**EXHIBIT      31.2**

**Certification      of Chief Executive Officer Pursuant to**

**Exchange      Act Rule 13a-14(a)**

 

   I,      Steven T. Sabatini,      Senior Executive Vice President and Chief Financial Officer, certify      that:

1.    I      have reviewed this      Quarterly Report on Form 10-Q of U.S.B. Holding Co., Inc.

2.    Based      on my      knowledge, this report does not contain any untrue statement of a material      fact      or omit to state a material fact necessary to make the statements made, in      light      of the circumstances under which such statements were made, not misleading      with      respect to the period covered by this report;

 

 

3.    Based      on my      knowledge, the financial statements, and other financial information included      in      this report, fairly present in all material respects the financial condition,      results of operations and cash flows of the registrant as of, and for, the      periods presented in this report;

 

 

4.    The      registrant’s other certifying officers and I are responsible for establishing      and maintaining disclosure controls and procedures (as defined in Exchange      Act      Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting      (as      defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and      we      have:

 

 

|  a) |   | Designed              such              disclosure controls and procedures, or caused such disclosure controls              and              procedures to be designed under our supervision, to ensure that material              information relating to the registrant, including its consolidated              subsidiaries, is made known to us by others within those entities,              particularly during the period in which this report is being              prepared; |
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|  b) |   | Designed              such              internal control over financial reporting, or caused such internal              control              over financial reporting to be designed under our supervision, to provide              reasonable assurance regarding the reliability of financial reporting              and              the preparation of financial statements for external purposes in              accordance with generally accepted accounting principles;        |
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|  c) |   | Evaluated              the              effectiveness of the registrant’s disclosure controls and procedures and              presented in this report our conclusions about the effectiveness of              the              disclosure controls and procedures, as of the end of the period covered              by              this report based on such evaluation; and                                                                                                   |
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|  d) |   | Disclosed              in              this report any change in the registrant’s internal control over financial              reporting that occurred during the registrant’s most recent fiscal quarter              that has materially affected, or is reasonably likely to materially              affect, the registrant’s internal control over financial reporting;              and                                                                         |

 

5.    The      registrant’s other certifying officers and I have disclosed, based on our most      recent evaluation of internal control over financial reporting, to the      registrant’s auditors and the audit committee of registrant’s board of directors      (or persons performing the equivalent functions):

 

 

|  a) |   | All              significant deficiencies and material weaknesses in the design or              operation of internal control over financial reporting, which are              reasonably likely to adversely affect the registrant’s ability to record,              process, summarize, and report financial information; and |
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|  b) |   | Any              fraud,              whether or not material, that involves management or other employees              who              have a significant role in the registrant’s internal control over              financial reporting.                                                                                     |
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| Date: November              9, 2005 |                                                                                                                                       | /s/ Steven              T. Sabatini |
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|                                     | Steven                T.                SabatiniSenior Executive Vice                President &Chief Financial                Officer |

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