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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(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 [SYI] 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) 01/10/2006 (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               66,727 D   Common Stock               5,298 I By Spouse Common Stock 01/10/2006   P   21.0622 A $ 24.6892 4,021.1621 I By Minor Child Common Stock               14,766.6072 I by 401k/ESOP-fbo David Heintzman

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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)

$ 7.25

07/03/1997

01/03/2007

Common Stock

8,000

8,000

D

Option (Right to Buy)

$ 10.25

07/08/1998

01/08/2008

Common Stock

4,000

4,000

D

Option (Right to Buy)

$ 11.9688

07/12/1999

01/12/2009

Common Stock

12,800

12,800

D

Option (Right to Buy)

$ 11.9688

10/20/1999

04/20/2009

Common Stock

4,400

4,400

D

Option (Right to Buy)

$ 10.5

07/07/2000

01/07/2010

Common Stock

19,800

19,800

D

Option (Right to Buy)

$ 10.315

06/21/2000

12/21/2010

Common Stock

26,000

26,000

D

Option (Right to Buy)

$ 16.8

06/27/2001

12/27/2011

Common Stock

20,000

20,000

D

Option (Right to Buy)

$ 19.55

06/17/2002

12/17/2012

Common Stock

15,800

15,800

D

Option (Right to Buy)

$ 21.18

06/16/2004

12/16/2013

Common Stock

15,000

15,000

D

Option (Right to Buy)

$ 23.95

06/14/2005

12/14/2014

Common Stock

23,900

23,900

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		10/26/2005
**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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.