,872 (1) D  
Common Stock               5,562 (2) I By Spouse
Common Stock               3,418.2226 (3) I By Minor Child
Common Stock               16,782.1332 (4) I by 401k/ESOP-fbo David Heintzman

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (Right to Buy) $ 24.0667 (5)             07/17/2006 01/17/2016 Common Stock 31,500 (5)   31,500 (5) D  
Option (Right to Buy) $ 9.7619 (6)             07/08/1998 01/08/2008 Common Stock 4,200 (6)   4,200 (6) D  
Option (Right to Buy) $ 11.3989 (7)             07/12/1999 01/12/2009 Common Stock 13,440 (7)   13,440 (7) D  
Option (Right to Buy) $ 11.3989 (8)             10/20/1999 04/20/2009 Common Stock 4,620 (8)   4,620 (8) D  
Option (Right to Buy) $ 10 (9)             07/07/2000 01/07/2010 Common Stock 20,790 (9)   20,790 (9) D  
Option (Right to Buy) $ 9.8238 (10)             06/21/2000 12/21/2010 Common Stock 27,300 (10)   27,300 (10) D  
Option (Right to Buy) $ 16 (11)             06/27/2001 12/27/2011 Common Stock 21,000 (11)   21,000 (11) D  
Option (Right to Buy) $ 18.619 (12)             06/17/2002 12/17/2012 Common Stock 16,590 (12)   16,590 (12) D  
Option (Right to Buy) $ 20.1714 (13)             06/16/2004 12/16/2013 Common Stock 15,750 (13)   15,750 (13) D  
Option (Right to Buy) $ 22.8095 (14)             06/14/2005 12/14/2014 Common Stock 25,095 (14)   25,095 (14) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HEINTZMAN DAVID P
3019 POPPY WAY
LOUISVILLE, KY 40206		   X     Chairman & CEO  

Signatures

 //David P. Heintzman   07/26/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Includes 3,645 additional shares from 5% stock dividend paid on 5/26/06
(2) Includes 264 additional shares from 5% stock dividend paid on 5/26/06
(3) Includes 161.3451 additional shares from 5% stock dividend paid on 5/26/06 & 17.9751 additional shares acquired on 7/1/06 under the SYBancorp dividend reinvestment plan
(4) Includes 799 additional shares from 5% stock dividend paid on 5/26/06
(5) This option was previously reported as covering 30,000 shares at an exercise price of $25.27 per share, but was adjusted to reflect the 5/26/06 5% stock dividend.
(6) This option was previously reported as covering 4,000 shares at $10.25 per share, but was adjusted to reflect the 5/26/06 5% stock dividend.
(7) This option was previously reported as covering 12,800 shares at $11.9688 per share, but was adjusted to reflect the 5/26/06 5% stock dividend.
(8) This option was previously reported as covering 4,400 shares at $11.9688 per share, but was adjusted to reflect the 5/26/06 5% stock dividend.
(9) This option was previously reported as covering 19,800 shares at $10.50 per share, but was adjusted to reflect the 5/26/06 5% stock dividend.
(10) This option was previously reported as covering 26,000 shares at $10.315 per share, but was adjusted to reflect the 5/26/06 5% stock dividend.
(11) This option was previously reported as covering 20,000 shares at $16.80 per share, but was adjusted to reflect the 5/26/06 5% stock dividend.
(12) This option was previously reported as covering 15,800 shares at $19.55 per share, but was adjusted to reflect the 5/26/06 5% stock dividend.
(13) This option was previously reported as covering 15,000 shares at $21.18 per share, but was adjusted to reflect the 5/26/06 5% stock dividend.
(14) This option was previously reported as covering 23.900 shares at $23.95 per share, but was adjusted to reflect the 5/26/06 5% stock dividend.

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