FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934.

For the quarterly period ended September 30, 1999
                               ------------------
OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from                   to
                               -----------------    --------------------
Commission file number            17262
                       ----------------------------
                       S. Y. BANCORP, INC.
------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

          Kentucky                                      61-1137529
-------------------------------              ----------------------------
(State or other jurisdiction                        (I.R.S. Employer
    or organization)                             Identification No.)

              1040 East Main Street, Louisville, Kentucky, 40206
-------------------------------------------------------------------------
             (Address of principal executive offices) (Zip Code)

                               502.582.2571
-------------------------------------------------------------------------
            (Registrant's telephone number, including area code)

                               Not Applicable
-------------------------------------------------------------------------
            (Former name, former address and former fiscal year,
                       if changed since last report)

     Indicate by check mark whether the registrant (1) has filed all
     reports to be filed by Section 13 or 15(d) of the Securities Exchange
     Act of 1934 during the preceding 12 months (or for such shorter period
     that the registrant was required to file such reports), and (2) has
     been subject to such filing requirements for the past 90 days.
     Yes  X     N
         ---       ---
     Indicate the number of shares outstanding of each of the issuer's
     classes of common stock, as of the latest practicable date.
                  Common Stock, no par value - 6,669,059
               shares issued and outstanding at November 3, 1999


<PAGE>


                       PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

     The following consolidated financial statements of S.Y. Bancorp, Inc.
and Subsidiary, Stock Yards Bank & Trust Company, are submitted herewith:

      -- Unaudited Consolidated Balance Sheets
         September 30, 1999 and December 31, 1998

      -- Unaudited Consolidated Statements of Income
         for the three months ended September 30, 1999 and 1998

      -- Unaudited Consolidated Statements of Income
         for the nine months ended September 30, 1999 and 1998

      -- Unaudited Consolidated Statements of Cash Flows
         for the nine months ended September 30, 1999 and 1998

      -- Unaudited Consolidated Statement of Changes in Stockholders'
         Equity for the nine months ended September 30, 1999

      -- Unaudited Consolidated Statement of Comprehensive Income
         for the nine months ended September 30, 1999

      -- Notes to Unaudited Consolidated Financial Statements






<PAGE>




















                       S.Y. BANCORP, INC. AND SUBSIDIARY
                     Unaudited Consolidated Balance Sheets
                    September 30, 1999 and December 31, 1998

                                       September 30, 1999  December 31, 1998
                                       ------------------  -----------------
(In thousands, except share data)

     Assets
Cash and due from banks                          $ 24,984        $ 21,661
Federal funds sold                                      -           7,000
Mortgage loans held for sale                        4,184           9,791
Securities available for sale (amortized
  cost $55,509 in 1999 and $71,367 in 1998)        54,371          72,071
Securities held to maturity (approximate market
  value $22,924 in 1999 and $28,404 in 1998)       22,897          27,746
Loans                                             517,087         448,286
Allowance for loan losses                           7,274           6,666
                                                  -------         -------
     Net loans                                    509,813         441,620
Premises and equipment                             16,491          15,619
Accrued interest receivable and other assets       14,698          14,280
                                                  -------         -------
Total assets                                     $647,438        $609,788
                                                  =======         =======
     Liabilities and Stockholders' Equity
Deposits
  Non-interest bearing                           $ 92,826        $ 85,133
  Interest bearing                                462,441         432,479
                                                  -------         -------
    Total deposits                                555,267         517,612
Securities sold under agreements
  to repurchase and federal funds purchased        29,173          38,529
Short-term borrowings                               2,866             859
Accrued interest payable and
  other liabilities                                 8,484           6,745
Long-term debt                                      2,100           2,100
                                                  -------         -------
Total liabilities                                 597,890         565,845
                                                  -------         -------
Stockholders' equity
  Common stock, no par value; 10,000,000
    shares authorized; 6,669,059 and
    6,580,164 shares issued and outstanding
    in 1999 and 1998, respectively                  5,700           5,535
  Surplus                                          15,040          14,075
  Retained earnings                                29,551          23,868
  Accumulated other comprehensive income (loss)  (    743)            465
                                                  -------         -------
Total stockholders' equity                         49,548          43,943
                                                  -------         -------
Total liabilities and stockholders' equity       $647,438        $609,788
                                                  =======         =======
See accompanying notes to unaudited consolidated financial statements.
<PAGE>


                        S.Y. BANCORP, INC. AND SUBSIDIARY
                  Unaudited Consolidated Statements of Income
              For the three months ended September 30, 1999 and 1998

                                                         1999         1998
                                                         ----         ----
(In thousands, except share and per share data)
Interest income
   Loans                                              $11,017       $9,629
   Federal funds sold                                     148          273
   Mortgage loans held for sale                           109          157
   U.S. Treasury and Federal agencies                     892          775
   Obligations of states and political
     subdivisions                                         211          169
                                                       ------       ------
         Total interest income                         12,377       11,003
                                                       ------       ------

Interest expense
   Deposits                                             4,817        4,830
   Securities sold under agreements
     to repurchase and federal funds purchased            363          226
   Short-term borrowings                                   20           27
   Long-term debt                                          36           39
                                                       ------       ------
         Total interest expense                         5,236        5,122
                                                       ------       ------
         Net interest income                            7,141        5,881
Provision for loan losses                                 300          375
                                                       ------       ------
         Net interest income after
           provision for loan losses                    6,841        5,506
                                                       ------       ------

Non-interest income
   Investment management and trust services             1,309        1,148
   Service charges on deposit accounts                    896          788
   Gains on sales of mortgage loans held for sale         377          556
   Gains on sales of securities available for sale          -          157
   Other                                                  644          483
                                                       ------       ------
         Total non-interest income                      3,226        3,132
                                                       ------        -----

Non-interest expenses
   Salaries and employee benefits                       3,511        2,973
   Net occupancy expense                                  449          386
   Furniture and equipment expense                        598          579
   Other                                                1,669        1,471
                                                       ------       ------
         Total non-interest expenses                    6,227        5,409
                                                       ------       ------
         Income before income taxes                     3,840        3,229
Income tax expense                                      1,246        1,048
                                                       ------       ------
         Net income                                   $ 2,594      $ 2,181
                                                       ======       ======
Net income per share
   Basic                                              $   .39      $   .33
                                                       ======       ======
   Diluted                                            $   .38      $   .32
                                                       ======       ======
Average common shares
   Basic                                            6,668,368    6,593,144
                                                    =========    =========
   Diluted                                          6,874,624    6,850,728
                                                    =========    =========
See accompanying notes to unaudited consolidated financial statements.

<PAGE>

                    S.Y. BANCORP, INC. AND SUBSIDIARY
               Unaudited Consolidated Statements of Income
           For the nine months ended September 30, 1999 and 1998

                                                            1999      1998
                                                            ----      ----
     (In thousands, except share and per share data)
     Interest income
        Loans                                            $31,224   $27,800
        Federal funds sold                                   619       540
        Mortgage loans held for sale                         313       391
        U.S. Treasury and Federal agencies                 2,775     2,376
        Obligations of states and political
          subdivisions                                       601       405
                                                          ------    ------
              Total interest income                       35,532    31,512
                                                          ------    ------
     Interest expense
        Deposits                                          14,025    13,789
        Securities sold under agreements
          to repurchase and federal funds purchased        1,202       510
        Short-term borrowings                                 56        83
        Long-term debt                                       107       117
                                                          ------    ------
              Total interest expense                      15,390    14,499
                                                          ------    ------
              Net interest income                         20,142    17,013
     Provision for loan losses                             1,160     1,025
                                                          ------    ------
              Net interest income after
                provision for loan losses                 18,982    15,988
                                                          ------    ------
     Non-interest income
        Investment management and trust services           3,927     3,446
        Service charges on deposit accounts                2,563     2,078
        Gains on sales of mortgage loans held for sale     1,248     1,441
        Gains on sales of securities available for sale      100       341
        Other                                              1,654     1,095
                                                          ------    ------
              Total non-interest income                    9,492     8,401
                                                          ------    ------
     Non-interest expenses
        Salaries and employee benefits                    10,088     8,506
        Net occupancy expense                              1,258     1,037
        Furniture and equipment expense                    1,685     1,474
        Other                                              4,668     4,314
                                                          ------    ------
               Total non-interest expenses                17,699    15,331
                                                          ------    ------
              Income before income taxes                  10,775     9,058
     Income tax expense                                    3,494     2,918
                                                          ------    ------
              Net income                                 $ 7,281   $ 6,140
                                                          ======    ======
     Net income per share
        Basic                                            $  1.09   $   .94
                                                          ======    ======
        Diluted                                          $  1.06   $   .90
                                                          ======    ======
     Average common shares
        Basic                                          6,649,903 6,586,120
                                                       ========= =========
        Diluted                                        6,869,025 6,830,930
                                                       ========= =========
     See accompanying notes to unaudited consolidated financial statements.

<PAGE>


                  S.Y. BANCORP, INC. AND SUBSIDIARY
           Unaudited Consolidated Statements of Cash Flows
           For the nine months ended September 30, 1999 and 1998

<TABLE>
<S>
                                                                   1999       1998
                                                                   ----       ----
     (In thousands)
     Operating activities                                      <C>        <C>
     Net Income                                                $  7,281   $  6,140
     Adjustments to reconcile net income to net cash
        provided (used) by operating activities:
          Provision for loan losses                               1,160      1,025
          Depreciation, amortization and accretion, net           1,380      1,280
          Gains on sales of mortgages held for sale            (  1,248)   ( 1,441)
          Gains on sales of securities available for sale      (    100)   (   341)
          Origination of mortgage loans held for sale          ( 75,287)   (76,422)
          Proceeds from sales of mortgage loans held for sale    82,142     74,644
          (Increase) decrease in accrued interest receivable and
            other assets                                       (    731)   ( 2,085)
          Increase (decrease) in accrued interest payable and
            other liabilities                                     2,052      2,327
                                                                -------     ------
     Net cash provided (used) by operating activities            16,649      5,127
                                                                -------     ------
     Investing activities
       Net (increase) decrease in federal funds sold              7,000   (  4,000)
       Purchases of securities available for sale              ( 51,694)  ( 55,665)
       Purchases of securities held to maturity                       -   ( 49,724)
       Proceeds from maturities of securities available for sale 61,934     29,308
       Proceeds from maturities of securities held to maturity    4,906     48,280
       Proceeds from sales of securities available for sale       5,637     11,306
       Proceeds from sales of other real estate                     895          -
       Net (increase) decrease in loans                        ( 69,353)  ( 60,465)
       Purchases of premises and equipment                     (  2,176)  (  2,337)
                                                                 ------     ------
     Net cash provided (used) by investing activities          ( 42,851)  ( 83,297)
                                                                 ------     ------
     Financing activities
       Net increase (decrease) in deposits                       37,655     69,260
       Net increase (decrease) in securities sold under
         agreements to repurchase and federal funds purchased  (  9,356)    15,907
       Net increase (decrease) in short-term borrowings           2,007   (  2,807)
       Repayments of long-term debt                                   -   (     15)
       Issuance of common stock for options and dividend
         reinvestment plan                                          780        477
       Cash dividends paid                                     (  1,561)  (  1,249)
                                                                 ------     ------
     Net cash provided (used) by financing activities            29,525     81,573
                                                                 ------     ------
     Net increase (decrease) in cash and cash equivalents         3,323      3,403
     Cash and cash equivalents at beginning of period            21,661     18,153
                                                                -------    -------
     Cash and cash equivalents at end of period                $ 24,984   $ 21,556
                                                                =======    =======
     Income tax payments were $4,775,000 in 1999, and $2,295,000 in 1998.
     Cash paid for interest was $15,480,000 in 1999, and $14,621,000 in 1998.

     See accompanying notes to unaudited consolidated financial statements.

</TABLE>
<PAGE>

                        S.Y. BANCORP, INC. & SUBSIDIARY
         Unaudited Consolidated Statement of Changes in Stockholders' Equity
                    For the nine months ended September 30, 1999
<TABLE>

<S>
                                     Common Stock                                 Accumulated
                                     ------------                                    Other
                                Number of                              Retained  Comprehensive
                                 Shares         Amount     Surplus     Earnings  Income(Loss)      Total
                                 ------         ------     -------     --------  ------------      -----
(In thousands, except share
  and per share data)
                               <C>             <C>        <C>           <C>        <C>          <C>
Balance December 31, 1998      6,593,338       $ 5,535    $ 14,075      $ 23,868   $    465     $ 43,943

Net income	                           -             -           -         7,281         -         7,281
Stock options exercised           50,340           102         413             -         -           515
Shares issued for 401(k),
 dividend reinvestment and
 employee stock purchase
 plans                            25,381            63         552             -         -           615
Cash dividends, $.24 per
 share                                 -             -           -        (1,598)        -        (1,598)
Change in other
 comprehensive income(loss),
 net of tax                            -             -           -             -     (1,208)      (1,208)
                                 -------        ------      ------        ------    -------      -------
Balance September 30, 1999     6,669,059       $ 5,700    $ 15,040      $ 29,551   $ (  743)     $49,548
                               =========        ======     =======        ======    =======       ======

See accompanying notes to unaudited consolidated financial statements.
</TABLE>
<PAGE>

                           S.Y. BANCORP, INC. & SUBSIDIARY
                Unaudited Consolidated Statement of Comprehensive Income
                      For the nine months ended September 30, 1999

                                                               1999         1998
                                                               ----         ----
       (In thousands)
       Net income                                           $ 7,281      $ 6,140
         Other comprehensive income (loss), net of tax:
         Unrealized holding gains (losses) arising
           during the period                                 (1,273)         158
         Less reclassification adjustment for gains
           included in net income                                65          225
                                                              -----         ----
         Other comprehensive income (loss)                   (1,208)         383
                                                              -----         ----

         Comprehensive income                               $ 6,073      $ 6,523
                                                              =====        =====

         See accompanying notes to unaudited consolidated financial statements.
<PAGE>




                                S.Y. BANCORP, INC. AND SUBSIDIARY
                           Notes to Consolidated Financial Statements

     (1)  Summary of Significant Accounting Policies

          The accompanying unaudited consolidated financial statements have been
     prepared in accordance with the instructions to Form 10-Q and do not
     include all information and footnotes required by generally accepted
     accounting principles for complete financial statements.  The consolidated
     financial statements of S.Y. Bancorp, Inc. and Subsidiary reflect all
     adjustments (consisting only of adjustments of a normal recurring nature)
     which are, in the opinion of management, necessary for a fair presentation
     of financial condition and results of operations for the interim periods.

          The consolidated financial statements include the accounts of S.Y.
     Bancorp, Inc. and its wholly owned subsidiary, Stock Yards Bank & Trust
     Company.  All significant intercompany transactions have been eliminated
     in consolidation.

          A description of other significant accounting policies is presented in
     the notes to the Consolidated Financial Statements for the year ended
     December 31, 1998 included in S.Y. Bancorp, Inc.'s Annual Report on Form
     10-K for the year then ended.

          Interim results for the quarter and nine months ended September
     30, 1999 are not necessarily indicative of the results for the entire year.

     (2)  Allowance for Loan Losses

          An analysis of the changes in the allowance for loan losses for the
     nine months ended September 30 follows (in thousands):

                                              1999         1998
                                              ----         ----
          Beginning balance                 $6,666       $5,921
          Provision for loan losses          1,160        1,025
          Loans charged off                 (  609)      (  326)
          Recoveries                            57           76
                                             -----        -----
          Ending balance                    $7,274       $6,696
                                             =====        =====

<PAGE>

      (3) Net Income per share

            The following table reflects, for the three and nine months periods
     ended September 30, the numerators (net income)and denominators (average
     shares outstanding) for the basic and diluted net income per share
     computations (in thousands except per share data).


                                     Three Months Ended        Nine Months Ended
                                        September 30               September
                                      1999        1998         1999        1998
                                      ----        ----         ----        ----
   Net income, basic and diluted   $ 2,594     $ 2,181      $ 7,281     $ 6,140
                                     =====       =====        =====       =====
   Average shares outstanding        6,668       6,593        6,650       6,586
   Effect of dilutive securities       207         258          219         245
                                     -----       -----        -----       -----
   Average shares outstanding
    including dilutive securities    6,875       6,851        6,869       6,831
                                     =====       =====        =====       =====
   Net income per share, basic     $   .39     $   .33      $  1.09     $   .94
                                     =====       =====        =====       =====
   Net income per share, diluted   $   .38     $   .32      $  1.06     $   .90
                                     =====       =====        =====       =====

<PAGE>

(4)  Segments

    The Bank's, and thus Bancorp's, principal activities include commercial
and retail banking, investment management and trust, and mortgage banking.
Commercial and retail banking provides a full range of loans and deposit
products to individual consumers and businesses.  Investment management and
trust provides wealth management services including private banking,
brokerage, estate planning and administration, retirement plan management,
and custodian or trustee services. Mortgage banking originates residential
loans and sells them, servicing released, to the secondary market.

    The financial information for each business segment reflects that which
is specifically identifiable or allocated based on an internal allocation
method.  Allocations have been consistently applied for all periods
presented.  The measurement of the performance of the business segments is
based on the management structure of the Bank and is not necessarily
comparable with similar information for any other financial institution.
The information presented is also not necessarily indicative of the
segments' operation if they were independent entities.

    Selected financial information by business segment for the three and
nine months ended September 30, 1999 and 1998 follows:

                                       Three Months Ended     Nine Months Ended
                                          September 30          September  30
                                        1999        1998      1999      1998
                                        ----        ----      ----      ----
  (In thousands)
  Net interest income
    Commercial and retail banking    $ 6,648     $ 5,521   $18,895    $16,196
    Investment management and trust      389         246       996        564

     Mortgage banking                    104         114       251        253
                                      ------      ------    ------     ------
         Total                       $ 7,141     $ 5,881   $20,142    $17,013
                                      ======      ======    ======     ======

   Non-interest income
     Commercial and retail banking   $ 1,247     $ 1,062   $ 3,505    $ 2,946
     Investment management and trust   1,447       1,357     4,322      3,661
     Mortgage banking                    532         713     1,665      1,794
                                      ------      ------    ------     ------
         Total                       $ 3,226     $ 3,132   $ 9,492    $ 8,401
                                      ======      ======    ======     ======
   Net income
     Commercial and retail banking   $ 1,713     $ 1,447   $ 5,204    $ 4,211
     Investment management and trust     907         472     1,809      1,373
     Mortgage banking                (    26)        262       268        556
                                      ------      ------    ------      -----
         Total                       $ 2,594     $ 2,181   $ 7,281    $ 6,140
                                       ======      ======   ======     ======

<PAGE>

   Item 2.   Management's Discussion and Analysis of Financial Condition and
             Results of Operations

        This item discusses the results of operations for S.Y. Bancorp, Inc.
   ("Bancorp"), and its subsidiary, Stock Yards Bank & Trust Company for the
   three and nine months periods ended September 30, 1999 and compares those
   periods with the same periods of the previous year.  Unless otherwise
   indicated, all references in this discussion to the "Bank" include Bancorp.
   In addition, the discussion describes the significant changes in the
   financial condition of Bancorp and the Bank that have occurred during the
   first half of 1999 compared to December 31, 1998.  This discussion should
   be read in conjunction with the consolidated financial statements and
   accompanying notes presented in Part I, Item 1 of this report.

        This report contains forward-looking statements under the Private
   Securities Litigation Reform act that involve risks and uncertainties.
   Although Bancorp believes the assumptions underlying the forward-looking
   statements contained herein are reasonable, any of these assumptions could
   be inaccurate.  Therefore, there can be no assurance forward-looking
   statements included herein will prove to be accurate. Factors that could
   cause actual results to differ from results discussed in forward-looking
   statements include, but are not limited to: economic conditions both
   generally and more specifically in the market in which Bancorp and its
   subsidiary operate; competition for Bancorp's customers from other
   providers of financial services; government legislation and regulation
   which change from time to time and over which Bancorp has no control;
   changes in interest rates; material unforeseen changes in liquidity,
   results of operations, or financial condition of Bancorp's customers;
   material unforeseen complications related to addressing the Year 2000
   experienced by Bancorp, its suppliers, customers and governmental agencies;
   other risks detailed in Bancorp's filings with the Securities and Exchange
   Commission, all of which are difficult to predict and many of which are
   beyond the control of Bancorp.

   A.   RESULTS OF OPERATIONS

        Net income of $2,594,000 for the three months ended September 30, 1999
   increased $413,000 or 18.9% from $2,181,000 for the comparable 1998 period.
   Basic net income per share was $.39 for the third quarter of 1999, an
   increase of 18.2% from the $.33 for the same period in 1998.  Net income per
   share on a diluted basis was $.38 for the third quarter of 1999 compared to
   $.32 for the third quarter of 1998.  This represents a 18.8% increase.
   Return on average assets and return on average stockholders' equity were
   1.60% and 21.13%, respectively, for the third quarter of 1999, compared to
   1.56% and 20.84%, respectively, for the same period in 1998.

        Net income of $7,281,000 for the first nine months of 1999 increased
   $1,141,000 or 18.6% from the comparable 1998 period.  Basic net income per
   share was $1.09 for the first nine months of 1999, an increase of 16.0% from
   the $.94 for the same period in 1998.  Net income per share on a diluted
   basis was $1.06 for the nine months ended September 30, 1999 compared to
   $.90 for the same period in 1998.  This represents a 17.8% increase. Return
   on average assets and return on average stockholder's equity were 1.56% and
   20.65%, respectively for the first nine months of 1999, compared to 1.56%
   and 20.72%, respectively, for the same period of 1998.

<PAGE>

        The following paragraphs provide an analysis of the significant factors
   affecting operating results and financial condition.

   Net Interest Income
   In thousands except percentages
                                     Three Months Ended      Nine Months Ended
                                        September 30           September 30
                                      1999        1998        1999      1998
                                      ----        ----        ----      ----
   Interest income                $ 12,377     $11,003     $35,532   $31,512
   Tax equivalent                       93          73         266       174
                                    ------      ------      ------    ------
   Interest income, tax equivalent
    basis                           12,470      11,076      35,798    31,686
   Total interest expense            5,236       5,122      15,390    14,499
                                    ------      ------      ------    ------
   Net interest income, tax equivalent
    basis (1)                     $  7,234     $ 5,954     $20,408   $17,187
                                    ======      ======      ======    ======

   Net interest spread (2),
                           annualized 4.12%       3.83%       4.02%     3.96%
                                    ======      ======      ======      =====
   Net interest margin (3),
                        annualized    4.82%       4.60%       4.71%     4.73%
                                    ======      ======      ======      =====
   Notes:

   (1) Net interest income, the most significant component of the Banks'
       earnings, is total interest income less total interest expense.  The
       level of net interest income is determined by the mix and volume of
       interest earning assets, interest bearing deposits and borrowed funds,
       and by changes in interest rates.

  (2)  Net interest spread is the difference between the taxable equivalent
       rate earned on interest earning assets less the rate expensed on
       interest bearing liabilities.

  (3)  Net interest margin represents net interest income on a taxable
       equivalent basis as a percentage of average interest earning assets.
       Net interest margin is affected by both the interest rate spread and
       the level of non-interest bearing sources of funds, primarily
       consisting of demand deposits and stockholders' equity.

        Fully taxable equivalent net interest income of $7,234,000 for the three
   months ended September 30, 1999 increased $1,280,000 or 21.5% from
   $5,954,000 for the same period last year.  Net interest spread and net
   interest margin were 4.12% and 4.82%, respectively, for the third quarter
   of 1999 and 3.83% and 4.60%, respectively, for the third quarter of 1998.

<PAGE>

        Fully taxable equivalent net interest income of $20,408,000 for the
   nine months ended September 30, 1999 increased $3,221,000 or 18.7% from
   $17,187,000 for the same period last year.  Net interest spread and net
   interest margin were 4.02% and 4.71%, respectively, for the first nine
   months of 1999 and 3.96% and 4.73%, respectively, for the first nine
   months of 1998.

        Average earning assets increased $94,415,000, or 19.5% to
   $579,799,000 for the first nine months of 1999 compared to 1998.  Average
   interest bearing liabilities increased $79,060,000 or 19.4% to $485,744,000
   for the first nine months of 1999 compared to 1998.

        Interest rate sensitivity has a major impact on the earnings of the
   Bank.  As interest rates change in the market, rates earned on assets do
   not necessarily move identically with rates paid on liabilities.  Proper
   asset and liability management involves the matching of interest sensitive
   assets and liabilities to reduce interest rate risk.  Bancorp manages
   interest rate risk by making both variable and fixed rate loans.  Fixed
   rate loans are matched, along with investment securities against longeR
   term fixed rate time deposits.  The Bank's largest interest earning asset
   is loans and approximately one third of the loan portfolio is comprised of
   variable rate loans.  Variable rate loans re-price immediately with a
   change in prime rates.  Additionally, during periods of declining interest
   rates, some customers with fixed rate loans may refinance to obtain lower
   rates on their loans.  Deposits, the Bank's largest interest bearing
   liability, do not respond as quickly nor as significantly to changes
   in market interest rates.  At September 30, 1999 Bancorp was asset
   sensitive 5.3% through one year based on currently expected repricing dates.
   With this position more interest bearing assets re-price within one
   year than do interest bearing liabilities.  This position is generally
   favorable to net interest margin during periods of rising interest
   rates and generally unfavorable during periods of falling rates.
   Bancorp's management believes it has the ability
   to effectively manage the degree of market risk inherent in its interest
   sensitive financial instruments.

         The following table provides information about Bancorp's derivative
   financial instruments and other financial instruments that are sensitive to
   changes in interest rates.  For loans, securities and liabilities with
   contractual maturities, the table presents principal cash flows and weighted
   average interest rates as well as Bancorp's experience of the impact of
   interest rate fluctuations on the prepayment of mortgage-backed securities.
   For deposits that have no contractual maturity (non-interest bearing
   checking, interest bearing checking and savings), management has estimated
   withdrawal activity using a ratable amount over the next six years.  This
   information is based on Bancorp's historical experience and management's
   judgments.  For interest rate caps and floors, the table presents notional
   amounts.  Notional amounts are used to calculate the contractual payments to
   be exchanged under the contracts.

<PAGE>















<TABLE>
<S>

                                  For Twelve Month Period Ending
                                  ------------------------------
(Dollars in thousands)         9/30/00   9/30/01   9/30/02   9/30/03   9/30/04   Thereafter        Total
                               -------   -------   -------   -------   -------   ----------        -----
     Federal funds sold      <C>         <C>       <C>       <C>       <C>          <C>
     (variable rate)         $       -         -         -         -         -           -       $     -
     Average interest rate           -         -         -         -         -           -             -
     Loans held for sale
     Fixed rate              $   4,184         -         -         -         -           -       $ 4,184
     Average interest rate        7.61%        -         -         -         -           -          7.61%
     Securities
     Fixed rate              $   9,415    $ 8,939   $13,874   $11,199   $10,702     $23,139     $ 77,268
Average interest rate            6.93%       6.64%     6.21%     5.74%     5.64%       5.91%        6.23%
Loans
Fixed rate                   $  62,334    $49,131   $51,783   $50,735   $60,487     $76,178     $350,648
Average interest rate             8.80%      8.68%     8.65%     8.64%     8.32%       8.00%        8.48%
Variable rate                $  69,328    $41,479   $15,084   $11,194   $   646     $28,708     $166,439
Average interest rate             8.99%      8.73%     8.68%     8.43%     9.59%       7.39%        8.30%
Deposits
Non-interest
 bearing checking            $  14,004    $14,004   $14,004   $14,004   $14,004     $22,806     $ 92,826
Average interest rate                -          -         -         -         -           -            -
Savings and interest
 bearing checking             $ 28,666   $28,666    $28,666   $28,666   $28,666     $47,778     $191,108
Average interest rate             2.98%     2.98%      2.98%     2.98%     2.98%       2.98%        2.98%
Time deposits (fixed rate)    $189,125   $52,308    $10,969   $10,790   $ 5,253     $ 2,888     $271,333
Average interest rate             4.96      5.16%      5.68%     5.45%     5.33%       5.38%        5.02%
Other short-term borrowings
 (variable rate)              $  2,866         -          -         -         -           -     $  2,866
Average interest rate             3.13%        -          -         -         -           -         3.13%
Federal funds purchased
 and securities sold under
 agreements to repurchase
 (variable rate)              $ 29,173         -        -           -         -           -     $ 29,173
Average interest rate             4.21%        -        -           -         -           -         4.21%
Long-term debt
 (variable rate)              $      -        -         -           -         -     $ 2,100     $  2,100
Average interest rate                -        -         -           -         -        7.03%        7.03%
Interest rate collar
Notional amount               $100,000        -         -           -         -           -     $100,000
Cap strike rate                   8.38%       -         -           -         -           -         8.38%
Floor strike rate                 7.60%       -         -           -         -           -         7.60%


</TABLE>
<PAGE>

   Provision for Loan Losses

        The allowance for loan losses is based on management's continuing review
   of individual credits, recent loss experience, current economic conditions,
   the risk characteristics of the various categories of loans, and such other
   factors that, in management's judgment, deserve current recognition in
   estimating loan losses.

        An analysis of the changes in the allowance for loan losses and selected
   ratios follow:

                                                          Nine Months Ended
                                                             September 30
(In thousands except percentages)                          1999         1998
                                                           ----         ----
      Balance at January 1                             $  6,666     $  5,921
      Provision for loan losses                           1,160        1,025
      Loan charge-offs, net of recoveries              (    552)    (    250)
                                                        -------      -------
      Balance at September 30                          $  7,274     $  6,696
                                                        =======      =======
      Average loans, net of unearned income            $479,368     $404,525
                                                        =======      =======
      Provision for loan losses to average loans (1)        .32%         .35%
                                                        =======      =======
      Net loan charge-offs to average loans (1)             .15%         .08%
                                                        =======      =======
      Allowance for loan losses to average loans           1.55%        1.66%
                                                        =======      =======
      Allowance for loan losses to period-end loans        1.41%        1.56%
                                                        =======      =======
     (1) Amounts annualized

<PAGE>

      Non-interest Income and Expenses

      The following table sets forth the major components of non-interest income
   and expenses for the three and nine months ended September 30, 1999 and 1998.



                                        Three Months Ended     Nine Months Ended
                                            September 30          September 30
In thousands                              1999        1998      1999       1998
                                          ----        ----      ----       ----
  Non-interest income
    Investment management and trust
     services                           $1,309      $1,148     3,927     3,446
    Service charges on deposit accounts    896         788     2,563     2,078
    Gains on sales of mortgage loans
     held for sale                         377         556     1,248     1,441
    Gains on sales of securities
     available for sale                      -         157       100       341
    Other                                  644         483     1,654     1,095
                                         -----       -----     -----    ------
    Total non-interest income           $3,226      $3,132   $ 9,492    $8,401
                                         =====       =====     =====     =====
  Non-interest expenses
    Salaries and employee benefits      $3,511      $2,973   $10,088    $8,506
    Net occupancy expense                  449         386     1,258     1,037
    Furniture and equipment expense        598         579     1,685     1,474
    Other                                1,669       1,471     4,668     4,314
                                         -----       -----     -----     -----
    Total non-interest expenses         $6,227      $5,409   $17,699   $15,331
                                         =====       =====    ======    ======

        Non-interest income increased $94,000, or 3.0%, for the third quarter of
   1999, compared to the same period in 1998.  Trust income increased $161,000
   or 14.0% in the third quarter of 1999, as compared to the same period in
   1998.  Non-interest income increased $1,091,000 or 13.0%, for the first
   nine months of 1999,compared to the same period in 1998.  Trust income
   increased $481,000 or 14.0% in the first nine months of 1999, as compared
   to the same period in 1998 reflecting the growth in the trust department.
   Trust assets under management at September 30, 1999 were $ 828 million as
   compared to $770 million at December 31, 1998 and $712 million at
   September 30, 1998.

<PAGE>

        Service charges on deposit accounts increased $108,000 or 13.7% in the
   third quarter of 1998 and $485,000 or 23.3% in the first nine months of 1999
   as compared to the same periods in 1998.  Growth in deposit accounts spurred
   mainly by the opening of new branch offices has presented opportunities for
   increased fee income in this area. Additionally, service charges for
   commercial deposit accounts were raised effective January 1, 1999.

        Gains on sales of mortgage loans were $377,000 in the third quarter
   of 1999 compared to $556,000 in 1998 and $1,248,000 in the first nine months
   of 1999 compared to $1,441,000 in the same period of 1998.  The Bank operates
   a mortgage banking company which originates residential mortgage loans and
   sells the loans in the secondary market. Favorable interest rates in 1998
   and early 1999 stimulated home buying and refinancing; however in the second
   quarter of 1999, refinancing activity slowed.  The mortgage company began
   origination and sale of sub-prime loans in 1998. This activity contributed
   $143,000 to the above gains in 1999 compared to $70,000 in 1998. Investors
   commit to purchase both prime and sub-prime loans when such loans are
   originated, subject to verification of certain underwriting criteria.  The
   Bank has no sub prime loans in its portfolio, and management does not intend
   to retain any of these loans in the portfolio.

        Gains on sales of securities available for sale in both 1999 and 1998
   occurred as management sold shorter term securities for intermediate term,
   higher yielding securities.

        Other non-interest income increased $161,000 or 33.3% in the third
   quarter of 1999 and $559,000 or 51.1% in the first nine months of 1999
   compared to the same periods in 1998.  Numerous factors contribute to this
   increase, including (year to date) $157,000 from full service brokerage,
   $123,000 from check card income and $85,000 from title service fees.

        Non-interest expenses increased $818,000 or 15.1% for the third quarter
   and $2,368,000 or 15.4% for the first nine months of 1999 compared to the
   same periods in 1998. Salaries and employee benefits increased $538,000, or
   18.1%, for the third quarter and $1,582,000 or 18.6% for the first nine
   months of 1999 compared to the same periods in 1998.  These increases arose
   in part from regular salary increases.  Also, employees continue to be added
   to support the Bank's growth.  The Bank had 312 full time equivalent
   employees as of September 30, 1999 and 267 full time equivalents as of
   September 30, 1998. Net occupancy expense increased $63,000 or 16.3% in
   the third quarter of 1999 and $211,000 or 21.3% for the first nine months
   of 1999 as compared to 1998. Furniture and equipment expense increased
   $19,000, or 3.3%, for the third quarter and $211,000 or 14.3% for
   the first nine months of 1999 compared to 1998.  These increases are
   largely due to the addition of new banking centers.  Additionally,
   the Bank continues to update computer equipment andsoftware as technology
   advances. These capital asset additions flow through
   the statement of income as depreciation expense.  Other non-interest expenses
   have increased $198,000 or 13.5% in the third quarter and $354,000 or 8.2%
   for the first nine months of 1999 as compared to 1998.  These increases arise
   from numerous factors and reflect the Bank's growth.

<PAGE>

   Income Taxes

        Bancorp had income tax expense of $3,494,000 for the first nine months
   of 1999, compared to $2,918,000 for the same period in 1998.  The effective
   rate was 32.4% in 1999 and 32.2% in 1998.

   B.   FINANCIAL CONDITION
        Total Assets

        Total assets increased $37,650,000 from December 31, 1998 to
   September 30, 1999. Average assets for the first nine months of 1999 were
   $625,676,000.  Total assets at September 30, 1999 increased $78,418,000
   from September 30, 1998, representing a 13.8% increase.  Since year end,
   loans have increased approximately $68.8 million; cash and due from banks
   and federal funds sold decreased $3.7 million; securities available for sale
   decreased $17.7 million, and securities held to maturity decreased $4.8
   million.  Mortgage loans available for sale decreased $5.6 million.



        Nonperforming Loans and Assets

        Nonperforming loans, which include non-accrual and loans past due over
   90 days, totaled $2,851,000 at September 30, 1999 and $2,163,000 at
   December 31, 1998. This represents .55% of total loans at September 30, 1999
   compared to .48% at December 31, 1998.

        Nonperforming assets, which include non-performing loans, other real
   estate and repossessed assets, totaled $3,134,000 at September 30, 1999
   and $4,057,000 at December 31, 1998.  This represents .48% of total assets
   at September 30, 1999 compared to .67% at December 31, 1998.

   C.  LIQUIDITY

        The role of liquidity is to ensure that funds are available to meet
   depositors' withdrawal and borrowers' credit demands while at the same time
   maximizing profitability.  This is accomplished by balancing changes in
   demand for funds with changes in the supply of those funds.  Liquidity to
   meet demand is provided by maturing assets, short-term liquid assets that
   can be converted to cash, and the ability to attract funds from external
   sources - principally deposits.  Management believes it has the ability to
   increase deposits at any time by offering rates slightly higher than the
   market rate.

        The Bank has a number of sources of funds to meet its liquidity needs
   on a daily basis.  The deposit base, consisting of relatively stable
   consumer and commercial deposits, and large denomination ($100,000 and over)
   certificates of deposit, is a source of funds.  The majority of these
   deposits are from long term customers and are a stable source of funds.

<PAGE>

        Other sources of funds available to meet daily needs include the sale
   of securities under agreements to repurchase and funds made available under
   a treasury tax and loan note agreement with the federal government.  Also,
   the Bank is a member of the Federal Home Loan Bank of Cincinnati (FHLB).
   As a member of the FHLB, the Bank has access to credit products of the FHLB.
   To date, the Bank has not needed to access this source of funds.
   Additionally, the Bank has an available line of credit and federal funds
   purchased lines with correspondent banks totaling $38 million.

        Bancorp's liquidity depends primarily on the dividends paid to it as
   the sole shareholder of the Bank.  At September 30, 1999, the Bank may pay
   up to $16,741,000 in dividends to Bancorp without regulatory approval
   subject to the ongoing capital requirements of the Bank.

   D.   CAPITAL RESOURCES

        At September 30, 1999, stockholders' equity totaled $49,548,000, an
   increase of $5,606,000 since December 31, 1998 due primarily to retained
   net income.  One component of equity is accumulated other comprehensive
   income (losses) which for Bancorp consists solely of net unrealized gains
   or losses on securities available for sale, net of taxes.  Accumulated other
   comprehensive losses were $743,000 at September 30, 1999 and accumulated
   other comprehensive income was $465,000 at December 31, 1998.

        Bank holding companies and their subsidiary banks are required by
   regulators to meet risk based capital standards.  These standards, or ratios,
   measure the relationship of capital to a combination of balance-sheet and
   off-balance sheet risks.  The values of both balance sheet and off-balance
   sheet items are adjusted to reflect credit risks.

        At September 30, 1999, Bancorp's tier 1, total risk based capital and
   leverage ratios were 9.65%, 10.96% and 7.58%, respectively. These ratios
   exceed the minimum required by regulators to be well capitalized (6%, 10%
   and 5%, respectively).  Capital ratios of the Bank and the consolidated
   entity have decreased over the past several years; however the trend reversed
   slightly in the fourth quarter of 1998 and the first half of 1999. The
   decline in capital ratios has occurred with the rapid expansion of the Bank,
   when assets have increased faster than capital has grown.

   E.  RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

        In June, 1998, the Financial Accounting Standards Board issued Statement
   No. 133, "Accounting for Derivative Instruments and Hedging Activities."
   This statement standardizes the accounting for derivative instruments.  Under
   this standard, entities are required to carry all derivative instruments in
   the balance sheet at fair value.

        The accounting for changes in the fair value (i.e., gains or losses) of
   a derivative instrument depends on whether it has been designated and
   qualifies as part of a hedging relationship and, if so, on the reason for
   holding it.  If certain conditions are met, entities may elect to designate
   a derivative instrument as a hedge of exposures to changes in fair values,
   cash flows, or foreign currencies.  If the hedged exposure is a fair value
   exposure, the gain or loss on the derivative instrument is recognized in

<PAGE>

   earnings in the period of change together with the offsetting loss or gain
   on the hedged item attributable to the risk being hedged.  If the hedged
   exposure is a cash flow exposure, the effective portion of the gain or
   loss on the derivative instrument is reported initially as a component of
   other comprehensive income and subsequently reclassified into earnings when
   the forecasted transaction affects earnings.  Any amounts excluded from the
   assessment of hedge effectiveness as well as the ineffective portion of the
   gain or loss is reported in earnings immediately.  Accounting for foreign
   currency hedges is similar to the accounting for fair value and cash flow
   hedges.  If the derivative instrument is not designated as a hedge, the
   gain or loss is recognized in earnings in the period of change.

        During 1999, the Financial Accounting Standards Board issued Statement
   No. 137 which delays the effective date of Statement 133 until
   January 1, 2001; however, early adoption is permitted.  On adoption, the
   provisions of Statement 133 must be applied prospectively.  Bancorp has not
   determined when it will adopt Statement 133 nor has it determined the impact
   that Statement 133 will have on its financial statements.  Management
   believes that such determination will not be meaningful until closer to the
   date of initial adoption.

   F.   YEAR 2000

   General Nature And Impact Of Year 2000 Issues
        Challenges and problems anticipated with the Year 2000 (Y2K) have
   received a great deal of attention.  The underlying problem is that many
   computer systems use only the last two digits of a year in reading a date.
   Thus, they could interpret dates with the Year 2000 to be 1900.  As a result,
   on January 1, 2000, computer systems could stop working or generate erroneous
   data unless these problems are corrected.  In addition to information
   technology issues, equipment with embedded micro-controllers may not function
   properly.  Examples of this equipment would include thermostats, elevators,
   and electronics with time/date mechanisms.  Some companies have anticipated
   significant Year 2000 expenses.

        Banking institutions have been near the forefront in addressing
   Year 2000 issues as bank regulators began focusing banks' attention
   on Year 2000 issues earlier than most businesses.  The Bank and
   Bancorp began addressing Y2K issues in mid 1997.  Year 2000 issues
   were first a part of banking regulatory review at Stock Yards
   Bank & Trust Company in its November, 1997 examination
   by the FDIC. The FDIC has established guidelines that require banking
   institutions to:

       Ensure ongoing board of director involvement in Year 2000 efforts;
       Adopt a written project plan;
       Renovate mission-critical systems;
       Complete tests of renovated systems by specific deadlines;
       Plan for contingencies; and
       Manage customer risk.

        Management believes the Bank is in compliance with these guidelines.
   The Bank's Year 2000 project coordinator and committee report regularly to
   the Board of Directors as to the project plan and completion status.

<PAGE>

   Bancorp's general plans and actions to address Year 2000 issues, including
   relationships with customers, vendors and others
        Bancorp's management has undertaken an evaluation of the effects
   Year 2000 will have on its information systems and other important aspects
   of its business.  Bancorp's program has five phases: awareness, assessment,
   renovation, validation and implementation.  As a part of the assessment
   phase, degrees of risk were determined for various areas.  Impact assessment
   guidelines used are as follows:

      Absolutely critical - If these systems were to fail or produce
      inaccurate data, it could lead to the failure of the Bank.
     Important - Failure of these could significantly impair the Bank's ability
      to function at full potential.
      Useful - These systems are used regularly but are not deemed to be
      critical.
      Expendable - These systems could be retired.  They are convenient to have,
      but the Bank could do without them.

        Using the above appraisal guidelines, each system was assigned a
   priority for timing of renovation, testing and implementation.
   Areas deemed to be absolutely critical are mainly related to computer
   technology.  These include the Bank's mainframe computer, related
   software, the Bank's wide area network of computers, trust and
   mortgage department hardware and software and wire
   transfer computer capabilities.  All of the Bank's software is purchased; no
   programming is performed in house.  Management has received representations
   from all vendors with regard to Y2K readiness for these applications.
   Testing and contingency planning for these areas are addressed below.  Other
   technology areas deemed absolutely critical are internet connections and the
   ATM network.  With regard to our Year 2000 evaluation of non-information
   technology areas, management identified general issues similar to those of
   other businesses and bank specific issues such as vault doors and security
   equipment.  Non information technology areas deemed absolutely critical are
   telephone service and systems, utilities and vault doors.  Through a
   combination of consultations with and certifications from vendors and testing
   of these non-information technology areas, management believes there are no
   material Y2K risks or uncertainties presented in these areas.

        The Bank's assessment has taken into account whether third parties with
   whom it has a material business relationship are or will be Year 2000
   compliant.  Management has requested certification as to Y2K readiness from
   current vendors and uses Y2K readiness as a part of the criteria for
   selection of vendors/products.  In addition to obtaining written Y2K
   certification regarding equipment and services, the Bank's Y2K plan
   includes testing of such equipment and services for Y2K readiness.  This
   testing is complete in virtually all areas and has not identified any
   material Y2K risks or uncertainties.

        Two other major areas of evaluation are the Bank's loan customers and
   fiduciary relationships arising from the trust department.  Borrower's
   noncompliance with Year 2000 issues could adversely affect their ability
   to service their debt.  The Bank has requested written representation from
   significant loan customers to verify and document customer Year 2000

<PAGE>

   readiness.  Evaluation of the creditworthiness of these customers now
   includes a review of the customer's self assessment as to compliance with
   Year 2000 issues.  Based upon the responses of customers, an evaluation of
   the nature of these customers' businesses and their states of Y2K readiness,
   and the collateral held on these loans, management has concluded the degree
   of risk of loss to the bank does not warrant a specific Y2K allowance for
   loan losses at this time.

        The trust department's written business resumption plan and testing have
   been completed for the trust accounting systems.  Trust system vendors have
   indicated they are Y2K compliant.  Y2K relates to the department's fiduciary
   responsibilities with regard to the ability of investments to continue to
   maintain income and principal payment streams, if applicable.  Also, third
   party paying agents and processors must be able to continue providing timely
   and accurate services.  The department has taken measures to identify and
   mitigate risks and uncertainties related to Y2K.

        Correspondence has been sent to companies, issuers, and paying agents
   with significant relationships to the Bank's trust accounts.  These letters
   request documentation with regard to the third party's Year 2000 compliance
   status.  In instances where the Bank's trust department has the authority
   to make investment decisions, the department will not authorize investments
   in companies which have not made reasonable Y2K disclosures.  The department
   may waive this requirement if they can determine through other channels the
   target company is not technologically dependent.  All of this will be
   considered as investment decisions are made regarding current and future
   holdings.

   Timetable for carrying out Year 2000 plans

        The awareness, assessment and renovation phases of the Company's
   Year 2000 plan are essentially complete.  Testing has been completed
   in all areas.  In addition to testing, the Bank has developed business
   resumption plans in the event absolutely critical systems fail despite
   representations from vendors and favorable test results. These plans
   should enable the Bank to function at a level sufficient to serve the
   majority of customers' needs.  Additionally, management has significantly
   curtailed the installation of new information technology systems for
   the remainder of 1999.  To ensure the Bank's ability to respond to
   customer needs and demands, significant information technology
   additions were accelerated into the last quarter of 1998 and the
   first half of 1999.  These scheduling accelerations have
   allowed adequate time to test the new applications for Y2K compliance.

<PAGE>


   Cost to Address Bancorp's Year 2000 Issues

        Costs to prepare for the Year 2000 include new hardware, software,
   internal staff costs and consulting expenses.  Bancorp's incremental expense
   related to the Year 2000 was approximately $60,000 in 1998 and 1997 and
   management anticipates incurring a similar amount for 1999 (approximately
   $45,000 has been expensed in the first nine months of 1999).  Detailed
   budgets include capital expenditures primarily to replace desk top computers
   which will not be Year 2000 compliant.  To date, capital expenditures to
   replace non compliant equipment have totaled approximately $133,000.
   Management anticipates spending another $50,000 in the remainder of 1999 on
   capital expenditures.

   Impact Year 2000 expenditures are anticipated to have on Bancorp's results of
   operations, liquidity and capital resources

        In addition to the factors mentioned above, the Bank is considering
   other ramifications of the Year 2000.  Management reviews the liquidity
   position and needs of the Bank on a regular basis.  Anticipating
   Year 2000, the Bank has prepared to be more liquid.  Loan customers
   with lines of credit may experience increased cash needs and, therefore,
   draw more on their lines of credit.  Loan customers may make payments more
   slowly if their cash positions are tighter.  Depositors may withdraw
   higher than average amounts of cash.  These situations will require
   the Bank to have higher than average levels of cash available.
   Management has made arrangements with correspondent banks and believes
   these arrangements will enable the Bank to
   meet Y2K liquidity needs.

   Remaining risks and uncertainties related to Year 2000

        As noted above, the Bank has performed extensive testing of absolutely
   critical and important systems and equipment.

        Based upon testing and representations received from vendors and other
   third parties, management does not anticipate major malfunctions to be
   identified as a result of testing.  However, in the event there are
   unidentified problems, the Bank has developed a business resumption plan.
   This plan makes arrangements for alternative means of processing/operation
   should absolutely critical functions fail when Y2K arrives.  These include
   manual processing, processing transactions by personal computer rather than
   mainframe, and curtailing banking hours and/or number of locations open.
   Management's objective is to continue to offer and process transactions that
   would be critical to customers.  Assumptions used in the business resumption
   planning include the satisfactory operation of utilities and the U.S. Postal
   Service.

        As a result of evaluations and procedures performed to date, management
   does not anticipate Year 2000 to materially affect the Bancorp's capital
   resources, financial condition or results of operations.


<PAGE>

   Part II - Other Information

   Item 3.  Quantitative and Qualitative Disclosures about Market Risk

            Information  required  by  this item  is  include in Item 2,
            "Management's Discussion and Analysis of Financial Condition and
            Results of Operations.

   Item 4.  Submission of Matters to a Vote of Security Holders
            None

   Item 6.  Exhibits and Reports on Form 8-K

      (a)   Reports on Form 8-K

            The registrant was not required to file a Form 8-K for any of the
   three months ended September 30, 1999.

<PAGE>


                                             SIGNATURES
        Pursuant to the requirements of the Securities Exchange Act of 1934, the
   registrant has duly caused this report to be signed on its behalf by the
   undersigned thereunto duly authorized.

                                               S.Y. BANCORP, INC.

   Date:   November, 1999                      By:  /s/ David H. Brooks
                                                   ----------------------------
                                                   David H. Brooks, Chairman
                                                   and Chief Executive Officer
   Date:   November, 1999                      By:  /s/ David P. Heintzman
                                                   ----------------------------
                                                   David P. Heintzman, President
   Date:   November, 1999                      By:  /s/ Nancy B. Davis
                                                   ----------------------------
                                                   Nancy B. Davis, Executive
                                                   Vice President, Treasurer and
                                                   Chief Financial Officer





<PAGE>