SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-K

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

For the fiscal year ended December 31, 2000       Commission File number 1-12811

                            U.S.B. HOLDING CO., INC.
             (Exact name of registrant as specified in its charter)

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

                 Delaware                                    36-3197969
      -------------------------------                    -------------------
      (State or other jurisdiction of                     (I.R.S. Employer
       incorporation or organization)                    Identification No.)

  100 Dutch Hill Rd., Orangeburg, New York                      10962
  ----------------------------------------                ------------------
  (Address of principal executive offices)                    (Zip Code)

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

          Securities registered pursuant to Section 12(b) of the Act:

                                                   Name of each exchange on
         Title of each Class                          which registered
         -------------------                          ----------------
    Common Stock ($0.01 par value)                 New York Stock Exchange

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

           Securities registered pursuant to section 12(g) of the Act:

                                 Title of Class
                                 --------------
                                      None

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|

             Class                          Outstanding at February 28, 2001
             -----                          --------------------------------
         Common Stock                              16,610,000 Shares
       ($0.01 par value)

The aggregate market value on February 28, 2001 of voting stock held by
non-affiliates of the Registrant was approximately $117,250,944.

Documents incorporated by reference:

Portions of the registrant's Annual Report to Stockholders for the year ended
December 31, 2000 are incorporated by reference in Part II of this report.

Portions of the registrant's definitive Proxy Statement for the 2001 Annual
Meeting of Stockholders is incorporated by reference in Part III of this report.

<PAGE>

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                                     PART I

ITEM 1. BUSINESS

      U.S.B. Holding Co., Inc. (the "Company"), a Delaware corporation
incorporated in 1982, is a bank holding company registered under the Bank
Holding Company Act of 1956, as amended, which provides financial services
through its wholly-owned subsidiaries. The Company and its subsidiaries derive
substantially all of their revenue and income from providing banking and related
financial services, primarily to customers in Rockland and Westchester Counties,
New York, as well as lower Fairfield County Connecticut and Manhattan, New York
City.

      Union State Bank (the "Bank"), the Company's commercial banking
subsidiary, is a New York chartered commercial bank established in 1969. The
Bank offers a wide range of banking services to individuals, municipalities,
corporations, and small and medium-size businesses through its 24 retail banking
facilities located in Rockland and Westchester Counties and one location each in
Stamford, Connecticut, and New York City. The Bank also has a limited branch
office located in Westchester County. The Bank's corporate offices are located
in Rockland County. The Bank's products and services include checking accounts,
NOW accounts, money market accounts, savings accounts (passbook and statement),
certificates of deposit, retirement accounts, commercial, personal, residential,
construction, home equity (second mortgage) and condominium mortgage loans,
consumer loans, credit cards, safe deposit facilities and other consumer
oriented financial services. The Bank also makes available to its customers
automated teller machines (ATMs), lock-box services and has a remote (PC)
banking service. The deposits of the Bank are insured to the extent permitted by
law pursuant to the Federal Deposit Insurance Act of 1950, as amended ("FDIA").

      In 1997, the Bank established two nonbank wholly-owned subsidiaries. Dutch
Hill Realty Corp. owns and manages problem assets and real estate acquired in
foreclosure from the Bank. U.S.B. Financial Services, Inc. began to offer sales
of various financial products, such as mutual funds, stocks and bonds, annuities
and life insurance in 1999. Such sales are offered through an arrangement with a
third party brokerage and insurance firm specializing in bank financial product
sales.

      TPNZ Preferred Funding Corporation, a wholly-owned subsidiary of the Bank
(formerly of Tarrytowns Savings Bank, FSB ["Tarrytowns"] until its merger with
and into the Bank on April 30, 1999), is a Real Estate Investment Trust formed
in March 1998 to manage certain mortgage-backed and other securities, and
mortgage loans previously owned by the Bank and Tarrytowns.

      In February 1997, the Company established Union State Capital Trust I, a
Delaware business trust, solely for the purpose of issuing trust capital
securities. See Note 11 to the Consolidated Financial Statements.

      The Company has a nonbank subsidiary, Ad Con, Inc., which is currently
inactive.

Employees

      As of December 31, 2000, the Company employed a total of 292 full-time and
29 part-time employees. The Company and its subsidiaries provide a variety of
benefit plans, including group life, health and stock ownership plans.
Management considers its employee relations to be satisfactory.

Competition

      The Bank's headquarters and fourteen of its branch offices are currently
located in Rockland County, New York. Eight of the Bank's branch offices are
located in Westchester County, New York. The Bank also has a branch location in
Stamford, Connecticut, and New York City, as well as an office that closes loans
and disburses funds in Tarrytown, New York. The Company's current deposits
constitute a market share that are approximately 13.00 percent and 1.64 percent
of Rockland and Westchester deposits, respectively.

      The Bank is the largest bank headquartered in Rockland County and has been
successful in its penetration of the Westchester market. The Bank believes it is
able to attract and retain customers because of its knowledge of its local
markets, and the ability of its professional staff to provide a high degree of
service to its customers. Within its market area, the Bank encounters
competition from many other financial institutions offering comparable products.
These competitors include other commercial banks (both locally based independent
banks and major New York City commercial banks) and savings banks, as well as
mortgage bankers, savings and loan associations and credit unions. In addition,
the Bank experiences competition in marketing some of its services from the
local operations of insurance companies, brokerage firms and other financial
institutions.

      The Company expects to continue to expand by opening new retail branches,
enhancing computerized and telephonic delivery channels, and expanding loan
originations in its market area. Acquisitions of other smaller financial
institutions and branches will be considered to supplement growth in the
Company's present markets and in contiguous markets. Acquisitions of other
nonbank financial institutions will also be considered to expand the Company's
product offerings.

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Supervision and Regulation

      The references under this heading to various aspects of supervision and
regulation are brief summaries which do not purport to be complete and which are
qualified in their entirety by reference to applicable laws, rules and
regulations.

      The Company, as a "bank holding company" under the Bank Holding Company
Act of 1956 (the "BHC Act"), is regulated and examined by the Board of Governors
of the Federal Reserve System (the "FRB") and is required to file with the FRB
an annual report and other information. The BHC Act restricts the business
activities and acquisitions that may be engaged in by the Company. The FRB may
make examinations of the Company and has the authority (which it has not
exercised) to regulate provisions of certain bank holding company debt. The BHC
Act requires every bank holding company to obtain the prior approval of the FRB
before acquiring substantially all the assets of, or direct or indirect
ownership or control of more than five percent of the voting shares of, any bank
that is not already majority-owned. Subject to certain limitations and
restrictions, a bank holding company, with the prior approval of the FRB, may
acquire an out-of-state bank. A national or state bank may also establish a de
novo branch out of state if such branching is expressly permitted by the other
state.

      The BHC Act also prohibits a bank holding company, with certain
exceptions, from engaging in or acquiring direct or indirect control of more
than five percent of the voting shares of any company engaged in non-banking
activities. One of the principal exceptions to these prohibitions is engaging
in, or acquiring shares of a company engaged in, activities found by the FRB, by
order or regulations, to be so closely related to banking or the management of
banks as to be a proper incident thereto. Activities determined by the FRB to be
so closely related to banking within the meaning of the BHC Act include
operating a mortgage company, finance company, credit card company, factoring
company, trust company or savings association; performing certain data
processing operations; providing limited securities brokerage services; acting
as an investment or financial advisor; acting as an insurance agent for certain
types of credit-related insurance; leasing personal property on a full-payout,
nonoperating basis; providing tax planning and preparation services; operating a
collection agency; and providing certain courier services. The FRB also has
determined that under the BHC Act certain other activities, including real
estate brokerage and syndication, land development, property management and
underwriting of life insurance unrelated to credit transactions, are not closely
related to banking and therefore are not a proper incident thereto.

      Rules effective April 21, 1997, remove tying restrictions on bank holding
companies and their nonbank subsidiaries and create exceptions from statutory
restrictions on bank tying arrangements to allow banks greater flexibility in
packaging their products with affiliates. These rules also streamline the bank
acquisition application process for "well managed," "well capitalized"
institutions, with satisfactory or better Community Reinvestment Act records.

      Historically, the BHC Act has restricted the business activities and
acquisitions that may be engaged in or made by the Company. The enactment of the
Gramm-Leach-Bliley Act of 1999 (the "GLB Act"), which became effective on March
11, 2000, permits bank holding companies to elect to be treated as "financial
holding companies." If the Company should elect to become a financial holding
company, the business activities and acquisitions or investments that may be
engaged in will be significantly expanded. A financial holding company is
authorized to engage in any activity that is financial in nature or incidental
to an activity that is financial in nature or is a complementary activity. These
activities include insurance, securities transactions and traditional banking
related activities. The GLB Act also authorizes a state bank to have a financial
subsidiary that engages, as a principal, in the same activities that are
permitted for a financial subsidiary of a national bank if the state bank meets
eligible criteria and special conditions for maintaining the financial
subsidiary. The GLB Act designates the Federal Reserve Board as the umbrella
supervisor of financial holding companies and adopts a system of functional
regulation where the primary regulation is determined by the nature of the
activity rather than the type of institution. If the Company should elect to
become a financial holding company, the Company may be subject to supervision
from different governmental agencies. As of the date hereof, the Company has
made no determination to elect to be treated as a financial holding company and,
accordingly, will still be subject to the BHC Act.

      The Company is a legal entity separate and distinct from its subsidiaries.
The ability of holders of debt and equity securities of the Company to benefit
from the distribution of assets from any subsidiary upon the liquidation or
reorganization of such subsidiary is subordinate to prior claims of creditors of
the subsidiary (including depositors in the case of banking subsidiaries),
except to the extent that a claim of the Company as a creditor may be
recognized.

      There are various statutory and regulatory limitations regarding the
extent to which present and future banking subsidiaries of the Company can
finance or otherwise transfer funds to the Company or its nonbanking
subsidiaries, whether in the form of loans, extensions of credit, investments or
asset purchases, including regulatory limitations on the payment of dividends
directly or indirectly to the Company from the Bank. Federal and state bank
regulatory agencies also have the authority to limit further the Bank's payment
of dividends based on


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such factors as the maintenance of adequate capital for such subsidiary banks,
which could reduce the amount of dividends otherwise payable. Under applicable
banking statutes, at December 31, 2000, the Bank could have declared additional
dividends of approximately $32.6 million to the Company without prior regulatory
approval.

      Under the policy of the FRB, the Company is expected to act as a source of
financial strength to the Bank and to commit resources to support the Bank in
circumstances where the Company might not do so absent such policy. In addition,
any subordinated loans by the Company to the Bank would also be subordinate in
right of payment to depositors and obligations to general creditors of such
subsidiary bank.

      The Bank is organized under the Banking Law of the State of New York. Its
operations are subject to Federal and State laws applicable to commercial banks
and to extensive regulation, supervision and examination by the Superintendent
of Banks and the Banking Board of the State of New York, as well as by the
Federal Deposit Insurance Corporation ("FDIC"), as its primary Federal regulator
and insurer of deposits. The New York Superintendent of Banks and the FDIC
examine the affairs of the Bank for the purpose of determining its financial
condition and compliance with laws and regulations.

      The New York Superintendent of Banks and the FDIC have significant
discretion in connection with their supervisory and enforcement activities and
examination policies, including policies with respect to the classification of
assets and the establishment of adequate loan loss reserves for regulatory
purposes. Any change in such policies whether by the FDIC, Congress, the New
York Superintendent of Banks or the New York Legislature could have a material
adverse impact on the Bank.

      The Company is subject to risk-based capital and leverage guidelines
issued by the FRB. The Bank , whose deposits are insured by the FDIC, are
subject to similar guidelines. These guidelines are utilized to evaluate capital
adequacy. The regulatory agencies are required by law to take specific prompt
corrective actions with respect to institutions that do not meet minimum capital
standards. As of December 31, 2000, the Bank was classified as "well
capitalized" for regulatory purposes. See "Capital Resources" under Management's
Discussion and Analysis of Financial Condition and Results of Operations, and
Note 13 to the Consolidated Financial Statements.

      Federal laws and regulations also limit, with certain exceptions, the
ability of banks to engage in activities or make equity investments that are not
permissible for national banks. The Company does not expect such provisions to
have a material adverse effect on the Bank or the Company.

Government Monetary Policies and Economic Controls

      The earnings and growth of the banking industry, the Company and the Bank
are affected by general economic conditions, as well as by the policies of
monetary authorities, including the Federal Reserve System. An important
function of the Federal Reserve System is to regulate the national supply of
bank credit in order to combat recession and curb inflationary pressures. Its
policies are used in varying combinations to influence overall growth of bank
loans, investments and deposits and may also affect interest rates charged on
loans or paid for deposits.

      In view of changing conditions in the national economy and the money
markets, as well as the effect of actions by monetary and fiscal authorities,
including the Federal Reserve System, no prediction can be made by the Company
as to possible future changes in interest rates, deposit levels, loan demand or
their effect on the business and earnings of the Company and the Bank.

ITEM 2. PROPERTIES

      The main office of the Company and the Bank, including the Executive
Offices, Finance, Commercial and Consumer Loan, Loan Administration, Legal,
Compliance, Human Resources, Internal Audit, Operations Center, Transit and Data
Processing Departments, and Marketing Departments, is located at its Corporate
Headquarters which is owned by the Bank at 100 Dutch Hill Road, Orangeburg, New
York. The Bank's main branch is located at 46 College Avenue, Nanuet, New York
in premises that are leased by the Bank. The Bank also has a limited purpose
branch located at 660 White Plains Road in Tarrytown, New York that may
originate loans and disburse funds.

      In addition to the main office in Nanuet, the Bank operates thirteen
retail banking branches in Rockland County, New York: 270 South Little Tor Road,
New City; 87 Route 59, Monsey; 115 South Main Street, New City; 45 Kennedy
Drive, Spring Valley; 35 South Liberty Drive, Stony Point; One Broadway,
Haverstraw; Route 9W and Railroad Avenue, West Haverstraw; 338 Route 59, Central
Nyack; 230 North Middletown Road, Pearl River; 747 Chestnut Ridge Road, Chestnut
Ridge; 65 Dutch Hill Road, Orangeburg; 59 Route 59, Suffern and 4 North Main
Street, Spring Valley. The premises of the Little Tor Road, 45 Kennedy Drive,
Spring Valley, Central Nyack, Chestnut Ridge, Nanuet and Orangeburg branch
offices are leased, while the other Rockland branch offices are owned by the
Bank. The Bank also operates eight retail banking branches in Westchester
County, New York: 131 Central Avenue, Tarrytown; 75 North Broadway, Tarrytown;
299 Bedford Road, Bedford Hills; 3000 East Main Street, Cortlandt Manor, and 28
Le Count Place, New Rochelle, which are owned, and leased locations at 76


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Virginia Road, North White Plains; 88 Croton Avenue, Ossining; and 270 Martine
Avenue, White Plains. The Bank also operates retail banking branches at 11 East
22nd Street, New York, New York, and 999 Bedford Street, Stamford, Connecticut,
both of which are leased.

      The Bank closed its 7 College Avenue branch in April 2000. Customers of
this office continue to be serviced by the Bank's main branch. In addition, the
Residential Mortgage Loan office was relocated from the 7 College Avenue
location to the Bank's Corporate headquarters facility in April 2000.

      In the opinion of management, the premises, fixtures, and equipment used
by the Company and the Bank are adequate and suitable for the conduct of their
businesses. All the facilities are well maintained and provide adequate parking.

ITEM 3. LEGAL PROCEEDINGS

      Various actions and proceedings are presently pending to which the Company
is a party. Management, based on the advice of legal counsel, is of the opinion
that the aggregate liabilities, if any, arising from such actions would not have
a material adverse effect on the Consolidated Financial Statements of the
Company.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      None.

                                     PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER
        MATTERS

Market Information and Holders

      The Company's common stock was held of record as of February 28, 2001 by
approximately 1,400 registered stockholders and has been listed on the New York
Stock Exchange since December 28, 1999. Prior to such listing, the Company's
common stock was traded on the American Stock Exchange since April 16, 1997, and
prior to that sporadically in the over-the-counter market and in private
transactions.

      The common stock price information that follows is based on transactions
as reported by the New York Stock Exchange since December 28, 1999 and the
American Stock Exchange for periods prior to that date. Prices quoted, adjusted
for the 5 percent stock dividend distributed in May 2000, is as follows :

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                                                2000                  1999
                                          High        Low       High        Low
--------------------------------------------------------------------------------
First Quarter                            $14.88     $13.39     $15.36     $13.33
Second Quarter                            14.40      12.00      14.58      12.80
Third Quarter                             14.00      12.00      15.95      12.86
Fourth Quarter                            13.19       9.88      15.36      13.63
First Quarter 2001, through
      February 28, 2001                   13.88      11.09
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Dividends

      The Board of Directors of the Company has adopted a policy of paying
quarterly cash dividends to holders of its common stock. In 2000, quarterly cash
dividends were paid as follows: $0.067 to stockholders of record on March 31;
and $0.08 per share to stockholders of record on June 30, September 30 and
December 31. In 1999, quarterly cash dividends of $0.057 per share were paid to
stockholders of record on March 31, and $0.067 per share to stockholders of
record on June 30, September 30, and December 31.

      Stock dividends of 5 percent and 10 percent were declared by the Company
for stockholders of record on May 1, 2000 and December 7, 1998 and distributed
on May 15, 2000 and December 21, 1998, respectively.

      Any funds that the Company may require in the future to pay cash
dividends, as well as various Company expenses, are expected to be obtained by
the Company chiefly in the form of cash dividends from the Bank and secondarily
from the issuance of stock under Director and Employee Stock Option Plans. The
ability of the Company to declare and pay dividends in the future will depend
not only upon its future earnings and financial condition, but also upon the
future earnings and financial condition of the Bank and its nonbank subsidiaries
and upon the ability of the Bank to transfer funds to the Company in the form of
cash dividends and otherwise. The Company is a separate and distinct legal
entity from its subsidiaries. The Company's right to participate in any
distribution of the assets or earnings of its subsidiaries is subject to prior
claims of creditors of the subsidiaries.

      Under New York Banking Law, a New York bank may declare and pay dividends
not more often than quarterly and no dividends may be declared, credited, or
paid so long as there is any impairment of capital stock. In addition, except
with the approval of the New York State Superintendent of Banks, the total of
all dividends declared in any year may not exceed the sum of a bank's net
profits for that year and its undistributed net profits for the preceding two
years, less any required transfers to surplus. A bank may be required to
transfer to surplus up to 10 percent of its net profits in any accounting period
if its combined capital stock, surplus and undivided profit accounts do not
equal 10 percent of its net deposit liabilities.


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      The Company may not pay dividends on its common stock or preferred stock
if it is in default with respect to the junior subordinated debt or the Capital
Securities issued in February 1997, or if the Company elects to defer payment
for up to five years as permitted under the terms of such junior subordinated
debt and Capital Securities.

      The payment of dividends by the Company may also be limited by the Federal
Reserve Board's capital adequacy and dividend payment guidelines applicable to
bank holding companies (see Item 1 - Business-Supervision and Regulation). Under
these guidelines, the Company may not pay any dividends on shares of the
Company's common stock until such time as its debt to equity ratio (as defined,
including long-term debt qualifying as capital) is below 30 percent.

ITEM 6. SELECTED FINANCIAL DATA

      The information required by this Item is incorporated by reference from
the table entitled "Selected Financial Data" of the Company's 2000 Annual Report
to Stockholders.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

      The information required by this Item is incorporated by reference from
the Company's 2000 Annual Report to Stockholders.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      The information required by this item is incorporated by reference from
the Company's 2000 Annual Report to Stockholders.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      The information required by this Item is incorporated by reference from
the Company's 2000 Annual Report to Stockholders.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

      None.

                                    PART III

      The information required by Items 10, 11, 12 and 13 is incorporated by
reference from the Company's definitive Proxy Statement for its Annual Meeting
of Stockholders that will be filed with the Commission not later than 120 days
after December 31, 2000.

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES AND REPORTS ON FORM 8-K

(A) Documents Filed as a Part of this Report:

1. and 2. Financial Statements and Schedules

      The following financial statements of the Company and its subsidiaries are
incorporated in Item 8 by reference from the Company's 2000 Annual Report to
Stockholders:

INDEPENDENT AUDITORS' REPORT

CONSOLIDATED STATEMENTS OF CONDITION, DECEMBER 31, 2000 AND 1999

CONSOLIDATED STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31, 2000, 1999
AND 1998

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2000,
1999 AND 1998

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE YEARS ENDED
DECEMBER 31, 2000, 1999 AND 1998

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

      Supplemental Schedules are omitted because of the absence of the
conditions under which they are required or because the required information is
included in the Consolidated Financial Statements and the Notes thereto.

3. EXHIBITS

Exhibit     Exhibit
   No.

(3)(a)  Amended and Restated Certificate of Incorporation of Registrant
        (incorporated herein by reference to Registrant's Quarterly Report on
        Form 10-Q for the quarter ended June 30, 1998, Exhibit (3)(a)).

(3)(b)  Bylaws of Registrant (incorporated herein by reference from Registrant's
        Registration Statement on Form S-14 (file no. 2-79734), Exhibit 3(b)).

(4)(a)  Junior Subordinated Indenture, dated February 5, 1997, between
        Registrant and The Chase Manhattan Bank, as trustee (incorporated herein
        by reference to Registrant's Annual Report on Form 10-K for the year
        ended December 31, 1996 ("1996 10-K"), Exhibit (4)(a)).


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(4)(b)   Guarantee Agreement, dated February 5, 1997, by and between Registrant
         and The Chase Manhattan Bank, as trustee for the holders of 9.58%
         Capital Securities of Union State Capital Trust I (incorporated herein
         by reference to Registrant's 1996 10-K, Exhibit (4)(b)).

(4)(c)   Amended and Restated Declaration of Trust of Union State Capital Trust
         I (incorporated herein by reference to Registrant's 1996 10-K, Exhibit
         (4)(c)).

(10)(a)  Agreement of Employment dated as of November 16, 1998 and as amended
         November 8, 2000 between the Company and the Bank and Thomas E. Hales
         (incorporated herein by reference to Registrant's Quarterly Report on
         Form 10-Q for the quarter ended September 30, 2000 ("2000 Third Quarter
         10-Q"), Exhibit (10)(a)).

(10)(b)  Agreement of Employment dated as of November 16, 1998 and as amended
         November 8, 2000 between the Company and the Bank and Raymond J. Crotty
         (incorporated herein by reference to Registrant's 2000 Third Quarter
         10-Q, Exhibit (10)(b)).

(10)(c)  Agreement of Employment dated as of November 16, 1998 and as amended
         November 8, 2000 between the Company and the Bank and Steven T.
         Sabatini (incorporated herein by reference to Registrant's 2000 Third
         Quarter 10-Q, (10)(c)).

(10)(d)  Registrant's 1984 Incentive Stock Option Plan (incorporated herein by
         reference from Form S-8 Registration Statement (file No. 2-90674),
         Exhibit 28 (b)).

(10)(e)  Registrant's 1993 Incentive Stock Option Plan (incorporated herein by
         reference from Registrant's Quarterly Report on Form 10-Q for the
         quarter ended September 30, 1999 ("1999 Third Quarter 10-Q"), Exhibit
         (10)(e)).

(10)(f)  Registrant's Employee Stock Ownership Plan (With Code Section 401(k)
         Provisions) (incorporated herein by reference from Registrant's Annual
         Report on Form 10-K for the year ended December 31, 1993, Exhibit
         (10)(d)).

(10)(g)  Registrant's Dividend Reinvestment and Stock Purchase Plan
         (incorporated herein by reference from Registrant's Form S-3
         Registration Statement (file No. 33-72788)).

(10)(h)  Registrant's Director Stock Option Plan (incorporated herein by
         reference to Registrant's 1996 10-K, Exhibit (10)(f)).

(10)(i)  Registrant's 1998 Director Stock Option Plan (incorporated herein by
         reference to Registrant's Form S-8 Registration Statement, filed June
         5, 1998, Exhibit (10)(d)).

(10)(j)  Registrant's Key Employees' Supplemental Investment Plan, as amended
         July 1, 1997 and September 1, 1998 (incorporated herein by reference to
         the Plan's Annual Report on Form 11-K for the year ended December 31,
         1998).

(10)(k)  Registrant's Key Employees' Supplemental Diversified Investment Plan
         dated September 1, 1998 (incorporated herein by reference to the Plan's
         Annual Report on Form 11-K for the year ended December 31, 1998).

(10)(l)  Registrant's 1997 Employee Stock Option Plan (incorporated herein by
         reference to Registrant's Proxy Statement filed April 18, 1997).

(10)(m)  Agreement and Plan of Merger, dated as of March 6, 1998, between U.S.B.
         Holding Co., Inc. and Tappan Zee Financial, Inc. (incorporated herein
         by reference to Registrant's Current Report on Form 8-K dated as of
         March 6, 1998).

(10)(n)  Tappan Zee Financial, Inc. 1996 Stock Option Plan for Officers and
         Employees ("Employees Stock Option Plan") (incorporated herein by
         reference to Exhibit B to Tappan Zee Financial, Inc.'s Proxy Statement
         for use in connection with its 1996 Annual Meeting of Shareholders
         ("Tappan Zee 1996 Proxy Statement")).

(10)(o)  Amendment No. 1 to the Employees Stock Option Plan (incorporated herein
         by reference to Tappan Zee Financial, Inc.'s Annual Report on Form 10-K
         for the fiscal year ended March 31, 1997 ("Tappan Zee 1997 10-K"),
         Exhibit 10.1.1).

(10)(p)  Amendment No. 2 to the Employees Stock Option Plan (incorporated herein
         by reference to Exhibit A to Tappan Zee Financial, Inc.'s Proxy
         Statement for use in connection with its 1997 Annual Meeting of
         Shareholders ("Tappan Zee 1997 Proxy Statement")).

(10)(q)  Tappan Zee Financial, Inc. 1996 Stock Option Plan for Outside Directors
         ("Outside Director Option Plan") (incorporated herein by reference to
         Exhibit B to the Tappan Zee 1997 Proxy Statement).

(10)(r)  Amendment No. 1 to the Outside Director Option Plan (incorporated
         herein by reference to the Tappan Zee 1997 10-K, Exhibit 10.2.1).

(10)(s)  Amendment No. 2 to the Outside Director Option Plan (incorporated
         herein by reference to Exhibit B to the Tappan Zee 1997 Proxy
         Statement).

(10)(t)  Tappan Zee Financial, Inc. 1996 Recognition and Retention Plan for
         Officers and Employees ("Employee RRP") (incorporated herein by
         reference to Exhibit B to the Tappan Zee 1996 Proxy Statement).


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(10)(u)    Amendment No. 1 to the Employee RRP (incorporated herein by reference
           to the Tappan Zee 1997 10-K, Exhibit 10.3.1).

(10)(v)    Amendment No. 2 to the Employee RRP (incorporated herein by reference
           to Exhibit C to the Tappan Zee 1997 Proxy Statement).

(10)(w)    Tappan Zee Financial, Inc. 1996 Recognition and Retention Plan for
           Outside Directors ("Outside Directors RRP") (incorporated herein by
           reference to Exhibit D to the Tappan Zee 1997 Proxy Statement).

(10)(x)    Amendment No. 1 to the Outside Directors RRP (incorporated herein by
           reference to the Tappan Zee 1997 10-K, Exhibit 10.4.1).

(10)(y)    Amendment No. 2 to the Outside Directors RRP (incorporated herein by
           reference to Exhibit D to the Tappan Zee 1997 Proxy Statement).

(10)(z)    Loan Agreement to the Employee Stock Ownership Plan Trust of Tappan
           Zee Financial, Inc. and Certain Affiliates (incorporated herein by
           reference to Tappan Zee Financial, Inc.'s Annual Report on Form 10-K
           for the fiscal year ended March 31, 1996, Exhibit 10.7).

(10)(aa)   Deferred Compensation Plan for Directors of Tarrytowns Bank, FSB
           (Incorporated herein by reference to the Registration Statement on
           Form S-1 (file No 33-94128) filed on June 30, 1995, as amended,
           Exhibit 10.7).

(10)(bb)   Consulting Agreement by and between Tarrytowns Bank, FSB and Stephen
           C. Byelick, dated effective as of August 31, 1998 (incorporated
           herein by reference to Registrant's Quarterly Report on Form 10-Q for
           the quarter ended September 30, 1998 ("1998 Third Quarter 10-Q"),
           Exhibit (10)(dd)).

(10)(cc)   Employment Agreement by and between Tarrytowns Bank, FSB and Harry G.
           Murphy, dated effective as of August 31, 1998 (incorporated herein by
           reference to the 1998 Third Quarter 10-Q, Exhibit (10)(cc)).

(10)(dd)   Forms of Stock Option Agreement by and between Tappan Zee Financial,
           Inc., and recipients of stock options granted pursuant to the
           Employee Option Plan and the Outside Director Option Plan
           (incorporated herein by reference to the Tappan Zee 1997 10-K ,
           Exhibit 10.16).

(10)(ee)   Forms of Restricted Stock Option award Notices to award recipients,
           pursuant to the Employee RRP and the Outside Directors RRP
           (incorporated herein by reference to the Tappan Zee 1997 10-K,
           Exhibit 10.17).

(10)(ff)   Registrant's Retirement Plan for Non-Employee Directors of U.S.B.
           Holding Co., Inc. and Certain Affiliates dated effective as of May
           19, 1999 (incorporated herein by reference to the Registrant's
           Quarterly Report on Form 10-Q for the quarter ended June 30, 1999,
           (Exhibit (10)(ll)).

(10)(gg)   Amendment Number 1 to Registrant's Employee Stock Ownership Plan
           (with Code Section 401(k) Provisions) dated January 27, 1995
           (incorporated herein by reference to Registrant's Annual Report on
           Form 10-K for the year ended December 31, 1999 ("1999 10-K"), Exhibit
           (10) (jj)).

(10)(hh)   Amendment Number 2 to Registrant's Employee Stock Ownership Plan
           (with Code Section 401(k) Provisions) dated May 17, 1995
           (incorporated herein by reference to Registrant's 1999 10-K, Exhibit
           (10) (kk)).

(10)(ii)   Amendment Number 3 to Registrant's Employee Stock Ownership Plan
           (with Code Section 401(k) Provisions) dated January 1, 1996
           (incorporated herein by reference to Registrant's 1999 10-K, Exhibit
           (10) (ll)).

(10)(jj)   Amendment Number 4 to Registrant's Employee Stock Ownership Plan
           (with Code Section 401(k) Provisions) dated November 20, 1996
           (incorporated herein by reference to Registrant's 1999 10-K, Exhibit
           (10) (mm)).

(10)(kk)   Amendment Number 5 to Registrant's Employee Stock Ownership Plan
           (with Code Section 401(k) Provisions) effective as of September 30,
           1999 (incorporated herein by reference to Registrant's 1999 10-K,
           Exhibit (10) (nn)).

(10)(ll)   Amendment Number 6 to Registrant's Employee Stock Ownership Plan
           (with Code Section 401(k) Provisions) dated August 24, 1999
           (incorporated herein by reference to Registrant's 1999 10-K, Exhibit
           (10) (oo)).

(10)(mm)   Asset Purchase and Account Assumption Agreement by and between Union
           State Bank and La Jolla Bank dated May 25, 2000 (incorporated herein
           by reference to the Registrant's Quarterly Report on Form 10-Q for
           the six months ended June 30, 2000).

(11)       Computation of earnings per common share.*

(13)       Registrant's Annual Report to Stockholders for the year ended
           December 31, 2000* (portions incorporated herein by reference to Form
           10-K).

(21)       Subsidiaries of the Registrant.*

(23)       Consent of Deloitte & Touche LLP.*

           * Filed Herewith


                                       7
<PAGE>

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

(B) Reports on Form 8-K

      There were no reports on Form 8-K filed during the quarter ended December
31, 2000.

SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on March 20, 2001.

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


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

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the Company
and in the capacities indicated on March 20, 2001.

<TABLE>
<S>                                                           <C>
/s/ THOMAS E. HALES                                           /s/ STEVEN T. SABATINI
-------------------------------------------------------       ------------------------------------------------
Thomas E. Hales, Chairman of the Board, President             Steven T. Sabatini, Senior Executive Vice President,
and Chief Executive Officer and Director                      Chief Financial Officer and Assistant Secretary


/s/ RAYMOND J. CROTTY                                         /s/ MICHAEL H. FURY
-------------------------------------------------------       ------------------------------------------------
Raymond J. Crotty, Senior Executive Vice President,           Michael H. Fury, Esq., Secretary and Director
Chief Credit Officer, Assistant Secretary and Director


/s/ EDWARD T. LUTZ                                            /s/ KEVIN J. PLUNKETT
-------------------------------------------------------       ------------------------------------------------
Edward T. Lutz, Director                                      Kevin J. Plunkett, Director


/s/ HOWARD V. RUDERMAN                                        /s/ KENNETH J. TORSOE
-------------------------------------------------------       ------------------------------------------------
Howard V. Ruderman, Director                                  Kenneth J. Torsoe, Director
</TABLE>


                                       8