<PAGE>


      As filed with the Securities and Exchange Commission on June , 2001

                                                     Registration No. 333-______
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                      ------------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                      ------------------------------------

                            U.S.B. HOLDING CO., INC.
             (Exact name of registrant as specified in its charter)

         Delaware                                          36-3197969
(State of Incorporation)                       (IRS Employer Identification No.)

                               100 Dutch Hill Road
                           Orangeburg, New York 10962
          (Address, including zip code, of principal executive offices)

                      ------------------------------------

                            U.S.B. HOLDING CO., INC.
                         2001 EMPLOYEE STOCK OPTION PLAN
                            (Full title of the plan)

                      ------------------------------------

                               Steven T. Sabatini
              Senior Executive Vice President, Assistant Secretary
                           and Chief Financial Officer
                               100 Dutch Hill Road
                           Orangeburg, New York 10962
                     (Name and address of agent for service)

                                 (845) 365-4600
          (Telephone number, including area code, of agent for service)

                      ------------------------------------

                                    Copy to:

                             Edwin T. Markham, Esq.
                      Satterlee Stephens Burke & Burke LLP
                                 230 Park Avenue
                            New York, New York 10169

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                          CALCULATION OF REGISTRATION FEE
===================================================================================================================
         Title of               Amount             Proposed                   Proposed               Amount of
       Securities to             to be         Maximum Offering          Maximum Aggregate          Registration
       be Registered          Registered      Price Per Share (1)          Offering Price               Fee
-------------------------------------------------------------------------------------------------------------------
<S>                            <C>                  <C>                     <C>                      <C>
Common Stock,
$0.01 per share par value
- 2001 Employee Stock          1,500,000            $13.21                  $19,815,000              $4,953.75
Option Plan (Subject to
Grant)

</TABLE>

(1)  Pursuant to Rule 457(c) and (h) under the Securities Act of 1933, the
     proposed maximum offering price per share and the registration fee relating
     to these shares of Common Stock being registered have been based on the
     average of the high and low prices of the Common Stock as reported on the
     New York Stock Exchange on June 14, 2001.

<PAGE>

                            U.S.B. HOLDING CO., INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") by U.S.B. Holding Co., Inc. (the "Registrant"),
are incorporated as of their respective dates in this Registration Statement by
reference:

         A.       The Registrant's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 2000.

         B.       All other reports filed by the Registrant pursuant to Sections
                  13(a) or 15(d) of the Securities Exchange Act of 1934 since
                  December 31, 2000.

         C.       Description of the Registrant's Common Stock contained in its
                  Registration Statement on Form 8-A filed with the Commission
                  on March 17, 1997, which incorporates by reference the
                  description contained in Post-Effective Amendment No.1, filed
                  on August 2, 1994, to the Registrant's Registration Statement
                  on Form S-3 (No. 33-72788), filed on December 10, 1993.

         All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold are incorporated
by reference in this Registration Statement and are a part hereof from the date
of filing such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                                      -1-
<PAGE>

         The Registrant's Certificate of Incorporation (the "Certificate")
provides that, to the full extent permitted by the General Corporation Law of
the State of Delaware (the "DGCL"), no member of the Board of Directors of the
Registrant will be personally liable to the Registrant or its stockholders for
or with respect to any acts or omissions in the performance of his or her duties
as a member of the Board of Directors of the Registrant other than liability (i)
for any breach of the director's duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL, or (iv) for any transaction from which the director derived an
improper personal benefit.

         The by-laws of the Registrant (the "By-laws") provide that the
Registrant will indemnify any person who has been made a party to, or has been
threatened to be made a party to, any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
including all appeals, by reason of the fact that he is or was a director,
officer or employee of the Registrant, or is or was serving at the request of
the Registrant as a director, officer or employee of another corporation,
partnership, joint venture, trust or other enterprise, to the full extent
permitted by statute.

         The By-laws further provide that expenses incurred by any director,
officer or employee in defending a civil, criminal, administrative or
investigative action, suit or proceeding (including all appeals) or threat
thereof, may be paid by the Registrant in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of such director, officer or employee to repay such amount if it is ultimately
determined that he is not entitled to be indemnified by the Registrant as so
authorized in the By-laws. Such expenses incurred by other agents may be so paid
upon terms and conditions, if any, as the Board of Directors deems appropriate.

         The By-laws also provide that the indemnification and advancement of
expenses provided by or granted pursuant to the By-laws shall not be deemed
exclusive of nor in any way limit any other rights to which those persons
seeking indemnification or advancement of expenses may be or may become entitled
as a matter of law, by the Certificate, the By-laws, agreement, insurance, vote
of directors or stockholders or otherwise.

         The directors and officers of the Registrant are insured against
certain liabilities, including certain liabilities under the Securities Act of
1933, pursuant to the directors' and officers' liability insurance policy of the
Company.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.



                                      -2-
<PAGE>

ITEM 8.  EXHIBITS.

         Exhibit
         Number              Description
         -------             -----------
         5.1        Opinion of counsel as to legality of securities being
                    registered.

         23.1       Consent of independent auditors.

         23.2       Consent of counsel (contained in Exhibit 5.1).

         24.1       Power of Attorney (see page II-6).

         99.1       2001 Employee Stock Option Plan. (1)

--------------------
(1)      Incorporated by reference to the Registrant's Proxy Statement for the
         2001 Annual Meeting of Stockholders.

ITEM 9.  UNDERTAKINGS.

         (a)  The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                           (i)      To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act of
                                    1933;

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    this Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represents a fundamental change in the
                                    information set forth in the Registration
                                    Statement;

                           (iii)    To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the Registration
                                    Statement or any material change to such
                                    information set forth in the Registration
                                    Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply to
information contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

                                      -3-
<PAGE>

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question of whether such indemnification by it
is against policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Town of Orangeburg, State of New York, on this 18th day
of June, 2001.

                                         U.S.B. HOLDING CO., INC.


                                         By:   /s/ Thomas E. Hales
                                            ----------------------
                                             Thomas E. Hales
                                             Chairman of the Board, President
                                             and Chief Executive Officer


                                      -4-
<PAGE>



                                POWER OF ATTORNEY

         Each person whose signature appears below hereby constitutes and
appoints Thomas E. Hales, Raymond J. Crotty, and Steven T. Sabatini and each
acting alone, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign any or all amendments or supplements hereto
ratifying and confirming all that said attorneys-in-fact and agents, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 18, 2001.

Signature                           Title
---------                           -----

  /s/ Thomas E. Hales               Chairman, President, Chief Executive Officer
      ----------------------------  and Director (principal executive officer)
      Thomas E. Hales

  /s/ Steven T. Sabatini            Senior Executive Vice President, Assistant
      ----------------------------  Secretary and Chief Financial Officer
      Steven T. Sabatini            (principal financial officer and principal
                                    accounting officer)

  /s/ Raymond J. Crotty             Senior Executive Vice President, Chief
      ----------------------------  Credit Officer, Assistant Secretary and
      Raymond J. Crotty             Director

      ----------------------------  Director
      Howard V. Ruderman

  /s/ Edward T. Lutz                Director
      ----------------------------
      Edward T. Lutz

      ----------------------------  Director
      Kenneth J. Torsoe

 /s/  Michael H. Fury               Director
      ----------------------------
      Michael H. Fury

      ----------------------------  Director
      Kevin J. Plunkett


                                       -5-

<PAGE>



                                INDEX TO EXHIBITS


         Exhibit No.    Description
         -----------    -----------

         5.1            Opinion of counsel as to legality of securities being
                        registered

         23.1           Consent of independent auditors
[{"type": "S-8", "sequence": "1", "filename": "file001.txt", "description": "REGISTRATION STATEMENT; BENEFIT PLAN", "secsgml_size_bytes": 16975}]
{"company-data": {"conformed-name": "USB HOLDING CO INC", "cik": "0000707805", "assigned-sic": "6022", "irs-number": "363197969", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63408", "film-number": "1663841"}, "business-address": {"street1": "100 DUTCH HILL RD", "city": "ORANGEBURG", "state": "NY", "zip": "10962", "phone": "9143654600"}, "mail-address": {"street1": "100 DUTCH HILL ROAD", "street2": "100 DUTCH HILL ROAD", "city": "ORANGEBURG", "state": "NY", "zip": "10962"}}
As filed with the Securities and Exchange Commission on June , 2001

                                                     Registration No. 333-______
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                      ------------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                      ------------------------------------

                            U.S.B. HOLDING CO., INC.
             (Exact name of registrant as specified in its charter)

         Delaware                                          36-3197969
(State of Incorporation)                       (IRS Employer Identification No.)

                               100 Dutch Hill Road
                           Orangeburg, New York 10962
          (Address, including zip code, of principal executive offices)

                      ------------------------------------

                            U.S.B. HOLDING CO., INC.
                         2001 EMPLOYEE STOCK OPTION PLAN
                            (Full title of the plan)

                      ------------------------------------

                               Steven T. Sabatini
              Senior Executive Vice President, Assistant Secretary
                           and Chief Financial Officer
                               100 Dutch Hill Road
                           Orangeburg, New York 10962
                     (Name and address of agent for service)

                                 (845) 365-4600
          (Telephone number, including area code, of agent for service)

                      ------------------------------------

                                    Copy to:

                             Edwin T. Markham, Esq.
                      Satterlee Stephens Burke & Burke LLP
                                 230 Park Avenue
                            New York, New York 10169
-------------------------------------------------------------------------------------------------------------------
                                          CALCULATION OF REGISTRATION FEE
===================================================================================================================
         Title of               Amount             Proposed                   Proposed               Amount of
       Securities to             to be         Maximum Offering          Maximum Aggregate          Registration
       be Registered          Registered      Price Per Share (1)          Offering Price               Fee
-------------------------------------------------------------------------------------------------------------------
Common Stock,
$0.01 per share par value
- 2001 Employee Stock          1,500,000            $13.21                  $19,815,000              $4,953.75
Option Plan (Subject to
Grant)
(1)  Pursuant to Rule 457(c) and (h) under the Securities Act of 1933, the
     proposed maximum offering price per share and the registration fee relating
     to these shares of Common Stock being registered have been based on the
     average of the high and low prices of the Common Stock as reported on the
     New York Stock Exchange on June 14, 2001.
U.S.B. HOLDING CO., INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") by U.S.B. Holding Co., Inc. (the "Registrant"),
are incorporated as of their respective dates in this Registration Statement by
reference:

         A.       The Registrant's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 2000.

         B.       All other reports filed by the Registrant pursuant to Sections
                  13(a) or 15(d) of the Securities Exchange Act of 1934 since
                  December 31, 2000.

         C.       Description of the Registrant's Common Stock contained in its
                  Registration Statement on Form 8-A filed with the Commission
                  on March 17, 1997, which incorporates by reference the
                  description contained in Post-Effective Amendment No.1, filed
                  on August 2, 1994, to the Registrant's Registration Statement
                  on Form S-3 (No. 33-72788), filed on December 10, 1993.

         All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold are incorporated
by reference in this Registration Statement and are a part hereof from the date
of filing such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                                      -1-
The Registrant's Certificate of Incorporation (the "Certificate")
provides that, to the full extent permitted by the General Corporation Law of
the State of Delaware (the "DGCL"), no member of the Board of Directors of the
Registrant will be personally liable to the Registrant or its stockholders for
or with respect to any acts or omissions in the performance of his or her duties
as a member of the Board of Directors of the Registrant other than liability (i)
for any breach of the director's duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL, or (iv) for any transaction from which the director derived an
improper personal benefit.

         The by-laws of the Registrant (the "By-laws") provide that the
Registrant will indemnify any person who has been made a party to, or has been
threatened to be made a party to, any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
including all appeals, by reason of the fact that he is or was a director,
officer or employee of the Registrant, or is or was serving at the request of
the Registrant as a director, officer or employee of another corporation,
partnership, joint venture, trust or other enterprise, to the full extent
permitted by statute.

         The By-laws further provide that expenses incurred by any director,
officer or employee in defending a civil, criminal, administrative or
investigative action, suit or proceeding (including all appeals) or threat
thereof, may be paid by the Registrant in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of such director, officer or employee to repay such amount if it is ultimately
determined that he is not entitled to be indemnified by the Registrant as so
authorized in the By-laws. Such expenses incurred by other agents may be so paid
upon terms and conditions, if any, as the Board of Directors deems appropriate.

         The By-laws also provide that the indemnification and advancement of
expenses provided by or granted pursuant to the By-laws shall not be deemed
exclusive of nor in any way limit any other rights to which those persons
seeking indemnification or advancement of expenses may be or may become entitled
as a matter of law, by the Certificate, the By-laws, agreement, insurance, vote
of directors or stockholders or otherwise.

         The directors and officers of the Registrant are insured against
certain liabilities, including certain liabilities under the Securities Act of
1933, pursuant to the directors' and officers' liability insurance policy of the
Company.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

                                      -2-
ITEM 8.  EXHIBITS.

         Exhibit
         Number              Description
         -------             -----------
         5.1        Opinion of counsel as to legality of securities being
                    registered.

         23.1       Consent of independent auditors.

         23.2       Consent of counsel (contained in Exhibit 5.1).

         24.1       Power of Attorney (see page II-6).

         99.1       2001 Employee Stock Option Plan. (1)

--------------------
(1)      Incorporated by reference to the Registrant's Proxy Statement for the
         2001 Annual Meeting of Stockholders.

ITEM 9.  UNDERTAKINGS.

         (a)  The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                           (i)      To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act of
                                    1933;

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    this Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represents a fundamental change in the
                                    information set forth in the Registration
                                    Statement;

                           (iii)    To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the Registration
                                    Statement or any material change to such
                                    information set forth in the Registration
                                    Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply to
information contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

                                      -3-
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question of whether such indemnification by it
is against policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Town of Orangeburg, State of New York, on this 18th day
of June, 2001.

                                         U.S.B. HOLDING CO., INC.

                                         By:   /s/ Thomas E. Hales
                                            ----------------------
                                             Thomas E. Hales
                                             Chairman of the Board, President
                                             and Chief Executive Officer

                                      -4-
POWER OF ATTORNEY

         Each person whose signature appears below hereby constitutes and
appoints Thomas E. Hales, Raymond J. Crotty, and Steven T. Sabatini and each
acting alone, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign any or all amendments or supplements hereto
ratifying and confirming all that said attorneys-in-fact and agents, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 18, 2001.

Signature                           Title
---------                           -----

  /s/ Thomas E. Hales               Chairman, President, Chief Executive Officer
      ----------------------------  and Director (principal executive officer)
      Thomas E. Hales

  /s/ Steven T. Sabatini            Senior Executive Vice President, Assistant
      ----------------------------  Secretary and Chief Financial Officer
      Steven T. Sabatini            (principal financial officer and principal
                                    accounting officer)

  /s/ Raymond J. Crotty             Senior Executive Vice President, Chief
      ----------------------------  Credit Officer, Assistant Secretary and
      Raymond J. Crotty             Director

      ----------------------------  Director
      Howard V. Ruderman

  /s/ Edward T. Lutz                Director
      ----------------------------
      Edward T. Lutz

      ----------------------------  Director
      Kenneth J. Torsoe

 /s/  Michael H. Fury               Director
      ----------------------------
      Michael H. Fury

      ----------------------------  Director
      Kevin J. Plunkett

                                       -5-
INDEX TO EXHIBITS

         Exhibit No.    Description
         -----------    -----------

         5.1            Opinion of counsel as to legality of securities being
                        registered

         23.1           Consent of independent auditors