As filed with the Securities and Exchange Commission on December 23, 1996
                                                   Registration No. 333-[______]


                       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.)

                                 30 South Pearl
                             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.
                                 30 South Pearl
                             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 price aggregate offering registration
to be registered (1)   registered per share(2)        price(2)         fee(2)
--------------------------------------------------------------------------------
Common Stock, par value   500,000   $9.63           $4,815,000.00    $1,459.09 
  $.01 per share

================================================================================



(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  average of the reported  high and low prices for First  Albany
    Companies  Inc.'s  Common  Stock on the  NASDAQ  National  Market  System on
    December 20, 1996.


<PAGE>



                               STATEMENT PURSUANT
                                       TO
                              GENERAL INSTRUCTION E


               Pursuant to and as  permitted  by General  Instruction  E to Form
S-8, this Registration  Statement on Form S-8 is being filed to register 500,000
additional  shares of Common Stock,  $.01 par value,  of First Albany  Companies
Inc. (the  "Company") for issuance  under the First Albany  Companies Inc. Stock
Bonus Plan. The contents of the Company's  Registration  Statements on Form S-8,
Registration  No. 33- 52153 and No. 33-59855 are hereby  incorporated  herein by
reference.


<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 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 23rd day of
December 1996.

                                       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 500,000
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.




                                       -2-

<PAGE>



               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 23rd day of December 1996.

        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/Walter Fiederowicz                              Director
--------------------------
Walter Fiederowicz


/s/ Hugh A. Johnson                                Director and Senior Vice
--------------------------                         President
Hugh A. Johnson   

/s/ Daniel V. McNamee, III                         Director
--------------------------
Daniel V. McNamee, III


/s/ Charles L. Schwager                            Director
--------------------------
Charles L. Schwager


/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

                                       -3-

<PAGE>



authorized in the City of Albany, State of New York, on the 23rd day of December
1996.



                                       FIRST ALBANY COMPANIES INC.
                                       STOCK BONUS PLAN


                                       By: /s/ George C. McNamee
                                          ----------------------
                                          George C. McNamee
                                          Member of the Administrative
                                          Committee

                                       -4-

<PAGE>




           -----------------------------------------------------------

           -----------------------------------------------------------


                       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)




           -----------------------------------------------------------

           -----------------------------------------------------------
<PAGE>


                           First Albany Companies Inc.
                                 --------------

                                  Exhibit Index


Exhibit                                                               Sequential
Number                           Description                         Page Number
-------                          -----------                         -----------

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.

23(a)    -    Consent of Coopers & Lybrand  L.L.P.,  independent
              certified public accountants.

23(b)    -    Consent of Counsel  (contained  in the  Opinion of
              the  Company's   General  Counsel,   Exhibit  5(a)
              hereto).

24(b)    -    Power of  Attorney  (set forth on  signature  page
              hereof).


------------------

*  Incorporated by reference.

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 11075}]
{"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": "333-18645", "film-number": "96685288"}, "business-address": {"street1": "41 STATE ST", "city": "ALBANY", "state": "NY", "zip": "12207", "phone": "5184478500"}, "mail-address": {"street1": "41 STATE ST", "city": "ALBANY", "state": "NY", "zip": "12207"}}
As filed with the Securities and Exchange Commission on December 23, 1996
                                                   Registration No. 333-[______]

                       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.)

                                 30 South Pearl
                             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.
                                 30 South Pearl
                             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 price aggregate offering registration
to be registered (1)   registered per share(2)        price(2)         fee(2)
--------------------------------------------------------------------------------
Common Stock, par value   500,000   $9.63           $4,815,000.00    $1,459.09 
  $.01 per share

================================================================================

(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  average of the reported  high and low prices for First  Albany
    Companies  Inc.'s  Common  Stock on the  NASDAQ  National  Market  System on
    December 20, 1996.
STATEMENT PURSUANT
                                       TO
                              GENERAL INSTRUCTION E

               Pursuant to and as  permitted  by General  Instruction  E to Form
S-8, this Registration  Statement on Form S-8 is being filed to register 500,000
additional  shares of Common Stock,  $.01 par value,  of First Albany  Companies
Inc. (the  "Company") for issuance  under the First Albany  Companies Inc. Stock
Bonus Plan. The contents of the Company's  Registration  Statements on Form S-8,
Registration  No. 33- 52153 and No. 33-59855 are hereby  incorporated  herein by
reference.
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 23rd day of
December 1996.

                                       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 500,000
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.

                                       -2-
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 23rd day of December 1996.

        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/Walter Fiederowicz                              Director
--------------------------
Walter Fiederowicz

/s/ Hugh A. Johnson                                Director and Senior Vice
--------------------------                         President
Hugh A. Johnson   

/s/ Daniel V. McNamee, III                         Director
--------------------------
Daniel V. McNamee, III

/s/ Charles L. Schwager                            Director
--------------------------
Charles L. Schwager

/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

                                       -3-
authorized in the City of Albany, State of New York, on the 23rd day of December
1996.

                                       FIRST ALBANY COMPANIES INC.
                                       STOCK BONUS PLAN

                                       By: /s/ George C. McNamee
                                          ----------------------
                                          George C. McNamee
                                          Member of the Administrative
                                          Committee

                                       -4-
-----------------------------------------------------------

           -----------------------------------------------------------

                       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
-------                          -----------                         -----------

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.

23(a)    -    Consent of Coopers & Lybrand  L.L.P.,  independent
              certified public accountants.

23(b)    -    Consent of Counsel  (contained  in the  Opinion of
              the  Company's   General  Counsel,   Exhibit  5(a)
              hereto).

24(b)    -    Power of  Attorney  (set forth on  signature  page
              hereof).

------------------

*  Incorporated by reference.