As filed with the Securities and Exchange Commission on September 22, 1999

                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                             REGISTRATION STATEMENT
                                   ON FORM S-8
                        UNDER THE SECURITIES ACT OF 1933

                              COHOES BANCORP, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    Delaware
--------------------------------------------------------------------------------
                  (State or other jurisdiction of incorporation
                                or organization)

                       75 Remsen Street, Cohoes, New York
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                   14-1807865
--------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)

                                      12047
--------------------------------------------------------------------------------
                                   (Zip Code)

                              COHOES BANCORP, INC.
                       1999 RECOGNITION AND RETENTION PLAN
--------------------------------------------------------------------------------
                            (Full title of the plan)

                            Robert L. Freedman, P.C.
                             Beth A. Freedman, P.C.
                         Silver, Freedman & Taff, L.L.P.
      (a limited liability partnership including professional corporations)
                                 Suite 700 East
                           1100 New York Avenue, N.W.
                           Washington, D.C. 20005-3934
                     (Name and address of agent for service)

                                 (202) 414-6100
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE

                                   Proposed maximum Proposed maximum Amount of
Title of securities  Amount to be    offering price      aggregate  registration
 to be registered    registered(1)     per share      offering price    fee
-------------------- --------------- --------------- --------------- -----------

Common Stock, par    381,409 shares   $     (2)       $4,599,657 (2)  $1,279 (2)
value $.01 per share

(1)  Pursuant to Rule 416 under the  Securities  Act of 1933,  as amended,  this
     Registration  Statement  covers,  in  addition  to the number of shares set
     forth above, an indeterminate  number of shares which, by reason of certain
     events specified in the Plan, may become subject to the Plan.

(2)  Estimated  in  accordance  with Rule  457(h),  solely  for the  purpose  of
     calculating the  registration  fee. Of the 381,409 shares being  registered
     hereby,  347,882  shares were  awarded on July 2, 1999  ($4,196,327  in the
     aggregate  based on the average of the high and low prices per share of the
     Common Stock on the Nasdaq National  Market of $12.0625 on such date).  The
     remaining  33,527 shares which have not been awarded to date are registered
     based  upon the  average  of the high and low pries per share of the common
     stock of Cohoes  Bancorp,  Inc. on the Nasdaq National Market of $12.03 per
     share on September 20, 1999 ($403,330 in the aggregate).


<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


         The document(s)  containing the information specified in Part I of Form
S-8 will be sent or given to  participants  in the  Cohoes  Bancorp,  Inc.  1999
Recognition  and  Retention  Plan (the "Plan") as  specified  by Rule  428(b)(1)
promulgated by the Securities and Exchange  Commission (the "Commission")  under
the Securities Act of 1933, as amended (the "Securities Act").

         Such  document(s)  are  not  being  filed  with  the  Commission,   but
constitute  (along  with  the  documents  incorporated  by  reference  into  the
Registration  Statement  pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.

                                       I-1

<PAGE>



                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Certain Documents by Reference.

         The  following  documents  previously or  concurrently  filed by Cohoes
Bancorp,  Inc. (the  "Company")  with the Commission are hereby  incorporated by
reference in this Registration Statement:

          (a)  the Registrant's Registration Statement on Form S-1 including all
               amendments  thereto  (Registration  No. 333-63539) filed with the
               Commission on September 16, 1998, and all  amendments  thereto or
               reports filed for the purpose of updating such description;

          (b)  all other reports filed pursuant to Section 13(a) or 15(d) of the
               Exchange  Act since the end of the fiscal year covered by audited
               financial  statements  contained in the prospectus referred to in
               Item 3(a);

          (c)  the description of the common stock, par value $.01 per share, or
               the  Registrant   contained  in  the  Registrant's   Registration
               Statement on Form S-1 (Registration No. 333-63539) filed with the
               Commission on September 16, 1998, and all  amendments  thereto or
               reports filed for the purpose of updating such description.

         All  documents  subsequently  filed by the Company with the  Commission
pursuant to Sections  13(a),  13(c),  14, or 15(d) of the Exchange Act, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold,  shall be  deemed  incorporated  by  reference  into  this  Registration
Statement  and to be a  part  thereof  from  the  date  of the  filing  of  such
documents.  Any statement contained in the documents incorporated,  or deemed to
be  incorporated,  by reference herein or therein shall be deemed to be modified
or superseded for purposes of this Registration  Statement and the Prospectus to
the  extent  that a  statement  contained  herein  or  therein  or in any  other
subsequently  filed document which also is, or is deemed to be,  incorporated by
reference  herein or therein  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  and the
Prospectus.

         The Company  shall  furnish  without  charge to each person to whom the
Prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the  information  that is  incorporated).  Requests should be directed to the
Secretary,  Cohoes Bancorp,  Inc., 75 Remsen Street,  Cohoes,  New York,  12047,
telephone number (518) 233-6500.

         All  information  appearing  in  this  Registration  Statement  and the
Prospectus is qualified in its entirety by the detailed  information,  including
financial statements,  appearing in the documents incorporated herein or therein
by reference.

                                      II-1

<PAGE>



Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.

         The  Certificate  of  Incorporation  of  the  Company  provides  that a
director or officer of the Company  shall be  indemnified  by the Company to the
fullest extent  authorized by the Delaware  General  Corporation Law against all
expenses,  liability and loss reasonably  incurred or suffered by such person in
connection  with his  activities  as a director  or officer or as a director  or
officer of another company, if the director or officer held such position at the
request of the  Company.  Delaware  law requires  that such  director,  officer,
employee or agent, in order to be indemnified, must have acted in good faith and
in a manner  reasonably  believed to be not opposed to the best interests of the
Company  and,  with  respect to any criminal  action or  proceeding,  either had
reasonable  cause to believe such conduct was lawful or did not have  reasonable
cause to believe his conduct was unlawful.

         The Certificate of Incorporation and Delaware law also provide that the
indemnification provisions of such Certificate and the statute are not exclusive
of any other  right  which a person  seeking  indemnification  may have or later
acquire under any statute, provision of the Certificate of Incorporation, Bylaws
of the Company,  agreement,  vote of stockholders or disinterested  directors or
otherwise.

         These   provisions  may  have  the  effect  of  deterring   shareholder
derivative actions, since the Company may ultimately be responsible for expenses
for both  parties to the action.  A similar  effect  would not be  expected  for
third-party claims.

         In addition,  the  Certificate of  Incorporation  and Delaware law also
provide that the Company may  maintain  insurance,  at its  expense,  to protect
itself and any  director,  officer,  employee or agent of the Company or another
corporation,  partnership,  joint venture, trust or other enterprise against any
expense,  liability  or  loss,  whether  or not the  Company  has the  power  to
indemnify such person against such expense, liability or loss under the Delaware
General Corporation Law. The Company intends to obtain such insurance.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

                                      II-2

<PAGE>



Item 8.  Exhibits.

         See Exhibit Index.

Item 9.  Undertakings.

          (a)  The undersigned Registrant hereby undertakes:

               (1)  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.

               (2)  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.

               (3)  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.

          (b)  The undersigned  Registrant  hereby undertakes that, for purposes
               of determining  any liability under the Securities each filing of
               the  Registrant's  annual  report  pursuant  to Section  13(a) or
               Section 15(d) of the Exchange Act filing of the employee  benefit
               plan's  annual  report  pursuant to Section 15(d) of the Exchange
               Act  that  is  incorporated  by  reference  in  the  registration
               statement  shall be  deemed  to be a new  registration  statement
               relating to the securities  offered therein,  and the offering of
               such  securities  at that time shall be deemed to be the  initial
               bona fide offering thereof.

          (c)  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  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 of expenses incurred or paid
               by a director,  officer or  controlling  person 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

                                      II-3

<PAGE>



               whether such  indemnification  by it is against  public policy as
               expressed   in  the  Act  and  will  be  governed  by  the  final
               adjudication of such issue.

                                      II-4

<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 a Form S-8 and has duly caused this  registration
statement to be signed on its behalf by the  undersigned  in the City of Cohoes,
State of New York on September 20, 1999.


                                            COHOES BANCORP, INC.



                                        By: /s/ Harry L. Robinson
                                           -----------------------------------
                                           Harry L. Robinson, President
                                           (Duly Authorized Representative)

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints Harry L. Robinson,  his true and lawful
attorney-in-fact and agent, with full power of substitution and re-substitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement,  and to file the  same,  with all  exhibits  thereto,  and all  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,  as
fully to all  intents  and  purposes  as he might or could do in person,  hereby
ratifying and confirming all said  attorney-in-fact  and agent or his 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 below by the  following  persons in the
capacities and on the dates indicated.


/s/ Harry L. Robinson                       /s/ Duncan S. Mac Affer
------------------------------              ------------------------------
Harry L. Robinson                           Duncan S. Mac Affer
Director, President and                     Director
   Chief Executive Officer
(Principal Executive Officer)


Date:  September 20, 1999                   Date:  September 20, 1999
------------------------------              ------------------------------


/s/ Arthur E. Bowen                         /s/ Walter H. Speidel
------------------------------              ------------------------------
Arthur E. Bowen                             Walter H. Speidel
Director                                    Director

Date:  September 20, 1999                   Date:  September 20, 1999
------------------------------              ------------------------------


                                      II-5

<PAGE>



/s/ Douglas Paton                           /s/ Timothy O'Hearn
------------------------------              ------------------------------
R. Douglas Paton                            J. Timothy O'Hearn
Director                                    Director

Date:  September 20, 1999                   Date:  September 20, 1999
------------------------------              ------------------------------


/s/ Chester C. DeLaMater                    /s/ Peter G. Casabonne
------------------------------              ------------------------------
Chester C. DeLaMater                        Peter G. Casabonne
Director                                    Director

Date:  September 20, 1999                   Date:  September 20, 1999
------------------------------              ------------------------------

 /s/ Michael L. Crotty                       /s/ Donald A. Wilson
------------------------------              ------------------------------
Michael L. Crotty                           Donald A. Wilson
Director                                    Director

Date:  September 20, 1999                   Date:  September 20, 1999
------------------------------              ------------------------------


/s/ Frederick G. Field, Jr.                 /s/  Richard A. Ahl
------------------------------              ------------------------------
Frederick G. Field, Jr.                     Richard A. Ahl
Director                                    Chief Financial Officer, Secretary
                                               and Executive Vice President
                                            (Principal Financial and Accounting
                                             Officer

Date:  September 20, 1999                   Date:  September 20, 1999
------------------------------              ------------------------------


                                      II-6

<PAGE>



                                  EXHIBIT INDEX


                                                       Reference to Prior Filing
                                                           or Page Number in
                                                              Sequentially
 Exhibit                                                 Numbered Registration
 Number                                                        Statement
--------------------------------------------------------------------------------

 4   Instruments Defining the Rights of Security Holders,
     Including Indentures:

       Certificate of Incorporation of Cohoes Bancorp, Inc.     *

       Bylaws of Cohoes Bancorp, Inc.                           *

       Form of Stock Certificate of Cohoes Bancorp, Inc.        *

 5   Opinion of Silver, Freedman & Taff, L.L.P.                 Exhibit 5

23.1 Consent of  Arthur Andersen LLP                            Exhibit 23.1

23.2 Consent of Silver, Freedman & Taff, L.L.P.                 Exhibit 23.2

24   Power of Attorney                                          Contained on
                                                                signature page.
-----------------
*        Filed as an exhibit to the Registrant's  Registration Statement on Form
         S-1 (File No. 333-63539) filed on September 16, 1998 and all amendments
         thereto or reports filed for the purpose of updating such  description.
         All such previously filed documents are hereby  incorporated  herein by
         reference in accordance with Item 601 of Regulation S-K.

                                      II-7
[{"type": "S-8", "sequence": "1", "description": "1999 RECOGNITION AND RETENTION PLAN", "secsgml_size_bytes": 20625}]
{"company-data": {"conformed-name": "COHOES BANCORP INC", "cik": "0001070321", "assigned-sic": "6036", "irs-number": "141807865", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-87569", "film-number": "99715247"}, "business-address": {"street1": "75 REMSEN STREET", "city": "COHOES", "state": "NY", "zip": "12047", "phone": "5182336500"}, "mail-address": {"street1": "75 REMSEN STREET", "city": "COHOES", "state": "NY", "zip": "12047"}}
As filed with the Securities and Exchange Commission on September 22, 1999

                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                             REGISTRATION STATEMENT
                                   ON FORM S-8
                        UNDER THE SECURITIES ACT OF 1933

                              COHOES BANCORP, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    Delaware
--------------------------------------------------------------------------------
                  (State or other jurisdiction of incorporation
                                or organization)

                       75 Remsen Street, Cohoes, New York
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                   14-1807865
--------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)

                                      12047
--------------------------------------------------------------------------------
                                   (Zip Code)

                              COHOES BANCORP, INC.
                       1999 RECOGNITION AND RETENTION PLAN
--------------------------------------------------------------------------------
                            (Full title of the plan)

                            Robert L. Freedman, P.C.
                             Beth A. Freedman, P.C.
                         Silver, Freedman & Taff, L.L.P.
      (a limited liability partnership including professional corporations)
                                 Suite 700 East
                           1100 New York Avenue, N.W.
                           Washington, D.C. 20005-3934
                     (Name and address of agent for service)

                                 (202) 414-6100
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

                                   Proposed maximum Proposed maximum Amount of
Title of securities  Amount to be    offering price      aggregate  registration
 to be registered    registered(1)     per share      offering price    fee
-------------------- --------------- --------------- --------------- -----------

Common Stock, par    381,409 shares   $     (2)       $4,599,657 (2)  $1,279 (2)
value $.01 per share

(1)  Pursuant to Rule 416 under the  Securities  Act of 1933,  as amended,  this
     Registration  Statement  covers,  in  addition  to the number of shares set
     forth above, an indeterminate  number of shares which, by reason of certain
     events specified in the Plan, may become subject to the Plan.

(2)  Estimated  in  accordance  with Rule  457(h),  solely  for the  purpose  of
     calculating the  registration  fee. Of the 381,409 shares being  registered
     hereby,  347,882  shares were  awarded on July 2, 1999  ($4,196,327  in the
     aggregate  based on the average of the high and low prices per share of the
     Common Stock on the Nasdaq National  Market of $12.0625 on such date).  The
     remaining  33,527 shares which have not been awarded to date are registered
     based  upon the  average  of the high and low pries per share of the common
     stock of Cohoes  Bancorp,  Inc. on the Nasdaq National Market of $12.03 per
     share on September 20, 1999 ($403,330 in the aggregate).
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The document(s)  containing the information specified in Part I of Form
S-8 will be sent or given to  participants  in the  Cohoes  Bancorp,  Inc.  1999
Recognition  and  Retention  Plan (the "Plan") as  specified  by Rule  428(b)(1)
promulgated by the Securities and Exchange  Commission (the "Commission")  under
the Securities Act of 1933, as amended (the "Securities Act").

         Such  document(s)  are  not  being  filed  with  the  Commission,   but
constitute  (along  with  the  documents  incorporated  by  reference  into  the
Registration  Statement  pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.

                                       I-1
PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Certain Documents by Reference.

         The  following  documents  previously or  concurrently  filed by Cohoes
Bancorp,  Inc. (the  "Company")  with the Commission are hereby  incorporated by
reference in this Registration Statement:

          (a)  the Registrant's Registration Statement on Form S-1 including all
               amendments  thereto  (Registration  No. 333-63539) filed with the
               Commission on September 16, 1998, and all  amendments  thereto or
               reports filed for the purpose of updating such description;

          (b)  all other reports filed pursuant to Section 13(a) or 15(d) of the
               Exchange  Act since the end of the fiscal year covered by audited
               financial  statements  contained in the prospectus referred to in
               Item 3(a);

          (c)  the description of the common stock, par value $.01 per share, or
               the  Registrant   contained  in  the  Registrant's   Registration
               Statement on Form S-1 (Registration No. 333-63539) filed with the
               Commission on September 16, 1998, and all  amendments  thereto or
               reports filed for the purpose of updating such description.

         All  documents  subsequently  filed by the Company with the  Commission
pursuant to Sections  13(a),  13(c),  14, or 15(d) of the Exchange Act, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold,  shall be  deemed  incorporated  by  reference  into  this  Registration
Statement  and to be a  part  thereof  from  the  date  of the  filing  of  such
documents.  Any statement contained in the documents incorporated,  or deemed to
be  incorporated,  by reference herein or therein shall be deemed to be modified
or superseded for purposes of this Registration  Statement and the Prospectus to
the  extent  that a  statement  contained  herein  or  therein  or in any  other
subsequently  filed document which also is, or is deemed to be,  incorporated by
reference  herein or therein  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  and the
Prospectus.

         The Company  shall  furnish  without  charge to each person to whom the
Prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the  information  that is  incorporated).  Requests should be directed to the
Secretary,  Cohoes Bancorp,  Inc., 75 Remsen Street,  Cohoes,  New York,  12047,
telephone number (518) 233-6500.

         All  information  appearing  in  this  Registration  Statement  and the
Prospectus is qualified in its entirety by the detailed  information,  including
financial statements,  appearing in the documents incorporated herein or therein
by reference.

                                      II-1
Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.

         The  Certificate  of  Incorporation  of  the  Company  provides  that a
director or officer of the Company  shall be  indemnified  by the Company to the
fullest extent  authorized by the Delaware  General  Corporation Law against all
expenses,  liability and loss reasonably  incurred or suffered by such person in
connection  with his  activities  as a director  or officer or as a director  or
officer of another company, if the director or officer held such position at the
request of the  Company.  Delaware  law requires  that such  director,  officer,
employee or agent, in order to be indemnified, must have acted in good faith and
in a manner  reasonably  believed to be not opposed to the best interests of the
Company  and,  with  respect to any criminal  action or  proceeding,  either had
reasonable  cause to believe such conduct was lawful or did not have  reasonable
cause to believe his conduct was unlawful.

         The Certificate of Incorporation and Delaware law also provide that the
indemnification provisions of such Certificate and the statute are not exclusive
of any other  right  which a person  seeking  indemnification  may have or later
acquire under any statute, provision of the Certificate of Incorporation, Bylaws
of the Company,  agreement,  vote of stockholders or disinterested  directors or
otherwise.

         These   provisions  may  have  the  effect  of  deterring   shareholder
derivative actions, since the Company may ultimately be responsible for expenses
for both  parties to the action.  A similar  effect  would not be  expected  for
third-party claims.

         In addition,  the  Certificate of  Incorporation  and Delaware law also
provide that the Company may  maintain  insurance,  at its  expense,  to protect
itself and any  director,  officer,  employee or agent of the Company or another
corporation,  partnership,  joint venture, trust or other enterprise against any
expense,  liability  or  loss,  whether  or not the  Company  has the  power  to
indemnify such person against such expense, liability or loss under the Delaware
General Corporation Law. The Company intends to obtain such insurance.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

                                      II-2
Item 8.  Exhibits.

         See Exhibit Index.

Item 9.  Undertakings.

          (a)  The undersigned Registrant hereby undertakes:

               (1)  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.

               (2)  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.

               (3)  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.

          (b)  The undersigned  Registrant  hereby undertakes that, for purposes
               of determining  any liability under the Securities each filing of
               the  Registrant's  annual  report  pursuant  to Section  13(a) or
               Section 15(d) of the Exchange Act filing of the employee  benefit
               plan's  annual  report  pursuant to Section 15(d) of the Exchange
               Act  that  is  incorporated  by  reference  in  the  registration
               statement  shall be  deemed  to be a new  registration  statement
               relating to the securities  offered therein,  and the offering of
               such  securities  at that time shall be deemed to be the  initial
               bona fide offering thereof.

          (c)  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  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 of expenses incurred or paid
               by a director,  officer or  controlling  person 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

                                      II-3
whether such  indemnification  by it is against  public policy as
               expressed   in  the  Act  and  will  be  governed  by  the  final
               adjudication of such issue.

                                      II-4
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 a Form S-8 and has duly caused this  registration
statement to be signed on its behalf by the  undersigned  in the City of Cohoes,
State of New York on September 20, 1999.

                                            COHOES BANCORP, INC.

                                        By: /s/ Harry L. Robinson
                                           -----------------------------------
                                           Harry L. Robinson, President
                                           (Duly Authorized Representative)

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints Harry L. Robinson,  his true and lawful
attorney-in-fact and agent, with full power of substitution and re-substitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement,  and to file the  same,  with all  exhibits  thereto,  and all  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,  as
fully to all  intents  and  purposes  as he might or could do in person,  hereby
ratifying and confirming all said  attorney-in-fact  and agent or his 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 below by the  following  persons in the
capacities and on the dates indicated.

/s/ Harry L. Robinson                       /s/ Duncan S. Mac Affer
------------------------------              ------------------------------
Harry L. Robinson                           Duncan S. Mac Affer
Director, President and                     Director
   Chief Executive Officer
(Principal Executive Officer)

Date:  September 20, 1999                   Date:  September 20, 1999
------------------------------              ------------------------------

/s/ Arthur E. Bowen                         /s/ Walter H. Speidel
------------------------------              ------------------------------
Arthur E. Bowen                             Walter H. Speidel
Director                                    Director

Date:  September 20, 1999                   Date:  September 20, 1999
------------------------------              ------------------------------

                                      II-5
/s/ Douglas Paton                           /s/ Timothy O'Hearn
------------------------------              ------------------------------
R. Douglas Paton                            J. Timothy O'Hearn
Director                                    Director

Date:  September 20, 1999                   Date:  September 20, 1999
------------------------------              ------------------------------

/s/ Chester C. DeLaMater                    /s/ Peter G. Casabonne
------------------------------              ------------------------------
Chester C. DeLaMater                        Peter G. Casabonne
Director                                    Director

Date:  September 20, 1999                   Date:  September 20, 1999
------------------------------              ------------------------------

 /s/ Michael L. Crotty                       /s/ Donald A. Wilson
------------------------------              ------------------------------
Michael L. Crotty                           Donald A. Wilson
Director                                    Director

Date:  September 20, 1999                   Date:  September 20, 1999
------------------------------              ------------------------------

/s/ Frederick G. Field, Jr.                 /s/  Richard A. Ahl
------------------------------              ------------------------------
Frederick G. Field, Jr.                     Richard A. Ahl
Director                                    Chief Financial Officer, Secretary
                                               and Executive Vice President
                                            (Principal Financial and Accounting
                                             Officer

Date:  September 20, 1999                   Date:  September 20, 1999
------------------------------              ------------------------------

                                      II-6
EXHIBIT INDEX

                                                       Reference to Prior Filing
                                                           or Page Number in
                                                              Sequentially
 Exhibit                                                 Numbered Registration
 Number                                                        Statement
--------------------------------------------------------------------------------

 4   Instruments Defining the Rights of Security Holders,
     Including Indentures:

       Certificate of Incorporation of Cohoes Bancorp, Inc.     *

       Bylaws of Cohoes Bancorp, Inc.                           *

       Form of Stock Certificate of Cohoes Bancorp, Inc.        *

 5   Opinion of Silver, Freedman & Taff, L.L.P.                 Exhibit 5

23.1 Consent of  Arthur Andersen LLP                            Exhibit 23.1

23.2 Consent of Silver, Freedman & Taff, L.L.P.                 Exhibit 23.2

24   Power of Attorney                                          Contained on
                                                                signature page.
-----------------
*        Filed as an exhibit to the Registrant's  Registration Statement on Form
         S-1 (File No. 333-63539) filed on September 16, 1998 and all amendments
         thereto or reports filed for the purpose of updating such  description.
         All such previously filed documents are hereby  incorporated  herein by
         reference in accordance with Item 601 of Regulation S-K.

                                      II-7