Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Hillebrand James A
2. Date of Event Requiring Statement (Month/Day/Year)
01/24/2005
3. Issuer Name and Ticker or Trading Symbol
S Y BANCORP INC [SYI]
(Last)
(First)
(Middle)
7217 FOX HARBOR ROAD
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Vice President
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

PROSPECT, KY 40059
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 289.9523
D
 
Common Stock 2,292.56
I
by 401k-fbo James Hillebrand
Common Stock 782.793
I
by ESOP - fbo James Hillebrand
Common Stock 1,384.38
I
by 401k - fbo Lynn HIllebrand
Common Stock 615.984
I
by ESOP - fbo Lynn Hillebrand

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Option (Right to Buy) 01/03/1998 01/03/2007 Common Stock 2,000 $ 7.25 D  
Option (Right to Buy) 01/08/1999 01/08/2008 Common Stock 4,000 $ 10.25 D  
Option (Right to Buy) 04/20/2000 04/20/2009 Common Stock 2,200 $ 11.9688 D  
Option (Right to Buy) 01/07/2001 01/07/2010 Common Stock 2,400 $ 10.5 D  
Option (Right to Buy) 12/21/2001 12/21/2010 Common Stock 3,400 (1) $ 10.315 D  
Option (Right to Buy) 12/27/2002 12/27/2011 Common Stock 2,800 (1) $ 16.8 D  
Option (Right to Buy) 12/17/2003 12/17/2012 Common Stock 3,000 (1) $ 19.55 D  
Option (Right to Buy) 12/16/2004 12/16/2013 Common Stock 3,000 (1) $ 21.18 D  
Option (Right to Buy) 12/14/2005 12/14/2014 Common Stock 6,000 (1) $ 23.95 D  
Option (Right to Buy) 01/07/2001 01/07/2010 Common Stock 320 (1) $ 10.5 I Wife
Option (Right to Buy) 12/21/2001 12/21/2010 Common Stock 800 (1) $ 10.315 I Wife
Option (Right to Buy) 12/27/2002 12/27/2011 Common Stock 1,320 (1) $ 16.8 I Wife
Option (Right to Buy) 12/17/2003 12/17/2012 Common Stock 1,440 (1) $ 19.55 I Wife
Option (Right to Buy) 12/16/2004 12/16/2013 Common Stock 1,600 (1) $ 21.18 I Wife

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hillebrand James A
7217 FOX HARBOR ROAD
PROSPECT, KY 40059
      Executive Vice President  

Signatures

//James A. Hillebrand 01/24/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These options vest 20 % per year

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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