<PAGE>

       As filed with the Securities and Exchange Commission on May 6, 2005
                                                           REGISTRATION NO. 333-
================================================================================

                       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 REGISTRANT AS SPECIFIED IN ITS CHARTER)

             NEW YORK                                  22-2655804
 (STATE OR OTHER JURISDICTION OF            (I.R.S. EMPLOYER IDENTIFICATION
  INCORPORATION OR ORGANIZATION)                        NUMBER)

                                  677 BROADWAY
                           ALBANY, NEW YORK 12207-2990
                                 (518) 447-8500
              (ADDRESS OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                           FIRST ALBANY COMPANIES INC.
                2005 DEFERRED COMPENSATION PLAN FOR KEY EMPLOYEES

                            (FULL TITLE OF THE PLANS)

                                  GORDON J. FOX
                           EXECUTIVE MANAGING DIRECTOR
                           FIRST ALBANY COMPANIES INC.
                                  677 BROADWAY
                           ALBANY, NEW YORK 12207-2990
                                 (518) 447-8500

           (NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)


                           COPY OF COMMUNICATIONS TO:

                              ARTHUR H. KOHN, ESQ.
                      CLEARY GOTTLIEB STEEN & HAMILTON LLP
                                ONE LIBERTY PLAZA
                            NEW YORK, NEW YORK 10006
                                 (212) 225-2000

                                    --------

                         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 (1) (2)       SHARE (3)              PRICE           REGISTRATION FEE
       ----------------            ------------------       ---------              -----           ----------------
<S>                                <C>                  <C>                  <C>                   <C>
 Common Stock, $.01 par value           400,000               $6.445             $2,578,000             $303.44
</TABLE>

(1)    The 400,000 shares to be registered represent shares that will be paid to
       participants in the First Albany Companies Inc. 2005 Deferred
       Compensation Plan For Key Employees (the "Plan") 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. 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 Plan. Deferred Compensation Obligations
       in the amount of $15,000,000.00 were registered on the Registration
       Statement on Form S-8 (Registration No. 333-121927) filed by First Albany
       Companies Inc. on January 10, 2005.

(2)    This Registration Statement shall be deemed to cover any additional
       shares of Common Stock which will become issuable under such plan by
       reason of any stock dividend, stock split, recapitalization or other
       similar transaction. This Registration Statement also covers the rights
       (the "Rights") attached to each share of Common Stock pursuant to the
       Rights Agreement dated March 30, 1998. Until the occurrence of certain
       specified events, the Rights are not exercisable, are evidenced by the
       certificates representing the shares and may be transferred only together
       with the shares

(3)    Estimated solely for the purpose of determining the amount of the
       registration fee in accordance with Rule 457(c) and 457(h) under the
       Securities Act of 1933, as amended, and based upon the average of the
       high ($6.49) and low ($6.40) prices of the Common Stock as reported on
       the NASDAQ National Exchange on May 5, 2005.


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents which have been filed by First Albany Companies
Inc. (the "Registrant") with the Securities and Exchange Commission (the
"Commission") are incorporated by reference herein and made a part hereof:

         (a)      The Registrant's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 2004, filed with the Commission on
                  March 15, 2005;

         (b)      All other reports filed by the Registrant pursuant to Section
                  13(a) or 15(d) of the Securities Exchange Act of 1934, as
                  amended (the "Exchange Act"), since December 31, 2004; and

         (c)      The description of the Registrant's shares of Common Stock
                  contained in the Registrant's Registration Statement on Form
                  8A, filed with the Commission pursuant to Section 12 of the
                  Exchange Act on January 14, 1986, and any amendment or report
                  filed for the purpose of updating such description.

         All documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such reports or other documents.

         Any statements contained in a document incorporated or deemed to be
incorporated herein by reference 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 subsequently filed document which also is
incorporated or is deemed to be incorporated by reference herein) 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.

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The legality of the Common Stock offered pursuant to this Registration
Statement has been passed upon for the Registrant by Patricia Arciero-Craig,
Esq., Assistant Secretary of the Registrant, 677 Broadway, Albany, New York
12207-2990. Ms. Arciero-Craig is the beneficial owner of Common Stock of the
Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article 6.07 of the Registrant'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 to indemnification to which any officer or director of
the Registrant is entitled under the Business Corporation Law of the State of
New York (Sections 721 through 726), which provides for

<PAGE>

indemnification by a corporation of its officers and directors under certain
circumstances as stated in the Business Corporation Law and subject to specified
limitations set forth in the Business Corporation Law. The Registrant has also
purchased director and officer liability insurance.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8. EXHIBITS.

         Exhibits. See the Exhibit Index immediately following the signature
page hereto.

ITEM 9. UNDERTAKINGS.

           (1)  The 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, as amended
                           (the "Securities Act");

                  (ii)     To reflect in the prospectus any facts or events
                           arising after the effective date of this Registration
                           Statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in this Registration Statement;
                           and

                  (iii)    To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           this Registration Statement or any material change to
                           such information in this Registration Statement;

provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.

                  (b) That, for the purpose of determining any liability under
the Securities Act, 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 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 Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of the employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange 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.

         (3) Insofar as indemnification for liabilities arising under the
Securities Act 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

<PAGE>

against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue

<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 and the State of New York on the 6th day
of May, 2005.

                              FIRST ALBANY COMPANIES INC.

                                    By     /s/ Alan P. Goldberg
                                           ------------------------------------
                                           Name: Alan P. Goldberg
                                           Title: President and Chief Executive
                                                  Officer

<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 Alan P. Goldberg and Steven R. Jenkins, and each of them acting singly,
as his or her true and lawful attorney-in-fact and agent, with full and several
power of substitution, to sign for him and in his name, place and stead in any
and all capacities indicated below, the Registration Statement on Form S-8 to be
filed herewith and any and all pre-effective and post-effective amendments and
supplements to the said Registration Statement, and to file the same, with
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 fully to all intents and purposes as he or she might or
could do in person hereby ratifying and confirming all that said
attorney-in-fact and agent, or his or her substitute, may lawfully do or cause
to be done by virtue hereof.

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by each of the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
           Signature                                     Title                                 Date
           ---------                                     -----                                 ----
<S>                                 <C>                                                     <C>
     /s/ George C. McNamee                                                                  May 6, 2005
------------------------------                                                          -----------------
       George C. McNamee                               Chairman

     /s/ Alan P. Goldberg                                                                   May 6, 2005
------------------------------                                                          -----------------
       Alan P. Goldberg             Director, President and Chief Executive Officer
                                             (Principal Executive Officer)
     /s/ Steven R. Jenkins                                                                  May 6, 2005
------------------------------                                                          -----------------
       Steven R. Jenkins             Chief Operating Officer and Chief Financial
                                      Officer (Principal Accounting Officer and
                                            Principal Financial Officer)
     /s/ Carl P. Carlucci                                                                   May 6, 2005
------------------------------                                                          -----------------
       Carl P. Carlucci                                Director

   /s/ Walter W. Fiederowicz                                                                May 6, 2005
------------------------------                                                          -----------------
     Walter W. Fiederowicz                             Director

 /s/ Nicholas A. Gravante, Jr.                                                              May 6, 2005
------------------------------                                                          -----------------
   Nicholas A. Gravante, Jr.                           Director

   /s/ Hugh A. Johnson, Jr.                                                                 May 6, 2005
------------------------------                                                          -----------------
     Hugh A. Johnson, Jr.                              Director

       /s/ Dale Kutnick                                                                     May 6, 2005
------------------------------                                                          -----------------
         Dale Kutnick                                  Director

    /s/ Shannon P. O'Brien                                                                  May 6, 2005
------------------------------                                                          -----------------
      Shannon P. O'Brien                               Director

      /s/ Arthur J. Roth                                                                    May 6, 2005
------------------------------                                                          -----------------
        Arthur J. Roth                                 Director

</TABLE>

<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.                           Description                                                 Method of Filing
-----------                           -----------                                                 ----------------
<S>            <C>                                                               <C>
4(a)           Certificate of Incorporation of First Albany Companies Inc.       Incorporated by reference to Exhibit No. 3.1 to
                                                                                 Registration Statement No. 33-1353.

4(b)           Amendment to Certificate of Incorporation of First Albany         Incorporated by reference to Exhibit No. (3) (i)
               Companies Inc.                                                    to Form 10-Q for the quarter ended June 26, 1998.

4(c)           Amendment to Certificate of Incorporation of First Albany         Incorporated by reference to Appendix B to Proxy
               Companies Inc.                                                    Statement on Schedule 14A dated May 2, 2000.

4(d)           By laws of First Albany Companies Inc., as amended.               Incorporated by reference to Exhibit 3.2 to Form
                                                                                 10-K for the fiscal year ended December 31, 2002.

4(e)           Specimen Certificate of Common Stock, par value $.01 per share.   Incorporated by reference to Exhibit No. 4 to
                                                                                 Registration Statement No. 33-1353.

4(f)           First Albany Companies Inc. 2005 Deferred Compensation Plan For   Incorporated by reference to Appendix B to Proxy
               Key Employees.                                                    Statement on Schedule 14A dated March 24, 2005.

5              Opinion of the Registrant's Assistant Secretary as to the         Filed herewith.
               legality of securities offered under the Plan.

23(a)          Consent of PricewaterhouseCoopers LLP.                            Filed herewith.

23(b)          Consent of the Registrant's Assistance Secretary.                 Contained in the opinion filed as Exhibit 5.

24             Power of Attorney.                                                Included on the signature page.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "y08809asv8.txt", "description": "FORM S-8", "secsgml_size_bytes": 20256}]
{"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": "333-124705", "film-number": "05808942"}, "business-address": {"street1": "677 BROADWAY", "city": "ALBANY", "state": "NY", "zip": "12207-2990", "phone": "518-447-8673"}, "mail-address": {"street1": "677 BROADWAY", "city": "ALBANY", "state": "NY", "zip": "12207-2990"}}
As filed with the Securities and Exchange Commission on May 6, 2005
                                                           REGISTRATION NO. 333-
================================================================================

                       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 REGISTRANT AS SPECIFIED IN ITS CHARTER)

             NEW YORK                                  22-2655804
 (STATE OR OTHER JURISDICTION OF            (I.R.S. EMPLOYER IDENTIFICATION
  INCORPORATION OR ORGANIZATION)                        NUMBER)

                                  677 BROADWAY
                           ALBANY, NEW YORK 12207-2990
                                 (518) 447-8500
              (ADDRESS OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                           FIRST ALBANY COMPANIES INC.
                2005 DEFERRED COMPENSATION PLAN FOR KEY EMPLOYEES

                            (FULL TITLE OF THE PLANS)

                                  GORDON J. FOX
                           EXECUTIVE MANAGING DIRECTOR
                           FIRST ALBANY COMPANIES INC.
                                  677 BROADWAY
                           ALBANY, NEW YORK 12207-2990
                                 (518) 447-8500

           (NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

                           COPY OF COMMUNICATIONS TO:

                              ARTHUR H. KOHN, ESQ.
                      CLEARY GOTTLIEB STEEN & HAMILTON LLP
                                ONE LIBERTY PLAZA
                            NEW YORK, NEW YORK 10006
                                 (212) 225-2000

                                    --------

                         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 (1) (2)       SHARE (3)              PRICE           REGISTRATION FEE
       ----------------            ------------------       ---------              -----           ----------------
Common Stock, $.01 par value           400,000               $6.445             $2,578,000             $303.44
(1)    The 400,000 shares to be registered represent shares that will be paid to
       participants in the First Albany Companies Inc. 2005 Deferred
       Compensation Plan For Key Employees (the "Plan") 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. 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 Plan. Deferred Compensation Obligations
       in the amount of $15,000,000.00 were registered on the Registration
       Statement on Form S-8 (Registration No. 333-121927) filed by First Albany
       Companies Inc. on January 10, 2005.

(2)    This Registration Statement shall be deemed to cover any additional
       shares of Common Stock which will become issuable under such plan by
       reason of any stock dividend, stock split, recapitalization or other
       similar transaction. This Registration Statement also covers the rights
       (the "Rights") attached to each share of Common Stock pursuant to the
       Rights Agreement dated March 30, 1998. Until the occurrence of certain
       specified events, the Rights are not exercisable, are evidenced by the
       certificates representing the shares and may be transferred only together
       with the shares

(3)    Estimated solely for the purpose of determining the amount of the
       registration fee in accordance with Rule 457(c) and 457(h) under the
       Securities Act of 1933, as amended, and based upon the average of the
       high ($6.49) and low ($6.40) prices of the Common Stock as reported on
       the NASDAQ National Exchange on May 5, 2005.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents which have been filed by First Albany Companies
Inc. (the "Registrant") with the Securities and Exchange Commission (the
"Commission") are incorporated by reference herein and made a part hereof:

         (a)      The Registrant's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 2004, filed with the Commission on
                  March 15, 2005;

         (b)      All other reports filed by the Registrant pursuant to Section
                  13(a) or 15(d) of the Securities Exchange Act of 1934, as
                  amended (the "Exchange Act"), since December 31, 2004; and

         (c)      The description of the Registrant's shares of Common Stock
                  contained in the Registrant's Registration Statement on Form
                  8A, filed with the Commission pursuant to Section 12 of the
                  Exchange Act on January 14, 1986, and any amendment or report
                  filed for the purpose of updating such description.

         All documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such reports or other documents.

         Any statements contained in a document incorporated or deemed to be
incorporated herein by reference 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 subsequently filed document which also is
incorporated or is deemed to be incorporated by reference herein) 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.

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The legality of the Common Stock offered pursuant to this Registration
Statement has been passed upon for the Registrant by Patricia Arciero-Craig,
Esq., Assistant Secretary of the Registrant, 677 Broadway, Albany, New York
12207-2990. Ms. Arciero-Craig is the beneficial owner of Common Stock of the
Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article 6.07 of the Registrant'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 to indemnification to which any officer or director of
the Registrant is entitled under the Business Corporation Law of the State of
New York (Sections 721 through 726), which provides for
indemnification by a corporation of its officers and directors under certain
circumstances as stated in the Business Corporation Law and subject to specified
limitations set forth in the Business Corporation Law. The Registrant has also
purchased director and officer liability insurance.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8. EXHIBITS.

         Exhibits. See the Exhibit Index immediately following the signature
page hereto.

ITEM 9. UNDERTAKINGS.

           (1)  The 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, as amended
                           (the "Securities Act");

                  (ii)     To reflect in the prospectus any facts or events
                           arising after the effective date of this Registration
                           Statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in this Registration Statement;
                           and

                  (iii)    To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           this Registration Statement or any material change to
                           such information in this Registration Statement;

provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.

                  (b) That, for the purpose of determining any liability under
the Securities Act, 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 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 Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of the employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange 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.

         (3) Insofar as indemnification for liabilities arising under the
Securities Act 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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue
SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Albany and the State of New York on the 6th day
of May, 2005.

                              FIRST ALBANY COMPANIES INC.

                                    By     /s/ Alan P. Goldberg
                                           ------------------------------------
                                           Name: Alan P. Goldberg
                                           Title: President and Chief Executive
                                                  Officer
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 Alan P. Goldberg and Steven R. Jenkins, and each of them acting singly,
as his or her true and lawful attorney-in-fact and agent, with full and several
power of substitution, to sign for him and in his name, place and stead in any
and all capacities indicated below, the Registration Statement on Form S-8 to be
filed herewith and any and all pre-effective and post-effective amendments and
supplements to the said Registration Statement, and to file the same, with
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 fully to all intents and purposes as he or she might or
could do in person hereby ratifying and confirming all that said
attorney-in-fact and agent, or his or her substitute, may lawfully do or cause
to be done by virtue hereof.

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by each of the following persons in
the capacities and on the dates indicated.
Signature                                     Title                                 Date
           ---------                                     -----                                 ----
/s/ George C. McNamee                                                                  May 6, 2005
------------------------------                                                          -----------------
       George C. McNamee                               Chairman

     /s/ Alan P. Goldberg                                                                   May 6, 2005
------------------------------                                                          -----------------
       Alan P. Goldberg             Director, President and Chief Executive Officer
                                             (Principal Executive Officer)
     /s/ Steven R. Jenkins                                                                  May 6, 2005
------------------------------                                                          -----------------
       Steven R. Jenkins             Chief Operating Officer and Chief Financial
                                      Officer (Principal Accounting Officer and
                                            Principal Financial Officer)
     /s/ Carl P. Carlucci                                                                   May 6, 2005
------------------------------                                                          -----------------
       Carl P. Carlucci                                Director

   /s/ Walter W. Fiederowicz                                                                May 6, 2005
------------------------------                                                          -----------------
     Walter W. Fiederowicz                             Director

 /s/ Nicholas A. Gravante, Jr.                                                              May 6, 2005
------------------------------                                                          -----------------
   Nicholas A. Gravante, Jr.                           Director

   /s/ Hugh A. Johnson, Jr.                                                                 May 6, 2005
------------------------------                                                          -----------------
     Hugh A. Johnson, Jr.                              Director

       /s/ Dale Kutnick                                                                     May 6, 2005
------------------------------                                                          -----------------
         Dale Kutnick                                  Director

    /s/ Shannon P. O'Brien                                                                  May 6, 2005
------------------------------                                                          -----------------
      Shannon P. O'Brien                               Director

      /s/ Arthur J. Roth                                                                    May 6, 2005
------------------------------                                                          -----------------
        Arthur J. Roth                                 Director
EXHIBIT INDEX
Exhibit No.                           Description                                                 Method of Filing
-----------                           -----------                                                 ----------------
4(a)           Certificate of Incorporation of First Albany Companies Inc.       Incorporated by reference to Exhibit No. 3.1 to
                                                                                 Registration Statement No. 33-1353.

4(b)           Amendment to Certificate of Incorporation of First Albany         Incorporated by reference to Exhibit No. (3) (i)
               Companies Inc.                                                    to Form 10-Q for the quarter ended June 26, 1998.

4(c)           Amendment to Certificate of Incorporation of First Albany         Incorporated by reference to Appendix B to Proxy
               Companies Inc.                                                    Statement on Schedule 14A dated May 2, 2000.

4(d)           By laws of First Albany Companies Inc., as amended.               Incorporated by reference to Exhibit 3.2 to Form
                                                                                 10-K for the fiscal year ended December 31, 2002.

4(e)           Specimen Certificate of Common Stock, par value $.01 per share.   Incorporated by reference to Exhibit No. 4 to
                                                                                 Registration Statement No. 33-1353.

4(f)           First Albany Companies Inc. 2005 Deferred Compensation Plan For   Incorporated by reference to Appendix B to Proxy
               Key Employees.                                                    Statement on Schedule 14A dated March 24, 2005.

5              Opinion of the Registrant's Assistant Secretary as to the         Filed herewith.
               legality of securities offered under the Plan.

23(a)          Consent of PricewaterhouseCoopers LLP.                            Filed herewith.

23(b)          Consent of the Registrant's Assistance Secretary.                 Contained in the opinion filed as Exhibit 5.

24             Power of Attorney.                                                Included on the signature page.