FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
HALES THOMAS E
(Last) (First) (Middle)
100 DUTCH HILL ROAD
(Street)
ORANGEBURG NY 10962
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
USB HOLDING CO INC [ UBH ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
CEO & Chairman
3. Date of Earliest Transaction (Month/Day/Year)
12/18/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/18/2007 D 246,935 D $0 0.00(1) I KESIP
Common Stock 1,630,160.34 D
Common Stock 199,711.02 I By Spouse
Common Stock 262,578.43 I Foundation
Common Stock 190,714 I Hales Family LLC
Common Stock 330,523(2) I KSOP
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Optio (Right to Buy) $24.53 12/26/2009 12/26/2016 Common Stock 92,907 92,907 D
Stock Option (Right to Buy) $14.11 11/20/1998 05/20/2008 Common Stock 135,282 135,282 D
Stock Option (Right to Buy) $12.02 06/23/1999 12/23/2008 Common Stock 50,752 50,752 D
Stock Option (Right to buy) $24.34 09/15/2004 03/16/2009 Common Stock 4,517 4,517 D
Stock Option (Right to Buy) $10.14 10/07/1999 04/07/2009 Common Stock 113,409 113,409 D
Stock Option (Right to buy) $21.81 10/15/2004 04/15/2009 Common Stock 1,600 1,600 D
Stock Option (Right to Buy) $24.06 09/14/2005 03/14/2010 Common Stock 4,156 4,156 D
Stock Option (Right to Buy) $10.94 10/13/2000 04/13/2010 Common Stock 133,228 133,228 D
Stock Option (Right to Buy) $10.41 11/10/2000 05/10/2010 Common Stock 14,338 14,338 D
Stock Option (Right to Buy) $24.12 04/12/2007 04/12/2011 Common Stock 1,520 1,520 D
Stock Option (Right to Buy) $24.12 04/12/2008 04/12/2011 Common Stock 1,519 1,519 D
Stock Option (Right to Buy) $24.12 04/12/2009 04/12/2011 Common Stock 1,520 1,520 D
Stock Option (Right to Buy) $24.12 04/18/2008 04/18/2012 Common Stock 1,382 1,382 D
Stock Option (Right to Buy) $24.12 04/18/2009 04/18/2012 Common Stock 1,381 1,381 D
Stock Option (Right to Buy) $24.12 04/18/2010 04/18/2012 Common Stock 1,382 1,382 D
Stock Option (Right to Buy) $14.16 11/08/2002 05/08/2012 Common Stock 135,950 135,950 D
Stock Option (Right to Buy) $13.72 11/24/2002 05/24/2012 Common Stock 18,453 18,453 D
Stock Option (Right to Buy) $14.04 07/16/2003 01/16/2013 Common Stock 5,041 5,041 D
Stock Option (Right to Buy) $14.41 10/16/2003 04/16/2013 Common Stock 142,370 142,370 D
Stock Option (Right to buy) $19.83 10/15/2004 10/15/2014 Common Stock 140,769 140,769 D
Stock Option (Right to Buy) $21.87 09/14/2005 03/14/2015 Common Stock 877 877 D
Stock Option (Right to Buy) $19.29 11/03/2005 05/03/2015 Common Stock 157,926 157,926 D
Stock Option (Right to Buy) $21.93 04/12/2007 04/12/2016 Common Stock 45,937 45,937 D
Stock Option (Right to Buy) $21.93 04/12/2008 04/12/2016 Common Stock 45,937 45,937 D
Stock Option (Right to Buy) $21.93 04/12/2009 04/12/2016 Common Stock 45,937 45,937 D
Stock Option (Right to Buy) $24.53 12/26/2007 12/26/2016 Common Stock 92,907 92,907 D
Stock Option (Right to Buy) $24.53 12/26/2008 12/26/2016 Common Stock 92,906 92,906 D
Stock Option (Right to Buy) $21.93 04/18/2008 04/18/2017 Common Stock 46,075 46,075 D
Stock Option (Right to Buy) $21.93 04/18/2009 04/18/2017 Common Stock 46,075 46,075 D
Stock Option (Right to Buy) $21.93 04/18/2010 04/18/2017 Common Stock 46,075 46,075 D
Explanation of Responses:
1. The reporting person acquired 8,527 shares of U.S.B. Holding Co., Inc. common stock through the Union State Bank Key Employees Supplemental Investment Plan for the year ended 2007, bringing his total shares to 246,935. As a result of the proposed merger between U.S.B. Holding Co., Inc. and KeyCorp., the person is paid out on his shares held.
2. The reporting person acquired 4,789 shares of common stock through the U.S.B. Holding Co., Inc. Employee Stock Ownership Plan (with 401(k) Provisions).
By: Catherine Martini, Power of Attorney 12/21/2007
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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