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.

                                       1
<PAGE>


II.      Implementation of the standards and principles contained herein is a
         primary objective of the 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.


                                       2
<PAGE>


         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

                                       3
<PAGE>

includes all non-public information that might be of use to competitors, or
harmful to the Company or its customers, if disclosed.

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,


                                       4
<PAGE>

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.

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


                                       5
<PAGE>

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 23, 2004














                                       6