FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * BROOKS DAVID H   2. Issuer Name and Ticker or Trading Symbol S Y BANCORP INC [SYBT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 4010 FOX MEADOW WAY 3. Date of Earliest Transaction (Month/Day/Year) 10/03/2006 (Street) PROSPECT, KY 40059 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock               76,470 (1) D   Common Stock               52,867 (2) I By Spouse Common Stock 10/03/2006   P   6.063 A $ 28.72 1,178.24 I Trust-Directors Deferred Comp Plan

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option (Right to Buy)

$ 16 (3)

06/27/2002

12/27/2011

Common Stock

25,200 (3)

25,200 (3)

D

Option (Right to Buy)

$ 18.619 (4)

06/17/2003

12/17/2012

Common Stock

19,530 (4)

19,530 (4)

D

Option (Right to Buy)

$ 20.1714 (5)

06/16/2004

12/16/2013

Common Stock

17,535 (5)

17,535 (5)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BROOKS DAVID H 4010 FOX MEADOW WAY PROSPECT, KY 40059	X

Signatures

//David H. Brooks		10/10/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Includes 3,645 shares acquired on May 26, 2006 as a result of 5% stock dvidend.
(2)	Includes 2,517 shares acquired on May 26, 2006 as a result of 5% stock dividend.
(3)	This option was previously reported as covering 24,000 shares at an exercise price of $16.80 per share, but was adjusted to reflect the 5% stock dividend that occured on May 26, 2006.
(4)	This option was previously reported as covering 18,600 shares at an exercise price of $19.55 per share, but was adjusted to reflect the 5% stock dividend that occured on May 26, 2006.
(5)	This option was previously reported as covering 16,700 shares at an exercise price of $21.18 per share, but was adjusted to reflect the 5% stock dividend that occured on May 26, 2006.

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