<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
 
                             WASHINGTON, D.C. 20549
 
                                 FORM 10-Q/A-1
 
                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
 
                       THE SECURITIES EXCHANGE ACT OF 1934
 

          For the Quarter Ended March 31, 1997 Commission File No. 010950
 

                            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  
           incorporation or organization)          Identification No.)


                 100 DUTCH HILL ROAD, ORANGEBURG, NEW YORK 10962
               (Address of principal executive office with zip code)

                                   914-365-4600
                (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 and (2) has been subject to such filing 
requirements for the past 90 days. 


                               YES  X        NO     
                                  ------       ------ 


Indicate the number of shares outstanding of each of the issuer's classes of 
common stock, as of the latest practicable date.
 
             CLASS                      OUTSTANDING AT APRIL 30, 1997
             -----                      -----------------------------

     Common stock, par value                      6,198,147
         $5 per share

<PAGE>

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

                              TABLE OF CONTENTS

                                                                     PAGE NO.
                                                                     --------

PART I.  FINANCIAL INFORMATION:

ITEM 1.  FINANCIAL STATEMENTS

         CONSOLIDATED STATEMENTS OF CONDITION AS OF
         MARCH 31, 1997 (UNAUDITED) AND DECEMBER 31, 1996               1

         CONSOLIDATED STATEMENTS OF INCOME FOR THE
         THREE MONTHS ENDED MARCH 31, 1997 AND 1996
         (UNAUDITED)                                                    2

         CONSOLIDATED STATEMENTS OF CASH FLOWS FOR
         THE THREE MONTHS ENDED MARCH 31, 1997 AND
         1996 (UNAUDITED)                                               3

         CONSOLIDATED STATEMENT OF CHANGES IN
         STOCKHOLDERS' EQUITY FOR THE THREE MONTHS
         ENDED MARCH 31, 1997 (UNAUDITED)                               5

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         (UNAUDITED)                                                    6

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS                 17

PART II. OTHER INFORMATION AND SIGNATURES                              23


                              -i-
<PAGE>

                        PART I--FINANCIAL INFORMATION

<TABLE>
<CAPTION>

U.S.B. HOLDING CO., INC.
CONSOLIDATED STATEMENTS OF CONDITION                       (UNAUDITED)
                                                             MARCH 31,             DECEMBER 31,
                                                                1997                   1996
                                                           -----------             ------------
                                                                (000'S, EXCEPT SHARE DATA)
<S>                                                        <C>                     <C> 

ASSETS
------
Cash and due from banks............................         $ 23,735                 $ 18,821
Federal funds sold.................................            9,200                   10,800
                                                            --------                 --------
Cash and cash equivalents..........................           32,935                   29,621
Interest bearing deposits in other banks...........               --                       99
Securities:
  Available for sale (at fair value)...............          206,202                  168,756
  Held to maturity (fair value $100,945
    in 1997 and $83,123 in 1996)...................           99,901                   81,019
Loans held for sale................................               58                      274
Loans, net of allowance for loan losses of         
  $6,265 in 1997 and $5,742 in 1996..............            522,252                  497,495
Premises and equipment, net........................           10,515                   10,104
Accrued interest receivable........................            6,829                    5,820
Other real estate owned............................              712                      651
Other assets.......................................           11,956                    9,612
                                                           ---------                ---------
TOTAL ASSETS.......................................        $ 891,360                $ 803,451
                                                           ---------                ---------
                                                           ---------                ---------

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Liabilities:
Non-interest bearing deposits......................        $  93,767                $  97,251
Interest bearing deposits:
  NOW..............................................           47,827                   44,578
  Money Market.....................................           47,271                   56,284
  Savings..........................................          221,208                  217,111
  Time.............................................          331,983                  267,056
                                                           ---------                ---------
Total deposits.....................................          742,056                  682,280
Accrued interest payable...........................            2,775                    1,895
Accrued expenses and other liabilities.............            3,662                    2,718
Securities sold under agreements to repurchase.....           28,475                   29,425
Federal Home Loan Bank advances....................           39,996                   30,267
                                                           ---------                ---------
Total liabilities..................................          816,964                  746,585
Corporation-Obligated mandatory redeemable capital
  securities of subsidiary trust...................           20,000                       --
Minority interest-junior preferred stock of
  consolidated subsidiary..........................              137                       --
Commitments and contingencies (Note 10)
Stockholders' equity:
  Preferred stock, no par value; authorized shares
    100,000; outstanding shares: 32,500 in 1996....               --                    3,250
  Common stock, $5 par value; 7,000,000 shares
    authorized; issued shares of 6,334,338 in 1997
    and 6,326,808 in 1996..........................           31,672                   31,634
  Additional paid-in capital.......................           10,899                   10,783
  Retained earnings................................           14,406                   12,664
  Treasury stock at cost, 137,522 shares
    in 1997 and 143,772 shares in 1996.............             (930)                    (895)
  Unrealized loss on available for sale securities,
    net of tax.....................................           (1,788)                    (570)
                                                           ---------                ---------
Total stockholders' equity.........................           54,259                   56,866
                                                           ---------                ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY.........        $ 891,360                $ 803,451
                                                           ---------                ---------
                                                           ---------                ---------
</TABLE>
      See notes to consolidated financial statements.
                                1
 
<PAGE>

<TABLE>
<CAPTION>

U.S.B. HOLDING CO., INC.
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                                                                     THREE MONTHS ENDED
                                                             MARCH 31,              MARCH 31,
                                                               1997                   1996
                                                           -----------             ------------
                                                                 (000'S, EXCEPT SHARE DATA)
<S>                                                        <C>                     <C> 
INTEREST INCOME:
Interest and fees on loans...........................      $   11,317                $    9,225
Interest on federal funds sold.......................             179                       244
Interest and dividends on securities:
    Mortgage-backed securities.......................           1,746                     1,763
    U.S. Treasury and government.....................           1,835                       784
    Obligations of states and political subdivisions.             788                       777
    Corporate and other..............................              19                       223
Interest on deposits in other banks..................              --                        34
Dividends on Federal Home Loan Bank stock............              69                        30
                                                           ----------                ----------
Total interest income................................          15,953                    13,080
                                                           ----------                ----------
INTEREST EXPENSE:
Interest on deposits.................................           6,760                     6,065
Interest on borrowings...............................             902                       180
Interest on Corporation--Obligated mandatory
  redeemable capital securities of subsidiary trust..             288                        --
                                                           ----------                ----------
Total interest expense...............................           7,950                     6,245
                                                           ----------                ----------
NET INTEREST INCOME..................................           8,003                     6,835
Provision for loan losses............................             630                       475
                                                           ----------                ----------
Net interest income after provision for loan losses..           7,373                     6,360
                                                           ----------                ----------
NON-INTEREST INCOME:
(Loss) gain on securities transactions--net..........              (3)                      447
Gain (loss) on loans held for sale...................               7                       (78)
Service charges and fees.............................             569                       621
Other income.........................................             298                       235
                                                           ----------                ----------
Total non-interest income............................             871                     1,225
                                                           ----------                ----------
NON-INTEREST EXPENSE:
Salaries and employee benefits.......................           2,665                     2,370
Occupancy and equipment expense......................             944                       832
Advertising and business development.................             190                       228
Professional fees....................................             354                       223
Communications.......................................             194                       158
Stationery and printing..............................             118                        91
FDIC insurance.......................................              22                         1
Other expenses.......................................             412                       339
                                                           ----------                ----------
Total non-interest expense...........................           4,899                     4,242
                                                           ----------                ----------
Income before income taxes...........................           3,345                     3,343
Provision for income taxes...........................           1,013                     1,093
                                                           ----------                ----------
NET INCOME...........................................      $    2,332                $    2,250
                                                           ----------                ----------
                                                           ----------                ----------
NET INCOME PER COMMON AND
 COMMON EQUIVALENT SHARE.............................      $      .35                $      .34
                                                           ----------                ----------
                                                           ----------                ----------
WEIGHTED AVERAGE COMMON AND COMMON
 EQUIVALENT SHARES OUTSTANDING.......................       6,632,592                 6,433,517
                                                           ----------                ----------
                                                           ----------                ----------
</TABLE>
      See notes to consolidated financial statements.

                                      2
<PAGE>

<TABLE>
<CAPTION>
U.S.B. HOLDING CO., INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                                                     THREE MONTHS ENDED
                                                             MARCH 31,              MARCH 31,
                                                               1997                   1996
                                                           -----------             ------------
                                                                         (000'S)
<S>                                                        <C>                     <C> 
OPERATING ACTIVITIES:
Net income...........................................      $    2,332                $    2,250
Adjustments to reconcile net income to net cash
  provided by operating activities:
  Provision for loan losses..........................             630                       475
  Depreciation and amortization......................             361                       322
  Amortization/accretion of premiums/discounts on
    securities--net..................................              82                        56
  Loss (gain) on securities transactions--net........               3                      (447)
  (Gain) loss on loans held for sale--net............              (7)                       78
Origination of loans held for sale...................            (265)                     (950)
Proceeds from sales of loans held for sale...........             481                        --
Increase in accrued interest receivable..............          (1,009)                     (131)
Other--net...........................................           1,145                    (1,248)
                                                           ----------                ----------
Net cash provided by operating activities............           3,753                       405
                                                           ----------                ----------

INVESTING ACTIVITIES:
Proceeds from sales of securities available for sale.          17,633                    36,088
Proceeds from principal paydowns and maturities of      
  securities available for sale......................           3,720                     6,203
Proceeds from maturities of securities    
  held to maturity...................................           1,160                     1,318
Purchases of securities available for sale...........         (60,940)                  (57,080)
Purchases of securities held to maturity.............         (20,098)                       --
Net decrease in interest bearing deposits
 in other banks......................................              99                     1,871
Loans originated, net of principal collections.......         (25,590)                  (27,984)
Purchases of premises and equipment--net.............            (766)                     (713)
Proceeds from sales of OREO..........................             147                       236
                                                           ----------                ----------
Net cash used for investing activities...............         (84,635)                  (40,061)
                                                           ----------                ----------
FINANCING ACTIVITIES:
Net (decrease) increase in non-interest bearing
 deposits, NOW, money market and
 savings accounts....................................          (5,151)                    4,297
Increase in time deposits, net of withdrawals
 and maturities......................................          64,927                    15,477
Increase in Federal Home Loan Bank
 advances--short-term................................          10,000                        --
Proceeds from Federal Home Loan Bank                         
  advances--long-term................................              --                     4,000
Repayment of Federal Home Loan Bank       
  advances--long-term................................            (271)                       --
Net decrease in securities sold under     
  agreements to repurchase...........................            (950)                       --
Net proceeds from issuance of Corporation-Obligated
  mandatory redeemable capital securities of
  subsidiary trust...................................          19,225                        --
Repayment of preferred stock.........................          (3,250)                       --
Cash dividends paid..................................            (590)                     (499)
Proceeds from sale of junior preferred    
  stock of consolidated subsidiary...................             137                        --
Proceeds from issuance of common stock...............              21                        --
Proceeds from sale of treasury stock.................             203                       250
Purchase of treasury stock...........................            (105)                       --
                                                           ----------                ----------
Net cash provided by financing activities............          84,196                     23,525
                                                           ----------                ----------
           -Continued-
</TABLE>
                                     3

<PAGE>

<TABLE>
<CAPTION>
U.S.B. HOLDING CO., INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)(cont'd)
                                                                     THREE MONTHS ENDED
                                                            MARCH 31,               MARCH 31,
                                                              1997                    1996
                                                           -----------             ----------
                                                                         (000'S)
<S>                                                        <C>                     <C> 
Increase (Decrease) in Cash and Cash Equivalents.....      $   3,314               $  (16,131)
Cash and Cash Equivalents, Beginning of Period.......         29,621                   37,269
                                                           ---------               ----------
Cash and Cash Equivalents, End of Period.............      $  32,935               $   21,138
                                                           ---------               ----------
                                                           ---------               ----------
Supplemental Disclosures:
 Interest paid.......................................      $   7,070               $    6,124
                                                           ---------               ----------
 Income tax payments.................................      $     364               $    1,728
                                                           ---------               ----------
 Transfer of assets to OREO..........................      $     210               $      580
                                                           ---------               ----------
 Transfer of loans held for sale to loans                    
  held to maturity at lower of cost or fair value....      $      --               $    1,344
                                                           ---------               ----------
 Change in unrealized gain/loss on securities
   available for sale--net of tax....................      $  (1,218)              $   (1,461)
                                                           ---------               ----------
</TABLE>
See notes to consolidated financial statements.

                                          4
<PAGE>
<TABLE>
<CAPTION>
U.S.B. HOLDING CO., INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)

                               FOR THE THREE MONTHS ENDED MARCH 31, 1997
                                     (000's, Except Share Data)
  
                                                                                                                      UNREALIZED
                                      PREFERRED                                                                       GAIN (LOSS)
                                        STOCK           COMMON STOCK         ADDITIONAL                              ON AVAILABLE
                                        NO PAR      SHARES        $5 PAR      PAID-IN       RETAINED     TREASURY       FOR SALE
                                        VALUE     OUTSTANDING     VALUE       CAPITAL       EARNINGS       STOCK      SECURITIES
                                      ---------   -----------    --------    ----------     --------     --------    ------------
<S>                                   <C>         <C>            <C>         <C>            <C>          <C>         <C>   
Balance at January 1, 1997.........   $ 3,250      6,183,036     $31,634     $10,783        $12,664      $ (895)        $ (570)

Net income.........................                                                           2,332

Cash dividends:
 Common ($.09 per share)...........                                                            (556)
 Preferred.........................                                                             (34)

Common Stock Issued:
 Incentive stock options exercised
   ($2.86 per share)...............                    7,530          38         (17)

Purchase of treasury stock.........                   (5,000)                                  (105)

Sale of treasury stock.............                   11,250                     133             70

Repayment of preferred stock.......    (3,250)

Change in unrealized gain (loss) on
  available for sale securities,
  net of tax.......................                                                                                     (1,218)
                                      -------      ---------     -------     -------        -------      -------        --------
Balance at March 31, 1997..........   $    --      6,196,816     $31,672     $10,899        $14,406      $ (930)        $(1,788)
                                      -------      ---------     -------     -------        -------      -------        --------
                                      -------      ---------     -------     -------        -------      -------        --------

See notes to consolidated financial statements.
</TABLE>
 
                                         5
<PAGE>
U.S.B. HOLDING CO., INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


1. PRINCIPLES OF CONSOLIDATION

    The consolidated financial statements include the accounts of U.S.B. Holding
Co., Inc. (the "Company"), Union State Bank, including its wholly-owned
subsidiary, U.S.B. Realty Corp. (the "Bank"), the Company's non-bank subsidiary,
Ad Con, Inc., and until December 31, 1995, its wholly-owned subsidiary, Royal
Oak Savings Bank, F.S.B. ("Royal"). On December 31, 1995, Royal was sold to
Monocacy Bancshares, Inc., parent company of Taneytown Bank & Trust Company,
Taneytown, Maryland.
 
2. RECLASSIFICATIONS
 
    Certain reclassifications have been made to prior year accounts to conform
to the current year's presentation.
 
3. BASIS OF PRESENTATION
 
    In the opinion of Management, the accompanying unaudited consolidated
financial statements include all adjustments (comprising only normal recurring
accruals) necessary to present fairly the financial position of the Company as
of March 31, 1997, operations for the three month periods ended March 31, 1997
and 1996, cash flows for the three month periods then ended, and changes in
stockholders' equity for the three months ended March 31, 1997. A summary of the
Company's significant accounting policies is set forth in Note 2 to the
Consolidated Financial Statements included in the Company's 1996 Annual Report
to Shareholders.
 
    The consolidated financial statements have been prepared in accordance with
generally accepted accounting principles and predominant practices used within
the banking industry. In preparing such financial statements, management is
required to make estimates and assumptions that affect the reported amounts of
assets and liabilities as of the dates of the consolidated statements of
condition and the revenues and expenses for the periods reported. Actual results
could differ significantly from those estimates.
 
    Estimates that are particularly susceptible to significant change relate to
the determination of the allowance for loan losses and the valuation of other
real estate acquired in connection with foreclosures or in satisfaction of loan
receivables. In connection with the determination of the allowance for loan
losses and other real estate owned, management obtains independent appraisals
for significant properties, where applicable.
 
4. FORWARD-LOOKING STATEMENTS
 
    The Company has made, and may continue to make, various forward-looking
statements with respect to earnings, credit quality and other financial and
business matters for periods subsequent to March 31, 1997. The Company cautions
that these forward-looking statements are subject to numerous assumptions, risks
and uncertainties, and that statements relating to subsequent periods
increasingly are subject to greater uncertainty because of the increased
likelihood of changes in underlying factors and assumptions.

                                       6

<PAGE>

U.S.B. HOLDING CO., INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 
4. FORWARD-LOOKING STATEMENTS (CONTINUED)

    Actual results could differ materially from forward-looking statements.
 
    In addition to those factors previously disclosed by the Company and 
those factors identified elsewhere herein, the following factors could cause 
actual results to differ materially from such forward-looking statements; 
competitive pressures on loan and deposit product pricing; other actions of 
competitors; changes in economic conditions; the extent and timing of actions 
of the Federal Reserve Board; customer deposit disintermediation; changes in 
customers' acceptance of the Company's products and services; and the extent 
and timing of legislative and regulatory actions and reform.
 
    The Company's forward-looking statements speak only as of the date on which
such statements are made. By making any forward-looking statements, the Company
assumes no duty to update them to reflect new, changing or unanticipated events
or circumstances.
 
5. TRANSFERS AND SERVICING OF FINANCIAL ASSETS
 
    Statement of Financial Accounting Standards ("SFAS") No. 125, "Accounting
for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities," specifies accounting and reporting standards for transfers and
servicing of financial assets and extinguishments of liabilities and for
distinguishing whether a transfer of financial assets in exchange for cash or
other consideration should be accounted for as a sale or as a pledge of
collateral in a secured borrowing. SFAS No. 125 is effective for transfers and
servicing of financial assets and extinguishments of liabilities occurring after
December 31, 1996, except for certain provisions (relating to the accounting for
secured borrowings and collateral and the accounting for transfers and servicing
of repurchase agreements, dollar rolls, securities lending and similar
transactions) which have been deferred until January 1, 1998 in accordance with
SFAS No. 127, "Deferral of the Effective Date of Certain Provisions of FASB
Statement No. 125." The adoption of these standards did not have a material
impact on the Company's consolidated financial statements.
 
6. EARNINGS PER SHARE
 
    On March 3, 1997, the Financial Accounting Standards Board issued SFAS No.
128, "Earnings per Share." SFAS No. 128 is effective for financial statements
issued for periods ending after December 15, 1997, including interim periods.
Earlier application is not permitted. Restatement of all prior-period earnings
per share ("EPS") data presented is required when SFAS No. 128 is implemented.
 
    SFAS No. 128 establishes standards for computing and presenting "Basic" and
"Diluted" EPS. SFAS No. 128 states that "Basic EPS" excludes dilution and is
computed by dividing income available to common stockholders by the
weighted-average number of common shares outstanding for the period; "Diluted
EPS" reflects the potential dilution that could occur if securities or other
contracts to issue common stock were exercised or converted into common stock or
resulted in the issuance of common stock that would then share in

                                       7
<PAGE>

U.S.B. HOLDING CO., INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 
6. EARNINGS PER SHARE (CONTINUED)

the earnings of the entity. "Diluted EPS" is computed similarly to
"Fully Diluted EPS" pursuant to APB Opinion No. 15.

   On a pro forma basis, the effect of this statement will be to report
earnings per share as follows:
 
<TABLE>
<CAPTION>
                                                                            THREE MONTHS ENDED
                                                                       ----------------------------
<S>                                                                    <C>                <C>
                                                                                          
                                                                        MARCH 31, 1997     MARCH 31, 1996
                                                                       -----------------  ---------------
Earnings per share as currently reported
 (per APB 15):
Primary earnings per share...........................................      $    0.35      $    0.34
Fully diluted earnings per share.....................................      $    0.35      $    0.34

Pro forma earnings per share in accordance
 with SFAS No. 128:
Basic earnings per share.............................................      $    0.37      $    0.35
Diluted earnings per share...........................................      $    0.35      $    0.34
</TABLE>
 
7. LOANS
 
    Nonaccrual loans were $7.7 million at March 31, 1997 and $8.1 million at
December 31, 1996. Restructured loans were $1.9 million and $2.1 million at
March 31, 1997 and December 31, 1996, respectively.
 
    Substantially, all of the nonaccruing loans are collateralized by real
estate, except for certain loans made by the Bank to Bennett Funding Group,
which are collateralized by cash and lease receivables. At March 31, 1997, the
Company has no commitments to lend additional funds to any customers with
nonaccrual or restructured loan balances.
 
    At March 31, 1997, there are loans aggregating approximately $700,000, which
are not on nonaccrual status, that were potential problem loans which may result
in their being placed on nonaccrual status in the future.
 
    At March 31, 1997 and December 31, 1996, the recorded investment in loans
that are considered to be impaired under SFAS No. 114 approximated $7.3 million
and $7.8 million, respectively, ($6.9 million and $7.2 million, respectively, of
which were in nonaccrual status). Included in these loan balances were loans to
Bennett Funding Group. Each impaired loan has a related allowance for loan
losses determined in accordance with SFAS No. 114.
 
    Restructured loans in the amounts of $.4 million and $.6 million at March
31, 1997 and December 31, 1996, respectively, that are considered to be impaired
due to a reduction in the contractual interest rate are on accrual status since
the collateral securing the loans are sufficient to protect the contractual
principal and interest of the restructured loans. These loans have been
performing for a reasonable period of time. Interest accrued on these loans

                                       8
<PAGE>

U.S.B. HOLDING CO., INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 
7. LOANS (CONTINUED)

not yet collected as of March 31, 1997 is immaterial. The total allowance for 
loan losses related to impaired loans was $1.3 million as of both March 31, 
1997 and December 31, 1996. The average recorded investment in impaired loans 
for the three months ended March 31, 1997 and year ended December 31, 1996 
was approximately $7.6 million and $7.4 million, respectively. For the three 
months ended March 31, 1997 and year ended December 31, 1996, interest income 
recognized by the Company on impaired loans was not material.
 
    The Bank has approximately $3.3 million of outstanding loans, 
collateralized by cash and lease receivables, to Bennett Funding Group 
("Bennett"), a lease finance company, which filed for bankruptcy protection 
during the first quarter of 1996. Collection of the Bank's loans continues to 
be delayed by the bankruptcy proceedings. The Bank has not yet determined the 
extent of losses, if any, that will be sustained on these loans. However, 
based upon Bennett's filing, the loans have been placed on nonaccrual status 
and a specific reserve included in the allowance for loan losses of $.9 
million has been established in accordance with SFAS No. 114.
 
8. SECURITIES AND LOANS HELD FOR SALE
 
    The Company accounts for securities under SFAS No. 115, "Accounting for
Certain Investments in Debt and Equity Securities." Securities that may be sold
as part of the Company's asset/liability or liquidity management, or in response
to or in anticipation of changes in interest rates and resulting prepayment
risk, or for other similar factors, are classified as available for sale and
carried at fair value. Securities that the Company has the ability and positive
intent to hold to maturity are classified as held to maturity and carried at
amortized cost.
 
    The decision to sell available for sale securities is based on management's
assessment of changes in economic or financial market conditions, interest rate
risk, and the Company's financial position and liquidity. Fair values for
securities are based on quoted market prices, where available. If quoted market
prices are not available, fair values are based on quoted market prices of
comparable instruments. The Company does not acquire securities for the purpose
of engaging in trading activities.
 
    Realized gains and losses on the sales of all securities are reported in
earnings. Unrealized gains and losses on available for sale securities are
shown, net of taxes, as a separate component of stockholders' equity. At March
31, 1997, the effect of SFAS No. 115 resulted in a reduction of securities
available for sale of $3,098,000 representing the net unrealized loss, which,
after the applicable tax effect, resulted in a reduction to stockholders' equity
of $1,788,000. At December 31, 1996, the effect of SFAS No. 115 resulted in a
decrease of securities available for sale of $987,000 which, after the
applicable tax effect, resulted in a decrease to stockholders' equity of
$570,000.
 
                                       9
<PAGE>

U.S.B. HOLDING CO., INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

8. SECURITIES AND LOANS HELD FOR SALE (CONTINUED)
 
    A summary of the amortized cost and fair value of securities and related
gross unrealized gains and losses at March 31, 1997 and December 31, 1996,
follows:
 
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                                                                        (000'S)                    
                                                                                   GROSS        GROSS               
                                                                     AMORTIZED   UNREALIZED   UNREALIZED    FAIR   
MARCH 31, 1997:                                                        COST        GAINS        LOSSES      VALUE   
-------------------------------------------------------------------  ----------  -----------  ---------  ----------
<S>                                                                  <C>         <C>          <C>        <C>
Available for Sale:
U.S. Treasury and government agencies..............................  $  116,216   $  --       $   2,880  $  113,336
Obligations of states and political subdivisions...................       1,166           4      --           1,170
Mortgage-backed securities.........................................      91,819       1,105       1,327      91,597
Other..............................................................          99      --          --              99
-------------------------------------------------------------------------------------------------------------------
Total securities available for sale................................  $  209,300   $   1,109   $   4,207  $  206,202
-------------------------------------------------------------------------------------------------------------------
Held to Maturity:
Obligations of states and political subdivisions...................  $   60,089   $   1,390   $     121  $   61,358
Mortgage-backed securities.........................................      29,812          56          81      29,787
U.S. government agencies...........................................      10,000      --             200       9,800
-------------------------------------------------------------------------------------------------------------------
Total securities held to maturity..................................  $   99,901   $   1,446   $     402  $  100,945
-------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       10
<PAGE>

U.S.B. HOLDING CO., INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

8. SECURITIES AND LOANS HELD FOR SALE (CONTINUED)

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------------
                                                                                        (000'S)                    
                                                                                   GROSS        GROSS              
                                                                     AMORTIZED   UNREALIZED   UNREALIZED    FAIR   
DECEMBER 31, 1996:                                                     COST        GAINS        LOSSES      VALUE  
-----------------------------------------------------------------  ----------  -----------  -----------  ----------
<S>                                                                  <C>         <C>          <C>        <C>
Available for Sale:
U.S. Treasury and government agencies............................  $   77,037   $      20    $   1,022   $   76,035
Obligations of states and political subdivisions.................       1,166          29       --            1,195
Mortgage-backed securities.......................................      90,543         725          741       90,527
Corporate bonds..................................................         897           2       --              899
Other............................................................         100      --           --              100
-------------------------------------------------------------------------------------------------------------------
Total securities available for sale..............................  $  169,743   $     776    $   1,763   $  168,756
-------------------------------------------------------------------------------------------------------------------
Held to Maturity:
U.S. Treasury and government agencies............................  $   10,000   $       3    $  --       $   10,003
Obligations of states and political subdivisions.................      61,222       2,178           23       63,377
Mortgage-backed securities.......................................       9,797          10           64        9,743
-------------------------------------------------------------------------------------------------------------------
Total securities held to maturity................................  $   81,019   $   2,191    $      87   $   83,123
-------------------------------------------------------------------------------------------------------------------
</TABLE>
 
    At March 31, 1997 and December 31, 1996, there are fixed rate residential
real estate loans and commitments to originate such loans held for sale with a
cost of $1,996,000 and $416,000 and fair value of $1,986,000 and $415,000,
respectively. During the first quarter of 1996, the Bank transferred fixed rate
residential real estate loans with an aggregate cost of $2,824,000, which
included commitments not yet closed of $1,445,000, representing its entire held
for sale portfolio at that time, to its held to maturity portfolio. This
transfer resulted in a write-down of $78,000, as the loans were transferred at
the lower of cost or fair value.


9. BORROWINGS, STOCKHOLDERS' EQUITY AND NET INCOME PER COMMON SHARE DATA
 
    The Company utilizes borrowings primarily to meet the funding requirements
for its asset growth and to manage its interest rate risk. Short-term borrowings
include securities sold under agreements to repurchase, federal funds purchased,
and short-term Federal Home Loan Bank of New York ("FHLB") advances. Securities
sold under agreements to repurchase generally mature between one and 365 days.
The Bank may borrow up to $50 million from two primary investment firms under
master security sale and repurchase agreements.
 
                                       11
<PAGE>

U.S.B. HOLDING CO., INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
 
9. BORROWINGS, STOCKHOLDERS' EQUITY AND NET INCOME PER COMMON SHARE DATA
(CONTINUED)

    At March 31, 1997, the Bank had $28.5 million of such borrowings
outstanding, with terms of between 30 and 90 days at interest rates of between
5.53 and 5.63 percent. The borrowings are collateralized by securities with an
aggregate amortized cost and market value of $30.0 million and $28.9 million,
respectively. Federal funds purchased represent overnight funds. The Bank has
federal funds purchase lines available with two financial institutions for a
total of $8.0 million. At March 31, 1997 and December 31, 1996, the Bank had no
federal funds purchased balances outstanding. Short-term FHLB advances are
borrowings with original maturities of between one and 365 days. At March 31,
1997 and December 31, 1996, the Bank had short-term FHLB advances of $15.0
million and $5.0 million outstanding at weighted-average interest rates of 5.50
and 5.63 percent, respectively.
 
    Additional information with respect to short-term borrowings for the three
months ended March 31, 1997 and 1996 is presented in the table below. The
increase in short-term borrowings was used primarily to fund asset growth.
 
<TABLE>
<CAPTION>
                                                                                 (000'S, EXCEPT
                                                                                  PERCENTAGES)
                                                                              --------------------
<S>                                                                           <C>        <C>
                                                                                1997       1996
                                                                              ---------  ---------
Balance at March 31.........................................................  $  43,475  $  --
Average balance outstanding.................................................     37,314    123
Weighted-average interest rate*
 As of March 31.............................................................       5.70%    --
 Paid during period.........................................................       5.67%  4.05%
</TABLE>

------------------------
 
*   The weighted-average interest rates for 1997 have been adjusted to reflect
    the effect of an interest rate swap used to convert a variable rate
    borrowing to a fixed rate.
 
    As of March 31, 1997, long-term FHLB advances totaled $25.0 million,
compared with $25.3 million as of December 31, 1996. At March 31, 1997,
long-term FHLB advances aggregating $19.0 million are single principal payments
and are not repayable prior to maturity without penalty. Long-term FHLB advances
aggregating $6.0 million are amortizing advances having scheduled payments, but
may not be repaid in full prior to maturity without penalty.
 
    The Bank has purchased stock in the FHLB which is required in order to draw
advances from the FHLB. At March 31, 1997, the Bank had the ability to borrow an
additional $2.4 million from the FHLB without having to purchase additional FHLB
stock. The Bank may borrow up to an aggregate of 30% of total assets or $266.9
million, at March 31, 1997, upon the purchase of additional shares of FHLB
stock. Advances made from the FHLB are collateralized with the FHLB stock
purchased and certain other assets of the Bank.

                                       12

<PAGE>

U.S.B. HOLDING CO., INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

9. BORROWINGS, STOCKHOLDERS' EQUITY AND NET INCOME PER COMMON SHARE DATA
(CONTINUED)

    The following table is a summary of long-term debt distributed based upon
remaining contractual maturity at March 31, 1997 and December 31, 1996.
 
<TABLE>
<CAPTION>
                                                                                        (000'S, EXCEPT
                                                                                         PERCENTAGES)
                                                                                     --------------------
<S>                                                                     <C>          <C>        <C>        <C>
                                                                          AFTER 1
                                                                        BUT WITHIN     AFTER       1997      1997
                                                                          5 YEARS     5 YEARS     TOTAL      TOTAL
                                                                        -----------  ---------  ---------  ---------
Fixed rate advances...................................................   $  22,284   $   2,712  $  24,996  $  25,267
Weighted-average interest rate........................................        6.14%       6.72%      6.20%      6.20%
</TABLE>
 
    The dividend rate on the Company's Series "A" preferred stock issued to a
single investor is determined quarterly and is subject to certain minimum and
maximum per annum dividend rates as specified in the agreement. For the three
month period ended March 31, 1997 and 1996, the weighted average dividend rates
were 8.4 percent (the minimum rate) for each period. Net income per common share
reflects the preferred stock dividends declared and accrued totaling $34,000 and
$79,000 for each three month period ended March 31, 1997 and 1996, respectively.
The Company redeemed the remaining outstanding amount of $3,250,000 of preferred
stock on February 14, 1997.
 
    On February 27, 1997, the Company sold 11,250 shares of its treasury stock.
These shares were purchased by the Company's Employee Stock Ownership Plan (with
Code Section 401(k) Provisions) ("KSOP") and Supplemental Employees' Investment
Plan ("SEIP") at fair value. In addition, the Company purchased 5,000 common
shares at fair value for the treasury on March 12, 1997.
 
    The Company declared a 10 percent stock dividend on April 24, 1996 to
shareholders of record May 31, 1996, which was distributed on June 14, 1996. In
addition, the Company issued a two-for-one stock split in the form of a 100%
stock dividend on December 30, 1996. The weighted average shares outstanding and
per share amounts for the three months ended March 31, 1996 have been adjusted
to reflect the stock dividends distributed in 1996.
 
    The Company and the Bank's ability to pay cash dividends in the future are
restricted by various regulatory requirements. The Company's ability to pay cash
dividends to its shareholders is primarily dependent upon the receipt of
dividends from the Bank. The Bank's dividends to the Company may not exceed the
sum of the Bank's net income for that year and its undistributed net income for
the preceding two years, less any required transfers to additional paid-in
capital. At March 31, 1997, the Bank could pay dividends to the Company of $14.6
million without having to obtain prior regulatory approval.

                                       13
<PAGE>

U.S.B. HOLDING CO., INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

9. BORROWINGS, STOCKHOLDERS' EQUITY AND NET INCOME PER COMMON SHARE DATA
(CONTINUED)

    Net income per common share is based on net income after preferred stock
dividend requirements, the weighted average number of common shares outstanding
and common equivalent shares (for the quarter ended March 31, 1996, adjusted for
the common stock dividend and stock split distributed in 1996). Outstanding
stock options granted that are dilutive and currently exercisable under the
Company's stock option plans are considered to be common stock equivalents for
earnings per share calculations.
 
10. COMMITMENTS AND CONTINGENCIES
 
    At March 31, 1997, the Bank was committed under an employment agreement 
with a key officer, director and shareholder requiring annual salary and 
other payments of $400,000, increasing annually by $30,000 during the term of 
the contract, annual bonus payments equal to 6% of net income of the Company, 
annual stock option grants of 48,400 shares, issued at fair value (110 
percent of fair value if the key officer's ownership of the Company equals or 
exceeds 10 percent at the date of grant) and other benefits for the term of 
the contract expiring July 1, 1999.
 
    In the normal course of business, various commitments to extend credit are
made which are not reflected in the accompanying consolidated financial
statements. At March 31, 1997, formal credit line and loan commitments which are
primarily loans collateralized by real estate approximated $122.1 million, and
outstanding letters of credit totaled $19.7 million. Such amounts represent the
maximum risk of loss on these commitments.
 
    In the ordinary course of business, the Company is party to various legal
proceedings, which in the opinion of management, will not have a material effect
in the aggregate on the Company's consolidated financial position or results of
operations.
 
    In connection with its asset and liability management program, during 1994
the Bank entered into a protected rate agreement ("cap") which has an aggregate
notional amount of $3.0 million at March 31, 1997. The premium paid in the
amount of $85,000 was deferred and is being amortized over the five year life of
the cap. Under the terms of the cap, the Bank will be reimbursed for increases
in one month LIBOR for any month during the term of the agreement in which such
rate exceeds the "strike level" of 8.1875 percent. Interest rate cap agreements
allow the Bank to limit its exposure to unfavorable interest rate fluctuations
over and above the "capped" rate. The purchased cap hedges income payments from
a mortgage-backed security with an interest rate adjusted annually to the one
year constant maturity Treasury rate. The Bank has also entered into an interest
rate swap contract, which effectively adjusts the short-term interest rate on a
security sold under agreement to repurchase borrowing to a long-term fixed
interest rate. Under the terms of the contract, the Bank is required to pay a
fixed interest rate payment equal to 6.16% of a

                                       14
<PAGE>

U.S.B. HOLDING CO., INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

10. COMMITMENTS AND CONTINGENCIES (CONTINUED)

notional amount of $10.0 million, and receive a payment equal to three-month
LIBOR. The agreement expires on October 2, 1998. These agreements are subject to
the counter-party's ability to perform in accordance with the terms of the
agreement. The Bank's risk of loss on the interest rate cap is equal to the
original premium paid to enter into this agreement, while the risk of loss on
the interest rate swap is the fair value amount to be paid to terminate the
contract, which was $18,000 (liability) at March 31, 1997.
 
11. Corporation-Obligated Mandatory Redeemable Capital Securities of
Subsidiary Trust
 
    On February 5, 1997, the Company completed its issuance of
Corporation-Obligated mandatory redeemable capital securities of subsidiary
trust (the "Capital Securities") that raised $20 million of capital ($19 million
net proceeds after payment of issuance costs). The 9.58% Capital Securities, due
February 1, 2027, were issued by Union State Capital Trust I (the "Trust"), a
Delaware business trust that was formed by the Company solely to issue the
Capital Securities and related common stock and advance the proceeds to the
Company by purchasing junior subordinated debt of the Company. The Capital
Securities may not be redeemed except under limited circumstances until February
1, 2007, and thereafter at a premium which reduces over a ten year period.
Dividends will be paid semi-annually, beginning August 1, 1997.
 
    The Capital Securities qualify as Tier 1 or core capital for the Company
under the Federal Reserve Board's risk-based capital guidelines. The proceeds of
the sale of the Capital Securities is available for general corporate purposes,
and a portion thereof has been used to retire the Company's existing outstanding
preferred stock in the amount of $3,250,000 on February 14, 1997. Payments on
the junior subordinated debt, which are in turn passed through the Trust to the
Capital Securities holders, will be serviced through existing liquidity and cash
flow sources of the Company. The Company will be permitted to deduct payments on
the Capital Securities under current federal tax law.
 
    So long as no default has occurred and is continuing, the Company has the
right under the junior subordinated indenture to defer the payment of interest
at any time or from time to time for a period not exceeding 10 consecutive
semi-annual periods for any one extension (each such period is an "Extension
Period"); provided, however, that no Extension Period may extend beyond the
stated maturity of the junior subordinated debt securities. During any Extension
Period, the Company may not (i) declare or pay any dividends or distributions
on, or redeem, purchase, acquire or make a liquidation payment with respect to
any of the Company's capital stock (which includes common and preferred stock),
(ii) make any payment of principal, interest or premium, if any, on or repay,
repurchase or redeem any debt securities of the Company that rank PARI PASSU
with or junior in interest to the junior subordinated debt securities or (iii)
make any guarantee payments with respect to any guarantee by the Company of the
debt securities of any subsidiary of the Company if such guarantee ranks PARI
PASSU with or junior in interest to the junior subordinated debt securities, in
each case subject to certain exceptions.
 
                                       15
<PAGE>

U.S.B. HOLDING CO., INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

11. Corporation-Obligated Mandatory Redeemable Capital Securities of
Subsidiary Trust (Continued)

    Pursuant to the terms of the documents governing the Company's junior
subordinated debt and the Capital Securities of the Trust, if the Company or its
affiliate is in default under such securities, the Company is prohibited from
repurchasing or making distributions, including dividends, on or with respect to
its common or preferred stock and from making payments on any debt or guarantees
which rank PARI PASSU or junior to such securities.
 
    In addition, under the terms of the indenture governing its junior
subordinated debt, the Company may not merge or consolidate with, or sell
substantially all of its assets to any other corporation, person or entity
unless (a) the surviving corporation is a domestic corporation which expressly
assumes the Company's obligations with respect to the junior subordinated debt
and the Capital Securities and related documents, (b) there is no, and the
merger or other transaction would not cause, default under the junior
subordinated debt, and (c) certain other conditions are met.
 
                                       16
<PAGE>


U.S.B. HOLDING CO., INC.
MANAGEMENT'S DISCUSSIONS AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATION
 
FINANCIAL CONDITION
 
    At March 31, 1997, the Company had total assets of $891.4 million, an
increase of 10.9 percent, or $87.9 million from December 31, 1996.
 
    Total deposits increased $59.8 million for the three month period ended
March 31, 1997, to $742.1 million, which represented an 8.8 percent increase
from December 31, 1996. Time deposits accounted for the greatest component of
deposit increases, $64.9 million. Time deposits greater than $100,000 from local
municipalities, which are obtained on a bidding basis with maturities of 30 to
180 days, increased by $46.1 million as part of the Bank's overall leveraging
strategy. IRAs/Keoghs increased by $1.7 million due to continued promotion of
this product. Retail time deposits under $100,000 increased by $13.5 million due
primarily to time deposit promotions, and other time deposits over $100,000
increased by $3.6 million during the three month period ended March 31, 1997.
Savings deposits increased by $4.1 million, as the Company's "Golden Statement"
account, which provides an attractive yield for high balance accounts, attracted
additional deposits. NOW accounts and demand deposits increased by $3.2 million
and decreased by $3.5 million, respectively. Money market deposits decreased by
$9.0 million, as customers generally switched money market account balances to
higher yielding deposit products.
 
    The securities portfolio of $306.1 million and $249.8 million at March 31,
1997 and December 31, 1996, respectively, consists of securities held to
maturity at amortized cost of $99.9 million and $81.0 million, and securities
available for sale at fair value totaling $206.2 million and $168.8 million,
respectively.
 
    During the three months ended March 31, 1997, U.S. Treasury and government
agency obligations increased $39.2 million due primarily to purchases of $20.0
million in callable bonds and $18.3 million in indexed amortizing notes. The
purchases were funded by proceeds received from the Company's issuance of
Capital Securities and the sale of mortgage-backed securities. Mortgage-backed
securities increased by $21.3 million as purchases of $39.7 million were offset
by the sales transaction totaling $17.2 million and principal amortizations of
$1.2 million. The mortgage-backed securities sold have low-yields or
expectations to prepay in the near-term and were sold to take advantage of
market conditions with the proceeds reinvested at increased yields and
considerably shortened final maturities. The mortgage-backed securities
purchased are floating-rate obligations whereby on each scheduled adjustment
date, the coupon rate resets to a spread or margin over the then current London
interbank offered rate ("LIBOR"). These purchases are funded by deposits or
borrowings with rates at or similar to LIBOR in terms of cost and adjustment
frequency. The Company's investment in obligations of states and political
subdivisions, or municipal securities, decreased by $1.1 million during the
first quarter of 1997 due mainly to maturities. Municipal securities are
considered core investments which are high yielding on a tax equivalent basis
and have diversified maturities. Purchases of municipal securities are dependent
upon their availability in the marketplace and the comparative tax equivalent
yield of such securities to other securities of like credit risk and maturity.
The Company currently has no outstanding holdings in corporate bonds as all such
bonds aggregating $.9 million matured during the quarter ended March 31, 1997.
Medium-term corporate debt securities which are rated investment grade by
nationally recognized credit rating organizations

                                     17                                       

<PAGE>

U.S.B. HOLDING CO., INC.
MANAGEMENT'S DISCUSSIONS AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATION (Cont'd)
 
FINANCIAL CONDITION (Cont'd)


will continue to be evaluated for investment in the future. The security 
portfolio was further reduced due to the increase in loss on available for 
sale securities of $2.1 million.

    The Company continues to exercise its conservative approach to investing by
making high quality investments and controlling interest rate risk through the
averaging of investments in medium-term maturities.
 
    At March 31, 1997, net loans were $522.3 million, a net increase of $24.5
million or 4.9 percent over December 31, 1996. The primary increases of
outstanding loan balances was $17.9 million in commercial mortgages and $6.7
million in real estate secured loans. The Bank had approximately $122.1 million
in formal credit lines and loan commitments outstanding. Management considers
its liquid resources to be adequate to fund loans in the foreseeable future,
principally by utilizing excess funds temporarily placed in federal funds sold,
increases in deposits, borrowings and loan repayments and maturing securities.
 
    The Bank has approximately $3.3 million of loans, collateralized by lease
receivables, to Bennett Funding Group ("Bennett"), a lease finance company,
which filed for bankruptcy protection during the first quarter of 1996.
Collection of these loans continue to be delayed by the bankruptcy proceedings.
The Bank has not yet determined the extent of losses, if any, that will be
sustained on these loans. However, based upon Bennett's filing, the loans have
been placed on nonaccrual status. Including the Bennett loans, the Bank's
nonaccrual loans were less than one percent of total assets at March 31, 1997.
 
    The Bank's allowance for loan losses increased $.5 million or 9.1 percent to
$6.3 million at March 31, 1997, from $5.7 million at December 31, 1996. The
allowance for loan losses represented 1.19 percent of gross loans outstanding at
March 31, 1997, compared to 1.14 percent at December 31, 1996. The allowance
reflects a provision of $630,000 and net charge-offs of $107,000 recorded thus
far in 1997. Management takes a prudent and cautious position in evaluating
various business and economic uncertainties in relation to the Bank's loan
portfolio. In management's judgment, the allowance is considered adequate to
absorb potential losses inherent in the loan portfolio.
 
    During the three months ended March 31, 1997, the Bank increased the amount
of outstanding advances with the Federal Home Loan Bank of New York by $9.7
million, while borrowings under repurchase agreements decreased slightly. As
noted above, municipal time deposits increased $46.1 million. These transactions
represent funds borrowed on a short-to-intermediate-term basis as part of the
Bank's overall leveraging strategy.
 
    On February 5, 1997, the Company issued Corporation-Obligated mandatory
redeemable capital securities of subsidiary trust ("Capital Securities") in an
aggregate amount of $20 million. The Capital Securities quality as Tier I
Capital for regulatory purposes and the payments are


                                     18

<PAGE>

U.S.B. HOLDING CO., INC.
MANAGEMENT'S DISCUSSIONS AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATION (Cont'd)
 
FINANCIAL CONDITION (Cont'd)


deductible for tax purposes. The net proceeds of approximately $19 million 
from the issuance of the Capital Securities were used to reduce existing 
preferred stock ($3.3 million), provide additional capital to Union State 
Bank ($14.5 million) and for general corporate purposes. Further information 
is provided in the Notes to Consolidated Financial Statements.
 
    Stockholders' equity decreased to $54.3 million at March 31, 1997, from the
December 31, 1996 balance of $56.9 million. The decrease primarily results from
the redemption of $3.3 million of preferred stock, an increase in the unrealized
loss on available for sale securities, net of tax of $1.2 million, and dividends
paid, partially offset by net income of $2.3 million for the three month period
ended March 31, 1997. During the first quarter of 1997, the Company also sold
11,250 shares of treasury stock at fair market value in the aggregate amount of
$203,000 and purchased 5,000 shares of treasury stock for $105,000.
 
    The Company's leverage ratio at March 31, 1997 was 8.88 percent, compared to
7.06 percent at December 31, 1996. The Company's Tier I and total capital ratios
under the risk-based capital guidelines were 12.65 percent and 13.93 percent at
March 31, 1997 and 10.45 percent and 11.50 percent at December 31, 1996,
respectively. In addition, the Bank exceeds all current regulatory capital
requirements and was in the "well-capitalized" category at March 31, 1997 and
December 31, 1996.
 
RESULTS OF OPERATIONS
 
EARNINGS
 
    Net income for the three month period ended March 31, 1997 increased $82,000
or 3.6 percent to $2,332,000 compared to the same period in 1996. Net income per
common and common equivalent share increased to $.35 in the quarter ended March
31, 1997 from $.34 in the same period in 1996. The annualized return on average
total assets was 1.11 percent for the three months ended March 31, 1997 compared
to 1.30 percent for the three months ended March 31, 1996. The overall increase
in earnings in the 1997 quarter primarily reflects higher net interest income
resulting from increased volume and effective leveraging of the balance sheet,
and a lower effective income tax rate, offset by a higher loan loss provision,
lower service fee income, and higher non-interest expenses to support increased
business, while the three months ended March 31, 1996 was also favorably
impacted by net gains on sales of securities and loans. A discussion of the
factors impacting the changes in the various components of net income follows.
 
NET INTEREST INCOME
 
    Net interest income, the difference between interest income and interest
expense, is a significant component of the Company's consolidated earnings. For
the three month period ended March 31, 1997, net interest income increased 17.1
percent to $8.0 million from $6.8 million in the year earlier period. Net
interest income increased in the current quarter due to volume increases of

                                     19

<PAGE>

U.S.B. HOLDING CO., INC.
MANAGEMENT'S DISCUSSIONS AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATION (Cont'd)
 
NET INTEREST INCOME (Cont'd)

average earning assets, partially offset by a decrease in the net interest 
spread. For the three months ended March 31, 1997 and 1996, the interest 
spread (yield on earning assets less cost of funds) was 3.59 percent and 3.65 
percent, respectively. Yields on interest earning assets increased during the 
three month period ended March 31, 1997, while the cost of funds increased at 
a higher rate compared to the same period in 1996, resulting in the negative 
impact on the net interest spread. The increase in asset yields is partially 
as a result of achieving higher yields on the investment portfolio due to 
investing in callable agency securities and increasing yields on investments. 
Although leverage strategies result in a higher cost of funds, it has the 
effect of increasing net interest income while managing interest rate risk.
 
PROVISION FOR LOAN LOSSES
 
    The provision for loan losses increased $155,000 to $630,000 for the three
month period ended March 31, 1997, compared to the same period in 1996. Net
charge-offs in the first three months of 1997 totaled $107,000 relating
primarily to real estate loans, compared to $114,000 of net charge-offs
(principally real estate loans) during the same period in 1996. Nonaccrual loans
were $7.7 million at March 31, 1997, compared to $8.1 million at December 31,
1996, and $7.2 million at March 31, 1996. The Bank has approximately $3.3
million of loans, collateralized by lease receivables, to Bennett Funding Group,
a lease finance company, which filed for bankruptcy during the first quarter of
1996. The Bank does not yet know the extent of losses, if any, that will be
sustained on these loans. However, based upon Bennett's filing, the loans were
placed on nonaccrual status in March 1996. It is the Company's policy to
discontinue the accrual of interest on loans when, in the opinion of management,
a reasonable doubt exists as to the timely collectibility of the amounts due.
Net income is adversely impacted by the level of non-performing assets of the
Company since, in addition to foregone revenue, it must increase the level of
provision for loan losses, and incur other costs associated with collections of
past due balances.
 
    An evaluation of the quality of the loan portfolio is performed by 
management on an ongoing basis as an integral part of the loan function, 
which includes the identification of past due loans, the recognition of the 
current economic environment and the review of the historical loan 
experience. Management has taken a prudent and cautious position in 
evaluating various business and economic uncertainties in relation to the 
Company's loan portfolio and believes that the allowance for loan losses at 
March 31, 1997 reflects the risk elements inherent in the total loan 
portfolio at this time. The changes in the provision charged to income and 
the allowance for loan losses reflects such uncertainties on an ever 
increasing loan portfolio. There is no assurance that the Company will not be 
required to make future adjustments to the allowance in response to changing 
economic conditions or regulatory examinations.
 
NON-INTEREST INCOME
 
    Non-interest income for the three months ended March 31, 1997 decreased by
$354,000 to $871,000 from $1,225,000 in the same period of 1996. The first
quarter decrease is related to

                                     20

<PAGE>

U.S.B. HOLDING CO., INC.
MANAGEMENT'S DISCUSSIONS AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATION (Cont'd)
 
NON-INTEREST INCOME (Cont'd)


lower net gains on securities and loan transactions ($365,000) in the three 
month period ended March 31, 1997, and lower service charges and fees 
($52,000) partially offset by higher other income ($63,000).
 
    The decrease in service charges was due to lower insufficient funds charges
and increased competition impacted the level of fees charged.
 
    Other income, which consists of credit card fees, loan servicing income,
wire transfer fees, safe deposit, and other fees, increased slightly due to
growth in credit card revenue and other income.
 
NON-INTEREST EXPENSES
 
    Non-interest expenses increased $657,000 to $4,899,000 for the three month
period ended March 31, 1997 from the comparable period in 1996. The primary
reasons for this increase result from an increase in salaries and other
operating costs to support growth of the Bank. The following section discusses
each component of non-interest expense.
 
    Salaries and benefits, the largest component of non-interest expense,
increased by $295,000 during the three month period ended March 31, 1997
compared to the previous year, which represented an increase of 12.4 percent.
The salary increases occurred due to additional personnel necessary for the Bank
to accommodate the increases in both deposits and loans and their related
services and annual merit increases. The increase in employee benefits occurred
because of an increase in incentive compensation programs which is based upon
the Company's net income and overall financial performance, higher payroll taxes
during 1997 due to the higher salary base and increases in other employee
benefit programs such as medical coverage, tuition reimbursement, and training.
 
    The changes in the other components of non-interest expenses for the three
month period ended March 31, 1997 compared to March 31, 1996 were due to the
following:
 
--  Increase of $112,000 (13.5%) in occupancy and equipment expense. This
    increase is due principally to higher maintenance expenses relating to the
    Bank's branch and computer related equipment, and additional rental expense
    associated with a new branch opening, the relocation of the Orangeburg
    Branch and opening of the Westchester Loan Center all of which occurred in
    mid 1996.
 
--  Decrease of $38,000 (16.7%) in advertising and business development. The
    decrease reflects management control of advertising and promotion
    activities.
 
--  Increase of $131,000 (58.7%) in professional fees. This increase relates
    to accounting and auditing fees, and professional fees primarily associated
    with loan collections, foreclosures and other litigation.
 
                                     21

<PAGE>

U.S.B. HOLDING CO., INC.
MANAGEMENT'S DISCUSSIONS AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATION (Cont'd)
 
NON-INTEREST EXPENSES (Cont'd)

--  Increase of $36,000 (22.8%) in communications is due to an increase in
    postage and telephone expenses that arose as a result of higher postal
    volume, upgrading of data lines throughout the Bank, and relocation of the
    Bank's Data Center to its Corporate Headquarters in November 1996.
 
--  Increase of $27,000 (29.7%) in stationery and printing. The increase
    occurred due to printing costs and supplies necessitated by increased loan
    and deposit volume and growth of the credit card operation.
 
--  Increase of $21,000 in FDIC insurance premiums results from new FDIC
    deposit premiums, which became effective in January 1997, to finance the
    FICO bonds.
 
--  Increase of $73,000 (21.5%) in other expenses, results from higher
    branch charge-offs, accruals for a contribution to the U.S.B Foundation,
    Inc., offset by lower foreclosure related expenses.
 
INCOME TAXES
 
    The effective tax rates for the three month periods ended March 31, 1997 and
1996 was 30.3 percent and 32.7 percent, respectively. The decrease in the
overall effective tax rate in 1997 primarily reflects lower state income taxes.
 
                                     22
<PAGE>
                           PART II--OTHER INFORMATION
 
<TABLE>
<S>                                            <C>
Item 6.                                        Exhibits and Reports on Form 8-K

                                               (a) Exhibit XI--Statement re: Computation of
                                               Earnings Per Share

                                               (b) Reports on Form 8-K. Two Form 8-K's dated
                                               January 28, 1997 and February 6, 1997, were
                                               filed by the Company during the quarter ended
                                               March 31, 1997.

                                               On January 28, 1997, the Company issued a
                                               press release announcing its earnings for the
                                               year and quarter ended December 31, 1996. A
                                               copy of the press release was filed as
                                               Exhibit 99 to the Form 8-K.

                                               On February 6, 1997, the Company issued a
                                               press release announcing its issuance of $20
                                               million of Trust Preferred Securities. A copy
                                               of the press release was filed as Exhibit 99
                                               to the Form 8-K.

</TABLE>
        
                                       SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized, on June 16, 1997.



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


 
__________________________________________   _________________________________
Thomas E. Hales                              Steven T. Sabatini 
Chairman of the Board, President             Executive Vice President Finance,
Chief Executive Officer and Director         Chief Financial Officer and 
                                             Assistant Secretary 
                                             (Principal Financial and 
                                              Accounting Officer)
 
                                       23