SEC FORM 4

SEC Form 4

FORM 4

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

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).

1. Name and Address of Reporting Person^*

LANDY JAMES J

(Last)

(First)

(Middle)

21 SCARSDALE ROAD

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2004

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 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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	02/05/2004		G⁽¹⁾	V	6,800⁽¹⁾⁽²⁾	D	$0	45,709⁽²⁾⁽³⁾	D
Common Stock	02/05/2004		M		3,968⁽⁴⁾	A	$32	45,972⁽⁵⁾	D
Common Stock								19,137⁽⁶⁾	I	by spouse & children

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)	Code	V	(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)
EmployeeStock Options (Right to Buy)	$32	12/17/2003		J⁽⁷⁾	V	360⁽⁷⁾		12/17/2003	01/01/2010	Common Stock	360⁽⁷⁾	$0	3,968⁽⁴⁾	D
Employee Stock Options (Right-to-Buy)	$32	12/17/2003		J⁽⁷⁾	V	425⁽⁷⁾		12/17/2003	01/01/2010	Common Stock	425⁽⁷⁾	$0	4,684⁽⁴⁾	D
Employee Stock Options (Right-to-Buy)	$33.75	12/17/2003		J⁽⁷⁾	V	1,089⁽⁷⁾		12/17/2003	01/01/2011	Common Stock	1,089⁽⁷⁾	$0	11,979⁽⁴⁾	D
Employee Stock Options (Right-to-Buy)	$35.5	12/17/2003		J⁽⁷⁾	V	1,100⁽⁷⁾		12/17/2003	01/01/2012	Common Stock	1,100⁽⁷⁾	$0	12,100⁽⁴⁾	D
Employee Stock Options (Right-to-Buy)	$36.5	12/17/2003		J⁽⁷⁾	V	1,000⁽⁷⁾		12/17/2003	01/01/2013	Common Stock	1,000⁽⁷⁾	$0	11,000⁽⁴⁾	D
EmployeeStock Options (Right to Buy)	$32	02/05/2004		M			3,968⁽⁴⁾	01/01/2000	01/01/2010	Common Stock	3,968⁽⁴⁾	$32	0	D

Explanation of Responses:

1. Gift by Reporting Person to spouse and three children - voluntarily reported earlier than required

2. (Amount reflects stock dividend of .10 share of common stock for each share held paid on 12/17/2003)

3. by Reporting Person includes 42,004 shares held by self; 3,705 shares held in Joint Tenant with spouse (Amounts reflect stock dividend of .10 share of common stock for each share held paid on 12/17/2003)

4. (Amount reflects allocation of stock dividend of .10 share of common stock for each option held paid on 12/17/2003)

5. by Reporting Person includes 45,972 shares held by self; 3,705 shares held in Joint Tenant with spouse (Amounts reflect stock dividend of .10 share of common stock for share held paid on 12/17/2003)

6. by spouse and children of Reporting Person resident at same address, includes 16,407 shares held by Nancy M. Landy (spouse); 910 shares held by each of Kevin J. Landy, Brendan R. Landy and Tricia M. Landy (children) (Amounts reflect stock dividend of .10 share of common stock for share held paid on 12/17/2003)

7. Allocation of stock dividend of .10 share of common stock for each option held paid on 12/17/2003

	James J. Landy	02/09/2004
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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