As filed with the Securities and Exchange Commission on July 22, 2005
                                Registration No.
================================================================================

                       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 or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                         Identification No.)
                               100 Dutch Hill Road
                           Orangeburg, New York 10962
                                 (845) 365-4600
          (Address, including Zip Code, of principal executive offices)
                            ------------------------
            U.S.B. HOLDING CO., INC. 2005 DIRECTOR STOCK OPTION PLAN
            U.S.B. HOLDING CO., INC. 2005 EMPLOYEE STOCK OPTION PLAN
                            (Full title of the Plan)
                            ------------------------
                                 Thomas E. Hales
                 President, Chairman and Chief Executive Officer
                               100 Dutch Hill Road
                           Orangeburg, New York 10962
                                 (845) 365-4600

                                    Copy to:

  Robert E. Blackburn, Esq.                         W. Edward Bright, Esq.
       General Counsel                            Thacher Proffitt & Wood LLP
     100 Dutch Hill Road                          Two World Financial Center
  Orangeburg, New York 10962                       New York, New York 10281
       (845) 365-4600                                   (212) 912-7400

     (Name and address, including Zip Code, telephone number and area code,
                             of agent for service)
                            ------------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================================
    Title of Securities to be     Amount to be Registered      Proposed Maximum         Proposed Maximum         Amount of
           Registered                       (1)               Offering Price Per       Aggregate Offering    Registration Fee
                                                                    Share                    Price
-------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                        <C>                   <C>                       <C>
  Common Stock, $0.01 par value       2,098,298 Shares           $24.375 (2)           $51,146,013.75 (2)        $6,019.89
-------------------------------------------------------------------------------------------------------------------------------
  Common Stock, $0.01 par value         201,702 Shares            21.15  (3)           $ 4,265,997.30 (3)        $  502.11
===============================================================================================================================
</TABLE>

(1)  Based on 1,800,000 shares of common stock ("Shares") of U.S.B. Holding Co.,
     Inc. (the "Company") reserved for issuance upon exercise of options granted
     pursuant to the 2005 Employee Stock Option Plan and 500,000 Shares reserved
     for issuance upon exercise of options granted pursuant to the 2005 Director
     Stock Option Plan. In addition to such Shares, this registration statement
     also covers an undetermined number of Shares that, by reason of certain
     events specified in each of the plans, may become issuable upon exercise of
     options through the application of certain anti-dilution provisions.
(2)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457 of the Securities Act of 1933, pursuant to which
     2,098,298 Shares subject to outstanding options are deemed to be offered at
     $24.375 per share, the average of the daily high and low sales prices of
     Shares on the New York Stock Exchange at the close of trading as of July
     15, 2005.
(3)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457 of the Securities Act of 1933, pursuant to which
     201,702 Shares subject to outstanding options are deemed to be offered at
     $21.15 per share, the price at which such options may be exercised.
================================================================================


<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.       PLAN INFORMATION.

         Not required to be filed with the Securities and Exchange Commission
(the "Commission").

ITEM 2.       REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Note: The document containing the information specified in this Part I
will be sent or given to employees as specified by Rule 428(b)(1). Such document
need not be filed with the Commission either as part of this registration
statement or as prospectuses or prospectus supplements pursuant to Rule 424.
These documents and the documents incorporated by reference in this registration
statement pursuant to Item 3 of Part II of this form, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act
of 1933, as amended (the "Securities Act").

                                     PART II

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.

         (1)      The description of the Company's Common Stock contained in its
                  Registration Statement on Form 8-A filed with the Commission
                  on December 8, 1999;

         (2)      The Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 2004;

         (3)      The Company's Quarterly Report on Form 10-Q for the quarter
                  ended March 31, 2005; and

         (4)      The Company's Current Reports on Form 8-K dated June 16, 2005,
                  May 31, 2005 (but only with respect to the information filed
                  with the Commission under Item 1.01 of the Form 8-K) and April
                  20, 2005.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
after the end of the fiscal year ended December 31, 2004 and prior to the filing
of a post-effective amendment which indicates that all Shares offered hereby
have been sold or which deregisters all Shares then remaining unsold, shall be
deemed to be incorporated by reference into this registration statement and to
be a part hereof from the date of filing of such documents. Any statement
contained herein or 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 document which is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this registration statement.

         The Company will provide without charge to each person to whom this
prospectus is delivered, upon request of any such person, a copy of any or all
of the foregoing documents incorporated herein by reference (other than exhibits
to such documents). Written requests should be directed to the Investor
Relations Department, 100 Dutch Hill Road, Orangeburg, New York 10962. Telephone
requests may be directed to (845) 365-4600.

ITEM 4.       DESCRIPTION OF SECURITIES.

                  Not applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law (the "DGCL"), inter
alia, empowers a Delaware corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than an action by or in the right of
the corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him or her in connection with such action, suit or proceeding if he or she
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. Similar indemnity is authorized for such person against
expenses (including attorneys' fees) actually and reasonably incurred in
connection with the defense or settlement of any such threatened, pending or
completed action or suit if such person acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interests of the
corporation, and provided further that (unless a court of competent jurisdiction
otherwise provides) such person shall not have been adjudged liable to the
corporation. Any such indemnification may be made only as authorized in each
specific case upon a determination by the shareholders or disinterested
directors or by independent legal counsel in a written opinion that
indemnification is proper because the indemnitee has met the applicable standard
of conduct.

         Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him or her, and incurred by him or her in
any such capacity, or arising out of his or her status as such, whether or not
the corporation would otherwise have the power to indemnify him or her under
Section 145.

         Section 9 of the Company's Restated Certificate of Incorporation limits
the personal liability of directors. It states that a director of the Company
shall not be personally liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director except for liability (i) for
any breach of the director's duty of loyalty to the Company 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. If the DGCL is amended to authorize the further elimination or
limitation of the liability of directors, then the liability of a director of
the Company shall also be limited to the fullest extent permitted by the amended
DGCL.

         Article 8 of the Bylaws of the Company (the "Bylaws") provides that the
Company will indemnify any person who was or is a party or is 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 or she is or was a director or officer of the
Company, against certain expenses (including attorney's fees), judgments, fines
and amounts paid in settlement incurred by him or her in connection with such
action, suit or proceeding to the full extent permitted by the DGCL and any
other applicable law. The Company may also provide similar indemnification to
any employee or agent of the Company for any action, suit or proceeding by
reason of the fact that the individual is or was an employee or agent of the
Company or is or was serving at the request of the Company as a director,
officer, employee or agent of another entity.

         Article 8 of the Bylaws also authorizes the Company to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Company, or is or was serving in such capacity at the
request of the Company for another entity, against any liability asserted
against or incurred by him or her in such capacity or arising out of his or her
status as such, whether or not the Company would have the power under the Bylaws
or the DGCL or any other law to so indemnify such individual.

         The Bylaws also provide that the right of indemnification provided
under the Bylaws is not exclusive of and does not in any way limit any other
rights.

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

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.       EXHIBITS.

         4.1      U.S.B. Holding Co., Inc. 2005 Employee Stock Option Plan,
                  incorporated herein by reference to Appendix A to the
                  Company's Proxy Statement filed on April 28, 2005

         4.2      U.S.B. Holding Co., Inc. 2005 Director Stock Option Plan,
                  incorporated herein by reference to Appendix B to the
                  Company's Proxy Statement filed on April 28, 2005

         4.3      Form of Stock Option Agreement under the U.S.B. Holding Co.,
                  Inc. 2005 Employee Stock Option Plan

         4.4      Form of Stock Option Agreement under the U.S.B. Holding Co.,
                  Inc. 2005 Director Stock Option Plan, incorporated herein by
                  reference to Exhibit 10.2 to the Company's Current Report on
                  Form 8-K filed on June 16, 2005

         4.5      Restated Certificate of Incorporation of U.S.B. Holding Co.,
                  Inc., incorporated herein by reference to the Company's
                  Quarterly Report on Form 10-Q for the quarter ended June 30,
                  2002, and filed on August 14, 2002

         4.6      Bylaws of U.S.B. Holding Co., Inc., incorporated herein by
                  reference to the Company's Registration Statement on Form S-14
                  (File No. 2-79734)

         5        Opinion of Thacher Proffitt & Wood LLP, counsel for the
                  Company, as to the legality of the securities being registered

         23.1     Consent of Thacher Proffitt & Wood LLP (included in Exhibit 5
                  hereof)

         23.2     Consent of Deloitte & Touche LLP

ITEM 9.       UNDERTAKINGS.

A.       Rule 415 offering. 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;

                  (ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement; and

                  (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 in the registration statement;

                  Provided, however, that paragraphs A(1)(i) and A(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference in
the registration Statement.

         (2)      That, for the purpose of determining liability under the
                  Securities Act, 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. Filings incorporating subsequent Exchange Act documents by
reference. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement 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.

         C. Incorporated annual and quarterly reports. The undersigned
registrant hereby undertakes to deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3
or Rule 14c-3 under the Exchange Act; and, where interim financial information
required to be presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information.

         D. Filing of registration on Form S-8. Insofar as indemnification for
liabilities arising under the Securities Act 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 Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant for expenses incurred or paid by a director, officer or controlling
person of 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 whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.


<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Company
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 July 22, 2005.


                                            U.S.B. Holding Co., Inc.

                                            By:   /s/ Thomas E. Hales
                                                  ---------------------------

                                                  Thomas E. Hales
                                                  Chairman and CEO

Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.

<TABLE>
<CAPTION>

Name                              Title                                              Date
----                              -----                                              ----
<S>                             <C>                                           <C>
/s/ Thomas E. Hales             Chairman of the Board and                     July 22, 2005
-------------------             Chief Executive Officer and
Thomas E. Hales                 Director


/s/ Steven T. Sabatini          Senior Executive Vice President, Chief        July 22, 2005
----------------------          Financial Officer and Assistant Secretary
Steven T. Sabatini


/s/ Raymond J. Crotty           President and Chief Operating                 July 22, 2005
---------------------           Officer, Secretary and Director
Raymond J. Crotty


/s/ Michael H. Fury             Director                                      July 22, 2005
-------------------
Michael H. Fury


/s/ Edward T. Lutz              Director                                      July 22, 2005
------------------
Edward T. Lutz


/s/ Kevin J. Plunkett           Director                                      July 22, 2005
---------------------
Kevin J. Plunkett


                                Director                                      July 22, 2005
---------------------
Kenneth J. Torsoe


/s/ Howard V. Ruderman          Director                                      July 22, 2005
----------------------
Howard V. Ruderman
</TABLE>


<PAGE>


                                  EXHIBIT INDEX

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

         4.1      U.S.B. Holding Co., Inc. 2005 Employee Stock Option Plan,
                  incorporated herein by reference to Appendix A to the
                  Company's Proxy Statement filed on April 28, 2005

         4.2      U.S.B. Holding Co., Inc. 2005 Director Stock Option Plan,
                  incorporated herein by reference to Appendix B to the
                  Company's Proxy Statement filed on April 28, 2005

         4.3      Form of Stock Option Agreement under the U.S.B. Holding Co.,
                  Inc. 2005 Employee Stock Option Plan

         4.4      Form of Stock Option Agreement under the U.S.B. Holding Co.,
                  Inc. 2005 Director Stock Option Plan, incorporated herein by
                  reference to Exhibit 10.2 to the Company's Current Report on
                  Form 8-K filed on June 16, 2005

         4.5      Restated Certificate of Incorporation of U.S.B. Holding Co.,
                  Inc., incorporated herein by reference to the Company's
                  Quarterly Report on Form 10-Q for the quarter ended June 30,
                  2002, and filed on August 14, 2002

         4.6      Bylaws of U.S.B. Holding Co., Inc., incorporated herein by
                  reference to the Company's Registration Statement on Form S-14
                  (File No. 2-79734)

         5        Opinion of Thacher Proffitt & Wood LLP, counsel for the
                  Company, as to the legality of the securities being registered

         23.1     Consent of Thacher Proffitt & Wood LLP (included in Exhibit 5
                  hereof)

         23.2     Consent of Deloitte & Touche LLP
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{"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": "333-126815", "film-number": "05968852"}, "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"}}
As filed with the Securities and Exchange Commission on July 22, 2005
                                Registration No.
================================================================================

                       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 or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                         Identification No.)
                               100 Dutch Hill Road
                           Orangeburg, New York 10962
                                 (845) 365-4600
          (Address, including Zip Code, of principal executive offices)
                            ------------------------
            U.S.B. HOLDING CO., INC. 2005 DIRECTOR STOCK OPTION PLAN
            U.S.B. HOLDING CO., INC. 2005 EMPLOYEE STOCK OPTION PLAN
                            (Full title of the Plan)
                            ------------------------
                                 Thomas E. Hales
                 President, Chairman and Chief Executive Officer
                               100 Dutch Hill Road
                           Orangeburg, New York 10962
                                 (845) 365-4600

                                    Copy to:

  Robert E. Blackburn, Esq.                         W. Edward Bright, Esq.
       General Counsel                            Thacher Proffitt & Wood LLP
     100 Dutch Hill Road                          Two World Financial Center
  Orangeburg, New York 10962                       New York, New York 10281
       (845) 365-4600                                   (212) 912-7400

     (Name and address, including Zip Code, telephone number and area code,
                             of agent for service)
                            ------------------------

                         CALCULATION OF REGISTRATION FEE
===============================================================================================================================
    Title of Securities to be     Amount to be Registered      Proposed Maximum         Proposed Maximum         Amount of
           Registered                       (1)               Offering Price Per       Aggregate Offering    Registration Fee
                                                                    Share                    Price
-------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value       2,098,298 Shares           $24.375 (2)           $51,146,013.75 (2)        $6,019.89
-------------------------------------------------------------------------------------------------------------------------------
  Common Stock, $0.01 par value         201,702 Shares            21.15  (3)           $ 4,265,997.30 (3)        $  502.11
===============================================================================================================================
(1)  Based on 1,800,000 shares of common stock ("Shares") of U.S.B. Holding Co.,
     Inc. (the "Company") reserved for issuance upon exercise of options granted
     pursuant to the 2005 Employee Stock Option Plan and 500,000 Shares reserved
     for issuance upon exercise of options granted pursuant to the 2005 Director
     Stock Option Plan. In addition to such Shares, this registration statement
     also covers an undetermined number of Shares that, by reason of certain
     events specified in each of the plans, may become issuable upon exercise of
     options through the application of certain anti-dilution provisions.
(2)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457 of the Securities Act of 1933, pursuant to which
     2,098,298 Shares subject to outstanding options are deemed to be offered at
     $24.375 per share, the average of the daily high and low sales prices of
     Shares on the New York Stock Exchange at the close of trading as of July
     15, 2005.
(3)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457 of the Securities Act of 1933, pursuant to which
     201,702 Shares subject to outstanding options are deemed to be offered at
     $21.15 per share, the price at which such options may be exercised.
================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.       PLAN INFORMATION.

         Not required to be filed with the Securities and Exchange Commission
(the "Commission").

ITEM 2.       REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Note: The document containing the information specified in this Part I
will be sent or given to employees as specified by Rule 428(b)(1). Such document
need not be filed with the Commission either as part of this registration
statement or as prospectuses or prospectus supplements pursuant to Rule 424.
These documents and the documents incorporated by reference in this registration
statement pursuant to Item 3 of Part II of this form, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act
of 1933, as amended (the "Securities Act").

                                     PART II

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.

         (1)      The description of the Company's Common Stock contained in its
                  Registration Statement on Form 8-A filed with the Commission
                  on December 8, 1999;

         (2)      The Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 2004;

         (3)      The Company's Quarterly Report on Form 10-Q for the quarter
                  ended March 31, 2005; and

         (4)      The Company's Current Reports on Form 8-K dated June 16, 2005,
                  May 31, 2005 (but only with respect to the information filed
                  with the Commission under Item 1.01 of the Form 8-K) and April
                  20, 2005.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
after the end of the fiscal year ended December 31, 2004 and prior to the filing
of a post-effective amendment which indicates that all Shares offered hereby
have been sold or which deregisters all Shares then remaining unsold, shall be
deemed to be incorporated by reference into this registration statement and to
be a part hereof from the date of filing of such documents. Any statement
contained herein or 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 document which is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this registration statement.

         The Company will provide without charge to each person to whom this
prospectus is delivered, upon request of any such person, a copy of any or all
of the foregoing documents incorporated herein by reference (other than exhibits
to such documents). Written requests should be directed to the Investor
Relations Department, 100 Dutch Hill Road, Orangeburg, New York 10962. Telephone
requests may be directed to (845) 365-4600.

ITEM 4.       DESCRIPTION OF SECURITIES.

                  Not applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law (the "DGCL"), inter
alia, empowers a Delaware corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than an action by or in the right of
the corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him or her in connection with such action, suit or proceeding if he or she
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. Similar indemnity is authorized for such person against
expenses (including attorneys' fees) actually and reasonably incurred in
connection with the defense or settlement of any such threatened, pending or
completed action or suit if such person acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interests of the
corporation, and provided further that (unless a court of competent jurisdiction
otherwise provides) such person shall not have been adjudged liable to the
corporation. Any such indemnification may be made only as authorized in each
specific case upon a determination by the shareholders or disinterested
directors or by independent legal counsel in a written opinion that
indemnification is proper because the indemnitee has met the applicable standard
of conduct.

         Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him or her, and incurred by him or her in
any such capacity, or arising out of his or her status as such, whether or not
the corporation would otherwise have the power to indemnify him or her under
Section 145.

         Section 9 of the Company's Restated Certificate of Incorporation limits
the personal liability of directors. It states that a director of the Company
shall not be personally liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director except for liability (i) for
any breach of the director's duty of loyalty to the Company 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. If the DGCL is amended to authorize the further elimination or
limitation of the liability of directors, then the liability of a director of
the Company shall also be limited to the fullest extent permitted by the amended
DGCL.

         Article 8 of the Bylaws of the Company (the "Bylaws") provides that the
Company will indemnify any person who was or is a party or is 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 or she is or was a director or officer of the
Company, against certain expenses (including attorney's fees), judgments, fines
and amounts paid in settlement incurred by him or her in connection with such
action, suit or proceeding to the full extent permitted by the DGCL and any
other applicable law. The Company may also provide similar indemnification to
any employee or agent of the Company for any action, suit or proceeding by
reason of the fact that the individual is or was an employee or agent of the
Company or is or was serving at the request of the Company as a director,
officer, employee or agent of another entity.

         Article 8 of the Bylaws also authorizes the Company to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Company, or is or was serving in such capacity at the
request of the Company for another entity, against any liability asserted
against or incurred by him or her in such capacity or arising out of his or her
status as such, whether or not the Company would have the power under the Bylaws
or the DGCL or any other law to so indemnify such individual.

         The Bylaws also provide that the right of indemnification provided
under the Bylaws is not exclusive of and does not in any way limit any other
rights.

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

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.       EXHIBITS.

         4.1      U.S.B. Holding Co., Inc. 2005 Employee Stock Option Plan,
                  incorporated herein by reference to Appendix A to the
                  Company's Proxy Statement filed on April 28, 2005

         4.2      U.S.B. Holding Co., Inc. 2005 Director Stock Option Plan,
                  incorporated herein by reference to Appendix B to the
                  Company's Proxy Statement filed on April 28, 2005

         4.3      Form of Stock Option Agreement under the U.S.B. Holding Co.,
                  Inc. 2005 Employee Stock Option Plan

         4.4      Form of Stock Option Agreement under the U.S.B. Holding Co.,
                  Inc. 2005 Director Stock Option Plan, incorporated herein by
                  reference to Exhibit 10.2 to the Company's Current Report on
                  Form 8-K filed on June 16, 2005

         4.5      Restated Certificate of Incorporation of U.S.B. Holding Co.,
                  Inc., incorporated herein by reference to the Company's
                  Quarterly Report on Form 10-Q for the quarter ended June 30,
                  2002, and filed on August 14, 2002

         4.6      Bylaws of U.S.B. Holding Co., Inc., incorporated herein by
                  reference to the Company's Registration Statement on Form S-14
                  (File No. 2-79734)

         5        Opinion of Thacher Proffitt & Wood LLP, counsel for the
                  Company, as to the legality of the securities being registered

         23.1     Consent of Thacher Proffitt & Wood LLP (included in Exhibit 5
                  hereof)

         23.2     Consent of Deloitte & Touche LLP

ITEM 9.       UNDERTAKINGS.

A.       Rule 415 offering. 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;

                  (ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement; and

                  (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 in the registration statement;

                  Provided, however, that paragraphs A(1)(i) and A(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference in
the registration Statement.

         (2)      That, for the purpose of determining liability under the
                  Securities Act, 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. Filings incorporating subsequent Exchange Act documents by
reference. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement 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.

         C. Incorporated annual and quarterly reports. The undersigned
registrant hereby undertakes to deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3
or Rule 14c-3 under the Exchange Act; and, where interim financial information
required to be presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information.

         D. Filing of registration on Form S-8. Insofar as indemnification for
liabilities arising under the Securities Act 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 Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant for expenses incurred or paid by a director, officer or controlling
person of 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 whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act, the Company
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 July 22, 2005.

                                            U.S.B. Holding Co., Inc.

                                            By:   /s/ Thomas E. Hales
                                                  ---------------------------

                                                  Thomas E. Hales
                                                  Chairman and CEO

Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.
Name                              Title                                              Date
----                              -----                                              ----
/s/ Thomas E. Hales             Chairman of the Board and                     July 22, 2005
-------------------             Chief Executive Officer and
Thomas E. Hales                 Director

/s/ Steven T. Sabatini          Senior Executive Vice President, Chief        July 22, 2005
----------------------          Financial Officer and Assistant Secretary
Steven T. Sabatini

/s/ Raymond J. Crotty           President and Chief Operating                 July 22, 2005
---------------------           Officer, Secretary and Director
Raymond J. Crotty

/s/ Michael H. Fury             Director                                      July 22, 2005
-------------------
Michael H. Fury

/s/ Edward T. Lutz              Director                                      July 22, 2005
------------------
Edward T. Lutz

/s/ Kevin J. Plunkett           Director                                      July 22, 2005
---------------------
Kevin J. Plunkett

                                Director                                      July 22, 2005
---------------------
Kenneth J. Torsoe

/s/ Howard V. Ruderman          Director                                      July 22, 2005
----------------------
Howard V. Ruderman
EXHIBIT INDEX

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

         4.1      U.S.B. Holding Co., Inc. 2005 Employee Stock Option Plan,
                  incorporated herein by reference to Appendix A to the
                  Company's Proxy Statement filed on April 28, 2005

         4.2      U.S.B. Holding Co., Inc. 2005 Director Stock Option Plan,
                  incorporated herein by reference to Appendix B to the
                  Company's Proxy Statement filed on April 28, 2005

         4.3      Form of Stock Option Agreement under the U.S.B. Holding Co.,
                  Inc. 2005 Employee Stock Option Plan

         4.4      Form of Stock Option Agreement under the U.S.B. Holding Co.,
                  Inc. 2005 Director Stock Option Plan, incorporated herein by
                  reference to Exhibit 10.2 to the Company's Current Report on
                  Form 8-K filed on June 16, 2005

         4.5      Restated Certificate of Incorporation of U.S.B. Holding Co.,
                  Inc., incorporated herein by reference to the Company's
                  Quarterly Report on Form 10-Q for the quarter ended June 30,
                  2002, and filed on August 14, 2002

         4.6      Bylaws of U.S.B. Holding Co., Inc., incorporated herein by
                  reference to the Company's Registration Statement on Form S-14
                  (File No. 2-79734)

         5        Opinion of Thacher Proffitt & Wood LLP, counsel for the
                  Company, as to the legality of the securities being registered

         23.1     Consent of Thacher Proffitt & Wood LLP (included in Exhibit 5
                  hereof)

         23.2     Consent of Deloitte & Touche LLP