UNITED STATES
                       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) February 25, 2005


                            U.S.B. HOLDING CO., INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


             Delaware                     1-12811               36-3197969
--------------------------------------------------------------------------------
         (State or other                (Commission           (IRS Employer
  jurisdiction 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)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))
<PAGE>

Item 8.01     Other Events

      On February 28, 2005, U.S.B. Holding Co., Inc. issued a press release
announcing that, on February 25, 2005, its Board of Directors declared a
quarterly common stock cash dividend of thirteen ($0.13) cents per share and set
the record date, time, and location of the 2005 Annual Stockholders' Meeting. A
copy of the press release is included as Exhibit 99.1 to this Current Report on
Form 8-K.

Item 9.01     Financial Statements and Exhibits

(c) Exhibits.

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

99.1                       Press release, dated February 28, 2005
<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 hereunto duly authorized.


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


Date: March 1, 2005                             By: /s/ Thomas E. Hales
                                                    ----------------------------
                                                    Name:  Thomas E. Hales
                                                    Title: Chairman and C.E.O.
{"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": "05650093"}, "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"}}
UNITED STATES
                       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) February 25, 2005

                            U.S.B. HOLDING CO., INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

             Delaware                     1-12811               36-3197969
--------------------------------------------------------------------------------
         (State or other                (Commission           (IRS Employer
  jurisdiction 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)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))
Item 8.01     Other Events

      On February 28, 2005, U.S.B. Holding Co., Inc. issued a press release
announcing that, on February 25, 2005, its Board of Directors declared a
quarterly common stock cash dividend of thirteen ($0.13) cents per share and set
the record date, time, and location of the 2005 Annual Stockholders' Meeting. A
copy of the press release is included as Exhibit 99.1 to this Current Report on
Form 8-K.

Item 9.01     Financial Statements and Exhibits

(c) Exhibits.

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

99.1                       Press release, dated February 28, 2005
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: March 1, 2005                             By: /s/ Thomas E. Hales
                                                    ----------------------------
                                                    Name:  Thomas E. Hales
                                                    Title: Chairman and C.E.O.