SecProbe.io

CORRESP
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 filename1.htm

 STOCK
YARDS BANCORP, INC.

 1040 East Main Street

 Louisville, Kentucky 40206

 March 20, 2026

 via EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Aisha Adegbuyi

 Re: Stock Yards Bancorp, Inc. (the "Company")

 Request for Acceleration of Effectiveness

 Form S-4 filed on March 9, 2026

 Registration No. 333-294141

 Dear Ms. Adegbuyi:

 In accordance with Rule 461
under the Securities Act of 1933, Stock Yards Bancorp, Inc. hereby requests acceleration of the effectiveness of the above-referenced
Registration Statement on Form S-4, as amended on March 20, 2026, to 4:00 p.m. (EDT) on March 24, 2026, or as soon
as practicable thereafter.

 Please
contact our counsel, James A. Giesel of FBT Gibbons LLP, at (502) 568-0307 or jgiesel@fbtgibbons.com with any questions
you may have concerning this letter, or if you require any additional information. Please notify Mr. Giesel when this request for
acceleration of effectiveness of the Registration Statement has been granted.

 Sincerely,

 STOCK YARDS BANCORP, INC.

 By:
 /s/ James A. Hillebrand

 James A. Hillebrand

 Chairman and Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 17, 2026

James A. Hillebrand
Chief Executive Officer
Stock Yards Bancorp, Inc.
1040 East Main Street
Louisville, KY 40206

 Re: Stock Yards Bancorp, Inc.
 Registration Statement on Form S-4
 Filed March 9, 2026
 File No. 333-294141
Dear James A. Hillebrand:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Aisha Adegbuyi at 202-551-8754 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: James A. Giesel, Esq.
</TEXT>
</DOCUMENT>

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	sybt20241211_corresp.htm

December 12, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F. Street, N.E.

Washington, D.C. 20549

			Re:

			Stock Yards Bancorp, Inc.

			Form 10-K for the Fiscal Year Ended December 31, 2023

			File No. 001-13661

Ladies and Gentlemen,

Please find below our response to the comment on Stock Yards Bancorp’s Form 10-K for the fiscal year ended December 31, 2023, set forth in your letter dated December 5, 2024. We appreciate the opportunity to provide information in response to your comment.

Below we have listed your comment in bold font and our response follows.

Form 10-K for the Fiscal Year Ended December 31, 2023

Management’s Discussion and Analysis of Financial Condition and Results of Operations Deposits, page 67

1.          Please revise future filings to disclose the total amount of uninsured deposits in accordance with Item 1406(e) of Regulation S-K.

Response:

We acknowledge the requirements of Item 1406 of Regulation S-K. We will disclose the total amount of uninsured deposits as of the end of each reported future period in our future periodic filings.

Thank you for your time and consideration. I look forward to discussing this with you and your colleagues as needed.

Sincerely,

/s/ T. Clay Stinnett

T. Clay Stinnett

Executive Vice President and Chief Financial Officer

December 12, 2024
T. Clay Stinnett
EVP and CFO
Stock Yards Bancorp, Inc.
1040 East Main Street
Louisville, Kentucky 40206
Re:Stock Yards Bancorp, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
File No. 001-13661
Dear T. Clay Stinnett:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Finance

December 5, 2024
T. Clay Stinnett
EVP and CFO
Stock Yards Bancorp, Inc.
1040 East Main Street
Louisville, Kentucky 40206
Re:Stock Yards Bancorp, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
File No. 001-13661
Dear T. Clay Stinnett:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2023
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Deposits, page 67
1.Please revise future filings to disclose the total amount of uninsured deposits in
accordance with Item 1406(e) of Regulation S-K.
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Sarmad Makhdoom at 202-551-5776 or Robert Klein at 202-551-3847
with any questions.

December 5, 2024
Page 2
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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STOCK
YARDS BANCORP, INC.

1040 East Main Street

Louisville, Kentucky 40206

April 2, 2021

via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

  Attention:
  Sonia Bednarowski

Re:         Stock
Yards Bancorp, Inc. (the “Company”)

Request for Acceleration of Effectiveness

Form S-4 filed on March 19, 2021

Registration No. 333-254494

Dear Ms. Bednarowski:

In accordance with Rule 461
under the Securities Act of 1933, Stock Yards Bancorp, Inc. hereby requests acceleration of the effectiveness of the above-referenced
Registration Statement on Form S-4, as amended on April 2, 2021, to 4:00 p.m. (EDT) on Tuesday, April 6, 2021, or as soon as practicable
thereafter.

Please contact our counsel,
James A. Giesel of Frost Brown Todd LLC, at (502) 568-0307 or jgiesel@fbtlaw.com with any questions you may have concerning this letter,
or if you require any additional information. Please notify Mr. Giesel when this request for acceleration of effectiveness of the Registration
Statement has been granted.

  Sincerely,

  STOCK YARDS BANCORP, INC.

 By: /s/ James
                                            A. Hillebrand

  James A. Hillebrand

  Chairman and Chief Executive Officer

United States securities and exchange commission logo
March 23, 2021
James A. Hillebrand
Chief Executive Officer
Stock Yards Bancorp, Inc.
1040 East Main Street
Louisville, KY 40206
Re:Stock Yards Bancorp, Inc.
Registration Statement on Form S-4
Filed March 19, 2021
File No. 333-254494
Dear Mr. Hillebrand:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sonia Bednarowski at 202-551-3666 or Justin Dobbie, Legal Branch
Chief, at 202-551-3469 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

Mail Stop 4720

February 10 , 2017

Via E -mail
Ms. Nancy B. Davis
Chief Financial Officer
Stock Yards Bancorp, Inc.
1040 East Main Street
Louisville, Kentucky 40206

Re: Stock Yards Bancorp, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2015
Filed March 4 , 2016
File No. 001-13661

Dear Ms. Davis:

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Stephanie L. Sullivan

Stephanie L. Sullivan
Senior Technical and Policy Advisor
Office of Financial Services

CORRESP
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January 13, 2017

Ms. Stephanie L. Sullivan

Senior Assistant Chief Accountant

Office of Financial Services

Division of Corporation Finance

United States Securities and Exchange Commission

Washington, DC 20549

Re:          Stock Yards Bancorp, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2015

Filed March 4, 2016

File No. 001-13661

Dear Ms. Sullivan:

We are replying to inquiries and comments in your letter dated December 13, 2016 with regard to Stock Yards Bancorp, Inc. and the above named file number. To facilitate your review, we have included your references, comments and questions.

Form 10-K for the Fiscal Year Ended December 31, 2015

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 15

Provision for Loan Losses, page 22

1.

We note that per page 31, non-performing loans includes troubled debt restructurings (TDRs), including accruing TDRs. On page 22 you state that the decrease in non-performing loans during 2015 was due to a decrease in loans classified as TDRs. On page 22, you state that TDRs, which are currently accruing interest, decreased from $6.4 million at December 31, 2014 to $1.1 million at December 31, 2015, reflecting the migration of one lending relationship to performing status. Lastly, we note your disclosure on page 49, that if a loan is restructured at a market rate for a new loan with comparable risk, no principal forgiveness has been granted, and the loan is not impaired based on the terms specified by the restructuring agreement, it shall be removed from restructured status generally after six months of performance. Please respond to the following:

Ms. Stephanie L. Sullivan

Senior Assistant Chief Accountant

Office of Financial Services

Division of Corporation Finance

United States Securities and Exchange Commission

Washington, DC 20549

Page 2

●

Quantify all loans that have been removed from TDR designation for the years ended December 31, 2015, 2014, 2013 and the nine months ended September 30, 2016.

For the years ended December 31, 2015, 2014 and 2013, as well as for the nine months ended September 30, 2016, we provided a list of the individual loans removed from TDR designation in Attachment I. There were a total of three loans for $3.4 million removed from TDR designation in 2013, no loans were removed in 2014, two loans for $5.2 million were removed in 2015, and no loans were removed in the nine months ended September 30, 2016.

●

Describe the factors leading to the removal of the TDR designation for these loans during the applicable periods.

Of the five loans removed from TDR status from January 1, 2013 through September 30, 2016, two were fully charged off, one was fully paid off, and one was returned to performing status because the restructured loan was made at market rate, there has been no principal forgiveness, and the loan had paid per restructured terms for at least six months and over a calendar year end and, in accordance with our accounting policy, was removed from TDR designation (Loan D in Attachment I). The fifth loan, for $0.4 million, was removed from the TDR accruing category through a downgrade to non-accrual (Loan E in Attachment I). It was still included in our non-performing loan totals, accounted for as an impaired loan and included in our impaired loan totals, although we no longer disclosed it as a TDR. This loan was subsequently fully charged off in 2016.

●

Tell us how much of the decrease in non-performing loans during 2015 was due to removal of the TDR designation, versus pay-off or charge-off of the TDR loan.

As noted above, two loans were removed from TDR status in 2015. One loan for $4.8 million (Loan D) was removed from TDR designation and considered a performing loan as it met all criteria in our accounting policy for removal from TDR designation. The other loan for $0.4 million (Loan E) was removed from the TDR accruing category through a downgrade to non-accrual. From December 31, 2014 to December 31, 2015, TDRs declined $5.3 million. The above explanation accounts for $5.2 of the decline. The remaining $0.1 million of the decline was due to loan payments received during 2015 on TDR loans. During the year ended December 31, 2015, none of the decrease was attributable to a pay-off or a charge-off of a TDR loan.

Ms. Stephanie L. Sullivan

Senior Assistant Chief Accountant

Office of Financial Services

Division of Corporation Finance

United States Securities and Exchange Commission

Washington, DC 20549

Page 3

●

Explain in further detail why the return of TDRs that were accruing interest to performing status reduces the level of non-performing loans in your portfolio.

TDRs in accruing status are included in non-performing loans in our MD&A disclosures and impaired loans in the footnotes to the financial statements. When loans are removed from TDR designation per our accounting policy described above, and returned to performing status, they are no longer included in the non-performing or impaired loan totals, reducing the level of non-performing loans in our portfolio. As previously noted, there was only one such TDR loan from January 1, 2013 through September 30, 2016 that was removed from TDR designation and returned to performing status.

●

Clarify if all of your TDRs are accruing interest for all periods presented. In this regard, we note that the disclosed amount of TDRs accruing interest as of December 31, 2015 and 2014 agrees to the total amount of TDRs included in non-performing loans for those periods.

Referring to the table on the bottom of page 31 of our 10-K, all loans included in the “Troubled debt restructuring” line are on accrual status for all periods presented. In this table, if a TDR loan moves to non-accrual status, it is then reported within the “Non-accrual loans” line rather than in the “Troubled debt restructuring” line. In future filings, we will provide a footnote to the “Non-accrual loans” line of the table indicating the amount, if any, of non-accrual TDR loans that were previously accruing TDRs. As of December 31, 2015 that amount was $0.4 million (Loan E). As of December 31, 2014 and 2013 the amount was $0. As of December 31, 2012 and 2011 the amounts were $2.5 million and $1.7 million, respectively.

Non-Interest Income and Non-Interest Expenses, page 23

2.

We note that most recurring fees, which generally comprise over 95% of your investment management and trust (“IM&T”) revenue, and nearly 14% of your total revenue, are earned for managing accounts based on a percentage of market value on a monthly basis. Please address the following:

●

Disclose, if true, in future filings that these recurring fees are based upon the value of your assets under management (AUM).

Yes, these recurring fees are based upon market value of assets under management. We will disclose the following in future filings: “Recurring fees are based upon market value of assets under management.”

●

Tell us if you have the right under any of your contracts to earn performance fees on your AUM. If so, revise future filings to disaggregate these fees from your investment management fees and disclose your policy for recognizing revenue from performance fees.

Ms. Stephanie L. Sullivan

Senior Assistant Chief Accountant

Office of Financial Services

Division of Corporation Finance

United States Securities and Exchange Commission

Washington, DC 20549

Page 4

We do not have the right under any of our contracts to earn performance fees on AUM. We will disclose the following in future filings: “We do not have the right under any of our contracts to earn performance fees on AUM.”

●

Provide a roll-forward of your AUM by investment strategy (i.e. equities, fixed income, cash and other assets) that separately presents gross client inflows, gross client outflows, market appreciation/(depreciation), and foreign currency translation adjustments (if applicable).

In a telephone conversation with Yolanda Trotter of the Commission Staff, we explained that our investment management and trust area is not a mutual fund company or registered investment advisor (RIA) and, as such, we do not track AUM by investment strategy like a mutual fund company or RIA. However, we have provided below similar information showing:

•

AUM by account type and whether managed/ non-managed as of December 31, 2015 and 2014,

•

Managed assets by class of investment as of December 31, 2015 and 2014, and

•

Fiduciary and related services income by account type for the years ended December 31, 2015 and 2014.

Below is a draft of what we will include in future filings.

The Assets under Management by Account Type table below demonstrates that:

•

More than 80% of our AUM are actively managed,

•

Non-managed employee benefit plan accounts consist primarily of participant-directed assets,

•

The amount of custody and safekeeping accounts is insignificant, and

•

The majority of our managed assets are in personal trusts, agency accounts and investment management accounts.

Ms. Stephanie L. Sullivan

Senior Assistant Chief Accountant

Office of Financial Services

Division of Corporation Finance

United States Securities and Exchange Commission

Washington, DC 20549

Page 5

Assets Under Management by Account Type

As of December 31, 2015

As of December 31, 2014

(in thousands)

Assets

Assets

Managed

Non-managed

Managed

Non-managed

Personal trusts and agency accounts

555,649

2,093

605,999

16,035

Employee benefit and retirement related accounts

Defined contribution

36,837

304,112

36,985

306,361

Defined benefit

14,053

0

15,625

0

IRAs

290,251

9,349

285,629

18,303

Corporate trust and agency accounts

0

0

0

0

Investment management and investment advisor agency accounts

770,194

0

736,758

0

Foundation and endowment trust and agency accounts

216,174

4,320

206,224

4,340

Total fiduciary accounts

1,883,158

319,874

1,887,220

345,039

Custody and safekeeping accounts

0

34,637

0

39,096

Totals

1,883,158

354,511

1,887,220

384,135

Total managed and non-managed

2,237,669

2,271,355

The Managed Assets by Class of Investment table below demonstrates that:

•

Managed assets are invested in instruments for which market values can be readily determined,

•

The majority of these instruments are sensitive to market fluctuations,

•

The composition of our managed assets is divided approximately 60% in equities and 40% in fixed income, and the composition is relatively consistent from year to year, and

•

No Stock Yards Bank propriety mutual funds exist, and therefore no such investment options are available to our clients.

Ms. Stephanie L. Sullivan

Senior Assistant Chief Accountant

Office of Financial Services

Division of Corporation Finance

United States Securities and Exchange Commission

Washington, DC 20549

Page 6

Managed Assets by Class of Investment

(in thousands)

As of

12.31.2015

12.31.2014

Non-interest bearing deposits

357

1,186

Interest bearing deposits

118,692

102,246

US Treasury and Government agency obligations

56,457

77,650

State, county and municipal obligations

133,887

143,077

Money market mutual funds

41,921

38,805

Equity mutual funds

416,646

418,351

Other mutual funds - fixed, balanced and municipal

280,903

270,511

Other notes and bonds

77,584

65,608

Common and preferred stocks

654,208

665,751

Real estate mortgages

437

516

Real estate

45,297

45,118

Other miscellaneous assets (1)

56,769

58,401

Total

1,883,158

1,887,220

(1) Includes rights, warrants, annuities, insurance policies, UITs and oil and gas rights.

●

Disclose the fee arrangement (e.g. 1% of AUM) earned for managing accounts separately by type of investment strategy.

The table below demonstrates that our fee revenue is earned most significantly from personal trusts, agency and investment management accounts. As noted above, fees earned are not performance based nor are they based on investment strategy or transactions. Rather, fees are based on AUM and tailored for individual accounts and/or relationships. We use a fee structure that considers and tailors based on type of account, size of the account, investment strategy, expected effort required to service the account, and other factors. For example, fee structures are in place for investment management accounts, irrevocable trusts, revocable trusts, IRA accounts, and accounts holding only fixed income securities. There are is also a fee structure for estate settlements which are non-recurring, and retirement plan services which typically consist of a one-time conversion fee with recurring AUM fees to follow. All fees are based on the market value of each account and are tiered based on account size, with larger relationships paying a lower percentage in fees. Fees are agreed upon at the time the account is opened, and these and any subsequent revisions are communicated in writing to the customer.

Ms. Stephanie L. Sullivan

Senior Assistant Chief Accountant

Office of Financial Services

Division of Corporation Finance

United States Securities and Exchange Commission

Washington, DC 20549

Page 7

Fiduciary and Related Services Income

For the year ended

(in thousands)

12.31.2015

12.31.2014

Personal trusts and agency accounts

6,825

7,499

Employee benefit and retirement related trust accounts

Defined contribution

1,367

1,284

Defined benefit

125

119

IRAs

2,847

2,579

Corporate trust and agency accounts

3

3

Investment management and investment advisor agency accounts

6,087

5,639

Foundation and endowment trust and agency accounts

433

535

Custody and safekeeping accounts

90

87

Brokerage and insurance

132

202

Other

117

265

Total

18,026

18,212

Allowance for Loan Losses, page 32

3.

We note during the second quarter of 2015, you extended the historical period used to capture Bancorp’s historical loss ratios from 12 quarters to 24 quarters. Please address the following:

●

Tell us, and discuss in future filings, the specific portfolio segments and classes of loans which were impacted by this change.

This change applied/applies to all classes and segments of our loan portfolio. Loans deemed to be impaired are evaluated individually for impairment and receive an allowance using specific allocations. All loans not deemed to be impaired are evaluated collectively and receive an allowance which incorporates historical loss ratios derived over the past 24 quarters.

Ms. Stephanie L. Sullivan

Senior Assistant Chief Accountant

Office of Financial Services

Division of Corporation Finance

United States Securities and Exchange Commission

Washington, DC 20549

Page 8

In future filings, we will add the following sentence where we discuss the extension of the historical period from 12 to 24 quarters: “This extension of the historical period used to capture Bancorp’s historical loss ratios was applied to all classes and segments of our loan portfolio.”

We will update this wording as appropriate as we evaluate the historical period used as a part of our normal, ongoing evaluation process.

●

Tell us how you adjusted the qualitative factors discussed on page 49 as a result of your change in the historical look-back period.

The expansion of the look-back period for the quantitative historical loss rate caused us to review the overall methodology for the qualitative factors to ensure we were appropriately capturing the risk not addressed in the quantitative historical loss rate. We had previously maintained additional qualitative allowance to address credit risk not captured by the 12 quarter look-back period; however when we extended the look-back period to 24 quarters the incremental risk not captured in the quantitative historical loss rate decreased. This decrease was a result of the expansion of the underlying data analyzed for a 24 quarter look-back period as compared to a 12 quarter look-back period whic

December 13, 2016
Mail Stop 4720

Via E -mail
Ms. Nancy B. Davis
Chief Financial Officer
Stock Yards Bancorp, Inc.
1040 East Main Street
Louisville, Kentucky 40206

Re: Stock Yards  Bancorp, Inc .
 Form 10-K for the Fiscal Year Ended December 31, 2015
 Filed March 4, 2016
   File No. 001-13661

Dear Ms. Davis :

We have review ed your filing  and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments appl y to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year E nded December 31, 2015

Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 15

Provision for Loan Losses, page 22

1. We note that per page 31, non -performing loans includes troubled debt restructurings
(TDRs), including accruing TDRs.  On page 22 you state that the decrease in non -
performing loans during 2015 was due to a decrease in loans classified as TDRs.  On
page 22, you state that TDRs, which are currently accruing interest, decreased from $6.4
million at December 31, 2014 to $1.1 mil lion at December 31, 2015, reflecting the
migration of one lending relationship to performing status.  Lastly, we note your
disclosure on page 49, that if a loan is restructured at a market rate for a new loan with
comparable risk, no principal forgiveness  has been granted, and the loan is not impaired
based on the terms specified by the restructuring agreement, it shall be removed from

Nancy B. Davis
Stock Yards Bancorp, Inc.
December 13, 2016
Page 2

 restructured status generally after six months of performance.  Please respond to the
following:
 Quantify all loans that h ave been removed from TDR designation for the years ended
December 31, 2015, 2014, 2013 and the nine months ended September 30, 2016.
 Describe the factors leading to the removal of the TDR designation for these loans
during the applicable periods.
 Tell us how much of the decrease in non -performing loans during 2015 was due to
removal of the TDR designation, versus pay -off or charge -off of the TDR loan.
 Explain in further detail why the return of TDRs that were accruing interest to
performing status reduces the level of non -performing loans in your portfolio.
 Clarify if all of your TDRs are accruing interest for all periods presented.  In this
regard, we note that the disclosed amount of TDRs accruing interest as of December
31, 2015 and 2014 agrees to the to tal amount of TDRs included in non -performing
loans for those periods.

Non-Interest Income and Non -Interest Expenses, page 23

2. We note that most recurring fees, which generally comprise over 95% of your investment
management and trust (“IM&T”) revenue, an d nearly 14% of your total revenue, are
earned for managing accounts based on a percentage of market value on a monthly basis.
Please address the following:
 Disclose, if true, in future filings that these recurring fees are based upon the value of
your as sets under management (AUM).
 Tell us if you have the right under any of your contracts to earn performance fees on
your AUM. If so, revise future filings to disaggregate these fees from your investment
management fees and disclose your policy for recogni zing revenue from performance
fees.
 Provide a roll -forward of your AUM by investment strategy (i.e. equities, fixed
income, cash and other assets) that separately presents gross client inflows, gross
client outflows, market appreciation/(depreciation), and  foreign currency translation
adjustments (if applicable).
 Disclose the fee arrangement (e.g. 1% of AUM) earned for managing accounts
separately by type of investment strategy.

Allowance for Loan Losses, page 32

3. We note during the second quarter of 2015,  you extended the historical period used to
capture Bancorp’s historical loss ratios from 12 quarters to 24 quarters.   Please address
the following:

Nancy B. Davis
Stock Yards Bancorp, Inc.
December 13, 2016
Page 3

  Tells us, and discuss in future filings, the specific portfolio segments and classes of
loans which were impacted by this change.
 Tell us how you adjusted the qualitative factors discussed on page 49 as a result of
your change in the historical look -back  period.
 Quantify the impact of this change in methodology for the periods presented.  In this
regard, it appears you did not record any provision for loan losses (or reversals of the
provision for loan losses) for the first three quarters of 2015.  In li ght of the stated
purpose for the change in methodology, please tell us in more detail why there did not
appear to be a bigger impact on your allowance for loan losses.

Income Taxes, page 51

4. We note your disclosure that in 2014, the amortization method f or investments in new
markets and historic tax credit partnerships was changed from the effective yield method
to the cost method, which matches the amortization period with the time frame over
which the credits are realized and amortization expense is rec orded as other non -interest
expense.  Please respond to the following:
 Tell us the basis for your change in accounting principle  for the investments in new
markets and historic tax credit partnerships .
 Tell us whether you reflected this change in accountin g principle retrospectively as
required by ASC 250 -10-45-5.  If not, please provide your analysis as to why it was
impracticable to do so.
 Tell us whether you obtained a preferability letter from your Independent Registered
Public Accounting Firm.  If so, please tell us why this was not filed as required by
Item 601 of Regulation S -K.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Yolanda Trotter, Staff Accountant , at (202) 551 -3472  or me at (202)
551-3512  with any questions.

Sincerely,

 /s/ Stephanie L. Sullivan

Stephanie L. Sullivan
Senior Assistant Chief Accountant
Office of Financial Services

Mail Stop 4720         June 17, 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   File No. 001-13661

Dear Ms. Davis:

We have completed our review of your Form 10-K and have no further comments at this
time.

Sincerely,

Kathryn McHale Staff Attorney

CORRESP
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S. Y. Bancorp, Inc. - Response to Comment Letter 6-17-2009

S. Y. BANCORP,
INC.

1040 East Main
Street

Louisville,
Kentucky  40206

June 17, 2009

Ms. Kathryn McHale

Mail Stop 4561

Division of Corporation Finance

United States Securities and Exchange Commission

Washington, D.C. 20549

Re:       S.Y. Bancorp, Inc.

            Form 10-K for the year ended December 31, 2008

            Form 8-K furnished April 22, 2009

            Form 10-Q for the quarter ended March 31, 2009

            File No. 001-13661

Dear Ms. McHale:

We are responding to your letter dated June 16, 2009
regarding your review of our response to your comment letter. Our reply follows.
In accordance with your request, our response keys to your comments.

Form  10-K for the year ended December 31, 2008

Item 11. Executive Compensation, page 79

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

We note your response to comment
1 in our letter dated June 10, 2009. We are unable to agree with your
determination that the entire range of performance targets for the CEO and
non-line of business EVPs was irrelevant. Please confirm that the company will
disclose the entire range of any similar performance targets in future filings.

Response:

We confirm that the Company will
disclose the entire range of any performance targets for the CEO and non-line of
business EVPs in future filings regardless of whether Company meets criteria
which would make these individuals eligible for a bonus.

Should you have additional comments after reviewing our
response, please let us know and we will address those promptly.

Very truly yours,

S.Y. Bancorp, Inc.

Nancy B. Davis

Executive Vice President and Chief Financial Officer

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

       DIVISION OF
CORPORATION FINANCE
Mail Stop 4720
June 16, 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
 File No. 001-13661

Dear Ms. Davis:
 We have reviewed your response filed with the Commission on June 15, 2009 and
have the following comment.  Where i ndicated, we think you should revise your
documents in response to this comment.  If you disagree, we will consider your explanation as to why our comment is inappl icable or a revision is unnecessary.  Please
be as detailed as necessary in your explan ation.  In our comment, we may ask you to
provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.
  We welcome any questions you may have about our comment or  any other aspect
of our review.  Feel free to call us at the te lephone numbers listed at the end of this letter.
 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. We note your response to comment 1 in our  letter dated June 10, 2009.  We are
unable to agree with your de termination that the enti re range of performance
targets for the CEO and non-line of business EVPs was irrelevant.  Please confirm
that the company will disclose the entire range of any similar performance targets
in future filings.

Nancy B. Davis
S.Y. Bancorp, Inc. June 16, 2009 Page 2

Closing Comments

 Please respond to this comment within 10 business days or tell us when you will
provide us with a response.  Please furnish a cover letter that keys your response to our
comment and provides any requested information.  Detailed cover lette rs greatly facilitate
our review.  Please understand that we may have additional commen ts after reviewing
your response to our comment.

 Please contact Justin Dobbie at (202)  551-3469 or me at (202) 551-3464 with any
questions.
Sincerely,

Kathryn McHale Staff Attorney

CORRESP
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S. Y. Bancorp, Inc. - Response to June 10, 2009 Comment Letter

S. Y. BANCORP,
INC.

1040 East Main
Street

Louisville,
Kentucky  40206

June 15, 2009

Ms. Kathryn McHale

Mail Stop 4561

Division of Corporation Finance

United States Securities and Exchange Commission

Washington, D.C. 20549

Re:       S.Y. Bancorp, Inc.

            Form 10-K for the year ended December 31, 2008

            Form 8-K furnished April 22, 2009

            Form 10-Q for the quarter ended March 31, 2009

            File No. 001-13661

Dear Ms. McHale:

We are responding to your letter dated June 10, 2009
regarding your review of our response to your comment letter. Our reply follows.
In accordance with your request, our response keys to your comments.

Form 10-K for the year ended December 31, 2008

Item 11. Executive Compensation, page 79

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

We note your response to comment
1 in our letter dated May 26, 2009. We also note that you disclose the threshold
performance targets for the annual cash incentive awards for three of your named
executive officers, and in prior years you disclosed the entire range of
performance targets for these three officers. Please tell us why your
competitive harm argument is applicable to Messrs. Hillebrand and Poindexter and
not the other named executive officers.  Please also tell us the basis for your
decision to report only the threshold targets for the other three named
executive officers, rather than the entire range of performance targets as
disclosed in prior years.

Response:

As disclosed in the 2009 proxy
statement (page 13) the performance target for the CEO and non-line of business
EVPs for 2008 was based on the Company achieving EPS growth over 2007 of at
least 3%. For 2008 as compared to 2007 the Company did not have an increase in
EPS. Accordingly, the CEO did not receive a cash bonus and Ms. Davis did not
receive a formula bonus. Also as disclosed for Ms. Thompson to have received a
bonus for 2008 her departmental income must have increased at least 10%. It did
not. Accordingly, she received no bonus. With these named executive officers not
eligible for any 2008 bonus, we concluded the entire range of performance
targets for these officers as had been provided in prior years was irrelevant to
the discussion of annual cash incentives in this year's proxy statement.

For the three named executive
officers discussed above, performance targets relate to Company or departmental
profitability and therefore involve publicly disclosed or non sensitive
information. To disclose line of business performance targets for Messrs.
Hillebrand and Poindexter would cause competitive harm as this information is
typically not publicly disclosed. To disclose the extent to which their lines of
business must produce loan and deposit growth, fee income, customer retention
and satisfaction and acquisition of new business would provide competitors with
access to information which would allow them to develop more attractive
compensation packages for our key line of business executives. Competitors could
derive a better understanding of the compensation structure of these lines of
business and the likelihood that the Company will be able to pay annual bonuses
to these executive officers. Such knowledge would enable the Company's
competitors to attract the Company's key line of business personnel away from
the Company. The Company's competitors could also use the knowledge to structure
their compensation and bonus programs in such a way as to more effectively
compete against the Company for talent in the workforce going forward. As noted
in the proxy statement, the performance targets are aggressive and considered
relatively difficult to achieve.  This increases the risk of potential harm from
a competitor who might offer a more lucrative incentive arrangement with more
easily attainable goals.

Should you have additional comments after reviewing our
response, please let us know and we will address those promptly.

Very truly yours,

S.Y. Bancorp, Inc.

Nancy B. Davis

Executive Vice President and Chief Financial Officer

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

       DIVISION OF
CORPORATION FINANCE
Mail Stop 4561
June 10, 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
 File No. 001-13661

Dear Ms. Davis:

We have reviewed your response filed with the Commission on June 5, 2009 and
have the following comment.  Where i ndicated, we think you should revise your
documents in response to this comment.  If you disagree, we will consider your explanation as to why our comment is inappl icable or a revision is unnecessary.  Please
be as detailed as necessary in your explan ation.  In our comment, we may ask you to
provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.
  We welcome any questions you may have about our comment or  any other aspect
of our review.  Feel free to call us at the te lephone numbers listed at the end of this letter.

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. We note your response to comment 1 in our  letter dated May 26, 2009.  We also
note that you disclose the threshold performance targets for the annual cash
incentive awards for three of your name d executive officers, and in prior years
you disclosed the entire range of performa nce targets for these three officers.
Please tell us why your competitive harm argument is applicable to Messrs.
Hillebrand and Poindexter and not the other named executive officers.  Please

Nancy B. Davis
S.Y. Bancorp, Inc. June 10, 2009 Page 2

also tell us the basis for your decision to  report only the thre shold targets for the
other three named executive officers, rather  than the entire range of performance
targets as disclosed in prior years.

Closing Comments

 Please respond to this comment within 10 business days or tell us when you will
provide us with a response.  Please furnish a cover letter that keys your response to our
comment and provides any requested information.  Detailed cover lette rs greatly facilitate
our review.  Please understand that we may have additional commen ts after reviewing
your response to our comment.

 Please contact Justin Dobbie at (202)  551-3469 or me at (202) 551-3464 with any
questions.

Sincerely,

Kathryn McHale Staff Attorney

CORRESP
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S.Y. Bancorp, Inc. - Response Letter 6-5-2009

S. Y. BANCORP,
INC.

1040 East Main
Street

Louisville,
Kentucky  40206

June 5, 2009

Ms. Kathryn McHale

Mail Stop 4561

Division of Corporation Finance

United States Securities and Exchange Commission

Washington, D.C. 20549

Re:       S.Y. Bancorp, Inc.

            Form 10-K for the year ended December 31, 2008

            Form 8-K furnished April 22, 2009

            Form 10-Q for the quarter ended March 31, 2009

            File No. 001-13661

Dear Ms. McHale:

We are responding to your letter dated May 26, 2009
regarding your review of the documents listed above. In accordance with your
request, our response keys to your comments.

Form  10-K for the year ended December 31, 2008

Item 11. Executive Compensation, page 79

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

1.   Please
tell us why you have not disclosed 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 the matrix used to compute annual cash incentive compensation for
certain of your named executive officers. To the extent you  believe that
disclosure of the historical performance targets is not required because it
would result in competitive harm 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 explain the nexus between disclosure of
the performance objectives and the competitive 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.

Response:

We have chosen not to disclose
performance targets utilized in determining annual cash incentives for named
executive officers for 2008. We believe to do so would cause competitive harm to
the Company and shareholders by providing competitors with access to information
which would allow them to develop more attractive compensation packages for our
key executives. Competitors could derive a better understanding of the
compensation structure of the Company and the likelihood that the Company will
be able to pay annual incentive awards to its executive officers. Such knowledge
would enable the Company's competitors to attract the Company's key personnel
away from the Company. The Company's competitors could also use the knowledge to
structure their compensation and bonus programs in such a way as to more
effectively compete against the Company for talent in the workforce going
forward. As noted in the proxy statement, the performance targets are aggressive
and considered relatively difficult to achieve.  This increases the risk of
potential harm from a competitor who might offer a more lucrative incentive
arrangement with more easily attainable goals.

Certain of the Company's
competitors are private companies, and their incentive compensation structures
are not made publicly available. Thus, their possession of the Company's
specific numerical goals tied to compensation could result in an unfair
advantage to the Company's competitors and disadvantage the Company's efforts to
effectively provide incentive and retain its key talent.

The market for executive personnel in the banking industry,
particularly within the geographic market in which the Company primarily
operates, is highly competitive.  The Company's senior executives are critical
to its success as noted in the risk factor discussion in the 2008 Form 10-K. Our
ability to retain executive officers and the current management teams of each of
our lines of business will continue to be important to successful implementation
of our strategies.  The unexpected loss of services of any key management
personnel, or the inability to recruit and retain qualified personnel in the
future, could have an adverse effect on our business and financial results.
Additionally, as noted in the proxy statement, base salaries are set at a range
between the 50th and 75th percentiles relative to peers. Thus the relative
importance of cash incentives to the executives' total annual compensation
opportunity is significant.

In conclusion, the competitive
harm to the Company and its shareholders from disclosure of performance targets
utilized in determining annual cash incentives for named executive officers
could be significant.

Item 13. Certain Relationships and Related Transaction,
and Director Independence, page 80

Transactions with Management and Others, page 27 of
Definitive Proxy Statements on Schedule 14A.

2.   We note
the disclosure on page 27 that loans 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

Response:

We confirm and will revise future
filings to disclose that loans made to directors and officers of the Company and
bank 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.

Exhibits 31.1 and 31.2

3.   We note
that Exhibits 31.1 and 31.2 to the Form 10-K contain modifications of the exact
form of certification as set forth in Item 601(b)(31) of Regulation S-K. In
particular, you have included the titles of the certifying officers, added the
word "annual" throughout the certification, added the word "we" in paragraph 4
and deleted the parenthetical in paragraph 4(d). We noted similar modification
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 Regulation S-K, except as
otherwise indicated in Commission statements or staff interpretations.

Response:

In future filings we will ensure
that the certifications are in the exact form as set forth in Item 601(b)(31) of
Regulation S-K, except as otherwise indicated in 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-K for the quarter ended March 31, 2009. This ratio appears to be a non-GAAP
measure as defined by Regulation G and Item 10(e) of Regulation S-K as it is not
required by GAAP, Commission Rules, or banking regulatory requirements. To the
extent you plan to present this non-GAAP measure 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 requirements 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 filings Future Item 2.02 Form
8-Ks, you should provide all of the disclosures required by Item 10(e)(1)(i) of
Regulation S-K as required by Instruction 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
measures 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.

Response:

To the extent we present
"tangible common equity" or any other item deemed to be a non-GAAP measure in:

--    Future filings
with the Commission, we shall comply with all of the requirements 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.

--    Future Item
2.02 Form 8-Ks, we shall provided all of the disclosures required by Item
10(e)(1)(i) of Regulation S-K as required by Instruction 2 to Item 2.02 of Form
8-K.

--    Future
disclosures or releases we shall 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.

In connection with responding to your comments, we
acknowledge:

--    that the
Company is responsible for the adequacy and accuracy of the disclosures in our
filings,

--    that staff
comments or changes to disclosures in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings and

--    the Company
may not assert staff comments as a defense in any proceedings initiated by the
Commission or any person under ht federal securities laws of the United States.

We hope we have sufficiently addressed your comments;
however, should you have additional comments after reviewing our responses,
please let us know and we will address those promptly.

Very truly yours,

S.Y. Bancorp, Inc.

/s/ Nancy B. Davis

Nancy B. Davis

Executive Vice President and Chief Financial Officer

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