<PAGE>
 

<PAGE>


As filed with the Securities and Exchange Commission on May 20, 1997
                                                     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.
                         1997 EMPLOYEE STOCK OPTION PLAN
                           DIRECTOR STOCK OPTION PLAN
                            (Full title of the plans)
                          -----------------------------

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

                                 (914) 365-4600
          (Telephone number, including area code, of agent for service)
                          -----------------------------

                                    Copy to:

                             Edwin T. Markham, Esq.
                                 Parson & Brown
                                666 Third Avenue
                            New York, New York 10017

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






<PAGE>
 
<PAGE>



                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

      Title of               Amount           Proposed              Proposed           Amount of
   Securities to              to be       Maximum Offering      Maximum Aggregate     Registration
   be Registered           Registered     Price Per Share        Offering Price           Fee
--------------------------------------------------------------------------------------------------
<S>                         <C>                 <C>               <C>                <C>      
Common Stock,
$5 per share
par value

-1997 Employee
Stock Option Plan
(Subject to Grant)          600,000              $30.06(1)        $18,036,000.00     $5,465.45

-Director Stock
Option Plan                   4,418               $4.21               $18,599.78         $5.64
                              8,836               $4.50               $39,762.00        $12.05
                             13,254               $4.66               $61,763.64        $18.72
                              4,418               $4.12               $18,202.16         $5.52
                             22,360               $4.89              $109,340.40        $33.13
                             27,950               $9.51              $265,804.50        $80.55
                             42,350              $10.54              $446,369.00       $135.26
                             42,350              $14.09              $596,711.50       $180.82
                             42,350              $30.31            $1,283,628.50       $388.98
-Director Stock
Option Plan
(Subject to Grant)           44,212              $30.06(1)         $1,329,012.72       $402.73
                    ----------------------------------------------------------------------------
               TOTAL        852,498                               $22,205,194.20     $6,728.85
                    ---------------=============================================================

</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 American Stock Exchange on May 14, 1997.






<PAGE>
 
<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, 1996.

        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, 1996.

        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 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



                                      II-1





<PAGE>
 
<PAGE>



ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        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.



                                      II-2




<PAGE>
 
<PAGE>



ITEM 8.        EXHIBITS.

        Exhibit
        Number                      Description
        -------                     -----------

        5.1           Opinion of  counsel as to  legality  of  securities  being
                      registered.

        23.1          Consent of independent public accountants.

        23.2          Consent of counsel (contained in Exhibit 5.1).

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

        99.1          1997 Employee Stock Option Plan.(1)

        99.2          Director Stock Option Plan.(2)

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

(1)     Incorporated  by reference to the  registrant's  Proxy Statement for the
        1997 Annual Meeting of Shareholders.

(2)     Incorporated by reference to the registrant's Annual Report on Form 10-K
        for the year ended December 31, 1996.

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



                                      II-3




<PAGE>
 
<PAGE>



                             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) 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 has 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.



                                      II-4





<PAGE>
 
<PAGE>



                                   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 14th day
of May, 1997.

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



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







                                      II-5





<PAGE>
 
<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 May14, 1997.

<TABLE>
<CAPTION>
Signature                                    Title
---------                                    -----

<S>                                         <C>



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


  /s/  Steven T. Sabatini
__________________________________           Executive Vice President and Chief Financial
     Steven T. Sabatini                      Officer (principal financial officer and
                                             principal accounting officer)

  /s/  Raymond J. Crotty
__________________________________           Director
     Raymond J. Crotty



__________________________________           Director
       Howard V. Ruderman



  /s/  Fred F. Graziano
__________________________________           Director
       Fred F. Graziano



  /s/  Kenneth J. Torsoe
__________________________________           Director
       Kenneth J. Torsoe



  /s/   Michael H. Fury
__________________________________           Director
         Michael H. Fury



  /s/  Herbert Peckman
__________________________________           Director
         Herbert Peckman

</TABLE>


                                      II-6




<PAGE>
[{"type": "S-8", "sequence": "1", "description": "U.S.B. HOLDING CO., INC. S-8", "secsgml_size_bytes": 18490}]
{"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": "333-27451", "film-number": "97611715"}, "business-address": {"street1": "100 DUTCH HILL RD", "city": "ORANGEBURG", "state": "NY", "zip": "10962", "phone": "9143654600"}, "mail-address": {"street2": "100 DUTCH HILL ROAD", "city": "ORANGEBURG", "state": "NY", "zip": "10962"}}
As filed with the Securities and Exchange Commission on May 20, 1997
                                                     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.
                         1997 EMPLOYEE STOCK OPTION PLAN
                           DIRECTOR STOCK OPTION PLAN
                            (Full title of the plans)
                          -----------------------------

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

                                 (914) 365-4600
          (Telephone number, including area code, of agent for service)
                          -----------------------------

                                    Copy to:

                             Edwin T. Markham, Esq.
                                 Parson & Brown
                                666 Third Avenue
                            New York, New York 10017

--------------------------------------------------------------------------------
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        Offering Price           Fee
--------------------------------------------------------------------------------------------------
Common Stock,
$5 per share
par value

-1997 Employee
Stock Option Plan
(Subject to Grant)          600,000              $30.06(1)        $18,036,000.00     $5,465.45

-Director Stock
Option Plan                   4,418               $4.21               $18,599.78         $5.64
                              8,836               $4.50               $39,762.00        $12.05
                             13,254               $4.66               $61,763.64        $18.72
                              4,418               $4.12               $18,202.16         $5.52
                             22,360               $4.89              $109,340.40        $33.13
                             27,950               $9.51              $265,804.50        $80.55
                             42,350              $10.54              $446,369.00       $135.26
                             42,350              $14.09              $596,711.50       $180.82
                             42,350              $30.31            $1,283,628.50       $388.98
-Director Stock
Option Plan
(Subject to Grant)           44,212              $30.06(1)         $1,329,012.72       $402.73
                    ----------------------------------------------------------------------------
               TOTAL        852,498                               $22,205,194.20     $6,728.85
                    ---------------=============================================================
(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 American Stock Exchange on May 14, 1997.
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, 1996.

        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, 1996.

        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 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

                                      II-1
ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        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.

                                      II-2
ITEM 8.        EXHIBITS.

        Exhibit
        Number                      Description
        -------                     -----------

        5.1           Opinion of  counsel as to  legality  of  securities  being
                      registered.

        23.1          Consent of independent public accountants.

        23.2          Consent of counsel (contained in Exhibit 5.1).

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

        99.1          1997 Employee Stock Option Plan.(1)

        99.2          Director Stock Option Plan.(2)

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

(1)     Incorporated  by reference to the  registrant's  Proxy Statement for the
        1997 Annual Meeting of Shareholders.

(2)     Incorporated by reference to the registrant's Annual Report on Form 10-K
        for the year ended December 31, 1996.

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

                                      II-3
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) 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 has 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.

                                      II-4
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 14th day
of May, 1997.

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

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

                                      II-5
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 May14, 1997.
Signature                                    Title
---------                                    -----
/s/ Thomas E. Hales
__________________________________           Chairman, President, Chief Executive Officer
      Thomas E. Hales                        and Director (principal executive officer)

  /s/  Steven T. Sabatini
__________________________________           Executive Vice President and Chief Financial
     Steven T. Sabatini                      Officer (principal financial officer and
                                             principal accounting officer)

  /s/  Raymond J. Crotty
__________________________________           Director
     Raymond J. Crotty

__________________________________           Director
       Howard V. Ruderman

  /s/  Fred F. Graziano
__________________________________           Director
       Fred F. Graziano

  /s/  Kenneth J. Torsoe
__________________________________           Director
       Kenneth J. Torsoe

  /s/   Michael H. Fury
__________________________________           Director
         Michael H. Fury

  /s/  Herbert Peckman
__________________________________           Director
         Herbert Peckman
II-6