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 ^* HALES THOMAS E	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
(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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/18/2007		D		246935	D	$0	0.00 ⁽¹⁾	I	KESIP
Common Stock								1630160.34	D
Common Stock								199711.02	I	By Spouse
Common Stock								262578.43	I	Foundation
Common Stock								190714.00	I	Hales Family LLC
Common Stock								330523.00 ⁽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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Optio (Right to Buy)	$24.53							12/26/2009	12/26/2016	Common Stock	92907.00		92907.00	D
Stock Option (Right to Buy)	$14.11							11/20/1998	5/20/2008	Common Stock	135282.00		135282.00	D
Stock Option (Right to Buy)	$12.02							6/23/1999	12/23/2008	Common Stock	50752.00		50752.00	D
Stock Option (Right to buy)	$24.34							9/15/2004	3/16/2009	Common Stock	4517.00		4517.00	D
Stock Option (Right to Buy)	$10.14							10/7/1999	4/7/2009	Common Stock	113409.00		113409.00	D
Stock Option (Right to buy)	$21.81							10/15/2004	4/15/2009	Common Stock	1600.00		1600.00	D
Stock Option (Right to Buy)	$24.06							9/14/2005	3/14/2010	Common Stock	4156.00		4156.00	D
Stock Option (Right to Buy)	$10.94							10/13/2000	4/13/2010	Common Stock	133228.00		133228.00	D
Stock Option (Right to Buy)	$10.41							11/10/2000	5/10/2010	Common Stock	14338.00		14338.00	D
Stock Option (Right to Buy)	$24.12							4/12/2007	4/12/2011	Common Stock	1520.00		1520.00	D
Stock Option (Right to Buy)	$24.12							4/12/2008	4/12/2011	Common Stock	1519.00		1519.00	D
Stock Option (Right to Buy)	$24.12							4/12/2009	4/12/2011	Common Stock	1520.00		1520.00	D
Stock Option (Right to Buy)	$24.12							4/18/2008	4/18/2012	Common Stock	1382.00		1382.00	D
Stock Option (Right to Buy)	$24.12							4/18/2009	4/18/2012	Common Stock	1381.00		1381.00	D
Stock Option (Right to Buy)	$24.12							4/18/2010	4/18/2012	Common Stock	1382.00		1382.00	D
Stock Option (Right to Buy)	$14.16							11/8/2002	5/8/2012	Common Stock	135950.00		135950.00	D
Stock Option (Right to Buy)	$13.72							11/24/2002	5/24/2012	Common Stock	18453.00		18453.00	D
Stock Option (Right to Buy)	$14.04							7/16/2003	1/16/2013	Common Stock	5041.00		5041.00	D
Stock Option (Right to Buy)	$14.41							10/16/2003	4/16/2013	Common Stock	142370.00		142370.00	D
Stock Option (Right to buy)	$19.83							10/15/2004	10/15/2014	Common Stock	140769.00		140769.00	D
Stock Option (Right to Buy)	$21.87							9/14/2005	3/14/2015	Common Stock	877.00		877.00	D
Stock Option (Right to Buy)	$19.29							11/3/2005	5/3/2015	Common Stock	157926.00		157926.00	D
Stock Option (Right to Buy)	$21.93							4/12/2007	4/12/2016	Common Stock	45937.00		45937.00	D
Stock Option (Right to Buy)	$21.93							4/12/2008	4/12/2016	Common Stock	45937.00		45937.00	D
Stock Option (Right to Buy)	$21.93							4/12/2009	4/12/2016	Common Stock	45937.00		45937.00	D
Stock Option (Right to Buy)	$24.53							12/26/2007	12/26/2016	Common Stock	92907.00		92907.00	D
Stock Option (Right to Buy)	$24.53							12/26/2008	12/26/2016	Common Stock	92906.00		92906.00	D
Stock Option (Right to Buy)	$21.93							4/18/2008	4/18/2017	Common Stock	46075.00		46075.00	D
Stock Option (Right to Buy)	$21.93							4/18/2009	4/18/2017	Common Stock	46075.00		46075.00	D
Stock Option (Right to Buy)	$21.93							4/18/2010	4/18/2017	Common Stock	46075.00		46075.00	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).

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HALES THOMAS E 100 DUTCH HILL ROAD ORANGEBURG, NY 10962	X	X	CEO & Chairman

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).
**	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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