Smithtown Bancorp (SMTB)

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A

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

                   For the Fiscal Year Ended December 31, 2008
                                       OR

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

                        For the transition period from to

                        Commission File Number: 001-32998

                             Smithtown Bancorp, Inc.
                           -------------------------
             (Exact Name of Registrant as Specified in its Charter)

               New York                                     11-2695037
-------------------------------------               --------------------------
(State or Other Jurisdiction                             (I.R.S. Employer
of Incorporation or Organization)                    Identification Number)

100 Motor Parkway, Suite 160, Hauppauge, New York                11788-5138
-------------------------------------------------              --------------
(Address of Principal Executive Office)                         (Zip Code)

                                  (631) 360-9300
                                 ----------------
               (Registrant's Telephone Number including area code)

Securities Registered Pursuant to Section 12(b) of the Act:

                                                     Name of Each Exchange
           Title of Class                             On Which Registered
          ------------------                       ----------------------------
Common Stock, par value $0.01 per share            The NASDAQ Stock Market, LLC

           Securities Registered Pursuant to Section 12(g) of the Act:

                                      None
                                (Title of Class)

     Indicate by check mark if the registrant is a well-known  seasoned  issuer,
as defined in Rule 405 of the Securities Act.    YES         NO X
                                                    ----       ---

     Indicate by check mark if the  registrant  is not  required to file reports
pursuant to Section 13 or Section 15(d) of the Act. YES         NO X
                                                       ----       ----

     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  twelve  months (or for such shorter  period that the
Registrant  was required to file such  reports) and (2) has been subject to such
requirements for the past 90 days. YES X NO .

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ].

     Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large  accelerated  filer" in Rule 12b-2 of the Exchange  Act.  (Check
one):

Large Accelerated Filer [ ]  Accelerated Filer [X]  Non-Accelerated Filer [  ]
Smaller Reporting Company [  ]

                  (Do not check if a Smaller reporting Company

     As of March 1, 2009, there were issued and outstanding 11,858,522 shares of
the Registrant's Common Stock.

     Indicate  by check mark  whether  the  Registrant  is a shell  company  (as
defined in Rule 12b-2 of the Exchange Act). YES          NO X
                                                ----       ----

     The aggregate market value of the voting and non-voting  common equity held
by  non-affiliates  of the  Registrant,  computed by  reference to the last sale
price on June 30,  2008,  as  reported  by the NASDAQ  Stock  Market,  LLC,  was
$137,388,052.

                       DOCUMENTS INCORPORATED BY REFERENCE



                                EXPLANATORY NOTE

     This Amendment No. 1 to our annual report on Form 10-K ("Form  10-K/A") for
the fiscal year ended  December  31, 2008 is filed to (i) correct  typographical
errors on the cover page of the Form 10-K,  (ii)  update the  Exhibits  Table in
Item 15, and (iii) add Exhibits 21 and 23 which were not included  with the Form
10-K due to a production  error.  Except as specifically set forth herein,  this
Form 10-K/A does not amend or update the original Form 10-K.






                             Smithtown Bancorp, Inc.
                          Annual Report On Form 10-K/A
                            For The Fiscal Year Ended
                                December 31, 2008


                                Table Of Contents

                                    PART III

ITEM 15.      Exhibits and Financial Statement Schedules.......................1
--------      ------------------------------------------

Signatures











                                PART III

ITEM 15.          Exhibits and Financial Statement Schedules
-------           ------------------------------------------

         The exhibits filed as a part of this Form 10-K/A are as follows:

         (a)(3)...Exhibits



 Exhibit  Description
   No.

  21      Subsidiaries of Registrant
  23      Accountant's  Consent (with respect to  Registrant's  Annual Report on
          Form 10-K filed March 12, 2009 for the fiscal year ended  December 31,
          2008)
  31.1    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of
          the Securities  Exchange Act of 1934, as amended,  as adopted pursuant
          to Section 302 of the Sarbanes-Oxley Act of 2002.
  31.2    Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of
          the Securities  Exchange Act of 1934, as amended,  as adopted pursuant
          to Section 302 of the Sarbanes-Oxley Act of 2002.
  32      Certification of Chief Executive  Officer and Chief Financial  Officer
          pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
          of the Sarbanes-Oxley Act of 2002.

         (b) The exhibits listed under (a)(3) above are filed herewith.

         (c) Not applicable.




                                   SIGNATURES

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


                                    SMITHTOWN BANCORP, INC.


     Date: May 7, 2009              By /s/ Bradley E. Rock
                                       --------------------------------------
                                        Bradley E. Rock, Chairman, President
                                          and Chief Executive Officer


     Date: May 7, 2009              By /s/ Anita M. Florek
                                       --------------------------------------
                                       Anita M. Florek, Executive Vice President
                                         and Chief Financial Officer

     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 in the capacities and on the dates indicated.


     /s/ Bradley E. Rock
     -------------------------------                      May 7, 2009
     Bradley E. Rock, Chairman, President and
     Chief Executive Officer

     /s/ George H. Duncan
     -------------------------------                      May 7, 2009
     George H. Duncan, Director

     /s/ Patrick A. Given
     -------------------------------                      May 7, 2009
     Patrick A. Given, Director

     /s/ Manny Schwartz
     -------------------------------                      May 7, 2009
     Manny Schwartz, Director

     /s/ Barry M. Seigerman
     -------------------------------                      May 7, 2009
     Barry M. Seigerman, Director

     /s/ Robert W. Scherdel
     -------------------------------                      May 7, 2009
     Robert W. Scherdel, Director

     /s/ Patricia C. Delaney
     -------------------------------                      May 7, 2009
     Patricia C. Delaney, Director

     /s/ Joseph M. Winters
     -------------------------------                      May 7, 2009
     Joseph M. Winters, Director

     /s/ Hyukmun Kwon
     -------------------------------                      May 7, 2009
     Hyukmun Kwon, Director






                                                                     Exhibit 21

                           Subsidiaries of Registrant


   Name                                          State/Location of Incorporation
   ----                                          -------------------------------

  Bank of Smithtown                                       New York (direct)

  Smithtown Bancorp Capital Trust I                       Delaware (direct)

  Smithtown Bancorp Capital Trust II                      Delaware (direct)

  Smithtown Bancorp Capital Trust III                     Delaware (direct)

  BOS Preferred Funding Corporation                       Maryland (indirect)

  Bank of Smithtown Insurance Agents and Brokers, Inc.    New York (indirect)

  Bank of Smithtown Financial Services, Inc.              New York (indirect)





                                                                      Exhibit 23



            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the  incorporation  by reference in  Registration  Statement  Nos.
333-125402  and  333-148428  on  Form  S-8  and No.  333-153897  on Form  S-3 of
Smithtown  Bancorp,  Inc. of our report dated March 4, 2009, with respect to the
consolidated   financial   statements  of  Smithtown   Bancorp,   Inc.  and  the
effectiveness of internal control over financial reporting, which report appears
in this Annual Report on Form 10-K of Smithtown Bancorp, Inc. for the year ended
December 31, 2008.


                                                        /s/ Crowe Horwath LLP
                                                            Crowe Horwath LLP

Livingston, New Jersey
March 11, 2009





                                                                    Exhibit 31.1

                    Certification of Chief Executive Officer
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

     I, Bradley E. Rock, certify that:


1.   I have  reviewed  this Annual  Report on Form 10-K/A of Smithtown  Bancorp,
     Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and 15d-15(e))  and internal  control over
     financial  reporting  (as  defined  in  Exchange  Act Rules  13a-15(f)  and
     15d-15(f)) for the registrant and have:


     a)   designed  such  disclosure  controls  and  procedures  or caused  such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;
     b)   designed such internal  control over  financial  reporting,  or caused
          such internal  control over  financial  reporting to be designed under
          our  supervision,   to  provide  reasonable  assurance  regarding  the
          reliability  of financial  reporting and the  preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;
     c)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and
     d)   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's  auditors and the audit committee of registrant's board of
     directors (or persons performing the equivalent functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and
     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting;




May 12, 2009                     /s/ Bradley E. Rock
------------                     ------------------------------------
Date                             Bradley E. Rock
                                 Chairman, President and Chief Executive Officer





                                                                    Exhibit 31.2

                    Certification of Chief Financial Officer
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

     I, Larry A. Blount, certify that:

1.   I have  reviewed  this Annual  Report on Form 10-K/A of Smithtown  Bancorp,
     Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and 15d-15(e))  and internal  control over
     financial  reporting  (as  defined  in  Exchange  Act Rules  13a-15(f)  and
     15d-15(f)) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  or caused  such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;
     b)   designed such internal  control over  financial  reporting,  or caused
          such internal  control over  financial  reporting to be designed under
          our  supervision,   to  provide  reasonable  assurance  regarding  the
          reliability  of financial  reporting and the  preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;
     c)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and
     d)   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's  auditors and the audit committee of registrant's board of
     directors (or persons performing the equivalent functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and
     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting;



May 12, 2009                 /s/ Anita M. Florek
------------                -------------------------------------------
Date                        Anita M. Florek
                            Executive Vice President and Chief Financial Officer





                                                                      Exhibit 32

                            Certification pursuant to
                             18 U.S.C. Section 1350,
                             as adopted pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002


Bradley E. Rock,  Chairman,  President and Chief Executive  Officer and Anita M.
Florek,  Executive  Vice  President  and Chief  Financial  Officer of  Smithtown
Bancorp,  Inc. (the "Company") each certify in their capacity as officers of the
Company that they have  reviewed the annual report of the Company on Form 10-K/A
for the  fiscal  year  ended  December  31,  2008  and that to the best of their
knowledge:

1.   the report fully  complies with the  requirements  of Sections 13(a) of the
     Securities Exchange Act of 1934; and

2.   the information  contained in the report fairly  presents,  in all material
     respects, the financial condition and results of operations of the Company.



May 12, 2009                     /s/ Bradley E. Rock
------------                     --------------------------------------
Date                             Bradley E. Rock
                                 Chairman, President and Chief Executive Officer


May 12, 2009                     /s/ Anita M. Florek
------------                     --------------------------------------
Date                             Anita M. Florek
                                 Executive Vice President and Chief Financial
                                 Officer


The purpose of this  statement  is solely to comply  with Title 18,  Chapter 63,
Section  1350 of the United  States  Code,  as  amended  by  Section  906 of the
Sarbanes-Oxley Act of 2002.

A signed  original of this  written  statement  required by Section 906 has been
provided to Smithtown  Bancorp,  Inc. and will be retained by Smithtown Bancorp,
Inc. and furnished to the Securities  and Exchange  Commission or its staff upon
request.