PAGE 1 OF  2

                                                                 EXHIBIT (14)(b)

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

                            SENIOR FINANCIAL OFFICERS
                         AND PRINCIPAL EXECUTIVE OFFICER
                             CODE OF ETHICAL CONDUCT
                         RELATED TO FINANCIAL ACTIVITIES

PREFACE

The honesty, integrity, and sound judgment of senior financial officers and the
principal executive officer is fundamental to the reputation and success of
U.S.B. Holding Co., Inc. (the "Company"). While all employees, officers, and
directors are required to adhere to a Company CODE OF ETHICS, the professional
and ethical conduct of senior financial officers and principal executive
officers as it relates to financial activities is essential to the proper
function and success of the Company as a financial services provider.

Senior financial officers and the principal executive officer hold an important
and elevated role in corporate governance. These individuals are key members of
the management team, who are uniquely capable and empowered to ensure that the
interests of stakeholders (including stockholders, customers, employees,
suppliers, and the communities in which the Company operates) are appropriately
balanced, protected, and preserved. Senior financial officers and the principal
executive officer fulfill this responsibility by prescribing and enforcing the
policies and procedures employed in the Company's financial operations.

SENIOR FINANCIAL OFFICERS AND THE PRINCIPAL EXECUTIVE OFFICER CODE OF ETHICAL
CONDUCT

Senior financial officers and the principal executive officer of the Company
responsible for or performing accounting, audit, financial management, or
similar functions must:

o     Act with honesty and integrity, avoiding actual or apparent conflicts
      of interest in personal and professional relationships.

o     Provide colleagues with information that is accurate, complete,
      objective, relevant, timely, and understandable.

o     Be familiar with legal disclosures requirements applicable to the Company.

o     Comply with the letter and spirit of applicable laws, rules, and
      regulations of federal, state, and local governments and other
      appropriate private and public regulatory agencies.

o     Provide, or cause to be provided, full, fair, accurate, timely, and
      understandable disclosure in reports and documents that the Company
      files with or submits to the SEC and other governmental agencies or
      provides to its auditors, and in all other public communications.

o     Act in good faith, with due care, competence, and diligence without
      misrepresenting material facts or allowing independent judgment to be
      subordinated.

o     Respect the confidentiality of information acquired in the course of
      employment.

o     Share knowledge and maintain skills necessary and relevant to the
      Company's needs.

o     Proactively promote ethical and honest behavior within the workplace.

o     Assure responsible use of and control of all assets, resources, and
      information in possession of the Company.


                                  Page 1 of 2
<PAGE>


o     Disclose any and all transactions or relationships that could reasonably
      be expected to lead to actual or apparent conflicts of interest to the
      Company's Audit Committee. Examples of key conflicts of interest, include
      use of position at the Company to obtain improper personal benefit for
      oneself, one's family members or any other person, use of non-public
      Company, client, or vendor information for personal gain, having a
      material financial interest in the Company's vendors, clients or
      competitors, and any business transaction between the Company and oneself
      or one's family members.

o     Promptly report any possible violations of the Company's Code of Ethics
      or this Code of Ethical Conduct to the Company's Audit Committee.

o     Discharge supervisory responsibilities with respect to the Company's
      disclosure process diligently.

All senior financial officers and the principal executive officer are expected
to adhere to both the Company CODE OF ETHICS and the CODE OF ETHICAL CONDUCT FOR
U.S.B. HOLDING CO., INC. SENIOR FINANCIAL OFFICERS AND PRINCIPAL EXECUTIVE
OFFICER at all times. Any violation of this Code of Ethics shall be reported to
the Company's Audit Committee, which will assess the nature and materiality of
such violation and recommend appropriate action. All violations shall be
reported to the Board of Directors. The Board of Directors shall have the sole
and absolute discretionary authority to approve any deviation or waiver from
this CODE OF ETHICAL CONDUCT. Any waiver and the grounds for such waiver for a
senior financial officer and the principal executive officer shall be promptly
disclosed through a filing with the Securities and Exchange Commission on Form
8-K. Additionally, any change of this CODE OF ETHICAL CONDUCT shall be promptly
disclosed to stockholders.

Questions with respect to this Code of Ethics should be referred to the Chairman
of the Company's Audit Committee.



                                  Page 2 of 2