As filed with the Securities and Exchange Commission on February ___, 1994 
                                                Registration No. 33-________
=============================================================================

                                                                              

                                                                              

                                     
                      SECURITIES AND EXCHANGE COMMISSION 
                            Washington, D.C. 20549 
                               _______________ 
 
                            REGISTRATION STATEMENT 
 
                                      ON 
 
                                   FORM S-8 
 
                                    Under 
 
                          THE SECURITIES ACT OF 1933 
                               _______________ 
 
                         FIRST ALBANY COMPANIES INC. 
            (Exact name of registrant as specified in its charter) 
          New York                                   22-2655804 
     (State of Incorporation)                        (I.R.S. Employer 
                                                    Identification No.) 
                               41 State Street 
                           Albany, New York  12207 
         (Address of principal executive offices, including zip code) 
 
                 First Albany Companies Inc. Stock Bonus Plan 
                           (Full title of the Plan) 
                               _______________ 
 
                          Michael R. Lindburg, Esq. 
                      Vice President and General Counsel 
                         First Albany Companies Inc. 
                               41 State Street 
                           Albany, New York  12207 
                   (Name and address of agent for service) 
                                (518) 447-8500 
                      (Telephone number, including area 
                         code, of agent for service) 
                               _______________ 
 
                                  Copies to: 
                     Winthrop, Stimson, Putnam & Roberts 
                            One Battery Park Plaza 
                          New York, New York  10004 
                                (212) 858-1000 
                      Attention: Howard S. Kelberg, Esq. 
 
                       CALCULATION OF REGISTRATION FEE 
 
 
 
                                    Proposed      Proposed 
                       Amount       maximum       maximum       Amount of 
 Title of securities   to be        offering      aggregate     registration 
 to be registered      registered   price         offering      fee(2) 
 (1)                                per share(2)  price(2)  


 
 
 
 Common Stock, par 
 value $.01 per 
 share                 300,000      $8.25         $2,475,000    $854.00 
 
=============================================================================

 
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, 
this Registration Statement also covers an indeterminate amount of interests 
to be offered or sold pursuant to the employee benefit plan described herein.

 
(2)  Pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 
1933, the proposed maximum offering price per share and the registration fee 
are based on the reported average of the high and low prices for First Albany
Companies Inc.'s Common Stock on the NASDAQ National Market System on 
February 2, 1994. 
 
 
 
                                    PART I 
 
              INFORMATION REQUIRED IN A SECTION 10(a) PROSPECTUS 
 
Item 1.   Plan Information. 
 
Item 2.   Registrant Information and Employee Plan Annual Information. 
 
 
                                   PART II 
 
                INFORMATION REQUIRED IN REGISTRATION STATEMENT 
 
Item 3.   Incorporation of Documents by Reference. 
 
            The following documents which have heretofore been filed by First
Albany Companies Inc. (the "Company") (File No. 0-14140) with the Securities 
and Exchange Commission (the "Commission") pursuant to the Securities 
Exchange Act of 1934, as amended (the "1934 Act"), are incorporated by 
reference herein and shall be deemed to be a part hereof: 
 
            (a)  The Company's Annual Report on Form 10-K for the fiscal year 
         ended September 24, 1993. 
 
            (b)  The First Albany Companies Inc. Stock Bonus Plan's Annual 
          Report on Form 11-K for the fiscal year ended December 31, 1992. 
 
            (c)  Description of the Company's Common Stock, par value $.01 
          per share, contained in the registration statement filed under the 
          1934 Act, including any amendments or reports filed for the purpose 
         of updating such description. 
 
            All documents, filed by the Company with the Commission pursuant 
to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing 
of a post-effective amendment to this Registration Statement which indicates 
that all securities offered have been sold or which deregisters all 
securities then remaining unsold shall be deemed to be incorporated by 
reference in this Registration Statement and made a part hereof from their 
respective dates of filing (such documents, and the documents enumerated 
above, being hereinafter referred to as "Incorporated Documents"); provided, 
however, that the documents enumerated above or subsequently filed by the 
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act in 
each year during which the offering made by this Registration Statement is in


effect prior to the filing with the Commission of the Company's Annual Report
on Form 10-K covering such year shall not be Incorporated Documents or be 
incorporated by reference in this Registration Statement or be a part hereof 
from and after the filing of such Annual Report on Form 10-K.  
 
             Any statement contained in an Incorporated Document shall be 
deemed to be modified or superseded for purposes of this Registration 
Statement to the extent that a statement contained herein or in any other 
subsequently filed Incorporated Document 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. 
 
Item 4.   Description of Securities. 
 
                 See Item 3. 
 
Item 5.   Interests of Named Experts and Counsel. 
 
 
                                LEGAL OPINION 
 
            The legality of the Common Stock offered pursuant to this 
Registration Statement has been passed upon for the Company by Michael R. 
Lindburg, Vice President and General Counsel of the Company, 41 State Street,
Albany, New York  12207.  Mr. Lindburg is the beneficial owner of Common 
Stock of the Company, including options to purchase Company Common Stock, 
with an aggregate fair market value exceeding $50,000. 
 
 
                                   EXPERTS 
 
            The consolidated statements of financial condition as of 
September 24, 1993 and September 25, 1992 and the consolidated statements of 
income, changes in stockholders' equity, and cash flows for each of the three
years in the period ended September 24, 1993 of First Albany Companies Inc. 
and the statements of net assets available for plan benefits of First Albany 
Companies Inc. Stock Bonus Plan as of December 31, 1992 and 1991 and the 
statements of changes in net assets available for plan benefits for each of 
the three years in the period ended December 31, 1992, incorporated by 
reference in this registration statement have been incorporated herein in 
reliance on the reports of Coopers & Lybrand, independent accountants given 
on the authority of that firm as experts in accounting and auditing. 
 
Item 6.   Indemnification of Directors and Officers. 
 
            Article 6.07 of the Company's By-Laws permits the indemnification
of officers and directors under certain circumstances to the full extent that
such indemnification may be permitted by law. 
 
            Such rights of indemnification are in addition to, and not in 
limitation of, any rights of indemnification under the Business Corporation 
Law of the State of New York (Sections 721 through 727), which provides for 
indemnification by a corporation of its officers and directors under 
circumstances as stated in the Business Corporation Law and subject to 
specified limitations set forth in the Business Corporation Law. 
 
Item 7.   Exemption from Registration Claimed.   
 
                 Not applicable. 
 
Item 8.   Exhibits. 
 
Exhibit 
Number                Description 
______                ___________  
  
 4(a)     - Certificate of Incorporation of First Albany Companies Inc. 
            (Designated in Registration Statement No. 33-1353 as Exhibit 
            3.1).*  
 
 4(b)     - Bylaws of First Albany Companies Inc.  
 
 5(a)     - Opinion of the Company's General Counsel as to the legality of 
            securities offered under the First Albany Companies Inc. Stock 
            Bonus Plan. 
 
 5(b)     - Internal Revenue Service determination letters stating that the 
            First Albany Companies Inc. Stock Bonus Plan is qualified under 
            Section 401(a) of the Internal Revenue Code of 1986, as amended. 
 
 24(a)    - Consent of Coopers & Lybrand, independent  accountants. 
 
 24(b)    - Consent of Counsel (contained in the Opinion of the Company's 
            General Counsel, Exhibit 5(a) hereto). 
 
 25(a)    - Certified resolutions of the Board of Directors of First Albany 
            Companies Inc. relating to Power of Attorney set forth on 
            signature page hereof. 
 
 25(b)    - Power of Attorney (set forth on the signature page hereof). 
 
____________________ 
 
*  Incorporated by reference. 
 
Item 9.   Undertakings. 
 
          (1)  The undersigned registrant hereby undertakes: 
 
               (a)  to file, during any period in which offers or sales are 
being made, a post-effective amendment to this registration statement: 
 
                 (i)  To include any prospectus required by Section 10(a)(3) 
                 of the Securities Act of 1933; 
 
                 (ii)  To reflect in the prospectus any facts or events 
                 arising after the effective date of the registration 
                 statement (or the most recent post-effective amendment 
                 thereof) which, individually or in the aggregate, represents
                 a fundamental change in the information set forth in the 
                 registration statement; 
 
                 (iii)  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; 
 
            Provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do 
not apply if the registration statement is on Form S-3 or Form S-8 and the 
information required to be included in a post-effective amendment by those 
paragraphs is contained in periodic reports filed by the registrant pursuant 
to Section 13(a) or Section 15(d) of the 1934 Act that are incorporated by 
reference in the registration statement. 
 
            (b)  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 in the
initial bona fide offering thereof. 
 
            (c)  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. 
 
          (2)    The undersigned registrant hereby undertakes that, for the 
purpose of determining any liability under the Securities Act of 1933, each  
filing of the issuer's annual report pursuant to Section 13(a) or 15(d) of 
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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 the time shall be deemed to be the initial bona fide offering 
hereof. 
 
          (3)    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 
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 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. 
 
 
 
 
                                  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 on Form S-8 and has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Albany, the State of New York, on 
the 4th day of February, 1994. 
 
                                     FIRST ALBANY COMPANIES INC. 
 
 
                                     By: /s/ GEORGE C. McNAMEE    
                                         _______________________ 
                                         George C. McNamee, 
                                         Chairman of the Board 
 
 
                              POWER OF ATTORNEY 
 
            Know all men by these presents, that each officer or director of 
First Albany Companies Inc. whose signature appears below constitutes and 
appoints George C. McNamee and Alan P. Goldberg, and each of them singly, his
true and lawful attorney-in-fact and agent, with full and several power of 
substitution, for him and in his name, place and stead, in any and all 
capacities, to sign a Registration Statement on Form S-8 to be filed pursuant
to the Securities Act of 1933 in connection with the registration of up to 
300,000 shares of Common Stock, par value $.01 per share, and any or all 
amendments, including pre- and post-effective amendments and supplements to 
this Registration Statement, and to file the same, with all exhibits thereto,
and 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 in and about the premises, as fully to all intents and 
purposes as he might or could do in person, hereby ratifying and confirming 
all that said attorney-in-fact and agent or his substitute or substitutes,  
may lawfully do or cause to be done.  Each of said attorneys-in-fact shall 
have power to act hereunder with or without the other. 
 
 
            Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed below by the following persons in the 
capacities indicated and on the 4th day of February, 1994. 
 
        Signature                                   Title 
        ---------                                   ------ 
 
 
/s/ GEORGE C. McNAMEE                     Director, Chairman and 
- ------------------------------                 Co-Chief Executive Officer 
   George C. McNamee                            (Principal Executive Officer)

 
/s/ ALAN P. GOLDBERG                      Director, President and 
- ------------------------------                 Co-Chief Executive Officer 
   Alan P. Goldberg 
 
 
/s/ DAVID J. CUNNINGHAM                   Vice President and Chief 
- ------------------------------                 Financial Officer (Principal 
   David J. Cunningham                         Financial and Accounting 
                                               Officer) 
 
/s/ J. ANTHONY BOECKH                     Director 
- ------------------------------ 
   J. Anthony Boeckh  
 
 
/s/ HONORABLE HUGH L. CAREY               Director 
- ------------------------------ 
   Honorable Hugh L. Carey 
 
 
/s/ HUGH A. JOHNSON                       Director and Senior Vice 
- ------------------------------                 President 
   Hugh A. Johnson 
 
 
/s/ DANIEL V. McNAMEE, III                Director 
- ------------------------------ 
   Daniel V. McNamee, III 
 
 
/s/ ROBERT F. VAGT                        Director 
- ------------------------------ 
   Robert F. Vagt       
 
 
/s/ BENAREE P. WILEY                      Director 
- ------------------------------ 
   Benaree P. Wiley 
 
 
                 Pursuant to the requirements of the Securities Act of 1933, 
the Administrative Committee of the First Albany Companies Inc. Stock Bonus 
Plan have duly caused this Registration to be duly signed on its behalf by 
the undersigned, thereunto duly authorized in the City of Albany, State of 
New York, on the 4th day of February, 1994. 


 
                                     FIRST ALBANY COMPANIES INC.  
                                     STOCK BONUS PLAN  
 
 
                                      By:/s/ GEORGE C. McNAMEE           
                                        ------------------------------ 
                                        George C. McNamee 
                                        Member of the Administrative 
                                        Committee 
 
 
 
 
 
 
 
 
 
         ___________________________________________________________ 
         ___________________________________________________________ 
 
 
                      SECURITIES AND EXCHANGE COMMISSION 
                           Washington, D.C.  20549 
 
                               ________________ 
 
 
                                   EXHIBITS 
 
                                  filed with 
 
                            Registration Statement 
 
                                      On 
 
                                   Form S-8 
 
                                    Under 
 
                          The Securities Act of 1933 
 
                               ________________ 
 
                 FIRST ALBANY COMPANIES INC. STOCK BONUS PLAN 
                           (Full title of the plan) 
 
 
                         First Albany Companies Inc. 
              (Exact name of issuer as specified in its charter) 
 
 
 
 
         ___________________________________________________________ 
         ___________________________________________________________  
 
 
 
 
 
 
 
 
 


 
 
 
 
 
  
 
                         First Albany Companies Inc. 
                                ______________ 
 
                                Exhibit Index 
 
 
Exhibit                                                  Sequential 
Number           Description                             Page Number 
- -------          -----------                             ----------- 
 
 4(a)       -    Certificate of Incorporation of First       * 
                 Albany Companies Inc. (Designated in 
                 Registration Statement No. 33-1353 as 
                 Exhibit 3.1). 
 
 4(b)       -    Bylaws of First Albany Companies Inc. 
  
 5(a)       -    Opinion of the Company's General Counsel          
                 as to the legality of securities offered  
                 under the First Albany Companies Inc.  
                 Stock Bonus Plan. 
 
 5(b)       -    Internal Revenue Service determination       
                 letters stating that the First Albany  
                 Companies Inc. Stock Bonus Plan is  
                 qualified under Section 401(a) of the  
                 Internal Revenue Code of 1986, as amended. 
 
 24(a)      -    Consent of Coopers & Lybrand, independent         
                 accountants. 
 
 24(b)      -    Consent of Counsel (contained in the         
                 Opinion of the Company's General Counsel, 
                 Exhibit 5(a) hereto). 
 
 25(a)      -    Certified resolutions of the Board of        
                 Directors of First Albany Companies Inc. 
                 relating to the Power of Attorney set forth  
                 on signature page hereof. 
 
 25(b)      -    Power of Attorney (set forth on signature  
                 page hereof).            
 
 
__________________ 
 
*  Incorporated by reference.
[{"type": "S-8", "sequence": "1", "description": "FIRST ALBANY FORM S-8", "secsgml_size_bytes": 21539}]
{"company-data": {"conformed-name": "FIRST ALBANY COMPANIES INC", "cik": "0000782842", "assigned-sic": "6211", "irs-number": "222655804", "state-of-incorporation": "NY", "fiscal-year-end": "0924"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-52153", "film-number": "94504551"}, "business-address": {"street1": "41 STATE ST", "city": "ALBANY", "state": "NY", "zip": "12207", "phone": "5184478500"}}
As filed with the Securities and Exchange Commission on February ___, 1994 
                                                Registration No. 33-________
=============================================================================

                                                                              

                                                                              

                                     
                      SECURITIES AND EXCHANGE COMMISSION 
                            Washington, D.C. 20549 
                               _______________ 
 
                            REGISTRATION STATEMENT 
 
                                      ON 
 
                                   FORM S-8 
 
                                    Under 
 
                          THE SECURITIES ACT OF 1933 
                               _______________ 
 
                         FIRST ALBANY COMPANIES INC. 
            (Exact name of registrant as specified in its charter) 
          New York                                   22-2655804 
     (State of Incorporation)                        (I.R.S. Employer 
                                                    Identification No.) 
                               41 State Street 
                           Albany, New York  12207 
         (Address of principal executive offices, including zip code) 
 
                 First Albany Companies Inc. Stock Bonus Plan 
                           (Full title of the Plan) 
                               _______________ 
 
                          Michael R. Lindburg, Esq. 
                      Vice President and General Counsel 
                         First Albany Companies Inc. 
                               41 State Street 
                           Albany, New York  12207 
                   (Name and address of agent for service) 
                                (518) 447-8500 
                      (Telephone number, including area 
                         code, of agent for service) 
                               _______________ 
 
                                  Copies to: 
                     Winthrop, Stimson, Putnam & Roberts 
                            One Battery Park Plaza 
                          New York, New York  10004 
                                (212) 858-1000 
                      Attention: Howard S. Kelberg, Esq. 
 
                       CALCULATION OF REGISTRATION FEE 
 
 
 
                                    Proposed      Proposed 
                       Amount       maximum       maximum       Amount of 
 Title of securities   to be        offering      aggregate     registration 
 to be registered      registered   price         offering      fee(2) 
 (1)                                per share(2)  price(2)  

 
 
 
 Common Stock, par 
 value $.01 per 
 share                 300,000      $8.25         $2,475,000    $854.00 
 
=============================================================================

 
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, 
this Registration Statement also covers an indeterminate amount of interests 
to be offered or sold pursuant to the employee benefit plan described herein.

 
(2)  Pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 
1933, the proposed maximum offering price per share and the registration fee 
are based on the reported average of the high and low prices for First Albany
Companies Inc.'s Common Stock on the NASDAQ National Market System on 
February 2, 1994. 
 
 
 
                                    PART I 
 
              INFORMATION REQUIRED IN A SECTION 10(a) PROSPECTUS 
 
Item 1.   Plan Information. 
 
Item 2.   Registrant Information and Employee Plan Annual Information. 
 
 
                                   PART II 
 
                INFORMATION REQUIRED IN REGISTRATION STATEMENT 
 
Item 3.   Incorporation of Documents by Reference. 
 
            The following documents which have heretofore been filed by First
Albany Companies Inc. (the "Company") (File No. 0-14140) with the Securities 
and Exchange Commission (the "Commission") pursuant to the Securities 
Exchange Act of 1934, as amended (the "1934 Act"), are incorporated by 
reference herein and shall be deemed to be a part hereof: 
 
            (a)  The Company's Annual Report on Form 10-K for the fiscal year 
         ended September 24, 1993. 
 
            (b)  The First Albany Companies Inc. Stock Bonus Plan's Annual 
          Report on Form 11-K for the fiscal year ended December 31, 1992. 
 
            (c)  Description of the Company's Common Stock, par value $.01 
          per share, contained in the registration statement filed under the 
          1934 Act, including any amendments or reports filed for the purpose 
         of updating such description. 
 
            All documents, filed by the Company with the Commission pursuant 
to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing 
of a post-effective amendment to this Registration Statement which indicates 
that all securities offered have been sold or which deregisters all 
securities then remaining unsold shall be deemed to be incorporated by 
reference in this Registration Statement and made a part hereof from their 
respective dates of filing (such documents, and the documents enumerated 
above, being hereinafter referred to as "Incorporated Documents"); provided, 
however, that the documents enumerated above or subsequently filed by the 
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act in 
each year during which the offering made by this Registration Statement is in

effect prior to the filing with the Commission of the Company's Annual Report
on Form 10-K covering such year shall not be Incorporated Documents or be 
incorporated by reference in this Registration Statement or be a part hereof 
from and after the filing of such Annual Report on Form 10-K.  
 
             Any statement contained in an Incorporated Document shall be 
deemed to be modified or superseded for purposes of this Registration 
Statement to the extent that a statement contained herein or in any other 
subsequently filed Incorporated Document 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. 
 
Item 4.   Description of Securities. 
 
                 See Item 3. 
 
Item 5.   Interests of Named Experts and Counsel. 
 
 
                                LEGAL OPINION 
 
            The legality of the Common Stock offered pursuant to this 
Registration Statement has been passed upon for the Company by Michael R. 
Lindburg, Vice President and General Counsel of the Company, 41 State Street,
Albany, New York  12207.  Mr. Lindburg is the beneficial owner of Common 
Stock of the Company, including options to purchase Company Common Stock, 
with an aggregate fair market value exceeding $50,000. 
 
 
                                   EXPERTS 
 
            The consolidated statements of financial condition as of 
September 24, 1993 and September 25, 1992 and the consolidated statements of 
income, changes in stockholders' equity, and cash flows for each of the three
years in the period ended September 24, 1993 of First Albany Companies Inc. 
and the statements of net assets available for plan benefits of First Albany 
Companies Inc. Stock Bonus Plan as of December 31, 1992 and 1991 and the 
statements of changes in net assets available for plan benefits for each of 
the three years in the period ended December 31, 1992, incorporated by 
reference in this registration statement have been incorporated herein in 
reliance on the reports of Coopers & Lybrand, independent accountants given 
on the authority of that firm as experts in accounting and auditing. 
 
Item 6.   Indemnification of Directors and Officers. 
 
            Article 6.07 of the Company's By-Laws permits the indemnification
of officers and directors under certain circumstances to the full extent that
such indemnification may be permitted by law. 
 
            Such rights of indemnification are in addition to, and not in 
limitation of, any rights of indemnification under the Business Corporation 
Law of the State of New York (Sections 721 through 727), which provides for 
indemnification by a corporation of its officers and directors under 
circumstances as stated in the Business Corporation Law and subject to 
specified limitations set forth in the Business Corporation Law. 
 
Item 7.   Exemption from Registration Claimed.   
 
                 Not applicable. 
 
Item 8.   Exhibits. 
 
Exhibit 
Number                Description 
______                ___________  
  
 4(a)     - Certificate of Incorporation of First Albany Companies Inc. 
            (Designated in Registration Statement No. 33-1353 as Exhibit 
            3.1).*  
 
 4(b)     - Bylaws of First Albany Companies Inc.  
 
 5(a)     - Opinion of the Company's General Counsel as to the legality of 
            securities offered under the First Albany Companies Inc. Stock 
            Bonus Plan. 
 
 5(b)     - Internal Revenue Service determination letters stating that the 
            First Albany Companies Inc. Stock Bonus Plan is qualified under 
            Section 401(a) of the Internal Revenue Code of 1986, as amended. 
 
 24(a)    - Consent of Coopers & Lybrand, independent  accountants. 
 
 24(b)    - Consent of Counsel (contained in the Opinion of the Company's 
            General Counsel, Exhibit 5(a) hereto). 
 
 25(a)    - Certified resolutions of the Board of Directors of First Albany 
            Companies Inc. relating to Power of Attorney set forth on 
            signature page hereof. 
 
 25(b)    - Power of Attorney (set forth on the signature page hereof). 
 
____________________ 
 
*  Incorporated by reference. 
 
Item 9.   Undertakings. 
 
          (1)  The undersigned registrant hereby undertakes: 
 
               (a)  to file, during any period in which offers or sales are 
being made, a post-effective amendment to this registration statement: 
 
                 (i)  To include any prospectus required by Section 10(a)(3) 
                 of the Securities Act of 1933; 
 
                 (ii)  To reflect in the prospectus any facts or events 
                 arising after the effective date of the registration 
                 statement (or the most recent post-effective amendment 
                 thereof) which, individually or in the aggregate, represents
                 a fundamental change in the information set forth in the 
                 registration statement; 
 
                 (iii)  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; 
 
            Provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do 
not apply if the registration statement is on Form S-3 or Form S-8 and the 
information required to be included in a post-effective amendment by those 
paragraphs is contained in periodic reports filed by the registrant pursuant 
to Section 13(a) or Section 15(d) of the 1934 Act that are incorporated by 
reference in the registration statement. 
 
            (b)  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 in the
initial bona fide offering thereof. 
 
            (c)  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. 
 
          (2)    The undersigned registrant hereby undertakes that, for the 
purpose of determining any liability under the Securities Act of 1933, each  
filing of the issuer's annual report pursuant to Section 13(a) or 15(d) of 
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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 the time shall be deemed to be the initial bona fide offering 
hereof. 
 
          (3)    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 
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 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. 
 
 
 
 
                                  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 on Form S-8 and has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Albany, the State of New York, on 
the 4th day of February, 1994. 
 
                                     FIRST ALBANY COMPANIES INC. 
 
 
                                     By: /s/ GEORGE C. McNAMEE    
                                         _______________________ 
                                         George C. McNamee, 
                                         Chairman of the Board 
 
 
                              POWER OF ATTORNEY 
 
            Know all men by these presents, that each officer or director of 
First Albany Companies Inc. whose signature appears below constitutes and 
appoints George C. McNamee and Alan P. Goldberg, and each of them singly, his
true and lawful attorney-in-fact and agent, with full and several power of 
substitution, for him and in his name, place and stead, in any and all 
capacities, to sign a Registration Statement on Form S-8 to be filed pursuant
to the Securities Act of 1933 in connection with the registration of up to 
300,000 shares of Common Stock, par value $.01 per share, and any or all 
amendments, including pre- and post-effective amendments and supplements to 
this Registration Statement, and to file the same, with all exhibits thereto,
and 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 in and about the premises, as fully to all intents and 
purposes as he might or could do in person, hereby ratifying and confirming 
all that said attorney-in-fact and agent or his substitute or substitutes,  
may lawfully do or cause to be done.  Each of said attorneys-in-fact shall 
have power to act hereunder with or without the other. 
 
 
            Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed below by the following persons in the 
capacities indicated and on the 4th day of February, 1994. 
 
        Signature                                   Title 
        ---------                                   ------ 
 
 
/s/ GEORGE C. McNAMEE                     Director, Chairman and 
- ------------------------------                 Co-Chief Executive Officer 
   George C. McNamee                            (Principal Executive Officer)

 
/s/ ALAN P. GOLDBERG                      Director, President and 
- ------------------------------                 Co-Chief Executive Officer 
   Alan P. Goldberg 
 
 
/s/ DAVID J. CUNNINGHAM                   Vice President and Chief 
- ------------------------------                 Financial Officer (Principal 
   David J. Cunningham                         Financial and Accounting 
                                               Officer) 
 
/s/ J. ANTHONY BOECKH                     Director 
- ------------------------------ 
   J. Anthony Boeckh  
 
 
/s/ HONORABLE HUGH L. CAREY               Director 
- ------------------------------ 
   Honorable Hugh L. Carey 
 
 
/s/ HUGH A. JOHNSON                       Director and Senior Vice 
- ------------------------------                 President 
   Hugh A. Johnson 
 
 
/s/ DANIEL V. McNAMEE, III                Director 
- ------------------------------ 
   Daniel V. McNamee, III 
 
 
/s/ ROBERT F. VAGT                        Director 
- ------------------------------ 
   Robert F. Vagt       
 
 
/s/ BENAREE P. WILEY                      Director 
- ------------------------------ 
   Benaree P. Wiley 
 
 
                 Pursuant to the requirements of the Securities Act of 1933, 
the Administrative Committee of the First Albany Companies Inc. Stock Bonus 
Plan have duly caused this Registration to be duly signed on its behalf by 
the undersigned, thereunto duly authorized in the City of Albany, State of 
New York, on the 4th day of February, 1994. 

 
                                     FIRST ALBANY COMPANIES INC.  
                                     STOCK BONUS PLAN  
 
 
                                      By:/s/ GEORGE C. McNAMEE           
                                        ------------------------------ 
                                        George C. McNamee 
                                        Member of the Administrative 
                                        Committee 
 
 
 
 
 
 
 
 
 
         ___________________________________________________________ 
         ___________________________________________________________ 
 
 
                      SECURITIES AND EXCHANGE COMMISSION 
                           Washington, D.C.  20549 
 
                               ________________ 
 
 
                                   EXHIBITS 
 
                                  filed with 
 
                            Registration Statement 
 
                                      On 
 
                                   Form S-8 
 
                                    Under 
 
                          The Securities Act of 1933 
 
                               ________________ 
 
                 FIRST ALBANY COMPANIES INC. STOCK BONUS PLAN 
                           (Full title of the plan) 
 
 
                         First Albany Companies Inc. 
              (Exact name of issuer as specified in its charter) 
 
 
 
 
         ___________________________________________________________ 
         ___________________________________________________________  
 
 
 
 
 
 
 
 
 

 
 
 
 
 
  
 
                         First Albany Companies Inc. 
                                ______________ 
 
                                Exhibit Index 
 
 
Exhibit                                                  Sequential 
Number           Description                             Page Number 
- -------          -----------                             ----------- 
 
 4(a)       -    Certificate of Incorporation of First       * 
                 Albany Companies Inc. (Designated in 
                 Registration Statement No. 33-1353 as 
                 Exhibit 3.1). 
 
 4(b)       -    Bylaws of First Albany Companies Inc. 
  
 5(a)       -    Opinion of the Company's General Counsel          
                 as to the legality of securities offered  
                 under the First Albany Companies Inc.  
                 Stock Bonus Plan. 
 
 5(b)       -    Internal Revenue Service determination       
                 letters stating that the First Albany  
                 Companies Inc. Stock Bonus Plan is  
                 qualified under Section 401(a) of the  
                 Internal Revenue Code of 1986, as amended. 
 
 24(a)      -    Consent of Coopers & Lybrand, independent         
                 accountants. 
 
 24(b)      -    Consent of Counsel (contained in the         
                 Opinion of the Company's General Counsel, 
                 Exhibit 5(a) hereto). 
 
 25(a)      -    Certified resolutions of the Board of        
                 Directors of First Albany Companies Inc. 
                 relating to the Power of Attorney set forth  
                 on signature page hereof. 
 
 25(b)      -    Power of Attorney (set forth on signature  
                 page hereof).            
 
 
__________________ 
 
*  Incorporated by reference.