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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K/A-1

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

For the fiscal year ended December 31, 1997      Commission File number 0-10950

                            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 Identification No.)
incorporation or organization)

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

       Registrant's telephone number, including area code: (914) 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 ($5.00 par value)                    American 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, 1998
        -----                              --------------------------------
     Common Stock                                  12,441,000 Shares
   ($5.00 par value)

The aggregate market value on February 28, 1998 of voting stock held by
non-affiliates of the Registrant was approximately $133,698,000.

Documents incorporated by reference:
Portions of the registrant's Annual Report to Shareholders for the year ended
December 31, 1997 are incorporated by reference in Part II of this report.
Portions of the registrant's definitive Proxy Statement for the 1998 Annual
Meeting of Shareholders are 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 the furnishing of banking and
related financial services, primarily to customers in Rockland and Westchester
Counties, New York.

      Union State Bank (the "Bank"), the Company's sole banking subsidiary, is a
New York state 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 20 retail banking facilities and a
limited branch office 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, business, personal,
residential, construction, home equity (second mortgage) and condominium
mortgage loans, consumer loans, credit cards, other consumer oriented financial
services and safe deposit facilities. The Bank also makes available to its
customers automated teller machines (ATMs) and has a remote banking service for
business customers. The deposits of the Bank are insured to the extent permitted
by law pursuant to the Federal Deposit Insurance Act of 1950, as amended.

      In 1996, the Bank formed a wholly-owned subsidiary, U.S.B. Realty Corp,
primarily for the purpose of acquiring and managing a portfolio of loans
collateralized by real estate and other investment securities previously owned
by the Bank.

      The Company currently has no banking subsidiaries other than the Bank.
Prior to 1996, the Company owned Royal Oak Savings Bank, F.S.B. ("Royal"), a
federal thrift subsidiary located in Maryland. The Company acquired Royal in
January 1991 from the Resolution Trust Company. Royal had assets of
approximately $47,000,000 as of December 31, 1995. On December 31, 1995, all of
the common stock of Royal was sold by the Company to Monocacy Bancshares, Inc.
Immediately prior to such sale, substantially all of Royal's loans and
investment securities were purchased from Royal, for book value, by the Bank and
the Company, in effect transferring Royal's branch system, loan servicing
function, cash and certain immaterial assets to Monocacy Bancshares, Inc.

      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 10 to the Consolidated Financial Statements.

      The Company's nonbank subsidiary, Ad Con, Inc., provides advertising
services for the Bank. Ad Con, Inc. does not expect to provide services to other
banks in the near future.

      In the fourth quarter of 1997, the Bank established two new nonbank
subsidiaries. Dutch Hill Realty Corp. will own and operate certain real estate
acquired in foreclosure from the Bank. U.S.B. Financial Services, Inc. will
offer sales of various financial products, such as mutual funds, stocks and
bonds, annuities and life insurance. Such sales will be offered through an
arrangement with a third party brokerage and insurance firm specializing in bank
financial product sales. Both subsidiaries will be capitalized and begin
operations in 1998.

Employees

      As of December 31, 1997, the Bank employed a total of 221 full-time and 31
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 main office and fourteen of its branch offices are located in
Rockland County, New York. Six of the Bank's branch offices are located in
Westchester County, New York. The Bank also has a limited branch office which
only closes loans and disburses funds in Tarrytown, New York.

      The Bank's current market shares are approximately 13.3% and 1.0% of
Rockland and Westchester deposits, respectively. The Bank is the largest
independent bank headquartered in Rockland County and 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


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to its customers. Within its market area, the Bank encounters competition in its
banking business from many other financial institutions offering comparable
products. These competitors include other commercial banks (both locally based
independent banks and local offices of major New York City commercial banks), as
well as savings banks, 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 and brokerage
firms.

      The Bank expects to continue to expand by opening new retail branches,
enhancing computerized and telephonic delivery channels, and expanding loan
originations in the Bank's market area. Acquisitions of other smaller financial
institutions and branches will be considered to supplement growth in the Bank's
present markets and in contiguous markets. On March 6, 1998, the Company signed
a definitive agreement to acquire Tappan Zee Financial, Inc., parent company of
Tarrytowns Bank F.S.B., with $126 million in assets, operating as a single
banking facility in Tarrytown, N.Y. See Note 19 to the Consolidated Financial
Statements.

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 such other information as may be required. The BHC Act
restricts the business activities and acquisitions that may be engaged in or
made 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 which is not already majority-owned. 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. Subject to certain limitations and restrictions, a bank
holding company, with the prior approval of the FRB, may acquire an out-of-state
bank. Effective June 1997, banks in states that do not prohibit out-of-state
mergers may merge with the approval of the appropriate federal bank regulatory
agency. A national or state bank may establish a de novo branch out of state if
such branching is expressly permitted by the other state.

      The FRB recently finalized a major revision of its regulations affecting
bank holding companies and their non-bank subsidiaries. These revisions, which
took effect on April 21, 1997, expand the list of non-bank activities permitted
and significantly liberalize the FRB's approval process of non-bank activities.
In addition, the new rules remove tying restrictions on bank holding companies
and their non-bank subsidiaries and create exceptions from statutory
restrictions on bank tying arrangements to allow banks greater flexibility in
packaging their products with affiliates. The new rules also streamline the bank
acquisition application process for "well managed," "well capitalized"
institutions, with satisfactory or better Community Reinvestment Act records.

      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 to 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 on 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 such factors as the maintenance of adequate capital for such
subsidiary bank, which could reduce the amount of dividends otherwise payable.
Under applicable banking statutes, at December 31, 1997, the Bank could have
declared additional dividends of approximately $20.2 million to the Company
without prior regulatory approval.


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

      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 regulation by the Superintendent of Banks and the Banking Board of the
State of New York, as well as by the FRB. The Superintendent of Banks examines
the affairs of the Bank for the purpose of determining its financial condition.
Acquisitions of stock of other banks generally require prior approval of the
Superintendent of Banks and/or the Banking Board.

      The Company is subject to risk-based capital and leverage guidelines
issued by the FRB. The Bank, as an institution whose deposits are insured by the
Federal Deposit Insurance Corporation, is subject to similar guidelines under
the Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA").
These guidelines are utilized to evaluate capital adequacy. To be "well
capitalized" under federal bank regulatory agency definitions, a depositary
institution must have a Tier I ratio of at least 6%, a combined Tier I and Tier
II ratio of at least 10% and a leverage ratio of at least 5%. The regulatory
agencies are required by law to take specific prompt actions with respect to
institutions that do not meet minimum capital standards. As of December 31,
1997, the Bank was "well-capitalized." See Management's Discussion and Analysis
of Financial Condition and Results of Operations under Capital Resources, and
Note 12 to the Consolidated Financial Statements.

      FDICIA also limits, 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 credit 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 Loan, Loan Administration, 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 which are leased
by the Bank. The Bank also has a limited purpose branch in Tarrytown, New York
which may originate loans and disburse funds. The Company also owns other real
property in Orange County, where it may open a future branch of the Bank.

      In addition to the main office in Nanuet, the Bank operates thirteen
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; 7 College
Avenue, Nanuet; 65 Dutch Hill Road, Orangeburg; and 59 Route 59, Suffern. The
premises of the Little Tor Road, 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 six branches in
Westchester County, New York: 131 Central Avenue, Tarrytown; 299 Bedford Road,
Bedford Hills; and 3000 East Main Street, Peekskill, which are owned, and leased
locations at 76 Virginia Road, North White Plains; 88 Croton Avenue, Ossining;
and 28 Le Count Place, New Rochelle (opened in February 1998). The limited
purpose


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branch located at 660 White Plains Road in Tarrytown is a leased location. The
Bank also leases a location at 60 Mitchell Place, White Plains, for a possible
branch office or loan production facility.

      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 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, 1998 by
approximately 1,200 shareholders and is listed on the American Stock Exchange as
of April 16, 1997. Prior to such listing the Company's common stock was traded
sporadically in the over-the-counter market and in private transactions.

      The common stock price information below is based on transactions as
reported by the American Stock Exchange since its listing on April 16, 1997, and
prior to April 16,1997, based on data from National Quotation Bureau, Inc., a
service which accumulates security price quotations from broker-dealers and
reports high and low bid prices for the Company's common stock. Prices quoted by
the American Stock Exchange or National Quotation Bureau, Inc. (or actual sale
prices where no such quote is available) (adjusted for the two-for-one stock
split on December 24, 1997) are as follows:

----------------------------------------------------------------
                                       1997             1996
                                   High      Low    High     Low
----------------------------------------------------------------
First Quarter                    $13.75    $8.38   $6.54   $5.34
Second Quarter                    16.88    12.31    7.25    6.13
Third Quarter                     17.13    15.25    7.50    7.00
Fourth Quarter                    26.75    15.00    8.40    7.50
First Quarter 1998, through
    February 28, 1998             26.00    20.63
================================================================
The foregoing prices represent quotations without adjustment for retail markup,
markdown, or commission.

      Under the Company's Dividend Reinvestment and Stock Purchase Plan (the
"Plan"), which has been temporarily suspended, participants are permitted to
reinvest cash dividends in common stock at 100 percent of the current market
price (as determined under the Plan). In the third quarter of 1994, a stock
purchase feature of the Plan was added to allow stockholders to purchase at fair
market value up to $2,500 of common stock per quarter.

      Under the Plan, shareholders reinvested cash dividends to purchase and
made optional purchases of common stock in 1995 (adjusted for the two-for-one
stock split on December 24, 1997) as follows:

----------------------------------------------------------
                            1995
                           Shares
                           ------
  Purchase        Dividend         Optional      Price per
      Date    Reinvestment        Purchases          Share
----------------------------------------------------------
January 16          41,316           20,328          $5.06
  April 14          39,908           29,986           5.27
   July 14          33,058           36,248           5.85
October 13          33,744           35,834           6.37
----------------------------------------------------------

Dividends

      In 1988, the Board of Directors of the Company adopted a policy of paying
quarterly cash dividends to holders of its common stock. In 1997, quarterly cash
dividends of $.045 were paid to shareholders of record on March 31 and June 30,
and $.05 to shareholders of record on September 30 and December 31. In 1996,
quarterly cash dividends of $.034 per


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share were paid to shareholders of record on March 31, $.0375 on June 30 and
September 30, and $.04 on December 31, 1996. In 1995, a $.0225 and $.025
quarterly dividend was paid to shareholders of record on March 31, and June 30,
respectively, and $.0275 quarterly dividends were paid to shareholders of record
on September 30 and December 31. A special dividend of $.034 per share was
declared on December 29, 1995 and paid to shareholders of record on January 26,
1996. The above dividend information has been adjusted to reflect the
two-for-one stock split distributed on December 24, 1997.

      Stock dividends of 10 percent were declared by the Company for
shareholders of record on June 14, 1996, June 15, 1995 and June 30, 1993,
respectively, and a five percent stock dividend was declared for shareholders of
record on June 30, 1992. In addition, two-for-one stock splits in the form of
100% stock dividends were declared for stockholders of record on December 15,
1997 and December 13, 1996, and distributed on December 24, 1997 and December
30, 1996, respectively.

      Any funds which 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 stock issuances under the Company's Dividend Reinvestment and Stock
Purchase Plan and other 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 non-bank 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.

      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. In addition, the Company could not pay dividends on
its common stock if it was in default of the terms of its preferred stock, all
of which was redeemed in February 1997.

      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 is not expected to 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 1997 Annual Report
to Shareholders.


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 1997 Annual Report to Shareholders.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      The information required by this item is incorporated by reference from
the Company's 1997 Annual Report to Shareholders.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      The information required by this Item is incorporated by reference from
the Company's 1997 Annual Report to Shareholders.


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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 Shareholders which will be filed with the Commission not later than 120 days
after December 31, 1997.


                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT 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 and schedules of the Company and its
subsidiaries are incorporated in Item 8 by reference from the Company's 1997
Annual Report to Shareholders: 

INDEPENDENT AUDITORS' REPORT

CONSOLIDATED STATEMENTS OF CONDITION, DECEMBER 31, 1997 AND 1996

CONSOLIDATED STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31, 1997, 1996
AND 1995

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1997,
1996 AND 1995

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE YEARS ENDED
DECEMBER 31, 1997, 1996 AND 1995

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 No.       Exhibit
--------------------------------------------------------------------------------

(3)(a)      Restated Certificate of Incorporation of Registrant (incorporated
            herein by reference to Registrant's Annual Report on Form 10-K for
            the year ended December 31, 1996 ("1996 10-K"), Exhibit (13)).

(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 1996 10-K, Exhibit (4)(a)).

(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 July 1, 1994 between the Company
            and the Bank and Thomas E. Hales (incorporated herein by reference
            to Registrant's Annual Report on Form 10-K for the year ended
            December 31, 1994 ("1994 10-K"), Exhibit (10)(a)).

(10)(b)     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)(c)     Registrant's 1993 Incentive Stock Option Plan (incorporated herein
            by reference from Registrant's Annual Report on Form 10-K for the
            year ended December 31, 1993 ("1993 10-K"), Exhibit (10)(c)).


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(10)(d)     Registrant's Employee Stock Ownership Plan (With Code Section 401(k)
            Provisions) (incorporated herein by reference from Registrant's
            1993 10-K, Exhibit (10)(d)).

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

(10)(g)     Registrant's Key Employees' Supplemental Investment Plan, as amended
            July 1, 1997 (incorporated by reference to Registrant's Form 11-K
            for the year ended December 31,1996).

(10)(h)     Purchase Agreement, dated January 31, 1997, by and among Registrant,
            Union State Capital Trust I and Keefe, Bruyette & Woods, Inc.
            (incorporated herein by reference to Registrant's 1996 10-K, Exhibit
            (10)(h)).

(10)(i)     Registration Rights Agreement, dated February 5, 1997, by and among
            Registrant, Union State Capital Trust I and Keefe, Bruyette & Woods,
            Inc. (incorporated herein by reference to Registrant's 1996 10-K,
            Exhibit (10)(i)).

(10)(j)     Registrant's 1997 Employee Stock Option Plan (incorporated herein by
            reference to Registrant's proxy statement filed April 18, 1997).

(10)(k)     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)(l)     Stock Option Agreement, 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).

(11)        Computation of earnings per share.*

(13)        Registrant's Annual Report to Shareholders for the year ended
            December 31, 1997* (portions incorporated by reference in Form
            10-K).

(21)        Subsidiaries of the Registrant*

(23)        Consent of Deloitte & Touche LLP*

(27)        Financial Data Schedule


*  Filed Herewith
--------------------------------------------------------------------------------

(B) Reports on Form 8-K

No reports on Form 8-K were filed by the Company during the quarter ended
December 31, 1997.


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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 April 1, 1998.

                                          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 April 1, 1998.


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


/s/ RAYMOND J. CROTTY                     /s/ HOWARD V. RUDERMAN
-------------------------------------     -------------------------------------
Raymond J. Crotty, Senior                 Howard V. Ruderman, Director
Executive Vice President,
Chief Credit Officer, 
Assistant Secretary and Director


/s/ FRED F. GRAZIANO                      /s/ KENNETH J. TORSOE
-------------------------------------     -------------------------------------
Fred F. Graziano, M.D.,                   Kenneth J. Torsoe, Director
Treasurer and Director


/s/ MICHAEL H. FURY                       /s/ HERBERT PECKMAN
-------------------------------------     -------------------------------------
Michael H. Fury, Esq., Secretary          Herbert Peckman, Director
and Director


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