**EXHIBIT
        14 b)**
 
 **CODE
        OF BUSINESS CONDUCT AND ETHICS, AS AMENDED**
   **STATE
        BANCORP, INC.**
 **CODE
        OF BUSINESS CONDUCT AND ETHICS**
 **As
        amended on November 22, 2005**
 
 
 **1.**
              **Complying
                  With Law**
 
 All
        employees, officers and directors of State Bancorp, Inc. and its direct and
        indirect subsidiaries (collectively “the Company”) should respect and comply
        with all of the laws, rules and regulations of the U.S. and other countries,
        and
        the states, counties, cities and other jurisdictions, in which the Company
        conducts its business or the laws, rules and regulations of which are applicable
        to the Company.
 
 Such
        legal compliance should include, without limitation, compliance with the
        "insider trading" prohibitions applicable to the Company and its employees,
        officers and directors. Generally, employees, officers and directors who
        have
        access to or knowledge of confidential or non-public information from or
        about
        the Company are not permitted to buy, sell or otherwise trade in the Company's
        securities, whether or not they are using or relying upon that information.
        This
        restriction extends to sharing or tipping others about such information,
        especially since the individuals receiving such information might utilize
        such
        information to trade in the Company's securities.
 
 The
        U.S.
        Foreign Corrupt Practices Act prohibits giving anything of value, directly
        or
        indirectly, to foreign government officials or foreign political candidates
        in
        order to obtain or retain business. It is strict-ly prohibited to make illegal
        payments to government officials of any country. In addition, the U.S.
        government has a number of laws and regulations regarding business gratuities
        which may be accepted by U.S. government personnel. The promise, offer or
        delivery to an official or employee of the U.S. government of a gift, favor
        or
        other gratuity in violation of these rules would not only violate Company
        policy
        but could also be a criminal offense. State and local governments, as well
        as
        foreign governments, may have similar rules. The Office of the Chairman can
        provide guidance to you in this area.
 
 This
        Code
        of Business Conduct and Ethics does not summarize all laws, rules and
        regulations applicable to the Company and its employees, officers and directors.
 
 **2.**
              **Conflicts
                  Of Interest**
 
 All
        employees, officers and directors of the Company should be scrupulous in
        avoiding a conflict of interest with regard to the Company's interests. A
        "conflict of interest" exists whenever an individual's private interests
        interfere or conflict in any way (or even appear to interfere or conflict)
        with
        the interests of the Company. A conflict situation can arise when an employee,
        officer or director takes actions or has interests that may make it difficult
        to
        perform his or her Company work objectively and effectively. Conflicts of
        interest may also arise when an employee, officer or director, or members
        of his
        or her family, receives improper personal benefits as a result of his or
        her
        position in the Company, whether received from the Company or a third party.
        Loans to, or guarantees of obligations of employees, officers and directors
        and
        their respective family members may create conflicts of interest. Federal
        law
        prohibits loans to directors and executive officers, except to the extent
        that
        loans by State Bank of Long Island (the “Bank”) are permitted under Regulation
        O. All conflicts of interest must be disclosed immediately.
 
 It
        is
        almost always a conflict of interest for a Company employee to work
        simultaneously for a competitor, customer or **** supplier.
        Company employees, officers and directors are not allowed to work for a
        competitor or to serve as a consultant or board member to a competitor. The
        best
        policy is to avoid any direct or indirect business connection with the Company’s
        customers, suppliers or competitors, except on the Company’s
        behalf.
  
  All
        related-party transactions must be approved by the Audit Committee of the
        Company in accordance with the Audit Committee charter. State and Federal
        banking laws and regulations regarding transactions with insiders must also
        be
        strictly complied with.
 
 Conflicts
        of interest may not always be clear-cut, so if employees, officers and directors
        have a question, they should consult with higher levels of management or
        the
        Company's counsel. Any employee, officer or director who becomes aware of
        a
        conflict or potential conflict should bring it to the attention of a supervisor,
        manager or other appropriate personnel or consult the procedures described
        in
        this Code.
 
 **3.**
              **Corporate
                  Opportunity**
 
 Employees,
        officers and directors are prohibited from (a) taking for themselves personally
        opportunities that properly belong to the Company or are discovered through
        the
        use of corporate property, information or position; (b) using corporate
        property, information or position for personal gain; and (c) competing with
        the
        Company.
 
 Employees,
        officers and directors owe a duty to the Company to advance its legitimate
        interests when the opportunity to do so arises.
 
 **4.**
              **Confidentiality**
 
 Employees,
        officers and directors of the Company must maintain the confidentiality of
        confidential information entrusted to them by the Company or its suppliers
        or
        customers, except when disclosure is authorized by the Company or required
        by
        laws, regulations or legal proceedings. Whenever feasible, employees, officers
        and directors should consult the Office of the Chairman if they believe they
        have a legal obligation to disclose confidential information. Confidential
        information includes all non-public information that might be of use to
        competitors of the Company, or harmful to the Company or its customers if
        disclosed.
 
 **5.**
              **Fair
                  Dealing**
 
 Each
        employee, officer and director should endeavor to deal fairly with the Company's
        customers, suppliers, competitors, officers and employees. None should take
        unfair advantage of anyone through manipulation, conceal-ment, abuse of
        privileged information, misrepresentation of material facts or any other
        unfair
        dealing practice.
 
 The
        Company seeks to outperform its competition fairly and honestly. The Company
        seeks competitive advantages through superior performance, never through
        unethical or illegal business practices. Appropriating proprietary information,
        possessing trade secret information that was obtained without the owner's
        consent, or inducing such disclosures by past or present employees of other
        companies is prohibited.
 
 The
        purpose of business entertainment and gifts in a commercial setting is to
        create
        good will and sound working relationships, not to gain unfair advantage with
        customers. No gift or entertainment should be offered, given, provided or
        accepted by any Company employee, family member of an employee or agent unless
        it: (1) is not a cash **** gift,
        (2)
        is consistent with customary business practices, (3) is not excessive in
        value,
        (4) cannot be construed as a bribe or payoff and (5) does not violate any
        laws
        or regulations. Employees should discuss with their supervisor any gifts
        or
        proposed gifts which they are not certain are appropriate.
 
 See
        Exhibit I, The Bank Bribery Act.
  
  **6.**
              **Protection
                  And Proper Use Of Company
                  Assets**
 
 All
        employees, officers and directors should protect the Company's assets and
        ensure
        their efficient use. Theft, carelessness and waste have a direct impact on
        the
        Company's profitability. All Company assets should be used for legitimate
        business purposes.
 
 All
        of
        the Company's books, records, accounts and financial statements must be
        maintained in reasonable detail, must appropriately reflect the Company’s
        transactions and must conform both to applicable legal requirements and to
        the
        Company's system of internal controls. Unrecorded or "off the books" funds
        or
        assets should not be maintained unless permitted by applicable law or
        regulation.
 
 Records
        should always be retained or destroyed according to the Company's record
        retention policies. In accordance with those policies, in the event of
        litigation or governmental investigation please consult the Office of the
        Chairman.
 
 **7.**
              **Accounting
                  Complaints**
 
 The
        Company's policy is to comply with all applicable financial reporting and
        accounting regulations applicable to the Company. If any employee, officer
        or
        director of the Company has concerns or complaints regarding questionable
        accounting or auditing matters of the Company, then he or she is encouraged
        to
        submit those concerns or complaints (anonymously, confidentially or otherwise)
        to the Audit Committee of the Board of Directors which will, subject to its
        duties arising under applicable laws, regulations and legal
        proceedings,  treat
        such submissions confidentially. Such submissions may be directed to the
        attention of the Audit Committee, or any director who is a member of the
        Audit
        Committee, at the principal executive offices of the Company.
 
 **8.**
              **Reporting
                  Any Illegal Or Unethical
                  Behavior**
 
 Employees
        are encouraged to talk to supervisors, managers or other appropriate personnel
        about observed illegal or unethical behavior and, when in doubt, about the
        best
        course of action in a particular situation. Employees, officers and directors
        who are concerned that violations of this Code or that other illegal or
        unethical conduct by employees, officers or directors of the Company have
        occurred or may occur should either contact their supervisor or superiors.
        If
        they do not believe it appropriate or are not comfortable approaching their
        supervisors or superiors about their concerns or complaints, then they may
        contact either the Office of the Chairman of the Company, or the Audit Committee
        or Governance Committee of State Bancorp, Inc., (see Exhibit II). If their
        concerns or complaints require confidentiality, including keeping their identity
        anonymous, then this confidentiality will be protected, subject to applicable
        law, regulation or legal proceedings.
 
 **9.**
              **No
                  Retaliation**
 
 The
        Company will not tolerate retaliation of any kind by or on behalf of
        the **** Company
        and its employees, officers and directors against good faith reports or
        complaints of violations of this Code or other illegal or unethical
        conduct.
 
 **10.**
              **Public
                  Company Reporting**
 
 As
        a
        public company, it is of critical importance that the Company's filings with
        the
        Securities and Exchange Commission be accurate and timely. Depending on their
        position with the Company, an employee, officer or direc-tor may be called
        upon
        to provide necessary information to assure that the Company's public reports
        are
        complete, fair and understandable. The Company expects employees, officers
        and
        directors to take this responsibility very seriously and to provide prompt
        accurate answers to inquiries related to the Company's public disclosure
        requirements.
 
 **11.**
              **Accountability**
 
 Employees
        will be held accountable for their adherence to this Code of Business Conduct
        and Ethics. Failure to observe its terms may result in disciplinary action,
        up
        to and including termination of employment. Violations of this Code of Business
        Conduct and Ethics may also constitute violations of law and may result in
        civil
        and criminal penalties.
  
  **12.**
              **Amendment,
                  Modification And Waiver**
 
 This
        Code
        may be amended or modified by the Board of Directors and waivers may be granted
        by the Governance Committee of State Bancorp, Inc. Any waivers for directors
        and
        executive officers must be approved by the Board of Directors and are subject
        to
        the disclosure and other provisions of the Securities Exchange Act of 1934,
        and
        the rules thereunder and the applicable rules of the stock exchange or exchanges
        on which the company’s common stock is listed or, if the Company’s common stock
        is not listed on a stock exchange but is listed with NASDAQ, the NASDAQ
        rules.
  
  
 **Your
        Personal Commitment to the Company’s Code of Business Conduct and
        Ethics**
 
 
 I
        acknowledge that I have received and read the State Bancorp, Inc. Code of
        Business Conduct and Ethics and understand my obligations as an employee
        to
        comply with the principles, policies and laws outlined in the Code.
 
 I
        understand that my agreement to comply with the Code of Business Conduct
        and
        Ethics does not constitute a contract of employment.
 
 
 Please
                  sign here:
              
              
              
              Date:Please
                  print your name:
 
 
 This
        signed and completed form must be returned to the Human Resources Department
        within 30 days.
  
  **Exhibit
        I**
 
 
 **The
        Bank Bribery Act**
 
 In
        addition to the prohibitions contained in the Company’s Code of Business Conduct
        and Ethics, bank officials are subject to the prohibitions contained in the
        Bank
        Bribery Amendments Act of 1985 (18 USCA 215) (the “Act”).
 
 Under
        the
        Act whoever (1) corruptly gives, offers, or promises anything of value to
        any
        person, with intent to influence or reward an officer, director, employee,
        agent, or attorney of a financial institution in connection with any business
        or
        transaction of such institution; or (2) as an officer, director, employee,
        agent, or attorney of a financial institution, corruptly solicits or demands
        for
        the benefit of any person, or corruptly accepts or agrees to accept, anything
        of
        value from any person, intending to be influenced or rewarded in connection
        with
        any business or transaction of such institution; shall be fined not more
        than
        $1,000,000 or three times the value of the thing given, offered, promised,
        solicited, demanded, accepted, or agreed to be accepted, whichever is greater,
        or imprisoned not more than 30 years, or both, but if the value of the thing
        given, offered, promised, solicited, demanded, accepted, or agreed to be
        accepted does not exceed $1,000, shall be fined under this title or imprisoned
        not more than one year, or both.
 
 There
        are, however, many instances where a bank official might accept something
        given
        in a manner that was not corrupt or intended to induce a breach of trust.
        These
        include the situations described in Section 5 (Fair Dealing) of the Company’s
        Code of Business Conduct and Ethics.
 
 If
        a bank
        official is offered or receives something of value beyond that which is
        authorized in this code, he or she must disclose that fact to the Bank’s
        Compliance Officer. The Bank will conduct an investigation and prepare a
        written
        report to be maintained in the Bank’s permanent files. A Suspicious Activity
        Report should be filed reporting the incident or law enforcement contacted,
        as
        appropriate.
  
  **Exhibit
        II**
 
 
 **AUDIT
        COMMITTEE COMPLAINT PROCEDURE**
 
 
 This
        policy sets forth the procedures that the Audit Committee of State Bancorp,
        Inc.
        (“the Company”) shall employ with respect to: (A) the receipt, retention and
        treatment of complaints regarding improprieties in the Company’s accounting,
        internal accounting controls or auditing matters; and (B) the confidential,
        anonymous submission by employees of the Company or any of its direct or
        indirect subsidiaries of concerns regarding questionable accounting or auditing
        matters (the matters described in (A) and (B) being hereinafter referred
        to as
“Complaints”).
 
 (1) All
        Complaints shall be submitted in a memorandum to the Chairman of the Audit
        Committee by mailing same to Mr. Arthur Dulik, Jr., Chairman of the Audit
        Committee of State Bancorp, Inc., 4 Lagoon Drive, Copiague, NY 11726 in an
        envelope marked “Confidential” or by calling Mr. Dulik directly at
        631-694-4563.
 
 (2) The
        Chairman of the Audit Committee or his or her designee (who shall be a member
        of
        the Audit Committee) will evaluate each Complaint received by the Audit
        Committee within ten (10) business days of receipt. The Chairman of the Audit
        Committee or his or her designee will make a determination of whether the
        Complaint requires immediate investigation, whether it can be discussed at
        the
        next regularly scheduled meeting of the Audit Committee, or whether it does
        not
        involve the Company’s accounting, internal accounting controls or auditing
        practices and should be reviewed by a party other than the Audit
        Committee.
 
 (3) Each
        Complaint involving the Company’s accounting, internal accounting controls or
        auditing practices will be discussed at a meeting of the Audit Committee’s full
        membership (which may be via telephone) at which point the Audit Committee
        may
        elect to investigate the Complaint in one of the following ways or in another
        agreed upon manner:
 
 (a) the
        Audit
        Committee may choose to investigate the Complaint on its own or with the
        assistance of the Company’s outside counsel;
 
 (b) the
        Audit
        Committee can retain an outside party (other than the Company’s independent
        financial auditor) to investigate the Complaint; or
 
 (c) the
        Audit
        Committee can select a responsible designee within the Company to investigate
        the Complaint, provided that the identity of the complaining employee, if
        known,
        shall not be disclosed to such designee. Under no circumstances will a party
        who
        has direct supervisory control or who may be responsible for the action giving
        rise to the Complaint be charged with its investigation.
 
 The
        designated investigating party will be permitted unfettered reasonable access
        to
        the company, its employees, its documents and its computer systems for purposes
        of conducting the investigation. At the conclusion of its investigation,
        which
        shall be completed no more than sixty (60) days after referral of the Complaint
        (absent good cause warranting an extension), the investigating party will
        be
        responsible for making a full report to the Audit Committee with respect
        to the
        Complaint and to make recommendations for corrective actions, if any, to
        be
        taken by the Company.
 
 The
        Audit
        Committee will then report to the full Board of Directors at its next
        regularly-scheduled meeting with respect to the Complaint and any recommended
        corrective actions. The Company may discipline not only those employees who
        played a role in the improper conduct but also those who should have and
        failed
        to detect the conduct. At no time, however, will there be any retaliation
        by the
        Company against any employee for making a Complaint.
 
 (4) The
        Chairman of the Audit Committee will be responsible for ensuring that all
        Complaints received by the Audit Committee, together with any and all documents
        pertaining to the Audit Committee (or its designee’s) investigation and
        treatment of the Complaint, are retained for at least five years.