Usb Holding CO Inc - Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2008 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Stewart Lawrence	2. Issuer Name and Ticker or Trading Symbol USB HOLDING CO INC [ UBH ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                      _____ 10% Owner __ X __ Officer (give title below)      _____ Other (specify below) Exec Vice President / CLO
(Last)          (First)          (Middle) 100 DUTCH HILL ROAD	3. Date of Earliest Transaction (MM/DD/YYYY) 12/18/2007
(Street) ORANGEBURG, NY 10962 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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		1174	D	$0	0.00   (1)	I	KESIP
Common Stock								16474.00   (2)	I	KSOP

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: 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 Option (Right to Buy)	$14.11							11/20/1998	5/20/2008	Common Stock	2941.00		2941.00	D
Stock Option (Right to Buy)	$10.14							10/7/1999	4/7/2009	Common Stock	5349.00		5349.00	D
Stock Option (Right to Buy)	$10.94							10/13/2000	4/13/2010	Common Stock	6685.00		6685.00	D
Stock Option (Right to Buy)	$10.21							10/4/2001	4/4/2011	Common Stock	6685.00		6685.00	D
Stock Option (Right to Buy)	$14.16							11/8/2002	5/8/2012	Common Stock	6685.00		6685.00	D
Stock Option (Right to Buy)	$14.41							10/16/2003	4/16/2013	Common Stock	8104.00		8104.00	D
Stock Option (Right to buy)	$19.83							10/15/2004	10/15/2014	Common Stock	9922.00		9922.00	D
Stock Option (Right to Buy)	$20.14							11/25/2005	5/25/2015	Common Stock	9922.00		9922.00	D
Stock Option (Right to Buy)	$21.93							4/12/2007	4/12/2016	Common Stock	3334.00		3334.00	D
Stock Option (Right to Buy)	$21.93							4/12/2008	4/12/2016	Common Stock	3332.00		3332.00	D
Stock Option (Right to Buy)	$21.93							4/12/2009	4/12/2016	Common Stock	3334.00		3334.00	D
Stock Option (Right to Buy)	$21.93							4/18/2008	4/18/2017	Common Stock	3334.00		3334.00	D
Stock Option (Right to Buy)	$21.93							4/18/2009	4/18/2017	Common Stock	3332.00		3332.00	D
Stock Option (Right to Buy)	$21.93							4/18/2010	4/18/2017	Common Stock	3334.00		3334.00	D

Explanation of Responses:
( 1)	The reporting person acquired 26 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 1,174. 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 1,229 shares of common stock through the U.S.B. Holding Co., Inc. Employee Stock Ownership Plan (with 401(k) Provisions).

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Stewart Lawrence 100 DUTCH HILL ROAD ORANGEBURG, NY 10962			Exec Vice President / CLO

Signatures
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).
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