8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 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) October 26, 2004
                                                 ---------------

                          Hudson Valley Holding Corp.
               --------------------------------------------------
               (Exact Name of Registrant as specified in charter)



       New York                      030525                13-3148745
- -------------------------         ------------         -------------------
(State or other jurisdic-         (Commission            (IRS Employer
 tion of incorporation)           File Number)         Identification No.)


  21 Scarsdale Road, Yonkers New York                   10707
- ----------------------------------------              ----------
(Address of principal executive offices)              (Zip Code)



Registrant's telephone number, including area code  (914) 961-6100
                                                   ----------------


 Not applicable
- --------------------------------------------------------------
(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:

[ ]      Written communications pursuant to Rule 425 under the Securities Act
         (17 CFR 230.425)

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

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

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

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On October 26, 2004, the registrant issued a press release reporting its
financial results for the nine months ended September 30, 2004 and announcing
the declaration of a cash dividend to all shareholders of record as of the close
of business November 5, 2004. A copy of the press release is attached hereto as
Exhibit 99.1 to this Current Report on Form 8-K.

This Current Report on Form 8-K contains forward-looking statements made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. These statements relate to future events or our future
financial performance. We have attempted to identify forward-looking statements
by terminology including "anticipates," "believes," "can," "continue," "could,"
"estimates," "expects," "intends," "may," "plans," "potential," "predicts,"
"should" or "will" or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors, that may cause our or the banking
industry's actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.     Description
- -----------     -----------

99.1            Press release dated October 26, 2004 issued by Hudson
                Valley Holding Corp.


                                   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, thereunto duly authorized.

                                       HUDSON VALLEY HOLDING CORP.

                                       By:  /s/ JAMES J. LANDY
                                           -------------------------------------
                                                     President and
                                                Chief Executive Officer

October 27, 2004

EX-99.1

                                                                    Exhibit 99.1


FOR IMMEDIATE RELEASE

Hudson Valley Holding Corp.                          CONTACT
21 Scarsdale Road                                    Stephen R. Brown
Yonkers, NY 10707                                    Sr. EVP, CFO & Treasurer
                                                     (914) 771-3212 (Earnings)

                                                     Wendy Croker
                                                     VP, Shareholder Relations
                                                     (914) 771-3214 (Dividend)

                           HUDSON VALLEY HOLDING CORP.
                       REPORTS RECORD NINE MONTH EARNINGS
                           AND ANNOUNCES CASH DIVIDEND

         YONKERS, NY, October 26, 2004 ... James J. Landy, President and Chief
Executive Officer, Hudson Valley Holding Corp., announced earnings for the nine
month period ended September 30, 2004. Earnings for the nine month period were
$20.2 million, compared to $18.2 million for the same period in 2003. Diluted
earnings per share were $2.99 compared to $2.72 for the same period last year.
Net earnings from operations (which excludes after-tax net gains on sales of
securities in both periods) increased by $4.8 million, or 32.2% compared to the
same period last year. Mr. Landy emphasized that this significant growth in
earnings from operations was the result of strong loan demand and continued
deposit growth. In addition, Mr. Landy announced that as of September 30, 2004,
assets totaled $1.9 billion, deposits totaled $1.3 billion, and net loans
totaled $822 million.

         Further, William E. Griffin, Chairman of the Board, noted the continued
excellent performance of the Company and announced that the Company has declared
a cash dividend of $0.44 per share payable to all shareholders of record as of
the close of business November 5, 2004. The dividend will be sent to
shareholders on or about November 17, 2004.

         Hudson Valley Holding Corp., headquartered in Yonkers, NY, is the
parent company of Hudson Valley Bank, Westchester's largest independently owned
Bank with 19 branches located in the Bronx, Manhattan and Westchester and loan
production offices in Dutchess County and Queens. The Bank specializes in
providing a full range of financial services to small businesses, professional
services firms, not-for-profit organizations and individuals; and provides
investment management services through a subsidiary, A. R. Schmeidler & Co, Inc.
The Company's stock is traded under the ticker symbol "HUVL" on the OTC Bulletin
Board. Additional information on the Bank can be obtained on our web-site at
www.hudsonvalleybank.com.

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