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.


<TABLE>
<CAPTION>
                        CALCULATION OF REGISTRATION FEE
====================================================================================================================================

                                                                 Proposed                 Proposed
                                        Amount                   maximum                  maximum                  Amount of
     Title of securities                to be                 offering price         aggregate offering           registration
     to be registered <F1>            registered                per share<F2>              price<F2>                  fee<F2>

- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                        <C>                    <C>                        <C> 
Common Stock, par value                 300,000                    $7.75                  $2,325,000                 $805.00
  $.01 per share

====================================================================================================================================
<FN>
<F1> 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.

<F2> 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 May 30, 1995.
</FN>
</TABLE>


<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 300,000 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  Statement on Form S-8, Registration
No. 33- 52153 are hereby  incorporated  herein by reference except to the extent
modified herein.



                                     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 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 30, 1994.

     (b) The First Albany  Companies  Inc.  Stock Bonus Plan's  Annual Report on
Form 11-K for the fiscal year ended December 31, 1994.

     (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.




<PAGE>



     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 30, 1994
and September  24, 1993  and  the  consolidated  statements  of  income, changes
in stockholders' equity, and cash flows for  each  of  the  three  years in  the

                                      -2-

<PAGE>



period  ended  September  30,  1994  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, 1994 and 1993 and the  statements  of
changes in net assets available for plan benefits for each of the three years in
the  period  ended  December  31,  1994,   incorporated  by  reference  in  this
registration  statement have been incorporated herein in reliance on the reports
of Coopers & Lybrand L.L.P.,  independent certified public  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. (Designated  in
                           Registration Statement No.33-52153 as Exhibit 4(b)).*

 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 letter stating
                           that the First Albany Companies Inc. Stock Bonus Plan
- --------
*    Incorporated by reference.

                                      -3-

<PAGE>



                           is qualified under Section  401(a)  of  the  Internal
                           Revenue Code  of  1986,  as  amended  (Designated  in
                           Registration    Statement   No.33-52153   as  Exhibit
                           5(b)).*

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

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

 24(a)            -        Certified resolutions of the  Board  of Directors  of
                           First  Albany  Companies  Inc. relating  to  Power of
                           Attorney set forth on signature page hereof.

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


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

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

* Incorporated by reference.

                                      -4-

<PAGE>


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.




                                      -5-

<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 2nd day of
June, 1995.

                                                     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.




                                      -6-

<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 2nd day of June, 1995.

        Signature                                              Title
        ---------                                              -----
       
 /s/ GEORGE C. McNAMEE                             Director, Chairman and
   George C. McNamee                               Co-Chief Executive Officer
                                                   (Principal Executive Officer)

 /s/ ALAN P. GOLDBERG                              Director, President and
   Alan P. Goldberg                                Co-Chief Executive Officer


 /s/ DAVID J. CUNNINGHAM                           Vice President and Chief
   David J. Cunningham                             Financial Officer (Principal
                                                   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
   Hugh A. Johnson                                 President


 /s/ DANIEL V. McNAMEE, III                        Director
   Daniel V. McNamee, III


                                                   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

                                      -7-

<PAGE>



undersigned, thereunto duly authorized in the City of Albany, State of New York,
on the 2nd day of June, 1995.

                                                 FIRST ALBANY COMPANIES INC.
                                                 STOCK BONUS PLAN


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

                                      -8-

<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
- ------                             -----------                        ----


 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.              *
                        (Designated in Registration Statement No.
                        33-52153 as Exhibit 4(b)).

 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             *
                        letter   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  (Designated  in
                        Registration   Statement   No.   33-52153  as
                        Exhibit 5(b)).

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

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

 24(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.

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


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

*  Incorporated by reference.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23533}]
{"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": "033-59855", "film-number": "95544836"}, "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"}}
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 price         aggregate offering           registration
     to be registered
registered                per share
price
fee
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value                 300,000                    $7.75                  $2,325,000                 $805.00
  $.01 per share

====================================================================================================================================
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.
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 May 30, 1995.
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 300,000 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  Statement on Form S-8, Registration
No. 33- 52153 are hereby  incorporated  herein by reference except to the extent
modified herein.

                                     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 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 30, 1994.

     (b) The First Albany  Companies  Inc.  Stock Bonus Plan's  Annual Report on
Form 11-K for the fiscal year ended December 31, 1994.

     (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 30, 1994
and September  24, 1993  and  the  consolidated  statements  of  income, changes
in stockholders' equity, and cash flows for  each  of  the  three  years in  the

                                      -2-
period  ended  September  30,  1994  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, 1994 and 1993 and the  statements  of
changes in net assets available for plan benefits for each of the three years in
the  period  ended  December  31,  1994,   incorporated  by  reference  in  this
registration  statement have been incorporated herein in reliance on the reports
of Coopers & Lybrand L.L.P.,  independent certified public  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. (Designated  in
                           Registration Statement No.33-52153 as Exhibit 4(b)).*

 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 letter stating
                           that the First Albany Companies Inc. Stock Bonus Plan
- --------
*    Incorporated by reference.

                                      -3-
is qualified under Section  401(a)  of  the  Internal
                           Revenue Code  of  1986,  as  amended  (Designated  in
                           Registration    Statement   No.33-52153   as  Exhibit
                           5(b)).*

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

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

 24(a)            -        Certified resolutions of the  Board  of Directors  of
                           First  Albany  Companies  Inc. relating  to  Power of
                           Attorney set forth on signature page hereof.

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

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

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

* Incorporated by reference.

                                      -4-
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.

                                      -5-
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 2nd day of
June, 1995.

                                                     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.

                                      -6-
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 2nd day of June, 1995.

        Signature                                              Title
        ---------                                              -----
       
 /s/ GEORGE C. McNAMEE                             Director, Chairman and
   George C. McNamee                               Co-Chief Executive Officer
                                                   (Principal Executive Officer)

 /s/ ALAN P. GOLDBERG                              Director, President and
   Alan P. Goldberg                                Co-Chief Executive Officer

 /s/ DAVID J. CUNNINGHAM                           Vice President and Chief
   David J. Cunningham                             Financial Officer (Principal
                                                   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
   Hugh A. Johnson                                 President

 /s/ DANIEL V. McNAMEE, III                        Director
   Daniel V. McNamee, III

                                                   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

                                      -7-
undersigned, thereunto duly authorized in the City of Albany, State of New York,
on the 2nd day of June, 1995.

                                                 FIRST ALBANY COMPANIES INC.
                                                 STOCK BONUS PLAN

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

                                      -8-
===========================================================

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

 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.              *
                        (Designated in Registration Statement No.
                        33-52153 as Exhibit 4(b)).

 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             *
                        letter   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  (Designated  in
                        Registration   Statement   No.   33-52153  as
                        Exhibit 5(b)).

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

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

 24(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.

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

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

*  Incorporated by reference.