content: 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): March 22, 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       (I.R.S. Employer
        incorporation or organization)      File 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 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))
  
  
  <PAGE>
  
  
  
  ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
  
  On March 22, 2005,  the Board of Directors  (the  "Board") of State Bank of Long
  Island (the  "Bank")  established  the  financial  performance  targets  used in
  establishing  awards  under the Bank's  Incentive  Award Plan (the  "Plan")  for
  fiscal year 2005.  The criteria are  applicable  to all  participants  under the
  Plan,  including the chief executive  officer ("CEO") and four other most highly
  compensated executive officers (the "named executive officers" or "NEOs") of the
  Company and the Bank.
  
  The Board established  target levels of (i) growth in earnings per share ("EPS")
  and (ii)  return on equity  ("ROE") as the two  financial  performance  measures
  under the Plan for fiscal year 2005. In addition, the Board approved 50% of base
  salary  as the  target  bonuses  for  fiscal  year  2005  for the CEO and  NEOs.
  Graduated bonus awards were established where threshold  performance  levels are
  met or target levels exceeded with a bonus range of zero to 100% of base salary.
  The  Board  further   established   payout   guidelines   for  the  Bank's  CEO,
  Vice-Chairman  and  President  based  100% on  Company  performance  and  payout
  guidelines  for the other  NEOs  based on  Company  performance  and  individual
  performance.
  
  The  foregoing  summary of the Plan is qualified in its entirety by reference to
  the full text of the  Incentive  Award Plan, a copy of which is filed as Exhibit
  10(l) to the Company's February 18, 2005 Form 8-K.
  
  
  
                                      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.
  
                                        STATE BANCORP, INC.
  
  
  DATE:    March 23, 2005
  
  
                                        By: s/Brian K. Finneran
                                            --------------------------------------
                                            Brian K. Finneran, Secretary/Treasurer
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "mar2005_8k.txt", "secsgml_size_bytes": 4112}]
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": "05698795"}, "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: 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): March 22, 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       (I.R.S. Employer
        incorporation or organization)      File 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 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 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
  
  On March 22, 2005,  the Board of Directors  (the  "Board") of State Bank of Long
  Island (the  "Bank")  established  the  financial  performance  targets  used in
  establishing  awards  under the Bank's  Incentive  Award Plan (the  "Plan")  for
  fiscal year 2005.  The criteria are  applicable  to all  participants  under the
  Plan,  including the chief executive  officer ("CEO") and four other most highly
  compensated executive officers (the "named executive officers" or "NEOs") of the
  Company and the Bank.
  
  The Board established  target levels of (i) growth in earnings per share ("EPS")
  and (ii)  return on equity  ("ROE") as the two  financial  performance  measures
  under the Plan for fiscal year 2005. In addition, the Board approved 50% of base
  salary  as the  target  bonuses  for  fiscal  year  2005  for the CEO and  NEOs.
  Graduated bonus awards were established where threshold  performance  levels are
  met or target levels exceeded with a bonus range of zero to 100% of base salary.
  The  Board  further   established   payout   guidelines   for  the  Bank's  CEO,
  Vice-Chairman  and  President  based  100% on  Company  performance  and  payout
  guidelines  for the other  NEOs  based on  Company  performance  and  individual
  performance.
  
  The  foregoing  summary of the Plan is qualified in its entirety by reference to
  the full text of the  Incentive  Award Plan, a copy of which is filed as Exhibit
  10(l) to the Company's February 18, 2005 Form 8-K.
  
                                      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.
  
                                        STATE BANCORP, INC.
  
  DATE:    March 23, 2005
  
                                        By: s/Brian K. Finneran
                                            --------------------------------------
                                            Brian K. Finneran, Secretary/Treasurer