As filed with the Securities and Exchange Commission on July 7, 1998
                           Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                           HUDSON RIVER BANCORP, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                   14-1803212
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
 incorporation or organization)

One Hudson City Centre, Hudson, New York                           12534
(Address of principal executive offices)                        (Zip Code)

                       THE HUDSON CITY SAVINGS INSTITUTION
                               401(k) SAVINGS PLAN
                            (Full title of the plan)

                            Robert L. Freedman, P.C.
                                Beth A. Freedman
                         Silver, Freedman & Taff, L.L.P.
      (a limited liability partnership including professional corporations)
                            1100 New York Ave., N.W.
                             Washington, D.C. 20005
                     (Name and address of agent for service)
                                 (202) 414-6100
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE



                                        Proposed     Proposed
                                        maximum      maximum  
                                        offering     aggregate     Amount of
 Title of securities  Amount to be      price        offering      registration
 to be registered     registered        per share    price         fee

Common Stock,         261,200 shares(1) $12.53(2)    $3,272,836(2) $966(2)
$.01 par value

Interests in Plan(3)  N/A(3)            N/A          N/A           N/A(3)

(1)  Estimated maximum aggregate number of shares of Hudson River Bancorp,  Inc.
     (the  "Company")  common  stock  purchasable  with  employee  and  employer
     contributions under the Plan during the next 36 months.

(2)  Estimated  in  accordance  with Rule  457(h),  solely  for the  purpose  of
     calculating the registration fee at $12.53 per share, which was the average
     of the closing bid and ask prices of the  Company  common  stock on July 1,
     1998.  

(3)  Pursuant to Rule 416(c) under the Securities Act of 1933, as amended,  this
     Registration  Statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described  herein.
     In accordance  with Rule 457(h)(2) no separate fee  calculation is made for
     plan interests.


<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


     The document(s)  containing the information specified in Part I of Form S-8
will be sent or given to  participants  in The Hudson City  Savings  Institution
401(k) Savings Plan (the "Plan") as specified by Rule  428(b)(1)  promulgated by
the Securities and Exchange  Commission (the "Commission")  under the Securities
Act of 1933, as amended (the "Securities Act").

     Such  document(s) are not being filed with the  Commission,  but constitute
(along  with the  documents  incorporated  by  reference  into the  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

                                       I1

<PAGE>



                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS


Item 3.        Incorporation of Certain Documents by Reference.

     The following  documents  previously or concurrently  filed by Hudson River
Bancorp,  Inc. (the  "Company")  with the Commission are hereby  incorporated by
reference  into this  Registration  Statement  and the  prospectus to which this
Registration Statement relates (the "Prospectus"),  which Prospectus has been or
will be delivered to the  participants in the Plan covered by this  Registration
Statement:

(a)  The prospectus  contained in the Company's  Registration  Statement on Form
     S-1 filed on March 9, 1998  (Registration  No.  333-47605),  as  amended by
     Pre-Effective Amendment No. 1 to Form S-1 filed on May 1, 1998;

(b)  all reports filed by the Company  pursuant to Section 13(a) or 15(d) of the
     Exchange Act through the date hereof; and

(c)  the  description  of the common  stock,  par value  $.01 per share,  of the
     Company contained in the Company's Registration Statement on Form 8-A (File
     No.  000-24187) filed with the Commission on May 4, 1998 and all amendments
     or reports filed for the purpose of updating such description.

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections 13(a),  13(c),  14, or 15(d) of the Exchange Act, after the
date  hereof,  and  prior to the  filing  of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold,  shall be deemed incorporated by reference
into this Registration  Statement and the Prospectus and to be a part hereof and
thereof from the date of the filing of such documents.  Any statement  contained
in the documents incorporated, or deemed to be incorporated, by reference herein
or therein  shall be deemed to be modified or  superseded  for  purposes of this
Registration  Statement  and  the  Prospectus  to the  extent  that a  statement
contained  herein or therein or in any other  subsequently  filed document which
also is,  or is deemed  to be,  incorporated  by  reference  herein  or  therein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement and the Prospectus.

     The  Company  shall  furnish  without  charge  to each  person  to whom the
Prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the information that is incorporated). Requests should be directed to Timothy
Blow, Chief Financial Officer,  One Hudson City Centre,  Hudson, New York 12534,
telephone number (518) 828-4600.


                                       II1

<PAGE>



     All information appearing in this Registration Statement and the Prospectus
is qualified in its entirety by the detailed  information,  including  financial
statements,  appearing  in the  documents  incorporated  herein  or  therein  by
reference.

Item 4.        Description of Securities.

         Not Applicable.

Item 5.        Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.        Indemnification of Directors and Officers.

     Article ELEVENTH of the Company's Certificate of Incorporation provides for
indemnification  of directors and officers of the Registrant against any and all
liabilities,  judgments,  fines and reasonable settlements,  costs, expenses and
attorneys'  fees  incurred in any actual,  threatened  or potential  proceeding,
except to the extent that such  indemnification  is limited by Delaware  law and
such law cannot be varied by contract or bylaw.  Article  ELEVENTH also provides
for the authority to purchase insurance with respect thereto.

     Section  145 of the  General  Corporation  Law of  the  State  of  Delaware
authorizes a  corporation's  board of directors to grant indemnity under certain
circumstances  to directors and  officers,  when made, or threatened to be made,
parties to certain  proceedings  by reason of such status with the  corporation,
against judgments,  fines, settlements and expenses,  including attorneys' fees.
In addition, under certain circumstances such persons may be indemnified against
expenses  actually and  reasonably  incurred in defense of a proceeding by or on
behalf  of  the  corporation.   Similarly,   the   corporation,   under  certain
circumstances,  is  authorized  to  indemnify  directors  and  officers of other
corporations  or  enterprises  who are  serving  as such at the  request  of the
corporation,  when such persons are made, or  threatened to be made,  parties to
certain  proceedings  by  reason  of  such  status,  against  judgments,  fines,
settlements  and  expenses,   including   attorneys'  fees;  and  under  certain
circumstances,  such persons may be indemnified  against  expenses  actually and
reasonably incurred in connection with the defense or settlement of a proceeding
by or in the right of such other corporation or enterprise.  Indemnification  is
permitted  where such person (i) was acting in good faith,  (ii) was acting in a
manner he reasonably  believed to be in or not opposed to the best  interests of
the corporation or other corporation or enterprise,  as appropriate,  (iii) with
respect to a criminal proceeding, had no reasonable cause to believe his conduct
was unlawful, and (iv) was not adjudged to be liable to the corporation or other
corporation  or enterprise  (unless the court where the  proceeding  was brought
determines that such person is fairly and reasonably entitled to indemnity).

     Unless  ordered by a court,  indemnification  may be made only  following a
determination that such  indemnification is permissible because the person being
indemnified has met the requisite standard of conduct. Such determination may be
made (i) by the corporation's  board of directors by a majority vote of a quorum
consisting of directors not at the time parties to such proceeding;

                                       II2

<PAGE>



or (ii) if such a quorum  cannot be obtained  or the quorum so directs,  then by
independent legal counsel in a written opinion; or (iii) by the stockholders.

     Section 145 also permits  expenses  incurred by  directors  and officers in
defending a  proceeding  to be paid by the  corporation  in advance of the final
disposition  of such  proceedings  upon the  receipt  of an  undertaking  by the
director or officer to repay such amount if it is ultimately  determined that he
is not entitled to be indemnified by the corporation against such expenses.

     Under a directors' and officers' liability insurance policy,  directors and
officers of the Company are insured against certain liabilities.

Item 7.        Exemption from Registration Claimed.

         Not Applicable.

Item 8.        Exhibits.


                                                              Reference to Prior
Regulation S-K                                                 Filing or Exhibit
Exhibit                                                             Number
Number         Document                                         Attached Hereto

4    Instruments defining the rights of security holders, 
     including debentures:

     Certificate of Incorporation of Hudson River Bancorp, Inc.        *

     Bylaws of Hudson River Bancorp, Inc.                              **

5    Opinion of Silver, Freedman & Taff, L.L.P.                        5

23   Consents of Experts and Counsel:

     Consent of Silver, Freedman & Taff, L.L.P.                  Contained in 
                                                                   Exhibit 5

     Consent of KPMG Peat Marwick LLP                                23.2

24   Power of Attorney                                           Contained on 
                                                                Signature Page

*   Incorporated   hereby  by  reference   to  Exhibit  3.1  of  the   Company's
    Registration Statement on Form S-1 (Registration No. 333-47605).

**  Incorporated   hereby  by  reference   to  Exhibit  3.2  of  the   Company's
    Registration Statement on Form S-1 (Registration No. 333-47605).


                                       II3

<PAGE>



     The Registrant  hereby  undertakes that it will submit or has submitted the
Plan and any amendment  thereto to the Internal Revenue Service (the "IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan under  Section 401 of the Internal  Revenue Code of 1986, as
amended.

Item 9.        Undertakings.

(a)  The undersigned Registrant hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement to include any
          material  information  with  respect to the plan of  distribution  not
          previously  disclosed  in the  registration  statement or any material
          change to such information in the registration statement.

     (2)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act of 1933,  each such  post-effective  amendment shall be
          deemed to be a new registration  statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
     determining  any liability under the Securities Act of 1933, each filing of
     the  Registrant's  annual report pursuant to Section 13(a) or Section 15(d)
     of the Securities Exchange Act of 1934 that is incorporated by reference in
     the  registration  statement  shall  be  deemed  to be a  new  registration
     statement relating to the securities  offered therein,  and the offering of
     such  securities  at that time shall be deemed to be the initial  bona fide
     offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers and controlling persons of
     the  Registrant  pursuant to the foregoing  provisions,  or otherwise,  the
     Registrant  has been  advised  that in the  opinion of the  Securities  and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed in the Act and is, therefore,  unenforceable. In the event that a
     claim for indemnification  against such liabilities (other than the payment
     by the  Registrant of expenses  incurred or paid by a director,  officer or
     controlling  person of the  Registrant  of  expenses  incurred or paid by a
     director,  officer or controlling  person in the successful  defense of any
     action,  suit or  proceeding)  is  asserted  by such  director,  officer or
     controlling person in connection with the securities being registered,  the
     Registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as  expressed  in the Act and will be  governed by the final
     adjudication of such issue.

                                       II4

<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for filing on Form S-8 and the  Registrant  has duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized in the City of Hudson, State of New York on July 6, 1998.

                                    HUDSON RIVER BANCORP, INC.



                                    By: /s/ Carl A. Florio
                                        Carl A. Florio, 
                                        President and Chief Executive
                                        Officer (Duly Authorized Representative)

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below   constitutes   and  appoints   Carl  A.  Florio,   his  true  and  lawful
attorney-in-fact and agent, with full power of substitution and re-substitution,
for him in his name, place and stead, in any and all capacities, to sign any and
all  amendments  (including  post-effective  amendments)  to  this  Registration
Statement,  and to file the  same,  with all  exhibits  thereto,  and all  other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing  requisite  and  necessary  to be done,  as
fully to all  intents  and  purposes  as he might or could do in person,  hereby
ratifying and confirming  said  attorney-in-fact  and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

/s/ Earl Schram, Jr.
Earl Schram, Jr., Chairman of the Board
Date:     July 6, 1998

/s/ Carl A. Florio
Carl A. Florio, President, Chief Executive
Officer and Director (Principal Executive and
Operating Officer)
Date:     July 6, 1998

/s/Stanley Bardwell
Stanley Bardwell, Director
Date:     July 6, 1998

/s/William E. Collins
William E. Collins, Director
Date:     July 6, 1998

/s/John E. Kelly
John E. Kelly, Director
Date:     July 6, 1998



                                       II5

<PAGE>



/s/Timothy Blow
Timothy Blow, Chief Financial Officer
(Principal Financial and Accounting Officer)
Date:     July 6, 1998


/s/Joseph W. Phelan
Joseph W. Phelan, Director
Date:     July 6, 1998


/s/William H. Jones
William H. Jones, Director
Date:     July 6, 1998

/s/Marilyn A. Herrington
Marilyn A. Herrington, Director
Date:     July 6, 1998



/s/Marcia M. Race
Marcia M. Race, Director
Date:     July 6, 1998


                                       II6
<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities Act of 1933, the trustees
(or other  persons who  administer  the employee  benefit plan) have duly caused
this  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereunto duly authorized,  in the City of Hudson, State of New York, on July 6,
1998.

                                      The Hudson City Savings Institution
                                      401(k) Savings Plan


 /s/ Carl A. Florio
Member, Administrative Committee
Date:        July 6, 1998




                                       II7

<PAGE>






                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549










                                    EXHIBITS


                                       TO


                       REGISTRATION STATEMENT ON FORM S-8



                                      UNDER


                           THE SECURITIES ACT OF 1933










                           HUDSON RIVER BANCORP, INC.








<PAGE>



                                  EXHIBIT INDEX



                                                             Reference to Prior
Regulation S-K                                                Filing or Exhibit
Exhibit                                                             Number
Number              Document                                   Attached Hereto

4    Instruments defining the rights of security holders,
     including debentures:

     Certificate of Incorporation of Hudson River Bancorp, Inc.           *

     Bylaws of Hudson River Bancorp, Inc.                                 **

5    Opinion of Silver, Freedman & Taff, L.L.P.                           5

23   Consents of Experts and Counsel:

     Consent of Silver, Freedman & Taff, L.L.P.                       Contained
                                                                         in 
                                                                      Exhibit 5

     Consent of KPMG Peat Marwick                                        23.2

24   Power of Attorney                                                Contained
                                                                         on 
                                                                      Signature 
                                                                        Page

*    Incorporated   hereby  by  reference  to  Exhibit  3.1  of  the   Company's
     Registration Statement on Form S-1 (Registration No. 333-47605).

**   Incorporated   hereby  by  reference  to  Exhibit  3.2  of  the   Company's
     Registration Statement on Form S-1 (Registration No. 333-47605).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21470}]
{"company-data": {"conformed-name": "HUDSON RIVER BANCORP INC", "cik": "0001057007", "assigned-sic": "6036", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58615", "film-number": "98661317"}, "business-address": {"street1": "ONE HUDSON CITY CENTRE", "city": "HUDSON", "state": "NY", "zip": "12534", "phone": "5188284600"}, "mail-address": {"street1": "ONE HUDSON CITY CENTRE", "city": "HUDSON", "state": "NY", "zip": "12534"}}
As filed with the Securities and Exchange Commission on July 7, 1998
                           Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           HUDSON RIVER BANCORP, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                   14-1803212
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
 incorporation or organization)

One Hudson City Centre, Hudson, New York                           12534
(Address of principal executive offices)                        (Zip Code)

                       THE HUDSON CITY SAVINGS INSTITUTION
                               401(k) SAVINGS PLAN
                            (Full title of the plan)

                            Robert L. Freedman, P.C.
                                Beth A. Freedman
                         Silver, Freedman & Taff, L.L.P.
      (a limited liability partnership including professional corporations)
                            1100 New York Ave., N.W.
                             Washington, D.C. 20005
                     (Name and address of agent for service)
                                 (202) 414-6100
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

                                        Proposed     Proposed
                                        maximum      maximum  
                                        offering     aggregate     Amount of
 Title of securities  Amount to be      price        offering      registration
 to be registered     registered        per share    price         fee

Common Stock,         261,200 shares(1) $12.53(2)    $3,272,836(2) $966(2)
$.01 par value

Interests in Plan(3)  N/A(3)            N/A          N/A           N/A(3)

(1)  Estimated maximum aggregate number of shares of Hudson River Bancorp,  Inc.
     (the  "Company")  common  stock  purchasable  with  employee  and  employer
     contributions under the Plan during the next 36 months.

(2)  Estimated  in  accordance  with Rule  457(h),  solely  for the  purpose  of
     calculating the registration fee at $12.53 per share, which was the average
     of the closing bid and ask prices of the  Company  common  stock on July 1,
     1998.  

(3)  Pursuant to Rule 416(c) under the Securities Act of 1933, as amended,  this
     Registration  Statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described  herein.
     In accordance  with Rule 457(h)(2) no separate fee  calculation is made for
     plan interests.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The document(s)  containing the information specified in Part I of Form S-8
will be sent or given to  participants  in The Hudson City  Savings  Institution
401(k) Savings Plan (the "Plan") as specified by Rule  428(b)(1)  promulgated by
the Securities and Exchange  Commission (the "Commission")  under the Securities
Act of 1933, as amended (the "Securities Act").

     Such  document(s) are not being filed with the  Commission,  but constitute
(along  with the  documents  incorporated  by  reference  into the  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

                                       I1
PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.        Incorporation of Certain Documents by Reference.

     The following  documents  previously or concurrently  filed by Hudson River
Bancorp,  Inc. (the  "Company")  with the Commission are hereby  incorporated by
reference  into this  Registration  Statement  and the  prospectus to which this
Registration Statement relates (the "Prospectus"),  which Prospectus has been or
will be delivered to the  participants in the Plan covered by this  Registration
Statement:

(a)  The prospectus  contained in the Company's  Registration  Statement on Form
     S-1 filed on March 9, 1998  (Registration  No.  333-47605),  as  amended by
     Pre-Effective Amendment No. 1 to Form S-1 filed on May 1, 1998;

(b)  all reports filed by the Company  pursuant to Section 13(a) or 15(d) of the
     Exchange Act through the date hereof; and

(c)  the  description  of the common  stock,  par value  $.01 per share,  of the
     Company contained in the Company's Registration Statement on Form 8-A (File
     No.  000-24187) filed with the Commission on May 4, 1998 and all amendments
     or reports filed for the purpose of updating such description.

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections 13(a),  13(c),  14, or 15(d) of the Exchange Act, after the
date  hereof,  and  prior to the  filing  of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold,  shall be deemed incorporated by reference
into this Registration  Statement and the Prospectus and to be a part hereof and
thereof from the date of the filing of such documents.  Any statement  contained
in the documents incorporated, or deemed to be incorporated, by reference herein
or therein  shall be deemed to be modified or  superseded  for  purposes of this
Registration  Statement  and  the  Prospectus  to the  extent  that a  statement
contained  herein or therein or in any other  subsequently  filed document which
also is,  or is deemed  to be,  incorporated  by  reference  herein  or  therein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement and the Prospectus.

     The  Company  shall  furnish  without  charge  to each  person  to whom the
Prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the information that is incorporated). Requests should be directed to Timothy
Blow, Chief Financial Officer,  One Hudson City Centre,  Hudson, New York 12534,
telephone number (518) 828-4600.

                                       II1
All information appearing in this Registration Statement and the Prospectus
is qualified in its entirety by the detailed  information,  including  financial
statements,  appearing  in the  documents  incorporated  herein  or  therein  by
reference.

Item 4.        Description of Securities.

         Not Applicable.

Item 5.        Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.        Indemnification of Directors and Officers.

     Article ELEVENTH of the Company's Certificate of Incorporation provides for
indemnification  of directors and officers of the Registrant against any and all
liabilities,  judgments,  fines and reasonable settlements,  costs, expenses and
attorneys'  fees  incurred in any actual,  threatened  or potential  proceeding,
except to the extent that such  indemnification  is limited by Delaware  law and
such law cannot be varied by contract or bylaw.  Article  ELEVENTH also provides
for the authority to purchase insurance with respect thereto.

     Section  145 of the  General  Corporation  Law of  the  State  of  Delaware
authorizes a  corporation's  board of directors to grant indemnity under certain
circumstances  to directors and  officers,  when made, or threatened to be made,
parties to certain  proceedings  by reason of such status with the  corporation,
against judgments,  fines, settlements and expenses,  including attorneys' fees.
In addition, under certain circumstances such persons may be indemnified against
expenses  actually and  reasonably  incurred in defense of a proceeding by or on
behalf  of  the  corporation.   Similarly,   the   corporation,   under  certain
circumstances,  is  authorized  to  indemnify  directors  and  officers of other
corporations  or  enterprises  who are  serving  as such at the  request  of the
corporation,  when such persons are made, or  threatened to be made,  parties to
certain  proceedings  by  reason  of  such  status,  against  judgments,  fines,
settlements  and  expenses,   including   attorneys'  fees;  and  under  certain
circumstances,  such persons may be indemnified  against  expenses  actually and
reasonably incurred in connection with the defense or settlement of a proceeding
by or in the right of such other corporation or enterprise.  Indemnification  is
permitted  where such person (i) was acting in good faith,  (ii) was acting in a
manner he reasonably  believed to be in or not opposed to the best  interests of
the corporation or other corporation or enterprise,  as appropriate,  (iii) with
respect to a criminal proceeding, had no reasonable cause to believe his conduct
was unlawful, and (iv) was not adjudged to be liable to the corporation or other
corporation  or enterprise  (unless the court where the  proceeding  was brought
determines that such person is fairly and reasonably entitled to indemnity).

     Unless  ordered by a court,  indemnification  may be made only  following a
determination that such  indemnification is permissible because the person being
indemnified has met the requisite standard of conduct. Such determination may be
made (i) by the corporation's  board of directors by a majority vote of a quorum
consisting of directors not at the time parties to such proceeding;

                                       II2
or (ii) if such a quorum  cannot be obtained  or the quorum so directs,  then by
independent legal counsel in a written opinion; or (iii) by the stockholders.

     Section 145 also permits  expenses  incurred by  directors  and officers in
defending a  proceeding  to be paid by the  corporation  in advance of the final
disposition  of such  proceedings  upon the  receipt  of an  undertaking  by the
director or officer to repay such amount if it is ultimately  determined that he
is not entitled to be indemnified by the corporation against such expenses.

     Under a directors' and officers' liability insurance policy,  directors and
officers of the Company are insured against certain liabilities.

Item 7.        Exemption from Registration Claimed.

         Not Applicable.

Item 8.        Exhibits.

                                                              Reference to Prior
Regulation S-K                                                 Filing or Exhibit
Exhibit                                                             Number
Number         Document                                         Attached Hereto

4    Instruments defining the rights of security holders, 
     including debentures:

     Certificate of Incorporation of Hudson River Bancorp, Inc.        *

     Bylaws of Hudson River Bancorp, Inc.                              **

5    Opinion of Silver, Freedman & Taff, L.L.P.                        5

23   Consents of Experts and Counsel:

     Consent of Silver, Freedman & Taff, L.L.P.                  Contained in 
                                                                   Exhibit 5

     Consent of KPMG Peat Marwick LLP                                23.2

24   Power of Attorney                                           Contained on 
                                                                Signature Page

*   Incorporated   hereby  by  reference   to  Exhibit  3.1  of  the   Company's
    Registration Statement on Form S-1 (Registration No. 333-47605).

**  Incorporated   hereby  by  reference   to  Exhibit  3.2  of  the   Company's
    Registration Statement on Form S-1 (Registration No. 333-47605).

                                       II3
The Registrant  hereby  undertakes that it will submit or has submitted the
Plan and any amendment  thereto to the Internal Revenue Service (the "IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan under  Section 401 of the Internal  Revenue Code of 1986, as
amended.

Item 9.        Undertakings.

(a)  The undersigned Registrant hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement to include any
          material  information  with  respect to the plan of  distribution  not
          previously  disclosed  in the  registration  statement or any material
          change to such information in the registration statement.

     (2)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act of 1933,  each such  post-effective  amendment shall be
          deemed to be a new registration  statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
     determining  any liability under the Securities Act of 1933, each filing of
     the  Registrant's  annual report pursuant to Section 13(a) or Section 15(d)
     of the Securities Exchange Act of 1934 that is incorporated by reference in
     the  registration  statement  shall  be  deemed  to be a  new  registration
     statement relating to the securities  offered therein,  and the offering of
     such  securities  at that time shall be deemed to be the initial  bona fide
     offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers and controlling persons of
     the  Registrant  pursuant to the foregoing  provisions,  or otherwise,  the
     Registrant  has been  advised  that in the  opinion of the  Securities  and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed in the Act and is, therefore,  unenforceable. In the event that a
     claim for indemnification  against such liabilities (other than the payment
     by the  Registrant of expenses  incurred or paid by a director,  officer or
     controlling  person of the  Registrant  of  expenses  incurred or paid by a
     director,  officer or controlling  person in the successful  defense of any
     action,  suit or  proceeding)  is  asserted  by such  director,  officer or
     controlling person in connection with the securities being registered,  the
     Registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as  expressed  in the Act and will be  governed by the final
     adjudication of such issue.

                                       II4
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for filing on Form S-8 and the  Registrant  has duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized in the City of Hudson, State of New York on July 6, 1998.

                                    HUDSON RIVER BANCORP, INC.

                                    By: /s/ Carl A. Florio
                                        Carl A. Florio, 
                                        President and Chief Executive
                                        Officer (Duly Authorized Representative)

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below   constitutes   and  appoints   Carl  A.  Florio,   his  true  and  lawful
attorney-in-fact and agent, with full power of substitution and re-substitution,
for him in his name, place and stead, in any and all capacities, to sign any and
all  amendments  (including  post-effective  amendments)  to  this  Registration
Statement,  and to file the  same,  with all  exhibits  thereto,  and all  other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing  requisite  and  necessary  to be done,  as
fully to all  intents  and  purposes  as he might or could do in person,  hereby
ratifying and confirming  said  attorney-in-fact  and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

/s/ Earl Schram, Jr.
Earl Schram, Jr., Chairman of the Board
Date:     July 6, 1998

/s/ Carl A. Florio
Carl A. Florio, President, Chief Executive
Officer and Director (Principal Executive and
Operating Officer)
Date:     July 6, 1998

/s/Stanley Bardwell
Stanley Bardwell, Director
Date:     July 6, 1998

/s/William E. Collins
William E. Collins, Director
Date:     July 6, 1998

/s/John E. Kelly
John E. Kelly, Director
Date:     July 6, 1998

                                       II5
/s/Timothy Blow
Timothy Blow, Chief Financial Officer
(Principal Financial and Accounting Officer)
Date:     July 6, 1998

/s/Joseph W. Phelan
Joseph W. Phelan, Director
Date:     July 6, 1998

/s/William H. Jones
William H. Jones, Director
Date:     July 6, 1998

/s/Marilyn A. Herrington
Marilyn A. Herrington, Director
Date:     July 6, 1998

/s/Marcia M. Race
Marcia M. Race, Director
Date:     July 6, 1998

                                       II6
SIGNATURES

     Pursuant to the  requirements  of the  Securities Act of 1933, the trustees
(or other  persons who  administer  the employee  benefit plan) have duly caused
this  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereunto duly authorized,  in the City of Hudson, State of New York, on July 6,
1998.

                                      The Hudson City Savings Institution
                                      401(k) Savings Plan

 /s/ Carl A. Florio
Member, Administrative Committee
Date:        July 6, 1998

                                       II7
SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    EXHIBITS

                                       TO

                       REGISTRATION STATEMENT ON FORM S-8

                                      UNDER

                           THE SECURITIES ACT OF 1933

                           HUDSON RIVER BANCORP, INC.
EXHIBIT INDEX

                                                             Reference to Prior
Regulation S-K                                                Filing or Exhibit
Exhibit                                                             Number
Number              Document                                   Attached Hereto

4    Instruments defining the rights of security holders,
     including debentures:

     Certificate of Incorporation of Hudson River Bancorp, Inc.           *

     Bylaws of Hudson River Bancorp, Inc.                                 **

5    Opinion of Silver, Freedman & Taff, L.L.P.                           5

23   Consents of Experts and Counsel:

     Consent of Silver, Freedman & Taff, L.L.P.                       Contained
                                                                         in 
                                                                      Exhibit 5

     Consent of KPMG Peat Marwick                                        23.2

24   Power of Attorney                                                Contained
                                                                         on 
                                                                      Signature 
                                                                        Page

*    Incorporated   hereby  by  reference  to  Exhibit  3.1  of  the   Company's
     Registration Statement on Form S-1 (Registration No. 333-47605).

**   Incorporated   hereby  by  reference  to  Exhibit  3.2  of  the   Company's
     Registration Statement on Form S-1 (Registration No. 333-47605).