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^*

HOLCOMBE GREGORY F

(Last)

(First)

(Middle)

700 NEPPERHAN AVENUE

(Street)

YONKERS

10702

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	12/17/2003		J⁽¹⁾	955⁽¹⁾	A	$0	10,508⁽²⁾	D
Common Stock	12/17/2003		J⁽¹⁾	70⁽¹⁾	A	$0	777⁽²⁾	I	Gregory F. Holcombe Irr. Insurance Trust
Common Stock	12/17/2003		J⁽¹⁾	3,958⁽¹⁾	A	$0	43,545⁽²⁾	I	Marie Abplanalp-Holcombe
Common Stock	12/17/2003		J⁽¹⁾	4,870⁽¹⁾	A	$0	53,573⁽²⁾	I	Trusts for Children
Common Stock	12/17/2003		J⁽¹⁾	4,870⁽¹⁾	A	$0	53,574⁽²⁾	I	Trusts for Niece and Nephew
Common Stock	12/17/2003		J⁽¹⁾	35,656⁽¹⁾	A	$0	392,225⁽²⁾	I	by BMW Machinery (of which Reporting Person is a principal shareholder)
Common Stock	07/22/2003		J	6,786⁽³⁾	D	$0	452,380⁽³⁾	I	by self as Trustee for GRAT #1
Common Stock	12/17/2003		J⁽¹⁾	45,238⁽¹⁾	A	$0	497,618⁽²⁾	I	by self as Trustee for GRAT #1
Common Stock	12/17/2003		J⁽¹⁾	7,834⁽¹⁾	A	$0	86,183⁽²⁾	I	by self as Trustee for GRAT #2
Common Stock	12/17/2003		J⁽¹⁾	11,314⁽¹⁾	A	$0	124,458⁽⁴⁾	I	as co-executor of Estate of Robert H. Abplanalp
Common Stock	12/17/2003		J⁽¹⁾	90⁽¹⁾	A	$0	1,000⁽²⁾	I	Trusts for Daughters u/d/a 1/28/02
Common Stock	12/31/2003		G⁽⁵⁾	810⁽⁵⁾	D	$0	9,698⁽²⁾⁽⁵⁾	D
Common Stock	12/31/2003		G⁽⁵⁾	810⁽⁵⁾	A	$0	11,810⁽²⁾⁽⁵⁾	I	Trusts for Daughters u/d/a 1/28/02

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)
Employee Stock Options (Right-to-Buy)	$35.5	12/17/2003		J⁽⁶⁾	594⁽⁶⁾⁽⁶⁾		12/17/2003	01/01/2012	Common Stock	594⁽⁶⁾	$0	6,534⁽⁷⁾	D
Employee Stock Options (Right-to-Buy)	$36.5	12/17/2003		J	600⁽⁶⁾⁽⁶⁾		12/17/2003	01/01/2013	Common Stock	600⁽⁶⁾	$0	6,600⁽⁷⁾	D

1. Name and Address of Reporting Person^*

HOLCOMBE GREGORY F

(Last)

(First)

(Middle)

700 NEPPERHAN AVENUE

(Street)

YONKERS

10702

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

HOLCOMBE MARIE A

(Last)

(First)

(Middle)

700 NEPPERHAN AVENUE

(Street)

YONKERS

10702

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Stock dividend of .10 share of common stock for each share held paid on 12/17/2003

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

3. (Amount reflects transfer of 3,405 shares from Grat #1 to Robert H. Abplanalp on 07/22/2003; 3,381 shares from GRAT #1 to Estate of Robert H. Abplanalp on 11/24/2003)

4. (Amount reflects transfer of 109,763 shares from Robert H. Abplanalp to Estate of Robert H. Abplanalp on 11/14/2003 and 3,381 shares from GRAT #1 to Estate of Robert H. Abplanalp on 11/24/2003 as well as stock dividend of .10 share of common stock for each share held paid 12/17/2003)

5. Gift of 405 (Total 810) shares by Gregory F. Holcombe to each of his two daughters' Trusts u/a/d 1-28-02

6. Allocation of stock dividend of .10 share of common stock for each option held

7. (Amount reflects stock dividend of .10 share of common stock for each option held)

	/s/ Stephen R. Brown (Stephen R. Brown as Attorney-in-Fact for Gregory F. and Marie A. Holcombe)	02/17/2004
	** 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).
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