As filed with the Securities and Exchange Commission on January 13, 2000

                           Registration No. 333-[___]
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                               ___________________

                             REGISTRATION STATEMENT
                                   ON FORM S-8
                        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 incorporation                  (I.R.S. Employer
              or organization)                               Identification No.)

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

                           HUDSON RIVER BANCORP, INC.
                       1998 RECOGNITION AND RETENTION PLAN
                            (Full title of the plan)

                            Robert L. Freedman, P.C.
                             Beth A. Freedman, P.C.
                         Silver, Freedman & Taff, L.L.P.
      (a limited liability partnership including professional corporations)

                                 Suite 700 East
                           1100 New York Avenue, N.W.
                           Washington, D.C. 20005-3934
                     (Name and address of agent for service)

                                 (202) 414-6100
          (Telephone number, including area code, of agent for service)
<PAGE>
<TABLE>
<CAPTION>
                                         CALCULATION OF REGISTRATION FEE
=================================================================================================================
                                                  Proposed maximum       Proposed maximum
  Title of securities        Amount to be          offering price            aggregate              Amount of
   to be registered          registered(1)            per share           offering price        registration fee
-----------------------------------------------------------------------------------------------------------------
<S>                         <C>                       <C>                 <C>                       <C>
Common Stock, par
value $.01 per share        714,150 shares            $11.50(2)           $8,212,725(2)             $2,169(2)
=================================================================================================================
</TABLE>

(1)      Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
         Registration  Statement covers, in addition to the number of shares set
         forth above,  an  indeterminate  number of shares  which,  by reason of
         certain events specified in the Plan, may become subject to the Plan.

(2)      Estimated in  accordance  with Rule  457(h),  solely for the purpose of
         calculating  the   registration   fee.  Of  the  714,150  shares  being
         registered  hereby,  714,150  shares  were  awarded  on January 5, 1999
         ($8,212,725 in the aggregate  based on the average of the bid and asked
         prices per share of the Common Stock on the Nasdaq  National  Market of
         $11.50 on such date).
<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 River Bancorp, Inc. 1998
Recognition  and  Retention  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.

                                      I-2
<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 in this Registration Statement:

         (a)      the  Company's  Annual Report on Form 10-K for the fiscal year
                  ended March 31, 1999 (File No.  000-24187),  filed pursuant to
                  the Securities Exchange Act of 1934, as amended (the "Exchange
                  Act");

         (b)      all other reports filed  pursuant to Section 13(a) or 15(d) of
                  the  Exchange  Act since the end of the fiscal year covered by
                  audited  financial  statements  contained  in  the  prospectus
                  referred to in Item 3(a);

         (c)      the description of the common stock, par value $.01 per share,
                  of the Registrant  contained in the Registrant's  Registration
                  Statement on Form S-1  (Registration No. 333-47605) filed with
                  the Commission on March 9, 1998, and all amendments thereto 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, 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 to be a  part  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 the
Secretary, Hudson River Bancorp, Inc., One Hudson City Centre, Hudson, New York,
12534, telephone number (518) 828-4600.

         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.

                                      II-1
<PAGE>
Item 4.  Description of Securities.
         -------------------------

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         The  Certificate  of  Incorporation  of  the  Company  provides  that a
director or officer of the Company  shall be  indemnified  by the Company to the
fullest extent  authorized by the Delaware  General  Corporation Law against all
expenses,  liability and loss reasonably  incurred or suffered by such person in
connection  with his  activities  as a director  or officer or as a director  or
officer of another company, if the director or officer held such position at the
request of the  Company.  Delaware  law requires  that such  director,  officer,
employee or agent, in order to be indemnified, must have acted in good faith and
in a manner  reasonably  believed to be not opposed to the best interests of the
Company  and,  with  respect to any criminal  action or  proceeding,  either had
reasonable  cause to believe such conduct was lawful or did not have  reasonable
cause to believe his conduct was unlawful.

         The Certificate of Incorporation and Delaware law also provide that the
indemnification provisions of such Certificate and the statute are not exclusive
of any other  right  which a person  seeking  indemnification  may have or later
acquire under any statute, provision of the Certificate of Incorporation, Bylaws
of the Company,  agreement,  vote of stockholders or disinterested  directors or
otherwise.

         These   provisions  may  have  the  effect  of  deterring   shareholder
derivative actions, since the Company may ultimately be responsible for expenses
for both  parties to the action.  A similar  effect  would not be  expected  for
third-party claims.

         In addition,  the  Certificate of  Incorporation  and Delaware law also
provide that the Company may  maintain  insurance,  at its  expense,  to protect
itself and any  director,  officer,  employee or agent of the Company or another
corporation,  partnership,  joint venture, trust or other enterprise against any
expense,  liability  or  loss,  whether  or not the  Company  has the  power  to
indemnify such person against such expense, liability or loss under the Delaware
General Corporation Law. The Company intends to obtain such insurance.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not applicable.

Item 8.  Exhibits.
         --------

         See Exhibit Index.

                                      II-2
<PAGE>
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, 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, each filing of the Registrant's annual report pursuant to
                  Section  13(a) or Section  15(d) of the Exchange Act filing of
                  the employee  benefit plan's annual report pursuant to Section
                  15(d) of the Exchange Act 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 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   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.

                                      II-3
<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
of the requirements for filing a Form S-8 and has duly caused this  registration
statement to be signed on its behalf by the  undersigned  in the City of Hudson,
State of New York on January 12, 2000.

                                            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 and Timothy E. Blow or
either of them,  his true and lawful  attorneys-in-fact  and  agents,  with full
power of substitution  and  re-substitution,  for him and 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 attorneys-in-fact and
agents 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  all  said
attorneys-in-fact  and agents or their substitutes or substitute 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/ Carl A. Florio                                   /s/ Earl Schram, Jr.
-----------------------------------                  ---------------------------
Carl A. Florio                                       Earl Schram, Jr.
President and Chief Executive                        Chairman of the Board
Officer (Principal Executive Officer)

Date: January 12, 2000                               Date: January 12, 2000
<PAGE>


/s/ Stanley Bardwell                                 /s/ Joseph W. Phelan
-----------------------------------                  ---------------------------
Stanley Bardwell, M.D.                               Joseph W. Phelan
Director                                             Director

Date: January 12, 2000                               Date: January 12, 2000


/s/ William E. Collins                               /s/ William H. Jones
-----------------------------------                  ---------------------------
William E. Collins                                   William H. Jones
Director                                             Director

Date: January 12, 2000                               Date: January 12, 2000



                                                     /s/ Marcia M. Race
-----------------------------------                  ---------------------------
Joseph H. Giaquinto                                  Marcia M. Race
Director                                             Director

Date: January 12, 2000                               Date: January 12, 2000


/s/ Marilyn A. Herrington                            /s/ Timothy E. Blow
-----------------------------------                  ---------------------------
Marilyn A. Herrington                                Timothy E. Blow
Director                                             Chief Financial Officer
                                                     (Principal Financial and
                                                     Accounting Officer)

Date: January 12, 2000                               Date: January 12, 2000
<PAGE>
<TABLE>
<CAPTION>
                                                    EXHIBIT INDEX
                                                                                          Reference to Prior Filing
                                                                                              or Page Number in
                                                                                                 Sequentially
    Exhibit                                                                                 Numbered Registration
    Number                                                                                        Statement
    ------                                                                                        ---------
<S>              <C>                                                                     <C>
       4         Instruments Defining the Rights of Security Holders,
                 Including Indentures:

                     Certificate of Incorporation of Hudson River                                     *
                     Bancorp, Inc.

                     Bylaws of Hudson River Bancorp, Inc.                                             *

                     Form of Stock Certificate of Hudson River                                        *
                     Bancorp, Inc.

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

     23.1        Consent of  KPMG LLP                                                            Exhibit 23.1

     23.2        Consent of Silver, Freedman & Taff, L.L.P.                                      Exhibit 23.2

      24         Power of Attorney                                                       Contained on signature page.

</TABLE>

---------------------
*        Filed as an exhibit to the Registrant's  Registration Statement on Form
         S-1 (File  No.  333-47605)  filed on March 9,  1998 and all  amendments
         thereto or reports filed for the purpose of updating such  description.
         All such previously filed documents are hereby  incorporated  herein by
         reference in accordance with Item 601 of Regulation S-K.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20639}]
{"company-data": {"conformed-name": "HUDSON RIVER BANCORP INC", "cik": "0001057007", "assigned-sic": "6036", "irs-number": "141803212", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-94567", "film-number": "506483"}, "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 January 13, 2000

                           Registration No. 333-[___]
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                               ___________________

                             REGISTRATION STATEMENT
                                   ON FORM S-8
                        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 incorporation                  (I.R.S. Employer
              or organization)                               Identification No.)

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

                           HUDSON RIVER BANCORP, INC.
                       1998 RECOGNITION AND RETENTION PLAN
                            (Full title of the plan)

                            Robert L. Freedman, P.C.
                             Beth A. Freedman, P.C.
                         Silver, Freedman & Taff, L.L.P.
      (a limited liability partnership including professional corporations)

                                 Suite 700 East
                           1100 New York Avenue, N.W.
                           Washington, D.C. 20005-3934
                     (Name and address of agent for service)

                                 (202) 414-6100
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
=================================================================================================================
                                                  Proposed maximum       Proposed maximum
  Title of securities        Amount to be          offering price            aggregate              Amount of
   to be registered          registered(1)            per share           offering price        registration fee
-----------------------------------------------------------------------------------------------------------------
Common Stock, par
value $.01 per share        714,150 shares            $11.50(2)           $8,212,725(2)             $2,169(2)
=================================================================================================================
(1)      Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
         Registration  Statement covers, in addition to the number of shares set
         forth above,  an  indeterminate  number of shares  which,  by reason of
         certain events specified in the Plan, may become subject to the Plan.

(2)      Estimated in  accordance  with Rule  457(h),  solely for the purpose of
         calculating  the   registration   fee.  Of  the  714,150  shares  being
         registered  hereby,  714,150  shares  were  awarded  on January 5, 1999
         ($8,212,725 in the aggregate  based on the average of the bid and asked
         prices per share of the Common Stock on the Nasdaq  National  Market of
         $11.50 on such date).
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 River Bancorp, Inc. 1998
Recognition  and  Retention  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.

                                      I-2
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 in this Registration Statement:

         (a)      the  Company's  Annual Report on Form 10-K for the fiscal year
                  ended March 31, 1999 (File No.  000-24187),  filed pursuant to
                  the Securities Exchange Act of 1934, as amended (the "Exchange
                  Act");

         (b)      all other reports filed  pursuant to Section 13(a) or 15(d) of
                  the  Exchange  Act since the end of the fiscal year covered by
                  audited  financial  statements  contained  in  the  prospectus
                  referred to in Item 3(a);

         (c)      the description of the common stock, par value $.01 per share,
                  of the Registrant  contained in the Registrant's  Registration
                  Statement on Form S-1  (Registration No. 333-47605) filed with
                  the Commission on March 9, 1998, and all amendments thereto 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, 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 to be a  part  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 the
Secretary, Hudson River Bancorp, Inc., One Hudson City Centre, Hudson, New York,
12534, telephone number (518) 828-4600.

         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.

                                      II-1
Item 4.  Description of Securities.
         -------------------------

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         The  Certificate  of  Incorporation  of  the  Company  provides  that a
director or officer of the Company  shall be  indemnified  by the Company to the
fullest extent  authorized by the Delaware  General  Corporation Law against all
expenses,  liability and loss reasonably  incurred or suffered by such person in
connection  with his  activities  as a director  or officer or as a director  or
officer of another company, if the director or officer held such position at the
request of the  Company.  Delaware  law requires  that such  director,  officer,
employee or agent, in order to be indemnified, must have acted in good faith and
in a manner  reasonably  believed to be not opposed to the best interests of the
Company  and,  with  respect to any criminal  action or  proceeding,  either had
reasonable  cause to believe such conduct was lawful or did not have  reasonable
cause to believe his conduct was unlawful.

         The Certificate of Incorporation and Delaware law also provide that the
indemnification provisions of such Certificate and the statute are not exclusive
of any other  right  which a person  seeking  indemnification  may have or later
acquire under any statute, provision of the Certificate of Incorporation, Bylaws
of the Company,  agreement,  vote of stockholders or disinterested  directors or
otherwise.

         These   provisions  may  have  the  effect  of  deterring   shareholder
derivative actions, since the Company may ultimately be responsible for expenses
for both  parties to the action.  A similar  effect  would not be  expected  for
third-party claims.

         In addition,  the  Certificate of  Incorporation  and Delaware law also
provide that the Company may  maintain  insurance,  at its  expense,  to protect
itself and any  director,  officer,  employee or agent of the Company or another
corporation,  partnership,  joint venture, trust or other enterprise against any
expense,  liability  or  loss,  whether  or not the  Company  has the  power  to
indemnify such person against such expense, liability or loss under the Delaware
General Corporation Law. The Company intends to obtain such insurance.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not applicable.

Item 8.  Exhibits.
         --------

         See Exhibit Index.

                                      II-2
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, 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, each filing of the Registrant's annual report pursuant to
                  Section  13(a) or Section  15(d) of the Exchange Act filing of
                  the employee  benefit plan's annual report pursuant to Section
                  15(d) of the Exchange Act 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 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   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.

                                      II-3
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
of the requirements for filing a Form S-8 and has duly caused this  registration
statement to be signed on its behalf by the  undersigned  in the City of Hudson,
State of New York on January 12, 2000.

                                            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 and Timothy E. Blow or
either of them,  his true and lawful  attorneys-in-fact  and  agents,  with full
power of substitution  and  re-substitution,  for him and 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 attorneys-in-fact and
agents 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  all  said
attorneys-in-fact  and agents or their substitutes or substitute 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/ Carl A. Florio                                   /s/ Earl Schram, Jr.
-----------------------------------                  ---------------------------
Carl A. Florio                                       Earl Schram, Jr.
President and Chief Executive                        Chairman of the Board
Officer (Principal Executive Officer)

Date: January 12, 2000                               Date: January 12, 2000
/s/ Stanley Bardwell                                 /s/ Joseph W. Phelan
-----------------------------------                  ---------------------------
Stanley Bardwell, M.D.                               Joseph W. Phelan
Director                                             Director

Date: January 12, 2000                               Date: January 12, 2000

/s/ William E. Collins                               /s/ William H. Jones
-----------------------------------                  ---------------------------
William E. Collins                                   William H. Jones
Director                                             Director

Date: January 12, 2000                               Date: January 12, 2000

                                                     /s/ Marcia M. Race
-----------------------------------                  ---------------------------
Joseph H. Giaquinto                                  Marcia M. Race
Director                                             Director

Date: January 12, 2000                               Date: January 12, 2000

/s/ Marilyn A. Herrington                            /s/ Timothy E. Blow
-----------------------------------                  ---------------------------
Marilyn A. Herrington                                Timothy E. Blow
Director                                             Chief Financial Officer
                                                     (Principal Financial and
                                                     Accounting Officer)

Date: January 12, 2000                               Date: January 12, 2000
EXHIBIT INDEX
                                                                                          Reference to Prior Filing
                                                                                              or Page Number in
                                                                                                 Sequentially
    Exhibit                                                                                 Numbered Registration
    Number                                                                                        Statement
    ------                                                                                        ---------
4         Instruments Defining the Rights of Security Holders,
                 Including Indentures:

                     Certificate of Incorporation of Hudson River                                     *
                     Bancorp, Inc.

                     Bylaws of Hudson River Bancorp, Inc.                                             *

                     Form of Stock Certificate of Hudson River                                        *
                     Bancorp, Inc.

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

     23.1        Consent of  KPMG LLP                                                            Exhibit 23.1

     23.2        Consent of Silver, Freedman & Taff, L.L.P.                                      Exhibit 23.2

      24         Power of Attorney                                                       Contained on signature page.
---------------------
*        Filed as an exhibit to the Registrant's  Registration Statement on Form
         S-1 (File  No.  333-47605)  filed on March 9,  1998 and all  amendments
         thereto or reports filed for the purpose of updating such  description.
         All such previously filed documents are hereby  incorporated  herein by
         reference in accordance with Item 601 of Regulation S-K.