STATE BANCORP INC
10-Q, 1999-11-15
STATE COMMERCIAL BANKS
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10Q

     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

               For the quarterly period ended: SEPTEMBER 30, 1999

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

                       For the transition period from      to    .


                               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, NEW YORK 11040
               --------------------------------------------------
               (Address of principal executive offices) (Zip Code)


                                  (516) 437-1000
                                  ---------------
               (Registrant's telephone number, including area code)



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
requirements for the past 90 days.

                               Yes   X       No
                                   -----        -----

As of October 28, 1999, there were 6,987,578 shares of Common Stock outstanding.

<PAGE>

                               STATE BANCORP, INC.

                                    FORM 10-Q

                                      INDEX



PART I.      FINANCIAL INFORMATION                                          Page
                                                                            ----
Item 1.      Consolidated Financial Statements

Consolidated Balance Sheets - September 30, 1999 and December 31, 1998
     (Unaudited)                                                              1.

Consolidated  Statements of Income for the Three and Nine Months Ended
     September 30, 1999 and 1998 (Unaudited)                                  2.

Consolidated Statements of Cash Flows for the Nine Months Ended September 30,
     1999 and 1998 (Unaudited)                                                3.

Consolidated Statements of Stockholders' Equity and Comprehensive Income
     for the Nine Months Ended September 30, 1999 and 1998 (Unaudited)        4.

Notes to Unaudited Consolidated Financial Statements                          5.

Item 2.      Management's Discussion and Analysis of Financial
             Condition and Results of Operations                              8.


PART II.      OTHER INFORMATION

Item 1.      Legal Proceedings - None                                        N/A

Item 2.      Changes in Securities - None                                    N/A

Item 3.      Defaults upon Senior Securities - None                          N/A

Item 4.      Submission of Matters to a Vote of Security Holders - None      N/A

Item 5.      Other Information - None                                        N/A

Item 6.      Exhibits and Reports on Form 8-K - None                         N/A

SIGNATURES                                                                   16.

<PAGE>

- -----------------------------------------------------
ITEM 1 - FINANCIAL STATEMENTS
- -----------------------------------------------------
- -----------------------------------------------------
STATE BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1999 AND DECEMBER 31, 1998 (UNAUDITED)
- -----------------------------------------------------
- -----------------------------------------------------
ASSETS:                                                   1999          1998
- ----------------------------------------------------- -----------  -------------
CASH AND DUE FROM BANKS                               $16,591,462   $19,274,435

SECURITIES:
  HELD TO MATURITY (ESTIMATED FAIR VALUE -
    $1,239,581 IN 1999 AND $2,526,401 IN 1998)          1,231,835     2,516,035
  AVAILABLE FOR SALE - AT ESTIMATED FAIR VALUE        406,381,567   279,338,611
                                                     ------------- -------------
TOTAL SECURITIES                                      407,613,402   281,854,646

LOANS - NET OF ALLOWANCE FOR POSSIBLE LOAN LOSSES
  ($6,960,709 IN 1999 AND $5,788,440 IN 1998)         458,940,675   414,847,940
BANK PREMISES AND EQUIPMENT - NET                       3,597,219     3,878,013
OTHER ASSETS                                           19,061,420    12,838,476
- --------------------------------------------------   ------------- -------------
TOTAL ASSETS                                         $905,804,178  $732,693,510
- --------------------------------------------------   ============= =============

- --------------------------------------------------
LIABILITIES:
- --------------------------------------------------
DEPOSITS:
  DEMAND                                             $139,811,432  $125,327,460
  SAVINGS                                             173,175,797   195,614,058
  TIME                                                365,995,622   276,079,430
                                                     ------------- -------------
TOTAL DEPOSITS                                        678,982,851   597,020,948

FEDERAL FUNDS PURCHASED                                12,700,000           -
SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE        100,484,875    34,529,000
OTHER SHORT-TERM BORROWINGS                            50,000,000    35,000,000
ACCRUED EXPENSES, TAXES AND OTHER LIABILITIES           5,950,997     5,285,670

- --------------------------------------------------   ------------- -------------
TOTAL LIABILITIES                                     848,118,723   671,835,618
- --------------------------------------------------   ------------- -------------

- --------------------------------------------------
STOCKHOLDERS' EQUITY:
- --------------------------------------------------
PREFERRED STOCK, $.01 PAR VALUE, AUTHORIZED
  250,000 SHARES                                              -             -
COMMON STOCK, $5.00 PAR VALUE, AUTHORIZED
  20,000,000 SHARES; ISSUED 7,064,170 SHARES IN 1999
  AND 6,988,940 SHARES IN 1998; OUTSTANDING 6,973,527
  SHARES IN 1999 AND 6,902,866 SHARES IN 1998          35,320,850    32,966,700
SURPLUS                                                29,344,989    24,236,479
RETAINED EARNINGS                                       3,269,969     4,866,852
TREASURY STOCK                                           (488,375)     (188,375)
ACCUMULATED OTHER COMPREHENSIVE INCOME                 (9,235,104)     (364,710)
UNEARNED COMPENSATION                                    (526,874)     (659,054)

- --------------------------------------------------   ------------- -------------
TOTAL STOCKHOLDERS' EQUITY                             57,685,455    60,857,892
- --------------------------------------------------   ------------- -------------

- --------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY           $905,804,178  $732,693,510
- --------------------------------------------------   ============= =============
                                      (1)

<PAGE>
- ------------------------------------------------------------
ITEM 1 - FINANCIAL STATEMENTS (CONTINUED)
- ------------------------------------------------------------
<TABLE>
- -----------------------------------------------------------------------------
STATE BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (UNAUDITED)
- -----------------------------------------------------------------------------
<CAPTION>
                                                              ---------------------------------  ---------------------------------
                                                                        THREE MONTHS                          NINE MONTHS
                                                              ---------------------------------  ---------------------------------
                                                              ---------------   ---------------  -----------------   -------------
                                                                    1999              1998             1999               1998
                                                              ---------------   ---------------  -----------------   -------------

- ------------------------------------------------
INTEREST INCOME:
- ------------------------------------------------
<S>                                                           <C>                <C>             <C>                 <C>
LOANS                                                         $ 10,397,512       $  9,178,208    $  29,415,506       $  27,141,603
FEDERAL FUNDS SOLD AND SECURITIES
 PURCHASED UNDER AGREEMENTS TO RESELL                               68,280            701,042          792,568           2,691,801
SECURITIES HELD TO MATURITY AND
 SECURITIES AVAILABLE FOR SALE:

   STATES AND POLITICAL SUBDIVISIONS                               629,580            664,848          980,825           1,755,117
   MORTGAGE-BACKED SECURITIES                                      409,759            506,014        1,335,651           2,011,044
   GOVERNMENT AGENCY SECURITIES                                  4,466,677          2,267,091       11,495,154           6,908,746
   OTHER SECURITIES                                                 42,803             48,168          128,331             144,155
                                                              ------------       ------------    -------------       -------------
TOTAL INTEREST INCOME                                           16,014,611         13,365,371       44,148,035          40,652,466
                                                              ------------       ------------    -------------       -------------
- ------------------------------------------------
INTEREST EXPENSE:
- ------------------------------------------------
TIME CERTIFICATES OF DEPOSIT OF $100,000 OR MORE                 3,894,232          3,196,241        9,636,800           9,531,181
OTHER DEPOSITS AND TEMPORARY BORROWINGS                          2,891,398          2,973,358        7,849,027           9,182,912
                                                              ------------       ------------    -------------       -------------
TOTAL INTEREST EXPENSE                                           6,785,630          6,169,599       17,485,827          18,714,093
                                                              ------------       ------------    -------------       -------------
NET INTEREST INCOME                                              9,228,981          7,195,772       26,662,208          21,938,373
PROVISION FOR POSSIBLE LOAN LOSSES                                 750,000            450,000        2,250,000           1,350,000
                                                              ------------       ------------    -------------       -------------
NET INTEREST INCOME AFTER PROVISION
 FOR POSSIBLE LOAN LOSSES                                        8,478,981          6,745,772       24,412,208          20,588,373
                                                              ------------       ------------    -------------       -------------
- ------------------------------------------------
OTHER INCOME:
- ------------------------------------------------
SERVICE CHARGES ON DEPOSIT ACCOUNTS                                427,209            302,833        1,064,957             862,590
NET SECURITY LOSSES                                               (106,889)           (13,877)        (164,358)            (58,100)
OTHER OPERATING INCOME                                             231,477             84,517          721,182             327,859
                                                              ------------       ------------    -------------       -------------
TOTAL OTHER INCOME                                                 551,797            373,473        1,621,781           1,132,349
                                                              ------------       ------------    -------------       -------------
INCOME BEFORE OPERATING EXPENSES                                 9,030,778          7,119,245       26,033,989          21,720,722
                                                              ------------       ------------    -------------       -------------
- ------------------------------------------------
OPERATING EXPENSES:
- ------------------------------------------------
SALARIES  AND  OTHER  EMPLOYEE  BENEFITS                         3,170,334          2,737,565        9,402,290           8,226,343
OCCUPANCY                                                          440,819            444,951        1,331,518           1,287,629
EQUIPMENT                                                          202,458            166,836          598,311             519,421
MARKETING AND ADVERTISING                                          144,000            119,000          432,000             347,000
DEPOSIT  ASSESSMENT  FEES                                           36,686             35,389          111,524             108,461
AMORTIZATION  OF  INTANGIBLES                                        9,035              9,034           27,103              74,520
OTHER  OPERATING  EXPENSES                                       1,102,312            934,238        3,175,726           2,830,588
                                                              ------------       ------------    -------------       -------------
TOTAL OPERATING EXPENSES                                         5,105,644          4,447,013       15,078,472          13,393,962
                                                              ------------       ------------    -------------       -------------
INCOME BEFORE INCOME TAXES                                       3,925,134          2,672,232       10,955,517           8,326,760
PROVISION FOR INCOME TAXES                                       1,169,784            880,068        3,382,494           2,845,541
- ------------------------------------------------              ------------       ------------    -------------       -------------
NET INCOME                                                    $  2,755,350       $  1,792,164    $   7,573,023       $   5,481,219
- ------------------------------------------------              ------------       ------------    -------------       -------------
- ------------------------------------------------
BASIC EARNINGS PER COMMON SHARE                               $       0.39       $       0.26    $        1.09       $        0.80
- ------------------------------------------------              ------------       ------------    -------------       -------------
- ------------------------------------------------
DILUTED EARNINGS PER COMMON SHARE                             $       0.39       $       0.25    $        1.07       $        0.78
- ------------------------------------------------              ------------       ------------    -------------       -------------
- ------------------------------------------------
AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                                       6,984,444          6,888,261        6,955,978           6,855,278
- ------------------------------------------------              ------------       ------------    -------------       -------------
</TABLE>
                                      (2)

<PAGE>
- ----------------------------------------------------------------
ITEM 1 - FINANCIAL STATEMENTS (CONTINUED)
- ----------------------------------------------------------------
- ----------------------------------------------------------------
STATE BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (UNAUDITED)
- ----------------------------------------------------------------
- ----------------------------------------------------  -----------   ------------
OPERATING ACTIVITIES:                                     1999           1998
- ----------------------------------------------------  -----------   ------------
  NET INCOME                                           $7,573,023    $5,481,219
  ADJUSTMENTS TO RECONCILE NET INCOME TO NET
   CASH PROVIDED BY OPERATING ACTIVITIES:
    PROVISION FOR POSSIBLE LOAN LOSSES                  2,250,000     1,350,000
    DEPRECIATION AND AMORTIZATION OF BANK
       PREMISES AND EQUIPMENT                             606,450       494,254
    AMORTIZATION OF INTANGIBLES                            27,103        74,520
    (ACCRETION) AMORTIZATION OF NET (DISCOUNT)
       PREMIUM ON SECURITIES                             (229,171)      769,145
    AMORTIZATION OF UNEARNED COMPENSATION                 190,991       315,748
    NET SECURITY LOSSES                                   164,358        58,100
    GAIN ON SALE OF OTHER REAL ESTATE OWNED ("OREO")      (39,086)          -
    (INCREASE) DECREASE IN OTHER ASSETS                (1,492,119)    1,240,849
    INCREASE IN ACCRUED EXPENSES, TAXES
       AND OTHER LIABILITIES                              538,567       366,657
                                                     ------------   ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES               9,590,116    10,150,492
                                                     ------------   ------------
- -----------------------------------------------------
INVESTING ACTIVITIES:
- -----------------------------------------------------
  PROCEEDS FROM MATURITIES OF SECURITIES HELD
     TO MATURITY                                        2,278,700    13,441,950
  PURCHASES OF SECURITIES HELD TO MATURITY               (994,500)   (6,531,200)
  PROCEEDS FROM SALES OF SECURITIES AVAILABLE
     FOR SALE                                         229,857,009   360,615,464
  PROCEEDS FROM MATURITIES OF SECURITIES AVAILABLE
     FOR SALE                                          65,871,633   238,408,002
  PURCHASES OF SECURITIES AVAILABLE FOR SALE         (436,408,820) (551,700,977)
  INCREASE IN LOANS - NET                             (46,342,735)  (12,309,785)
  PROCEEDS FROM SALE OF OREO                              112,798           -
  PURCHASES OF BANK PREMISES AND EQUIPMENT - NET         (325,656)     (425,678)
                                                     ------------   ------------
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES  (185,951,571)   41,497,776
                                                     ------------   ------------
- -----------------------------------------------------
FINANCING ACTIVITIES:
- -----------------------------------------------------
  DECREASE IN DEMAND AND SAVINGS DEPOSITS              (7,954,289)   (7,308,597)
  INCREASE IN TIME DEPOSITS                            89,916,192     5,062,384
  INCREASE (DECREASE) IN FEDERAL FUNDS PURCHASED       12,700,000    (6,000,000)
  INCREASE (DECREASE) IN SECURITIES SOLD UNDER
     AGREEMENTS TO REPURCHASE                          65,955,875   (14,318,000)
  INCREASE (DECREASE) IN OTHER SHORT-TERM
     BORROWINGS                                        15,000,000   (12,000,000)
  CASH DIVIDENDS PAID                                  (2,419,678)   (2,515,802)
  PROCEEDS FROM SHARES ISSUED UNDER DIVIDEND
     REINVESTMENT PLAN                                    560,952       669,088
  PROCEEDS FROM STOCK OPTIONS EXERCISED                   219,430       253,948
  PURCHASE OF TREASURY STOCK                             (300,000)          -
                                                     ------------   ------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES   173,678,482   (36,156,979)
                                                     ------------   ------------
- -----------------------------------------------------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS   (2,682,973)   15,491,289
- -----------------------------------------------------
- -----------------------------------------------------
CASH AND CASH EQUIVALENTS - JANUARY 1                  19,274,435    60,932,820
- -----------------------------------------------------
- ----------------------------------------------------- -----------   ------------
CASH AND CASH EQUIVALENTS - SEPTEMBER 30              $16,591,462   $76,424,109
- ----------------------------------------------------- -----------   ------------
- -----------------------------------------------------
SUPPLEMENTAL DATA:
- -----------------------------------------------------
     INTEREST PAID                                    $17,199,803   $18,578,316
     INCOME TAXES PAID                                 $3,955,000    $3,518,592
     TRANSFER FROM LOANS TO OREO                              -        $325,000
     ADJUSTMENT TO UNREALIZED NET LOSS ON SECURITIES
        AVAILABLE FOR SALE                           ($13,702,033)   $1,047,456
     DIVIDENDS DECLARED BUT NOT PAID AS OF QUARTER
        END                                              $907,246      $778,704
                                      (3)
<PAGE>
- --------------------------------------------------------
ITEM 1 - FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------
<TABLE>
- -----------------------------------------------------------------------------
STATE BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
AND COMPREHENSIVE INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (UNAUDITED)
- -----------------------------------------------------------------------------
<CAPTION>
                                                                                  ACCUMULATED
                                                                                        OTHER
                                                                                      COMPRE-    UNEARNED                   COMPRE-
                                       COMMON                 RETAINED   TREASURY     HENSIVE     COMPEN-                   HENSIVE
                                        STOCK      SURPLUS    EARNINGS      STOCK      INCOME      SATION        TOTAL       INCOME
                                        -----      -------    --------      -----      ------      ------        -----       ------
<S>                               <C>          <C>          <C>         <C>         <C>         <C>        <C>          <C>
BALANCE,  JANUARY 1,  1999        $32,966,700  $24,236,479  $4,866,852  ($188,375)  ($364,710)  ($659,054) $60,857,892

COMPREHENSIVE INCOME:
NET INCOME                                                   7,573,023                                       7,573,023  $ 7,573,023
                                                                                                                         ----------
OTHER COMPREHENSIVE INCOME,
NET OF TAX:
UNREALIZED HOLDING LOSSES
 ARISING DURING THE PERIOD                                                                                               (8,836,285)
RECLASSIFICATION ADJUSTMENT
 FOR GAINS INCLUDED IN NET INCOME                                                                                           (34,109)
                                                                                                                         ----------
 TOTAL OTHER COMPREHENSIVE INCOME                                                  (8,870,394)              (8,870,394)  (8,870,394)
                                                                                                                         ----------
TOTAL COMPREHENSIVE INCOME                                                                                              ($1,297,371)
                                                                                                                         ----------
CASH DIVIDEND
 ($0.37 PER SHARE)                                          (2,546,439)                                     (2,546,439)

6% STOCK DIVIDEND (398,404 SHARES
 AT MARKET VALUE)                   1,992,020    4,631,447  (6,623,467)                                            -

SHARES ISSUED UNDER THE DIVIDEND
 REINVESTMENT PLAN (36,880 SHARES
 AT 95% OF MARKET VALUE)              184,400      376,552                                                     560,952

STOCK OPTIONS EXERCISED               177,730       41,700                                                     219,430

TREASURY STOCK PURCHASED                                                 (300,000)                            (300,000)

AMORTIZATION OF UNEARNED
 COMPENSATION                                       58,811                                        132,180      190,991
                                  -----------  -----------  ----------  --------- ------------  ---------- ------------
- -----------------------------
BALANCE,  SEPTEMBER 30,  1999     $35,320,850  $29,344,989  $3,269,969  ($488,375)($9,235,104)  ($526,874) $57,685,455
- -----------------------------
                                  -----------  -----------  ----------  --------- ------------  ---------- ------------
BALANCE,  JANUARY 1,  1998        $30,970,630  $18,457,388  $6,567,744         -    ($215,067)  ($850,432) $54,930,263

COMPREHENSIVE INCOME:
NET INCOME                                                   5,481,219                                       5,481,219  $ 5,481,219
                                                                                                                         ----------
OTHER COMPREHENSIVE INCOME,
NET OF TAX:
UNREALIZED HOLDING GAINS ARISING
  DURING THE PERIOD                                                                                                         697,523
RECLASSIFICATION ADJUSTMENT
  FOR GAINS INCLUDED IN NET INCOME                                                                                          (22,404)
                                                                                                                         ----------
  TOTAL OTHER COMPREHENSIVE INCOME                                                    675,119                  675,119      675,119
                                                                                                                         ----------
TOTAL COMPREHENSIVE INCOME                                                                                               $6,156,338
                                                                                                                        -----------
CASH DIVIDEND
 ($0.37 PER SHARE)                                          (2,563,979)                                     (2,563,979)

5% STOCK DIVIDEND (312,332 SHARES
 AT MARKET VALUE)                   1,561,660    4,997,312  (6,558,972)                                            -

SHARES ISSUED UNDER THE DIVIDEND
 REINVESTMENT PLAN (31,102 SHARES
 AT 95% OF MARKET VALUE)              155,510      513,578                                                     669,088

STOCK OPTIONS EXERCISED               204,695       49,253                                                     253,948

AMORTIZATION OF UNEARNED
   COMPENSATION                                    172,227                                        143,521      315,748
                                  ------------ -----------  ----------  ----------  ----------  ---------- -----------
- -----------------------------
BALANCE,  SEPTEMBER 30,  1998     $32,892,495  $24,189,758  $2,926,012         -     $460,052   ($706,911) $59,761,406
- -----------------------------     ------------ -----------  ----------  ----------  ----------  ---------- -----------
</TABLE>
                                      (4)
<PAGE>
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
- ----------------------------------------------------


FINANCIAL STATEMENT PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
- --------------------------------------------------------------------

In the opinion of the management of State  Bancorp,  Inc. (the  "Company"),  the
preceding unaudited  consolidated  financial statements contain all adjustments,
consisting  of  normal  accruals,  necessary  for a  fair  presentation  of  its
consolidated financial condition as of September 30, 1999 and December 31, 1998,
its consolidated  earnings for the nine months ended September 30, 1999 and 1998
and cash flows and changes in stockholders'  equity and comprehensive income for
the nine months ended September 30, 1999 and 1998. The results of operations for
the nine months ended September 30, 1999 are not  necessarily  indicative of the
results of operations to be expected for the remainder of the year.  For further
information,  refer  to the  consolidated  financial  statements  and  footnotes
thereto  included  in the  Company's  1998 annual  report on Form 10-K.  Certain
amounts have been reclassified to conform with the current year's presentation.


STOCKHOLDERS' EQUITY

The Company has 250,000  shares of preferred  stock  authorized.  No shares were
issued as of September 30, 1999.

Stock held in treasury by the Company is  accounted  for using the cost  method,
which  treats  stock held in  treasury  as a  reduction  to total  stockholders'
equity.

In connection  with the rights  offering in July 1996, the Bank's Employee Stock
Option  Plan (the  "ESOP")  borrowed  $1,200,000  from the  Company to  purchase
133,560  (adjusted for stock dividends and splits) of the Company's  shares.  As
such, the Company  recognizes a deduction from  stockholders'  equity to reflect
the unearned  compensation for the shares. The unearned ESOP shares,  pledged as
collateral  for the  ESOP  loan,  are held in a  suspense  account  and  legally
released for allocation  among the participants as principal and interest on the
loan is repaid  annually.  Shares are committed to be released  monthly from the
suspense account,  and the Company recognizes  compensation expense equal to the
current market price of the common shares. As of September 30, 1999, 74,917
shares have been released from the suspense account and are considered
outstanding for earnings per share computations.

During 1998,  the Company  adopted the Financial  Accounting  Standards  Board's
Statement  of  Financial  Accounting  Standards  ("SFAS")  No.  130,  "Reporting
Comprehensive  Income."  SFAS No.  130  requires  an  entity  to  present,  as a
component  of  comprehensive  income,  the amounts from  transactions  and other
events  which  currently  are  excluded  from the  statement  of income  and are
recorded directly to stockholders'  equity.  The adoption of SFAS No. 130, which
concerns  disclosure  standards  only,  did not have a  material  impact  on the
Company's financial position and results of operations.


EARNINGS PER SHARE

Basic earnings per common share is computed based on the weighted average number
of shares  outstanding.  Diluted  earnings  per share is  computed  based on the
weighted average number of shares outstanding, increased by the number of common

                                      (5)
<PAGE>
shares  that are  assumed  to have been  purchased  with the  proceeds  from the
exercise of stock options (treasury stock method).  These purchases were assumed
to have been made at the average  market price of the common stock.  The average
market  price is based on the average  closing  bid price for the common  stock.
Retroactive  recognition has been given for stock dividends and splits,  as well
as for the adoption of SFAS No. 128, "Earnings Per Share."

For the Nine Months Ended September 30,                   1999              1998
- ---------------------------------------                   ----              ----
Net income                                          $7,573,023        $5,481,219
Average dilutive stock options outstanding             200,281           229,942
Average exercise price per share                         $4.87             $6.44
Average market price -  diluted basis                   $16.25            $21.34
Average common shares outstanding                    6,955,978         6,855,278
Increase in shares due to exercise of options -
diluted basis                                          103,422           142,189
                                                   -----------        ----------
Adjusted common shares outstanding -  diluted        7,059,400         6,997,467
                                                   ===========        ==========
Net income per share-basic                               $1.09             $0.80
                                                   ===========        ==========
Net income per share-diluted                             $1.07             $0.78
                                                   ===========        ==========

UNREALIZED NET GAIN (LOSS) ON SECURITIES AVAILABLE FOR SALE

Securities available for sale are stated at estimated fair value, and unrealized
gains and losses are excluded from earnings and reported as a separate component
of stockholders'  equity until realized.  Securities held to maturity are stated
at amortized cost. Management designates each security, at the time of purchase,
as either  available  for sale or held to  maturity  depending  upon  investment
objectives, liquidity needs and intent.


LOANS

As a result of the  Company's  evaluation  of impaired  loans,  an allowance for
possible loan losses of approximately $769,000 and $1,420,000 was established
for $4,481,474 and $8,352,709 of the total impaired loans at September 30, 1999
and December 31, 1998, respectively, with the balance of impaired loans
requiring no specific allowance. The total average impaired loan balance was
$5,817,324 for the quarter ended September 30, 1999 and $8,437,893 for the year
ended December 31, 1998. Total impaired loans amounted to $5,812,500 and
$8,662,116 at September 30, 1999 and December 31, 1998, respectively. At
September 30, 1999, all impaired loans are collateral-dependent loans, and are
measured based on the fair value of the underlying collateral. Total interest
income recognized for impaired, nonaccrual and  restructured loans was $8,400
and $8,106 for the three months ended September 30, 1999 and 1998, respectively,
and $36,099 and $197,432 for the nine months ended September 30, 1999 and 1998,
respectively.

                                      (6)
<PAGE>

Activity in the allowance for possible loan losses for the nine months ended
September 30, 1999 and 1998 is as follows:
                                                      1999             1998
                                                      ----             ----
Balance, January 1                              $5,788,440       $5,123,651
Provision charged to income                      2,250,000        1,350,000
Charge-offs, net of recoveries of
$294,108 in 1999 and $316,745 in 1998           (1,077,731)        (994,870)
                                                -----------      -----------
Balance, September 30                           $6,960,709       $5,478,781
                                                ===========      ===========



                                    (7)

<PAGE>

ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Overview - State Bancorp,  Inc. (the "Company") is a one-bank  holding  company,
which was formed on June 24,  1986.  The Company  operates as the parent for its
wholly-owned  subsidiary,  State  Bank  of Long  Island  and  subsidiaries  (the
"Bank"), a New York State chartered  commercial bank founded in 1966. The income
of  the  Company  is  derived   through  the  operation  of  the  Bank  and  its
subsidiaries,  SB Portfolio  Management  Corp.  ("SB  Portfolio"),  SB Financial
Services Corp. ("SB  Financial"),  New Hyde Park Leasing  Corporation and SB ORE
Corp.

Material  Changes in Financial  Condition - Total assets of the Company amounted
to $905.8  million at September 30, 1999, an increase of $173.1 million or 23.6%
when  compared to December 31, 1998,  primarily due to an increase in government
agency securities,  commercial loans and mortgages. Scheduled loan amortization,
payments and normal clean up activity partially offset the new business that was
generated  during the first nine  months of the year.  The loan  portfolio  grew
approximately  10.8%  during  the  first  nine  months  of 1999  and  management
anticipates continued expansion of the loan portfolio during the fourth quarter.
Asset growth was funded  primarily by higher deposit balances and an increase in
short-term borrowings of $93.7 million during the first nine months of 1999, due
to higher levels of Federal funds purchased and securities sold under agreements
to repurchase.

At  September  30, 1999,  total  deposits  increased by $82.2  million to $679.0
million when  compared to December 31, 1998.  This increase was primarily due to
an increase of $14.5 million in demand deposits and an $89.9 million increase in
certificates  of deposit,  predominantly  certificates  of deposit over $100,000
("Jumbo  certificates of deposit"),  offset by a decrease in savings deposits of
$22.4 million.  Growth in core deposits  (demand,  NOW, savings and money market
accounts) of individuals,  partnerships  and  corporations  remains strong,  due
largely to the Company's two new branch locations in Suffolk County.

Average  assets for the third quarter of 1999 were up by $135.8 million or 18.7%
to $861.5 million from the comparable  1998 period.  Sources of asset  expansion
included growth in the loan portfolio (up on average $70.1 million or 18.2%) and
growth in investment securities (up on average $104.7 million or 40.1%). Funding
this growth were increases in demand deposits and Jumbo  certificates of deposit
and an increase  in average  borrowed  funds,  primarily  securities  sold under
agreements to repurchase and Federal Home Loan Bank  advances,  up on average by
$44.0  million  during  the  third  quarter  of 1999.  The net  result  of these
activities was a shift in the mix of the Company's balance sheet that yielded an
31-basis point  improvement  in the third quarter net interest  margin to 4.41%.
Management  anticipates  that the Company's  net interest  margin may come under
some pressure  during the fourth quarter despite  projected  growth in loans and
core deposits.  Higher  short-term  interest rates are likely to squeeze spreads
due to growth in the  Company's  use of the Jumbo  certificates  of deposits and
borrowed funds as a funding source.  The Company is  liability-sensitive  in the
short-term and will be negatively impacted by higher rates.


                                       (8)



<PAGE>
The Company's  capacity to grow its assets and earnings stems, in part, from the
significance of its capital strength. The Company strives to maintain an optimal
level of capital,  commensurate  with its risk  profile,  on which an attractive
rate of return to  stockholders  will be  realized  over both the short and long
term,  while  serving the needs of  depositors,  creditors  and  regulators.  In
determining  an optimal  capital  level,  the Company also considers the capital
levels of its peers and the evaluations of its primary regulators.  At September
30,  1999,  management  believes  that the Company and the Bank meet all capital
adequacy  requirements  to which they are subject.  The Bank's capital  adequacy
ratios are significantly in excess of those necessary for it to be classified as
a "well  capitalized"  institution  pursuant  to the  provisions  of the Federal
Deposit  Insurance   Corporation   Improvement  Act  of  1991  (FDICIA).   Total
stockholders' equity amounted to $57.7 million at September 30, 1999, a decrease
of $2.1 million or 3.5% versus the comparable  1998 date.  Excluding  valuations
related to SFAS No. 115 at  September  30,  1999 and 1998,  total  stockholders'
equity grew at a year-to-year rate of 11.4%.  Average equity for the nine months
ended  September  30, 1999  increased  $3.1 million or 5.1% from the  comparable
period.  The Company has no plans or  commitments  for  capital  utilization  or
expenditures  that would affect its current capital position or would impact its
future financial performance. The following table (2-1) summarizes the Company's
capital ratios as of September 30, 1999 and compares them to current  regulatory
guidelines and December 31, and September 30, 1998 actual results.



TABLE 2-1
                                Tier I capital/   Total Capital/
                        Tier I    Risk-Weighted    Risk-Weighted
                       Leverage          Assets           Assets
Regulatory Minimum  3.00%-4.00%           4.00%            8.00%

Ratios as of:
    September 30, 1999    7.60%          12.01%           13.26%
    December 31, 1998     8.05%          12.82%           14.04%
    September 30, 1998    8.13%          13.29%           14.53%


Regulatory Criteria for
  a "Well Capitalized"
  Institution             5.00%           6.00%           10.00%

Liquidity  management  is a  fundamental  component  of the  Company's  business
strategy.  The objective of liquidity management is to assure the ability of the
Company  and  its  subsidiary  to  meet  their  financial   obligations.   These
obligations include the withdrawal of deposits on demand or at their contractual
maturity,  the repayment of  borrowings as they mature,  the ability to fund new
and existing loan commitments and to take advantage of business opportunities as
they arise.  Liquidity is composed of the  maintenance  of a strong base of core
customer  funds,  maturing  short-term  assets,  the ability to sell  marketable
securities and access to lines of credit and the capital markets.
                                      (9)

<PAGE>
Liquidity  at the Company is measured  and  monitored  daily,  thereby  allowing
management  to better  understand  and react to emerging  balance  sheet trends.
After assessing actual and projected cash flow needs, management seeks to obtain
funding at the most economical  cost to the Company.  Throughout the first three
quarters 1999, the Company's  liquidity position remained stable and well within
acceptable  industry  standards.  As previously  described,  low-cost demand and
money fund deposit balances  continued to grow during the third quarter of 1999,
while at the same time,  paydowns on mortgage-backed  securities also provided a
source of readily  available funds to meet general liquidity needs. In addition,
at September  30, 1999,  the Company had access to $15.0 million in Federal Home
Loan Bank lines of credit for  overnight  borrowings.  The Company also had $6.5
million in formal and $10.0  million in  informal  lines of credit  extended  by
correspondent banks to be utilized,  if needed, for short-term funding purposes.
The Federal  Reserve  Bank  accepted  the Company  into its  Borrower-in-Custody
("BIC")  Program.  This program allows the Company to pledge certain  commercial
mortgages  and borrow up to 60% or 80% of the asset  balances,  depending on the
risks  associated  with and the maturity dates of the  collateral.  Based on the
requirements  of  allowable  collateral,  the Company  estimates  this line will
approximate $40 million. This borrowing capacity should be formalized by the end
of the fourth quarter of 1999.


Material  Changes in  Results  of  Operations  - Despite a 67%  increase  in the
provision  for loan  losses  during 1999  versus  1998,  net income for the nine
months ended September 30, 1999 was $7.6 million,  a 38.2%  improvement over the
comparable  1998 period.  The higher level of earnings in 1999  resulted  from a
21.5% improvement in net interest income, an increase in noninterest  income and
a lower effective income tax rate.  Somewhat  offsetting these improvements were
increases in total operating expenses and the provision for loan losses.

The increase in net interest income, up $4.7 million to $26.7 million,  resulted
from an expanded  interest-earning  asset base, principally commercial loans and
callable Government agency securities. The Company's average loan portfolio grew
by $60.8  million or 16.0%  during the first nine  months of 1999 as compared to
1998,  with $54.5  million  attributable  to increases in  commercial  loans and
mortgages. The strength of the Long Island economy and the ongoing consolidation
of the local banking market  continue to provide  opportunity for the Company to
increase the loan portfolio. The Company, offering superior service and response
time coupled with competitive product pricing, has been able to steadily improve
its  market  share  through  conservative  underwriting  and  credit  standards.
Products  such as the Small  Business  Line of Credit have been  extremely  well
received by the local  business  community  and are  generating  loan volume and
creating new cross sell  opportunities  for the Company's  full range of deposit
and credit products. In addition,  management has added full time staff who will
concentrate  on the  marketing  and sales  efforts  of new and  existing  retail
products.  Management  of the Company has also  targeted  the Suffolk and Queens
County  markets as the most obvious  candidates  for continued  expansion of the
loan portfolio during the coming months.

The Company's  investment  portfolio  expanded,  on average, by 20.4% during the
first nine  months of 1999 versus  1998,  primarily  through  growth in callable
Government  agency securities (up on average $99.4 million) offset by a decrease
in tax-exempt local municipal notes and paydowns on

                                      (10)



<PAGE>
mortgage-backed  securities  (down on average $26.3  million and $15.5  million,
respectively).  Management of the Company continues to be an active purchaser of
Agency  securities due to their  attractive  yields and their  pledgeability  to
secure municipal deposits.

Other income  increased by 43.2% for the nine months ended September 30, 1999 as
compared  to 1998 due to  increases  in service  charges  on  deposit  accounts,
annuity sales,  wire transfer fees, ATM fees and a nonrecurring gain on the sale
of an asset.  Management  expects that other income will continue to grow during
the fourth quarter of 1999 for many of the same reasons.

Total  operating  expenses rose by 12.6% for the nine months ended September 30,
1999 as compared to the  comparable  1998  period,  mainly due to  increases  in
salaries and employee  benefits  arising from staff expansion in product support
areas. In addition,  other operating  expenses increased due to higher marketing
and  advertising  costs coupled with increases in credit and collection fees and
computer-related  depreciation costs.  Somewhat offsetting the foregoing expense
increases was a decline in core deposit intangibles  amortization  expense and a
reduction in costs related to maintenance on foreclosed properties.

The  increase  in  operating  expenses  during the first nine months of 1999 was
offset by an increase in net revenue,  resulting in a lower operating efficiency
ratio (total operating  expenses as a percentage of fully taxable equivalent net
interest revenue, excluding securities transactions).  The 1999 efficiency ratio
decreased to 51.8% from 55.8% a year ago. The Company's other primary measure of
expense control,  the ratio of total operating expenses to average total assets,
increased slightly during the first nine months of 1999 to 2.50% from a level of
2.43% in 1998.  This ratio  still  places the Company in the top 15% of its peer
group for this efficiency  measure. It continues to be the Company's stated goal
to reduce each of these  ratios as part of its  efforts to improve  efficiencies
and, ultimately, stockholder value.

Nonperforming  assets (defined by the Company as nonaccrual loans and other real
estate  owned)  totaled $7.8 million at September  30, 1999, an increase of $3.4
million versus  December 31, 1998 and $2.7 million  versus the  comparable  1998
date. The level of  restructured,  accruing loans at September 30, 1999 declined
by  $5.1  million  when  compared  to  year-end  1998.  Although  classified  as
nonperforming for reporting purposes,  restructured loans continue to accrue and
pay  interest  in  accordance  with  their  revised  terms.   The  reduction  in
restructured,  accruing  loans that took place during the second quarter of 1999
primarily  resulted  from the shift of a $4.0 million  credit to the  nonaccrual
loan category.  As outlined in the Company's 1998 Annual Report to Stockholders,
this credit is collateralized by commercial real estate with a current appraised
value in excess of the carrying value of the credit.  The  restructured  rate on
this credit will remain  below the  contractual  rate until cash flows are again
sufficient to support a market rate of interest. The allowance for possible loan
losses  amounted to $7.0 million or 1.49% of total loans at  September  30, 1999
versus $5.5 million and 1.41%,  respectively,  at the comparable  1998 date. The
allowance  for  possible  loan  losses  as a  percentage  of  nonaccrual  loans,
restructured  and  accruing  loans  and loans 90 days or more past due and still
accruing  improved  to 90.5% at  September  30,  1999  from  54.7%  and 51.1% at
December  31,  1998 and  September  30,  1998,  respectively.  The  higher  1999
provision  for  possible  loan  losses  reflects  the  continued  growth  in the
Company's loan portfolio and the level of

                                       (11)

<PAGE>
nonperforming loans. A further review of the Company's  nonperforming assets may
be found in Table 2-3 following this analysis.


Year 2000 Compliance

The Year 2000  ("Y2K")  problem  centers on the  inability  of certain  computer
systems  to  recognize  the Year  2000.  Many  existing  computer  programs  may
incorrectly  identify a  four-digit  date field  ending in "00" as the year 1900
rather than the year 2000. The Company,  like other banks and financial services
firms that rely on  date-sensitive  information  in their  calculations,  may be
negatively impacted by the Y2K problem. If computer systems are not corrected to
properly  identify  the Year 2000,  computer  systems  applications  may fail or
produce erroneous results,  which could impact the Company's ability to transact
normal  business  activities.  In  addition,  in certain  instances,  failure to
adequately  address the Y2K problem could adversely impact Company's  suppliers,
creditors and the creditworthiness of its borrowers.

The  Company  has also sent out Year  2000  awareness  literature  to all of its
deposit customers,  and, in addition,  Y2K questionnaires have been sent to each
of the Company's commercial and municipal customers to assess their awareness of
the Year 2000 problem.  Responses to these  questionnaires  are currently  being
documented and reviewed.  The Company,  in certain instances,  relies on outside
vendors and other third party  service  providers to perform  various  services.
Before  proceeding  with any new contracts or extensions of existing  contracts,
the Company requires each of these service providers to provide written proof of
their Y2K compliance.

The Company's Y2K Action Team, formed in 1996 to address this problem, completed
the first three phases of the Company's Y2K project:  the Awareness,  Assessment
and Renovation  phases. The Renovation phase for all  mission-critical  systems,
which includes upgrading all noncompliant  hardware and software,  was completed
in the fourth  quarter of 1998.  The Action team  completed  the most  important
phase of the project:  the Validation  phase.  The Company is  concentrating  on
training  employees to carry out the  contingency  plan.  The Company tested all
critical  applications  as of the end of the first quarter 1999.  Based on these
tests,  management  anticipates  that  all of  the  Company's  mission  critical
date-sensitive  hardware,  software  and other  systems  will be Y2K  compliant;
however,  the probability of such likelihood  cannot be determined.  The Company
has not developed any of its own computer programs internally nor does it employ
a  programming  staff.  All of the  software  related  to its major  application
systems  has been  purchased  from  third  party  vendors.  Generally,  software
provided by third parties and included in the Company's  systems is developed by
leading  software  suppliers  with Y2K programs  underway and a vast majority of
these vendors have certified  that their products are Y2K compliant.  As part of
its  assessment  procedures,  the Company  assessed and continues to monitor the
action plans of each major outside vendor.  There can, however,  be no guarantee
that the software of other companies,  on which the Company's systems rely, will
be timely converted or that failure to properly convert by another company would
not have a  material  adverse  effect  on the  Company.  The  Company  presently
believes that, with continued modifications to existing software and conversions
to new software,  the Y2K problem will be mitigated  without  causing a material
adverse effect upon the operations of the Company and that

                                      (12)

<PAGE>
its internal systems and equipment will be Y2K compliant in a timely manner.

Despite its best efforts to ensure Y2K  compliance,  it is possible  that system
failures may occur. The Company has developed  contingency plans, which involve,
among other actions,  utilization of an alternate  service provider or alternate
products  available through existing vendors.  The contingency  plans, which are
constantly  reviewed,  also  address  a  temporary  disruption  of  electric  or
communication services.

Monitoring  and managing the Y2K Project  will result in  additional  direct and
indirect costs to the Company. Direct charges include potential charges by third
party  software  vendors for  product  enhancements,  costs  involved in testing
software  products for Y2K  compliance,  training,  and any resulting  costs for
developing and implementing  contingency  plans for critical  software  products
that are not  enhanced.  Indirect  costs  will  principally  consist of the time
devoted by employees in monitoring  software vendor  progress,  testing enhanced
software products and implementing any contingency  plans. The Company estimates
that the total costs related to the Y2K problem are  $225,000,  of which $80,000
is  primarily  related to the costs to enhance or replace  software and hardware
problems.  The balance is not likely to be  incremental  costs,  but rather will
represent the  redeployment  of existing  resources.  Two of the Company's other
information  technology  projects,  document  and  check  imaging  and  personal
computer  banking,  have  been  delayed  due to the  implementation  of the  Y2K
project.  Both direct and indirect  costs of addressing  the Y2K problem will be
charged to earnings as incurred.  To date, $200,000 of the total estimated costs
associated  with the Y2K  problem  have been  expended.  Funds are  provided  by
operations and are included in existing operating budgets.

The preceding Y2K issue discussion contains various forward-looking  statements,
which represent the Company's  beliefs or expectations  regarding future events.
When used in the Y2K discussion,  the words "believes,"  "expects,"  "estimates"
and similar expressions are intended to identify forward-looking statements. All
forward-looking  statements  involve a number of risks  and  uncertainties.  The
anticipated  impact and costs of the Y2K  project,  as well as the date on which
the Company expects to complete the  remediation  and validation  phases and the
contingency  plan of its Y2K project,  are based on management's  best estimates
using  information  currently  available and numerous  assumptions  about future
events. However, there can be no guarantee that these estimates will be achieved
and  actual  results  could  differ  materially  from those  plans.  Differences
include,  but are not limited to, the  availability  of qualified  personnel and
other  information  technology;  the ability to identify and  remediate all date
sensitive  lines of  computer  code or to  replace  computer  chips in  affected
systems or equipment;  and the actions of  governmental  agencies or other third
parties  with  respect  to Y2K  problems.  Based on its  current  estimates  and
information currently available,  costs associated to ensure compliance with Y2K
issues are not  expected  to have a  material  adverse  effect on the  Company's
consolidated financial statements in 1999.



                                      (13)

<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS (CONTINUED)
<TABLE>
                                            ===============================================================================
                                                                          SEPTEMBER 30, 1999
- -----------------
TABLE  2-2                                                     LIQUIDITY AND INTEREST RATE SENSITIVITY
- -----------------                           ===============================================================================
<CAPTION>
                                                                 ==================================================================
                                                                                     SENSITIVITY TIME HORIZON
($ IN THOUSANDS)
- ---------------------------------------------------------                                              Over   Noninterest
INTEREST - SENSITIVE  ASSETS :   1)                              0-6 Months  6-12 Months 1-5 Years    5 Years  Sensitive    Total
- ---------------------------------------------------------        ==========  =========== =========  ========= =========== =========
<S>                                                               <C>         <C>        <C>        <C>        <C>        <C>
   Loans (net of unearned income) 2)                              $ 290,828   $  19,547  $  84,621  $  63,733  $   7,172  $ 465,901
   Securities Held to Maturity                                          649         242        257         84        -        1,232
   Securities  Available  for  Sale 3)                               23,860     112,212     44,189    237,107      3,306    420,674
                                                                  ---------   ---------  ---------  ---------  ---------  ---------
             Total  Interest-Earning Assets                         315,337     132,001    129,067    300,924     10,478    887,807
   Unrealized Net Loss on Securities Available for Sale             (14,292)        -          -          -          -      (14,292)
   Cash and Due from Banks                                           16,591         -          -          -          -       16,591
   All  Other  Assets 7)                                              6,002       2,456        -          -        7,240     15,698
                                                                  ---------   ---------  ---------  ---------  ---------  ---------
             Total  Assets                                        $ 323,638   $ 134,457  $ 129,067  $ 300,924  $  17,718  $ 905,804
                                                                  ---------   ---------  ---------  ---------  ---------  ---------
- ---------------------------------------------------------
INTEREST - SENSITIVE  LIABILITIES : 1)
- ---------------------------------------------------------
   Savings  Accounts 4)                                           $  10,774   $  10,774  $  86,189  $     -    $     -    $ 107,737
   Money  Fund  and  Now  Accounts 5)                                28,744       7,251     29,444        -          -       65,439
   Time  Deposits 6)                                                326,722      20,000     18,749        525        -      365,996
                                                                  ---------   ---------  ---------  ---------  ---------  ---------
             Total  Interest-Bearing Deposits                       366,240      38,025    134,382        525        -      539,172
   Securities Sold Under Agreements to Repurchase,
       Federal Funds Purchased, and Other Borrowings                163,185         -          -          -          -      163,185
                                                                  ---------   ---------  ---------  ---------  ---------  ---------
             Total  Interest-Bearing  Liabilities                   529,425      38,025    134,382        525        -      702,357
   All  Other  Liabilities,  Equity and Demand Deposits 7)            5,200         687         65        -      197,495    203,447
                                                                  ---------   ---------  ---------  ---------  ---------  ---------
             Total  Liabilities  and  Equity                      $ 534,625   $  38,712  $ 134,447  $     525  $ 197,495  $ 905,804
                                                                  ---------   ---------  ---------  ---------  ---------  ---------
         Cumulative Interest-Sensitivity Gap 8)                  ($ 214,088) ($ 120,112)($ 125,427) $ 174,972  $ 185,450
         Cumulative Interest-Sensitivity Ratio 9)                      59.6%       78.8%      82.1%     124.9%     126.4%
         Cumulative Interest-Sensitivity Gap
            As a % of Total Assets                                    (23.6%)     (13.3%)    (13.8%)     19.3%      20.5%
<FN>
1)   Allocations  to  specific  interest  sensitivity  periods  are based on the
     earlier of the repricing or maturity date.
2)   Nonaccrual  loans  are  shown in the  non-interest  sensitive  category.
3)   Estimated principal reductions have been assumed for mortgage-backed
     securities based upon their current constant prepayment rates.
4)   Savings  deposits  are  assumed to decline at a rate of 20% per year over a
     five-year  period based upon the nature of their  historically  stable core
     deposit relationships.
5)   Money Fund and NOW accounts of individuals,  partnerships  and corporations
     are assumed to decline at a rate of 33% per year over a  three-year  period
     based  upon  the  nature  of  their   historically   stable  core   deposit
     relationships.  Money Fund and NOW accounts of municipalities  are included
     in the 0 - 6 months category.
6)   Reflected as maturing in each instrument's period of contractual maturity.
7)   Other Assets and Liabilities are shown according to payment schedule or a
     reasonable estimate thereof.
8)   Total interest-earning assets minus total interest-bearing liabilities.
9)   Total  interest-earning assets as a percentage of total  interest  bearing
     liabilities.
</FN>
</TABLE>
                                      (14)
<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                        AND RESULTS OF OPERATIONS (CONTINUED)

- -----------------------
TABLE 2 - 3
- -----------------------
- -----------------------------------------------------------------------------
STATE BANCORP, INC.
ANALYSIS OF NONPERFORMING ASSETS AND THE ALLOWANCE FOR POSSIBLE LOAN LOSSES
SEPTEMBER 30, 1999 VERSUS DECEMBER 31, 1998  AND  SEPTEMBER 30, 1998
(DOLLARS IN THOUSANDS)
- -----------------------------------------------------------------------------
NONPERFORMING ASSETS BY TYPE:                        PERIOD ENDED:
                                           ----------------------------------
                                            9/30/99     12/31/98     9/30/98
                                           ---------   ----------   ---------
NONACCRUAL LOANS                             $7,172 (1)   $3,676      $4,622
OTHER REAL ESTATE OWNED                         631          704         514
                                            --------   ----------   ---------
    TOTAL NONPERFORMING ASSETS               $7,803       $4,380      $5,136
                                            --------   ----------   ---------

RESTRUCTURED,  ACCRUING  LOANS               $  487       $5,545 (1)  $5,548(1)
LOANS  90  DAYS  OR  MORE  PAST  DUE
   AND STILL ACCRUING                        $   29       $1,352      $  545
GROSS  LOANS  OUTSTANDING                  $465,901     $420,636    $388,623
TOTAL  STOCKHOLDERS'  EQUITY                $57,685      $60,858     $59,761

ANALYSIS OF THE ALLOWANCE FOR                       QUARTER ENDED:
                                           ----------------------------------
  POSSIBLE LOAN LOSSES:                     9/30/99     12/31/98     9/30/98
                                           ---------   ----------   ---------
BEGINNING BALANCE                            $6,249       $5,479      $5,374
PROVISION                                       750          450         450
NET CHARGE-OFFS                                 (38)        (141)       (345)
                                           ---------   ----------   ---------
    ENDING BALANCE                           $6,961       $5,788      $5,479
                                           ---------   ----------   ---------

KEY  RATIOS  AT  PERIOD-END:
ALLOWANCE AS A % OF TOTAL LOANS                1.49%        1.38%       1.41%

NONACCRUAL LOANS AS A % OF TOTAL LOANS         1.54%        0.87%       1.19%

NONPERFORMING ASSETS (2) AS A % OF TOTAL
   LOANS AND OTHER REAL ESTATE OWNED           1.67%        1.04%       1.32%

ALLOWANCE FOR POSSIBLE LOAN LOSSES AS
   A % OF NONACCRUAL LOANS                    97.06%      157.45%     118.54%

ALLOWANCE FOR POSSIBLE LOAN LOSSES AS A %
   OF NONACCRUAL LOANS, RESTRUCTURED,
   ACCRUING LOANS AND LOANS 90 DAYS OR
   MORE PAST DUE AND STILL ACCRUING           90.54%       54.74%      51.13%

(1)  INCLUDES ONE CREDIT TOTALING $4.0 MILLION AT SEPTEMBER 30, 1999 AND
     $5.0 MILLION AT DECEMBER 31, 1998 AND SEPTEMBER 30, 1998 WHICH IS
     COLLATERALIZED  BY COMMERCIAL  REAL  ESTATE  WITH A CURRENT  APPRAISED
     VALUE IN EXCESS OF THE CARRYING  VALUE OF THE CREDIT.
     THE  RESTRUCTURED  RATE ON THIS CREDIT WILL
     REMAIN BELOW THE CONTRACTUAL  RATE UNTIL CASH FLOWS ARE AGAIN SUFFICIENT TO
     SUPPORT A MARKET RATE OF INTEREST.

(2)  EXCLUDES  RESTRUCTURED,  ACCRUING  LOANS AND LOANS 90 DAYS OR MORE PAST DUE
     AND STILL ACCRUING INTEREST.


                                      (15)
<PAGE>


                                   SIGNATURES
                                   ----------




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



                               STATE BANCORP, INC.




11/12/99                                        s/Daniel T. Rowe
- --------                                        -------------------------
Date                                            Daniel T. Rowe, President



11/12/99                                        s/Brian K. Finneran
- --------                                        ----------------------------
Date                                            Brian K. Finneran, Secretary
                                                (Principal Financial Officer)


                                      (16)

<PAGE>

<TABLE> <S> <C>

<ARTICLE>                                            9
<CIK>                         0000723458
<NAME>                        STATE BANCORP INC.
<MULTIPLIER>                                   1
<CURRENCY>                                     U.S. DOLLARS

<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                              DEC-31-1999
<PERIOD-START>                                 JAN-1-1999
<PERIOD-END>                                   SEP-30-1999
<EXCHANGE-RATE>                                1
<CASH>                                         16,458,621
<INT-BEARING-DEPOSITS>                         132,841
<FED-FUNDS-SOLD>                               0
<TRADING-ASSETS>                               0
<INVESTMENTS-HELD-FOR-SALE>                    420,673,765
<INVESTMENTS-CARRYING>                         1,231,835
<INVESTMENTS-MARKET>                           1,239,581
<LOANS>                                        465,901,384
<ALLOWANCE>                                    6,960,709
<TOTAL-ASSETS>                                 905,804,178
<DEPOSITS>                                     678,982,851
<SHORT-TERM>                                   163,184,875
<LIABILITIES-OTHER>                            5,950,997
<LONG-TERM>                                    0
                          0
                                    0
<COMMON>                                       35,320,850
<OTHER-SE>                                     22,364,605
<TOTAL-LIABILITIES-AND-EQUITY>                 905,804,178
<INTEREST-LOAN>                                29,415,506
<INTEREST-INVEST>                              13,929,909
<INTEREST-OTHER>                               802,620
<INTEREST-TOTAL>                               44,148,035
<INTEREST-DEPOSIT>                             15,123,094
<INTEREST-EXPENSE>                             17,485,827
<INTEREST-INCOME-NET>                          26,662,208
<LOAN-LOSSES>                                  2,250,000
<SECURITIES-GAINS>                             (164,358)
<EXPENSE-OTHER>                                15,078,472
<INCOME-PRETAX>                                10,955,517
<INCOME-PRE-EXTRAORDINARY>                     7,573,023
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   7,573,023
<EPS-BASIC>                                  1.09
<EPS-DILUTED>                                  1.07
<YIELD-ACTUAL>                                 7.51
<LOANS-NON>                                    7,172,444
<LOANS-PAST>                                   29,396
<LOANS-TROUBLED>                               487,007
<LOANS-PROBLEM>                                0
<ALLOWANCE-OPEN>                               5,788,440
<CHARGE-OFFS>                                  1,371,839
<RECOVERIES>                                   294,108
<ALLOWANCE-CLOSE>                              6,960,709
<ALLOWANCE-DOMESTIC>                           5,969,496
<ALLOWANCE-FOREIGN>                            0
<ALLOWANCE-UNALLOCATED>                        991,213


</TABLE>


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