EXHIBIT 3(a)


                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

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

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                            Under Section 245 of the
                        Delaware General Corporation Law
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          U.S.B. Holding Co., Inc., a corporation duly organized and existing,
 under and by virtue of the General Corporation Law of the State of Delaware
 (the "Corporation"), DOES HEREBY CERTIFY:

          1. The present name of the Corporation is U.S.B. Holding Co., Inc.,
 which is the name under which the Corporation was originally incorporated; and
 the date of filing of the original certificate of incorporation of the
 Corporation with the Secretary of State of Delaware is July 6, 1982.

          2. The provisions of the certificate of incorporation as heretofore
 amended and/or supplemented are hereby restated and integrated into the single
 instrument which is hereinafter set forth, and which is entitled Restated
 Certificate of Incorporation of U.S.B Holding Co., Inc., without further
 amendment and without any discrepancy between the provisions of the certificate
 of incorporation as heretofore amended and supplemented and the provisions of
 the said single instrument hereinafter set forth.

          3. Purpose. The, Board of Directors of the Corporation has duly
adopted this Restated Certificate of Incorporation pursuant to the provisions of
Section 245 of the General Corporation Law of the State of Delaware in the form
set forth as follows:



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                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

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

                       ----------------------------------

          1. Name. The name of the corporation is U.S.B. Holding Co., Inc.
 (hereinafter called the "Corporation").

          2. Address; Registered Agent. The address, including street, number,
 city and county, of the Corporation's registered office in this State is 1209
 Orange Street, Wilmington, County of New Castle, Delaware; and its registered
 agent at such address is The Corporation Trust Company.

          3. Purpose. The nature of the business and purposes to be conducted or
 promoted by the Corporation are to engage in, carry on and conduct any lawful
 act or activity for which corporations may be organized under the General
 Corporation Law of Delaware.

          4. Number of Shares. The total number of shares of stock which the
 Corporation shall have authority to issue is 60,000,000 shares, consisting of
 50,000,000 shares of Common Stock having a par value of $0.01 per share and
 10,000,000 shares of Preferred Stock without par value.

          The Board of Directors is authorized, by resolution or resolutions,
 subject to limitations prescribed by law and the provisions of this Article 4,
 to provide for the issuance of the Preferred Stock in one or more series, to
 establish the number of shares to be included in each such series, and to fix
 the designation, powers, preferences and rights, and the qualifications,
 limitations or restrictions thereof, of the shares of each such series. The
 authority of the Board with respect to each series shall include, but not be
 limited to, determination of the following:

                  (a) The number of shares constituting that series and the
          distinctive designation of that series;


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                  (b) The dividend rate. of that series, whether dividends shall
          be cumulative, and, if so, from which date or dates, and the relative
          rights of priority, if any, of payment of dividends on shares of that
          series;

                  (c) Whether that series shall have voting rights, and, if so,
          the terms of such voting rights;

                  (d) Whether or not the shares of that series shall be
          redeemable, and, if so, the terms and conditions of such redemption,
          including the date or dates upon or after which they shall be
          redeemable, and the amount per share payable in case of redemption,
          which amount may vary under different conditions and at different
          redemption dates;

                  (e) Whether that series shall have a sinking fund for the
          redemption or purchase of shares of that series, and if so, the terms
          and amount of such sinking fund;

                  (f) The rights of the shares of that series in the event of
          voluntary or involuntary liquidation, dissolution or winding up of the
          Corporation, and the relative rights of priority, if any, of payment
          of shares of that series; and

                  (g) Any other powers, preferences and rights, and the
          qualifications, limitations or restrictions thereof, of that series.

          Dividends on outstanding Preferred Stock shall be declared and paid,
 or set apart for payment, before any dividends shall be declared and paid, or
 set apart for payment, on the Common Stock with respect to the same dividend
 period.

         No shares of Preferred Stock shall be convertible into shares of Common
 Stock or other securities of the Corporation.

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          5. Board of Directors

                 Section 1. Number, election and terms. The Board of Directors
          of the corporation shall consist of that number of directors, to be
          fixed by, or in the manner provided in, the Bylaws, and such number of
          directors so fixed in such Bylaws may be changed only by receiving the
          affirmative vote of (i) the holders of at least 75% of all the shares
          of the Corporation then entitled to vote on such change or (ii) a
          majority of the directors in office at the time of vote. In the
          election of directors at the 1985 Annual Meeting of Shareholders, the
          directors shall be divided into three classes, as nearly equal in
          number as possible, with the term of office of the first class to
          expire at the 1986 Annual meeting of Shareholders, the term of office
          of the second class to expire at the 1987 Annual Meeting of
          Shareholders, and the term of office of the third class to expire at
          the 1988 Annual Meeting of Shareholders. At each Annual Meeting of
          Shareholders following such initial classification and election, the
          number of directors equal to the number of the class whose term
          expires at the time of such meeting shall be elected to hold office
          until the third succeeding Annual Meeting of Shareholders. Each
          director shall hold office until his successor is elected and
          qualified, or until his earlier resignation or removal.

                 Section 2. Newly created directorships and vacancies. Newly
          created directorships resulting from any increase in the authorized
          number of directors and any vacancies in the Board of Directors
          resulting from death, resignation, retirement, disqualification,
          removal from office or other cause may be filled by a majority vote of
          the directors then in office, and directors so chosen shall hold
          office for a term expiring at the Annual Meeting of Shareholders at
          which the term of the class to which they have been elected expires.

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                 Section 3. Removal. At a meeting of shareholders called
          expressly for that purpose, any director, or the entire Board of
          Directors, may be removed from office at any time, without cause, but
          only by the affirmative vote of the holders of at least 80% of the
          shares of the Corporation then entitled to vote in an election of
          directors. At a meeting of stockholders called expressly for that
          purpose, a director may be removed by the stockholders for cause by
          the affirmative vote of the holders of a majority of the shares then
          entitled to vote in an election of directors.

                 Section 4. Amendment, repeal, etc. Notwithstanding anything
          contained in Delaware corporate law or these Articles of Incorporation
          to the contrary, the affirmative vote of the holders of at least 80%
          of the shares of the Corporation then entitled to vote in an election
          of directors shall be required to amend or repeal, or to adopt any
          provision inconsistent with, this Article 5.

          6. Adoption, Amendment and/or Repeal of By-Laws. The Board of
 Directors may from time to time (after adoption by the Undersigned of the
 original by-laws of the Corporation) adopt, amend or appeal the by-laws of the
 Corporation; provided, that any by-laws adopted, amended or repealed by the
 Board of Directors may be amended repealed, and any by-laws may be adopted,
 amended, or repealed by the stockholders of the Corporation.

          7. Compromise and Arrangements. Whenever a compromise or arrangement
 is proposed between this Corporation and its creditors or any class of them
 and/or between this Corporation and its Stockholders or any class of them, any
 court of equitable jurisdiction within the State of Delaware may, on the
 application in a summary way of this Corporation or of any creditor or
 stockholder thereof or on the application of any receiver or receivers
 appointed for this


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 Corporation under the provisions of section 291 of Title 8 of the Delaware Code
 or on the application of trustees in dissolution or of any receiver or
 receivers appointed for this Corporation under the provisions of section 279 of
 Title 8 of the Delaware Code order a meeting of the creditors or class of
 creditors, and/or of the stockholders or class of stockholders of this
 Corporation, as the case may be, to be summoned in such manner as the said
 court directs. If a majority in number representing three-fourths in value of
 the creditors or class of creditors, and/or of the stockholders or of the
 stockholders or class of stockholders of this Corporation, as the case may be,
 agree to any compromise or arrangement and to any reorganization of this
 Corporation as a consequence of such compromise or arrangement, the said
 compromise or arrangement and the said reorganization shall, if sanctioned by
 the court to which the said application has been made, be binding on all the
 creditors or class of creditors, and/or on all the stockholders or class of
 stockholders, of this Corporation, as the case may be, and also on this
 Corporation.

          8. Approval of Certain Business Combinations. The approval of any
 Business Combination shall, in addition to any affirmative vote required by
 law, require the affirmative vote of the holders of not less than eighty
 percent (80%) of the common shares of the Corporation then entitled to vote
 generally in the election of directors of the Corporation; provided, however,
 that any such Business Combination may be approved on the affirmative vote
 required by law if such Business Combination is approved by not less than
 sixty-six and two-thirds percent (66-2/3%) of the entire Board of Directors of
 the Corporation. As used herein the term "Business Combination" shall mean:

                    (i) any merger or consolidation of the Corporation or any
          subsidiary of the Corporation with (a) any Substantial Shareholder or
          (b) any other corporation which, after such merger or consolidation,
          would be a Substantial Shareholder regardless of which entity
          survives;


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                    (ii) any sale, lease, exchange, mortgage, pledge, transfer
          or other disposition (in one transaction or a series of transactions)
          to or with any Substantial Shareholder of all or substantially all of
          the assets of the Corporation or any subsidiary of the Corporation, or
          both;

                    (iii) the adoption of any plan or proposal for the
          liquidation of the Corporation proposed by or on behalf of a
          Substantial Shareholder; -or

                    (iv) any transaction involving the Corporation or any of its
          subsidiaries, including the issuance or transfer of any securities of,
          any reclassification of securities of, or any recapitalization of, the
          Corporation or any of its subsidiaries, or any merger or consolidation
          of the Corporation with any of its subsidiaries (whether or not
          involving a Substantial Shareholder), if the transaction would have
          the effect, directly or indirectly, of increasing the proportionate
          share of the outstanding shares of any class of equity or convertible
          securities of the Corporation or any subsidiary, of which a
          Substantial Shareholder is the Beneficial Owner.

          As used herein, the term "Substantial Shareholder" shall mean and
 include any individual, corporation, partnership or other person or entity
 which, together with its "Affiliates" and "Associates" (as such terms were
 defined as of May 22, 1984, in Rule 12b-2 under the Securities Exchange Act of
 1934), is the "Beneficial Owner" (as determined in accordance with the criteria
 set forth as of May 22, 1984 under Rule 13d-3 under the Securities Exchange Act
 of 1934) in the aggregate of more than five percent (5%) of the outstanding
 shares of the Corporation entitled to vote generally in an election of
 directors; and any Affiliate or Associate of any such individual, corporation,
 partnership or other person or entity. Notwithstanding anything contained in
 Delaware

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 corporate law or these Articles of Incorporation to the contrary, the
 affirmative vote of the holders of at least 80% of the shares of the
 Corporation then entitled to vote in an election of directors shall be required
 to amend or repeal, or to adopt any provision inconsistent with, this Article
 8.

          9. Limitation of Director's Personal Liability. A director of the
 Corporation shall not be personally liable to the Corporation or its
 stockholders for monetary damages for breach of fiduciary duty as a director
 except for liability (i) for any breach of the director's duty of loyalty to
 The Corporation or its stockholders, (ii) for acts or omissions not in good
 faith or which involve intentional misconduct or a knowing violation of law,
 (iii) under Section 174 of the Delaware General Corporation Law, as the same
 exists or hereafter may be amended, or (iv) for any transaction from which the
 director derived an improper personal benefit. This Article shall not eliminate
 or limit the liability of a director for or with respect to any act or omission
 occurring prior to the effective date of the Amendment adding this Article to
 the Certificate of Incorporation. If the Delaware General Corporation Law
 hereafter is amended to authorize the further elimination or limitation of the
 liability of directors, then the liability of a director of the Corporation, in
 addition to the limitation on personal liability provided herein, shall be
 limited to the fullest extent permitted by the amended Delaware General
 Corporation Law. Any repeal or modification of this paragraph by the
 stockholders of the Corporation shall be prospective only, and shall not
 adversely affect any limitation on the personal liability of a director of the
 Corporation existing at the time of such repeal or modification.

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          IN WITNESS WHEREOF, this Restated Certificate has been signed on this
 25th day of July, 2002, and the signature of the undersigned shall constitute
 the affirmation and acknowledgment of the undersigned, under penalties of
 perjury that the Restated Certificate is the act and deed of the Corporation
 and that the facts stated herein are true.


                                              /s/ Michael H. Fury
                                              ------------------------
                                              Michael H. Fury
                                              Secretary