As filed with the Securities and Exchange Commission on January 21, 1999
                                                    Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


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

          Delaware                                       14-1807865
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

         75 Remsen Street, Cohoes, New York                  12047
         (Address of principal executive offices)         (Zip Code)

                               COHOES SAVINGS BANK
                               401(k) SAVINGS PLAN
                            (Full title of the plan)

                            Robert L. Freedman, P.C.
                                Beth A. Freedman
                         Silver, Freedman & Taff, L.L.P.
      (a limited liability partnership including professional corporations)
                            1100 New York Ave., N.W.
                             Washington, D.C. 20005
                     (Name and address of agent for service)
                                 (202) 414-6100
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE


                                       Proposed     Proposed
                                        maximum     maximum
                                       offering     aggregate   
Title of securities    Amount to be      price      offering      Amount of     
 to be registered       registered      per share    price      registration fee
-------------------  ----------------- ---------- ------------- ----------------
Common Stock,        260,870 shares(1)  $11.34(2) $2,958,266(2)     $873(2)
$.01 par value

Interests in Plan(3)       N/A(3)          N/A        N/A            N/A(3)


(1)  Estimated maximum  aggregate number of shares of Cohoes Bancorp,  Inc. (the
     "Company")   common   stock   purchasable   with   employee   and  employer
     contributions under the Plan during the next 36 months.
(2)  Estimated  in  accordance  with Rule  457(h),  solely  for the  purpose  of
     calculating the registration fee at $11.34 per share, which was the average
     of the closing bid and ask prices of the  Company  common  stock on January
     19, 1999.
(3)  Pursuant to Rule 416(c) under the Securities Act of 1933, as amended,  this
     Registration  Statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described  herein.
     In accordance  with Rule 457(h)(2) no separate fee  calculation is made for
     plan interests.


<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  Savings  Bank  401(k)
Savings  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
into this  Registration  Statement and the prospectus to which this Registration
Statement  relates  (the  "Prospectus"),  which  Prospectus  has been or will be
delivered  to  the  participants  in  the  Plan  covered  by  this  Registration
Statement:

(a)  The prospectus  contained in the Company's  Registration  Statement on Form
     S-1 filed on September 16, 1998 (Registration No. 333-63539), as amended by
     Pre-Effective  Amendment No. 1 to Form S-1 filed on October 30, 1998 and as
     amended by  Pre-Effective  Amendment No. 2 to Form S-1 filed on November 9,
     1998;

(b)  All reports filed by the Company  pursuant to Section 13(a) or 15(d) of the
     Exchange Act through the date hereof; and

(c)  The  description  of the common  stock,  par value  $.01 per share,  of the
     Company contained in the Company's Registration Statement on Form 8-A (File
     No.  000-24187)  filed  with the  Commission  on  November  4, 1998 and all
     amendments 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, after the
date  hereof,  and  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 the Prospectus and to be a part hereof and
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 Richard
A. Ahl, Secretary,  75 Remsen Street,  Cohoes, New York 12047,  telephone number
(518) 233-6500.

                                      II-1

<PAGE>



     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.

Item 4. Description of Securities.

        Not Applicable.

Item 5. Interests of Named Experts and Counsel.

        Not Applicable.

Item 6. Indemnification of Directors and Officers.

     Article ELEVENTH of the Company's Certificate of Incorporation provides for
indemnification  of directors and officers of the Registrant against any and all
liabilities,  judgments,  fines and reasonable settlements,  costs, expenses and
attorneys'  fees  incurred in any actual,  threatened  or potential  proceeding,
except to the extent that such  indemnification  is limited by Delaware  law and
such law cannot be varied by contract or bylaw.  Article  ELEVENTH also provides
for the authority to purchase insurance with respect thereto.

     Section  145 of the  General  Corporation  Law of  the  State  of  Delaware
authorizes a  corporation's  board of directors to grant indemnity under certain
circumstances  to directors and  officers,  when made, or threatened to be made,
parties to certain  proceedings  by reason of such status with the  corporation,
against judgments,  fines, settlements and expenses,  including attorneys' fees.
In addition, under certain circumstances such persons may be indemnified against
expenses  actually and  reasonably  incurred in defense of a proceeding by or on
behalf  of  the  corporation.   Similarly,   the   corporation,   under  certain
circumstances,  is  authorized  to  indemnify  directors  and  officers of other
corporations  or  enterprises  who are  serving  as such at the  request  of the
corporation,  when such persons are made, or  threatened to be made,  parties to
certain  proceedings  by  reason  of  such  status,  against  judgments,  fines,
settlements  and  expenses,   including   attorneys'  fees;  and  under  certain
circumstances,  such persons may be indemnified  against  expenses  actually and
reasonably incurred in connection with the defense or settlement of a proceeding
by or in the right of such other corporation or enterprise.  Indemnification  is
permitted  where such person (i) was acting in good faith,  (ii) was acting in a
manner he reasonably  believed to be in or not opposed to the best  interests of
the corporation or other corporation or enterprise,  as appropriate,  (iii) with
respect to a criminal proceeding, had no reasonable cause to believe his conduct
was unlawful, and (iv) was not adjudged to be liable to the corporation or other
corporation  or enterprise  (unless the court where the  proceeding  was brought
determines that such person is fairly and reasonably entitled to indemnity).

     Unless  ordered by a court,  indemnification  may be made only  following a
determination that such  indemnification is permissible because the person being
indemnified has met the requisite standard of conduct. Such determination may be
made (i) by the corporation's  board of directors by a majority vote of a quorum
consisting of directors not at the time parties to such proceeding;

                                      II-2

<PAGE>



or (ii) if such a quorum  cannot be obtained  or the quorum so directs,  then by
independent legal counsel in a written opinion; or (iii) by the stockholders.

     Section 145 also permits  expenses  incurred by  directors  and officers in
defending a  proceeding  to be paid by the  corporation  in advance of the final
disposition  of such  proceedings  upon the  receipt  of an  undertaking  by the
director or officer to repay such amount if it is ultimately  determined that he
is not entitled to be indemnified by the corporation against such expenses.

     Under a directors' and officers' liability insurance policy,  directors and
officers of the Company are insured against certain liabilities.

Item 7. Exemption from Registration Claimed.

        Not Applicable.

Item 8. Exhibits.

                                                              Reference to Prior
Regulation                                                     Filing or Exhibit
S-K Exhibit                                                          Number
 Number        Document                                          Attached Hereto

     4     Instruments defining the rights of 
           security holders, including debentures:

           Certificate of Incorporation of Cohoes                       *
           Bancorp, Inc.

           Bylaws of Cohes Bancorp, Inc.                                **

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

    23     Consents of Experts and Counsel:

           Consent of Silver, Freedman & Taff, L.L.P.              Contained in
                                                                     Exhibit 5

           Consent of Arthur Andersen, L.P.                             23.2

    24     Power of Attorney                                       Contained on
                                                                  Signature Page

*   Incorporated   hereby  by  reference   to  Exhibit  3.1  of  the   Company's
    Registration Statement on Form S-1 (Registration No. 333-63539).

**  Incorporated   hereby  by  reference   to  Exhibit  3.2  of  the   Company's
    Registration Statement on Form S-1 (Registration No. 333-63539).


                                      II-3

<PAGE>



     The Registrant  hereby  undertakes that it will submit or has submitted the
Plan and any amendment  thereto to the Internal Revenue Service (the "IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan under  Section 401 of the Internal  Revenue Code of 1986, as
amended.

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 of 1933, 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  Act of 1933,  each
          filing of the Registrant's  annual report pursuant to Section 13(a) or
          Section  15(d)  of  the  Securities  Exchange  Act  of  1934  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 of 1933 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 Securities and Exchange 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 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 the
requirements  for filing on Form S-8 and the  Registrant  has duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized in the City of Cohoes, State of New York on January 19, 1999.

                                    COHOES BANCORP, INC.



                                    By: /s/ Harry L. Robinson
                                        Harry L. Robinson, 
                                        President and Chief Executive
                                        Officer (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 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  said  attorney-in-fact  and agent or his substitute or
substitutes 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, President,           Duncan S. Mac Affer, Director
Chief Executive   Officer and 
Director (Principal Executive
and Operating Officer)
                                        
Date:       January 19, 1999            Date:       January 19, 1999 

/s/ Arthur E. Bowen                     /s/ Walter H. Speidel       
Arthur E. Bowen, Director               Walter H. Speidel, Director 
                                                                    
Date:       January 19, 1999            Date:       January 19, 1999
                                               

                                      II-5

<PAGE>



/s/ R. Douglas Paton                     /s/ J. Timothy O'Hearn      
R. Douglas Paton, Director               J. Timothy O'Hearn, Director
                                                                     
Date:       January 19, 1999             Date:       January 19, 1999
                            
/s/ Chester C. DeLaMater                 /s/ Peter G. Casabonne      
Chester C. DeLaMater, Director           Peter G. Casabonne, Director
                                                                     
Date:       January 19, 1999             Date:       January 19, 1999
                                         
/s/ Michael L. Crotty                    /s/ Donald A. Wilson         
Michael L. Crotty, Director              Donald A. Wilson, Director   
                                                                    
Date:       January 19, 1999             Date:       January 19,  1999
                                                                    
/s/ Frederick G. Field                   /s/ Richard A. Ahl
Frederick G. Field, Director             Richard A. Ahl,  Secretary, Executive
                                         Vice President  and  Chief  Financial  
                                         Officer  (Principal  Financial    and
                                         Accounting Officer)

Date:       January 19, 1999             Date:       January 19, 1999
                                               

                                      II-6

<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities Act of 1933, the trustees
(or other  persons who  administer  the employee  benefit plan) have duly caused
this  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereunto duly authorized,  in the City of Cohoes, State of New York, on January
19, 1999.

                                         Cohoes Savings Bank 401(k) Savings Plan


 /s/ Harry L. Robinson

Member, Administrative Committee

Date:       January 19, 1999




                                      II-7

<PAGE>




                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549










                                    EXHIBITS


                                       TO


                       REGISTRATION STATEMENT ON FORM S-8



                                      UNDER


                           THE SECURITIES ACT OF 1933










                              COHOES BANCORP, INC.








<PAGE>



                                  EXHIBIT INDEX

                                                              Reference to Prior
Regulation                                                     Filing or Exhibit
S-K Exhibit                                                          Number
 Number                                      Document            Attached Hereto

  4      Instruments defining the rights of security
         holders, including debentures:

         Certificate of Incorporation of Cohoes                        *
         Bancorp, Inc.

         Bylaws of Cohoes Bancorp, Inc.                               **

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

 23      Consents of Experts and Counsel:

         Consent of Silver, Freedman & Taff, L.L.P.                Contained in
                                                                    Exhibit 5

         Consent of Arthur Andersen, L.P.                             23.2

 24      Power of Attorney                                         Contained on
                                                                  Signature Page

*    Incorporated   hereby  by  reference  to  Exhibit  3.1  of  the   Company's
     Registration Statement on Form S-1 (Registration No. 333-63539).

**   Incorporated   hereby  by  reference  to  Exhibit  3.2  of  the   Company's
     Registration Statement on Form S-1 (Registration No. 333-63539).
[{"type": "S-8", "sequence": "1", "description": "401(K) SAVINGS PLAN", "secsgml_size_bytes": 22949}]
{"company-data": {"conformed-name": "COHOES BANCORP INC", "cik": "0001070321", "assigned-sic": "6036", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70903", "film-number": "99509164"}, "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 January 21, 1999
                                                    Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

          Delaware                                       14-1807865
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

         75 Remsen Street, Cohoes, New York                  12047
         (Address of principal executive offices)         (Zip Code)

                               COHOES SAVINGS BANK
                               401(k) SAVINGS PLAN
                            (Full title of the plan)

                            Robert L. Freedman, P.C.
                                Beth A. Freedman
                         Silver, Freedman & Taff, L.L.P.
      (a limited liability partnership including professional corporations)
                            1100 New York Ave., N.W.
                             Washington, D.C. 20005
                     (Name and address of agent for service)
                                 (202) 414-6100
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

                                       Proposed     Proposed
                                        maximum     maximum
                                       offering     aggregate   
Title of securities    Amount to be      price      offering      Amount of     
 to be registered       registered      per share    price      registration fee
-------------------  ----------------- ---------- ------------- ----------------
Common Stock,        260,870 shares(1)  $11.34(2) $2,958,266(2)     $873(2)
$.01 par value

Interests in Plan(3)       N/A(3)          N/A        N/A            N/A(3)

(1)  Estimated maximum  aggregate number of shares of Cohoes Bancorp,  Inc. (the
     "Company")   common   stock   purchasable   with   employee   and  employer
     contributions under the Plan during the next 36 months.
(2)  Estimated  in  accordance  with Rule  457(h),  solely  for the  purpose  of
     calculating the registration fee at $11.34 per share, which was the average
     of the closing bid and ask prices of the  Company  common  stock on January
     19, 1999.
(3)  Pursuant to Rule 416(c) under the Securities Act of 1933, as amended,  this
     Registration  Statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described  herein.
     In accordance  with Rule 457(h)(2) no separate fee  calculation is made for
     plan interests.
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  Savings  Bank  401(k)
Savings  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
into this  Registration  Statement and the prospectus to which this Registration
Statement  relates  (the  "Prospectus"),  which  Prospectus  has been or will be
delivered  to  the  participants  in  the  Plan  covered  by  this  Registration
Statement:

(a)  The prospectus  contained in the Company's  Registration  Statement on Form
     S-1 filed on September 16, 1998 (Registration No. 333-63539), as amended by
     Pre-Effective  Amendment No. 1 to Form S-1 filed on October 30, 1998 and as
     amended by  Pre-Effective  Amendment No. 2 to Form S-1 filed on November 9,
     1998;

(b)  All reports filed by the Company  pursuant to Section 13(a) or 15(d) of the
     Exchange Act through the date hereof; and

(c)  The  description  of the common  stock,  par value  $.01 per share,  of the
     Company contained in the Company's Registration Statement on Form 8-A (File
     No.  000-24187)  filed  with the  Commission  on  November  4, 1998 and all
     amendments 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, after the
date  hereof,  and  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 the Prospectus and to be a part hereof and
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 Richard
A. Ahl, Secretary,  75 Remsen Street,  Cohoes, New York 12047,  telephone number
(518) 233-6500.

                                      II-1
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.

Item 4. Description of Securities.

        Not Applicable.

Item 5. Interests of Named Experts and Counsel.

        Not Applicable.

Item 6. Indemnification of Directors and Officers.

     Article ELEVENTH of the Company's Certificate of Incorporation provides for
indemnification  of directors and officers of the Registrant against any and all
liabilities,  judgments,  fines and reasonable settlements,  costs, expenses and
attorneys'  fees  incurred in any actual,  threatened  or potential  proceeding,
except to the extent that such  indemnification  is limited by Delaware  law and
such law cannot be varied by contract or bylaw.  Article  ELEVENTH also provides
for the authority to purchase insurance with respect thereto.

     Section  145 of the  General  Corporation  Law of  the  State  of  Delaware
authorizes a  corporation's  board of directors to grant indemnity under certain
circumstances  to directors and  officers,  when made, or threatened to be made,
parties to certain  proceedings  by reason of such status with the  corporation,
against judgments,  fines, settlements and expenses,  including attorneys' fees.
In addition, under certain circumstances such persons may be indemnified against
expenses  actually and  reasonably  incurred in defense of a proceeding by or on
behalf  of  the  corporation.   Similarly,   the   corporation,   under  certain
circumstances,  is  authorized  to  indemnify  directors  and  officers of other
corporations  or  enterprises  who are  serving  as such at the  request  of the
corporation,  when such persons are made, or  threatened to be made,  parties to
certain  proceedings  by  reason  of  such  status,  against  judgments,  fines,
settlements  and  expenses,   including   attorneys'  fees;  and  under  certain
circumstances,  such persons may be indemnified  against  expenses  actually and
reasonably incurred in connection with the defense or settlement of a proceeding
by or in the right of such other corporation or enterprise.  Indemnification  is
permitted  where such person (i) was acting in good faith,  (ii) was acting in a
manner he reasonably  believed to be in or not opposed to the best  interests of
the corporation or other corporation or enterprise,  as appropriate,  (iii) with
respect to a criminal proceeding, had no reasonable cause to believe his conduct
was unlawful, and (iv) was not adjudged to be liable to the corporation or other
corporation  or enterprise  (unless the court where the  proceeding  was brought
determines that such person is fairly and reasonably entitled to indemnity).

     Unless  ordered by a court,  indemnification  may be made only  following a
determination that such  indemnification is permissible because the person being
indemnified has met the requisite standard of conduct. Such determination may be
made (i) by the corporation's  board of directors by a majority vote of a quorum
consisting of directors not at the time parties to such proceeding;

                                      II-2
or (ii) if such a quorum  cannot be obtained  or the quorum so directs,  then by
independent legal counsel in a written opinion; or (iii) by the stockholders.

     Section 145 also permits  expenses  incurred by  directors  and officers in
defending a  proceeding  to be paid by the  corporation  in advance of the final
disposition  of such  proceedings  upon the  receipt  of an  undertaking  by the
director or officer to repay such amount if it is ultimately  determined that he
is not entitled to be indemnified by the corporation against such expenses.

     Under a directors' and officers' liability insurance policy,  directors and
officers of the Company are insured against certain liabilities.

Item 7. Exemption from Registration Claimed.

        Not Applicable.

Item 8. Exhibits.

                                                              Reference to Prior
Regulation                                                     Filing or Exhibit
S-K Exhibit                                                          Number
 Number        Document                                          Attached Hereto

     4     Instruments defining the rights of 
           security holders, including debentures:

           Certificate of Incorporation of Cohoes                       *
           Bancorp, Inc.

           Bylaws of Cohes Bancorp, Inc.                                **

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

    23     Consents of Experts and Counsel:

           Consent of Silver, Freedman & Taff, L.L.P.              Contained in
                                                                     Exhibit 5

           Consent of Arthur Andersen, L.P.                             23.2

    24     Power of Attorney                                       Contained on
                                                                  Signature Page

*   Incorporated   hereby  by  reference   to  Exhibit  3.1  of  the   Company's
    Registration Statement on Form S-1 (Registration No. 333-63539).

**  Incorporated   hereby  by  reference   to  Exhibit  3.2  of  the   Company's
    Registration Statement on Form S-1 (Registration No. 333-63539).

                                      II-3
The Registrant  hereby  undertakes that it will submit or has submitted the
Plan and any amendment  thereto to the Internal Revenue Service (the "IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan under  Section 401 of the Internal  Revenue Code of 1986, as
amended.

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 of 1933, 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  Act of 1933,  each
          filing of the Registrant's  annual report pursuant to Section 13(a) or
          Section  15(d)  of  the  Securities  Exchange  Act  of  1934  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 of 1933 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 Securities and Exchange 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 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 the
requirements  for filing on Form S-8 and the  Registrant  has duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized in the City of Cohoes, State of New York on January 19, 1999.

                                    COHOES BANCORP, INC.

                                    By: /s/ Harry L. Robinson
                                        Harry L. Robinson, 
                                        President and Chief Executive
                                        Officer (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 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  said  attorney-in-fact  and agent or his substitute or
substitutes 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, President,           Duncan S. Mac Affer, Director
Chief Executive   Officer and 
Director (Principal Executive
and Operating Officer)
                                        
Date:       January 19, 1999            Date:       January 19, 1999 

/s/ Arthur E. Bowen                     /s/ Walter H. Speidel       
Arthur E. Bowen, Director               Walter H. Speidel, Director 
                                                                    
Date:       January 19, 1999            Date:       January 19, 1999
                                               

                                      II-5
/s/ R. Douglas Paton                     /s/ J. Timothy O'Hearn      
R. Douglas Paton, Director               J. Timothy O'Hearn, Director
                                                                     
Date:       January 19, 1999             Date:       January 19, 1999
                            
/s/ Chester C. DeLaMater                 /s/ Peter G. Casabonne      
Chester C. DeLaMater, Director           Peter G. Casabonne, Director
                                                                     
Date:       January 19, 1999             Date:       January 19, 1999
                                         
/s/ Michael L. Crotty                    /s/ Donald A. Wilson         
Michael L. Crotty, Director              Donald A. Wilson, Director   
                                                                    
Date:       January 19, 1999             Date:       January 19,  1999
                                                                    
/s/ Frederick G. Field                   /s/ Richard A. Ahl
Frederick G. Field, Director             Richard A. Ahl,  Secretary, Executive
                                         Vice President  and  Chief  Financial  
                                         Officer  (Principal  Financial    and
                                         Accounting Officer)

Date:       January 19, 1999             Date:       January 19, 1999
                                               

                                      II-6
SIGNATURES

     Pursuant to the  requirements  of the  Securities Act of 1933, the trustees
(or other  persons who  administer  the employee  benefit plan) have duly caused
this  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereunto duly authorized,  in the City of Cohoes, State of New York, on January
19, 1999.

                                         Cohoes Savings Bank 401(k) Savings Plan

 /s/ Harry L. Robinson

Member, Administrative Committee

Date:       January 19, 1999

                                      II-7
SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    EXHIBITS

                                       TO

                       REGISTRATION STATEMENT ON FORM S-8

                                      UNDER

                           THE SECURITIES ACT OF 1933

                              COHOES BANCORP, INC.
EXHIBIT INDEX

                                                              Reference to Prior
Regulation                                                     Filing or Exhibit
S-K Exhibit                                                          Number
 Number                                      Document            Attached Hereto

  4      Instruments defining the rights of security
         holders, including debentures:

         Certificate of Incorporation of Cohoes                        *
         Bancorp, Inc.

         Bylaws of Cohoes Bancorp, Inc.                               **

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

 23      Consents of Experts and Counsel:

         Consent of Silver, Freedman & Taff, L.L.P.                Contained in
                                                                    Exhibit 5

         Consent of Arthur Andersen, L.P.                             23.2

 24      Power of Attorney                                         Contained on
                                                                  Signature Page

*    Incorporated   hereby  by  reference  to  Exhibit  3.1  of  the   Company's
     Registration Statement on Form S-1 (Registration No. 333-63539).

**   Incorporated   hereby  by  reference  to  Exhibit  3.2  of  the   Company's
     Registration Statement on Form S-1 (Registration No. 333-63539).