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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

PALAIA VINCENT T

(Last)

(First)

(Middle)

C/O 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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP of HUVL Operating Sub

3. Date of Earliest Transaction (Month/Day/Year)
02/07/2006

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	12/19/2005⁽¹⁾		J⁽¹⁾	V	5,351⁽¹⁾	A	$0.00⁽¹⁾	58,868⁽²⁾	D
Common Stock	12/19/2005⁽¹⁾		J⁽¹⁾	V	647⁽¹⁾	A	$0.00⁽¹⁾	7,117⁽²⁾	I	by Spouse

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)
Employee Stock Options (Right-to-Buy)	$30.5	12/19/2005⁽³⁾		J⁽³⁾	V	188⁽³⁾		12/19/2005	01/01/2009	Common Stock	188⁽³⁾	$0.00⁽³⁾	2,077⁽⁴⁾	D
Employee Stock Options (Right-to-Buy)	$32	12/19/2005⁽³⁾		J⁽³⁾	V	927⁽³⁾		12/19/2005	01/01/2010	Common Stock	927⁽³⁾	$0.00⁽³⁾	10,203⁽⁴⁾	D
Employee Stock Options (Right-to-Buy)	$33.75	12/19/2005⁽³⁾		J⁽³⁾	V	848⁽³⁾		12/19/2005	01/01/2011	Common Stock	848⁽³⁾	$0.00⁽³⁾	9,338⁽⁴⁾	D
Employee Stock Options (Right-to-Buy)	$35.5	12/19/2005⁽³⁾		J⁽³⁾	V	439⁽³⁾		12/19/2005	01/01/2012	Common Stock	439⁽³⁾	$0.00⁽³⁾	4,831⁽⁴⁾	D
Employee Stock Options (Right-to-Buy)	$36.5	12/19/2005⁽³⁾		J⁽³⁾	V	399⁽³⁾		12/19/2005	01/01/2013	Common Stock	399⁽³⁾	$0.00⁽³⁾	4,392⁽⁴⁾	D
Employee Stock Options (Right-to-Buy)	$36.25	12/19/2005⁽³⁾		J⁽³⁾	V	360⁽³⁾		12/19/2005⁽⁵⁾	01/01/2014	Common Stock	360⁽³⁾	$0.00⁽³⁾	3,990⁽⁴⁾	D
Employee Stock Options (Right-to-Buy)	$36.5	12/19/2005⁽³⁾		J⁽³⁾	V	330⁽³⁾		12/19/2005⁽⁶⁾	01/01/2015	Common Stock	330⁽³⁾	$0.00⁽³⁾	3,630⁽⁴⁾	D
Employee Stock Options (Right-to-Buy)	$42	02/07/2006⁽⁷⁾		A		3,300⁽⁸⁾		01/01/2006⁽⁸⁾	01/01/2016	Common Stock	3,300⁽⁸⁾	$42	3,300⁽⁸⁾	D

Explanation of Responses:

1. Stock dividend of .10 share of common stock for each share held paid on 12/19/2005

2. (Amount reflects Stock Dividend of .10 share of common stock for each share held paid on 12/19/2005)

3. Allocation of Stock Dividend of .10 of common stock for each option held

4. (Amount reflects Stock Dividend of .10 share of common stock for each option held paid 12/19/2005)

5. options become exercisable at 20% per year over 5 years (798 options per year) on the anniversary of the grant (01/01/2004) which commenced 01/01/2004 (2,394 options are currently exercisable while the remainder will become exercisable over the next 2 years)

6. options become exercisable at 20% per year over 5 years (726 options per year) on the anniversary of the grant (01/01/2005) which commenced 01/01/2005 (1,450 options are currently exercisable while the remainder will become exercisable over the 3 years)

7. The option grant became effective 02/07/2006 the date the award was approved by the Board and the Reporting Person was advised of the grant 03/08/2006

8. options become exercisable at 20% per year over 5 years (660 options per year), the first 660 options of which were immediately exercisable, the remainder will become exercisable over the remaining 4 years on the anniversary of the grant (01/01/2006) commencing 01/01/2007

Remarks:

	//s/Stephen R. Brown (Stephen R. Brown as Attorney-in-Fact for Vincent T Palaia)	04/12/2006
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.