<PAGE>   1
                                                      Registration No. 333-[___]

As filed with the Securities and Exchange Commission on May 23, 2000
--------------------------------------------------------------------------------
                       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)

<TABLE>
<S>                                                  <C>
                  New York                                         22-2655804
(State or Other Jurisdiction of Incorporation)       (I.R.S. Employer Identification No.)
</TABLE>

                              30 South Pearl Street
                             Albany, New York 12207
                    (Address of principal executive offices)

                          FIRST ALBANY COMPANIES INC.
                  DEFERRED COMPENSATION PLAN FOR KEY EMPLOYEES
                              (Full title of Plan)

                              Stephen P. Wink, Esq.
                    Senior Vice President and General Counsel
                           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:
                       Winthrop, Stimson, Putnam & Roberts
                             One Battery Park Plaza
                            New York, New York 10004
                                 (212) 858-1000
                        Attention: Susan P. Serota, Esq.

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================================
                                                           Proposed Maximum      Proposed Maximum
Title of Securities                   Amount to be         Offering Price Per    Aggregate Offering    Amount of
to be Registered                      Registered           Share                 Price                 Registration Fee(5)
---------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                  <C>                   <C>                   <C>
Deferred Compensation Obligations(1)  $9,000,000.00        100%                  $9,000,000.00(4)      $2,376.00

Common Stock, par value $.01 per
share                                 250,000 shares(2)    $20.78125(3)          $5,195,312.50         $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 For
Key Employees.

2      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.

3.     Pursuant to Rule 457(h) and Rule 457(c) 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 May 19, 2000.

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

5.     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 First Albany Companies Inc. Common Stock at distribution.



<PAGE>   2

                                     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, 1999.

         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.

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 under



                                       2
<PAGE>   3

the terms of the First Albany Companies Inc. Deferred Compensation Plan For Key
Employees (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 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 Plans 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, 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 earliest of (i) termination of the
Participant's employment or (ii) the Participant's elected distribution date,
which may be the April 15 following the end of either the 5th, 6th, 7th, 8th,
9th or 10th 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 10th
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 Plans and with the
exception of the portion those Obligations that are payable in shares of Common
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



                                       3
<PAGE>   4

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, Senior Vice
President and General Counsel 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>   5

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>   6

                                   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 10th day of May, 2000.

                                              FIRST ALBANY COMPANIES INC.

                                              By: /s/ George C. McNamee
                                                  ---------------------
                                                  George C. McNamee,
                                                  Chairman of the Board



                                       6
<PAGE>   7


                                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 $9,000,000.00 principle amount
of Obligations and 250,000 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>   8




         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 10th day of May, 2000:


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 Financial and
   Steven R. Jenkins                          Accounting Officer)


/s/ Peter Barton                              Director
----------------
   Peter Barton


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


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


/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
<PAGE>   9

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

4(d)   -        First Albany Companies Inc. Deferred Compensation Plan For
                Key Employees.

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.
[{"type": "S-8", "sequence": "1", "description": "FIRST ALBANY COMPANIES INC.", "secsgml_size_bytes": 22129}]
{"company-data": {"conformed-name": "FIRST ALBANY COMPANIES INC", "cik": "0000782842", "assigned-sic": "6211", "irs-number": "141391446", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37640", "film-number": "642105"}, "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"}}
1
                                                      Registration No. 333-[___]

As filed with the Securities and Exchange Commission on May 23, 2000
--------------------------------------------------------------------------------
                       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 Jurisdiction of Incorporation)       (I.R.S. Employer Identification No.)
30 South Pearl Street
                             Albany, New York 12207
                    (Address of principal executive offices)

                          FIRST ALBANY COMPANIES INC.
                  DEFERRED COMPENSATION PLAN FOR KEY EMPLOYEES
                              (Full title of Plan)

                              Stephen P. Wink, Esq.
                    Senior Vice President and General Counsel
                           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:
                       Winthrop, Stimson, Putnam & Roberts
                             One Battery Park Plaza
                            New York, New York 10004
                                 (212) 858-1000
                        Attention: Susan P. Serota, Esq.

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

                         CALCULATION OF REGISTRATION FEE
===========================================================================================================================
                                                           Proposed Maximum      Proposed Maximum
Title of Securities                   Amount to be         Offering Price Per    Aggregate Offering    Amount of
to be Registered                      Registered           Share                 Price                 Registration Fee(5)
---------------------------------------------------------------------------------------------------------------------------
Deferred Compensation Obligations(1)  $9,000,000.00        100%                  $9,000,000.00(4)      $2,376.00

Common Stock, par value $.01 per
share                                 250,000 shares(2)    $20.78125(3)          $5,195,312.50         $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 For
Key Employees.

2      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.

3.     Pursuant to Rule 457(h) and Rule 457(c) 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 May 19, 2000.

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

5.     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 First Albany Companies Inc. Common Stock at distribution.
2

                                     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, 1999.

         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.

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 under

                                       2
3

the terms of the First Albany Companies Inc. Deferred Compensation Plan For Key
Employees (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 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 Plans 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, 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 earliest of (i) termination of the
Participant's employment or (ii) the Participant's elected distribution date,
which may be the April 15 following the end of either the 5th, 6th, 7th, 8th,
9th or 10th 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 10th
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 Plans and with the
exception of the portion those Obligations that are payable in shares of Common
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

                                       3
4

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, Senior Vice
President and General Counsel 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
5

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
6

                                   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 10th day of May, 2000.

                                              FIRST ALBANY COMPANIES INC.

                                              By: /s/ George C. McNamee
                                                  ---------------------
                                                  George C. McNamee,
                                                  Chairman of the Board

                                       6
7

                                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 $9,000,000.00 principle amount
of Obligations and 250,000 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
8

         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 10th day of May, 2000:

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 Financial and
   Steven R. Jenkins                          Accounting Officer)

/s/ Peter Barton                              Director
----------------
   Peter Barton

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

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

/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
9

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

4(d)   -        First Albany Companies Inc. Deferred Compensation Plan For
                Key Employees.

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.