Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
THOMPSON KATHY C
   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
__X__ Officer (give title below) _____ Other (specify below)
Executive Vice President
(Last)
(First)
(Middle)
6804 FAIRWAY VIEW CT.		 3. Date of Earliest Transaction (Month/Day/Year)
08/09/2006
(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 08/09/2006   M   4,200 A $ 6.9048 43,806.4702 (12) D  
Common Stock               9,430.5466 (1) I By ESOP/401k-fbo Kathy Thompson

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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) $ 24.0667 (11)             07/17/2006 11/07/2016 Common Stock 14,700 (11)   14,700 (11) D  
Option (Right to Buy) $ 6.9048 (2) 08/09/2006   M     4,200 07/03/1997 01/03/2007 Common Stock 4,200 (2) $ 29,000.16 0 (2) D  
Option (Right to Buy) $ 9.7619 (3)             07/08/1998 01/08/2008 Common Stock 4,200 (3)   4,200 (3) D  
Option (Right to Buy) $ 11.3989 (4)             10/20/1999 04/20/2009 Common Stock 6,720 (4)   6,720 (4) D  
Option (Right to Buy) $ 10 (5)             07/07/2000 01/07/2010 Common Stock 7,350 (5)   7,350 (5) D  
Option (Right to Buy) $ 9.8238 (6)             06/21/2001 12/21/2010 Common Stock 9,450 (6)   9,450 (6) D  
Option (Right to Buy) $ 16 (7)             06/27/2001 12/27/2011 Common Stock 8,400 (7)   8,400 (7) D  
Option (Right to Buy) $ 18.619 (8)             06/17/2003 12/17/2012 Common Stock 7,140 (8)   7,140 (8) D  
Option (Right to Buy) $ 20.1714 (9)             06/16/2004 12/16/2013 Common Stock 9,765 (9)   9,765 (9) D  
Option (Right to Buy) $ 22.8095 (10)             06/14/2005 06/14/2014 Common Stock 9,345 (10)   9,345 (10) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
THOMPSON KATHY C
6804 FAIRWAY VIEW CT.
PROSPECT, KY 40059		   X     Executive Vice President  

Signatures

 //Kathy C. Thompson   08/11/2006
**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) Additional shares as a result of 5% stock dividend payable on May 26, 2006.
(2) This option was previously reported as covering 4,000 options at $7.25 per share, but was adjusted to reflect the 5/26/06 stock dividend.
(3) This option was previously reported as covering 4,000 options at $10.25 per share, but was adjusted to reflect the 5/26/06 stock dividend.
(4) This option was previously reported as covering 6,400 options at $11.9688 per share, but was adjusted to reflect the 5/26/06 stock dividend.
(5) This option was previously reported as covering 7,000 options at $10.50 per share, but was adjusted to reflect the 5/26/06 stock dividend.
(6) This option was previously reported as covering 9,000 options at $10.315 per share, but was adjusted to reflect the 5/26/06 stock dividend.
(7) This option was previously reported as covering 8,000 options at $16.80 per share, but was adjusted to reflect the 5/26/06 stock dividend.
(8) This option was previously reported as covering 6,800 options at $19.55 per share, but was adjusted to reflect the 5/26/06 stock dividend.
(9) This option was previously reported as covering 9,765 options at $21.18 per share, but was adjusted to reflect the 5/26/06 stock dividend.
(10) This option was previously reported as covering 8,900 options at $23.95 per share, but was adjusted to reflect the 5/26/06 stock dividend.
(11) This option was previously reported as covering 14,000 options at $25.27 per share, but was adjusted to reflect the 5/26/06 stock dividend.
(12) Lowered by 170 shares gifted on 7/31/06 and .5884 shares resulting from termination of dividend reinvestment participation.

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