**Exhibit
      14a**





**CODE
      OF CONDUCT**





**U.S.B.
      HOLDING CO., INC** .
      including all of its wholly owned subsidiaries (collectively the “Company”),
      recognizing the responsibility arising from their operations, reaffirms through
      this Code of Conduct (the “Code”) the Company policy against unlawful or
      improper business conduct, wherever it conducts business or wherever its
      products are sold or services are **** rendered.




**STATEMENT
      OF CORE VALUES AND PRINCIPLES**





The
      Board
      of Directors and Employees (as used herein, such term includes Officers) of
      the
      Company are committed to the following standards and principals in the conduct
      of the Company's business:





1.
              Honest
                  and ethical conduct, including the ethical handling of actual or
                  apparent
                  conflicts of interest between personal and professional relationships;





2.
            Full,
                fair, accurate, timely and understandable disclosure in reports and
                documents that the Company files with or submits to the Securities
                and
                Exchange Commission, New York Stock Exchange and Bank regulatory
                agencies****and
                in other public communications made by the
                Company;





3.
            Compliance
                with applicable governmental laws, rules and regulations;





4.
            The
                prompt internal reporting of violations of our Corporate Code of
                Ethics or
                the Code or other applicable policies to an appropriate person or
                persons
                identified in such policies; and





5.
            Responsibility
                and accountability for adherence to the****Code.





All
      Employees and members of the Board of Directors of the Company shall conduct
      the
      business of the Company honestly and fairly in keeping with applicable laws
      and
      existing policies of the Company. Each Employee of the Company shall always
      demonstrate respect and integrity toward the Company and fellow Employees,
      as
      well as all individuals who transact business with the Company and shall, at
      all
      times, avoid conflicts of interest or even the appearance of a conflict of
      interest.





In
      furtherance of the foregoing standards and principles, we support and require
      adherence to the following:





I.
            Employees
                and Directors must comply with standards and principles of the Code
                in all
                business dealings and with each other. Employees and Directors must
                consider their actions in light of how they might be interpreted
                by others
                and whether they are acting appropriately and performing in the best
                overall interests of the Company. Compliance with the spirit as well
                as
                the letter of the Code is a fundamental requirement.




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II.
            Implementation
                of the standards and principles contained herein is a primary objective
                ofthe
                management of the Company. The Corporate Officers and the Board of
                Directors of the Company shall have overall responsibility for adopting
                and implementing same.





III.
            The
                following rules provide the framework and guidance for implementation
                of
                the Code:





**Conflicts
      of Interest**





Business
      decisions and business judgment must be exercised without impairment because
      of
      conflicting interest. A “conflict of interest” occurs when an individual’s
      private interest interferes in any way - or even appears to interfere - with
      the
      interests of the Company as a whole. A conflict situation can arise when an
      Employee or Director takes actions or has interests that may make it difficult
      to perform his or her work for the Company objectively and effectively.
      Conflicts of interest also arise when an Employee or Director, or a member
      of
      his or her family, receives improper personal benefits as a result of his or
      her
      position in the Company. Employee and Director conflicts of interests are
      prohibited. Such conflicts of interest or potential conflicts of interest must
      be identified and addressed appropriately. Employees are subject to specific
      guidelines set forth in Corporate Code of Ethics, with respect to gifts and
      entertainment presented and received, personal fiduciary appointments,
      acceptance of bequests, outside employment and other affiliations and the
      holding of political office. Employees and Directors are required to disclose
      conflicts or potential conflicts of interest in the exercise of their duties.
      Such conflicts or potential conflicts should be disclosed to an immediate
      Supervisor, General Counsel or Compliance Officer. Business or personal
      relationships with customers, suppliers and other Employees must be disclosed
      and reviewed. Senior Management must review any potential conflict and determine
      if the particular circumstances are acceptable or take appropriate action to
      ensure such conflict does not influence or affect business decisions,
      transactions, or other dealings.





To
      avoid
      the appearance of a conflict of interest between a Company or Bank Employee
      and
      any entity or person engaged in the supply of goods or services used by our
      operations, the following rules will apply:





a)
      Advance written approval by Chief Executive Officer is required before a
“related party relationship”, as herein defined, can be established.





b)
      A
“related party relationship” is presumed to exist when an Employee, relative of
      an Employee (a spouse, child, pa  rent,
      sibling, grandparent, grandchild, aunt, uncle or corresponding in-law or “step”
relation), or any person(s) occupying the same household as an Employee has
      a
      direct or indirect ownership interest in any entity transacting business with
      the Company or the Bank. These conditions also apply to such entity which
      employs a relative of a Company or Bank Employee or any person(s) occupying
      the
      same household as that Employee.






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c)
      If a
      related party relationship exists and advance written approval from the Chief
      Executive Officer has been obtained, then three independent bids must be
      obtained before a relationship is established in which expenditures will be
      in
      excess of $1,000.





The
      above
      rule is applicable to a singular or recurring **** transactions
      or an aggregate of transactions with the same party.





In
      addition, all dealings with customers, prospects, suppliers and competitors
      must
      be conducted in accordance with law and on terms that are fair and in the best
      interests of the Company. Decisions relating to placement of the Company's
      business with current or prospective customers and suppliers must be based
      solely on business considerations. Employees and Directors must not allow
      personal relationships with current or prospective customers or suppliers to
      influence business decisions. Each Employee who conducts Company business with
      customers and who approves and/or can influence customer transactions must
      read
      and must adhere to the Company's Related Party Policy set forth in the Corporate
      Code of Ethics and Business Conduct Policy and Procedures.





**Corporate
      Opportunities**





No
      Employee or Director may, for themselves or for the benefit of any other person,
      take advantage of information obtained in the course of their duties or
      employment for personal benefit or gain. Employees and Directors may not take
      for themselves personally opportunities, or derive personal benefit or gain,
      learned in the course of employment or through the use of Company property,
      information or position. Employees and Directors are not permitted to compete
      with the Company or engage in any activity that is adverse to the Company's
      interest, directly or indirectly. All Employees, Officers and Directors must
      comply with the Company's Insider Trading Policy. The use of inside information
      or material information not yet disclosed to the public for purposes of trading
      in the Company's stock or other publicly traded securities is strictly
      prohibited. In addition, the use of material information not yet disclosed
      to
      the public regarding customers obtained in the course of providing service
      to
      customers or otherwise for purposes of trading in such customer’s securities is
      strictly prohibited. **** Under
      applicable law, persons who possess material non-public information may not
      use
      same to “tip” any person. Reference should be made to the Company's Insider
      Trading Policy or questions may be directed to the Company's Insider Trading
      Officer. Employees and Directors must advance the Company’s legitimate interest
      when the opportunity to do so arises.




**Company
      Confidentiality**




The
      Company is committed to ensuring the confidentiality and integrity of all forms
      of data and information entrusted to it. It is the duty of each Director and
      Employee to respect, and not improperly divulge, privileged or confidential
      information, to refrain from using information obtained in the conduct of
      business at the Company for personal or business advantages, and to refrain
      from
      disclosing information obtained from the conduct of the Company's affairs to
      outside persons or entities except as authorized or legally mandated.
      Confidential information includes all non-public information that might be
      of
      use to competitors, or harmful to the Company or its customers, if disclosed.






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**Corporate
      Books and Records**





All
      books
      and records must be accurate, in accordance with established accounting and
      record- keeping procedures and sound accounting controls. Periodic reports
      submitted to the Securities and Exchange Commission, New York Stock Exchange,
      other regulators, management, and the public must reflect full, fair, accurate,
      timely and understandable disclosure of the Company's financial information.





**Dealings
      with Our Customers and with Each Other**





It
      is the
      Company's policy to treat people fairly and with respect. All Employees and
      Directors must deal with current and prospective customers, suppliers,
      competitors, visitors and other Employees fairly and without any discrimination
      because of race, color, creed, religion, sex, national origin, ancestry,
      citizenship status, age, marital status, sexual orientation, physical or mental
      disability, veteran status, liability for service in the Armed Forces of the
      United States or any other classification prohibited by applicable law. Managers
      must create an environment free of harassment, discrimination or intimidation.
      Managers and other Employees who violate laws and Company policies requiring
      fairness and respectful treatment of others are subject to consequences which
      may include disciplinary action, up to and including termination of employment.
      Any Employee or Director who believes that he or she has been the subject of
      harassment or discrimination or who believes that an act of harassment or
      discrimination has occurred with respect to any Employee or Director, is
      encouraged to report the perceived violation. Employees and Directors should
      not
      take unfair advantage or anyone through manipulation, concealment, abuse of
      privileged information, misrepresentation of material facts, or any other
      unfair-dealing practice.





**Protection
      and Proper Use of Company Assets**





The
      Company's success requires a commitment on the part of all of its Employees
      and
      Directors to the proper allocation and use of its assets. The Company's assets
      include, but are not limited to, financial assets (loans, cash, investments
      and
      other assets that are financial in nature), equipment, supplies, real estate,
      tools, inventory, funds, computer systems and equipment, computer software,
      computer data, vehicles, records or reports, non-public information,
      intellectual property or other sensitive information or materials and telephone,
      voice or e-mail communications, as well as the Company's funds in any form.
      Employees and Directors each have a duty to protect the Company's assets from
      loss, damage, misuse, theft or sabotage. Employees and Directors each must
      also
      ensure the efficient use of the Company's assets. The Company's assets are
      to be
      used for legitimate business purposes only. Management must approve any use
      of
      the Company's assets or services that are not solely for the Company's benefit.





Employees
      and Directors must protect the Company's assets in whatever ways are appropriate
      to maintain their value to the Company. Employees and Directors must take care
      to use facilities, furnishings and equipment properly and to avoid abusive,
      careless or inappropriate behavior that may destroy, waste or cause the
      deterioration or loss of Company property.






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**Compliance
      with the Laws, Rules and Regulations**





Employees
      and Directors of the Company must comply with all applicable laws, rules and
      regulations. At all times, Employees and Directors must respond to specific
      inquiries of the Company's independent public accounting firm. Employees have
      responsibility to comply with the laws and regulations applicable to the
      Company. The Company conducts ongoing training to ensure that all Employees
      are
      familiar with these laws and regulations and understand their responsibility
      for
      promoting compliance.





**Reporting
      Violations of this Code or Illegal or Unethical Conduct**





Questions
      related to the Code or the Policy and Procedures may be discussed with an
      Employee's Department Head, the Director of Human Resources, the Chief Internal
      Auditor, the Chief Compliance Officer or the General Counsel. Violation of
      Company policies relating to the **** conduct
      of its business or its ethical standards contained in the Code and related
      policy and procedures is subject to disciplinary action, up to and including,
      dismissal from employment or in the case of Directors, directorship at the
      Company.





Employees
      are encouraged to talk to their Department Head, the Director of Human
      Resources, the Chief Internal Auditor, the Chief Compliance Officer or the
      General Counsel when in doubt about the best course of action in a particular
      situation. If an Employee or Director becomes aware of an actual or possible
      violation of this Code or any unethical or illegal behavior, then the Employee
      or Director should report such information to an immediate Supervisor, General
      Counsel or Compliance Officer or file a complaint pursuant to the Company's
      Policy and Procedures without fear of retaliation.





Such
      reports or complaints will be treated as confidential. The designated person
      named in the appropriate Company Policy will investigate matters reported and
      determine if remedial actions and/or notification to regulators or law
      enforcement is appropriate. Retaliation of any kind against any Employee or
      Director who makes a good faith report of an observed or suspected violation
      of
      the Code or any law, regulation or Company policy is prohibited.





**Waivers
      of the Code of Business Conduct and Ethics**





All
      Employees and Directors should be aware that the Company generally will not
      grant such waivers and will make an exception only when good cause is shown
      for
      doing so. Any request for a waiver of any standard in this Code may be granted
      only by the Chief Executive Officer with notice to General Counsel and the
      Board
      of Directors. Waivers involving any of the Company's Executive Officers, Senior
      Financial Officers or Directors may be made only by the Board of Directors
      of
      the Company or a designated Committee of the Board and all waivers granted
      to
      Executive Officers, Senior Financial Officers and Directors will be promptly
      disclosed to shareholders and publicly disclosed in accordance with applicable
      law. Any failure by the Company to take action within a reasonable period of
      time regarding a material departure from this Code by a Director, Executive
      Officer or Senior Financial Officer will be deemed an implicit waiver and must
      also be publicly disclosed.




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This
      Code
      is further implemented by the Corporate Code of Ethics and Business Conduct
      Policy and Procedures (policy and Procedures) which is provided to all Employees
      and the Company Directors. The Company also distributes a copy of the Policy
      and
      Procedures annually to each Employee and Director. Department Heads must review
      the Policy and Procedures annually with their staff members. The Policy and
      Procedures is also included in the materials given to new Employees by the
      Human
      Resources Division. All Officers and all other Employees are required to
      annually certify that they have read, understand and comply with the Code and
      the **** Policy
      and Procedures.




In
      addition to this Code **,** the
      Company has also established a Corporate Code specific to the Financial Officers
      and the Chief Executive Officer which is available on our website.





Re-approved
      by the Board of Directors: February 17, 2007








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