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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                --------------------------------------------------
                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              TRUSTCO BANK CORP NY
                (Exact Name of Company as Specified in Its Charter)
                New York                                14-1630287
      -------------------------------      -----------------------------------
       (State or Other Jurisdiction        (I.R.S. Employer Identification No.)
     of Incorporation or Organization)

                      5 Sarnowski Drive, Glenview, New York 12302
                  (Address of Principal Executive Offices) (Zip Code)

                   2004 TRUSTCO BANK CORP NY STOCK OPTION PLAN
                            (Full Title of the Plan)

                               ROBERT T. CUSHING
              Executive Vice President and Chief Financial Officer
                              TrustCo Bank Corp NY
                                5 Sarnowski Drive
                            Glenville, New York 12302
                                 (518) 377-3311
 ------------------------------------------------------------------------------
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)

                                   Copies to:
                            Leonard J. Essig, Esq.
                          Lewis, Rice & Fingersh, L.C.
                         500 North Broadway, Suite 2000
                            St. Louis, Missouri 63102
                                 (314) 444-7600

                         CALCULATION OF REGISTRATION FEE
================= ============== =============== =============== ==============

                                    Proposed        Proposed
   Title Of          Amount          Maximum         Maximum         Amount Of
 Securities To        To Be       Offering Price    Aggregate      Registration
 Be Registered     Registered(1)   Per Share(2)   Offering Price        Fee
----------------- -------------- --------------- --------------- --------------

Common Stock,
($1.00 par value)   2,000,000        $12.13         $24,260,000      $3,073.74
================= ============== =============== =============== ==============

         (1) The securities registered hereunder include securities issued
pursuant to the terms of the 2004 TrustCo Bank Corp NY Stock Option Plan that
provide for adjustments in the amount of securities being issued to prevent
dilution resulting from stock splits, stock dividends or similar transactions.

         (2) Pursuant to Rule 457(h) represents the average of the high and low
reported prices for the Company's common stock as reported on the NASDAQ
National Market System on May 17, 2004, such date being a date within five
business days prior to the date of filing of this Registration Statement.




                                       1
<PAGE>




     PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference

         Information contained in the following documents of TrustCo Bank Corp
NY (the "Company") filed with the Securities and Exchange Commission (the
"Commission") is incorporated herein by reference:

         (a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2003, as filed with the Commission pursuant to Section 13(a) of
the Securities Exchange Act of 1934 (the "Exchange Act");

         (b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2004, as filed with the Commission pursuant to Section 13(a) of the
Exchange Act;

         (c) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since December 31, 2003; and

         (d) The description of the Company's common stock contained in the
Company's Registration Statement on Form S-4 under the Securities Act of 1933,
Registration No. 33-40379, and an update of that description contained in the
Company's Current Report on Form 8-K filed on July 9, 1991; and including any
amendment or report filed for purposes of updating such description.

         All reports and other documents subsequently filed by the Company
pursuant to Section 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 to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.


Item 4.  Description of Securities

         This item is inapplicable since the securities to be offered are
registered under Section 12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel

         The legality of the issue of the shares of the Company's common stock
offered hereunder has been passed upon for the Company by Lewis, Rice &
Fingersh, L.C., St. Louis, Missouri.

Item 6.  Indemnification Of Directors And Officers

         Sections 721-726 of the New York Business Corporation Law provide for
or permit the indemnification of directors and officers of the Company, a New
York corporation, under certain circumstances. Generally, a corporation may
indemnify a director or officer of the corporation against any judgments,
fines, amounts paid in settlement and reasonable expenses, if such director or
officer acted, in good faith, for a purpose which he or she reasonably believed
to be in the best interests of the corporation and, in criminal actions, had no
reasonable cause to believe that his or her conduct was unlawful.



                                       2
<PAGE>



         Article XI of the Company's Amended and Restated Certificate of
Incorporation provides that to the fullest extent elimination or limitation of
director liability is permitted by the New York Business Corporation Law, no
directors of the corporation shall be liable to the corporation, or its
shareholders for any breach of duty in such capacity.

         Article 13, Section 13.2, of the Company's Bylaws, as amended,
expressly provides that no indemnification may be made to or on behalf of any
director or officer if a judgment or other final adjudication adverse to the
director or officer establishes that his or her acts were committed in bad
faith or were the result of an act of deliberate dishonesty and were material
to the cause of action so adjudicated, or that he or she personally gained in
fact a financial profit or other advantage to which he or she was not entitled.

         Pursuant to employment agreements between the Company and certain of
its executive officers, the Company provides that it shall indemnify such
executives for acts or decisions made by such executives in good faith while
performing services for the Company, and the Company shall use its best efforts
to obtain insurance coverage relating thereto.

         Pursuant to a policy of directors' and officers' insurance with total
annual limits of $15,000,000, the directors and officers of the Company are
insured, subject to the limits, exceptions and other terms and conditions of
such policy, against liability for claims made against them for any actual or
alleged error or misstatement or misleading statement or act or omission or
neglect or breach of duty while acting in their individual or collective
capacities as directors or officers.

Item 7.  Exemption from Registration Claimed

         This item is inapplicable.

Item 8.  Exhibits

         The following exhibits are submitted herewith or incorporated by
reference herein.

 Exhibit    Exhibit
  Number

   4.1      2004 TrustCo Bank Corp NY Stock Option Plan.

   5.1      Opinion of Lewis, Rice & Fingersh, L.C.

   15.1     KPMG LLP Letter regarding Unaudited Interim Financial Information.

   23.1     Independent Auditor's Consent.



                                       3
<PAGE>


   23.2     Consent of Lewis, Rice & Fingersh, L.C. (included
            as part of Exhibit 5.1).

   24.1     Powers of Attorney.




Item 9.  Undertakings

         (a)  The Company hereby undertakes:

              (1)  To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement;

                   (i)    to include any prospectus required by section
         10(a)(3) of the Securities Act of 1933;


                   (ii)   to reflect in the prospectus any facts or events
              arising after the effective date of the registration statement
              (or the most recent post-effective amendment thereof) which,
              individually or in the aggregate, represent a fundamental
              change in the information set forth in the registration
              statement. Notwithstanding the foregoing, any increase and
              decrease in volume of securities offered (if the total dollar
              value of securities offered would not exceed that which was
              registered) and any deviation from the low or high end of the
              estimated maximum offering range may be reflected in the form
              of prospectus filed with the Commission pursuant to Rule
              424(b) if, in the aggregate, the changes in volume and price
              represent no more than 20% change in the maximum aggregate
              offering price set forth in the "Calculation of Registration
              Fee" table in the effective registration statement;

                   (iii)  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;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the registration statement is on Form S-3, Form S-8 or Form
         F-3, and the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed
         with or furnished to the Commission by the registrant pursuant to
         Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
         incorporated by reference 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.



                                       4
<PAGE>


              (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 Company hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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 Company pursuant to the foregoing provisions, or otherwise, the
Company 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 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 Act and will be governed by the final
adjudication of such issue.



                                       5
<PAGE>



                                   SIGNATURES

        The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Schenectady, State of New York, on
May 18, 2004.

                                      TRUSTCO BANK CORP NY


                                      By  /s/ Robert J. McCormick
                                          -----------------------------------
                                          Robert J. McCormick
                                          President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on May 18, 2004.


Name                                                 Title/Position

                                                  Chief Executive Officer
/s/ Robert J. McCormick                        (Principal Executive Officer)
-------------------------------
Robert J. McCormick
                                                Executive Vice President and
                                                   Chief Financial Officer
/s/ Robert T. Cushing                             (Principal Financial and
-------------------------------                      Accounting Officer)
Robert T. Cushing


        *                                                Director
-------------------------------
Robert A. McCormick


        *                                                Director
-------------------------------
Barton A. Andreoli


        *                                                Director
-------------------------------
Anthony J. Marinello, M.D., PhD


        *                                                Director
-------------------------------
William D. Powers



                                       6
<PAGE>



        *                                                Director
-------------------------------
Joseph A. Lucarelli


        *                                                Director
-------------------------------
William J. Purdy


        * By:   /s/ Robert M. Leonard
             ---------------------------
                Robert M. Leonard
                Attorney-in-Fact







                                       7
<PAGE>




                              TRUSTCO BANK CORP NY
                         FORM S-8 REGISTRATION STATEMENT

                                  Exhibit Index

   Exhibits

      4.1     2004 TrustCo Bank Corp NY Stock Option Plan

      5.1     Opinion of Lewis, Rice & Fingersh, L.C.

     15.1     KPMG LLP Letter regarding Unaudited Interim Financial Information

     23.1     Independent Auditor's Consent

     23.2     Consent of Lewis, Rice & Fingersh, L.C. (included
              as part of Exhibit 5.1)

     24.1     Powers of Attorney




                                       8
<PAGE>



                                   Exhibit 4.1




                                       9
<PAGE>



                            2004 TRUSTCO BANK CORP NY


                                STOCK OPTION PLAN


         WHEREAS, TrustCo Bank Corp NY (the "Company") desires to establish a
stock option plan;

         NOW, THEREFORE, TrustCo Bank Corp NY does hereby establish the 2004
TrustCo Bank Corp NY Stock Option Plan as follows:

SECTION 1:         PURPOSE

         This 2004 TrustCo Bank Corp NY Stock Option Plan (the "Plan") has been
established by TrustCo Bank Corp NY to advance the interests of the Company and
its stockholders by providing to certain key employees an opportunity to
acquire equity ownership in the Company and the incentive advantages inherent
in that equity ownership.

SECTION 2:         DEFINITIONS

         When capitalized and used in this Plan, each of the following terms or
phrases has the indicated meaning, unless a different meaning is clearly
implied by the content:

"Adoption Date"      means the date this plan is duly adopted by the Board.

"Board"              means the Board of Directors of TrustCo Bank Corp NY.

"Code"               means the Internal Revenue Code of 1986, as amended.

"Committee"          means the Committee to be appointed by the Board from time
                     to time and to consist of three or more members of the
                     Board who have not been eligible to receive options under
                     the Plan at any time within a period of one year
                     immediately preceding the date of their appointment to
                     such Committee.

"Company"            means TrustCo Bank Corp NY and its Subsidiaries.

"Disability"         means a Participant's termination of employment by the
                     Company or a Participating Subsidiary by reason of his
                     permanent and total disability, as defined in
                     Code Section 22(e)(3).

"Eligible Employee"  means any executive or other key managerial employee of
                     the Company or any Participating Subsidiary who has been
                     designated by the Board as eligible to participate in the
                     Plan and who is a full-time, salaried employee of the
                     Company, provided he is so employed at the date any Stock
                     Option is granted to him.



                                       10
<PAGE>



"Fair Market Value"  means the closing price for shares of Company common stock
                     on the applicable date as reported on The Nasdaq Stock
                     Market or such other system as may supersede it, and, if
                     no such price is reported  for the day of grant, the
                     Fair Market Value shall be determined by reference to such
                     price on the next preceding day on which such price was
                     reported.  If the Stock is listed on an established stock
                     exchange or exchanges, the Fair Market Value shall be
                     deemed to be the closing price for shares of Company
                     common stock on the applicable date on such stock exchange
                     or exchanges or, if no sale of Stock has been made on any
                     stock exchange that day, the Fair Market Value shall be
                     determined by reference to such price for the next
                     preceding day on which a sale occurred.  In the event that
                     no such price is available, then the Fair Market Value
                     shall be determined by the Committee in good faith.  The
                     purchase price shall be subject to adjustment only as
                     provided in Section 9 of the Plan.

"Incentive Stock     means an option granted to a Participant under this Plan
Option"              to purchase the Stock, which is designated as an Incentive
                     Stock Option and which satisfies the requirements of
                     Code section 422, as amended.

"Nonqualified Stock  means an option granted to a Participant under this Plan
Option"              to purchase the Stock and which is not an Incentive
                     Stock Option.

"Option Agreement"   means the written agreement executed between the
                     Participant and the Company evidencing the award of Stock
                     Options under this Plan, as more particularly described
                     in Section 7.

"Participant"        means any Eligible Employee who has been awarded any Stock
                     Option(s) under this Plan and his heirs, legatees, or
                     personal representatives who may succeed to his interests
                     under any Option Agreement at his death.

"Participating       means a Subsidiary some or all of whose employees have
Subsidiary"          been designated as Eligible Employees by the Board.

"Plan"               means the 2004 TrustCo Bank Corp NY Stock Option Plan as
                     it may be amended from time to time.

"Shareholder-        means any Eligible Employee who at the time an Incentive
Employee"            Stock Option is to be granted to him under this Plan owns
                     (within the meaning of Code Section 422(b)(6) and (c)(5))
                     more than 10% of the combined voting power of all classes
                     of the Stock.


                                       11
<PAGE>


"Stock"              means shares of the common stock of TrustCo Bank Corp NY,
                     which may be either authorized but unissued shares or
                     treasury shares.

"Stock Appreciation  means a right, granted to a Participant concurrently with
Right"               the grant of a Nonqualified Stock Option, to receive a
                     cash payment from the Company upon the partial or complete
                     cancellation of that option by a Participant.  Each Option
                     Agreement may provide that the Participant may from time
                     to time elect to cancel all or any portion of the Option
                     then subject to exercise, in which event the Company's
                     obligation in respect of such Option may be discharged by
                     payment to the Participant of an amount in cash equal to
                     the excess, if any, of the Fair Market Value at the time
                     of cancellation of the shares subject to the Option or the
                     portion thereof so cancelled, over the aggregate purchase
                     price for such shares as set forth in the Option
                     Agreement. In the event of such a cancellation, the number
                     of shares as to which such Option was cancelled shall not
                     become available for use under the Plan.

"Stock Option"       or "Option" means a right granted under this Plan to
                     purchase Stock, including a Nonqualified Stock Option or
                     an Incentive Stock Option.

"Subsidiary"         means a corporation of which stock possessing 50% or more
                     of the total combined voting power of all classes of its
                     stock entitled to vote generally in the election of
                     directors is owned in the aggregate by TrustCo Bank
                     Corp NY directly or indirectly through one or more
                     Subsidiaries.

SECTION 3:         PLAN ADMINISTRATION

     The Plan is to be administered by the Committee except as otherwise
provided in the Plan. Subject to all other Plan provisions, the Committee is
expressly empowered to:

         1.   select the Eligible Employees who are to receive Stock Options
and Stock Appreciation Rights under this Plan from time to time and grant those
Options and Stock Appreciation Rights;

         2.   determine the time(s) at which Stock Options and Stock
Appreciation Rights are to be granted;

         3.   determine the number of shares of Stock to be subject to a
Stock Option granted to any Participant;

         4.   determine the option price and term of each Stock Option granted
under this Plan (including whether it is to be an Incentive Stock Option or
Nonqualified Stock Option) and all other terms and conditions to be included in
the Option Agreement relating to any Stock Options under this Plan;


                                       12
<PAGE>


         5.   determine the duration and purposes of leaves of absence which
may be granted to a Participant without constituting a termination of
employment or service for purposes of the Plan;

         6.   determine all matters of interpretation of the Plan and any
Option Agreement, and the Committee's decisions shall have a sound, rational
basis;

         7.   determine, in its sole discretion, whether (i) the Company is to
accept Stock previously acquired by a Participant as payment of the option
price for Stock Options granted under this Plan or (ii) the Company will permit
payment via the simultaneous exercise of Stock Options and sale of the Stock
acquired pursuant thereto; provided, however, that no exercise will be
permitted if the Company or the Committee concludes that the manner of such
exercise would, or would reasonably be expected to, violate Section 402 of the
Sarbanes-Oxley Act;

         8.   prescribe, amend and rescind all rules and regulations relating
to the Plan and its operations;

         9.   in the event of the Company's or a Participating  Subsidiary's
merger, consolidation, dissolution or liquidation, accelerate the exercise date
and expiration date for any unexercised Stock Options then outstanding; and

         10.  make all other determinations and decisions and take all further
actions deemed necessary or advisable for the Plan's administration.

         Notwithstanding any conflicting Plan provision, the Board reserves the
right, by written resolution duly adopted by the Board, to terminate from time
to time any and all powers delegated to the Committee by the express Plan
provisions and, in that event, those Committee powers so terminated by the
Board shall revert to and be fully exercisable by the Board to the same extent
as they were exercisable by the Committee, provided that no termination of the
Committee's powers shall be retroactively effective. Any termination of the
Committee's powers under this Plan shall not be deemed a Plan amendment. No
Committee or Board member may participate in the decision to award any Stock
Option or Stock Appreciation Right under this Plan to himself. Neither the
Board nor the Committee may, without the Participant's consent, change the
terms and conditions of any Option Agreement after its execution, except to the
extent that the Agreement may, by its terms, be so amended.

SECTION 4:         PLAN EFFECTIVE DATE AND DURATION

         This Plan is effective as of the Adoption Date, subject, however, to
the Plan's approval by the Company's shareholders either on or before the
Adoption Date or within the 12-month period following the Adoption Date. If
shareholder approval is not so obtained, all Stock Options, Stock Appreciation
Rights and Option Agreements granted under this Plan shall automatically be
null and void, ab initio. No Stock Option may be granted under this Plan at any
date which is 10 years or more after the Adoption Date.


                                       13
<PAGE>


SECTION 5:         AMENDMENTS AND TERMINATIONS

         This Plan may be amended, suspended, terminated or reinstated, in
whole or in part, at any time by the Board; provided, however, that without the
approval of the Company's stockholders, the Board may not:

         1.  except as provided in Section 9, increase the number of shares of
Stock subject to Stock Options issued under this Plan;

         2.  extend the maximum period during which a Stock Option may be
exercised;

         3.  extend the maximum period during which Incentive Stock Options may
be granted under this Plan; or

         4.  change the class of Eligible Employees.

SECTION 6:         SHARES SUBJECT TO THE PLAN

         1.  The total number of shares available for grants of Stock Options
under this Plan is 2,000,000 subject to the adjustments under Section 9. The
shares may be either authorized but unissued shares or treasury shares. If a
Stock Option or a portion thereof expires or terminates for any reason without
being exercised in full, the unpurchased shares covered by the Option are to be
available for future Stock Option grants under this Plan.

         2.  The maximum aggregate number of shares of Stock with respect to
which Stock Options may be granted in any one fiscal year to any single
Employee shall be 500,000.

SECTION 7:         GRANTS OF OPTIONS

         1.  Nonqualified Stock Options may be granted to any Eligible
Employee, at the time(s) and upon such terms and conditions as may be selected
by the Committee. At the time of grant of a Nonqualified Stock Option, the
Committee may, in its discretion, also grant to the Eligible Employee Stock
Appreciation Rights for the total number of shares subject to that Option. The
grant of a Nonqualified Stock Option and, if appropriate, Stock Appreciation
Rights shall be evidenced by an Option Agreement between the Eligible Employee
and the Company containing any terms and conditions specified by the Committee,
but including the terms described in Section 8.

         2.  Incentive Stock Options may be granted to any Eligible Employee,
at the time(s) and upon such terms and condition as may be selected by the
Committee, subject, nevertheless to the following:

             (a) To the extent the aggregate Fair Market Value, determined
             at the time the Incentive Stock Option is granted, of the
             shares with respect to which Incentive Stock Options are
             exercisable for the first time by an Eligible Employee during
             any calendar year (under all stock option plans of the Company
             and its Subsidiaries to which the provisions of Section 422 of
             the Code apply) exceeds $100,000, such Option shall be treated
             as a Nonqualified Stock Option.


                                       14
<PAGE>


             (b) The grant shall be evidenced by an Option Agreement
             between the Company and the Eligible Employee containing any
             terms and conditions specified by the Committee, except that
             those terms and conditions must conform with Section 8 and
             must be consistent with the requirements for an "incentive
             stock option" as described in Code Section 422(b).

SECTION 8:         TERMS OF OPTIONS AGREEMENT

         All Option Agreements issued under this Plan must include terms that
are consistent with the following:

         1. The Participant shall be entitled to purchase the number of shares
subject to the Stock Option, upon his exercise of that Option, at a price no
less than 100% of the Stock's Fair Market Value at the date of the grant;
provided, however, that in the case of an Incentive Stock Option granted to a
Shareholder-Employee, the option price is to be no less than 110% of that Fair
Market Value.

         2. At the option's exercise, the option price may be paid in cash or
cash equivalent-that is, by certified check, bank draft or postal or express
money orders made payable to the Company's order in U.S. dollars.
Alternatively, in the Committee's sole discretion, the option price may be
paid, in whole or in part, by the Participant's exchange of Stock previously
acquired by him, based on that Stock's Fair Market Value at the date of
exchange or via the simultaneous exercise of Stock Options and sale of the
Stock acquired pursuant thereto; provided, however, that no exercise will be
permitted if the Company or the Committee concludes that the manner of such
exercise would, or would reasonably be expected to, violate Section 402 of the
Sarbanes-Oxley Act. However, no Stock may be accepted in payment of the option
price upon exercise of an Incentive Stock Option, if that Stock was acquired by
the Participant's previous exercise of an Incentive Stock Option unless that
Stock has been held by the Participant for more than two years after the date
that previous Option was granted and more than one year after the date that
previous Option was exercised.

         3. The Option may not be exercisable after the earlier of the
following dates:

            (a) If (i) the Option is an Incentive Stock Option but the
            Participant is not a Shareholder-Employee at the date of
            grant, or (ii) the Option is not an Incentive Stock Option,
            the date 10 years after the date of grant;

            (b) If the Participant is a  Shareholder-Employee at the date of
            grant and the Option is an Incentive Stock Option, the date five
            years after the date of grant;

            (c) If the Participant's employment terminates for reasons
            other than his death or Disability or retirement, the date
            three months after the date his employment terminates;


                                       15
<PAGE>


            (d) If the Participant terminates employment as a result of
            Disability or retirement, the date described in Item 3(a) or 3(b),
            whichever is applicable;

            (e) If the Participant dies, the date prescribed by the
            Committee, except that no Option shall be exercisable after
            the date described in Item 3(a) or 3(b) of Section 8,
            whichever is applicable.

If the Option is an Incentive Stock Option and the Participant's employment
terminates due to Disability or retirement, the tax treatment available
pursuant to Code Section 422 upon the exercise of an Incentive Stock Option
will not be available to a Participant who exercises any Incentive Stock Option
more than (a) three months after the date of the termination of employment due
to retirement or (b) twelve months after the date of termination of employment
due to Disability. If the Option is an Incentive Stock Option and the
Participant dies, the tax treatment available pursuant to Code Section 422 upon
the exercise of an Incentive Stock Option will not be available to the
Participant's estate or any person who acquires the Option by bequest or
inheritance or by reason of the death of the Participant unless the Participant
was eligible for such tax treatment at the time of his death.

         Notwithstanding the foregoing, the Committee, in its discretion, may
further limit the period during which all or any portion of a Stock Option may
be exercised and may accelerate the time at which an Option maybe exercised.

         4.  Acceleration and the immediate right to exercise options in full
will occur upon a Change in Control of the Company, which is defined to include
any one or more the following:

         (a) any individual, corporation (other than TrustCo Bank Corp NY or
Trustco Bank hereinafter collectively referred to as the "Companies"),
partnership, trust, association, pool, syndicate, or any other entity or group
of persons acting in concert becomes the beneficial owner, as that concept is
defined in Rule 13d-3 promulgated by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, of securities of either of the
Companies possessing 20% or more of the voting power for the election of
directors of either of the Companies; or

         (b) there shall be consummated any consolidation, merger or
other business combination involving either of the Companies or the securities
of either of the Companies in which holders of voting securities immediately
prior to such consummation own, as a group, immediately after such
consummation, voting securities of either of the Companies (or, if either of
the Companies does not survive such transaction, voting securities of the
entity or entities surviving such transaction) having 60% or less of the total
voting power in an election of directors of either of the Companies (or such
other surviving entity or entities); or



                                       16
<PAGE>


         (c) during any period of two consecutive years, individuals
who at the beginning of such period constitute the directors of either of the
Companies cease for any reason to constitute at least a majority thereof unless
the election, or nomination for election by either of the Companies'
shareholders, of each new director of either of the Companies was approved by a
vote of at least two-thirds of the directors of either of the Companies then
still in office who were directors of either of the Companies at the beginning
of any such period; or

         (d) removal by the stockholders of all or any of the incumbent
directors of either of the Companies other than a removal for cause; or

         (e) there shall be consummated at any sale, lease, exchange or
other transfer (in one transaction or a series of related transactions) of all,
or substantially all, of the assets of either of the Companies to a party which
is not controlled by or under common control with either of the Companies; or

         (f) an announcement of any of the events described in paragraphs
(a) through (e) above, including but not limited to a press release, public
statement or filing with federal or state regulators.

         Upon exercise of an Option during the 30-day period prior to the
anticipated date of consummation of a Change in Control, the Participant
exercising the Option may, in lieu of the receipt of Stock upon the exercise of
the Option, elect by written notice to the Company to receive an amount in cash
equal to the excess of the aggregate Value (as defined below) of the shares of
Stock covered by the Option or portion thereof surrendered determined on the
date the Option is exercised, over the aggregate exercise price of the Option
(such excess is referred to herein as the "Aggregate Spread") which amount, in
the event of a Change in Control as described in (f) above, will be paid no
later than 15 days prior to the date of consummation of such Change in Control
and such election may be revoked up to that date; provided, however, and
notwithstanding any other provision of this Plan, if the end of such 30-day
period prior to the anticipated date of consummation of a Change in Control is
within six months of the date of grant of an Option held by a Participant who
is an officer of the Company (for purposes of Section 16(b) of the Exchange
Act), such Option shall be canceled in exchange for a cash payment to the
Participant equal to the Aggregate Spread on the day which is six months and
one day after the date of grant of such Option. As used in this Section 12(a)
(iii) the term "Value" means the higher of (i) the highest Fair Market Value
during the 30-day period prior to the anticipated date of consummation of a
Change in Control, and (ii) if the Change in Control is the result of a
transaction or series of transactions described in paragraphs (a) or (b) above,
the highest price per share of the Stock paid in such transaction or series of
transactions (which in the case of paragraph (b) shall be the highest price
per share of the Stock as reflected in a Schedule 13D by the person having
made the acquisition). In the event a payment is made to a Participant as the
result of an announcement constituting a Change in Control and the transaction
described in such announcement is not consummated, such payment shall be
promptly repaid to the Company. In the event of repayment, the Company will
pay each Participant a "tax gross-up payment" in respect of any taxes incurred
by the Participant with respect to the amount that has been repaid. For
purposes of this Section, the term "tax gross-up payment" means an amount such
that, after the payment of taxes on such tax gross-up payment, there remains a
balance sufficient to pay the taxes being reimbursed. For purposes of this
Section, the term "taxes" includes taxes, penalties and interest imposed by any
taxing authority.


                                       17
<PAGE>


         5. The Stock Option(s) and any related Stock Appreciation Rights may
be exercised during such Participant's lifetime, only by the Participant and,
after his death, only by his heirs legatees or personal representatives who
succeed to his interest under the Option Agreement. The Option Agreement, the
Stock Options and the Stock Appreciation Rights issued under this Plan shall
not be transferable by the Participant other than by will or by the laws of
descent and distribution; provided, however, in addition to non-transferable
Stock Options, the Committee may grant Nonqualified Stock Options that are
transferable, without payment of consideration, to (i) revocable trusts for
the benefit of immediate family members which qualify as grantor trusts for
Federal income tax purposes, (ii) by gift to immediate family members, and
(iii) to partnerships whose only partners are immediate family members. The
Committee may also amend outstanding Nonqualified Stock Options to provide for
such transferability.  Notwithstanding the foregoing, in the event that a
transferable Nonqualified Stock Option is transferred as permitted herein,
such nonqualified Stock Option(s) may be exercised by such transferee. The
transferee of a transferable Nonqualified Stock Option is subject to all
conditions applicable to the transferable Nonqualified Stock Option prior to
its transfer.

         6. To the extent the aggregate Fair Market Value (determined at the
time the Option is granted) of the stock with respect to which Incentive Stock
Options are exercisable for the first time by such individual during any
calendar year (under all such plans of the individual's employer corporation
and its parent and subsidiary corporation) exceeds $100,000, such Option shall
be treated as a Nonqualified Stock Option.

         7. If a Participant's employment terminates by his death, Disability
or retirement, the exercise of each Option shall accelerate and become
exercisable in full upon such termination, and shall remain exercisable
throughout the period permitted for exercise as described in Item 3 of this
Section 8.

         8. If a Participant dies during the period which he or she could have
exercised an Option under Item 3 of Section 8 of the Plan, then the Option may
be exercised by the executors or administrators of the Participant's estate, or
by any person or persons who may have acquired the Option, directly from the
Participant by bequest or inheritance within a period prescribed by the
Committee after the Participant's death, except that no Option shall be
exercisable after its expiration date as defined in Item 3(a) or 3(b) of
Section 8, whichever is applicable.

SECTION 9:        RECAPITALIZATION

         The number of shares of Stock subject to this Plan, the number of
shares of Stock covered by each outstanding Option (and any corresponding Stock
Appreciation Rights), and the price per share in each Option, are to be
proportionately adjusted for any increase or decrease in the number of issued
shares of Stock resulting from a subdivision or consolidation of shares or the
payment of a stock dividend (but only on the Company's common stock) or any
other increase or decrease in the number of those shares effected without
receipt of consideration by the Company.


                                       18
<PAGE>


         Subject to any required action by the Stockholders if the Company
shall be the surviving corporation in any merger or consolidation, each
outstanding Stock Option (and any corresponding Stock Appreciation Rights)
shall pertain to and apply to the securities to which a holder of the number
of shares of stock subject to that Option would have been entitled. A
dissolution or liquidation of the Company, a proposed sale of substantially all
of the assets of the Company, or a merger or consolidation in which the Company
is not the surviving entity, shall cause each outstanding Option (and any
corresponding stock Appreciation Rights) to terminate as of a date to be fixed
by the Board; provided that no less than 30 days written notice of the date so
fixed shall be given to each Optionee, and each Optionee shall have the right,
during the period of 30 days preceding such termination, to exercise his option
as to all or any part of the shares covered thereby, including shares as to
which such option would not otherwise be exercisable, unless the parties to the
transaction agree to substitute or assume the options.

         The foregoing adjustments shall be made by the Committee. Fractional
shares resulting from any adjustment in options pursuant to this Section 9 may
be settled as the Committee or the Board (as the case may be) shall determine.

SECTION 10:       GOVERNMENT AND OTHER REGULATIONS

         No Option shall be exercisable, no Stock shall be issued, no
certificate for shares of Stock shall be delivered, and no payment shall be
made under this Plan except in compliance with all applicable federal and state
laws and regulations. The Company shall have the right to rely on the opinion
of its counsel as to such compliance. Any share certificate issued to evidence
Stock for which an Option is exercised may bear such legends and statements as
the Committee may deem advisable to assure compliance with federal and state
laws and regulations. No Option shall be exercisable, no Stock shall be issued,
no certificate for shares shall be delivered, and no payment shall be made
under this Plan until the Company has obtained such consent or approval as the
Committee may deem advisable from regulatory bodies having jurisdiction over
such matters.

SECTION 11:       INDEMNIFICATION OF COMMITTEE

         In addition to such other rights of indemnification that they may have
as officers or directors, the Committee members shall be indemnified by the
Company against the reasonable expenses, including attorneys' fees actually and
necessarily incurred in connection with the Plan's administration and the
defense of any action, suit, or proceeding, or in connection with any appeal
therein, to which they or any of them may be a party by reasons of any action
taken or failure to act under or in connection with the Plan or any Option or
Stock Appreciation Right granted thereunder. The Committee members are also to
be indemnified against all amounts paid by them in settlement thereof (provided
that settlement is approved by independent legal counsel selected by the
Company) or paid by them in satisfaction of a judgment in any such action, suit
or proceeding, except in relation to matters as to which it shall be adjudged
in such action, suit or proceeding that such Committee member is liable for
gross negligence or willful misconduct in the performance of his/her duties;
provided that within 60 days after institution of any such action, suit or
proceeding a Committee member shall in writing offer the Company the
opportunity, at its own expense, to handle and defend the same.



                                       19
<PAGE>

SECTION 12:       MISCELLANEOUS

         The adoption of this Plan, its operation, or any documents describing
or referring to this Plan (or any part thereof) shall not confer upon any
employee any right to continue in the employ of the Company or in any way
affect any right and power of the Company to terminate the employment of any
employee at any time with or without assigning a reason thereof.

         This Plan, insofar as it provides for grants, shall be unfunded, and
the Company shall not be required to segregate any assets that may at any time
be represented by grants under the Plan. Any liability of the Company to any
person with respect to any grant under this Plan shall be based solely upon any
contractual obligations which may be created pursuant to this Plan. No such
obligation of the Company shall be deemed to be secured by any pledge of, or
other encumbrance on, any property of the Company.

SECTION 13:       WITHHOLDING

         The Company shall deduct from any payment, or otherwise collect from
the recipient, any taxes required to be withheld by federal, state or local
governments in connection with any Stock Option. The recipient may elect,
subject to approval by the Committee, to have shares of Stock withheld by the
Company in satisfaction of such taxes, or to deliver other shares of stock
owned by the recipient in satisfaction of such taxes. The number of shares to
be withheld or delivered shall be calculated by reference to the Fair Market of
the appropriate class or series of Stock on the date that such taxes are
determined.

         The Plan shall be administered in the State of New York and the
validity, construction, interpretation, administration and effect of the Plan
shall be determined solely in accordance with the laws of that State.

         IN WITNESS WHEREOF, the Company has caused this Plan to be adopted on
this 1st day of March, 2004.

                                   TRUSTCO BANK CORP NY



                                   By: /s/ Robert J. McCormick
                                        ------------------------
                                   Title: President and Chief Executive Officer
                                          -------------------------------------



                                       20
<PAGE>



                                   Exhibit 5.1



                                       21
<PAGE>



                          LEWIS, RICE & FINGERSH, L.C.

                                ATTORNEYS AT LAW

                           500 N. BROADWAY, SUITE 2000
                         ST. LOUIS, MISSOURI 63102-2147
TEL (314) 444-7600                WWW.LRF.COM                FAX (314) 241-6056






                                  May 20, 2004


TrustCo Bank Corp NY
320 State Street
Schenectady, New York 12305

                   Re:   Registration on Form S-8 of 2,000,000 Shares of
                   Common Stock for Issuance Pursuant to the 2004 TrustCo
                   Bank Corp NY Stock Option Plan

Ladies and Gentlemen:

         In connection with the registration with the Securities and Exchange
Commission of 2,000,000 shares of common stock, $1.00 par value per share (the
"Securities"), of TrustCo Bank Corp NY (the "Company"), you have requested that
we furnish you with our opinion as to the legality of the issuance of the
Securities in connection with the 2004 TrustCo Bank Corp NY Stock Option Plan
(the "Plan").

         As counsel to the Company, we have participated in the preparation of
the Registration Statement on Form S-8 under the Securities Act of 1933, as
amended (the "Registration Statement") with respect to the Securities. We have
examined and are familiar with the Company's Articles of Incorporation, Bylaws,
each as amended, records of corporate proceedings, the Registration Statement,
the Plan and such other documents and records as we have deemed necessary for
purposes of this opinion.

         Based on the foregoing, we are of the opinion that the Securities have
been duly and validly authorized and will, when issued as contemplated in the
Plan, be legally issued, fully paid and non-assessable.

         We consent to the use of this opinion as an exhibit to the
Registration Statement.

                                           Sincerely,

                                           LEWIS, RICE & FINGERSH, L.C.

                                           /s/ LEWIS, RICE & FINGERSH, L.C.




                                       22
<PAGE>










                                  Exhibit 15.1






                                       23
<PAGE>






May 18, 2004


TrustCo Bank Corp NY
Glenville, New York

Re:  Registration Statement on Form S-8 related to the 2004 TrustCo Bank
Corp NY Stock Option Plan


With respect to the subject registration statement, we acknowledge our
awareness of the use therein of our report dated April 13, 2004 related to our
review of interim financial information.

Pursuant to Rule 436 under the Securities Act of 1933 (the "Act"), such report
is not considered part of a registration statement prepared or certified by an
accountant, or a report prepared or certified by an accountant within the
meaning of Sections 7 and 11 of the Act.


/s/ KPMG LLP


Albany, New York





                                       24
<PAGE>









                                  Exhibit 23.1




                                       25
<PAGE>





                          Independent Auditors' Consent





The Board of Directors
TrustCo Bank Corp NY:

We consent to incorporation by reference in the registration statement on Form
S-8 related to the 2004 TrustCo Bank corp NY Stock Option Plan to be filed by
TrustCo Bank corp NY with the Securities and Exchange Commission of our report
dated February 20, 2004, with respect to the consolidated statements of
condition of TrustCo Bank Corp NY and subsidiaries as of December 31, 2003 and
2002, and the related consolidated statements of income, changes in
shareholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 2003, which report appears in the December 31, 2003
annual report on Form 10-K of TrustCo Bank Corp NY.


/s/ KPMG LLP
Albany, New York
May 18, 2004






                                       26
<PAGE>





                                  Exhibit 24.1








                                       27
<PAGE>






                                POWER OF ATTORNEY

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                       for

                            2004 TRUSTCO BANK CORP NY
                                STOCK OPTION PLAN

                                       of

                              TRUSTCO BANK CORP NY


        KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby constitutes and appoints Robert T. Cushing and Robert M. Leonard,
and each of them, the true and lawful attorneys-in-fact and agents for him and
in his name, place or stead, in any and all capacities, to sign and file, or
cause to be filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8 under the
Securities Act of 1933, as amended, relating to the issuance of shares of any
class of stock or other securities of TrustCo Bank Corp NY in connection with
the 2004 TrustCo Bank Corp NY Stock Option Plan, or the issuance of any
interests in such plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all other
documents required to be filed with the Commission in connection therewith,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done as
fully and to all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-fact and agents
may lawfully do or cause to be done by virtue hereof.

        Dated: May 18, 2004



                               /s/ Robert A. McCormick
                               ---------------------------
                               Robert A. McCormick



                                       28
<PAGE>



                                POWER OF ATTORNEY

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                       for

                            2004 TRUSTCO BANK CORP NY
                                STOCK OPTION PLAN

                                       of

                              TRUSTCO BANK CORP NY


        KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby constitutes and appoints Robert T. Cushing and Robert M. Leonard,
and each of them, the true and lawful attorneys-in-fact and agents for him and
in his name, place or stead, in any and all capacities, to sign and file, or
cause to be filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8 under the
Securities Act of 1933, as amended, relating to the issuance of shares of any
class of stock or other securities of TrustCo Bank Corp NY in connection with
the 2004 TrustCo Bank Corp NY Stock Option Plan, or the issuance of any
interests in such plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all other
documents required to be filed with the Commission in connection therewith,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done as
fully and to all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-fact and agents
may lawfully do or cause to be done by virtue hereof.


        Dated: May 18, 2004




                               /s/ Barton A. Andreoli
                               -------------------------
                               Barton A. Andreoli



                                       29
<PAGE>



                                POWER OF ATTORNEY

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                       for

                            2004 TRUSTCO BANK CORP NY
                                STOCK OPTION PLAN

                                       of

                              TRUSTCO BANK CORP NY


        KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby constitutes and appoints Robert T. Cushing and Robert M. Leonard,
and each of them, the true and lawful attorneys-in-fact and agents for him and
in his name, place or stead, in any and all capacities, to sign and file, or
cause to be filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8 under the
Securities Act of 1933, as amended, relating to the issuance of shares of any
class of stock or other securities of TrustCo Bank Corp NY in connection with
the 2004 TrustCo Bank Corp NY Stock Option Plan, or the issuance of any
interests in such plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all other
documents required to be filed with the Commission in connection therewith,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done as
fully and to all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-fact and agents
may lawfully do or cause to be done by virtue hereof.


        Dated: May 18, 2004




                               /s/ Anthony J. Marinello, M.D., PhD
                               ------------------------------------
                               Anthony J. Marinello, M.D., PhD



                                       30
<PAGE>



                                POWER OF ATTORNEY

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                       for

                            2004 TRUSTCO BANK CORP NY
                                STOCK OPTION PLAN

                                       of

                              TRUSTCO BANK CORP NY


        KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby constitutes and appoints Robert T. Cushing and Robert M. Leonard,
and each of them, the true and lawful attorneys-in-fact and agents for him and
in his name, place or stead, in any and all capacities, to sign and file, or
cause to be filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8 under the
Securities Act of 1933, as amended, relating to the issuance of shares of any
class of stock or other securities of TrustCo Bank Corp NY in connection with
the 2004 TrustCo Bank Corp NY Stock Option Plan, or the issuance of any
interests in such plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all other
documents required to be filed with the Commission in connection therewith,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done as
fully and to all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-fact and agents
may lawfully do or cause to be done by virtue hereof.


        Dated: May 18, 2004




                               /s/ William D. Powers
                               ----------------------
                               William D. Powers



                                       31
<PAGE>



                                POWER OF ATTORNEY

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                       for

                            2004 TRUSTCO BANK CORP NY
                                STOCK OPTION PLAN

                                       of

                              TRUSTCO BANK CORP NY


        KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby constitutes and appoints Robert T. Cushing and Robert M. Leonard,
and each of them, the true and lawful attorneys-in-fact and agents for him and
in his name, place or stead, in any and all capacities, to sign and file, or
cause to be filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8 under the
Securities Act of 1933, as amended, relating to the issuance of shares of any
class of stock or other securities of TrustCo Bank Corp NY in connection with
the 2004 TrustCo Bank Corp NY Stock Option Plan, or the issuance of any
interests in such plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all other
documents required to be filed with the Commission in connection therewith,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done as
fully and to all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-fact and agents
may lawfully do or cause to be done by virtue hereof.


        Dated: May 18, 2004




                               /s/ Joseph A. Lucarelli
                               ------------------------
                               Joseph A. Lucarelli



                                       32
<PAGE>



                                POWER OF ATTORNEY

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                       for

                            2004 TRUSTCO BANK CORP NY
                                STOCK OPTION PLAN

                                       of

                              TRUSTCO BANK CORP NY


        KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby constitutes and appoints Robert T. Cushing and Robert M. Leonard,
and each of them, the true and lawful attorneys-in-fact and agents for him and
in his name, place or stead, in any and all capacities, to sign and file, or
cause to be filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8 under the
Securities Act of 1933, as amended, relating to the issuance of shares of any
class of stock or other securities of TrustCo Bank Corp NY in connection with
the 2004 TrustCo Bank Corp NY Stock Option Plan, or the issuance of any
interests in such plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all other
documents required to be filed with the Commission in connection therewith,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done as
fully and to all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-fact and agents
may lawfully do or cause to be done by virtue hereof.


        Dated: May 18, 2004




                               /s/ William J. Purdy
                               ---------------------
                               William J. Purdy



                                       33
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "s8052004emp.txt", "description": "S-8 EMPLOYEE STOCK OPTION 52004", "secsgml_size_bytes": 65894}]
{"company-data": {"conformed-name": "TRUSTCO BANK CORP N Y", "cik": "0000357301", "assigned-sic": "6022", "irs-number": "141630287", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-115674", "film-number": "04820982"}, "business-address": {"street1": "5 SARNOWSKI DRIVE", "city": "GLENVILLE", "state": "NY", "zip": "12302", "phone": "5183773311"}, "mail-address": {"street1": "5 SARNOWSKI DRIVE", "city": "GLENVILLE", "state": "NY", "zip": "12302"}}
OMB APPROVAL
                                                     OMB Number:      3235-0066
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                --------------------------------------------------
                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              TRUSTCO BANK CORP NY
                (Exact Name of Company as Specified in Its Charter)
                New York                                14-1630287
      -------------------------------      -----------------------------------
       (State or Other Jurisdiction        (I.R.S. Employer Identification No.)
     of Incorporation or Organization)

                      5 Sarnowski Drive, Glenview, New York 12302
                  (Address of Principal Executive Offices) (Zip Code)

                   2004 TRUSTCO BANK CORP NY STOCK OPTION PLAN
                            (Full Title of the Plan)

                               ROBERT T. CUSHING
              Executive Vice President and Chief Financial Officer
                              TrustCo Bank Corp NY
                                5 Sarnowski Drive
                            Glenville, New York 12302
                                 (518) 377-3311
 ------------------------------------------------------------------------------
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)

                                   Copies to:
                            Leonard J. Essig, Esq.
                          Lewis, Rice & Fingersh, L.C.
                         500 North Broadway, Suite 2000
                            St. Louis, Missouri 63102
                                 (314) 444-7600

                         CALCULATION OF REGISTRATION FEE
================= ============== =============== =============== ==============

                                    Proposed        Proposed
   Title Of          Amount          Maximum         Maximum         Amount Of
 Securities To        To Be       Offering Price    Aggregate      Registration
 Be Registered     Registered(1)   Per Share(2)   Offering Price        Fee
----------------- -------------- --------------- --------------- --------------

Common Stock,
($1.00 par value)   2,000,000        $12.13         $24,260,000      $3,073.74
================= ============== =============== =============== ==============

         (1) The securities registered hereunder include securities issued
pursuant to the terms of the 2004 TrustCo Bank Corp NY Stock Option Plan that
provide for adjustments in the amount of securities being issued to prevent
dilution resulting from stock splits, stock dividends or similar transactions.

         (2) Pursuant to Rule 457(h) represents the average of the high and low
reported prices for the Company's common stock as reported on the NASDAQ
National Market System on May 17, 2004, such date being a date within five
business days prior to the date of filing of this Registration Statement.

                                       1
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         Information contained in the following documents of TrustCo Bank Corp
NY (the "Company") filed with the Securities and Exchange Commission (the
"Commission") is incorporated herein by reference:

         (a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2003, as filed with the Commission pursuant to Section 13(a) of
the Securities Exchange Act of 1934 (the "Exchange Act");

         (b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2004, as filed with the Commission pursuant to Section 13(a) of the
Exchange Act;

         (c) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since December 31, 2003; and

         (d) The description of the Company's common stock contained in the
Company's Registration Statement on Form S-4 under the Securities Act of 1933,
Registration No. 33-40379, and an update of that description contained in the
Company's Current Report on Form 8-K filed on July 9, 1991; and including any
amendment or report filed for purposes of updating such description.

         All reports and other documents subsequently filed by the Company
pursuant to Section 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 to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.

Item 4.  Description of Securities

         This item is inapplicable since the securities to be offered are
registered under Section 12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel

         The legality of the issue of the shares of the Company's common stock
offered hereunder has been passed upon for the Company by Lewis, Rice &
Fingersh, L.C., St. Louis, Missouri.

Item 6.  Indemnification Of Directors And Officers

         Sections 721-726 of the New York Business Corporation Law provide for
or permit the indemnification of directors and officers of the Company, a New
York corporation, under certain circumstances. Generally, a corporation may
indemnify a director or officer of the corporation against any judgments,
fines, amounts paid in settlement and reasonable expenses, if such director or
officer acted, in good faith, for a purpose which he or she reasonably believed
to be in the best interests of the corporation and, in criminal actions, had no
reasonable cause to believe that his or her conduct was unlawful.

                                       2
Article XI of the Company's Amended and Restated Certificate of
Incorporation provides that to the fullest extent elimination or limitation of
director liability is permitted by the New York Business Corporation Law, no
directors of the corporation shall be liable to the corporation, or its
shareholders for any breach of duty in such capacity.

         Article 13, Section 13.2, of the Company's Bylaws, as amended,
expressly provides that no indemnification may be made to or on behalf of any
director or officer if a judgment or other final adjudication adverse to the
director or officer establishes that his or her acts were committed in bad
faith or were the result of an act of deliberate dishonesty and were material
to the cause of action so adjudicated, or that he or she personally gained in
fact a financial profit or other advantage to which he or she was not entitled.

         Pursuant to employment agreements between the Company and certain of
its executive officers, the Company provides that it shall indemnify such
executives for acts or decisions made by such executives in good faith while
performing services for the Company, and the Company shall use its best efforts
to obtain insurance coverage relating thereto.

         Pursuant to a policy of directors' and officers' insurance with total
annual limits of $15,000,000, the directors and officers of the Company are
insured, subject to the limits, exceptions and other terms and conditions of
such policy, against liability for claims made against them for any actual or
alleged error or misstatement or misleading statement or act or omission or
neglect or breach of duty while acting in their individual or collective
capacities as directors or officers.

Item 7.  Exemption from Registration Claimed

         This item is inapplicable.

Item 8.  Exhibits

         The following exhibits are submitted herewith or incorporated by
reference herein.

 Exhibit    Exhibit
  Number

   4.1      2004 TrustCo Bank Corp NY Stock Option Plan.

   5.1      Opinion of Lewis, Rice & Fingersh, L.C.

   15.1     KPMG LLP Letter regarding Unaudited Interim Financial Information.

   23.1     Independent Auditor's Consent.

                                       3
23.2     Consent of Lewis, Rice & Fingersh, L.C. (included
            as part of Exhibit 5.1).

   24.1     Powers of Attorney.

Item 9.  Undertakings

         (a)  The Company hereby undertakes:

              (1)  To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement;

                   (i)    to include any prospectus required by section
         10(a)(3) of the Securities Act of 1933;

                   (ii)   to reflect in the prospectus any facts or events
              arising after the effective date of the registration statement
              (or the most recent post-effective amendment thereof) which,
              individually or in the aggregate, represent a fundamental
              change in the information set forth in the registration
              statement. Notwithstanding the foregoing, any increase and
              decrease in volume of securities offered (if the total dollar
              value of securities offered would not exceed that which was
              registered) and any deviation from the low or high end of the
              estimated maximum offering range may be reflected in the form
              of prospectus filed with the Commission pursuant to Rule
              424(b) if, in the aggregate, the changes in volume and price
              represent no more than 20% change in the maximum aggregate
              offering price set forth in the "Calculation of Registration
              Fee" table in the effective registration statement;

                   (iii)  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;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the registration statement is on Form S-3, Form S-8 or Form
         F-3, and the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed
         with or furnished to the Commission by the registrant pursuant to
         Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
         incorporated by reference 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.

                                       4
(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 Company hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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 Company pursuant to the foregoing provisions, or otherwise, the
Company 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 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 Act and will be governed by the final
adjudication of such issue.

                                       5
SIGNATURES

        The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Schenectady, State of New York, on
May 18, 2004.

                                      TRUSTCO BANK CORP NY

                                      By  /s/ Robert J. McCormick
                                          -----------------------------------
                                          Robert J. McCormick
                                          President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on May 18, 2004.

Name                                                 Title/Position

                                                  Chief Executive Officer
/s/ Robert J. McCormick                        (Principal Executive Officer)
-------------------------------
Robert J. McCormick
                                                Executive Vice President and
                                                   Chief Financial Officer
/s/ Robert T. Cushing                             (Principal Financial and
-------------------------------                      Accounting Officer)
Robert T. Cushing

        *                                                Director
-------------------------------
Robert A. McCormick

        *                                                Director
-------------------------------
Barton A. Andreoli

        *                                                Director
-------------------------------
Anthony J. Marinello, M.D., PhD

        *                                                Director
-------------------------------
William D. Powers

                                       6
*                                                Director
-------------------------------
Joseph A. Lucarelli

        *                                                Director
-------------------------------
William J. Purdy

        * By:   /s/ Robert M. Leonard
             ---------------------------
                Robert M. Leonard
                Attorney-in-Fact

                                       7
TRUSTCO BANK CORP NY
                         FORM S-8 REGISTRATION STATEMENT

                                  Exhibit Index

   Exhibits

      4.1     2004 TrustCo Bank Corp NY Stock Option Plan

      5.1     Opinion of Lewis, Rice & Fingersh, L.C.

     15.1     KPMG LLP Letter regarding Unaudited Interim Financial Information

     23.1     Independent Auditor's Consent

     23.2     Consent of Lewis, Rice & Fingersh, L.C. (included
              as part of Exhibit 5.1)

     24.1     Powers of Attorney

                                       8
Exhibit 4.1

                                       9
2004 TRUSTCO BANK CORP NY

                                STOCK OPTION PLAN

         WHEREAS, TrustCo Bank Corp NY (the "Company") desires to establish a
stock option plan;

         NOW, THEREFORE, TrustCo Bank Corp NY does hereby establish the 2004
TrustCo Bank Corp NY Stock Option Plan as follows:

SECTION 1:         PURPOSE

         This 2004 TrustCo Bank Corp NY Stock Option Plan (the "Plan") has been
established by TrustCo Bank Corp NY to advance the interests of the Company and
its stockholders by providing to certain key employees an opportunity to
acquire equity ownership in the Company and the incentive advantages inherent
in that equity ownership.

SECTION 2:         DEFINITIONS

         When capitalized and used in this Plan, each of the following terms or
phrases has the indicated meaning, unless a different meaning is clearly
implied by the content:

"Adoption Date"      means the date this plan is duly adopted by the Board.

"Board"              means the Board of Directors of TrustCo Bank Corp NY.

"Code"               means the Internal Revenue Code of 1986, as amended.

"Committee"          means the Committee to be appointed by the Board from time
                     to time and to consist of three or more members of the
                     Board who have not been eligible to receive options under
                     the Plan at any time within a period of one year
                     immediately preceding the date of their appointment to
                     such Committee.

"Company"            means TrustCo Bank Corp NY and its Subsidiaries.

"Disability"         means a Participant's termination of employment by the
                     Company or a Participating Subsidiary by reason of his
                     permanent and total disability, as defined in
                     Code Section 22(e)(3).

"Eligible Employee"  means any executive or other key managerial employee of
                     the Company or any Participating Subsidiary who has been
                     designated by the Board as eligible to participate in the
                     Plan and who is a full-time, salaried employee of the
                     Company, provided he is so employed at the date any Stock
                     Option is granted to him.

                                       10
"Fair Market Value"  means the closing price for shares of Company common stock
                     on the applicable date as reported on The Nasdaq Stock
                     Market or such other system as may supersede it, and, if
                     no such price is reported  for the day of grant, the
                     Fair Market Value shall be determined by reference to such
                     price on the next preceding day on which such price was
                     reported.  If the Stock is listed on an established stock
                     exchange or exchanges, the Fair Market Value shall be
                     deemed to be the closing price for shares of Company
                     common stock on the applicable date on such stock exchange
                     or exchanges or, if no sale of Stock has been made on any
                     stock exchange that day, the Fair Market Value shall be
                     determined by reference to such price for the next
                     preceding day on which a sale occurred.  In the event that
                     no such price is available, then the Fair Market Value
                     shall be determined by the Committee in good faith.  The
                     purchase price shall be subject to adjustment only as
                     provided in Section 9 of the Plan.

"Incentive Stock     means an option granted to a Participant under this Plan
Option"              to purchase the Stock, which is designated as an Incentive
                     Stock Option and which satisfies the requirements of
                     Code section 422, as amended.

"Nonqualified Stock  means an option granted to a Participant under this Plan
Option"              to purchase the Stock and which is not an Incentive
                     Stock Option.

"Option Agreement"   means the written agreement executed between the
                     Participant and the Company evidencing the award of Stock
                     Options under this Plan, as more particularly described
                     in Section 7.

"Participant"        means any Eligible Employee who has been awarded any Stock
                     Option(s) under this Plan and his heirs, legatees, or
                     personal representatives who may succeed to his interests
                     under any Option Agreement at his death.

"Participating       means a Subsidiary some or all of whose employees have
Subsidiary"          been designated as Eligible Employees by the Board.

"Plan"               means the 2004 TrustCo Bank Corp NY Stock Option Plan as
                     it may be amended from time to time.

"Shareholder-        means any Eligible Employee who at the time an Incentive
Employee"            Stock Option is to be granted to him under this Plan owns
                     (within the meaning of Code Section 422(b)(6) and (c)(5))
                     more than 10% of the combined voting power of all classes
                     of the Stock.

                                       11
"Stock"              means shares of the common stock of TrustCo Bank Corp NY,
                     which may be either authorized but unissued shares or
                     treasury shares.

"Stock Appreciation  means a right, granted to a Participant concurrently with
Right"               the grant of a Nonqualified Stock Option, to receive a
                     cash payment from the Company upon the partial or complete
                     cancellation of that option by a Participant.  Each Option
                     Agreement may provide that the Participant may from time
                     to time elect to cancel all or any portion of the Option
                     then subject to exercise, in which event the Company's
                     obligation in respect of such Option may be discharged by
                     payment to the Participant of an amount in cash equal to
                     the excess, if any, of the Fair Market Value at the time
                     of cancellation of the shares subject to the Option or the
                     portion thereof so cancelled, over the aggregate purchase
                     price for such shares as set forth in the Option
                     Agreement. In the event of such a cancellation, the number
                     of shares as to which such Option was cancelled shall not
                     become available for use under the Plan.

"Stock Option"       or "Option" means a right granted under this Plan to
                     purchase Stock, including a Nonqualified Stock Option or
                     an Incentive Stock Option.

"Subsidiary"         means a corporation of which stock possessing 50% or more
                     of the total combined voting power of all classes of its
                     stock entitled to vote generally in the election of
                     directors is owned in the aggregate by TrustCo Bank
                     Corp NY directly or indirectly through one or more
                     Subsidiaries.

SECTION 3:         PLAN ADMINISTRATION

     The Plan is to be administered by the Committee except as otherwise
provided in the Plan. Subject to all other Plan provisions, the Committee is
expressly empowered to:

         1.   select the Eligible Employees who are to receive Stock Options
and Stock Appreciation Rights under this Plan from time to time and grant those
Options and Stock Appreciation Rights;

         2.   determine the time(s) at which Stock Options and Stock
Appreciation Rights are to be granted;

         3.   determine the number of shares of Stock to be subject to a
Stock Option granted to any Participant;

         4.   determine the option price and term of each Stock Option granted
under this Plan (including whether it is to be an Incentive Stock Option or
Nonqualified Stock Option) and all other terms and conditions to be included in
the Option Agreement relating to any Stock Options under this Plan;

                                       12
5.   determine the duration and purposes of leaves of absence which
may be granted to a Participant without constituting a termination of
employment or service for purposes of the Plan;

         6.   determine all matters of interpretation of the Plan and any
Option Agreement, and the Committee's decisions shall have a sound, rational
basis;

         7.   determine, in its sole discretion, whether (i) the Company is to
accept Stock previously acquired by a Participant as payment of the option
price for Stock Options granted under this Plan or (ii) the Company will permit
payment via the simultaneous exercise of Stock Options and sale of the Stock
acquired pursuant thereto; provided, however, that no exercise will be
permitted if the Company or the Committee concludes that the manner of such
exercise would, or would reasonably be expected to, violate Section 402 of the
Sarbanes-Oxley Act;

         8.   prescribe, amend and rescind all rules and regulations relating
to the Plan and its operations;

         9.   in the event of the Company's or a Participating  Subsidiary's
merger, consolidation, dissolution or liquidation, accelerate the exercise date
and expiration date for any unexercised Stock Options then outstanding; and

         10.  make all other determinations and decisions and take all further
actions deemed necessary or advisable for the Plan's administration.

         Notwithstanding any conflicting Plan provision, the Board reserves the
right, by written resolution duly adopted by the Board, to terminate from time
to time any and all powers delegated to the Committee by the express Plan
provisions and, in that event, those Committee powers so terminated by the
Board shall revert to and be fully exercisable by the Board to the same extent
as they were exercisable by the Committee, provided that no termination of the
Committee's powers shall be retroactively effective. Any termination of the
Committee's powers under this Plan shall not be deemed a Plan amendment. No
Committee or Board member may participate in the decision to award any Stock
Option or Stock Appreciation Right under this Plan to himself. Neither the
Board nor the Committee may, without the Participant's consent, change the
terms and conditions of any Option Agreement after its execution, except to the
extent that the Agreement may, by its terms, be so amended.

SECTION 4:         PLAN EFFECTIVE DATE AND DURATION

         This Plan is effective as of the Adoption Date, subject, however, to
the Plan's approval by the Company's shareholders either on or before the
Adoption Date or within the 12-month period following the Adoption Date. If
shareholder approval is not so obtained, all Stock Options, Stock Appreciation
Rights and Option Agreements granted under this Plan shall automatically be
null and void, ab initio. No Stock Option may be granted under this Plan at any
date which is 10 years or more after the Adoption Date.

                                       13
SECTION 5:         AMENDMENTS AND TERMINATIONS

         This Plan may be amended, suspended, terminated or reinstated, in
whole or in part, at any time by the Board; provided, however, that without the
approval of the Company's stockholders, the Board may not:

         1.  except as provided in Section 9, increase the number of shares of
Stock subject to Stock Options issued under this Plan;

         2.  extend the maximum period during which a Stock Option may be
exercised;

         3.  extend the maximum period during which Incentive Stock Options may
be granted under this Plan; or

         4.  change the class of Eligible Employees.

SECTION 6:         SHARES SUBJECT TO THE PLAN

         1.  The total number of shares available for grants of Stock Options
under this Plan is 2,000,000 subject to the adjustments under Section 9. The
shares may be either authorized but unissued shares or treasury shares. If a
Stock Option or a portion thereof expires or terminates for any reason without
being exercised in full, the unpurchased shares covered by the Option are to be
available for future Stock Option grants under this Plan.

         2.  The maximum aggregate number of shares of Stock with respect to
which Stock Options may be granted in any one fiscal year to any single
Employee shall be 500,000.

SECTION 7:         GRANTS OF OPTIONS

         1.  Nonqualified Stock Options may be granted to any Eligible
Employee, at the time(s) and upon such terms and conditions as may be selected
by the Committee. At the time of grant of a Nonqualified Stock Option, the
Committee may, in its discretion, also grant to the Eligible Employee Stock
Appreciation Rights for the total number of shares subject to that Option. The
grant of a Nonqualified Stock Option and, if appropriate, Stock Appreciation
Rights shall be evidenced by an Option Agreement between the Eligible Employee
and the Company containing any terms and conditions specified by the Committee,
but including the terms described in Section 8.

         2.  Incentive Stock Options may be granted to any Eligible Employee,
at the time(s) and upon such terms and condition as may be selected by the
Committee, subject, nevertheless to the following:

             (a) To the extent the aggregate Fair Market Value, determined
             at the time the Incentive Stock Option is granted, of the
             shares with respect to which Incentive Stock Options are
             exercisable for the first time by an Eligible Employee during
             any calendar year (under all stock option plans of the Company
             and its Subsidiaries to which the provisions of Section 422 of
             the Code apply) exceeds $100,000, such Option shall be treated
             as a Nonqualified Stock Option.

                                       14
(b) The grant shall be evidenced by an Option Agreement
             between the Company and the Eligible Employee containing any
             terms and conditions specified by the Committee, except that
             those terms and conditions must conform with Section 8 and
             must be consistent with the requirements for an "incentive
             stock option" as described in Code Section 422(b).

SECTION 8:         TERMS OF OPTIONS AGREEMENT

         All Option Agreements issued under this Plan must include terms that
are consistent with the following:

         1. The Participant shall be entitled to purchase the number of shares
subject to the Stock Option, upon his exercise of that Option, at a price no
less than 100% of the Stock's Fair Market Value at the date of the grant;
provided, however, that in the case of an Incentive Stock Option granted to a
Shareholder-Employee, the option price is to be no less than 110% of that Fair
Market Value.

         2. At the option's exercise, the option price may be paid in cash or
cash equivalent-that is, by certified check, bank draft or postal or express
money orders made payable to the Company's order in U.S. dollars.
Alternatively, in the Committee's sole discretion, the option price may be
paid, in whole or in part, by the Participant's exchange of Stock previously
acquired by him, based on that Stock's Fair Market Value at the date of
exchange or via the simultaneous exercise of Stock Options and sale of the
Stock acquired pursuant thereto; provided, however, that no exercise will be
permitted if the Company or the Committee concludes that the manner of such
exercise would, or would reasonably be expected to, violate Section 402 of the
Sarbanes-Oxley Act. However, no Stock may be accepted in payment of the option
price upon exercise of an Incentive Stock Option, if that Stock was acquired by
the Participant's previous exercise of an Incentive Stock Option unless that
Stock has been held by the Participant for more than two years after the date
that previous Option was granted and more than one year after the date that
previous Option was exercised.

         3. The Option may not be exercisable after the earlier of the
following dates:

            (a) If (i) the Option is an Incentive Stock Option but the
            Participant is not a Shareholder-Employee at the date of
            grant, or (ii) the Option is not an Incentive Stock Option,
            the date 10 years after the date of grant;

            (b) If the Participant is a  Shareholder-Employee at the date of
            grant and the Option is an Incentive Stock Option, the date five
            years after the date of grant;

            (c) If the Participant's employment terminates for reasons
            other than his death or Disability or retirement, the date
            three months after the date his employment terminates;

                                       15
(d) If the Participant terminates employment as a result of
            Disability or retirement, the date described in Item 3(a) or 3(b),
            whichever is applicable;

            (e) If the Participant dies, the date prescribed by the
            Committee, except that no Option shall be exercisable after
            the date described in Item 3(a) or 3(b) of Section 8,
            whichever is applicable.

If the Option is an Incentive Stock Option and the Participant's employment
terminates due to Disability or retirement, the tax treatment available
pursuant to Code Section 422 upon the exercise of an Incentive Stock Option
will not be available to a Participant who exercises any Incentive Stock Option
more than (a) three months after the date of the termination of employment due
to retirement or (b) twelve months after the date of termination of employment
due to Disability. If the Option is an Incentive Stock Option and the
Participant dies, the tax treatment available pursuant to Code Section 422 upon
the exercise of an Incentive Stock Option will not be available to the
Participant's estate or any person who acquires the Option by bequest or
inheritance or by reason of the death of the Participant unless the Participant
was eligible for such tax treatment at the time of his death.

         Notwithstanding the foregoing, the Committee, in its discretion, may
further limit the period during which all or any portion of a Stock Option may
be exercised and may accelerate the time at which an Option maybe exercised.

         4.  Acceleration and the immediate right to exercise options in full
will occur upon a Change in Control of the Company, which is defined to include
any one or more the following:

         (a) any individual, corporation (other than TrustCo Bank Corp NY or
Trustco Bank hereinafter collectively referred to as the "Companies"),
partnership, trust, association, pool, syndicate, or any other entity or group
of persons acting in concert becomes the beneficial owner, as that concept is
defined in Rule 13d-3 promulgated by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, of securities of either of the
Companies possessing 20% or more of the voting power for the election of
directors of either of the Companies; or

         (b) there shall be consummated any consolidation, merger or
other business combination involving either of the Companies or the securities
of either of the Companies in which holders of voting securities immediately
prior to such consummation own, as a group, immediately after such
consummation, voting securities of either of the Companies (or, if either of
the Companies does not survive such transaction, voting securities of the
entity or entities surviving such transaction) having 60% or less of the total
voting power in an election of directors of either of the Companies (or such
other surviving entity or entities); or

                                       16
(c) during any period of two consecutive years, individuals
who at the beginning of such period constitute the directors of either of the
Companies cease for any reason to constitute at least a majority thereof unless
the election, or nomination for election by either of the Companies'
shareholders, of each new director of either of the Companies was approved by a
vote of at least two-thirds of the directors of either of the Companies then
still in office who were directors of either of the Companies at the beginning
of any such period; or

         (d) removal by the stockholders of all or any of the incumbent
directors of either of the Companies other than a removal for cause; or

         (e) there shall be consummated at any sale, lease, exchange or
other transfer (in one transaction or a series of related transactions) of all,
or substantially all, of the assets of either of the Companies to a party which
is not controlled by or under common control with either of the Companies; or

         (f) an announcement of any of the events described in paragraphs
(a) through (e) above, including but not limited to a press release, public
statement or filing with federal or state regulators.

         Upon exercise of an Option during the 30-day period prior to the
anticipated date of consummation of a Change in Control, the Participant
exercising the Option may, in lieu of the receipt of Stock upon the exercise of
the Option, elect by written notice to the Company to receive an amount in cash
equal to the excess of the aggregate Value (as defined below) of the shares of
Stock covered by the Option or portion thereof surrendered determined on the
date the Option is exercised, over the aggregate exercise price of the Option
(such excess is referred to herein as the "Aggregate Spread") which amount, in
the event of a Change in Control as described in (f) above, will be paid no
later than 15 days prior to the date of consummation of such Change in Control
and such election may be revoked up to that date; provided, however, and
notwithstanding any other provision of this Plan, if the end of such 30-day
period prior to the anticipated date of consummation of a Change in Control is
within six months of the date of grant of an Option held by a Participant who
is an officer of the Company (for purposes of Section 16(b) of the Exchange
Act), such Option shall be canceled in exchange for a cash payment to the
Participant equal to the Aggregate Spread on the day which is six months and
one day after the date of grant of such Option. As used in this Section 12(a)
(iii) the term "Value" means the higher of (i) the highest Fair Market Value
during the 30-day period prior to the anticipated date of consummation of a
Change in Control, and (ii) if the Change in Control is the result of a
transaction or series of transactions described in paragraphs (a) or (b) above,
the highest price per share of the Stock paid in such transaction or series of
transactions (which in the case of paragraph (b) shall be the highest price
per share of the Stock as reflected in a Schedule 13D by the person having
made the acquisition). In the event a payment is made to a Participant as the
result of an announcement constituting a Change in Control and the transaction
described in such announcement is not consummated, such payment shall be
promptly repaid to the Company. In the event of repayment, the Company will
pay each Participant a "tax gross-up payment" in respect of any taxes incurred
by the Participant with respect to the amount that has been repaid. For
purposes of this Section, the term "tax gross-up payment" means an amount such
that, after the payment of taxes on such tax gross-up payment, there remains a
balance sufficient to pay the taxes being reimbursed. For purposes of this
Section, the term "taxes" includes taxes, penalties and interest imposed by any
taxing authority.

                                       17
5. The Stock Option(s) and any related Stock Appreciation Rights may
be exercised during such Participant's lifetime, only by the Participant and,
after his death, only by his heirs legatees or personal representatives who
succeed to his interest under the Option Agreement. The Option Agreement, the
Stock Options and the Stock Appreciation Rights issued under this Plan shall
not be transferable by the Participant other than by will or by the laws of
descent and distribution; provided, however, in addition to non-transferable
Stock Options, the Committee may grant Nonqualified Stock Options that are
transferable, without payment of consideration, to (i) revocable trusts for
the benefit of immediate family members which qualify as grantor trusts for
Federal income tax purposes, (ii) by gift to immediate family members, and
(iii) to partnerships whose only partners are immediate family members. The
Committee may also amend outstanding Nonqualified Stock Options to provide for
such transferability.  Notwithstanding the foregoing, in the event that a
transferable Nonqualified Stock Option is transferred as permitted herein,
such nonqualified Stock Option(s) may be exercised by such transferee. The
transferee of a transferable Nonqualified Stock Option is subject to all
conditions applicable to the transferable Nonqualified Stock Option prior to
its transfer.

         6. To the extent the aggregate Fair Market Value (determined at the
time the Option is granted) of the stock with respect to which Incentive Stock
Options are exercisable for the first time by such individual during any
calendar year (under all such plans of the individual's employer corporation
and its parent and subsidiary corporation) exceeds $100,000, such Option shall
be treated as a Nonqualified Stock Option.

         7. If a Participant's employment terminates by his death, Disability
or retirement, the exercise of each Option shall accelerate and become
exercisable in full upon such termination, and shall remain exercisable
throughout the period permitted for exercise as described in Item 3 of this
Section 8.

         8. If a Participant dies during the period which he or she could have
exercised an Option under Item 3 of Section 8 of the Plan, then the Option may
be exercised by the executors or administrators of the Participant's estate, or
by any person or persons who may have acquired the Option, directly from the
Participant by bequest or inheritance within a period prescribed by the
Committee after the Participant's death, except that no Option shall be
exercisable after its expiration date as defined in Item 3(a) or 3(b) of
Section 8, whichever is applicable.

SECTION 9:        RECAPITALIZATION

         The number of shares of Stock subject to this Plan, the number of
shares of Stock covered by each outstanding Option (and any corresponding Stock
Appreciation Rights), and the price per share in each Option, are to be
proportionately adjusted for any increase or decrease in the number of issued
shares of Stock resulting from a subdivision or consolidation of shares or the
payment of a stock dividend (but only on the Company's common stock) or any
other increase or decrease in the number of those shares effected without
receipt of consideration by the Company.

                                       18
Subject to any required action by the Stockholders if the Company
shall be the surviving corporation in any merger or consolidation, each
outstanding Stock Option (and any corresponding Stock Appreciation Rights)
shall pertain to and apply to the securities to which a holder of the number
of shares of stock subject to that Option would have been entitled. A
dissolution or liquidation of the Company, a proposed sale of substantially all
of the assets of the Company, or a merger or consolidation in which the Company
is not the surviving entity, shall cause each outstanding Option (and any
corresponding stock Appreciation Rights) to terminate as of a date to be fixed
by the Board; provided that no less than 30 days written notice of the date so
fixed shall be given to each Optionee, and each Optionee shall have the right,
during the period of 30 days preceding such termination, to exercise his option
as to all or any part of the shares covered thereby, including shares as to
which such option would not otherwise be exercisable, unless the parties to the
transaction agree to substitute or assume the options.

         The foregoing adjustments shall be made by the Committee. Fractional
shares resulting from any adjustment in options pursuant to this Section 9 may
be settled as the Committee or the Board (as the case may be) shall determine.

SECTION 10:       GOVERNMENT AND OTHER REGULATIONS

         No Option shall be exercisable, no Stock shall be issued, no
certificate for shares of Stock shall be delivered, and no payment shall be
made under this Plan except in compliance with all applicable federal and state
laws and regulations. The Company shall have the right to rely on the opinion
of its counsel as to such compliance. Any share certificate issued to evidence
Stock for which an Option is exercised may bear such legends and statements as
the Committee may deem advisable to assure compliance with federal and state
laws and regulations. No Option shall be exercisable, no Stock shall be issued,
no certificate for shares shall be delivered, and no payment shall be made
under this Plan until the Company has obtained such consent or approval as the
Committee may deem advisable from regulatory bodies having jurisdiction over
such matters.

SECTION 11:       INDEMNIFICATION OF COMMITTEE

         In addition to such other rights of indemnification that they may have
as officers or directors, the Committee members shall be indemnified by the
Company against the reasonable expenses, including attorneys' fees actually and
necessarily incurred in connection with the Plan's administration and the
defense of any action, suit, or proceeding, or in connection with any appeal
therein, to which they or any of them may be a party by reasons of any action
taken or failure to act under or in connection with the Plan or any Option or
Stock Appreciation Right granted thereunder. The Committee members are also to
be indemnified against all amounts paid by them in settlement thereof (provided
that settlement is approved by independent legal counsel selected by the
Company) or paid by them in satisfaction of a judgment in any such action, suit
or proceeding, except in relation to matters as to which it shall be adjudged
in such action, suit or proceeding that such Committee member is liable for
gross negligence or willful misconduct in the performance of his/her duties;
provided that within 60 days after institution of any such action, suit or
proceeding a Committee member shall in writing offer the Company the
opportunity, at its own expense, to handle and defend the same.

                                       19
SECTION 12:       MISCELLANEOUS

         The adoption of this Plan, its operation, or any documents describing
or referring to this Plan (or any part thereof) shall not confer upon any
employee any right to continue in the employ of the Company or in any way
affect any right and power of the Company to terminate the employment of any
employee at any time with or without assigning a reason thereof.

         This Plan, insofar as it provides for grants, shall be unfunded, and
the Company shall not be required to segregate any assets that may at any time
be represented by grants under the Plan. Any liability of the Company to any
person with respect to any grant under this Plan shall be based solely upon any
contractual obligations which may be created pursuant to this Plan. No such
obligation of the Company shall be deemed to be secured by any pledge of, or
other encumbrance on, any property of the Company.

SECTION 13:       WITHHOLDING

         The Company shall deduct from any payment, or otherwise collect from
the recipient, any taxes required to be withheld by federal, state or local
governments in connection with any Stock Option. The recipient may elect,
subject to approval by the Committee, to have shares of Stock withheld by the
Company in satisfaction of such taxes, or to deliver other shares of stock
owned by the recipient in satisfaction of such taxes. The number of shares to
be withheld or delivered shall be calculated by reference to the Fair Market of
the appropriate class or series of Stock on the date that such taxes are
determined.

         The Plan shall be administered in the State of New York and the
validity, construction, interpretation, administration and effect of the Plan
shall be determined solely in accordance with the laws of that State.

         IN WITNESS WHEREOF, the Company has caused this Plan to be adopted on
this 1st day of March, 2004.

                                   TRUSTCO BANK CORP NY

                                   By: /s/ Robert J. McCormick
                                        ------------------------
                                   Title: President and Chief Executive Officer
                                          -------------------------------------

                                       20
Exhibit 5.1

                                       21
LEWIS, RICE & FINGERSH, L.C.

                                ATTORNEYS AT LAW

                           500 N. BROADWAY, SUITE 2000
                         ST. LOUIS, MISSOURI 63102-2147
TEL (314) 444-7600                WWW.LRF.COM                FAX (314) 241-6056

                                  May 20, 2004

TrustCo Bank Corp NY
320 State Street
Schenectady, New York 12305

                   Re:   Registration on Form S-8 of 2,000,000 Shares of
                   Common Stock for Issuance Pursuant to the 2004 TrustCo
                   Bank Corp NY Stock Option Plan

Ladies and Gentlemen:

         In connection with the registration with the Securities and Exchange
Commission of 2,000,000 shares of common stock, $1.00 par value per share (the
"Securities"), of TrustCo Bank Corp NY (the "Company"), you have requested that
we furnish you with our opinion as to the legality of the issuance of the
Securities in connection with the 2004 TrustCo Bank Corp NY Stock Option Plan
(the "Plan").

         As counsel to the Company, we have participated in the preparation of
the Registration Statement on Form S-8 under the Securities Act of 1933, as
amended (the "Registration Statement") with respect to the Securities. We have
examined and are familiar with the Company's Articles of Incorporation, Bylaws,
each as amended, records of corporate proceedings, the Registration Statement,
the Plan and such other documents and records as we have deemed necessary for
purposes of this opinion.

         Based on the foregoing, we are of the opinion that the Securities have
been duly and validly authorized and will, when issued as contemplated in the
Plan, be legally issued, fully paid and non-assessable.

         We consent to the use of this opinion as an exhibit to the
Registration Statement.

                                           Sincerely,

                                           LEWIS, RICE & FINGERSH, L.C.

                                           /s/ LEWIS, RICE & FINGERSH, L.C.

                                       22
Exhibit 15.1

                                       23
May 18, 2004

TrustCo Bank Corp NY
Glenville, New York

Re:  Registration Statement on Form S-8 related to the 2004 TrustCo Bank
Corp NY Stock Option Plan

With respect to the subject registration statement, we acknowledge our
awareness of the use therein of our report dated April 13, 2004 related to our
review of interim financial information.

Pursuant to Rule 436 under the Securities Act of 1933 (the "Act"), such report
is not considered part of a registration statement prepared or certified by an
accountant, or a report prepared or certified by an accountant within the
meaning of Sections 7 and 11 of the Act.

/s/ KPMG LLP

Albany, New York

                                       24
Exhibit 23.1

                                       25
Independent Auditors' Consent

The Board of Directors
TrustCo Bank Corp NY:

We consent to incorporation by reference in the registration statement on Form
S-8 related to the 2004 TrustCo Bank corp NY Stock Option Plan to be filed by
TrustCo Bank corp NY with the Securities and Exchange Commission of our report
dated February 20, 2004, with respect to the consolidated statements of
condition of TrustCo Bank Corp NY and subsidiaries as of December 31, 2003 and
2002, and the related consolidated statements of income, changes in
shareholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 2003, which report appears in the December 31, 2003
annual report on Form 10-K of TrustCo Bank Corp NY.

/s/ KPMG LLP
Albany, New York
May 18, 2004

                                       26
Exhibit 24.1

                                       27
POWER OF ATTORNEY

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                       for

                            2004 TRUSTCO BANK CORP NY
                                STOCK OPTION PLAN

                                       of

                              TRUSTCO BANK CORP NY

        KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby constitutes and appoints Robert T. Cushing and Robert M. Leonard,
and each of them, the true and lawful attorneys-in-fact and agents for him and
in his name, place or stead, in any and all capacities, to sign and file, or
cause to be filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8 under the
Securities Act of 1933, as amended, relating to the issuance of shares of any
class of stock or other securities of TrustCo Bank Corp NY in connection with
the 2004 TrustCo Bank Corp NY Stock Option Plan, or the issuance of any
interests in such plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all other
documents required to be filed with the Commission in connection therewith,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done as
fully and to all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-fact and agents
may lawfully do or cause to be done by virtue hereof.

        Dated: May 18, 2004

                               /s/ Robert A. McCormick
                               ---------------------------
                               Robert A. McCormick

                                       28
POWER OF ATTORNEY

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                       for

                            2004 TRUSTCO BANK CORP NY
                                STOCK OPTION PLAN

                                       of

                              TRUSTCO BANK CORP NY

        KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby constitutes and appoints Robert T. Cushing and Robert M. Leonard,
and each of them, the true and lawful attorneys-in-fact and agents for him and
in his name, place or stead, in any and all capacities, to sign and file, or
cause to be filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8 under the
Securities Act of 1933, as amended, relating to the issuance of shares of any
class of stock or other securities of TrustCo Bank Corp NY in connection with
the 2004 TrustCo Bank Corp NY Stock Option Plan, or the issuance of any
interests in such plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all other
documents required to be filed with the Commission in connection therewith,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done as
fully and to all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-fact and agents
may lawfully do or cause to be done by virtue hereof.

        Dated: May 18, 2004

                               /s/ Barton A. Andreoli
                               -------------------------
                               Barton A. Andreoli

                                       29
POWER OF ATTORNEY

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                       for

                            2004 TRUSTCO BANK CORP NY
                                STOCK OPTION PLAN

                                       of

                              TRUSTCO BANK CORP NY

        KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby constitutes and appoints Robert T. Cushing and Robert M. Leonard,
and each of them, the true and lawful attorneys-in-fact and agents for him and
in his name, place or stead, in any and all capacities, to sign and file, or
cause to be filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8 under the
Securities Act of 1933, as amended, relating to the issuance of shares of any
class of stock or other securities of TrustCo Bank Corp NY in connection with
the 2004 TrustCo Bank Corp NY Stock Option Plan, or the issuance of any
interests in such plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all other
documents required to be filed with the Commission in connection therewith,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done as
fully and to all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-fact and agents
may lawfully do or cause to be done by virtue hereof.

        Dated: May 18, 2004

                               /s/ Anthony J. Marinello, M.D., PhD
                               ------------------------------------
                               Anthony J. Marinello, M.D., PhD

                                       30
POWER OF ATTORNEY

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                       for

                            2004 TRUSTCO BANK CORP NY
                                STOCK OPTION PLAN

                                       of

                              TRUSTCO BANK CORP NY

        KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby constitutes and appoints Robert T. Cushing and Robert M. Leonard,
and each of them, the true and lawful attorneys-in-fact and agents for him and
in his name, place or stead, in any and all capacities, to sign and file, or
cause to be filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8 under the
Securities Act of 1933, as amended, relating to the issuance of shares of any
class of stock or other securities of TrustCo Bank Corp NY in connection with
the 2004 TrustCo Bank Corp NY Stock Option Plan, or the issuance of any
interests in such plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all other
documents required to be filed with the Commission in connection therewith,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done as
fully and to all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-fact and agents
may lawfully do or cause to be done by virtue hereof.

        Dated: May 18, 2004

                               /s/ William D. Powers
                               ----------------------
                               William D. Powers

                                       31
POWER OF ATTORNEY

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                       for

                            2004 TRUSTCO BANK CORP NY
                                STOCK OPTION PLAN

                                       of

                              TRUSTCO BANK CORP NY

        KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby constitutes and appoints Robert T. Cushing and Robert M. Leonard,
and each of them, the true and lawful attorneys-in-fact and agents for him and
in his name, place or stead, in any and all capacities, to sign and file, or
cause to be filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8 under the
Securities Act of 1933, as amended, relating to the issuance of shares of any
class of stock or other securities of TrustCo Bank Corp NY in connection with
the 2004 TrustCo Bank Corp NY Stock Option Plan, or the issuance of any
interests in such plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all other
documents required to be filed with the Commission in connection therewith,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done as
fully and to all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-fact and agents
may lawfully do or cause to be done by virtue hereof.

        Dated: May 18, 2004

                               /s/ Joseph A. Lucarelli
                               ------------------------
                               Joseph A. Lucarelli

                                       32
POWER OF ATTORNEY

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                       for

                            2004 TRUSTCO BANK CORP NY
                                STOCK OPTION PLAN

                                       of

                              TRUSTCO BANK CORP NY

        KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby constitutes and appoints Robert T. Cushing and Robert M. Leonard,
and each of them, the true and lawful attorneys-in-fact and agents for him and
in his name, place or stead, in any and all capacities, to sign and file, or
cause to be filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8 under the
Securities Act of 1933, as amended, relating to the issuance of shares of any
class of stock or other securities of TrustCo Bank Corp NY in connection with
the 2004 TrustCo Bank Corp NY Stock Option Plan, or the issuance of any
interests in such plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all other
documents required to be filed with the Commission in connection therewith,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done as
fully and to all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-fact and agents
may lawfully do or cause to be done by virtue hereof.

        Dated: May 18, 2004

                               /s/ William J. Purdy
                               ---------------------
                               William J. Purdy

                                       33