- Annual Statement of Changes in Beneficial Ownership (5)

FORM 5

[ ] 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

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

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* LANDY JAMES J	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
(Last) (First) (Middle) C/O 21 SCARSDALE ROAD	3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY) 12/31/2010
(Street) YONKERS, NY 10707 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	11/26/2010		G ⁽¹⁾	1800 ⁽¹⁾	D	$0.00	107464	D
Common Stock	11/26/2010		G	600 ⁽²⁾	A	$0.00	70871 ⁽³⁾	I	by spouse
Common Stock	12/10/2010		J ⁽⁴⁾	10746 ⁽⁴⁾	A	$0.00	118210 ⁽⁵⁾	D
Common Stock	12/10/2010		J ⁽⁴⁾	656 ⁽⁴⁾	A	$0.00	7217 ⁽⁵⁾ ⁽⁶⁾	D
Common Stock	12/10/2010		J ⁽⁴⁾	7086 ⁽⁴⁾	A	$0.00	77957 ⁽⁵⁾ ⁽⁷⁾	I	by spouse

*Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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 (MM/DD/YYYY)		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 at End of Issuer's Fiscal Year (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Options (Right-to-Buy)	$36.50	12/10/2010		J ⁽⁸⁾	322 ⁽⁸⁾		12/10/2010 ⁽⁸⁾	1/1/2015	Common Stock	322 ⁽⁸⁾	$0.00	3542 ⁽⁹⁾	D
Employee Stock Options (Right-to-Buy)	$42.00	12/10/2010		J ⁽⁸⁾	292 ⁽⁸⁾		12/10/2010 ⁽⁸⁾	2/7/2016	Common Stock	292 ⁽⁸⁾	$0.00	3220 ⁽⁹⁾	D
Employee Stock Options (Right-to-Buy)	$42.00	12/10/2010		J ⁽⁸⁾	292 ⁽⁸⁾		12/10/2010 ⁽⁸⁾	2/7/2016	Common Stock	292 ⁽⁸⁾	$0.00	3220 ⁽⁹⁾	D
Employee Stock Options (Right-to-Buy)	$42.00	12/10/2010		J ⁽⁸⁾	292 ⁽⁸⁾		12/10/2010 ⁽⁸⁾	2/7/2016	Common Stock	292 ⁽⁸⁾	$0.00	3220 ⁽⁹⁾	D
Employee Stock Options (Right-to-Buy)	$42.00	12/10/2010		J ⁽⁸⁾	292 ⁽⁸⁾		12/10/2010 ⁽⁸⁾	2/7/2016	Common Stock	292 ⁽⁸⁾	$0.00	3220 ⁽⁹⁾	D
Employee Stock Options (Right-to-Buy)	$42.00	12/10/2010		J ⁽⁸⁾	292 ⁽⁸⁾		12/10/2010 ⁽⁸⁾	2/7/2016	Common Stock	292 ⁽⁸⁾	$0.00	3220 ⁽⁹⁾	D
Employee Stock Options (Right-to-Buy)	$56.75	12/10/2010		J ⁽⁸⁾	186 ⁽⁸⁾		12/10/2010 ⁽⁸⁾	12/6/2012	Common Stock	186 ⁽⁸⁾	$0.00	2049 ⁽⁹⁾	D
Employee Stock Options (Right-to-Buy)	$56.75	12/10/2010		J ⁽⁸⁾	186 ⁽⁸⁾		12/10/2010 ⁽⁸⁾	12/6/2012	Common Stock	186 ⁽⁸⁾	$0.00	2049 ⁽⁹⁾	D
Employee Stock Options (Right-to-Buy)	$56.75	12/10/2010		J ⁽⁸⁾	186 ⁽⁸⁾		12/10/2010 ⁽⁸⁾	12/6/2012	Common Stock	186 ⁽⁸⁾	$0.00	2049 ⁽⁹⁾	D
Employee Stock Options (Right-to-Buy)	$56.75	12/10/2010		J ⁽⁸⁾	186 ⁽⁸⁾		12/10/2010 ⁽⁸⁾	12/6/2012	Common Stock	186 ⁽⁸⁾	$0.00	2049 ⁽⁹⁾	D
Employee Stock Options (Right-to-Buy)	$56.75	12/10/2010		J ⁽⁸⁾	186 ⁽⁸⁾		12/6/2011	12/6/2012	Common Stock	186 ⁽⁸⁾	$0.00	2049 ⁽⁹⁾	D

Explanation of Responses:
( 1)	Gift of stock to family 600 shares to each of 2 adult children and 600 shares to spouse of Reporting Person as custodian of minor child. The Reporting Person no longer has a reportable beneficial interest in 4,262 shares owned by adult son and included in the Reporting Person's prior ownership report because such adult son no longer resides at the same address as Reporting Person.
( 2)	Gift of stock from Reporting Person to spouse of Reporting Person as custodian of minor child.
( 3)	Includes 66,009 shares held by spouse of Reporting Person; 4,862 shares held by spouse of Reporting Person as custodian for minor child
( 4)	Stock dividend of .10 share of common stock for each share held paid on 12/10/2010
( 5)	Amount reflects stock dividend of .10 share of common stock for each share held that was paid on 12/10/2010
( 6)	Held jointly with spouse
( 7)	Includes 72,609 shares held by spouse of Reporting Person; 5,348 shares held by spouse of Reporting Person as custodian for minor child
( 8)	Allocation of stock dividend of .10 of common stock for each option held that was paid on 12/10/2010
( 9)	Amount reflects stock dividend of .10 share of common stock for each option held that was paid on 12/10/2010

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LANDY JAMES J C/O 21 SCARSDALE ROAD YONKERS, NY 10707	X		President & CEO

Signatures
/s/ Stephen R. Brown (Stephen R. Brown as Attorney-in-Fact for James J. Landy)		2/8/2011
^** 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 control number.

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