SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
Mail Stop 4561
May 26, 2009

By U.S. Mail and Facsimile to: (502) 625-2295

Nancy B. Davis  Executive Vice President, Treasurer and Chief Financial Officer S.Y. Bancorp, Inc. 1040 East Main Street Louisville, Kentucky 40206

Re: S.Y. Bancorp, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2008
 (Filed March 13, 2009) Form 8-K (Furnished April 22, 2009) Form 10-Q for the Quarterly Period Ended March 31, 2009  (Filed May 7, 2009)
 File No. 001-13661

Dear Ms. Davis:

We have reviewed your filings and have the following comments.  Where
indicated, we think you should re vise your documents in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Nancy B. Davis
S.Y. Bancorp, Inc. May 26, 2009 Page 2

Form 10-K for the Fiscal Year Ended December 31, 2008

Item 11.  Executive Compensation, page 79

Specific Elements of Compen sation, and How Performance Impacts Each, page 13 of
Definitive Proxy Statement on Schedule 14A

1. Please tell us why you have not disclose d certain of the performance targets
utilized in determining annual cash incentive compensation for your named
executive officers for the 2008 fiscal year .  For example, you have not disclosed
the information in the matrix us ed to compute a nnual cash incentive
compensation for certain of your named executive officers.  To the extent you
believe that disclosure of the historic al performance targets is not required
because it would result in competitive ha rm such that the targets could be
excluded under Instruction 4 to Item 402( b) of Regulation S-K, please provide a
detailed supplemental analysis supporting your conclusion.  In particular, your competitive harm analysis should clearly ex plain the nexus between disclosure of
the performance objectives and the competitiv e harm that is likely to result from
disclosure.  Refer to Item 402(b)(2)(v)  of Regulation S-K and Regulation S-K
Compliance and Disclosure Interpretation 118.04.
 Item 13.  Certain Relationships and Related Transactions, and Dir ector Independence,
page 80
 Transactions with Management and Others, page 27 of Definitive Proxy Statement on
Schedule 14A
 2. We note the disclosure on page 27 that lo ans were made on substantially the same
terms as those prevailing at the time for comparable transactions with other persons.  Please confirm, and revise future  filings to disclose , if true, that the
loans were made on substantially the same  terms, including interest rates and
collateral, as those prevailing at the time for comparable loans with persons not
related to the lender .  Refer to Instruction 4(c) to  Item 404(a) of Regulation S-K.

Exhibits 31.1 and 31.2

3. We note that Exhibits 31.1 and 31.2 to th e Form 10-K contain modifications of
the exact form of certification as set fort h in Item 601(b)(31) of Regulation S-K.
In particular, you have included the title s of the certifying officers, added the
word “annual” throughout th e certification, added the word “we” in paragraph 4
and deleted the parenthetical in paragraph 4(d).  We not e similar modifications in
Exhibits 31.1 and 31.2 to the Form 10-Q for the quarterly period ended March 31, 2009.  In future filings, please ensure that the certifications are in the exact form
as set forth in Item 601(b)(31) of Regulat ion S-K, except as otherwise indicated in

Nancy B. Davis
S.Y. Bancorp, Inc. May 26, 2009 Page 3

Commission statements or staff interpretations.

Form 8-K filed April 22, 2009

 4. We note your presentation of “tangible common equity” in this Form 8-K and in
your Form 10-Q for the quarter ended Ma rch 31, 2009.  This ratio appears to be
non-GAAP measures as defined by Regulation G and Item 10(e) of Regulation S-K as it is not required by GAAP, Commi ssion Rules, or banking regulatory
requirements.  To the extent you plan to provide this non-GAAP ratio in the
future, the staff notes the following:

• To the extent the ratio is disclosed in  future filings with the Commission, you
should comply with all of the requireme nts in Item 10(e) of Regulation S-K,
including clearly labeling the ratio as a non-GAAP measure and complying with
all of the disclosure requirements.

• To the extent that you plan to disclose the ratio in future Item 2.02 Form 8-Ks,
you should provide all of the disclosure s required by Item 10(e)(1)(i) of
Regulation S-K as required by Instruc tion 2 to Item 2.02 of Form 8-K.
 • To the extent you disclose or release publicly any material information that
includes a non-GAAP measure, you should be cognizant of the requirements in
Regulation G to label the measure as non-GAAP and provide a reconciliation to
the most closely comparable GAAP measure.

Closing Comments

 Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a cover letter that keys your responses to
our comments and provides any requested in formation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your responses to our comments.
   We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the

Nancy B. Davis
S.Y. Bancorp, Inc. May 26, 2009 Page 4

filing;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
 • the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
  You may contact Sharon Blume, Assist ant Chief Accountant, at (202) 551-3474
or John Nolan, Senior Assistant Chief A ccountant, at (202) 551-3492 if you have
questions regarding comments on the financial statements and related matters.  Please
contact Justin Dobbie at (202) 551-3469 or  me at (202) 551-3464 with any other
questions
Sincerely,

Kathryn McHale Staff Attorney