SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

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


                   For the fiscal year ended December 31, 1996
                           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
                                -----    -----

As of March 21, 1997,  there were 5,118,429  shares of common stock  outstanding
and the aggregate  market value of common stock of State  Bancorp,  Inc. held by
nonaffiliates was approximately  $83,174,000 based upon the last trade per share
known to Management.


<PAGE>



                               STATE BANCORP, INC.
                                    Form 10-K

                                      INDEX

                                      PART I                            Page 
                                      ------                            ---- 

Item  1.          Business

                  General                                                 1.
                  Statistical Information                                 4.

Item  2.          Properties                                              4.

Item  3.          Legal Proceedings                                       5.

Item  4.          Submission of Matters to a Vote of Stockholders         5.

                                      PART II
                                      -------

Item  5.          Market for Registrant's Common Stock and
                  Related Stockholder Matters                             6.

Item  6.          Selected Consolidated Financial Data                    6.

Item  7.          Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                     7.

Item  8.          Consolidated Financial Statements and
                  Supplementary Data                                      7.

Item  9.          Changes in and Disagreements with Accountants
                  on Accounting and Financial Disclosure                  7.

                                      PART III
                                      --------

Item 10.          Directors and Executive Officers of the
                  Registrant                                              8.

Item 11.          Executive Compensation                                  8.

Item 12.          Security Ownership of Certain Beneficial
                  Owners and Management                                   9.

Item 13.          Certain Relationships and Related Transactions          9.

                                      PART IV
                                      -------

Item 14.          Exhibits, Financial Statement Schedules
                  and Reports on Form 8-K                                 9.

                  Signatures                                             13.

                  Exhibits


<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE

Listed  hereunder are the documents  incorporated  by reference and the parts of
the Form 10-K into which such documents are incorporated:

     (1)  The Annual  Report to  Stockholders  for the year ended  December  31,
          1996.  Referenced  in Parts I and II of the  December  31, 1996 Annual
          Report on Form 10-K, Items 1, 5, 6, 7 and 8.
   
     (2)  The 1997 Proxy Statement, dated March 28, 1997. Referenced in Part III
          of the December 31, 1996 Annual Report on Form 10-K,  Items 10, 11, 12
          and 13.

                                     PART I
                                     ------

ITEM 1.           BUSINESS

General
-------

Incorporated  herein  by  reference  is the  Company's  1996  Annual  Report  to
Stockholders.  A discussion of the  organization and nature of operations may be
found on page 13.

State Bancorp, Inc. (the "Company") was incorporated under the laws of the State
of New York on November 18, 1985. The  acquisition by the Company of 100% of the
outstanding  shares of State Bank of Long  Island (the  "Bank"),  on a share for
share basis, was consummated as of the close of business on June 24, 1986.

The  Company  has no other  subsidiaries  and does not engage in any  activities
other than  acting as holding  company  for the  common  stock of the Bank.  The
business  of the  Company is  conducted  through the Bank,  which  continues  to
conduct its business in the same manner and from the same offices as it had done
before the effective date of the reorganization.  The Bank, therefore,  accounts
for all of the consolidated assets and revenues of the Company.

The Company is subject to  supervision  and regulation by the Board of Governors
of the Federal Reserve System  ("Federal  Reserve  Board")  pursuant to the Bank
Holding  Company  Act of 1956,  as  amended.  The Bank is  subject  to  periodic
examination  and regulation by the State of New York Banking  Department and the
Federal Deposit Insurance Corporation.

                                      -1-
<PAGE>

The Bank was  organized  in 1966 and is the  only  independent  commercial  bank
headquartered  in New  Hyde  Park.  It  provides  general  banking  services  to
residents  and  businesses  located  substantially  in the eastern end of Queens
County,  Nassau County and the western end of Suffolk  County.  It offers a full
range of deposit products including  checking,  fixed and variable rate savings,
time,  money market and IRA and Keogh accounts.  Credit services offered include
commercial  mortgages,  commercial and installment  loans,  home equity lines of
credit,  residential  mortgages and auto loans.  In addition,  the Bank provides
merchant credit card services,  access to annuity products and offers a consumer
debit card with  membership  in a national ATM network.  The Bank  currently has
ATMs at five of its seven  branch  locations.  The Bank also  offers  its retail
customers the ability to verify their account balances, affect transfers between
accounts  and  access  current  deposit  and loan  rates  through  an  automated
telephone voice response system.  Commercial customers can also access this same
system or they may utilize Business Direct Access (BDA), the Company's real-time
cash  management  system.  Through BDA,  business and  municipal  customers  can
perform all of the foregoing  transactions  as well as initiate wire  transfers,
ACH payments and stop payment orders from a personal computer.

There is strong  competition  in the area  serviced by the Bank from branches of
several savings banks and savings and loan associations,  as well as branches of
the major New York City banks.  Of these,  the Bank is  considerably  smaller in
size than virtually all of its commercial competitors, and approximates the size
of  only  one or two  of its  thrift  competitors.  Nonetheless,  the  Bank  has
demonstrated   the  ability  to  compete   profitably   with  larger   financial
institutions.

                                      - 2 -

<PAGE>

The Bank's  business is not of a seasonal  nature nor does it depend on one or a
few  large  customers  for its  existence.  The Bank  does not have any  foreign
commitments, with the exception of letters of credit issued on behalf of several
of its  depositors.  The Bank's  nature and  conduct of business  have  remained
unchanged since year-end 1995.

In 1979,  the Bank  established  the New Hyde Park Leasing  Corporation to lease
various types of commercial equipment.  During 1994, the Bank established SB ORE
Corp. to hold  foreclosed  property  acquired in connection  with  extensions of
credit.  Total  operating  income  and  income  before  income  taxes  of  these
subsidiaries  are less  than  ten  percent  of the  respective  amounts  for the
consolidated entity.

Compliance with provisions regulating environmental controls will have no effect
upon the capital expenditures, earnings or competitive position of the Company.

The Company  employed 180 full-time  and part-time  officers and employees as of
December 31, 1996.


                                      - 3 -

<PAGE>

Statistical Information
-----------------------
Statistical  information is furnished  pursuant to the  requirements  of Guide 3
(Statistical  Disclosure  by  Bank  Holding  Companies)  promulgated  under  the
Securities Act of 1933.

Incorporated  by reference is the Company's 1996 Annual Report to  stockholders.
The Company's statistical information may be found on pages 34 - 40.

ITEM 2.           PROPERTIES

The main  office of the  Company is located  at the  Bank's  main  branch at 699
Hillside  Avenue,  New Hyde  Park,  N.Y.  The lease on the land used by the Bank
expires  on March 27,  2009 and  contains  an option to renew for an  additional
ten-year period.

Effective November 1996, the Bank's lending division was consolidated from three
locations  into one at Two Jericho  Plaza,  Jericho,  N.Y. This lease expires on
March 31, 2007. The Bank also maintains a Regional Financial Center at 2 Lincoln
Avenue, Rockville Centre, N.Y. The Rockville Centre lease expires on October 31,
1997.  Facilities  located in Lake Success (Triad IV), N.Y. and Jericho (Jericho
Atrium),  N.Y.,  formerly  occupied by lending division  personnel,  have leases
scheduled  to expire  on March 31 and May 31,  1997,  respectively.  The Bank no
longer occupies either of these locations.

The Bank operates full service  branches at 501 North Broadway,  Jericho,  N.Y.;
580 East Jericho  Turnpike,  Huntington,  N.Y.; 740 Veterans  Memorial  Highway,
Hauppauge,  N.Y.; 339 Nassau  Boulevard,  Garden City South,  N.Y. and 135 South
Street,  Oyster  Bay,  N.Y.  The Jericho  lease  expires on October 31, 2011 and
contains a twelve-year  renewal option. The Huntington lease expires on December
31, 1999 and has two five-year renewal options.  The Bank's operations center is
also located in the Huntington  facility.  The Hauppauge  lease expires June 30,
2005 and contains two ten-year renewal options. The Garden City South and Oyster
Bay facilities are owned by the Company.

                                      -4-
<PAGE>

The fixtures and equipment contained in these operating  facilities are owned or
leased by the Bank. The Company considers that all of its premises, fixtures and
equipment are adequate for the conduct of its business.

ITEM 3.           LEGAL PROCEEDINGS

Neither the Company  nor the Bank is a party to any pending  legal  proceedings,
other than ordinary,  routine litigation  incidental to the banking business. In
the opinion of  management,  liabilities,  if any,  resulting from these matters
would  not  have  a  material  adverse  effect  on  the  consolidated  financial
statements of the Company or the Bank.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF  STOCKHOLDERS 

There were no matters  submitted  to a vote of  stockholders  during the quarter
ended December 31, 1996.

                                      - 5 -

<PAGE>

                                     PART II
                                     -------

ITEM 5.   MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

     (a)  Incorporated  herein by reference is the Company's  1996 Annual Report
          to  Stockholders.  The Company's common stock market data for the past
          three  years  may be  found on page 40  thereof,  below  the  Selected
          Quarterly Financial Data.

     (b)  At December 31, 1996, the  approximate  number of equity  stockholders
          were as follows:

               (1)                                     (2)
  
          Title of Class                     Number of Record Holders
          --------------                     ------------------------
           Common Stock                               1,268

     (c)  Annual cash  dividends of 44, 52, and 27 cents per share,  restated to
          give retroactive  effect to stock dividends,  were paid in 1996, 1995,
          and 1994,  respectively.  Annual stock  dividends were paid in each of
          1996, 1995 and 1994 at rates of 8%, 10% and 10%,  respectively.  It is
          the Company's  expectation  that dividends will continue to be paid in
          the future.

ITEM 6.   SELECTED CONSOLIDATED FINANCIAL DATA

     (a)  Incorporated  herein by reference is the Company's  1996 Annual Report
          to Stockholders.  The Company's five year summary of operations may be
          found on page 41.

     (b)  Additional  years  are not  considered  necessary  to keep  the  above
          referenced summary from being misleading.


                                      - 6 -

<PAGE>

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

     (a)  Incorporated  herein by reference is the Company's  1996 Annual Report
          to  Stockholders.  Management's  Discussion  and Analysis of Financial
          Condition and Results of Operations may be found on pages 24 - 33.

     (b)  There are no known trends or any known demands, commitments, events or
          uncertainties  which will result in, or which are reasonably likely to
          result in, the Company's liquidity increasing,  or decreasing,  in any
          material way.

     (c)  As of December 31, 1996, the Company had no material  commitments  for
          capital expenditures.

ITEM 8.   CONSOLIDATED  FINANCIAL  STATEMENTS AND SUPPLEMENTARY  DATA

     Incorporated  herein by reference is the  Company's  1996 Annual  Report to
Stockholders.  The Company's audited Consolidated Balance Sheets as of the close
of the last two years may be found on page 9.  Reference  again is made to State
Bancorp,  Inc.'s 1996 Annual Report to  Stockholders  for the Company's  audited
Statements of Consolidated  Earnings,  Cash Flows and  Stockholders'  Equity for
each of the three years in the period ended  December 31, 1996.  These items may
be found on pages 10 - 12.

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

          NONE

                                      - 7 -

<PAGE>

                                    PART III
                                    --------

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
       
     (a)  Incorporated   herein  by  reference  is  the  Company's   1997  Proxy
          Statement,  dated March 28, 1997. The  identification of the directors
          of the Company may be found on pages 11 - 12.

     (b)  Incorporated   herein  by  reference  is  the  Company's   1997  Proxy
          Statement,  dated March 28, 1997. The  identification of the executive
          officers of the Company may be found  under  "Principal  Officers"  on
          page 2.

          There exists no family relationships between any director or executive
          officer.

ITEM 11.  EXECUTIVE COMPENSATION

Incorporated  herein by reference is the Company's 1997 Proxy  Statement,  dated
March 28, 1997. Management remuneration may be found on page 3.


                                      - 8 -

<PAGE>

ITEM  12.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

Incorporated  herein by reference is the Company's 1997 Proxy  Statement,  dated
March 28, 1997.  Security  ownership of certain beneficial owners and management
may be found on page 14.

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Incorporated  herein by reference is the Company's 1997 Proxy  Statement,  dated
March 28, 1997. Certain  relationships and related  transactions may be found on
page 10.

                                     PART IV
                                     -------

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     (a)  Financial   Statements   Included  in  the  1996   Annual   Report  to
          Stockholders  of State Bancorp,  Inc. and enclosed  herewith,  are the
          following financial statements and notes thereon:

          -   Consolidated Balance Sheets as of December 31, 1996 and 1995.
         
          -   Statements of  Consolidated  Earnings for the years ended December
              31, 1996, 1995 and 1994.
         
          -   Statements of Consolidated Cash Flows for the years ended December
              31, 1996, 1995 and 1994.
         
          -   Consolidated  Statements  of  Stockholders'  Equity  for the years
              ended December 31, 1996, 1995 and 1994.
        
          Notes to Consolidated Financial Statements

                                      - 9 -

<PAGE>

          -   Summary of Significant Accounting and Reporting Policies (1)
          -   Securities Held to Maturity and Securities Available for Sale (2)
          -   Loans - Net (3)
          -   Bank Premises and Equipment - Net (4)
          -   Other Assets (5)
          -   Lines of Credit (6)
          -   Income Taxes (7)
          -   Incentive Stock Option Plans (8)
          -   Employee Benefit Plans (9)
          -   Commitments and Contingent Liabilities (10)
          -   Effect of New Accounting Pronouncements (11)
          -   State Bancorp, Inc. (Parent Company Only) (12)
          -   Financial Instruments with Off-Balance Sheet Risk (13)
          -   Disclosures About Fair Value of Financial Instruments (14)
          -   Regulatory Matters (15)
     
          Independent Auditors' Report
    
          Schedules  are  omitted  because  they are not  applicable  or because
          required information is shown in the consolidated financial statements
          or the notes thereto.

          (b)  No reports on Form 8-K were filed  during the last quarter of the
               period covered by this report.

                                      -10-
<PAGE>

(c)      Exhibits

Ex-
hibit
No.   Item                           Method of Filing
---   ----                           ----------------

(3)  Articles of incorporation and   Incorporated by reference from exhibit B to
     by-laws                         the Company's Registration Statement on
     a) Articles of incorporation    Form S-4, file No. 33-2958, Filed February
                                     3, 1986.
 
     b) By-laws,  as  amended        Incorporated by reference from exhibit 3b 
                                     to the Company's December 31, 1995 Form 
                                     10-K.

(4)  Instruments  defining  the      Pages 22-28 of the above 
     rights of security  holders     referenced Registration Statement.

(10) Material contracts

     a)  Deferred compensation       Incorporated  by reference  from exhibit 
         plan                        10b to the Company's  December 31, 1986
                                     Form 10-K.

     b)  (i) Directors' incentive    Incorporated  by reference  from exhibit 
         retirement plan             10c to the Company's  December 31, 1986
                                     Form 10-K.

     b)  (ii) Agreements of          Incorporated  by reference  from exhibit
         participants surrendering   10b (ii) to the Company's  December 31,
         their rights under the      1992 Form 10-K.
         directors' incentive
         retirement plan.
 
     b)  (iii) Agreements of         Incorporated  by reference from exhibit 
         participants modifying      10b (iii) to the Company's  December 31,
         agreements described in     1995 Form 10-K.
         item b) (ii)

     c)  1987 incentive stock        Incorporated  by reference  from exhibit
         option plan, as amended     10c to the Company's  December 31, 1991
                                     Form 10-K.                                 

     d)  1994 incentive stock        Incorporated  by reference  from exhibit
         option plan                 10d to the Company's  December 31, 1993
                                     Form 10-K.

     e) (i) Executive severance      Incorporated  by reference  from exhibit
         plan no.1                   10f to the Company's  December 31, 1987
                                     Form 10-K.

     e) (ii) Executive severance     Incorporated  by reference  from exhibit
         plan no.2                   10d to the Company's  December 31, 1990
                                     Form 10-K.

     e) (iii) Executive severance    Incorporated  by reference from exhibit
         plan no.3                   10e (iii) to the Company's  December 31,
                                     1995 Form 10-K. 

                                     - 11 -

<PAGE>

     e) (iv) Executive severance     Incorporated  by reference  from exhibit
         plan no.4                   10e (iv) to the Company's  December 31,
                                     1995 Form 10-K.

     e) (v) Executive severance      Incorporated by reference from exhibit
         plan no.5                   10e (v) to the Company's December 31,
                                     1995 Form 10-K.

     f)  State Bank of Long Island   Incorporated  by reference  from exhibit 
         401k retirement plan and    10g to the Company's  December 31, 1987
         trust                       Form 10- K.

     g)  State Bancorp, Inc.         Incorporated  by reference  from exhibit
         employee stock ownership    10g to the Company's  December 31, 1987
         plan                        Form 10- K.
 
     h)  Deferred compensation       Incorporated  by reference  from exhibit
         agreement                   10h to the Company's  December 31, 1995
                                     Form 10- K.

(13) Annual report to stockholders   Filed herein 

(24) Independent Auditors' Consent   Filed herein


                                     - 12 -

<PAGE>

                                   SIGNATURES
                                   ----------

Pursuant to the requirements of Section 13 or 15d of the Securities Exchange Act
of 1934,  the  Registrant has duly caused this report to be signed on its behalf
by the undersigned,


                                             STATE BANCORP, INC.

                         By:      s/Thomas F. Goldrick, Jr.
                                  -----------------------------------------
                                  Thomas F. Goldrick, Jr., Chairman & C.E.O.

                         Date:              March 25, 1997
                                  -----------------------------------------


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
on the dates indicated.

Signature                           Title                             Date
---------                           -----                             ----

s/Thomas F. Goldrick, Jr.           Chairman of the Board             3/25/97
-------------------------
Thomas F. Goldrick, Jr.             (Principal Executive Officer)

s/Daniel T. Rowe                    President                         3/25/97
-------------------------
Daniel T. Rowe                      

s/Richard W. Merzbacher             Vice Chairman                     3/25/97
-------------------------
Richard W. Merzbacher

s/Brian K. Finneran                 Secretary                         3/25/97
-------------------------
Brian K. Finneran                   (Principal Financial Officer)

s/Gary Holman                       Vice Chairman of the Board        3/25/97
-------------------------
Gary Holman

s/J. Robert Blumenthal              Director                          3/25/97
-------------------------
J. Robert Blumenthal

s/Carl R. Bruno                     Director                          3/25/97
-------------------------
Carl R. Bruno

s/Arthur Dulik, Jr.                 Director                          3/25/97
-------------------------
Arthur Dulik, Jr.

s/Robert J. Grady                   Director                          3/25/97
-------------------------
Robert J. Grady

s/Joseph F. Munson                  Director                          3/25/97
-------------------------
Joseph F. Munson

s/Raymond M. Piacentini             Director                          3/25/97
-------------------------
Raymond M. Piacentini

s/John F. Picciano                  Director                          3/25/97
-------------------------
John F. Picciano

s/Suzanne Rueck                     Director                          3/25/97
-------------------------
Suzanne Rueck

                                      -13-