**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,**  **D.C.**  **20549**





**FORM**  **10-Q/A**




(Mark
                One)  x
            Quarterly
                  report pursuant to Section 13 or 15(d) of the Securities Exchange
                  Act of
                  1934 For the quarterly period endedJune
                  30, 2007,
                  or  o
            Transition
                report pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934  For
                the transition period from ____________________ to
                _____________________  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 ofincorporation
                or organization)
            
            (I.R.S.
                Employer Identification
                No.)




**100
                DUTCH HILL ROAD, ORANGEBURG, NEW YORK**
            
            **10962**(Address
                of Principal Executive
                Offices)
            
            (Zip
                Code)





**845-365-4600**


(Registrant's
      Telephone Number (including area code)




Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days.


Yes:   x No: o


Indicate
        by check mark whether the registrant is a large accelerated filer, an
        accelerated filer, or a non-accelerated filer. See definition of “accelerated
        filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
        one):


Large
      accelerated filer o   Accelerated
      filer x    Non-accelerated
      filer o




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Yes:   o No: x





Indicate
      the number of shares outstanding of each of the issuer’s classes of common
      stock, as of the latest practicable date.




**CLASS**
            
            **NUMBER
                OF SHARES**
              **OUTSTANDING
                AT AUGUST 1,
                2007**Common
                stock, par value
              $0.01
                per share
            
            21,947,092









EXPLANATORY
        NOTE
 
 This
        Amendment No. 1 to our Quarterly Report on Form 10-Q/A for the fiscal quarter
        ended June 30, 2007, as originally filed on August 9, 2007, is being filed
        solely to attach Exhibit 2(b), which was inadvertently omitted.
  Except
        as
        described above, no other changes have been made to the Quarterly Report
        on Form
        10-Q. This Amendment No. 1 to our Quarterly Report on Form 10-Q/A does not
        otherwise attempt to update the information set forth in the original filing
        of
        the Quarterly Report on Form 10-Q.





**SIGNATURES**




Pursuant
      to the requirements 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 August 23, 2007.




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




/s/
              Thomas E. Hales
            
            
            /s/
                Thomas M. BuonaiutoThomas
              E. Hales
            
            
            Thomas
              M. BuonaiutoChairman of the Board and
            
            
            Executive Vice President,Chief Executive Officer
            
            
            Chief Financial Officer, andAssistant Secretary(Principal Financial andAccounting
              Officer)