SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                Amendment No. 1

               X   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
             -----
                       THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2002
                                             -----------------
                           Commission File No. 0-14874

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

                               STATE BANCORP, INC.
                               -------------------
             (Exact name of registrant as specified in its charter)

         New York                                                11-2846511
         --------                                                ----------
         (State or other jurisdiction of                    (I.R.S. Employer
          incorporation or organization)                     Identification No.)

         699 Hillside Avenue
         New Hyde Park, N.Y.                                    11040
         -------------------                                    -----
         (Address of principal                                  (Zip Code)
          executive offices)

        Registrant's telephone number including area code: (516) 437-1000
                                                           --------------
        Securities registered pursuant to Section 12(b) of the Act: NONE
                                                                    ----

        Securities registered pursuant to Section 12(g)of the Act:

                         Common Stock ($5.00 par value)
                         ------------------------------
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
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
requirement for the past 90 days.
                                 Yes  X   No
                                     ---      ---

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
                                 Yes  X   No
                                     ---      ---
As of June 28, 2002, there were 8,142,703 shares of common stock outstanding and
the aggregate market value of common stock of State Bancorp, Inc. held by
nonaffiliates was approximately $142,904,000 as computed using the closing
market price of the stock reported by the American Stock Exchange on June 28,
2002.

As of March 21, 2003, there were 8,025,998 outstanding shares of State Bancorp,
Inc. common stock.
<PAGE>


                              STATE BANCORP, INC.
                                   Form 10-K/A
                                Amendment No. 1
                                      INDEX


PART III
--------

Item 12.          Security Ownership of Certain Beneficial Owners and
                  Management and Related Stockholder Matters


PART IV
-------

Item 15.          Exhibits, Financial Statement Schedules and Reports on
                  Form 8-K


SIGNATURES
----------


CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT
---------------------------------------------------------------
<PAGE>

                                    PART III
                                    --------

ITEM 12.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
                  AND RELATED STOCKHOLDER MATTERS

Additionally, information about the Company's equity compensation plans may be
found below:
<TABLE>
<CAPTION>


                                                                                                   Number of securities
                                     Number of securities             Weighted-average            remaining available for
                                       to be issued upon              exercise price of            future issuance under
                                    exercise of outstanding         outstanding options,            equity compensation
                                 options, warrants and rights        warrants and rights        plans (excluding securities
                                              (a)                            (b)                 reflected in column (a))
                                                                                                            (c)

         Plan Category
----------------------------------------------------------------------------------------------------------------------------
<S>                              <C>                             <C>                            <C>



Equity compensation plans                 646,799                        $13.32                         655,378
approved by security holders
----------------------------------------------------------------------------------------------------------------------------
Equity compensation plans not               5,752 (1)                      N/A                          126,524 (2)
approved by security holders
----------------------------------------------------------------------------------------------------------------------------
Total                                     652,551                        $13.32                         781,902
----------------------------------------------------------------------------------------------------------------------------

<FN>

1) Represents share credits pursuant to the Directors' Stock Plan.  Incorporated
by reference is the Company's 2002 Annual Report to Stockholders.  A description
of the Company's Directors' Stock Plan may be found on page 24.

2) All securities are available under the Directors'  Stock Plan. The Directors'
Stock  Plan  provides   that  in  the  event  of  any  merger,   reorganization,
consolidation,  recapitalization, stock split, stock dividend or other change in
corporate  structure  affecting the Company stock, the aggregate number of share
credits which may be awarded under the  Directors'  Stock Plan and the number of
share  credits  subject to the awards  already  granted  shall be  increased  or
decreased proportionately, as the case may be.

</FN>
</TABLE>
<PAGE>


                                     PART IV
                                     -------

ITEM 15.          EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
                  FORM 8-K

         (c)      Exhibits

Exhibit
-------
No.      Item                             Method of Filing
---      ---------------------------      -------------------------------------

(99.1)   Certification Pursuant to        Filed herein.
         18 U.S.C. Section 1350, as
         Adopted Pursuant to Section
         906 of the Sarbanes-Oxley
         Act of 2002





                                   SIGNATURES

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

                                STATE BANCORP, INC.


                                By:      s/Brian K. Finneran
                                         -----------------------------------
                                         Brian K. Finneran, Secretary/Treasurer
                                         (Principal Financial Officer)

                                Date:    May 7, 2003

<PAGE>
        CERTIFICATION PURSUANT TO RULE 13A-14 OR 15D-14 OF THE SECURITIES
         EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE
                           SARBANES-OXLEY ACT OF 2002

I, Thomas F. Goldrick, Jr., Chairman and Chief Executive Officer of the Company,
certify that:

1. I have reviewed this Annual Report on Form 10-K of State Bancorp, Inc.;

2. Based on my knowledge, this Annual Report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this Annual
Report;

3. Based on my knowledge, the financial statements, and other financial
information included in this Annual Report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this Annual Report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this Annual Report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
Annual Report (the "Evaluation Date"); and

c) presented in this Annual Report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
Annual Report whether or not there were significant changes
in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.

5/7/03                                      s/Thomas F. Goldrick, Jr.
--------                                    ----------------------------------
Date                                        Thomas F. Goldrick, Jr.,
                                            Chairman and Chief Executive Officer



<PAGE>
        CERTIFICATION PURSUANT TO RULE 13A-14 OR 15D-14 OF THE SECURITIES
         EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE
                           SARBANES-OXLEY ACT OF 2002

I, Brian K. Finneran, Secretary/Treasurer and Principal Financial Officer of
the Company,
certify that:

1. I have reviewed this Annual Report on Form 10-K of State Bancorp, Inc.;

2. Based on my knowledge, this Annual Report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this Annual
Report;

3. Based on my knowledge, the financial statements, and other financial
information included in this Annual Report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this Annual Report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this Annual Report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
Annual Report (the "Evaluation Date"); and

c) presented in this Annual Report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
Annual Report whether or not there were significant changes
in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.

5/7/03                                    s/Brian K. Finneran
--------                                  ----------------------------------
Date                                      Brian K. Finneran, Secretary/Treasurer
                                          (Principal Financial Officer)