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EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL
OFFICER

PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002


I, Stephen R. Brown, certify that:



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| | 1.     I have reviewed
    this annual report on Form 10-K of Hudson Valley Holding
    Corp.;                                                                                                                                                                                                                                       
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| | 2.     Based on my
    knowledge, this report does not contain any untrue statement of
    a material fact or omit to state a material fact necessary to
    make the statements made, in light of the circumstances under
    which such statements were made, not misleading with respect to
    the period covered by this report;
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| | 3.     Based on my
    knowledge, the financial statements, and other financial
    information included in this report, fairly present in all
    material respects the financial condition, results of operations
    and cash flows of the registrant as of, and for, the periods
    presented in this report;                   
|
| | 4.     The
    registrants other certifying officers and I are
    responsible for establishing and maintaining disclosure controls
    and procedures (as defined in Exchange Act Rules 13a-15(e)
    and 15d-15(e)) for the registrant and have:                                                                                  



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| | a) designed such disclosure controls and
    procedures, or caused such disclosure controls and procedures to
    be designed under our supervision, to ensure that material
    information relating to the registrant, including its
    consolidated subsidiaries, is made known to us by others within
    those entities, particularly during the period in which this
    report is being prepared;         
|
| | b) evaluated the effectiveness of the
    registrants disclosure controls and procedures and
    presented in this report our conclusions about the effectiveness
    of the disclosure controls and procedures, as of the end of the
    period covered by this report based on such evaluation; and                                                                                                            
|
| | c) disclosed in this report any change in
    the registrants internal control over financial reporting
    that occurred during the registrants most recent fiscal
    quarter (the registrants fourth fiscal quarter in the case
    of an annual report) that has materially affected, or is
    reasonably likely to materially affect, the registrants
    internal control over financial reporting; and



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| | 5.     The
    registrants other certifying officers and I have
    disclosed, based on our most recent evaluation of internal
    control over financial reporting, to the registrants
    auditors and the audit committee of registrants board of
    directors (or persons performing the equivalent functions):



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| | a) all significant deficiencies and material
    weaknesses in the design or operation of internal control over
    financial reporting which are reasonably likely to adversely
    affect the registrants ability to record, process,
    summarize and report financial information; and
|
| | b) any fraud, whether or not material, that
    involves management or other employees who have a significant
    role in the registrants internal control over financial
    reporting.                                                                                                   



| |                                 
| | --------------------------------
| | /s/ STEPHEN R. BROWN            
| |                                 
| | Stephen R. Brown                
| | Senior Executive Vice President,
| | Chief Operating Officer,        
| | Chief Financial Officer         

Date: March 12, 2004