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, 1998
                           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 19, 1999,  there were 6,596,471  shares of common stock  outstanding
and the aggregate  market value of common stock of State  Bancorp,  Inc. held by
nonaffiliates was approximately $118,736,000 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,  1998.  Referenced  in Parts I and II of the  December 31,
                  1998 Annual Report on Form 10-K, Items 1, 5, 6, 7 and 8.

         (2)      The 1999 Proxy Statement,  dated March 25, 1999. Referenced in
                  Part III of the December 31, 1998 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  1998  Annual  Report  to
Stockholders.  A discussion on the  organization and nature of operations may be
found on page 14.

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

                                       1
<PAGE>

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 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,  letters of credit and auto loans. In addition,
the Bank provides merchant credit card services,  access to annuity products,  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 five of its nine 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.

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

                                       2 
<PAGE>

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 1995.

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. provides investment management
services to 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. 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 202 full-time  and part-time  officers and employees as of
December 31, 1998.

                                       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 1998 Annual Report to  stockholders.
The Company's statistical information may be found on pages 38 - 44.

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.

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. and 27 Smith Street,  Farmingdale,  N.Y. The
Jericho  lease  expires on October 31, 2011 and contains a  twelve-year  renewal
option.  The  Rockville  Centre lease expires on May 31, 2000 and has no renewal
options. The Huntington lease expires on December 31, 2003 and has one five-year
renewal option.  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 Holbrook lease expires on October 31, 2002 and contains two
five-year  renewal  options.  The Farmingdale  lease also expires on October 31,
2002

                                        4
<PAGE>

and it has three five-year renewal options. The Garden City South and Oyster Bay
facilities are owned by the Company.

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, 1998.


                                       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 1998 Annual Report to
         Stockholders. The Company's common stock market data for the past three
         years may be found on page 44 thereof.

    (b)  At  December  31,  1998,  the  approximate  number  of  equity
         stockholders were as follows:

              (1)                                                  (2)
         Title of Class                                 Number of Record Holders
         --------------                                 ------------------------
         Common Stock                                             1,325

   (c)   Annual  cash  dividends  of 52,  42,  and 35 cents per  share,
         restated to give  retroactive  effect to stock  dividends  and
         splits, were paid in 1998, 1997, and 1996,  respectively.  The
         Company paid a 5% stock  dividend in 1998,  declared a six for
         five stock  split in 1997 and paid a stock  dividend  of 8% in
         1996.  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 1998 Annual
         Report to  Stockholders.  The  Company's  five year summary of
         operations may be found on page 44.


    (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 1998 Annual
         Report to Stockholders.  Management's  Discussion and Analysis
         of Financial  Condition and Results of Operations may be found
         on pages 25 - 37.

    (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,  1998,   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  1998 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 10. Reference  again is made to
State Bancorp,  Inc.'s 1998 Annual  Report to  Stockholders  for the  Company's
audited Statements of Consolidated Earnings, Cash Flows and Stockholders' Equity
and Comprehensive Income for each of the three years in the period ended
December 31, 1998.  These items may be found on pages 11 - 13.

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  1999 Proxy
         Statement,  dated March 25, 1999.  The  identification  of the
         directors of the Company may be found on pages 11 - 12.

     (b) Incorporated  herein by reference is the Company's  1999 Proxy
         Statement,  dated March 25, 1999.  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 1999 Proxy  Statement,  dated
March 25, 1999. 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 1999 Proxy  Statement,  dated
March 25, 1999.  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 1999 Proxy  Statement,  dated
March 25, 1999. 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 1998 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, 1998 and 1997.

         -   Consolidated Statements of Income for the years ended  December
             31, 1998, 1997 and 1996.

         -   Consolidated Statements of Cash Flows for the years ended December
             31, 1998, 1997 and 1996.

         -   Consolidated Statements of Stockholders' Equity and Comprehensive
             Income for the years ended December 31, 1998, 1997 and 1996.


                                        9
<PAGE>

         Notes to Consolidated Financial Statements
         -   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 and Borrowed Funds (6)
         -   Income Taxes (7)
         -   Incentive Stock Option Plans (8)
         -   Employee Benefit Plans (9)
         -   Commitments and Contingent Liabilities (10)
         -   State Bancorp, Inc. (Parent Company Only) (11)
         -   Financial Instruments with Off-Balance Sheet Risk (12)
         -   Disclosures About Fair Value of Financial Instruments (13)
         -   Regulatory Matters (14)

         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) A report on Form 8-K was filed on  December  30,  1998 which  indicated
         that the  Company's  Board of  Directors  authorized  an increase in it
         stock  repurchase  program  under  which the Company may buy back up to
         200,000   shares  of  its  common   stock.   This   amount   represents
         approximately three percent of the company's

                                       10
<PAGE>

         current shares outstanding.  The Board had previouly authorized the
         repurchase of up to 50,000 shares at its February 1998 meeting.

     (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.

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

                                       11
<PAGE>

        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) (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           Filed herein.
           Option Plan.

(13)     Annual report to                 Filed herein.
         stockholders          

(23)     Independent Auditors'            Filed herein.
         Consent





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

                                   Date:                March 22, 1999         
                                            -----------------------------------

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                   3/22/99 
-------------------------    (Principal Executive Officer)           -------
Thomas F. Goldrick, Jr.      

s/Daniel T. Rowe             President                               3/22/99 
----------------                                                     -------
Daniel T. Rowe

s/Richard W. Merzbacher      Vice Chairman                           3/22/99 
-----------------------                                              -------
Richard W. Merzbacher

s/Brian K. Finneran          Secretary                               3/22/99 
-------------------          (Principal Financial Officer)           -------
Brian K. Finneran            

s/Gary Holman                Vice Chairman of the Board              3/22/99 
-------------                                                        -------
Gary Holman

s/J. Robert Blumenthal       Director                                3/22/99 
----------------------                                               -------
J. Robert Blumenthal

s/Carl R. Bruno              Director                                3/22/99 
---------------                                                      -------
Carl R. Bruno

s/Arthur Dulik, Jr.          Director                                3/22/99 
-------------------                                                  -------
Arthur Dulik, Jr.

s/Joseph F. Munson           Director                                3/22/99 
------------------                                                   -------
Joseph F. Munson

s/Raymond M. Piacentini      Director                                3/22/99 
-----------------------                                              -------
Raymond M. Piacentini

s/John F. Picciano           Director                                3/22/99 
------------------                                                   -------
John F. Picciano

s/Suzanne H. Rueck           Director                                3/22/99 
------------------                                                   -------
Suzanne Rueck

                                       13