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

As filed with the Securities and Exchange Commission on May 20, 1999


                       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             (I.R.S. Employer Identification No.)
        Incorporation)
                              30 South Pearl Street
                             Albany, New York 12207
                    (Address of principal executive offices)

                           FIRST ALBANY COMPANIES INC.
                FINANCIAL CONSULTANTS DEFERRED COMPENSATION PLAN
                              (Full title of Plan)

                              Stephen P. Wink, Esq.
                          Secretary 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 to be          Amount to be       Offering Price Per   Aggregate Offering  Amount of
Registered                         Registered         Share                Price               Registration Fee 5/

<S>                                <C>                <C>                  <C>                 <C>    
Deferred Compensation              $3,000,000.00      100%                 $3,000,000.00 4/    $834.00
Obligations 1/
                                
Common Stock, par value $.01 per   200,000 shares 2/  $14.1875 3/          $2,837,500.00       $0
share
</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. Financial Consultants Deferred
Compensation Plan.

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 transations.

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 13, 1999.

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, 1998.

         2.       The Company's Quarterly Report on Form 10-Q for quarter ended
                  March 31, 1999.

         3.       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>   3
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 the terms of the First Albany
Companies Inc. Financial Consultants Deferred Compensation Plan (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) a pre-retirement
distribution date designated by the Participant in accordance with the
applicable Plan, (ii) termination of the Participant's employment, or (iii) the
Participant's retirement, disability or death. Payment of such vested balance
may be made in a lump sum or in up to 180 monthly installments, depending on the
applicable terms of the Plan and the Participant's payment election. 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 when the
payment of such amounts would exceed certain limitations imposed by tax law. 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
rank pari passu with 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 Company may decide, in its sole discretion, to either pay the

                                     - 3 -
<PAGE>   4
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, Secretary 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 18th day of May, 1999.

                           FIRST ALBANY COMPANIES INC.


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


                                POWER OF ATTORNEY

                  Know all men by these presents, that each officer or director
    of First Albany Companies Inc. whose signature appears below constitutes and
    appoints George C. McNamee and Alan P. Goldberg, and each of them singly,
    his true and lawful attorney-in-fact and agent, with full and several power
    of substitution, for him and in his name, place and stead, in any and all
    capacities, to sign a registration statement on Form S-8 to be filed
    pursuant to the Securities Act of 1933 in connection with the registration
    of up to $3,000,000.00 principle amount of Obligations and 200,000 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.

                  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 18th day of May, 1999:

Signature                                                Title


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

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


                                     - 6 -
<PAGE>   7


/s/ Timothy R. Wells                               Chief Financial Officer
    Timothy R. Welles                              (Principal Financial and
                                                   Accounting Officer)

                                                   Director
    Peter Barton


/s/ Walter Fiederowizc                             Director
    Walter Fiederowicz


                                                   Director and Senior Vice
    Hugh A. Johnson                                President


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


                                                   Director
    Charles L. Schwager


 /s/ Benaree P. Wiley                              Director
     Benaree P. Wiley





                                     - 7 -
<PAGE>   8
                           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)    -        Speciman 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. Financial Consultants Deferred
                  Compensation Plan.

 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.
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1
                                                      Registration No. 333-[___]

As filed with the Securities and Exchange Commission on May 20, 1999

                       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             (I.R.S. Employer Identification No.)
        Incorporation)
                              30 South Pearl Street
                             Albany, New York 12207
                    (Address of principal executive offices)

                           FIRST ALBANY COMPANIES INC.
                FINANCIAL CONSULTANTS DEFERRED COMPENSATION PLAN
                              (Full title of Plan)

                              Stephen P. Wink, Esq.
                          Secretary 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 to be          Amount to be       Offering Price Per   Aggregate Offering  Amount of
Registered                         Registered         Share                Price               Registration Fee 5/
Deferred Compensation              $3,000,000.00      100%                 $3,000,000.00 4/    $834.00
Obligations 1/
                                
Common Stock, par value $.01 per   200,000 shares 2/  $14.1875 3/          $2,837,500.00       $0
share
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. Financial Consultants Deferred
Compensation Plan.

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 transations.

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 13, 1999.

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, 1998.

         2.       The Company's Quarterly Report on Form 10-Q for quarter ended
                  March 31, 1999.

         3.       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 -
3
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 the terms of the First Albany
Companies Inc. Financial Consultants Deferred Compensation Plan (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) a pre-retirement
distribution date designated by the Participant in accordance with the
applicable Plan, (ii) termination of the Participant's employment, or (iii) the
Participant's retirement, disability or death. Payment of such vested balance
may be made in a lump sum or in up to 180 monthly installments, depending on the
applicable terms of the Plan and the Participant's payment election. 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 when the
payment of such amounts would exceed certain limitations imposed by tax law. 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
rank pari passu with 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 Company may decide, in its sole discretion, to either pay the

                                     - 3 -
4
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, Secretary 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 18th day of May, 1999.

                           FIRST ALBANY COMPANIES INC.

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

                                POWER OF ATTORNEY

                  Know all men by these presents, that each officer or director
    of First Albany Companies Inc. whose signature appears below constitutes and
    appoints George C. McNamee and Alan P. Goldberg, and each of them singly,
    his true and lawful attorney-in-fact and agent, with full and several power
    of substitution, for him and in his name, place and stead, in any and all
    capacities, to sign a registration statement on Form S-8 to be filed
    pursuant to the Securities Act of 1933 in connection with the registration
    of up to $3,000,000.00 principle amount of Obligations and 200,000 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.

                  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 18th day of May, 1999:

Signature                                                Title

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

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

                                     - 6 -
7

/s/ Timothy R. Wells                               Chief Financial Officer
    Timothy R. Welles                              (Principal Financial and
                                                   Accounting Officer)

                                                   Director
    Peter Barton

/s/ Walter Fiederowizc                             Director
    Walter Fiederowicz

                                                   Director and Senior Vice
    Hugh A. Johnson                                President

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

                                                   Director
    Charles L. Schwager

 /s/ Benaree P. Wiley                              Director
     Benaree P. Wiley

                                     - 7 -
8
                           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)    -        Speciman 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. Financial Consultants Deferred
                  Compensation Plan.

 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.