<PAGE>
                                                    Registration No. 333-[_____]

             As filed with the Securities and Exchange Commission on May 3, 2002

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933


                           FIRST ALBANY COMPANIES INC.
               (Exact name of issuer as specified in its charter)

         New York                                           22-2655804
     (State or Other                                     (I.R.S. Employer
     Jurisdiction of                                    Identification No.)
      Incorporation)
                               30 South Pearl Street
                               Albany, New York 12207

                      (Address of principal executive offices)

                           FIRST ALBANY COMPANIES INC.
                     DEFERRED COMPENSATION PLAN (NON-ERISA)

                              (Full title of Plan)

                              Stephen P. Wink, Esq.
                          General Counsel and Secretary
                           First Albany Companies Inc.
                              30 South Pearl Street
                             Albany, New York 12207
                                 (518) 447-8500
            (Name, address and telephone number of agent for service)

                                   Copies to:
                             Pillsbury Winthrop LLP
                             One Battery Park Plaza
                            New York, New York 10004
                                 (212) 858-1000
                        Attention: Susan P. Serota, Esq.


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                Amount to         Proposed            Proposed              Amount of
                                                   be              Maximum             Maximum            Registration
Title of Securities to                          Registered        Offering            Aggregate              Fee (6)
be Registered                                      Share            Price             Price Per             Offering
-------------                                      -----            -----             ---------             --------
<S>                                          <C>                  <C>               <C>                     <C>
Deferred Compensation Obligations (1)        $ 6,750,000.00 (2)     100%            $6,750,000.00 (5)       $    621.00

Common Stock, par value $.01 per share       375,000 shares (3)   $6.55 (4)        $ 2,456,250.00           $         0
</TABLE>

(1) The Deferred Compensation Obligations are unsecured obligations of First
Albany Companies Inc. to pay deferred compensation in the future in accordance
with the terms of the First Albany Companies Inc. Deferred Compensation Plan
(Non-ERISA) (the "Plan").

(2) The $6,750,000 amount to be registered represents $5,000,000.00 in Deferred
Compensation Obligations attributable to compensation deferrals by participants
under the Plan and $1,750,000.00 in Deferred Compensation Obligations
attributable to employer contributions under the Plan.

(3) This Registration Statement shall be deemed to cover additional securities
to be issued in connection with, or as the result of, stock splits, stock
dividends or similar transactions. The 375,000 shares to be registered represent
shares that will be paid to Plan participants in satisfaction of certain
Deferred Compensation Obligations that are payable in shares of First Albany
Companies Inc. Common Stock under the terms of the Plan. Of the 375,000 shares
to be registered, 125,000 shares represent shares payable in satisfaction of
Deferred Compensation Obligations attributable to participant compensation
deferrals under the Plan and 250,000 shares represent shares payable in
satisfaction of Deferred Compensation Obligations attributable to employer
contributions under the Plan.

<PAGE>

4. Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of 1933, the
proposed maximum offering price per share is based on the reported average of
the high and low prices for First Albany Companies Inc. Common Stock on the
NASDAQ National Market System on April 29, 2002.

5. Estimated solely for purposes of determining the registration fee.

6. Pursuant to Rule 457(i), the registration fee is calculated solely on the
basis of the proposed offering price of the Deferred Compensation Obligations,
which may convert to and be payable in shares of First Albany Companies Inc.
Common Stock at distribution under the terms of the Plan.


                                    PART I

      A prospectus setting forth the information required by Part I of Form S-8
will be sent or given to plan participants as specified by Rule 428(b)(1)(i).

                                    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:

      1.    The Company's Annual Report on Form 10-K for the fiscal year ended
            December 31, 2001, as filed with the Commission on April 1, 2002.

      2.    Description of the Company's Common Stock, par value $0.01 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.



                                       2
<PAGE>
ITEM 4.  DESCRIPTION OF SECURITIES.

      The securities being registered under this registration statement consist
of (1) obligations (the "Obligations") of the Company to pay compensation
deferred by eligible employees, employer matching contributions on such
compensation deferrals and discretionary employer contributions, under the terms
of the First Albany Companies Inc. Deferred Compensation Plan (Non-ERISA) (the
"Plan") and (2) shares of Common Stock, par value $0.01 of the Company with
which certain of the Obligations shall be paid upon distribution. A description
of the Company's Common Stock is incorporated by reference in this Registration
Statement pursuant to Item 3 above. A description of the Obligations follows.

      Subject to the provisions of the Plan, an eligible employee (a
"Participant") may enter into an agreement with the Company providing for the
deferral of the payment of a specified portion or amount of compensation payable
by the Company to the Participant. A Participant's deferrals are credited to a
record keeping account maintained by the Company in the name of the Participant.
The Company may, at its discretion, credit the account of a Participant with
Company matching contributions and/or discretionary Company contributions in
such amounts and at such times as may be determined by the Company. Each
Participant account will be periodically adjusted to reflect the investment
experience of one or more investment benchmarks designated under the Plan and
selected by the Participant, including the Company's Common Stock. A Participant
will become vested in the amount of any earnings credited to his or her account,
and the amount of any Company matching contributions and discretionary
contributions, in accordance with the applicable vesting schedule established by
the Company for such purposes. The vested balance credited to a Participant
account will be paid upon the Participant's elected distribution date, which may
be the April 15th following the end of either the 3rd, 4th or 5th year following
the year the deferral was made. Depending on the applicable terms of the Plan
and the Participant's payment election, payment of such vested balance may be
made in a lump sum or in substantially equal annual installments ending no later
than the April 15 following the end of the 5th year following the year the
deferral was made. Payments of vested balances that are valued according to the
Company Stock investment benchmark shall be made in shares of Company Common
Stock; all other payments shall be made in cash. The Company reserves the right
to accelerate the payment of any Participant's vested balance in the event of a
termination of the Plan. In addition, the Company may delay the payment of a
Participant's vested amounts under certain circumstances, such as when the
Participant has allocated such amounts to a restricted investment benchmark
offered under the Plan or as otherwise provided in the New York Stock Exchange
Subordination Agreement (the "Subordination Agreement") that each Participant
must sign as a condition to participation in the Plan. A Participant's rights to
and under the Obligations cannot be assigned, alienated, sold, garnished,
transferred, pledged or encumbered, except by way of transfer to the employee's
beneficiary or estate upon the Participant's death, pursuant to the terms of the
Plan.

      The Obligations are unsecured general obligations of the Company which,
under the terms of the Subordination Agreement, are subordinate in rank to other
unsecured and unsubordinated indebtedness of the Company that may be outstanding
from time to time. No sinking fund has or will be established with respect to
the Obligations. The Obligations are not subject to redemption, in whole or in
part, prior to the payment dates applicable under the Plan and with the
exception of the portion of those Obligations that are payable in shares of
Common


                                       3
<PAGE>
Stock of the Company, Obligations are not convertible into another security of
the Company. The Company reserves the right to amend or terminate the Plans at
any time, except that no such amendment or termination shall adversely affect
the rights of Participants with respect to amounts deferred prior to such
amendment or termination. In the event a Plan is terminated, the Company may
decide, in its sole discretion, to either pay the Obligations as they come due
in accordance with the Participants' initial elections or accelerate the payment
of the Obligations.

      Except as stated above, the Obligations do not enjoy the benefit of any
affirmative or negative pledges or covenants by the Company. The Company may
establish a grantor trust to fund the payment of the Obligations, but the
Company retains discretion to determine whether such a trust will be established
and, if so, the amount and timing of any contributions to the trust. The assets
of the trust will remain subject to the claims of the Company's creditors. The
trustee of the trust will be required to administer the trust in accordance with
its terms, but the trustee's obligations and authority are limited to the
amounts which may be held in the trust from time to time and the trustee may be
subject to the direction of the Company with respect to the payment Obligations.
Accordingly, the trustee of the trust does not have any independent obligation
or authority to act on behalf of any Participant or Beneficiary and each
Participant and Beneficiary will be responsible for acting on his or her own
behalf with respect to, among other things, the giving of notices, responding to
requests for consents, waivers or amendments, enforcing covenants and taking
action upon default.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      The legality of the securities offered pursuant to this registration
statement has been passed upon for the Company by Stephen P. Wink, General
Counsel and Secretary of the Company, 30 South Pearl Street, Albany, New York
12207. Mr. Wink is the beneficial owner of shares (and options to purchase
shares) of Common Stock of the Company.

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.

      See Exhibit Index attached.

                                       4
<PAGE>

ITEM 9.  UNDERTAKINGS.

      The Company hereby undertakes:

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

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

      (c) 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; and

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

      Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the 1933 Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company 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 1933 Act and
will be governed by the final adjudication of such issue.

                                       5
<PAGE>


                                   SIGNATURES

      Pursuant to the requirements of the 1933 Act, the Company 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, and the State of New York, on the 30th day of April, 2002.

                                     FIRST ALBANY COMPANIES INC.


                                     By: /s/ George C. McNamee
                                         ----------------------------------
                                           George C. McNamee,
                                           Chairman, Co-Chief Executive Officer
                                           and Director

                                       6
<PAGE>

                                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
   $6,750,000.00 principle amount of Obligations and 375,000 shares of Common
   Stock, par value $.01, 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.


                                       7
<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 on the 30th day of April, 2002:

<TABLE>
<CAPTION>
         Signature                                       Title
         ---------                                       -----
<S>                                         <C>
   /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/ Steven R. Jenkins                     Chief Financial Officer
   --------------------------                (Principal Accounting Officer)
      Steven R. Jenkins

   --------------------------                Director
      Peter Barton

   --------------------------                Director
      J. Anthony Boeckh

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

   --------------------------                Director and Senior Vice
      Hugh A. Johnson, Jr.                   President

   /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
</TABLE>

                                       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.
                            DEFERRED COMPENSATION PLAN
                                   (NON-ERISA)
                           (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
<TABLE>
<CAPTION>
Number      Description
------      -----------
<S>         <C>
  4(a)  -   Amended and Restated Certificate of Incorporation of First Albany
            Companies Inc. (Designated in Form 10-Q filed for the quarter ended
            June 26, 1998 as Exhibit 3(i)).*

  4(b)  -   Amendment to Certificate of Incorporation of First Albany Companies
            Inc. (Filed as Appendix B to Proxy Statement on Schedule 14A dated
            May 2, 2000).*

  4(c)  -   Amended and Restated Bylaws of First Albany Companies Inc.
            (Designated in Form 10-Q filed for the quarter ended June 26, 1998
            as Exhibit 3(ii)).*

  4(d)  -   Specimen Certificate of Common Stock, par value $.01 per share,
            (Filed as Exhibit No. 4 to Registration Statement No. 33-1353).*

  4(e)  -   First Albany Companies Inc. Deferred Compensation Plan (Non-ERISA).

  5(a)  -   Opinion of the Company's General Counsel as to the legality of
            securities offered under the Plan.

 23(a)  -   Consent of PricewaterhouseCoopers LLP.

 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 the signature page hereof).
</TABLE>


*  Incorporated by reference.
[{"type": "S-8", "sequence": "1", "filename": "y60240s-8.txt", "description": "FIRST ALBANY COMPANIES INC.", "secsgml_size_bytes": 23572}]
{"company-data": {"conformed-name": "FIRST ALBANY COMPANIES INC", "cik": "0000782842", "assigned-sic": "6211", "irs-number": "222655804", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-87476", "film-number": "02632945"}, "business-address": {"street1": "30 S PEARL ST", "city": "ALBANY", "state": "NY", "zip": "12207", "phone": "5184478673"}, "mail-address": {"street1": "30 S. PEARL STREET", "city": "ALBANY", "state": "NY", "zip": "12207"}}
Registration No. 333-[_____]

             As filed with the Securities and Exchange Commission on May 3, 2002

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                           FIRST ALBANY COMPANIES INC.
               (Exact name of issuer as specified in its charter)

         New York                                           22-2655804
     (State or Other                                     (I.R.S. Employer
     Jurisdiction of                                    Identification No.)
      Incorporation)
                               30 South Pearl Street
                               Albany, New York 12207

                      (Address of principal executive offices)

                           FIRST ALBANY COMPANIES INC.
                     DEFERRED COMPENSATION PLAN (NON-ERISA)

                              (Full title of Plan)

                              Stephen P. Wink, Esq.
                          General Counsel and Secretary
                           First Albany Companies Inc.
                              30 South Pearl Street
                             Albany, New York 12207
                                 (518) 447-8500
            (Name, address and telephone number of agent for service)

                                   Copies to:
                             Pillsbury Winthrop LLP
                             One Battery Park Plaza
                            New York, New York 10004
                                 (212) 858-1000
                        Attention: Susan P. Serota, Esq.

                         CALCULATION OF REGISTRATION FEE
Amount to         Proposed            Proposed              Amount of
                                                   be              Maximum             Maximum            Registration
Title of Securities to                          Registered        Offering            Aggregate              Fee (6)
be Registered                                      Share            Price             Price Per             Offering
-------------                                      -----            -----             ---------             --------
Deferred Compensation Obligations (1)        $ 6,750,000.00 (2)     100%            $6,750,000.00 (5)       $    621.00

Common Stock, par value $.01 per share       375,000 shares (3)   $6.55 (4)        $ 2,456,250.00           $         0
(1) The Deferred Compensation Obligations are unsecured obligations of First
Albany Companies Inc. to pay deferred compensation in the future in accordance
with the terms of the First Albany Companies Inc. Deferred Compensation Plan
(Non-ERISA) (the "Plan").

(2) The $6,750,000 amount to be registered represents $5,000,000.00 in Deferred
Compensation Obligations attributable to compensation deferrals by participants
under the Plan and $1,750,000.00 in Deferred Compensation Obligations
attributable to employer contributions under the Plan.

(3) This Registration Statement shall be deemed to cover additional securities
to be issued in connection with, or as the result of, stock splits, stock
dividends or similar transactions. The 375,000 shares to be registered represent
shares that will be paid to Plan participants in satisfaction of certain
Deferred Compensation Obligations that are payable in shares of First Albany
Companies Inc. Common Stock under the terms of the Plan. Of the 375,000 shares
to be registered, 125,000 shares represent shares payable in satisfaction of
Deferred Compensation Obligations attributable to participant compensation
deferrals under the Plan and 250,000 shares represent shares payable in
satisfaction of Deferred Compensation Obligations attributable to employer
contributions under the Plan.
4. Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of 1933, the
proposed maximum offering price per share is based on the reported average of
the high and low prices for First Albany Companies Inc. Common Stock on the
NASDAQ National Market System on April 29, 2002.

5. Estimated solely for purposes of determining the registration fee.

6. Pursuant to Rule 457(i), the registration fee is calculated solely on the
basis of the proposed offering price of the Deferred Compensation Obligations,
which may convert to and be payable in shares of First Albany Companies Inc.
Common Stock at distribution under the terms of the Plan.

                                    PART I

      A prospectus setting forth the information required by Part I of Form S-8
will be sent or given to plan participants as specified by Rule 428(b)(1)(i).

                                    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:

      1.    The Company's Annual Report on Form 10-K for the fiscal year ended
            December 31, 2001, as filed with the Commission on April 1, 2002.

      2.    Description of the Company's Common Stock, par value $0.01 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.

                                       2
ITEM 4.  DESCRIPTION OF SECURITIES.

      The securities being registered under this registration statement consist
of (1) obligations (the "Obligations") of the Company to pay compensation
deferred by eligible employees, employer matching contributions on such
compensation deferrals and discretionary employer contributions, under the terms
of the First Albany Companies Inc. Deferred Compensation Plan (Non-ERISA) (the
"Plan") and (2) shares of Common Stock, par value $0.01 of the Company with
which certain of the Obligations shall be paid upon distribution. A description
of the Company's Common Stock is incorporated by reference in this Registration
Statement pursuant to Item 3 above. A description of the Obligations follows.

      Subject to the provisions of the Plan, an eligible employee (a
"Participant") may enter into an agreement with the Company providing for the
deferral of the payment of a specified portion or amount of compensation payable
by the Company to the Participant. A Participant's deferrals are credited to a
record keeping account maintained by the Company in the name of the Participant.
The Company may, at its discretion, credit the account of a Participant with
Company matching contributions and/or discretionary Company contributions in
such amounts and at such times as may be determined by the Company. Each
Participant account will be periodically adjusted to reflect the investment
experience of one or more investment benchmarks designated under the Plan and
selected by the Participant, including the Company's Common Stock. A Participant
will become vested in the amount of any earnings credited to his or her account,
and the amount of any Company matching contributions and discretionary
contributions, in accordance with the applicable vesting schedule established by
the Company for such purposes. The vested balance credited to a Participant
account will be paid upon the Participant's elected distribution date, which may
be the April 15th following the end of either the 3rd, 4th or 5th year following
the year the deferral was made. Depending on the applicable terms of the Plan
and the Participant's payment election, payment of such vested balance may be
made in a lump sum or in substantially equal annual installments ending no later
than the April 15 following the end of the 5th year following the year the
deferral was made. Payments of vested balances that are valued according to the
Company Stock investment benchmark shall be made in shares of Company Common
Stock; all other payments shall be made in cash. The Company reserves the right
to accelerate the payment of any Participant's vested balance in the event of a
termination of the Plan. In addition, the Company may delay the payment of a
Participant's vested amounts under certain circumstances, such as when the
Participant has allocated such amounts to a restricted investment benchmark
offered under the Plan or as otherwise provided in the New York Stock Exchange
Subordination Agreement (the "Subordination Agreement") that each Participant
must sign as a condition to participation in the Plan. A Participant's rights to
and under the Obligations cannot be assigned, alienated, sold, garnished,
transferred, pledged or encumbered, except by way of transfer to the employee's
beneficiary or estate upon the Participant's death, pursuant to the terms of the
Plan.

      The Obligations are unsecured general obligations of the Company which,
under the terms of the Subordination Agreement, are subordinate in rank to other
unsecured and unsubordinated indebtedness of the Company that may be outstanding
from time to time. No sinking fund has or will be established with respect to
the Obligations. The Obligations are not subject to redemption, in whole or in
part, prior to the payment dates applicable under the Plan and with the
exception of the portion of those Obligations that are payable in shares of
Common

                                       3
Stock of the Company, Obligations are not convertible into another security of
the Company. The Company reserves the right to amend or terminate the Plans at
any time, except that no such amendment or termination shall adversely affect
the rights of Participants with respect to amounts deferred prior to such
amendment or termination. In the event a Plan is terminated, the Company may
decide, in its sole discretion, to either pay the Obligations as they come due
in accordance with the Participants' initial elections or accelerate the payment
of the Obligations.

      Except as stated above, the Obligations do not enjoy the benefit of any
affirmative or negative pledges or covenants by the Company. The Company may
establish a grantor trust to fund the payment of the Obligations, but the
Company retains discretion to determine whether such a trust will be established
and, if so, the amount and timing of any contributions to the trust. The assets
of the trust will remain subject to the claims of the Company's creditors. The
trustee of the trust will be required to administer the trust in accordance with
its terms, but the trustee's obligations and authority are limited to the
amounts which may be held in the trust from time to time and the trustee may be
subject to the direction of the Company with respect to the payment Obligations.
Accordingly, the trustee of the trust does not have any independent obligation
or authority to act on behalf of any Participant or Beneficiary and each
Participant and Beneficiary will be responsible for acting on his or her own
behalf with respect to, among other things, the giving of notices, responding to
requests for consents, waivers or amendments, enforcing covenants and taking
action upon default.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      The legality of the securities offered pursuant to this registration
statement has been passed upon for the Company by Stephen P. Wink, General
Counsel and Secretary of the Company, 30 South Pearl Street, Albany, New York
12207. Mr. Wink is the beneficial owner of shares (and options to purchase
shares) of Common Stock of the Company.

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.

      See Exhibit Index attached.

                                       4
ITEM 9.  UNDERTAKINGS.

      The Company hereby undertakes:

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

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

      (c) 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; and

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

      Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the 1933 Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company 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 1933 Act and
will be governed by the final adjudication of such issue.

                                       5
SIGNATURES

      Pursuant to the requirements of the 1933 Act, the Company 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, and the State of New York, on the 30th day of April, 2002.

                                     FIRST ALBANY COMPANIES INC.

                                     By: /s/ George C. McNamee
                                         ----------------------------------
                                           George C. McNamee,
                                           Chairman, Co-Chief Executive Officer
                                           and Director

                                       6
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
   $6,750,000.00 principle amount of Obligations and 375,000 shares of Common
   Stock, par value $.01, 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.

                                       7
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 on the 30th day of April, 2002:
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/ Steven R. Jenkins                     Chief Financial Officer
   --------------------------                (Principal Accounting Officer)
      Steven R. Jenkins

   --------------------------                Director
      Peter Barton

   --------------------------                Director
      J. Anthony Boeckh

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

   --------------------------                Director and Senior Vice
      Hugh A. Johnson, Jr.                   President

   /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
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.
                            DEFERRED COMPENSATION PLAN
                                   (NON-ERISA)
                           (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
Number      Description
------      -----------
4(a)  -   Amended and Restated Certificate of Incorporation of First Albany
            Companies Inc. (Designated in Form 10-Q filed for the quarter ended
            June 26, 1998 as Exhibit 3(i)).*

  4(b)  -   Amendment to Certificate of Incorporation of First Albany Companies
            Inc. (Filed as Appendix B to Proxy Statement on Schedule 14A dated
            May 2, 2000).*

  4(c)  -   Amended and Restated Bylaws of First Albany Companies Inc.
            (Designated in Form 10-Q filed for the quarter ended June 26, 1998
            as Exhibit 3(ii)).*

  4(d)  -   Specimen Certificate of Common Stock, par value $.01 per share,
            (Filed as Exhibit No. 4 to Registration Statement No. 33-1353).*

  4(e)  -   First Albany Companies Inc. Deferred Compensation Plan (Non-ERISA).

  5(a)  -   Opinion of the Company's General Counsel as to the legality of
            securities offered under the Plan.

 23(a)  -   Consent of PricewaterhouseCoopers LLP.

 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 the signature page hereof).
*  Incorporated by reference.