content: 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 AND EXCHANGE ACT OF 1934
                                --------------------
  
         Date of Report (Date of earliest event reported): December 13, 2005
                                                           -----------------
  
                                 STATE BANCORP, INC.
                                 -------------------
               (Exact name of Registrant as Specified in its Charter)
  
           New York                   0-14874                 11-2846511
           --------                   -----------------       -----------------
  (State or Other Jurisdiction of     (Commission File        (I.R.S. Employer
   Incorporation)                      Number)                 Identification No.)
  
                  699 Hillside Avenue, New Hyde Park, NY 11040-2512
                  -------------------------------------------------
                 (Address of principal executive offices) (Zip Code)
  
         Registrant's telephone number, including area code: (516) 437-1000
                                                             --------------
  
                                         N/A
                                         ---
            (Former name or former address, if changed since last report)
  
  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  communication 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))
  
  <PAGE>
  
  ITEM 1.01.  Entry into a Definitive Material Agreement.
  
  (a)  Amendment No. 1 to the 1994 Incentive Stock Option Plan and Amendment No. 1
       to the 1999 Incentive Stock Option Plan
  
       On December 13, 2005,  the Board of Directors of the Company (the  "Board")
  approved the amendment of the  Company's  1994  Incentive  Stock Option Plan and
  1999  Incentive  Stock Option Plan.  The amendments are effective as of December
  13, 2005. The 1994 Incentive  Stock Option Plan and 1999 Incentive  Stock Option
  Plan, as amended, permit the payment of all or any part of the exercise price of
  any  incentive  stock  option by delivery to the Company of Common  Stock of the
  Company  previously owned by the option holder,  provided that such shares shall
  have been owned by the optionee for at least one (1) year.
  
  (b)  Acceleration of Certain Outstanding Stock Options
  
  On December 13, 2005,  the Board  approved  the  accelerated  vesting of certain
  incentive stock options previously granted under the 1994 Incentive Stock Option
  Plan, 1999 Incentive  Stock Option Plan and Stock Option Plan (2002)  (together,
  the "Plans").  Such approval  accelerated the vesting of all unvested  incentive
  stock options  granted  under the Plans.  These actions were taken in accordance
  with applicable  provisions of the Plans,  and the Company believes the decision
  to be in the best interests of the Company and its stockholders.  As a result of
  the acceleration,  unvested options to purchase  approximately 399,388 shares of
  the Company's Common Stock became fully vested and immediately exercisable.  The
  affected  stock options have exercise  prices  ranging from $12.45 to $22.63 per
  share and a weighted  average  exercise  price of $18.77.  The affected  options
  include  89,523  options  held  by  the  Company's  executive   officers.   This
  acceleration  is effective as of December 13, 2005.  The  Company's  decision to
  accelerate  the  vesting  of the  affected  incentive  stock  options  was  made
  primarily  to  eliminate  or reduce the  compensation  expense  relating to such
  options that the Company would  otherwise be expected to record in its statement
  of operations for future  periods  beginning with the Company's 2006 Fiscal Year
  due to Financial  Accounting  Standards Board Statement of Financial  Accounting
  Standards No. 123(R) - "Share-Based Payment," which would require the Company to
  record  compensation  expense with respect to certain  stock options that remain
  unvested as of the first day of Fiscal Year 2006.
  
  
  ITEM 9.01.  Financial Statements and Exhibits.
  
  (a)  Exhibits.  The  following  exhibits  are  furnished as part of this current
       report on Form 8-K:
  
       Exhibit No.        Description of Document
  
       10.1               Amendment No. 1 to the 1994 Incentive Stock Option Plan
  
       10.2               Amendment No. 1 to the 1999 Incentive Stock Option Plan
  
  
  <PAGE>
  
  
  
                                     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, thereunto duly authorized.
  
  
  
                                           STATE BANCORP, INC.
  
  
  
                                          By:/s/ Brian K. Finneran
                                             -------------------------------------
                                              Brian K. Finneran
                                              Secretary/Treasurer
  
  
  Dated: December 19, 2005
  
  
  
  <PAGE>
  
  
  
  EXHIBIT INDEX
  
  Exhibit No.       Description of Document
  
  10.1              Amendment No. 1 to 1994 Incentive Stock Option Plan
  10.2              Amendment No. 1 to 1999 Incentive Stock Option Plan
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "dec192005_form8k.txt", "secsgml_size_bytes": 5820}]
metadata_filer: {"company-data": {"conformed-name": "STATE BANCORP INC", "cik": "0000723458", "assigned-sic": "6022", "irs-number": "112846511", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-14783", "film-number": "051271845"}, "business-address": {"street1": "2 JERICHO PLZ", "city": "JERICHO", "state": "NY", "zip": "11753", "phone": "5164371000"}, "mail-address": {"street1": "699 HILLSIDE AVE", "city": "NEW HYDE PARK", "state": "NY", "zip": "11040"}}
text: 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 AND EXCHANGE ACT OF 1934
                                --------------------
  
         Date of Report (Date of earliest event reported): December 13, 2005
                                                           -----------------
  
                                 STATE BANCORP, INC.
                                 -------------------
               (Exact name of Registrant as Specified in its Charter)
  
           New York                   0-14874                 11-2846511
           --------                   -----------------       -----------------
  (State or Other Jurisdiction of     (Commission File        (I.R.S. Employer
   Incorporation)                      Number)                 Identification No.)
  
                  699 Hillside Avenue, New Hyde Park, NY 11040-2512
                  -------------------------------------------------
                 (Address of principal executive offices) (Zip Code)
  
         Registrant's telephone number, including area code: (516) 437-1000
                                                             --------------
  
                                         N/A
                                         ---
            (Former name or former address, if changed since last report)
  
  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  communication 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 1.01.  Entry into a Definitive Material Agreement.
  
  (a)  Amendment No. 1 to the 1994 Incentive Stock Option Plan and Amendment No. 1
       to the 1999 Incentive Stock Option Plan
  
       On December 13, 2005,  the Board of Directors of the Company (the  "Board")
  approved the amendment of the  Company's  1994  Incentive  Stock Option Plan and
  1999  Incentive  Stock Option Plan.  The amendments are effective as of December
  13, 2005. The 1994 Incentive  Stock Option Plan and 1999 Incentive  Stock Option
  Plan, as amended, permit the payment of all or any part of the exercise price of
  any  incentive  stock  option by delivery to the Company of Common  Stock of the
  Company  previously owned by the option holder,  provided that such shares shall
  have been owned by the optionee for at least one (1) year.
  
  (b)  Acceleration of Certain Outstanding Stock Options
  
  On December 13, 2005,  the Board  approved  the  accelerated  vesting of certain
  incentive stock options previously granted under the 1994 Incentive Stock Option
  Plan, 1999 Incentive  Stock Option Plan and Stock Option Plan (2002)  (together,
  the "Plans").  Such approval  accelerated the vesting of all unvested  incentive
  stock options  granted  under the Plans.  These actions were taken in accordance
  with applicable  provisions of the Plans,  and the Company believes the decision
  to be in the best interests of the Company and its stockholders.  As a result of
  the acceleration,  unvested options to purchase  approximately 399,388 shares of
  the Company's Common Stock became fully vested and immediately exercisable.  The
  affected  stock options have exercise  prices  ranging from $12.45 to $22.63 per
  share and a weighted  average  exercise  price of $18.77.  The affected  options
  include  89,523  options  held  by  the  Company's  executive   officers.   This
  acceleration  is effective as of December 13, 2005.  The  Company's  decision to
  accelerate  the  vesting  of the  affected  incentive  stock  options  was  made
  primarily  to  eliminate  or reduce the  compensation  expense  relating to such
  options that the Company would  otherwise be expected to record in its statement
  of operations for future  periods  beginning with the Company's 2006 Fiscal Year
  due to Financial  Accounting  Standards Board Statement of Financial  Accounting
  Standards No. 123(R) - "Share-Based Payment," which would require the Company to
  record  compensation  expense with respect to certain  stock options that remain
  unvested as of the first day of Fiscal Year 2006.
  
  ITEM 9.01.  Financial Statements and Exhibits.
  
  (a)  Exhibits.  The  following  exhibits  are  furnished as part of this current
       report on Form 8-K:
  
       Exhibit No.        Description of Document
  
       10.1               Amendment No. 1 to the 1994 Incentive Stock Option Plan
  
       10.2               Amendment No. 1 to the 1999 Incentive Stock Option Plan
  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, thereunto duly authorized.
  
                                           STATE BANCORP, INC.
  
                                          By:/s/ Brian K. Finneran
                                             -------------------------------------
                                              Brian K. Finneran
                                              Secretary/Treasurer
  
  Dated: December 19, 2005
  EXHIBIT INDEX
  
  Exhibit No.       Description of Document
  
  10.1              Amendment No. 1 to 1994 Incentive Stock Option Plan
  10.2              Amendment No. 1 to 1999 Incentive Stock Option Plan