8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 8, 2008

VSB Bancorp, Inc.

(Exact Name of Registrant as specified in its charter)

New York	0-50237	11-3680128
(State or other jurisdiction	Commission File	IRS Employer Identification
of incorporation)	Number	No.

4142 Hylan Boulevard, Staten Island, New York 10308

Address of principal (Zip/Postal Code) executive offices

Registrant’s telephone number: 718-979-1100

n/a

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

ITEM 8.01 Other Events

Index of Exhibits

SIGNATURES

ITEM 8.01 Other Events

          On September 8, 2008, the Company announced today that its Board of Directors has authorized a Rule 10b5-1 stock repurchase program for the repurchase of up to 100,000 shares of the Company’s common stock. The Company currently has 1,923,884 shares of its common stock outstanding, so the repurchase represents up to 5.2% of the Company’s outstanding common stock. Purchases under the program will be made through open market transactions, negotiated block transactions or otherwise. The repurchase program will be undertaken and administered in accordance with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended. The Company has selected Janney Montgomery Scott LLC as its broker to effectuate the repurchase program. A copy of the press release announcing the stock repurchase plan is attached as Exhibit 8.01 (a).

          On September 9, 2008, the Company announced a $0.06 per share cash dividend to stockholders of record on September 19, 2008, payable on October 1, 2008. A copy of the press release announcing the dividend is attached as Exhibit 8.01 (b).

INDEX TO EXHIBITS

Exhibit No.	Description
8.01(a)	Press release announcing stock repurchase plan
8.01(b)	Press release announcing dividend

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 9, 2008

VSB Bancorp, Inc.
By:	/s/ Raffaele M. Branca
	Raffaele M. Branca
	President and CEO

2

EX-8.01A

Exhibit 8.01 (a)

VSB Bancorp, Inc.

Announces Its First Stock Repurchase Plan

Contact Name:
Ralph M. Branca
President & CEO
(718) 979-1100

          Staten Island, New York September 8, 2008. VSB Bancorp, Inc. (the “Company”) (NASDAQ Global Market: VSBN), the holding company for Victory State Bank, announced today that its Board of Directors has authorized a Rule 10b5-1 stock repurchase program for the repurchase of up to 100,000 shares of the Company’s common stock. The Company currently has 1,923,884 shares of its common stock outstanding, so the repurchase represents up to 5.2% of the Company’s outstanding common stock. Purchases under the program will be made through open market transactions, negotiated block transactions or otherwise. The repurchase program will be undertaken and administered in accordance with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended. The Company has selected Janney Montgomery Scott LLC as its broker to effectuate the repurchase program.

          Joseph J. LiBassi, Chairman of VSB Bancorp, Inc., stated, “The implementation of this stock repurchase plan demonstrates our commitment to finding ways to increase shareholder value.” Raffaele (Ralph) M. Branca, President & CEO of VSB Bancorp, Inc., stated, “In this tough economic climate where capital is a premium, we have been able to pay off our trust preferred obligation and we have now entered into this stock repurchase plan, a clear demonstration of the financial strength of our Company.”

          This release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on current expectations, estimates and projections about the Company’s and the Bank’s industry, and management’s beliefs and assumptions. Words such as anticipates, expects, intends, plans, believes, estimates and variations of such words and expressions are intended to identify forward-looking statements. Such statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to forecast. Therefore, actual results may differ materially from those expressed or forecast in such forward-looking statements. The Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information or otherwise.

EX-8.01B

Exhibit 8.01 (b)

VSB Bancorp, Inc.

VSB BANCORP, INC. ANNOUNCES CASH DIVIDEND

Contact Name:
Ralph M. Branca
President & CEO
(718) 979-1100

Staten Island, N. Y. — September 9, 2008. VSB Bancorp, Inc. (NASDAQ GM: VSBN), the holding company for Victory State Bank, announced today that its Board of Directors has declared a quarterly cash dividend of $0.06 per share payable on October 1, 2008 to stockholders of record on September 19, 2008. Joseph J. LiBassi, Chairman of the Board of Directors, stated, “This is our fourth cash dividend to date in addition to our recently announced stock repurchase plan. Our ability to continue to generate earnings in a difficult economic environment is a testament to our strategy and philosophy.”

Raffaele M. Branca, President and Chief Executive Officer, reported, “Our dividend payout ratio is 27.1% on second quarter 2008 earnings. This dividend, coupled with our plan to repurchase up to 100,000 shares of our common stock, are some of the vehicles that we are using to improve shareholder value.”

VSB Bancorp, Inc. is the one-bank holding company for Victory State Bank. Victory State Bank, a Staten Island based commercial bank, commenced operations on November 17, 1997. The Bank’s initial capitalization of $7.0 million was primarily raised in the Staten Island community. The Bancorp’s total equity had increased to $21.6 million by June 30, 2008. The Bank operates five full service locations in Staten Island, the main office at 4142 Hylan Boulevard in Great Kills and branches on Forest Avenue in West Brighton, Hyatt Street in St. George, Hylan Boulevard in Dongan Hills and Bay Street in Rosebank.

The payment of dividends is at the discretion of the Board of Directors and nothing contained herein should be interpreted as a commitment to pay future dividends.

Statements contained in this press release, which are not historical facts, are forward -looking statements, as defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to materially differ from those currently, anticipated. Those risks and uncertainties include, among other things, possible future changes in (i) the local, regional or national economy, (ii) market interest rates, (iii) customer preferences; (iv) competition or (v) federal or state laws.