**EXHIBIT
      14(a)**




**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.
 
 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.
 
 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.
  -2-
 
 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.
  -3-
 
 **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.
  -4-
 
 **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.
 
 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.
 
 Approved
        by the Board of Directors: February 17, 2006
 Approved
        by the Nominating/Corporate Governance Committee: February 17, 2006
  -5-