Issuer Delisting; Notice of Application To Withdraw From Listing and Registration (U.S.B. Holding Co., Inc., Common Stock, Par Value $.01 per Share)

U.S.B. Holding Co., Inc. (“Company”), has filed an application with the Securities and Exchange Commission (“Commission”), pursuant to Section 12(d) of the Securities Exchange Act of 1934 (“Act”) and Rule 12d2-2(d) thereunder, to withdraw the security specified above (“Security”) from listing and registration on the American Stock Exchange LLC (“Amex”).

The Security has been listed and registered on the Amex. On December 16, 1999, the Company's Registration Statement on Form 8-A, filed with the Commission on December 8, 1999, became effective and the Security became listed and registered on the New York Stock Exchange, Inc. (“NYSE”). Trading in the Company's Security commenced on the NYSE, and was simultaneously suspended on the Amex, at the opening of business on December 28, 2000.

The Company has stated that it has complied with the rules of the Amex governing the withdrawal of its Security and that the Amex in turn has indicated that it will not oppose such withdrawal. The Company hopes that, by listing and registering its Security on the NYSE, it will benefit from the NYSE's deep and liquid market, and that the Company will gain better exposure to the marketplace than it has had through the Amex. The Company does not see any merit in having its Security listed on two exchanges simultaneously.

The Company's application relates solely to the withdrawal of the Security from listing and registration on the Amex and shall have no effect upon the Security's continued listing and registration on the NYSE. By reason of Section 12(b) of the Act and the rules and regulations of the Commission thereunder, the Company shall continue to be obligated to file reports with the Commission under Section 13 of the Act.

Any interested person may, on or before April 11, 2000, submit by letter to the Secretary of the Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549-0609, facts bearing upon whether the application has been made in accordance with the rules of the Amex and what terms, if any, should be imposed by the Commission for the protection of investors. The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.