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, 2001
                           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 15, 2002, there were 7,735,034 shares of common stock outstanding
and the aggregate market value of common stock of State Bancorp, Inc. held by
nonaffiliates was approximately $135,363,000 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                                            6.

Item  4. Submission of Matters to a Vote of Stockholders              9.

                                      PART II

Item  5. Market for Registrant's Common Stock and
         Related Stockholder Matters                                 10.

Item  6. Selected Consolidated Financial Data                        10.

Item  7. Management's Discussion and Analysis of Financial
         Condition and Results of Operations                         11.

Item  8. Consolidated Financial Statements and
         Supplementary Data                                          11.

Item  9. Changes in and Disagreements with Accountants
         on Accounting and Financial Disclosure                      11.

                                      PART III

Item 10. Directors and Executive Officers of the
         Registrant                                                  12.

Item 11. Executive Compensation                                      12.

Item 12. Security Ownership of Certain Beneficial
         Owners and Management                                       13.

Item 13. Certain Relationships and Related Transactions              13.

                                      PART IV

Item 14. Exhibits, Financial Statement Schedules
         and Reports on Form 8-K                                     13.

         Signatures                                                  17.

         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, 2001.
        Referenced in Parts I and II of the December 31, 2001 Annual Report on
        Form 10-K,  Items 1, 5, 6, 7 and 8.
    (2) The 2002 Proxy  Statement,  dated March 22, 2002.  Referenced in Part
        III of the December 31, 2001 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 2001 Annual Report to
Stockholders.  A discussion on 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 continued 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.


                                      -1-
<PAGE>
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.

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 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, letters of credit and auto loans. In addition, the Bank
provides merchant credit card services, access to annuity products and mutual
funds, a consumer debit card with membership in a national ATM network and,
through an alliance with U.S. Trust Company, the Bank also offers its customers
access to financial planning and wealth management services. The Bank currently
has ATMs at eleven of its thirteen branch locations. The Bank also offers its
retail customers the ability to verify their account balances, effect 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.

                                      -2-

<PAGE>
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.

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 2000.

In 1979, the Bank established 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.  In
1998,  the Bank  established  SB  Portfolio  Management  Corp.  and SB Financial
Services Corp. SB Portfolio Management Corp. manages a portfolio of fixed income
investments  for the Bank while SB Financial  Services  Corp.  provides  balance
sheet   management   services   such  as  interest   rate  risk   modeling   and
asset/liability management reporting along with general advisory services to the
Bank  and  each  of its  subsidiaries.  SB  Portfolio  Management  Corp.  and SB
Financial  Services Corp. are each based in Wilmington,  Delaware.  SB Portfolio
Management  Corp.'s  assets  totaled  $284,000,000  at December 31, 2001,  which
represents  approximately 29 percent of the assets for the consolidated  entity.
Effective February 1, 2001, the Bank purchased all of the issued and outstanding
capital stock of  Studebaker-Worthington  Leasing  Corp.  Studebaker-Worthington
Leasing Corp. has provided business equipment leasing nationwide for over thirty
years,  specializing  in small ticket  leases up to $100,000 for  computers  and
office equipment.

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

The Company employed 292 full-time and part-time officers and employees as of
December 31, 2001.

                                      -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 2001 Annual Report to stockholders.
The Company's statistical information may be found on pages 37 - 42.

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.

The Bank's lending division is located at Two Jericho Plaza, Jericho, N.Y. This
lease expires on March 31, 2007.

                                      -4-

<PAGE>
The Bank operates full service branches at 501 North Broadway,  Jericho, N.Y., 2
Lincoln Avenue,  Rockville Centre, N.Y., 580 East Jericho Turnpike,  Huntington,
N.Y., 740 Veterans  Memorial  Highway,  Hauppauge,  N.Y., 339 Nassau  Boulevard,
Garden City South,  N.Y.,  135 South  Street,  Oyster Bay,  N.Y.,  4250 Veterans
Memorial Highway, Holbrook, N.Y., 27 Smith Street, Farmingdale,  N.Y., 234 Route
25A, East Setauket,  N.Y., 222 Old Country Road,  Mineola,  N.Y.,  75-20 Astoria
Boulevard,  Jackson  Heights,  N.Y. and 49-01 Grand  Avenue,  Maspeth,  N.Y. The
Jericho lease expires on October 31, 2011 and contains two  twelve-year  renewal
options.  The  Rockville  Centre  lease  expires  on May  31,  2005  and has one
five-year renewal option.  The Huntington lease expires on December 31, 2004 and
has one five-year  renewal  option.  The Bank's data  processing  center is also
located in the Huntington facility. The Hauppauge lease expires on June 30, 2005
and contains two ten-year renewal options. The Holbrook lease expires on October
31, 2002 and contains two five-year renewal options.  The Farmingdale lease also
expires on October 31, 2002 and it has three five-year renewal options. The East
Setauket lease expires on May 31, 2005 and it has two five-year renewal options.
The lease in Mineola expires on April 30, 2010 and contains one ten-year and two
five-year renewal options. The lease in Jackson Heights expires May 31, 2006 and
has two five-year  renewal options.  The lease in Maspeth expires April 30, 2006
and also contains two five-year  renewal options.  The Bank received approval to
open two full service  branches in 2002 at 21-31 46th Avenue,  Long Island City,
N.Y. and 960 Port Washington  Boulevard,  Port Washington,  N.Y. The Long Island
City lease expires  January 31, 2006 and contains one five-year  renewal option.
The lease in Port  Washington  expires  January 29, 2012 and has five  five-year
renewal  options.  The Garden City South and Oyster Bay  facilities are owned by
the Company.

Studebaker-Worthington  Leasing  Corp.  is  located at 100  Jericho  Quadrangle,
Jericho, N.Y. Studebaker-Worthington Leasing Corp.'s lease expires September 30,
2005 and has no renewal options. The Company's Delaware  facilities,  located at
1403 Foulk  Road,  Wilmington,  Delaware,  have leases that expire June 30, 2002
with one-year renewal options.

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.

                                      -5-

<PAGE>
ITEM 3.  LEGAL PROCEEDINGS
The Bank is involved in a number of legal proceedings related to Island Mortgage
Network, Inc. ("IMN") and certain related entities, which held deposit accounts
at the Bank during portions of 1999 and 2000. IMN and its related entities were
principally engaged in offering and providing mortgages to consumers. IMN was
licensed by the Banking Department of the State of New York (the "Banking
Department"), and various entities related to IMN were reportedly licensed to
operate in a large number of other jurisdictions across the United States. IMN
apparently financed its operations in significant part through the use of loans
and/or revolving lines of credit provided by lenders ("Warehouse Lenders") that
were not related to the Bank.

On June 30, 2000, the Banking Department suspended IMN's license to engage in
mortgage banking activities. On July 19, 2000, IMN and its publicly held parent
company, AppOnline.com, Inc. ("AppOnline"), filed a petition under Chapter 11 of
the Bankruptcy Code in the Eastern District of New York. On July 28, 2000,
certain Warehouse Lenders filed an involuntary bankruptcy petition against
Action Abstract, Inc. ("Action Abstract"), an entity to which they apparently
had regularly wired funds in connection with their dealings with IMN. Bankruptcy
cases are also ongoing as to several other entities related or allegedly related
to IMN. The Chapter 11 Trustee of the estates of IMN, AppOnline and Action
Abstract has obtained an order substantively consolidating all of those
bankruptcy cases.

In the course of the bankruptcy cases, it has been alleged that IMN and its
affiliates engaged in a widespread pattern of fraud directed at the Warehouse
Lenders, title agents, closing companies and others with whom IMN and its
affiliates regularly dealt. The office of the United States Attorney for the
Eastern District of New York ("USAO") has been conducting an inquiry into the
manner in which IMN and its affiliates conducted their operations, which had
included an examination of the relationship between IMN and its affiliated
entities and the Bank. As the Bank had expected, the USAO has determined that
based on the information it has to date it does not currently intend to seek an
indictment against the Bank or any of its officers or employees for conduct
relating to IMN. The Bank's representatives have also been in contact with the
Banking Department and the Federal Deposit Insurance Corporation and will
continue to work with them to address any questions or concerns they might have.

The Bank has been named (along with other defendants) in lawsuits related to the
activities of IMN and related companies. In certain of these litigations, the
Bank was named as a defendant merely because monies in dispute were located in
accounts at the Bank. In the remainder, while each complaint is somewhat
different, the principal common allegation against the Bank is that it knew or
should have known that the manner in which IMN and its affiliates were managing
certain accounts was improper, and that the Bank's actions in this regard aided
and abetted a fraudulent scheme by IMN and its affiliates. The six such cases
currently pending against the Bank are as follows:


                                      -6-
<PAGE>

--   Imperial Warehouse Finance, Inc. v. Action Abstract, Inc., et al.,
     -----------------------------------------------------------------
Case No. 00 Civ. 3933, Eastern District of New York.


--   Blanton, et al. v. IMN Financial Corp., et al., Adv. Proc. No. 01-8096,
     ----------------------------------------------
Bankruptcy Court for the Eastern District of New York.


--   Moritz, et al. v. National Settlement Services Corp., et al.,
     ------------------------------------------------------------
Civil Action No. 3:00 CV 426 MU, Western District of North Carolina.


--   Duboff, et al. v. Island Mortgage Network, Inc., et al.,
     -------------------------------------------------------
Index No. 10738/00, Supreme Court of the State of New York.


--   First American Title Insurance Co. v. State Bank of Long Island,
     ---------------------------------------------------------------
Index No. 13438/01, Supreme Court of the State of New York.


 --  Broward Title Co. v. Alan Jacobs, et al., Adv. Proc. No. 01-8181,
     ----------------------------------------
Bankruptcy Court for the Eastern District of New York.

In addition, the Chapter 11 Trustee appointed in the IMN bankruptcy cases and a
number of other Warehouse Lenders have threatened to pursue their own claims
against the Bank related to the Bank's dealings with IMN and its affiliates. The
Bank is defending these lawsuits vigorously, and management believes that the
Bank has substantial defenses to the claims that have been threatened or
asserted to date. However, the ultimate outcome of these lawsuits cannot be
predicted with certainty. The Bank's legal fees and expenses will be
significant, and those costs, in addition to any costs associated with settling
the IMN-related litigations or satisfying any adverse judgments, could have a
material adverse effect on the Bank's results of operations or financial
position. The Bank is continuing to explore the extent to which insurance
coverage may be available to defray some of the costs associated with the
IMN-related litigations, and the Bank is also investigating the extent to which
it may have counterclaims against plaintiffs in those litigations, cross-claims
against co-defendants, and claims against non-parties.

The Company and the Bank are subject to other legal proceedings and claims that
arise in the ordinary course of business. In the opinion of management, the
amount of ultimate liability, if any, with respect to such matters will not
materially affect future operations.

                                      -7-
<PAGE>
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, 2001.


                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
         (a)      Incorporated herein by reference is the Company's 2001 Annual
                  Report to Stockholders. The Company's common stock market data
                  for the past three years may be found on page 43 thereof.

         (b)      At December 31, 2001, the approximate number of equity
                  stockholders were as follows:
                       (1)                                      (2)
                  Title of Class                     Number of Record Holders
                  --------------                     ------------------------
                  Common Stock                                 1,422

         (c)      Annual cash dividends of 54, 48, and 44 cents per share,
                  restated to give retroactive effect to stock dividends and
                  splits, were paid in 2001, 2000, and 1999, respectively. The
                  Company paid 5%, 8% and 6% stock dividends in 2001, 2000, and
                  1999, 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 2001 Annual
                  Report to Stockholders. The Company's selected financial data
                  for the last five years may be found on page 1.

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


                                      -8-
<PAGE>
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS
         (a)      Incorporated herein by reference is the Company's 2001 Annual
                  Report to Stockholders. Management's Discussion and Analysis
                  of Financial Condition and Results of Operations may be found
                  on pages 25 - 36.

         (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, 2001, 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 2001 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 2001 Annual Report to Stockholders for the Company's audited
Consolidated Statements of Income, Cash Flows and Stockholders' Equity and
Comprehensive Income (Loss) for each of the three years in the period ended
December 31, 2001. These items may be found on pages 10 - 12.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE
         NONE


                                      -9-
<PAGE>
                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
         (a)      Incorporated herein by reference is the Company's 2002 Proxy
                  Statement, dated March 22, 2002. The identification of the
                  directors of the Company may be found on pages 11 and 12.

         (b)      Incorporated herein by reference is the Company's 2002 Proxy
                  Statement, dated March 22, 2002. The identification of the
                  executive officers of the Company may be found under
                  "Principal Officers" on page 3.

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

ITEM 11. EXECUTIVE COMPENSATION
Incorporated herein by reference is the Company's 2002 Proxy Statement, dated
March 22, 2002. Management remuneration may be found on pages 4 and 5.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Incorporated herein by reference is the Company's 2002 Proxy Statement, dated
March 22, 2002. Security ownership of certain beneficial owners and management
may be found on pages 15 and 16.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated herein by reference is the Company's 2002 Proxy Statement, dated
March 22, 2002. Certain relationships and related transactions may be found on
page 11 and 12.


                                      -10-

<PAGE>
                                     PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)      Financial Statements
         Included in the 2001 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, 2001 and 2000.

         -   Consolidated Statements of Income for the years ended
             December 31, 2001, 2000 and 1999.

         -   Consolidated Statements of Cash Flows for the years ended
             December 31, 2001, 2000 and 1999.

         -   Consolidated  Statements of Stockholders'  Equity and Comprehensive
             Income (Loss) for the years ended December 31, 2001, 2000 and 1999.


                                      -11-
<PAGE>
         Notes to Consolidated Financial Statements

         - Summary of Significant Accounting and Reporting Policies (1)

         - Acquisition of Leasing Company (2)

         - Securities Held to Maturity and Securities Available for Sale (3)

         - Loans - Net (4)

         - Bank Premises and Equipment - Net (5)

         - Other Assets (6)

         - Lines of Credit and Borrowed Funds (7)

         - Income Taxes (8)

         - Incentive Stock Option Plans (9)

         - Employee Benefit Plans (10)

         - Commitments and Contingent Liabilities (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.

                                      -12-

<PAGE>
(c)  Exhibits

Exhibit
No.      Item                             Method of Filing

(3)      Articles of incorporation
         and By-Laws

         a) Articles of                   Incorporated by reference from exhibit
            incorporation                 B to the Company's Registration
                                          Statement on 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, 1997
                                          Form 10-K.

(4)      Instruments defining the         Pages 22-28 of the above referenced
         rights of security holders       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'                Incorporated by reference from exhibit
             incentive retirement         10c to the Company's December 31, 1986
             plan                         Form 10-K.

         b) (ii) Agreements of            Incorporated by reference from exhibit
             participants                 10b (ii) to the Company's December 31,
             surrendering their           1992 Form 10-K.
             rights under the
             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) Change of control         Incorporated by reference from exhibit
             agreement no. 1              10e to the Company's  December 31,
                                          1997 Form 10-K.



                                      -13-
<PAGE>
         e) (ii) Change of control        Incorporated by reference from exhibit
             agreement no. 2              10e to the Company's  December 31,
                                          1997 Form 10-K.

         e) (iii) Change of control       Incorporated by reference from exhibit
             agreement no. 3              10e to the Company's  December 31,
                                          1997 Form 10-K.

         e) (iv) Change of control        Incorporated by reference from exhibit
             agreement no. 4              10e to the Company's  December 31,
                                          1997 Form 10-K.

         e) (v) Change of control         Incorporated by reference from exhibit
             agreement no. 5              10e to the Company's  December 31,
                                          1997 Form 10-K.

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

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

         h) Deferred compensation         Incorporated by reference from exhibit
            agreement                     10h to the Company's  December 31,
                                          1995 Form 10-K.

         i) 1999 Incentive Stock          Incorporated by reference from exhibit
            Option Plan                   10i to the Company's  December 31,
                                          1998 Form 10-K.

         j) (i) 1998 Directors' Stock     Incorporated by reference from exhibit
            Plan                          10j to the Company's  December 31,
                                          1999 Form 10-K.

         j) (ii) 1998 Directors' Stock    Incorporated by reference from exhibit
            Plan Amendment No. 1          10j to the Company's  December 31,
                                          2000 Form 10-K.


(13)     Annual report to                 Filed herein.
         stockholders

(23)     Independent Auditors'            Filed herein.
         Consent



                                      -14-

<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., Chairman
                                         -----------------------------------
                                          Thomas F. Goldrick, Jr., Chairman

                                Date:            March 26, 2002
                                         -----------------------------------

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                   3/26/02
-------------------------    (Principal Executive Officer)           -------
Thomas F. Goldrick, Jr.

s/Daniel T. Rowe             President                               3/26/02
----------------                                                     -------
Daniel T. Rowe

s/Richard W. Merzbacher      Vice Chairman                           3/26/02
-----------------------                                              -------
Richard W. Merzbacher

s/Brian K. Finneran          Secretary                               3/26/02
-------------------          (Principal Financial Officer)           -------
Brian K. Finneran

s/Gary Holman                Vice Chairman of the Board              3/26/02
-------------                                                        -------
Gary Holman

s/J. Robert Blumenthal       Director                                3/26/02
----------------------                                               -------
J. Robert Blumenthal

s/Carl R. Bruno              Director                                3/26/02
---------------                                                      -------
Carl R. Bruno

s/Thomas E. Christman        Director                                3/26/02
---------------------                                                -------
Thomas E. Christman

s/Arthur Dulik, Jr.          Director                                3/26/02
-------------------                                                  -------
Arthur Dulik, Jr.

s/Joseph F. Munson           Director                                3/26/02
------------------                                                   -------
Joseph F. Munson

s/John F. Picciano           Director                                3/26/02
------------------                                                   -------
John F. Picciano

s/Suzanne H. Rueck           Director                                3/26/02
------------------                                                   -------
Suzanne Rueck

s/Jeffrey S. Wilks           Director                                3/26/02
------------------                                                   -------
Jeffrey S. Wilks


                                       -15-