SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    ---------


                                    FORM 8-K

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

       Date of report (Date of earliest event reported) January 23, 2004
                                                         ---------------



                            U.S.B. Holding Co., Inc.
               --------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

        Delaware                        1-12811                  36-3197969
-----------------------------        -------------          --------------------
(State or Other Jurisdiction          (Commission              (IRS Employer
    of Incorporation)                 File Number)           Identification No.)



                 100 Dutch Hill Road, Orangeburg, New York 10962
              ---------------------------------------------------
              (Address of Principal Executive Offices) (Zip Code)




        Registrant's telephone number including area code (845) 365-4600
                                                          --------------



                                  Not Applicable
          -------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)


<PAGE>



ITEM 7.         EXHIBIT LIST

Exhibit No.    Description

99.1           Press release, dated January 23, 2004, reporting on financial
               results for the quarter ended December 31, 2003.

ITEM  12.      RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

         On January 23, 2004, the registrant issued a press release reporting on
its financial results for the quarter ended December 31, 2003. A copy of the
press release is attached as an exhibit to this Current Report on Form 8-K.


                                   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 hereunto duly authorized.

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

Date:    January 26, 2004             By: /s/ Thomas E. Hales
                                          ---------------------------
                                          Name: Thomas E. Hales
                                          Title: Chairman and C.E.O.
[{"type": "8-K", "sequence": "1", "filename": "form8k.txt", "secsgml_size_bytes": 2627}]
{"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": "8-K", "act": "34", "file-number": "002-79734", "film-number": "04543353"}, "business-address": {"street1": "100 DUTCH HILL RD", "city": "ORANGEBURG", "state": "NY", "zip": "10962", "phone": "9143654600"}, "mail-address": {"street1": "100 DUTCH HILL ROAD", "city": "ORANGEBURG", "state": "NY", "zip": "10962"}}
SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    ---------

                                    FORM 8-K

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

       Date of report (Date of earliest event reported) January 23, 2004
                                                         ---------------

                            U.S.B. Holding Co., Inc.
               --------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

        Delaware                        1-12811                  36-3197969
-----------------------------        -------------          --------------------
(State or Other Jurisdiction          (Commission              (IRS Employer
    of Incorporation)                 File Number)           Identification No.)

                 100 Dutch Hill Road, Orangeburg, New York 10962
              ---------------------------------------------------
              (Address of Principal Executive Offices) (Zip Code)

        Registrant's telephone number including area code (845) 365-4600
                                                          --------------

                                  Not Applicable
          -------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)
ITEM 7.         EXHIBIT LIST

Exhibit No.    Description

99.1           Press release, dated January 23, 2004, reporting on financial
               results for the quarter ended December 31, 2003.

ITEM  12.      RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

         On January 23, 2004, the registrant issued a press release reporting on
its financial results for the quarter ended December 31, 2003. A copy of the
press release is attached as an exhibit to this Current Report on Form 8-K.

                                   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 hereunto duly authorized.

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

Date:    January 26, 2004             By: /s/ Thomas E. Hales
                                          ---------------------------
                                          Name: Thomas E. Hales
                                          Title: Chairman and C.E.O.