SEC FORM 5

SEC Form 5

FORM 5

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

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

ABPLANALP JOHN P

(Last)

(First)

(Middle)

700 NEPPERHAN AVENUE

(Street)

YONKERS

10707

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HUDSON VALLEY HOLDING CORP [ HUVL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2004

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 at end of Issuer's Fiscal Year (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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	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	12/17/2004⁽¹⁾		J	3,889⁽¹⁾	A	$0.00	42,781⁽²⁾⁽³⁾	D
Common Stock	12/17/2004⁽¹⁾		J	191⁽¹⁾	A	$0.00	2,109⁽³⁾⁽⁴⁾	I	Trust for Son
Common Stock	12/17/2004⁽¹⁾		J	123⁽¹⁾	A	$0.00	1,360⁽³⁾⁽⁴⁾	I	Trust for Daughter
Common Stock	12/17/2004⁽¹⁾		J	5,385⁽¹⁾	A	$0.00	59,252⁽¹⁾⁽⁵⁾	I	Trust for Nieces
Common Stock	12/17/2004⁽¹⁾		J	39,222⁽¹⁾	A	$0.00	431,447⁽³⁾	I	by BMW Machinery (of which Reporting Person is a principal shareholder)
Common Stock	12/17/2004⁽¹⁾		J	69,330⁽¹⁾	A	$0.00	762,632⁽³⁾⁽⁶⁾	I	as co-executor of the Estate of Robert H. Abplanalp

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)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Stock dividend of .10 share of common stock for each share held paid on 12/17/2004

2. (Amount reflects gift of 295 shares from mother on March 29, 2004; Gift of 575 shares from Reporting Person to each of his 2 children's trusts on June 21, 2004)

3. (Amount reflects Stock Dividend of .10 share of common stock for each share held paid on 12/17/2004)

4. (Amount reflects gift of 575 shares from Reporting Person to Trust of Child on June 21, 2004)

5. (Amount reflects gift of 147 shares from grandmother to each of 2 nieces trust on March 29, 2004)

6. (Amount reflects transfer of 456,903 shares and 40,715 shares from GRAT #1 to Estate of Robert H. Abplanalp on 01/13/2004 and 02/02/2004 respectively; and 35,420 shares and 35,806 shares from GRAT #2 to Estate of Robert H. Abplanalp on 04/27/2004 and 05/19/2004 respectively)

Remarks:

	/s/ Stephen R. Brown (Stephen R. Brown as Attorney-in-Fact for John P. Abplanalp)	02/14/2005
	** 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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