File No. 33-________


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form S-8

                             Registration Statement

                                      Under

                           The Securities Act of 1933
                         ------------------------------

                               STATE BANCORP, INC.
               (Exact name of issuer as specified in its charter)

                  New York                                11-2846511
              (State of Incorporation)   (I.R.S. Employer Identification Number)

                    2 Jericho Plaza, Jericho, New York 11753
          (Address, including zip code, of Principal Executive Offices)

                         ------------------------------

              STATE BANCORP, INC. 1999 INCENTIVE STOCK OPTION PLAN
                         ------------------------------
                            (Full title of the Plan)


                            Daniel T. Rowe, President
                               State Bancorp, Inc.
                                 2 Jericho Plaza
                             Jericho, New York 11753
                                 (516) 465-2300

 (Name and address, telephone number, including area code, of agent for service)


<PAGE>



                               STATE BANCORP, INC.

                              CROSS-REFERENCE SHEET



Item #            Caption of SEC Form S-8                Caption In Prospectus
------            -----------------------                ---------------------
1.      Forepart of Registration Statement and
        Outside Front Cover Page of Prospectus           Outside Cover Page of
                                                         Prospectus

2.      Inside Front and Outside Back Cover Pages of
        Prospectus                                       Inside Front Cover Page

3.      Summary Information, Risk Factors and Ratio of
        Earnings to Fixed Charges                        Not Applicable

4.      General Information Regarding the Plan           THE PLAN -
                                                         General Information

5.      Securities to be Offered and Employees Who May
        Participate in the Plan                          THE PLAN -
                                                         General Information -
                                                         Certain Provisions of
                                                         Plan

6.      Purchase of Securities Pursuant to the Plan      THE PLAN -
                                                         General Information -
                                                         Certain Provisions of
                                                         Plan

7.      Payment for Securities Offered                   THE PLAN -
                                                         Certain Provisions of
                                                         Plan

8.      Contributions Under the Plan                     Not Applicable


9.      Withdrawal from the Plan -
        Assignment of  Interest                          Not Applicable

10.     Defaults Under the Plan                          Not Applicable


11.     Administration of the Plan                       THE PLAN -
                                                         Certain Provisions of
                                                         Plan - Administration

12.     Investment of Funds                              Not Applicable



13.     Charges and Deductions and Liens Therefor        Not Applicable

14.     Description of Registrant's Securities           DESCRIPTION OF COMMON
                                                         STOCK


15.     Incorporation of Certain Documents by Reference  INCORPORATION OF
                                                         CERTAIN DOCUMENTS BY
                                                         REFERENCE

16.     Additional Information                           ADDITIONAL INFORMATION


17.     Interests of Named Experts and Counsel           LEGAL OPINION - EXPERTS


18.     Disclosure of Commission Position on
        Indemnification for Securities Act Liabilities   INDEMNIFICATION OF
                                                         DIRECTORS AND OFFICERS

19.     Exhibits                                         Exhibits


20.     Undertakings                                     Undertakings




<PAGE>




                         CALCULATION OF REGISTRATION FEE



-------------------------------------------------------------------------------

                                                       PROPOSED
TITLE OF                           PROPOSED            MAXIMUM
SECURITIES         AMOUNT          MAXIMUM             AGGREGATE    AMOUNT OF
TO BE              TO BE           OFFERING PRICE      OFFERING     REGISTRATION
REGISTERED         REGISTERED      PER SHARE (1)       PRICE (1)    FEE
----------         ----------      -------------       ---------    ---

Common Stock
$5.00 par value    344,500 (2)     $15.25              $5,253,625   $1,460.51


-------------------------------------------------------------------------------


 (1) Based on the Company's  estimate of the market price of its common stock on
December 10,  1999 and  estimated  solely  for the  purpose of  determining  the
registration fee.

 (2)  Pursuant  to Rule 416,  there are also being  registered  such  additional
securities as may become issuable as a result of the "anti-dilution"  provisions
of the options.


<PAGE>



                               P R O S P E C T U S

                                  344,500 Shares

                                State Bancorp, Inc.

                                   Common Stock

                                  ($5 Par Value)



     THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED BY THE SECURITIES
AND  EXCHANGE  COMMISSION  NOR HAS THE  COMMISSION  PASSED UPON THE  ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL
OFFENSE.




                                STATE BANCORP, INC.
                         1999 INCENTIVE STOCK OPTION PLAN



     State  Bancorp,  Inc.  (the  "Company")  is  offering  its common  stock to
employees and other key personnel associated with the Company who may be granted
options  pursuant to the 1999  Incentive  Stock Option Plan ("1999  Plan").  The
offer is made at the prices  and on the terms and  conditions  contained  in the
stock options to be granted pursuant to the plan.

     The Common Stock covered by this Prospectus is traded on The American Stock
Exchange.  Participants under the plan (who are not "affiliates" of the Company)
who  exercise  options to  purchase  Common  Stock  under the plan may sell such
shares from time to time in such market.

     The Company will provide without charge to each person to whom a Prospectus
is  delivered,  upon  written  or  oral  request,  a copy  of any and all of the
information  that  has been  incorporated  herein  by  reference  excluding  the
exhibits thereto.  Such requests should be directed to State Bancorp,  Inc., 699
Hillside  Avenue,  New Hyde Park, New York 11040,  Attention:  Secretary;  (516)
437-1000.




         The Date of this Prospectus is  December 13, 1999




<PAGE>



         No person has been  authorized to give any  information  or to make any
representations,  other than those contained in this  Prospectus,  in connection
with the offer  contained  herein and,  if given or made,  such  information  or
representations  must be relied upon as having been  authorized  by the Company.
Neither the delivery of this  Prospectus nor any sale hereunder  shall under any
circumstances  create  any  implication  that  there  has been no  change in the
affairs of the Company since the date hereof.



                               TABLE OF CONTENTS

                                                                           Page

THE PLAN......................................................................3
     1999 Incentive Stock Option Plan.........................................3
     General Information......................................................3
     Tax Consequences.........................................................3
     Certain Provisions of the 1999 Incentive Stock
       Option Plan............................................................4

OPTIONS TO PURCHASE COMMON STOCK..............................................7

DESCRIPTION OF COMMON STOCK...................................................7

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...............................8

ADDITIONAL INFORMATION........................................................8

LEGAL OPINION.................................................................9

EXPERTS.......................................................................9

INDEMNIFICATION OF DIRECTORS AND OFFICERS.....................................9

         This Prospectus  relates to Common Stock issuable  pursuant to the 1999
Incentive  Stock  Option Plan of State  Bancorp,  Inc.,  a New York  corporation
having its  principal  office at 699 Hillside  Avenue,  New Hyde Park,  New York
11040, telephone No. (516) 437-1000.

         This Prospectus is not available for resale of the securities described
herein by persons who are  "affiliates" of the Company,  as that term is defined
in Rule 405 under the  Securities  Act of 1933 (the "Act").  Such resales may be
made pursuant to Rule 144 under such Act. In addition, the provisions of Section
16(b) of the Securities  Exchange Act of 1934 (the "Exchange Act") may also be a
consideration  in resale decisions by persons who are subject to such Section in
respect of the securities described herein.

                                       2
<PAGE>



                                    THE PLAN

1999 Incentive Stock Option Plan
--------------------------------
     General Information
     -------------------
         The Company's 1999 Incentive  Stock Option  Plan("1999  Plan") was
adopted by the Board of  Directors  on  February  25,  1999 and  ratified by the
stockholders of the Company at the Annual Meeting of Stockholders  held on April
25, 1999. The 1999 Plan authorizes the grant of options for up to 344,500 shares
(adjusted  to give  effect  to a 6%  stock  dividend  declared  by the  Board of
Directors of the Company on May 25, 1999 and paid on July 2, 1999).
         As of December 10, 1999, no shares were under option to employees of
the Company or its subsidiary, State Bank of Long Island ("the Bank"), including
directors  and  officers.  Through  such date,  no shares had been  purchased on
exercise of any options under the 1999 Plan.
         The  purpose  of the  1999  Plan is to  furnish  an  incentive  to
employees of the Company and its  subsidiaries  by making  available to them the
benefits of a  proprietary  interest in the Company,  to encourage the continued
service of employees and to attract to the Company individuals of experience and
ability.
         In the opinion of the Company, the 1999 Plan is not subject to the
provisions of the Employee  Retirement Income Security Act of 1974 ("ERISA") and
is not qualified under Section 401(a) of the Internal Revenue Code (the "Code").
     Tax Consequences
     ----------------
         Incentive  Options  granted  under the 1999 Plan are  intended  to
qualify as "incentive  stock options"  within the meaning of Section 422A of the
Code.
         There  are  no tax  consequences  to  either  the  Company  or the
optionee upon grant of an Incentive  Option.  There are no tax  consequences for
regular tax purposes to the optionee upon exercise of an Incentive Option if the
shares are not disposed of within two years from the date the  Incentive  Option
was granted or within one year of  exercise.  However,  the  optionee  will have
ordinary income for alternative  minimum tax purposes equal to the excess of the
fair market value of the shares at the time of exercise over the exercise price.
Any gain realized upon  disposition  after the required  holding  period will be
long-term capital gain and any loss will be long-term capital loss. No deduction
will be allowed to the Company  upon  exercise of an  Incentive  Option.  If the
above described  holding period  requirements  are not met, the gain realized on
disposition constitutes ordinary compensation income to the extent of the excess
of the fair market value of the shares at the time of exercise over the exercise
price.  Any gain in excess of the amount taxed as ordinary  compensation  income
will be taxed as capital  gain.  The Company will be entitled to a  compensation
deduction in the amount equal to the optionee's ordinary compensation income.

                                       3
<PAGE>

     Certain Provisions of the 1999 Plan
     -----------------------------------
         Administration.
         ---------------
         The 1999  Plan is  administered  by the  Board of  Directors  of the
Company  and by the  Stock  Option Committee  ("Committee") of the Board, which
presently consists of four members appointed by the Board, currently consisting
of Joseph F. Munson, John F. Picciano, Gerald P. Rosenberg and Suzanne H. Rueck.
Mr.  Picciano,  Mr. Munson and Ms. Rueck are directors of the Company and Mr.
Rosenberg  serves as Secretary to the Board of Directors of the Company.  The
address of each member of the  Committee is 2 Jericho  Plaza,  Jericho, New York
11753. The Committee has the authority in its  discretion to determine the
purchase  price of the Common Stock issuable  upon the  exercise of each option,
to  determine  the  employees to whom,  and the time or times at which
options shall be granted and the number of shares to be issuable upon the
exercise of each option,  determine the terms and  provisions of the respective
option agreements and to make all other determinations deemed necessary or
advisable for the  administration of the plan,  except that  modifications,
extensions or renewals of outstanding  options granted under the plan may be
made only by the Board of Directors  of the Company  which also has the sole
authority to accept the  surrender  of  outstanding  options,  to the extent not
theretofore exercised, and authorize the granting of new options in substitution
therefor.
         Participation.
         --------------
         Options  under the 1999 Plan are  available to key employees  (who may
be officers or  directors)  of the Company,  the Bank or the subsidiaries  of
either the  Company  or the Bank,  who,  in the  opinion of the
Committee,  exercise such functions or discharge such responsibilities that they
merit consideration as key employees.

                                       4
<PAGE>

         Terms and Conditions of Options.
         --------------------------------
         All options under this plan are granted subject to the following terms
and conditions:
         (a) Option  Price.  The 1999 Plan  provides  for an option price per
share of not less than 100% of the fair market value or the book value,
whichever  is greater on the date of the grant (110% of fair market value,  or
book value,  whichever is greater,  in the case of an employee who owns more
than 10% of the capital stock of the Company).
         (b) Term of Option. No option granted under the 1999 Plan shall be
exercisable  after the  expiration of 10 years from the date it is granted (five
years in the case of a more than 10% shareholder), or such shorter period as may
be specified by the Committee at the time of the grant.
         (c) Payment. The option price is payable in cash.
         (d) Exercise of Option. The participant, subject to the provisions
of the 1999 Plan, may exercise the option in whole or in part as provided by the
terms of the option, by giving written notice thereof to the Company, specifying
the  number of shares to be  purchased,  and  accompanied  by the  option  price
therefor. No Incentive Option may be exercised unless and until the optionee has
been  continuously  employed by the Company  since the date of the grant and has
remained in such employ for one year (or such shorter period,  but not less than
six months, specified by the Board of Directors of the Company in any individual
case deemed exceptional by the Committee), from the date of the grant, except in
the case of death or disability, as described below.
         (e) Transferability and Termination of Option. No Incentive Option
will be  transferable  by an optionee  other than by will or the laws of descent
and  distribution,  and during the lifetime of an optionee the Incentive  Option
will be exercisable only by him.
                                       5
<PAGE>

         An option,  to the extent not exercised,  shall terminate upon its
expiration  date,  or upon its surrender  pursuant to certain  provisions of the
plan or upon  termination of the employment of the optionee (except by reason of
death or disability or Change in Control as defined in the 1999 Plan), whichever
is earliest.  In the event of termination of employment by reason of disability,
the optionee will have one year after such termination  within which to exercise
the  Incentive  Option  to the  extent  it was  exercisable  at the date of such
termination. The Incentive Option of an optionee who dies while in the employ of
the Company or the Bank or any of their subsidiaries remains exercisable for one
(1) year thereafter,  to the extent it had not previously been exercised, and to
the extent the deceased  employee was entitled to exercise it at the date of the
employee's  death.  In no event  shall  any  option  be  exercisable  after  the
expiration of the term of the option.
         (f) Restrictions on Transferability. Each employee who receives an
option  shall  agree to serve in the employ of the Company or the Bank or any of
their  subsidiaries  for three (3) years,  or such shorter period (not less than
six months) as the Board of Directors of the Company may specify,  from the date
on which the option is granted.  Any termination of such employment  during such
period  which is  either  (1) for  cause,  or (2)  voluntary  on the part of the
employee  and  without  the  consent of the  Company  (except  that a  voluntary
termination  within  three (3)  months  after a Change in  Control  shall not be
deemed  voluntary  by the  optionee),  shall  result in the  termination  of all
options not previously exercised.
         In  addition,  any capital  stock  issued upon the  exercise of an
option is not transferable until the employee has fulfilled his or her agreement
to serve in the employ of the Company or the Bank or any of their  subsidiaries,
as described in the preceding  paragraph.  If the  employment of the optionee is
terminated  prior to such time, the restrictions on sale of capital stock issued
upon the  exercise of an option shall be extended for a period of five (5) years
from the date of such termination of employment.
         Certificates  for shares of Common  Stock issued upon the exercise
of options  prior to three (3) years from the date of  granting  of such  option
shall bear an appropriate  legend referring to the  restrictions  imposed by the
1999 Plan.
         (g) Recapitalization.  In the event of any increase or decrease in
the  number or kind of  outstanding  shares of Common  Stock of the  Company  by
reason of a subdivision, consolidation, stock dividend, or any other increase or
decrease  in the  shares of stock of the  Company  effected  without  receipt of
consideration by the Company,  appropriate  adjustment will be in the number and
kind of shares for which options may thereafter be granted both in the aggregate
and as to each optionee,  as well as in the number and kind of shares subject to
options  theretofore  granted  under the 1999 Plan and the option price  payable
upon exercise of such options.

                                       6
<PAGE>

         In the event of any proposed  dissolution  or  liquidation  of the
Company or a proposed merger or  consolidation  in which the Company will not be
the surviving corporation,  no adjustment will be made. The Company will mail or
furnish  to  each  optionee   written  notice  of  such  proposed   dissolution,
liquidation,  merger or  consolidation  at least  twenty (20) days prior to such
event  and each  optionee  shall  have the right  immediately  and prior to such
dissolution,  liquidation,  merger or consolidation  to exercise,  in full or in
part, his or her option.  Any option not so exercised  shall terminate upon such
dissolution, liquidation, merger or consolidation.
         No other adjustments will be made.
         (h)  Amendment  of Plan.  The Board of Directors  may,  insofar as
permitted by law, with respect to any shares not subject to options,  suspend or
discontinue  the 1999  Plan or revise or amend it in any  respect  except  that,
without  approval  of a  majority  of the  shareholders,  no  such  revision  or
amendment  shall increase the number of shares subject to the 1999 Plan,  reduce
the minimum option price,  extend the period during which options may be granted
or  exercised,  change the  designation  of the class of  employees  eligible to
receive  options or change the number of shares which may be optioned to any one
individual.

                        OPTIONS TO PURCHASE COMMON STOCK
         As of December 10,  1999,  no options to purchase  shares had been
granted under the 1999 Plan.
                           DESCRIPTION OF COMMON STOCK
         The description of the Company's Common Stock, as contained in its
Registration   Statement  on  Form  S-4  under  the  Exchange   Act,  is  hereby
incorporated by reference in this Prospectus.

                                       7
<PAGE>

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
         The following  documents  filed with the  Securities  and Exchange
Commission ("Commission") are incorporated herein by reference:
         1. The  Company's  Annual  Report on Form 10-K for the fiscal year
            ended December 31, 1998.
         2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
            March 31, 1999, June 30, 1999 and September 30, 1999.
         3. The Company's  Proxy Statement  relating  to its  April  27,  1999
            Annual  Meeting  of Stockholders.
         All  documents  subsequently  filed  by the  Company  pursuant  to
Sections 13(a) through(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated  herein by reference and to be a part hereof,  from
the date of filing of such documents.

                             ADDITIONAL INFORMATION
              The  Company  is subject to the  information  requirements  of the
Exchange Act and in accordance  therewith  files reports,  proxy  statements and
other  information  with the Commission.  Information,  as of particular  dates,
concerning directors and officers, their remuneration,  options granted to them,
the principal  holders of securities of the Company and any material interest of
such persons in transactions  with the Company is disclosed in proxy  statements
distributed to stockholders  of the Company and filed with the Commission.  Such
reports,  proxy statements and other information may be inspected and copies may
be obtained (at prescribed rates) at the Commission's  Public Reference Section,
Judiciary Plaza, 450 Fifth Street, N.W., Room 1024,  Washington,  D.C. 20549, as
well as the following regional offices:  Seven World Trade Center, New York, New
York 10048 and Citicorp  Center,  300 West  Madison  Street,  Chicago,  Illinois
60661. The Company's Common Stock is listed on the American Stock Exchange,  and
copies of reports, proxy statements and other information concerning the Company
can be  inspected at the offices of the  American  Stock  Exchange at 86 Trinity
Place, New York, New York 10006. In addition, certain of such materials are also
available through he Commission's Electronic Data Gathering and Retrieval System
("EDGAR").

                                       8
<PAGE>

                                  LEGAL OPINION
              The legality of Common Stock  covered  hereby has been passed upon
for the Company by Lamb & Barnosky,  LLP, 534 Broadhollow  Road,  Melville,  New
York 11747,  Counsel to the Company.  Gary Holman, a member of said firm, is the
Vice  Chairman of the Board of  Directors of the Company and  beneficially  owns
51,178 shares of the Company's Common Stock. Gerald P. Rosenberg,  also a member
of said firm,  serves as  Secretary to the Board of Directors of the Company and
owns 10,253 shares of the Company's Common Stock. In addition, the firm's profit
sharing plan owns 5,984 shares of the Company's Common Stock.

                                     EXPERTS
              The  consolidated   financial  statements   incorporated  in  this
Prospectus by reference  from State  Bancorp,  Inc.'s Annual Report on Form 10-K
for the year ended  December 31,  1998,  have been audited by Deloitte & Touche,
LLP,  independent  auditors,  as stated in their report,  which is  incorporated
herein by reference,  and have been so  incorporated in reliance upon the report
of such firm given  upon  their  authorization  as  experts  in  accounting  and
auditing.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS
         Insofar as indemnification for liabilities arising under the Act may be
permitted to directors,  officers or persons  controlling the issuer pursuant to
the  foregoing  provisions,  the issuer has been informed that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Act and is therefore unenforceable.

                                       9
<PAGE>
                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS
Item 18. Indemnification of Directors and Officers
         Sections  721,  722,  723,  724 and 725 of the  Business  Corporation
Law of New  York  provide  the following:
         Section  721:  The  indemnification  and  advancement  of expenses
granted  pursuant to, or provided by, this article shall not be deemed exclusive
of any other rights to which a director or officer  seeking  indemnification  or
advancement of expenses may be entitled, whether contained in the certificate of
incorporation  or the  by-laws  or,  when  authorized  by  such  certificate  of
incorporation or by-laws, (i) a resolution of shareholders, (ii) a resolution or
directors,  or (iii) an agreement providing for such  indemnification,  provided
that no  indemnification  may be made to or on behalf of any director or officer
if a judgment or other  final  adjudication  adverse to the  director or officer
establishes  that his acts were  committed  in bad  faith or were the  result of
active and  deliberate  dishonesty  and were  material to the cause of action so
adjudicated,  or that he personally  gained in fact a financial  profit or other
advantage  to which  he was not  legally  entitled.  Nothing  contained  in this
article shall affect any rights to indemnification to which corporate  personnel
other than directors and officers may be entitled by contract or otherwise under
law.
         Section 722: (a) A  corporation  may indemnify any person made, or
threatened to be made, a party to an action or proceeding  (other than one by or
in the right of the  corporation  to procure a judgment in its  favor),  whether
civil  or  criminal,  including  an  action  by or in the  right  of  any  other
corporation of any type or kind, domestic or foreign, or any partnership,  joint
venture, trust, employee benefit plan or other enterprise, which any director or
officer  of the  corporation  served  in any  capacity  at  the  request  of the
corporation,  by reason of the fact that he, his  testator or  intestate,  was a
director  or  officer of the  corporation,  or served  such  other  corporation,
partnership,  joint venture, trust, employee benefit plan or other enterprise in
any  capacity,  against  judgments,   fines,  amounts  paid  in  settlement  and
reasonable expenses, including attorneys' fees actually and necessarily incurred
as a result  of such  action  or  proceeding,  or any  appeal  therein,  if such

                                       10
<PAGE>

director or officer  acted,  in good faith,  for a purpose  which he  reasonably
believed to be in, or, in the case of service for any other  corporation  or any
partnership,  joint venture,  trust,  employee benefit plan or other enterprise,
not opposed to, the best interests of the corporation  and, in criminal  actions
or proceedings, in addition, had no reasonable cause to believe that his conduct
was unlawful.
         (b) The  termination of any such civil or criminal action or proceeding
by judgment,  settlement,  conviction or upon a plea of nolo contendere,  or its
equivalent,  shall not in itself create a presumption  that any such director or
officer did not act, in good faith,  for a purpose which he reasonably  believed
to be  in,  or,  in the  case  of  service  for  any  other  corporation  or any
partnership,  joint venture,  trust,  employee benefit plan or other enterprise,
not opposed to, the best interests of the  corporation or that he had reasonable
cause to believe that his conduct was unlawful.
         (c) A  corporation  may  indemnify any person made, or threatened to be
made,  a party to an action by or in the right of the  corporation  to procure a
judgment in its favor by reason of the fact that he, his testator or  intestate,
is or was a director or officer of the corporation,  or is or was serving at the
request of the corporation as a director or officer of any other  corporation of
any type or kind, domestic or foreign, of any partnership, joint venture, trust,
employee  benefit plan or other  enterprise,  against amounts paid in settlement
and reasonable  expenses,  including  attorneys's fees, actually and necessarily
incurred by him in connection with the defense or settlement of such action,  or
in connection with an appeal therein, if such director or officer acted, in good
faith,  for a purpose which he reasonably  believed to be in, or, in the case of
service for any other  corporation or any  partnership,  joint  venture,  trust,
employee benefit plan or other enterprise, not opposed to, the best interests of
the corporation,  except that no  indemnification  under this paragraph shall be
made in respect of (1) a threatened action, or a pending action which is settled
or  otherwise  disposed  of, or (2) any claim,  issue or matter as to which such
person shall have been adjudged to be liable to the corporation, unless and only
to the extent that the court in which the action was  brought,  or, if no action
was brought,  any court of competent  jurisdiction,  determines upon application
that,  in view of all the  circumstances  of the case,  the person is fairly and
reasonably  entitled to indemnity for such portion of the settlement  amount and
expenses as the court deems proper.

                                       11
<PAGE>

         (d) For the purpose of this section,  a corporation  shall be deemed to
have requested a person to serve an employee  benefit plan where the performance
by such  person of his  duties to the  corporation  also  imposes  duties on, or
otherwise  involves  services  by,  such person to the plan or  participants  or
beneficiaries of the plan;  excise taxes assessed on a person with respect to an
employee benefit plan pursuant to applicable law shall be considered  fines; and
action taken or omitted by a person with respect to an employee  benefit plan in
the  performance of such person's  duties for a purpose  reasonably  believed by
such person to be in the interest of the participants  and  beneficiaries of the
plan  shall be  deemed  to be for a  purpose  which is not  opposed  to the best
interests of the corporation.
         Section  723:  (a) A person who has been  successful,  on the merits or
otherwise,  in the defense of a civil or criminal  action or  proceeding  of the
character  described  in Section  722 shall be entitled  to  indemnification  as
authorized in such section.
         (b) Except as provided in  paragraph  (a),  any  indemnification  under
section 722 or otherwise  permitted by Section  721,  unless  ordered by a court
under Section 724  (Indemnification of directors and officers by a court), shall
be made by the corporation, only if authorized in the specific case:
              (1) By the board acting by a quorum  consisting  of directors  who
are not parties to such action or proceeding upon a finding that the director or
officer has met the standard of conduct set forth in Section 722 or  established
pursuant to Section 721, as the case may be, or,
              (2) If a quorum under  subparagraph (1) is not obtainable or, even
if obtainable, a quorum of disinterested directors so directs;
              (A) By the board upon the opinion in writing of independent  legal
counsel  that  indemnification  is  proper  in  the  circumstances  because  the
applicable  standard of conduct set forth in such  sections has been met by such
director or officer, or
              (B) By the  shareholders  upon a  finding  that  the  director  or
officer has met the applicable standard of conduct set forth in such sections.

                                       12
<PAGE>

              (c) Expenses  incurred in defending a civil or criminal  action or
proceeding may be paid by the corporation in advance of the final disposition of
such action or proceeding upon receipt of an undertaking by or on behalf of such
director  or officer to repay such  amount as, and to the  extent,  required  by
paragraph (a) of Section 725.
         Section 724: (a)  Notwithstanding  the failure of a corporation to
provide indemnification,  and despite any contrary resolution of the board or of
the   shareholders   in  the  specific   case  under  Section  723  (Payment  of
indemnification other than by court awards), indemnification shall be awarded by
a  court  to  the  extent  authorized  under  Section  722   (Authorization  for
indemnification  of directors and  officers),  and paragraph (a) of Section 723.
Application therefor may be made, in every case, either:
              (1) In the  civil  action or  proceeding  in which  the  expenses
were incurred or other  amounts were paid,  or
              (2) To the supreme court in a separate proceeding, in which case
the application shall set forth the disposition  of any  previous  application
made to any  court  for the  same or similar relief and also reasonable cause
for the failure to make application for such relief in the action or  proceeding
in which the expenses were incurred or other amounts were paid.
              (b) The  application  shall be made in such  manner  and form as
may be required  by the  applicable  rules of court  or,  in the  absence
thereof,  by direction of a court to which it is made. Such application  shall
be upon notice to the  corporation.  The  court  may also  direct  that  notice
be given at the expense of the corporation to the  shareholders and such other
persons as it may designate in such manner as it may require.
              (c) Where indemnification  is sought by judicial action, the court
may allow a person such reasonable  expenses,  including attorneys' fees, during
the pendency of the  litigation  as are  necessary  in  connection  with his
defense therein,  if the court shall find that the  defendant  has by his
pleadings  or during the course of the litigation raised genuine issues of fact
or law.
         Section  725:  (a) All  expenses  incurred in defending a civil or
criminal  action or  proceeding  which are  advanced  by the  corporation  under

                                       13
<PAGE>

paragraph  (c) of Section 723  (Payment of  indemnification  other than by court
award) or allowed by a court under paragraph (c) of Section 724 (Indemnification
of  directors  and  officers  by a court)  shall be  repaid  in case the  person
receiving such advancement or allowance is ultimately found, under the procedure
set forth in this  Article,  not to be entitled  to  indemnification  or,  where
indemnification  is  granted,  to the extent the  expenses  so  advanced  by the
corporation  or allowed by the court exceed the  indemnification  to which he is
entitled.
              (b) No  indemnification,  advancement  or allowance  shall be made
under this article in any circumstance where it appears:
              (1) That the indemnification would be inconsistent with the law of
the jurisdiction of incorporation  of a foreign  corporation  which prohibits or
otherwise limits such indemnification;
              (2)  That  the  indemnification   would  be  inconsistent  with  a
provision of the  certificate of  incorporation,  a by-law,  a resolution of the
board or of the shareholders,  an agreement or other proper corporate action, in
effect at the time of the accrual of the alleged cause of action asserted in the
threatened  or pending  action or proceeding in which the expenses were incurred
or other amounts were paid, which prohibits or otherwise limits indemnification;
or
              (3) If there has been a settlement approved by the court, that the
indemnification  would  be  inconsistent  with any  condition  with  respect  to
indemnification expressly imposed by the court in approving the settlement.
              (c)  If  any  expenses  or  other  amounts  are  paid  by  way  of
indemnification,  otherwise  than by court order or action by the  shareholders,
the  corporation  shall,  not later than the next annual meeting of shareholders
unless such meeting is held within  three months from the date of such  payment,
and, in any event, within fifteen months from the date of such payment,  mail to
its  shareholders  of record at the time  entitled  to vote for the  election of
directors a statement  specifying  the persons paid,  the amounts paid,  and the
nature and status at the time of such payment of the  litigation  or  threatened
litigation.
              (d) If any action with respect to indemnification of directors and
officers is taken by way of amendment of the by-laws,  resolution  of directors,
or by  agreement,  then the  corporation  shall,  not later than the next annual
meeting of  shareholders,  unless such  meeting is held within three months from
the date of such action,  and, in any event, within fifteen months from the date
of such action,  mail to its shareholders of record at the time entitled to vote
for the election of directors a statement specifying the action taken.

                                       14

<PAGE>

              (e) Any notification required to be made pursuant to the foregoing
paragraph  (c) or (d) of this section by any domestic  mutual  insurer  shall be
satisfied  by  compliance  with the  corresponding  provisions  of  section  one
thousand two hundred sixteen of the insurance law.
              (f) The provisions of this Article relating to  indemnification of
directors  and  officers  and  insurance   therefor   shall  apply  to  domestic
corporations and foreign  corporations  doing business in this state,  except as
provided in Section 1320 (Exemption from certain provisions).
              Article V of the registrant's By-laws provides:
                                   "ARTICLE V
                                 INDEMNIFICATION
         Section 501. Mandatory  Indemnification.  (a) The Corporation shall, to
the full extent  permitted by the New York Business  Corporation Law, as amended
from time to time (but,  in the case of any such  amendment,  only to the extent
that such amendment  permits the Corporation to provide broader  indemnification
rights  that  said  law  permitted  the  Corporation  to  provide  prior to such
amendment)  indemnify  any person who was or is a party or is  threatened  to be
made  a  party  to  any  threatened,   pending  or  completed  action,  suit  or
proceedings, whether civil, criminal, administrative or investigative, by reason
of the fact  that  he/she  is or was a  director,  officer  or  employee  of the
Corporation  or any of its  subsidiaries  or was  serving at the  request of the
Corporation as a director,  officer, employee or agent of another corporation or
of a partnership,  joint venture,  trust or other enterprise,  including service
with  respect  to  employee   benefit  plans  maintained  or  sponsored  by  the
Corporation, against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid
in  settlement)  reasonably  incurred or  suffered by such person in  connection
therewith, and such indemnification shall continue as to a person who has ceased
to be a director,  officer,  employee or agent and shall inure to the benefit of

                                       15
<PAGE>

his or her heirs, executors and administrators;  provided,  however, that except
as  provided  in  paragraph  (c) of this  Section  501,  the  Corporation  shall
indemnify  any  such  person  seeking   indemnification  in  connection  with  a
proceeding  (or part thereof)  initiated by such person only if such  proceeding
(or part  thereof)  was  authorized  by the  Board of  Directors.  Any  right of
indemnification  so  provided  shall be a contract  right and shall  include the
right to be paid by the Corporation the expenses  incurred in defending any such
proceeding in advance of its final disposition,  such advances to be paid by the
Corporation  within 20 days after receipt by the  Corporation  of a statement or
statements  from the claimant  requesting  such advance or advances from time to
time; provided, however, that if the New York Business Corporation Law requires,
the  payment of such  expenses  incurred  by a director or officer in his or her
capacity  as a  director  or  officer  (and not in any other  capacity  in which
service  was or is  rendered  by  such  person  while  a  director  or  officer,
including, without limitation,  service to any employee benefit plan) in advance
of the final disposition of a proceeding shall be made only upon delivery to the
Corporation  of an  undertaking  by or on behalf of such  director or officer to
repay all amounts so advanced if it shall  ultimately  be  determined  that such
director  or officer is not  entitled  to be  indemnified  under this  By-Law or
otherwise.
              (b) To obtain  indemnification under this By-Law, a claimant shall
submit to the Corporation a written request, including therein or therewith such
documentation and information as is reasonably  available to the claimant and is
reasonably  necessary  to  determine  whether and to what extent the claimant is
entitled  to   indemnification.   Upon   written   request  by  a  claimant  for
indemnification  pursuant  to the  first  sentence  of  this  paragraph  (b),  a
determination,  if required by applicable  law,  with respect to the  claimant's
entitlement  thereto shall be as follows:  (1) if requested by the claimant,  by
Independent  Counsel (as hereinafter  defined),  or (2) if no request is made by
the claimant for a  determination  by Independent  Counsel,  (i) by the Board of
Directors by a majority vote of a quorum  consisting of Disinterested  Directors
(as  hereinafter  defined),  or (ii)  if a  quorum  of the  Board  of  Directors
consisting of Disinterested  Directors is not obtainable or, even if obtainable,
such quorum of Disinterested  Directors so directs,  by Independent Counsel in a

                                       16
<PAGE>

written opinion to the Board of Directors, a copy of which shall be delivered to
the claimant, or (iii) if a quorum of Disinterested Directors so directs, by the
stockholders of the Corporation.  In the event the  determination of entitlement
to  indemnification  is to be made by Independent  Counsel at the request of the
claimant,  the  Independent  Counsel shall be selected by the Board of Directors
unless  there  shall have  occurred  within  two years  prior to the date of the
commencement  of the action,  suit or proceedings for which  indemnification  is
claimed a Change of  Control,  in which case the  Independent  Counsel  shall be
selected by the claimant  unless the claimant  shall request that such selection
be made by the Board of Directors.  If it is so determined  that the claimant is
entitled to  indemnification,  payment to the  claimant  shall be made within 10
days after such determination.
              (c) If a claim under paragraph (a) of this Section 501 is not paid
in full by the Corporation  within thirty days after a written claim pursuant to
paragraph (b) of this By-Law has been received by the Corporation,  the claimant
may at any time  thereafter  bring suit against the  Corporation  to recover the
unpaid amount of the claim and, if successful in whole or in part,  the claimant
shall be  entitled  to be paid also the expense of  prosecuting  such claim.  It
shall be a defense to any such action (other than an action brought to enforce a
claim for expenses  incurred in defending any proceeding in advance of its final
disposition  where  the  required  undertaking,  if any is  required,  has  been
tendered  to the  Corporation)  that the  claimant  has not met the  standard of
conduct which makes it permissible  under the New York Business  Corporation Law
for the  Corporation to indemnify the claimant for the amount  claimed,  but the
burden of proving such defense shall be on the Corporation.  Neither the failure
of the  Corporation  (including its Board of Directors,  Independent  Counsel or
stockholders)  to have made a  determination  prior to the  commencement of such
action  that  indemnification  of the  claimant  is proper in the  circumstances
because he or she has met the  applicable  standard  of conduct set forth in the
New  York  Business   Corporation  Law,  nor  an  actual  determination  by  the
Corporation   (including  its  Board  of  Directors,   Independent   Counsel  or
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a  presumption  that the claimant has
not met the applicable standard of conduct.

                                       17

<PAGE>

              (d) If a determination  shall have been made pursuant to paragraph
(b) of this  Section 501 that the claimant is entitled to  indemnification,  the
Corporation  shall be bound by such  determination  in any  judicial  proceeding
commenced pursuant to paragraph (c) of this Section 501.
              (e) The  Corporation  shall be  precluded  from  asserting  in any
judicial proceeding commenced pursuant to paragraph (c) of this Section 501 that
the procedures and  presumptions of this Section 501 are not valid,  binding and
enforceable and shall stipulate in such proceeding that the Corporation is bound
by all the provisions of this By-Law.
              (f) The  right to  indemnification  and the  payment  of  expenses
incurred in defending a proceeding in advance of its final disposition conferred
in this By-Law  shall not be  exclusive  of any other right which any person may
have or hereafter  acquire under any statute,  provision of the  Certificate  of
Incorporation,   By-Laws,  agreement,  vote  of  stockholders  or  Disinterested
Directors or otherwise.  No repeal or  modification of this Section 501 shall in
any way  diminish  or  adversely  affect  the rights of any  director,  officer,
employee or agent of the  Corporation  hereunder in respect of any occurrence or
matter arising prior to any such repeal or modification.
              (g) The Corporation  may maintain  insurance,  at its expense,  to
protect itself and any director,  officer,  employee or agent of the Corporation
or another corporation,  partnership,  joint venture,  trust or other enterprise
against any expense,  liability or loss,  whether or not the  Corporation  would
have the power to indemnify such person against such expense,  liability or loss
under the New York Business  Corporation Law. To the extent that the Corporation
maintains any policy or policies providing such insurance, each such director or
officer, and each such agent or employee to which rights to indemnification have
been granted as provided in paragraph (h) of this Section 501,  shall be covered
by such policy or policies in accordance  with its or their terms to the maximum
extent of the coverage  thereunder for any such director,  officer,  employee or
agent.
              (h) The  Corporation  may, to the extent  authorized  from time to
time by the  Board  of  Directors  or the  stockholders  of the  Corporation  by
resolution thereof,  grant rights to  indemnification,  and rights to be paid by
the Corporation the expenses  incurred in defending any proceeding in advance of
its  final  disposition,  to any  employee  or agent of the  Corporation  to the
fullest  extent  of the  provisions  of this  Section  501 with  respect  to the
indemnification  and  advancement  of expenses of directors  and officers of the
Corporation,  or to any directors or officers of the  Corporation  to the extent
such rights are permitted by law and not available under this Section 501.

                                       18
<PAGE>

              (i) If any  provision or  provisions  of this Section 501 shall be
held to be invalid, illegal or unenforceable for any reason whatsoever:  (1) the
validity,  legality  and  enforceability  of the  remaining  provisions  of this
Section 501  (including,  without  limitation,  each portion of any paragraph of
this Section 501 containing  any such  provision held to be invalid,  illegal or
unenforceable,  that is not itself held to be invalid, illegal or unenforceable)
shall not in any way be  affected or  impaired  thereby;  and (2) to the fullest
extent  possible,  the  provisions  of  this  Section  501  (including,  without
limitation,  each such portion of any  paragraph of this Section 501  containing
any such  provision  held to be  invalid,  illegal  or  unenforceable)  shall be
construed so as to give effect to the intent  manifested by the  provision  held
invalid, illegal or unenforceable.
              (j) For purposes of this By-Law:
              (1) "Change of Control" means
              (A) The  acquisition  by any  individual,  entity  or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the  Securities  Exchange
Act of 1934,  as amended (the "Exchange  Act")) (a "Person") of  beneficial
ownership  (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of 20% or more of either (i) the then outstanding  shares of the Corporation's
Common Stock or (ii) the combined voting  power of the  then  outstanding
voting  securities  of the  Corporation entitled to vote generally in the
election of directors (the "Corporation Voting Securities");  provided,
however, that for purposes of this subsection (a), the following  acquisitions
shall  not  constitute  a Change  of  Control;  (i) any acquisition  directly
from  the  Corporation,   (ii)  any  acquisition  by  the Corporation,
(iii) any  acquisition  by any  employee  benefit plan (or related
trust)  sponsored or maintained by the Company or (iv) any acquisition  pursuant
to a  transaction  which  complies with clauses (i), (ii) and (iii) of paragraph
(C) of this Section 501(j)(1); or

                                       19
<PAGE>

              (B) Individuals  who, as of September 23, 1997,  constitute
the Board (the "Incumbent Board") cease for any reason to constitute  at least
a majority of the Board;  provided, however,  that any  individual  becoming a
director  subsequent to September 23, 1997  whose   election,   or  nomination
for  election  by  the   Corporation's stockholders,  was  approved by a vote
of at least a majority  of the  directors then  comprising  the  Incumbent
Board  shall  be  considered  as  though  such individual  were a  member  of
the  Incumbent  Board,  but  excluding,  for this purpose,  any such  individual
whose  initial  assumption of office occurs as a result of an actual or
threatened  election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or
              (C)  Consummation by the  Corporation of a  reorganization,
merger or consolidation or sale or other  disposition of all or substantially
all of the assets of the Corporation or the  acquisition of assets of another
entity (a "Business  Combination"),  in each case, unless, following such
Business Combination, (i) all or substantially all  of  the   individuals   and
entities  who  were  the  beneficial   owners, respectively,  of the outstanding
common stock and outstanding voting securities of the Corporation  immediately
prior to such Business Combination  beneficially own,  directly  or  indirectly,
more  than  60%  of,  respectively,   the  then outstanding  shares of common
stock and the  combined  voting power of the then outstanding  voting
securities  entitled to vote  generally  in the election of directors,  as the
case may be, of the corporation  resulting from such Business
Combination (including,  without limitation,  a corporation which as a result of
such  transaction  owns  the  Corporation  or  all or  substantially  all of the
Corporation's  assets either  directly or through one or more  subsidiaries)  in
substantially the same proportions as their ownership, immediately prior to such
Business  Combination,   of  the  Corporation's  outstanding  common  stock  and
outstanding voting securities, as the case may be, (ii) no Person (excluding any
employee  benefit plan (or related trust) of the Corporation or such corporation
resulting  from  such  Business  Combination)  beneficially  owns,  directly  or
indirectly, 20% or more of, respectively,  the then outstanding shares of common
stock  of the  corporation  resulting  from  such  Business  Combination  or the
combined  voting  power  of the  then  outstanding  voting  securities  of  such
corporation  except to the  extent  that  such  ownership  existed  prior to the
Business  Combination  and (iii) at least a majority of the members of the board
of directors of the corporation  resulting from such Business  Combination  were
members  of the  Incumbent  Board at the time of the  execution  of the  initial
agreement,  or  of  the  action  of  the  Board,  providing  for  such  Business
Combination; or

                                       20
<PAGE>

              (D) Approval by the  stockholders  of the  Corporation of a
complete liquidation or dissolution of the Corporation.
              (2)  "Disinterested  Director"  means a director of the
Corporation  who is not and was not a party to the action or proceeding in
respect of which indemnification is sought by the claimant.
              (3)  "Independent  Counsel"  means a law  firm,  a member  of a
law  firm,  or an  independent practitioner,  that is  experienced  in  matters
of  corporation  law and shall include any person who, under the applicable
standards of professional  conduct then  prevailing,  would not have a conflict
of interest in representing  either the Corporation or the claimant in an action
to determine the claimant's  rights under this By-Law.
              (k) Any  notice,  request or other  communication  required  or
permitted  to be given to the Corporation under this By-Law shall be in writing
and either delivered in person or sent by telecopy,  telex,  telegram, overnight
mail or courier  service,  or certified or registered mail, postage prepaid,
return receipt requested, to the Secretary of the  Corporation  and shall be
effective  only upon receipt by the Secretary."
              Insofar  as  indemnification  for  liabilities  arising  under the
Securities  Act of 1933 may be  permitted  to  directors,  officers,  or persons
controlling the registrant pursuant to the foregoing provisions,  the issuer has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification  is against  public policy as expressed in the Securities Act of
1933  and  is   therefore   unenforceable.   In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in

                                       21
<PAGE>

connection with the securities being registered,  the registrant will, unless in
the option of its counsel the matter has been settled by controlling  precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by its is against  public policy as expressed in teh Securities
Act and will be  governed  by the final  adjudication  of such  issue.
Item 19.  Exhibits
          --------
              4        1999 Incentive  Stock Option Plan is  incorporated by
                       reference as Exhibit A to the registrant's definitive
                       Proxy  Statement in  connection  with the 1999 Annual
                       Meeting of Stockholders.
              5        Opinion of Lamb & Barnosky, LLP.
             23.1      Independent Auditors' Consent.
             23.2      Consent of Lamb &  Barnosky,  LLP,  included in their
                       opinion filed as Exhibit 5.
Item 20.  Undertakings
          ------------
          A.       Rule 415 Registration
          The undersigned registrant hereby undertakes:
          (1)      To  file,   during  any  period  in  which   offers  or
sales are being made, a post-effective amendment to this registration statement:

          (i)      To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

          (ii)     To  reflect  in the  prospectus  any  facts  or  events
arising  after the effective  date of the  registration statement (or the most
recent post-effective  amendment thereof)  which,  individually  or  in  the
aggregate, represent a fundamental  change in the  information set forth in the
registration statement;

          (iii)      To include any material information with respect to the
plan of  distribution  not previously  disclosed in the registration  statement
or any material  change to such information in the registration statement.

          Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
if the  registration  statement is on Form S-3 or Form S-8, and the  information

                                       22
<PAGE>

required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic reports filed by the registrant  pursuant to section 13 or
section 15(d) of the Securities  Exchange Act of 1934 that are  incorporated  by
reference in the registration statement.
          (2) That, for the purpose of determining  any liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.
          (3) To  remove  from  registration  by means  of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

          B.       Filings Incorporating Subsequent Exchange Act Documents by
                   Reference
          The undersigned registrant hereby undertakes that, for purposes of
determining  any liability  under the  Securities Act of 1933 each filing of the
issuer's  annual  report  pursuant  to  section  13(a) or  section  15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.
          C.        To Transmit Certain Material
          (1) The  undersigned  registrant  hereby  undertakes to deliver or
cause  to be  delivered  with  the  prospectus,  to each  employee  to whom  the
prospectus  is sent  or  given,  a copy of the  registrant's  annual  report  to
stockholders  for its last fiscal  year,  unless  such  employee  otherwise  has
received a copy of such report,  in which case the registrant shall state in the
prospectus that it will promptly furnish,  without charge, a copy of such report
on written  request of the employee.  If the last fiscal year of the  registrant
has ended within 120 days prior to the use of the prospectus,  the annual report
of the registrant for the preceding year may be so delivered, but after such 120
day period the annual  report for the last fiscal year will be furnished to each
such employee.
          (2) The undersigned  registrant  hereby  undertakes to transmit or
cause to be transmitted to all employees  participating  in the plan, who do not
otherwise  receive such material as stockholders of the registrant,  at the time
and in the  manner  such  material  is sent to its  stockholders,  copies of all
reports,   proxy  statements  and  other   communications   distributed  to  its
stockholders generally.
          (3)  Where  interests  in a  plan  are  registered  herewith,  the
undersigned  registrant  and plan  hereby  undertake  to transmit or cause to be
transmitted promptly, without charge, to any participant in the plan who makes a
written  request,  a copy of the then  latest  annual  report of the plan  filed
pursuant to section 15(d) of the Securities Exchange Act of 1934. If such report
is filed  separately  on Form 11-K,  such form shall be  delivered  upon written
request.  If such report is filed as part of the  registrant's  annual report on
Form 10-K,  that entire  report  (excluding  exhibits)  shall be delivered  upon
written request.  If such report is filed as a part of the  registrant's  annual
report  to  stockholders  delivered  pursuant  to  paragraph  (1) or (2) of this
undertaking, additional delivery shall not be required.
                                   SIGNATURES
          Pursuant to the  requirements  of the  Securities  Act of 1933, as
amended,  the issuer certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
registration  statement to be signed on it behalf by the undersigned,  thereunto
duly authorized, in Jericho, New York, on the 13th day of December, 1999.

                                                  STATE BANCORP, INC.


                                                  BY: /s/Thomas F. Goldrick, Jr.
                                                      --------------------------
                                                  THOMAS F. GOLDRICK, JR.
                                                  CHAIRMAN and
                                                  CHIEF EXECUTIVE OFFICER


                                       23
<PAGE>

          Pursuant to the  requirements  of the  Securities  Act of 1933, as
amended,  this  Registration  Statement and power of attorney has been signed by
the following persons in the capacities and on the dates indicated.
          By his or her signature,  each of the following persons authorizes
Thomas F.  Goldrick,  Jr.  and Daniel T. Rowe and Brian K.  Finneran,  or any of
them, with full power of substitution, to execute in his name and on his behalf,
and to  file  any  amendments  (including,  without  limitation,  post-effective
amendments) to this Registration Statement necessary or advisable in the opinion
of any of them to enable the Company to comply with the Securities  Act, and any
rules, regulations and requirements of the Commission thereunder,  in connection
with  the  registration  of  the  securities  which  are  the  subject  of  this
Registration Statement.

Signature                       Title                          Date

/s/Thomas F. Goldrick, Jr.      Chairman of the Board of       December 13, 1999
--------------------------      Directors and Chief
THOMAS F. GOLDRICK, JR.         Executive Officer
                                (Principal Executive
                                Officer)

/s/Daniel T. Rowe               President and Director         December 13, 1999
-----------------
DANIEL T. ROWE

/s/Richard W. Merzbacher        Vice Chairman and Director     December 13, 1999
------------------------
RICHARD W. MERZBACHER

/s/Gary Holman                  Vice Chairman of the Board of  December 13, 1999
--------------                  Directors
GARY HOLMAN

/s/J. Robert Blumenthal         Director                       December 13, 1999
-----------------------
J. ROBERT BLUMENTHAL

/s/Carl R. Bruno                Director                       December 13, 1999
----------------
CARL R. BRUNO

/s/Arthur Dulik, Jr.            Director                       December 13, 1999
--------------------
ARTHUR DULIK, JR.

/s/Joseph F. Munson             Director                       December 13, 1999
-------------------
JOSEPH F. MUNSON

/s/John F. Picciano             Director                       December 13, 1999
-------------------
JOHN F. PICCIANO

/s/Suzanne H. Rueck             Director                       December 13, 1999
-------------------
SUZANNE H. RUECK

/s/Brian K. Finneran            Secretary/Treasurer            December 13, 1999
--------------------            (Principal Financial
BRIAN K. FINNERAN               and Accounting Officer





                                       24
[{"type": "S-8", "sequence": "1", "description": "S-8 - REGISTRATION STATEMENT", "secsgml_size_bytes": 67137}]
{"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": "S-8", "act": "33", "file-number": "333-92611", "film-number": "99773400"}, "business-address": {"street1": "699 HILLSIDE AVE", "city": "NEW HYDE PARK", "state": "NY", "zip": "11040", "phone": "5164371000"}, "mail-address": {"street1": "699 HILLSIDE AVE", "city": "NEW HYDE PARK", "state": "NY", "zip": "11040"}}
File No. 33-________

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form S-8

                             Registration Statement

                                      Under

                           The Securities Act of 1933
                         ------------------------------

                               STATE BANCORP, INC.
               (Exact name of issuer as specified in its charter)

                  New York                                11-2846511
              (State of Incorporation)   (I.R.S. Employer Identification Number)

                    2 Jericho Plaza, Jericho, New York 11753
          (Address, including zip code, of Principal Executive Offices)

                         ------------------------------

              STATE BANCORP, INC. 1999 INCENTIVE STOCK OPTION PLAN
                         ------------------------------
                            (Full title of the Plan)

                            Daniel T. Rowe, President
                               State Bancorp, Inc.
                                 2 Jericho Plaza
                             Jericho, New York 11753
                                 (516) 465-2300

 (Name and address, telephone number, including area code, of agent for service)
STATE BANCORP, INC.

                              CROSS-REFERENCE SHEET

Item #            Caption of SEC Form S-8                Caption In Prospectus
------            -----------------------                ---------------------
1.      Forepart of Registration Statement and
        Outside Front Cover Page of Prospectus           Outside Cover Page of
                                                         Prospectus

2.      Inside Front and Outside Back Cover Pages of
        Prospectus                                       Inside Front Cover Page

3.      Summary Information, Risk Factors and Ratio of
        Earnings to Fixed Charges                        Not Applicable

4.      General Information Regarding the Plan           THE PLAN -
                                                         General Information

5.      Securities to be Offered and Employees Who May
        Participate in the Plan                          THE PLAN -
                                                         General Information -
                                                         Certain Provisions of
                                                         Plan

6.      Purchase of Securities Pursuant to the Plan      THE PLAN -
                                                         General Information -
                                                         Certain Provisions of
                                                         Plan

7.      Payment for Securities Offered                   THE PLAN -
                                                         Certain Provisions of
                                                         Plan

8.      Contributions Under the Plan                     Not Applicable

9.      Withdrawal from the Plan -
        Assignment of  Interest                          Not Applicable

10.     Defaults Under the Plan                          Not Applicable

11.     Administration of the Plan                       THE PLAN -
                                                         Certain Provisions of
                                                         Plan - Administration

12.     Investment of Funds                              Not Applicable

13.     Charges and Deductions and Liens Therefor        Not Applicable

14.     Description of Registrant's Securities           DESCRIPTION OF COMMON
                                                         STOCK

15.     Incorporation of Certain Documents by Reference  INCORPORATION OF
                                                         CERTAIN DOCUMENTS BY
                                                         REFERENCE

16.     Additional Information                           ADDITIONAL INFORMATION

17.     Interests of Named Experts and Counsel           LEGAL OPINION - EXPERTS

18.     Disclosure of Commission Position on
        Indemnification for Securities Act Liabilities   INDEMNIFICATION OF
                                                         DIRECTORS AND OFFICERS

19.     Exhibits                                         Exhibits

20.     Undertakings                                     Undertakings
CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------

                                                       PROPOSED
TITLE OF                           PROPOSED            MAXIMUM
SECURITIES         AMOUNT          MAXIMUM             AGGREGATE    AMOUNT OF
TO BE              TO BE           OFFERING PRICE      OFFERING     REGISTRATION
REGISTERED         REGISTERED      PER SHARE (1)       PRICE (1)    FEE
----------         ----------      -------------       ---------    ---

Common Stock
$5.00 par value    344,500 (2)     $15.25              $5,253,625   $1,460.51

-------------------------------------------------------------------------------

 (1) Based on the Company's  estimate of the market price of its common stock on
December 10,  1999 and  estimated  solely  for the  purpose of  determining  the
registration fee.

 (2)  Pursuant  to Rule 416,  there are also being  registered  such  additional
securities as may become issuable as a result of the "anti-dilution"  provisions
of the options.
P R O S P E C T U S

                                  344,500 Shares

                                State Bancorp, Inc.

                                   Common Stock

                                  ($5 Par Value)

     THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED BY THE SECURITIES
AND  EXCHANGE  COMMISSION  NOR HAS THE  COMMISSION  PASSED UPON THE  ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL
OFFENSE.

                                STATE BANCORP, INC.
                         1999 INCENTIVE STOCK OPTION PLAN

     State  Bancorp,  Inc.  (the  "Company")  is  offering  its common  stock to
employees and other key personnel associated with the Company who may be granted
options  pursuant to the 1999  Incentive  Stock Option Plan ("1999  Plan").  The
offer is made at the prices  and on the terms and  conditions  contained  in the
stock options to be granted pursuant to the plan.

     The Common Stock covered by this Prospectus is traded on The American Stock
Exchange.  Participants under the plan (who are not "affiliates" of the Company)
who  exercise  options to  purchase  Common  Stock  under the plan may sell such
shares from time to time in such market.

     The Company will provide without charge to each person to whom a Prospectus
is  delivered,  upon  written  or  oral  request,  a copy  of any and all of the
information  that  has been  incorporated  herein  by  reference  excluding  the
exhibits thereto.  Such requests should be directed to State Bancorp,  Inc., 699
Hillside  Avenue,  New Hyde Park, New York 11040,  Attention:  Secretary;  (516)
437-1000.

         The Date of this Prospectus is  December 13, 1999
No person has been  authorized to give any  information  or to make any
representations,  other than those contained in this  Prospectus,  in connection
with the offer  contained  herein and,  if given or made,  such  information  or
representations  must be relied upon as having been  authorized  by the Company.
Neither the delivery of this  Prospectus nor any sale hereunder  shall under any
circumstances  create  any  implication  that  there  has been no  change in the
affairs of the Company since the date hereof.

                               TABLE OF CONTENTS

                                                                           Page

THE PLAN......................................................................3
     1999 Incentive Stock Option Plan.........................................3
     General Information......................................................3
     Tax Consequences.........................................................3
     Certain Provisions of the 1999 Incentive Stock
       Option Plan............................................................4

OPTIONS TO PURCHASE COMMON STOCK..............................................7

DESCRIPTION OF COMMON STOCK...................................................7

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...............................8

ADDITIONAL INFORMATION........................................................8

LEGAL OPINION.................................................................9

EXPERTS.......................................................................9

INDEMNIFICATION OF DIRECTORS AND OFFICERS.....................................9

         This Prospectus  relates to Common Stock issuable  pursuant to the 1999
Incentive  Stock  Option Plan of State  Bancorp,  Inc.,  a New York  corporation
having its  principal  office at 699 Hillside  Avenue,  New Hyde Park,  New York
11040, telephone No. (516) 437-1000.

         This Prospectus is not available for resale of the securities described
herein by persons who are  "affiliates" of the Company,  as that term is defined
in Rule 405 under the  Securities  Act of 1933 (the "Act").  Such resales may be
made pursuant to Rule 144 under such Act. In addition, the provisions of Section
16(b) of the Securities  Exchange Act of 1934 (the "Exchange Act") may also be a
consideration  in resale decisions by persons who are subject to such Section in
respect of the securities described herein.

                                       2
THE PLAN

1999 Incentive Stock Option Plan
--------------------------------
     General Information
     -------------------
         The Company's 1999 Incentive  Stock Option  Plan("1999  Plan") was
adopted by the Board of  Directors  on  February  25,  1999 and  ratified by the
stockholders of the Company at the Annual Meeting of Stockholders  held on April
25, 1999. The 1999 Plan authorizes the grant of options for up to 344,500 shares
(adjusted  to give  effect  to a 6%  stock  dividend  declared  by the  Board of
Directors of the Company on May 25, 1999 and paid on July 2, 1999).
         As of December 10, 1999, no shares were under option to employees of
the Company or its subsidiary, State Bank of Long Island ("the Bank"), including
directors  and  officers.  Through  such date,  no shares had been  purchased on
exercise of any options under the 1999 Plan.
         The  purpose  of the  1999  Plan is to  furnish  an  incentive  to
employees of the Company and its  subsidiaries  by making  available to them the
benefits of a  proprietary  interest in the Company,  to encourage the continued
service of employees and to attract to the Company individuals of experience and
ability.
         In the opinion of the Company, the 1999 Plan is not subject to the
provisions of the Employee  Retirement Income Security Act of 1974 ("ERISA") and
is not qualified under Section 401(a) of the Internal Revenue Code (the "Code").
     Tax Consequences
     ----------------
         Incentive  Options  granted  under the 1999 Plan are  intended  to
qualify as "incentive  stock options"  within the meaning of Section 422A of the
Code.
         There  are  no tax  consequences  to  either  the  Company  or the
optionee upon grant of an Incentive  Option.  There are no tax  consequences for
regular tax purposes to the optionee upon exercise of an Incentive Option if the
shares are not disposed of within two years from the date the  Incentive  Option
was granted or within one year of  exercise.  However,  the  optionee  will have
ordinary income for alternative  minimum tax purposes equal to the excess of the
fair market value of the shares at the time of exercise over the exercise price.
Any gain realized upon  disposition  after the required  holding  period will be
long-term capital gain and any loss will be long-term capital loss. No deduction
will be allowed to the Company  upon  exercise of an  Incentive  Option.  If the
above described  holding period  requirements  are not met, the gain realized on
disposition constitutes ordinary compensation income to the extent of the excess
of the fair market value of the shares at the time of exercise over the exercise
price.  Any gain in excess of the amount taxed as ordinary  compensation  income
will be taxed as capital  gain.  The Company will be entitled to a  compensation
deduction in the amount equal to the optionee's ordinary compensation income.

                                       3
Certain Provisions of the 1999 Plan
     -----------------------------------
         Administration.
         ---------------
         The 1999  Plan is  administered  by the  Board of  Directors  of the
Company  and by the  Stock  Option Committee  ("Committee") of the Board, which
presently consists of four members appointed by the Board, currently consisting
of Joseph F. Munson, John F. Picciano, Gerald P. Rosenberg and Suzanne H. Rueck.
Mr.  Picciano,  Mr. Munson and Ms. Rueck are directors of the Company and Mr.
Rosenberg  serves as Secretary to the Board of Directors of the Company.  The
address of each member of the  Committee is 2 Jericho  Plaza,  Jericho, New York
11753. The Committee has the authority in its  discretion to determine the
purchase  price of the Common Stock issuable  upon the  exercise of each option,
to  determine  the  employees to whom,  and the time or times at which
options shall be granted and the number of shares to be issuable upon the
exercise of each option,  determine the terms and  provisions of the respective
option agreements and to make all other determinations deemed necessary or
advisable for the  administration of the plan,  except that  modifications,
extensions or renewals of outstanding  options granted under the plan may be
made only by the Board of Directors  of the Company  which also has the sole
authority to accept the  surrender  of  outstanding  options,  to the extent not
theretofore exercised, and authorize the granting of new options in substitution
therefor.
         Participation.
         --------------
         Options  under the 1999 Plan are  available to key employees  (who may
be officers or  directors)  of the Company,  the Bank or the subsidiaries  of
either the  Company  or the Bank,  who,  in the  opinion of the
Committee,  exercise such functions or discharge such responsibilities that they
merit consideration as key employees.

                                       4
Terms and Conditions of Options.
         --------------------------------
         All options under this plan are granted subject to the following terms
and conditions:
         (a) Option  Price.  The 1999 Plan  provides  for an option price per
share of not less than 100% of the fair market value or the book value,
whichever  is greater on the date of the grant (110% of fair market value,  or
book value,  whichever is greater,  in the case of an employee who owns more
than 10% of the capital stock of the Company).
         (b) Term of Option. No option granted under the 1999 Plan shall be
exercisable  after the  expiration of 10 years from the date it is granted (five
years in the case of a more than 10% shareholder), or such shorter period as may
be specified by the Committee at the time of the grant.
         (c) Payment. The option price is payable in cash.
         (d) Exercise of Option. The participant, subject to the provisions
of the 1999 Plan, may exercise the option in whole or in part as provided by the
terms of the option, by giving written notice thereof to the Company, specifying
the  number of shares to be  purchased,  and  accompanied  by the  option  price
therefor. No Incentive Option may be exercised unless and until the optionee has
been  continuously  employed by the Company  since the date of the grant and has
remained in such employ for one year (or such shorter period,  but not less than
six months, specified by the Board of Directors of the Company in any individual
case deemed exceptional by the Committee), from the date of the grant, except in
the case of death or disability, as described below.
         (e) Transferability and Termination of Option. No Incentive Option
will be  transferable  by an optionee  other than by will or the laws of descent
and  distribution,  and during the lifetime of an optionee the Incentive  Option
will be exercisable only by him.
                                       5
An option,  to the extent not exercised,  shall terminate upon its
expiration  date,  or upon its surrender  pursuant to certain  provisions of the
plan or upon  termination of the employment of the optionee (except by reason of
death or disability or Change in Control as defined in the 1999 Plan), whichever
is earliest.  In the event of termination of employment by reason of disability,
the optionee will have one year after such termination  within which to exercise
the  Incentive  Option  to the  extent  it was  exercisable  at the date of such
termination. The Incentive Option of an optionee who dies while in the employ of
the Company or the Bank or any of their subsidiaries remains exercisable for one
(1) year thereafter,  to the extent it had not previously been exercised, and to
the extent the deceased  employee was entitled to exercise it at the date of the
employee's  death.  In no event  shall  any  option  be  exercisable  after  the
expiration of the term of the option.
         (f) Restrictions on Transferability. Each employee who receives an
option  shall  agree to serve in the employ of the Company or the Bank or any of
their  subsidiaries  for three (3) years,  or such shorter period (not less than
six months) as the Board of Directors of the Company may specify,  from the date
on which the option is granted.  Any termination of such employment  during such
period  which is  either  (1) for  cause,  or (2)  voluntary  on the part of the
employee  and  without  the  consent of the  Company  (except  that a  voluntary
termination  within  three (3)  months  after a Change in  Control  shall not be
deemed  voluntary  by the  optionee),  shall  result in the  termination  of all
options not previously exercised.
         In  addition,  any capital  stock  issued upon the  exercise of an
option is not transferable until the employee has fulfilled his or her agreement
to serve in the employ of the Company or the Bank or any of their  subsidiaries,
as described in the preceding  paragraph.  If the  employment of the optionee is
terminated  prior to such time, the restrictions on sale of capital stock issued
upon the  exercise of an option shall be extended for a period of five (5) years
from the date of such termination of employment.
         Certificates  for shares of Common  Stock issued upon the exercise
of options  prior to three (3) years from the date of  granting  of such  option
shall bear an appropriate  legend referring to the  restrictions  imposed by the
1999 Plan.
         (g) Recapitalization.  In the event of any increase or decrease in
the  number or kind of  outstanding  shares of Common  Stock of the  Company  by
reason of a subdivision, consolidation, stock dividend, or any other increase or
decrease  in the  shares of stock of the  Company  effected  without  receipt of
consideration by the Company,  appropriate  adjustment will be in the number and
kind of shares for which options may thereafter be granted both in the aggregate
and as to each optionee,  as well as in the number and kind of shares subject to
options  theretofore  granted  under the 1999 Plan and the option price  payable
upon exercise of such options.

                                       6
In the event of any proposed  dissolution  or  liquidation  of the
Company or a proposed merger or  consolidation  in which the Company will not be
the surviving corporation,  no adjustment will be made. The Company will mail or
furnish  to  each  optionee   written  notice  of  such  proposed   dissolution,
liquidation,  merger or  consolidation  at least  twenty (20) days prior to such
event  and each  optionee  shall  have the right  immediately  and prior to such
dissolution,  liquidation,  merger or consolidation  to exercise,  in full or in
part, his or her option.  Any option not so exercised  shall terminate upon such
dissolution, liquidation, merger or consolidation.
         No other adjustments will be made.
         (h)  Amendment  of Plan.  The Board of Directors  may,  insofar as
permitted by law, with respect to any shares not subject to options,  suspend or
discontinue  the 1999  Plan or revise or amend it in any  respect  except  that,
without  approval  of a  majority  of the  shareholders,  no  such  revision  or
amendment  shall increase the number of shares subject to the 1999 Plan,  reduce
the minimum option price,  extend the period during which options may be granted
or  exercised,  change the  designation  of the class of  employees  eligible to
receive  options or change the number of shares which may be optioned to any one
individual.

                        OPTIONS TO PURCHASE COMMON STOCK
         As of December 10,  1999,  no options to purchase  shares had been
granted under the 1999 Plan.
                           DESCRIPTION OF COMMON STOCK
         The description of the Company's Common Stock, as contained in its
Registration   Statement  on  Form  S-4  under  the  Exchange   Act,  is  hereby
incorporated by reference in this Prospectus.

                                       7
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
         The following  documents  filed with the  Securities  and Exchange
Commission ("Commission") are incorporated herein by reference:
         1. The  Company's  Annual  Report on Form 10-K for the fiscal year
            ended December 31, 1998.
         2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
            March 31, 1999, June 30, 1999 and September 30, 1999.
         3. The Company's  Proxy Statement  relating  to its  April  27,  1999
            Annual  Meeting  of Stockholders.
         All  documents  subsequently  filed  by the  Company  pursuant  to
Sections 13(a) through(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated  herein by reference and to be a part hereof,  from
the date of filing of such documents.

                             ADDITIONAL INFORMATION
              The  Company  is subject to the  information  requirements  of the
Exchange Act and in accordance  therewith  files reports,  proxy  statements and
other  information  with the Commission.  Information,  as of particular  dates,
concerning directors and officers, their remuneration,  options granted to them,
the principal  holders of securities of the Company and any material interest of
such persons in transactions  with the Company is disclosed in proxy  statements
distributed to stockholders  of the Company and filed with the Commission.  Such
reports,  proxy statements and other information may be inspected and copies may
be obtained (at prescribed rates) at the Commission's  Public Reference Section,
Judiciary Plaza, 450 Fifth Street, N.W., Room 1024,  Washington,  D.C. 20549, as
well as the following regional offices:  Seven World Trade Center, New York, New
York 10048 and Citicorp  Center,  300 West  Madison  Street,  Chicago,  Illinois
60661. The Company's Common Stock is listed on the American Stock Exchange,  and
copies of reports, proxy statements and other information concerning the Company
can be  inspected at the offices of the  American  Stock  Exchange at 86 Trinity
Place, New York, New York 10006. In addition, certain of such materials are also
available through he Commission's Electronic Data Gathering and Retrieval System
("EDGAR").

                                       8
LEGAL OPINION
              The legality of Common Stock  covered  hereby has been passed upon
for the Company by Lamb & Barnosky,  LLP, 534 Broadhollow  Road,  Melville,  New
York 11747,  Counsel to the Company.  Gary Holman, a member of said firm, is the
Vice  Chairman of the Board of  Directors of the Company and  beneficially  owns
51,178 shares of the Company's Common Stock. Gerald P. Rosenberg,  also a member
of said firm,  serves as  Secretary to the Board of Directors of the Company and
owns 10,253 shares of the Company's Common Stock. In addition, the firm's profit
sharing plan owns 5,984 shares of the Company's Common Stock.

                                     EXPERTS
              The  consolidated   financial  statements   incorporated  in  this
Prospectus by reference  from State  Bancorp,  Inc.'s Annual Report on Form 10-K
for the year ended  December 31,  1998,  have been audited by Deloitte & Touche,
LLP,  independent  auditors,  as stated in their report,  which is  incorporated
herein by reference,  and have been so  incorporated in reliance upon the report
of such firm given  upon  their  authorization  as  experts  in  accounting  and
auditing.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS
         Insofar as indemnification for liabilities arising under the Act may be
permitted to directors,  officers or persons  controlling the issuer pursuant to
the  foregoing  provisions,  the issuer has been informed that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Act and is therefore unenforceable.

                                       9
PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS
Item 18. Indemnification of Directors and Officers
         Sections  721,  722,  723,  724 and 725 of the  Business  Corporation
Law of New  York  provide  the following:
         Section  721:  The  indemnification  and  advancement  of expenses
granted  pursuant to, or provided by, this article shall not be deemed exclusive
of any other rights to which a director or officer  seeking  indemnification  or
advancement of expenses may be entitled, whether contained in the certificate of
incorporation  or the  by-laws  or,  when  authorized  by  such  certificate  of
incorporation or by-laws, (i) a resolution of shareholders, (ii) a resolution or
directors,  or (iii) an agreement providing for such  indemnification,  provided
that no  indemnification  may be made to or on behalf of any director or officer
if a judgment or other  final  adjudication  adverse to the  director or officer
establishes  that his acts were  committed  in bad  faith or were the  result of
active and  deliberate  dishonesty  and were  material to the cause of action so
adjudicated,  or that he personally  gained in fact a financial  profit or other
advantage  to which  he was not  legally  entitled.  Nothing  contained  in this
article shall affect any rights to indemnification to which corporate  personnel
other than directors and officers may be entitled by contract or otherwise under
law.
         Section 722: (a) A  corporation  may indemnify any person made, or
threatened to be made, a party to an action or proceeding  (other than one by or
in the right of the  corporation  to procure a judgment in its  favor),  whether
civil  or  criminal,  including  an  action  by or in the  right  of  any  other
corporation of any type or kind, domestic or foreign, or any partnership,  joint
venture, trust, employee benefit plan or other enterprise, which any director or
officer  of the  corporation  served  in any  capacity  at  the  request  of the
corporation,  by reason of the fact that he, his  testator or  intestate,  was a
director  or  officer of the  corporation,  or served  such  other  corporation,
partnership,  joint venture, trust, employee benefit plan or other enterprise in
any  capacity,  against  judgments,   fines,  amounts  paid  in  settlement  and
reasonable expenses, including attorneys' fees actually and necessarily incurred
as a result  of such  action  or  proceeding,  or any  appeal  therein,  if such

                                       10
director or officer  acted,  in good faith,  for a purpose  which he  reasonably
believed to be in, or, in the case of service for any other  corporation  or any
partnership,  joint venture,  trust,  employee benefit plan or other enterprise,
not opposed to, the best interests of the corporation  and, in criminal  actions
or proceedings, in addition, had no reasonable cause to believe that his conduct
was unlawful.
         (b) The  termination of any such civil or criminal action or proceeding
by judgment,  settlement,  conviction or upon a plea of nolo contendere,  or its
equivalent,  shall not in itself create a presumption  that any such director or
officer did not act, in good faith,  for a purpose which he reasonably  believed
to be  in,  or,  in the  case  of  service  for  any  other  corporation  or any
partnership,  joint venture,  trust,  employee benefit plan or other enterprise,
not opposed to, the best interests of the  corporation or that he had reasonable
cause to believe that his conduct was unlawful.
         (c) A  corporation  may  indemnify any person made, or threatened to be
made,  a party to an action by or in the right of the  corporation  to procure a
judgment in its favor by reason of the fact that he, his testator or  intestate,
is or was a director or officer of the corporation,  or is or was serving at the
request of the corporation as a director or officer of any other  corporation of
any type or kind, domestic or foreign, of any partnership, joint venture, trust,
employee  benefit plan or other  enterprise,  against amounts paid in settlement
and reasonable  expenses,  including  attorneys's fees, actually and necessarily
incurred by him in connection with the defense or settlement of such action,  or
in connection with an appeal therein, if such director or officer acted, in good
faith,  for a purpose which he reasonably  believed to be in, or, in the case of
service for any other  corporation or any  partnership,  joint  venture,  trust,
employee benefit plan or other enterprise, not opposed to, the best interests of
the corporation,  except that no  indemnification  under this paragraph shall be
made in respect of (1) a threatened action, or a pending action which is settled
or  otherwise  disposed  of, or (2) any claim,  issue or matter as to which such
person shall have been adjudged to be liable to the corporation, unless and only
to the extent that the court in which the action was  brought,  or, if no action
was brought,  any court of competent  jurisdiction,  determines upon application
that,  in view of all the  circumstances  of the case,  the person is fairly and
reasonably  entitled to indemnity for such portion of the settlement  amount and
expenses as the court deems proper.

                                       11
(d) For the purpose of this section,  a corporation  shall be deemed to
have requested a person to serve an employee  benefit plan where the performance
by such  person of his  duties to the  corporation  also  imposes  duties on, or
otherwise  involves  services  by,  such person to the plan or  participants  or
beneficiaries of the plan;  excise taxes assessed on a person with respect to an
employee benefit plan pursuant to applicable law shall be considered  fines; and
action taken or omitted by a person with respect to an employee  benefit plan in
the  performance of such person's  duties for a purpose  reasonably  believed by
such person to be in the interest of the participants  and  beneficiaries of the
plan  shall be  deemed  to be for a  purpose  which is not  opposed  to the best
interests of the corporation.
         Section  723:  (a) A person who has been  successful,  on the merits or
otherwise,  in the defense of a civil or criminal  action or  proceeding  of the
character  described  in Section  722 shall be entitled  to  indemnification  as
authorized in such section.
         (b) Except as provided in  paragraph  (a),  any  indemnification  under
section 722 or otherwise  permitted by Section  721,  unless  ordered by a court
under Section 724  (Indemnification of directors and officers by a court), shall
be made by the corporation, only if authorized in the specific case:
              (1) By the board acting by a quorum  consisting  of directors  who
are not parties to such action or proceeding upon a finding that the director or
officer has met the standard of conduct set forth in Section 722 or  established
pursuant to Section 721, as the case may be, or,
              (2) If a quorum under  subparagraph (1) is not obtainable or, even
if obtainable, a quorum of disinterested directors so directs;
              (A) By the board upon the opinion in writing of independent  legal
counsel  that  indemnification  is  proper  in  the  circumstances  because  the
applicable  standard of conduct set forth in such  sections has been met by such
director or officer, or
              (B) By the  shareholders  upon a  finding  that  the  director  or
officer has met the applicable standard of conduct set forth in such sections.

                                       12
(c) Expenses  incurred in defending a civil or criminal  action or
proceeding may be paid by the corporation in advance of the final disposition of
such action or proceeding upon receipt of an undertaking by or on behalf of such
director  or officer to repay such  amount as, and to the  extent,  required  by
paragraph (a) of Section 725.
         Section 724: (a)  Notwithstanding  the failure of a corporation to
provide indemnification,  and despite any contrary resolution of the board or of
the   shareholders   in  the  specific   case  under  Section  723  (Payment  of
indemnification other than by court awards), indemnification shall be awarded by
a  court  to  the  extent  authorized  under  Section  722   (Authorization  for
indemnification  of directors and  officers),  and paragraph (a) of Section 723.
Application therefor may be made, in every case, either:
              (1) In the  civil  action or  proceeding  in which  the  expenses
were incurred or other  amounts were paid,  or
              (2) To the supreme court in a separate proceeding, in which case
the application shall set forth the disposition  of any  previous  application
made to any  court  for the  same or similar relief and also reasonable cause
for the failure to make application for such relief in the action or  proceeding
in which the expenses were incurred or other amounts were paid.
              (b) The  application  shall be made in such  manner  and form as
may be required  by the  applicable  rules of court  or,  in the  absence
thereof,  by direction of a court to which it is made. Such application  shall
be upon notice to the  corporation.  The  court  may also  direct  that  notice
be given at the expense of the corporation to the  shareholders and such other
persons as it may designate in such manner as it may require.
              (c) Where indemnification  is sought by judicial action, the court
may allow a person such reasonable  expenses,  including attorneys' fees, during
the pendency of the  litigation  as are  necessary  in  connection  with his
defense therein,  if the court shall find that the  defendant  has by his
pleadings  or during the course of the litigation raised genuine issues of fact
or law.
         Section  725:  (a) All  expenses  incurred in defending a civil or
criminal  action or  proceeding  which are  advanced  by the  corporation  under

                                       13
paragraph  (c) of Section 723  (Payment of  indemnification  other than by court
award) or allowed by a court under paragraph (c) of Section 724 (Indemnification
of  directors  and  officers  by a court)  shall be  repaid  in case the  person
receiving such advancement or allowance is ultimately found, under the procedure
set forth in this  Article,  not to be entitled  to  indemnification  or,  where
indemnification  is  granted,  to the extent the  expenses  so  advanced  by the
corporation  or allowed by the court exceed the  indemnification  to which he is
entitled.
              (b) No  indemnification,  advancement  or allowance  shall be made
under this article in any circumstance where it appears:
              (1) That the indemnification would be inconsistent with the law of
the jurisdiction of incorporation  of a foreign  corporation  which prohibits or
otherwise limits such indemnification;
              (2)  That  the  indemnification   would  be  inconsistent  with  a
provision of the  certificate of  incorporation,  a by-law,  a resolution of the
board or of the shareholders,  an agreement or other proper corporate action, in
effect at the time of the accrual of the alleged cause of action asserted in the
threatened  or pending  action or proceeding in which the expenses were incurred
or other amounts were paid, which prohibits or otherwise limits indemnification;
or
              (3) If there has been a settlement approved by the court, that the
indemnification  would  be  inconsistent  with any  condition  with  respect  to
indemnification expressly imposed by the court in approving the settlement.
              (c)  If  any  expenses  or  other  amounts  are  paid  by  way  of
indemnification,  otherwise  than by court order or action by the  shareholders,
the  corporation  shall,  not later than the next annual meeting of shareholders
unless such meeting is held within  three months from the date of such  payment,
and, in any event, within fifteen months from the date of such payment,  mail to
its  shareholders  of record at the time  entitled  to vote for the  election of
directors a statement  specifying  the persons paid,  the amounts paid,  and the
nature and status at the time of such payment of the  litigation  or  threatened
litigation.
              (d) If any action with respect to indemnification of directors and
officers is taken by way of amendment of the by-laws,  resolution  of directors,
or by  agreement,  then the  corporation  shall,  not later than the next annual
meeting of  shareholders,  unless such  meeting is held within three months from
the date of such action,  and, in any event, within fifteen months from the date
of such action,  mail to its shareholders of record at the time entitled to vote
for the election of directors a statement specifying the action taken.

                                       14
(e) Any notification required to be made pursuant to the foregoing
paragraph  (c) or (d) of this section by any domestic  mutual  insurer  shall be
satisfied  by  compliance  with the  corresponding  provisions  of  section  one
thousand two hundred sixteen of the insurance law.
              (f) The provisions of this Article relating to  indemnification of
directors  and  officers  and  insurance   therefor   shall  apply  to  domestic
corporations and foreign  corporations  doing business in this state,  except as
provided in Section 1320 (Exemption from certain provisions).
              Article V of the registrant's By-laws provides:
                                   "ARTICLE V
                                 INDEMNIFICATION
         Section 501. Mandatory  Indemnification.  (a) The Corporation shall, to
the full extent  permitted by the New York Business  Corporation Law, as amended
from time to time (but,  in the case of any such  amendment,  only to the extent
that such amendment  permits the Corporation to provide broader  indemnification
rights  that  said  law  permitted  the  Corporation  to  provide  prior to such
amendment)  indemnify  any person who was or is a party or is  threatened  to be
made  a  party  to  any  threatened,   pending  or  completed  action,  suit  or
proceedings, whether civil, criminal, administrative or investigative, by reason
of the fact  that  he/she  is or was a  director,  officer  or  employee  of the
Corporation  or any of its  subsidiaries  or was  serving at the  request of the
Corporation as a director,  officer, employee or agent of another corporation or
of a partnership,  joint venture,  trust or other enterprise,  including service
with  respect  to  employee   benefit  plans  maintained  or  sponsored  by  the
Corporation, against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid
in  settlement)  reasonably  incurred or  suffered by such person in  connection
therewith, and such indemnification shall continue as to a person who has ceased
to be a director,  officer,  employee or agent and shall inure to the benefit of

                                       15
his or her heirs, executors and administrators;  provided,  however, that except
as  provided  in  paragraph  (c) of this  Section  501,  the  Corporation  shall
indemnify  any  such  person  seeking   indemnification  in  connection  with  a
proceeding  (or part thereof)  initiated by such person only if such  proceeding
(or part  thereof)  was  authorized  by the  Board of  Directors.  Any  right of
indemnification  so  provided  shall be a contract  right and shall  include the
right to be paid by the Corporation the expenses  incurred in defending any such
proceeding in advance of its final disposition,  such advances to be paid by the
Corporation  within 20 days after receipt by the  Corporation  of a statement or
statements  from the claimant  requesting  such advance or advances from time to
time; provided, however, that if the New York Business Corporation Law requires,
the  payment of such  expenses  incurred  by a director or officer in his or her
capacity  as a  director  or  officer  (and not in any other  capacity  in which
service  was or is  rendered  by  such  person  while  a  director  or  officer,
including, without limitation,  service to any employee benefit plan) in advance
of the final disposition of a proceeding shall be made only upon delivery to the
Corporation  of an  undertaking  by or on behalf of such  director or officer to
repay all amounts so advanced if it shall  ultimately  be  determined  that such
director  or officer is not  entitled  to be  indemnified  under this  By-Law or
otherwise.
              (b) To obtain  indemnification under this By-Law, a claimant shall
submit to the Corporation a written request, including therein or therewith such
documentation and information as is reasonably  available to the claimant and is
reasonably  necessary  to  determine  whether and to what extent the claimant is
entitled  to   indemnification.   Upon   written   request  by  a  claimant  for
indemnification  pursuant  to the  first  sentence  of  this  paragraph  (b),  a
determination,  if required by applicable  law,  with respect to the  claimant's
entitlement  thereto shall be as follows:  (1) if requested by the claimant,  by
Independent  Counsel (as hereinafter  defined),  or (2) if no request is made by
the claimant for a  determination  by Independent  Counsel,  (i) by the Board of
Directors by a majority vote of a quorum  consisting of Disinterested  Directors
(as  hereinafter  defined),  or (ii)  if a  quorum  of the  Board  of  Directors
consisting of Disinterested  Directors is not obtainable or, even if obtainable,
such quorum of Disinterested  Directors so directs,  by Independent Counsel in a

                                       16
written opinion to the Board of Directors, a copy of which shall be delivered to
the claimant, or (iii) if a quorum of Disinterested Directors so directs, by the
stockholders of the Corporation.  In the event the  determination of entitlement
to  indemnification  is to be made by Independent  Counsel at the request of the
claimant,  the  Independent  Counsel shall be selected by the Board of Directors
unless  there  shall have  occurred  within  two years  prior to the date of the
commencement  of the action,  suit or proceedings for which  indemnification  is
claimed a Change of  Control,  in which case the  Independent  Counsel  shall be
selected by the claimant  unless the claimant  shall request that such selection
be made by the Board of Directors.  If it is so determined  that the claimant is
entitled to  indemnification,  payment to the  claimant  shall be made within 10
days after such determination.
              (c) If a claim under paragraph (a) of this Section 501 is not paid
in full by the Corporation  within thirty days after a written claim pursuant to
paragraph (b) of this By-Law has been received by the Corporation,  the claimant
may at any time  thereafter  bring suit against the  Corporation  to recover the
unpaid amount of the claim and, if successful in whole or in part,  the claimant
shall be  entitled  to be paid also the expense of  prosecuting  such claim.  It
shall be a defense to any such action (other than an action brought to enforce a
claim for expenses  incurred in defending any proceeding in advance of its final
disposition  where  the  required  undertaking,  if any is  required,  has  been
tendered  to the  Corporation)  that the  claimant  has not met the  standard of
conduct which makes it permissible  under the New York Business  Corporation Law
for the  Corporation to indemnify the claimant for the amount  claimed,  but the
burden of proving such defense shall be on the Corporation.  Neither the failure
of the  Corporation  (including its Board of Directors,  Independent  Counsel or
stockholders)  to have made a  determination  prior to the  commencement of such
action  that  indemnification  of the  claimant  is proper in the  circumstances
because he or she has met the  applicable  standard  of conduct set forth in the
New  York  Business   Corporation  Law,  nor  an  actual  determination  by  the
Corporation   (including  its  Board  of  Directors,   Independent   Counsel  or
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a  presumption  that the claimant has
not met the applicable standard of conduct.

                                       17
(d) If a determination  shall have been made pursuant to paragraph
(b) of this  Section 501 that the claimant is entitled to  indemnification,  the
Corporation  shall be bound by such  determination  in any  judicial  proceeding
commenced pursuant to paragraph (c) of this Section 501.
              (e) The  Corporation  shall be  precluded  from  asserting  in any
judicial proceeding commenced pursuant to paragraph (c) of this Section 501 that
the procedures and  presumptions of this Section 501 are not valid,  binding and
enforceable and shall stipulate in such proceeding that the Corporation is bound
by all the provisions of this By-Law.
              (f) The  right to  indemnification  and the  payment  of  expenses
incurred in defending a proceeding in advance of its final disposition conferred
in this By-Law  shall not be  exclusive  of any other right which any person may
have or hereafter  acquire under any statute,  provision of the  Certificate  of
Incorporation,   By-Laws,  agreement,  vote  of  stockholders  or  Disinterested
Directors or otherwise.  No repeal or  modification of this Section 501 shall in
any way  diminish  or  adversely  affect  the rights of any  director,  officer,
employee or agent of the  Corporation  hereunder in respect of any occurrence or
matter arising prior to any such repeal or modification.
              (g) The Corporation  may maintain  insurance,  at its expense,  to
protect itself and any director,  officer,  employee or agent of the Corporation
or another corporation,  partnership,  joint venture,  trust or other enterprise
against any expense,  liability or loss,  whether or not the  Corporation  would
have the power to indemnify such person against such expense,  liability or loss
under the New York Business  Corporation Law. To the extent that the Corporation
maintains any policy or policies providing such insurance, each such director or
officer, and each such agent or employee to which rights to indemnification have
been granted as provided in paragraph (h) of this Section 501,  shall be covered
by such policy or policies in accordance  with its or their terms to the maximum
extent of the coverage  thereunder for any such director,  officer,  employee or
agent.
              (h) The  Corporation  may, to the extent  authorized  from time to
time by the  Board  of  Directors  or the  stockholders  of the  Corporation  by
resolution thereof,  grant rights to  indemnification,  and rights to be paid by
the Corporation the expenses  incurred in defending any proceeding in advance of
its  final  disposition,  to any  employee  or agent of the  Corporation  to the
fullest  extent  of the  provisions  of this  Section  501 with  respect  to the
indemnification  and  advancement  of expenses of directors  and officers of the
Corporation,  or to any directors or officers of the  Corporation  to the extent
such rights are permitted by law and not available under this Section 501.

                                       18
(i) If any  provision or  provisions  of this Section 501 shall be
held to be invalid, illegal or unenforceable for any reason whatsoever:  (1) the
validity,  legality  and  enforceability  of the  remaining  provisions  of this
Section 501  (including,  without  limitation,  each portion of any paragraph of
this Section 501 containing  any such  provision held to be invalid,  illegal or
unenforceable,  that is not itself held to be invalid, illegal or unenforceable)
shall not in any way be  affected or  impaired  thereby;  and (2) to the fullest
extent  possible,  the  provisions  of  this  Section  501  (including,  without
limitation,  each such portion of any  paragraph of this Section 501  containing
any such  provision  held to be  invalid,  illegal  or  unenforceable)  shall be
construed so as to give effect to the intent  manifested by the  provision  held
invalid, illegal or unenforceable.
              (j) For purposes of this By-Law:
              (1) "Change of Control" means
              (A) The  acquisition  by any  individual,  entity  or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the  Securities  Exchange
Act of 1934,  as amended (the "Exchange  Act")) (a "Person") of  beneficial
ownership  (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of 20% or more of either (i) the then outstanding  shares of the Corporation's
Common Stock or (ii) the combined voting  power of the  then  outstanding
voting  securities  of the  Corporation entitled to vote generally in the
election of directors (the "Corporation Voting Securities");  provided,
however, that for purposes of this subsection (a), the following  acquisitions
shall  not  constitute  a Change  of  Control;  (i) any acquisition  directly
from  the  Corporation,   (ii)  any  acquisition  by  the Corporation,
(iii) any  acquisition  by any  employee  benefit plan (or related
trust)  sponsored or maintained by the Company or (iv) any acquisition  pursuant
to a  transaction  which  complies with clauses (i), (ii) and (iii) of paragraph
(C) of this Section 501(j)(1); or

                                       19
(B) Individuals  who, as of September 23, 1997,  constitute
the Board (the "Incumbent Board") cease for any reason to constitute  at least
a majority of the Board;  provided, however,  that any  individual  becoming a
director  subsequent to September 23, 1997  whose   election,   or  nomination
for  election  by  the   Corporation's stockholders,  was  approved by a vote
of at least a majority  of the  directors then  comprising  the  Incumbent
Board  shall  be  considered  as  though  such individual  were a  member  of
the  Incumbent  Board,  but  excluding,  for this purpose,  any such  individual
whose  initial  assumption of office occurs as a result of an actual or
threatened  election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or
              (C)  Consummation by the  Corporation of a  reorganization,
merger or consolidation or sale or other  disposition of all or substantially
all of the assets of the Corporation or the  acquisition of assets of another
entity (a "Business  Combination"),  in each case, unless, following such
Business Combination, (i) all or substantially all  of  the   individuals   and
entities  who  were  the  beneficial   owners, respectively,  of the outstanding
common stock and outstanding voting securities of the Corporation  immediately
prior to such Business Combination  beneficially own,  directly  or  indirectly,
more  than  60%  of,  respectively,   the  then outstanding  shares of common
stock and the  combined  voting power of the then outstanding  voting
securities  entitled to vote  generally  in the election of directors,  as the
case may be, of the corporation  resulting from such Business
Combination (including,  without limitation,  a corporation which as a result of
such  transaction  owns  the  Corporation  or  all or  substantially  all of the
Corporation's  assets either  directly or through one or more  subsidiaries)  in
substantially the same proportions as their ownership, immediately prior to such
Business  Combination,   of  the  Corporation's  outstanding  common  stock  and
outstanding voting securities, as the case may be, (ii) no Person (excluding any
employee  benefit plan (or related trust) of the Corporation or such corporation
resulting  from  such  Business  Combination)  beneficially  owns,  directly  or
indirectly, 20% or more of, respectively,  the then outstanding shares of common
stock  of the  corporation  resulting  from  such  Business  Combination  or the
combined  voting  power  of the  then  outstanding  voting  securities  of  such
corporation  except to the  extent  that  such  ownership  existed  prior to the
Business  Combination  and (iii) at least a majority of the members of the board
of directors of the corporation  resulting from such Business  Combination  were
members  of the  Incumbent  Board at the time of the  execution  of the  initial
agreement,  or  of  the  action  of  the  Board,  providing  for  such  Business
Combination; or

                                       20
(D) Approval by the  stockholders  of the  Corporation of a
complete liquidation or dissolution of the Corporation.
              (2)  "Disinterested  Director"  means a director of the
Corporation  who is not and was not a party to the action or proceeding in
respect of which indemnification is sought by the claimant.
              (3)  "Independent  Counsel"  means a law  firm,  a member  of a
law  firm,  or an  independent practitioner,  that is  experienced  in  matters
of  corporation  law and shall include any person who, under the applicable
standards of professional  conduct then  prevailing,  would not have a conflict
of interest in representing  either the Corporation or the claimant in an action
to determine the claimant's  rights under this By-Law.
              (k) Any  notice,  request or other  communication  required  or
permitted  to be given to the Corporation under this By-Law shall be in writing
and either delivered in person or sent by telecopy,  telex,  telegram, overnight
mail or courier  service,  or certified or registered mail, postage prepaid,
return receipt requested, to the Secretary of the  Corporation  and shall be
effective  only upon receipt by the Secretary."
              Insofar  as  indemnification  for  liabilities  arising  under the
Securities  Act of 1933 may be  permitted  to  directors,  officers,  or persons
controlling the registrant pursuant to the foregoing provisions,  the issuer has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification  is against  public policy as expressed in the Securities Act of
1933  and  is   therefore   unenforceable.   In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in

                                       21
connection with the securities being registered,  the registrant will, unless in
the option of its counsel the matter has been settled by controlling  precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by its is against  public policy as expressed in teh Securities
Act and will be  governed  by the final  adjudication  of such  issue.
Item 19.  Exhibits
          --------
              4        1999 Incentive  Stock Option Plan is  incorporated by
                       reference as Exhibit A to the registrant's definitive
                       Proxy  Statement in  connection  with the 1999 Annual
                       Meeting of Stockholders.
              5        Opinion of Lamb & Barnosky, LLP.
             23.1      Independent Auditors' Consent.
             23.2      Consent of Lamb &  Barnosky,  LLP,  included in their
                       opinion filed as Exhibit 5.
Item 20.  Undertakings
          ------------
          A.       Rule 415 Registration
          The undersigned registrant hereby undertakes:
          (1)      To  file,   during  any  period  in  which   offers  or
sales are being made, a post-effective amendment to this registration statement:

          (i)      To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

          (ii)     To  reflect  in the  prospectus  any  facts  or  events
arising  after the effective  date of the  registration statement (or the most
recent post-effective  amendment thereof)  which,  individually  or  in  the
aggregate, represent a fundamental  change in the  information set forth in the
registration statement;

          (iii)      To include any material information with respect to the
plan of  distribution  not previously  disclosed in the registration  statement
or any material  change to such information in the registration statement.

          Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
if the  registration  statement is on Form S-3 or Form S-8, and the  information

                                       22
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic reports filed by the registrant  pursuant to section 13 or
section 15(d) of the Securities  Exchange Act of 1934 that are  incorporated  by
reference in the registration statement.
          (2) That, for the purpose of determining  any liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.
          (3) To  remove  from  registration  by means  of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

          B.       Filings Incorporating Subsequent Exchange Act Documents by
                   Reference
          The undersigned registrant hereby undertakes that, for purposes of
determining  any liability  under the  Securities Act of 1933 each filing of the
issuer's  annual  report  pursuant  to  section  13(a) or  section  15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.
          C.        To Transmit Certain Material
          (1) The  undersigned  registrant  hereby  undertakes to deliver or
cause  to be  delivered  with  the  prospectus,  to each  employee  to whom  the
prospectus  is sent  or  given,  a copy of the  registrant's  annual  report  to
stockholders  for its last fiscal  year,  unless  such  employee  otherwise  has
received a copy of such report,  in which case the registrant shall state in the
prospectus that it will promptly furnish,  without charge, a copy of such report
on written  request of the employee.  If the last fiscal year of the  registrant
has ended within 120 days prior to the use of the prospectus,  the annual report
of the registrant for the preceding year may be so delivered, but after such 120
day period the annual  report for the last fiscal year will be furnished to each
such employee.
          (2) The undersigned  registrant  hereby  undertakes to transmit or
cause to be transmitted to all employees  participating  in the plan, who do not
otherwise  receive such material as stockholders of the registrant,  at the time
and in the  manner  such  material  is sent to its  stockholders,  copies of all
reports,   proxy  statements  and  other   communications   distributed  to  its
stockholders generally.
          (3)  Where  interests  in a  plan  are  registered  herewith,  the
undersigned  registrant  and plan  hereby  undertake  to transmit or cause to be
transmitted promptly, without charge, to any participant in the plan who makes a
written  request,  a copy of the then  latest  annual  report of the plan  filed
pursuant to section 15(d) of the Securities Exchange Act of 1934. If such report
is filed  separately  on Form 11-K,  such form shall be  delivered  upon written
request.  If such report is filed as part of the  registrant's  annual report on
Form 10-K,  that entire  report  (excluding  exhibits)  shall be delivered  upon
written request.  If such report is filed as a part of the  registrant's  annual
report  to  stockholders  delivered  pursuant  to  paragraph  (1) or (2) of this
undertaking, additional delivery shall not be required.
                                   SIGNATURES
          Pursuant to the  requirements  of the  Securities  Act of 1933, as
amended,  the issuer certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
registration  statement to be signed on it behalf by the undersigned,  thereunto
duly authorized, in Jericho, New York, on the 13th day of December, 1999.

                                                  STATE BANCORP, INC.

                                                  BY: /s/Thomas F. Goldrick, Jr.
                                                      --------------------------
                                                  THOMAS F. GOLDRICK, JR.
                                                  CHAIRMAN and
                                                  CHIEF EXECUTIVE OFFICER

                                       23
Pursuant to the  requirements  of the  Securities  Act of 1933, as
amended,  this  Registration  Statement and power of attorney has been signed by
the following persons in the capacities and on the dates indicated.
          By his or her signature,  each of the following persons authorizes
Thomas F.  Goldrick,  Jr.  and Daniel T. Rowe and Brian K.  Finneran,  or any of
them, with full power of substitution, to execute in his name and on his behalf,
and to  file  any  amendments  (including,  without  limitation,  post-effective
amendments) to this Registration Statement necessary or advisable in the opinion
of any of them to enable the Company to comply with the Securities  Act, and any
rules, regulations and requirements of the Commission thereunder,  in connection
with  the  registration  of  the  securities  which  are  the  subject  of  this
Registration Statement.

Signature                       Title                          Date

/s/Thomas F. Goldrick, Jr.      Chairman of the Board of       December 13, 1999
--------------------------      Directors and Chief
THOMAS F. GOLDRICK, JR.         Executive Officer
                                (Principal Executive
                                Officer)

/s/Daniel T. Rowe               President and Director         December 13, 1999
-----------------
DANIEL T. ROWE

/s/Richard W. Merzbacher        Vice Chairman and Director     December 13, 1999
------------------------
RICHARD W. MERZBACHER

/s/Gary Holman                  Vice Chairman of the Board of  December 13, 1999
--------------                  Directors
GARY HOLMAN

/s/J. Robert Blumenthal         Director                       December 13, 1999
-----------------------
J. ROBERT BLUMENTHAL

/s/Carl R. Bruno                Director                       December 13, 1999
----------------
CARL R. BRUNO

/s/Arthur Dulik, Jr.            Director                       December 13, 1999
--------------------
ARTHUR DULIK, JR.

/s/Joseph F. Munson             Director                       December 13, 1999
-------------------
JOSEPH F. MUNSON

/s/John F. Picciano             Director                       December 13, 1999
-------------------
JOHN F. PICCIANO

/s/Suzanne H. Rueck             Director                       December 13, 1999
-------------------
SUZANNE H. RUECK

/s/Brian K. Finneran            Secretary/Treasurer            December 13, 1999
--------------------            (Principal Financial
BRIAN K. FINNERAN               and Accounting Officer

                                       24