Registration No. 333-_______

                       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)

                  320 State Street, Schenectady, New York 12305 
               (Address of Principal Executive Offices) (Zip Code)

        AMENDED AND RESTATED 1995 TRUSTCO BANK CORP NY STOCK OPTION PLAN
                            (Full Title of the Plan)


                                WILLIAM F. TERRY
                                    Secretary
                              TrustCo Bank Corp NY
                                320 State Street
                           Schenectady, New York 12305
                     (Name and Address of Agent For Service)

                                 (518) 377-3311
                     (Telephone Number, Including Area Code,
                              of Agent For Service)

                                   Copies to:
                             John K. Pruellage, 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)  1,175,000      $28.06          $32,970,500     $9,165.00
===============================================================================

         (1) The  securities  registered  hereunder  include  securities  issued
pursuant to the terms of the  Amended and  Restated  1995  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 ________ __, 1999, such date being a date within five
(5) business days prior to the date of filing of this Registration Statement.



<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, 1998, as filed with the Commission pursuant to Section 13(a) of the
Securities Exchange Act of 1934 (the "Exchange Act");


         (b) All other  reports filed by the Company  pursuant to  Section 13(a)
or 15(d) of the Exchange Act since  December 31, 1998;


         (c) 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.  Members of, and attorneys  employed by,
Lewis, Rice & Fingersh,  L.C., owned directly or indirectly as of March 1, 1999,
approximately 11,041 shares of Common Stock of the Company.


Item 6.  Indemnification Of Directors And Officers

         Sections  721-725 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.


                                       II-1               
 <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  $10,000,000,  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.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers, or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Commission such  indemnification  is against public policy
as expressed in the Act and therefore is unenforceable.

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                                                                
         Number      Exhibit

          4(a)       Amended  and  Restated   Certificate  of  Incorporation  of
                     TrustCo Bank Corp NY is  incorporated  by reference  herein
                     from TrustCo Bank Corp NY's  Quarterly  Report on Form 10-Q
                     for the quarter ended June 30, 1997.

                           
                                       II-2
<PAGE>

          4(b)       Amended and  Restated  By-Laws of TrustCo  Bank Corp NY are
                     incorporated  by  reference  herein from  TrustCo Bank Corp
                     NY's  Quarterly  Report on Form 10-Q for the quarter  ended
                     September 30, 1998.

          5(a)       Opinion of Lewis, Rice & Fingersh, L.C.

         10(a)       Amended and Restated 1995 TrustCo Bank Corp NY Stock Option
                     Plan.

         23(a)       Consent of KPMG LLP.

         23(b)       Consent of Lewis, Rice & Fingersh, L.C. (included as part 
                     of Exhibit 5(a)).

           24        Powers of Attorney.

           99        Statement of KPMG LLP.


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;

                          (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.

                                       II-3
<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.


                                       II-4
<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 18 May,1999.

                                        TRUSTCO BANK CORP NY


                                           By /s/Robert A.McCormick
                                           Robert A. 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 18 May, 1999.


                                
Name                                                  Title/Position
                                    
                                                President, Chief Executive
Robert A. McCormick                               Officer and Director
                                                  (Principal Executive Officer)
                                                 
                                                 Vice President and
Robert T. Cushing                              Chief Financial Officer
                                               (Principal Financial and
                                                 Accounting Officer)
                                             
        *                                              Director
Barton A. Andreoli

        *                                              Director
Lionel O. Barthold

        *                                              Director
M. Norman Brickman

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



                                       II-5
<PAGE>


        *                                               Director
Nancy A. McNamara

        *                                               Director
John S. Morris, PhD

        *                                               Director
James H. Murphy, D.D.S.

        *                                               Director
Richard J. Murray, Jr.

        *                                               Director
Kenneth C. Petersen

        *                                               Director
William D. Powers

        *                                               Director
William J. Purdy

        *                                               Director
William F. Terry



        * By:   /s/William F. Terry                                
                William F. Terry
                Attorney-in-Fact



                                       II-6
<PAGE>





                              TRUSTCO BANK CORP NY
                         FORM S-8 REGISTRATION STATEMENT

                                  Exhibit Index

      Exhibits                                                             Page*
       4(a)    Amended and  Restated  Certificate  of  Incorporation
               of TrustCo Bank Corp NY is  incorporated  by  reference
               herein from TrustCo Bank Corp NY's  Quarterly  Report on
               Form 10-Q for the  quarter  ended  June 30, 1997......       N/A
          
       4(b)    Amended and Restated  By-Laws of TrustCo Bank Corp NY 
               are incorporated by reference  herein from TrustCo Bank 
               Corp NY's  Quarterly  Report on Form 10-Q for the quarter
               ended September 30, 1998.............................        N/A

       5(a)    Opinion of Lewis, Rice & Fingersh, L.C...............       ____

       10(a)   Amended and Restated 1995 TrustCo Bank Corp NY Stock
               Option Plan..........................................       ____

       23(a)   Consent of KPMG LLP..................................       ____

       23(b)   Consent of Lewis, Rice & Fingersh,  L.C.  (included as
               part of Exhibit  5(a)................................       ____

       24      Powers of Attorney...................................       ____
       
       99     Statement of KPMG LLP.................................       ____

_________________           

*Only pages of the manually signed original of the Registration Statement are
 numbered sequentially.



<PAGE>


                                  Exhibit 5(a)


<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 18, 1999


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

                        Re:      Registration on Form S-8 of 1,175,000 Shares
                        of Common Stock for Issuance  Pursuant to the Amended
                        and Restated 1995 TrustCo Bank Corp NY Stock Option Plan

Ladies and Gentlemen:

         In connection  with the  registration  with the Securities and Exchange
Commission of 1,175,000  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 Amended and Restated 1995 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.



<PAGE>




                                  Exhibit 10(a)


<PAGE>


                                                                   

                 AMENDED AND RESTATED 1995 TRUSTCO BANK CORP NY
                                STOCK OPTION PLAN

         WHEREAS,  TrustCo Bank Corp NY (the  "Company")desires to establish the
  Amended and Restated 1995 TrustCo Bank Corp NY Stock Option Plan (the "Plan");

         NOW, THEREFORE, the Company does hereby establish the Plan as follows:

SECTION 1:        PURPOSE

         This Amended and  Restated  1995 TrustCo Bank Corp NY Stock Option Plan
(the "Plan") has been  established  by TrustCo Bank Corp NY (the  "Company")  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 Company's Board of Directors.

"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 or any Participating  Subsidiary,  provided he is so
                    employed at the date any Stock Option is granted to him.

"Fair Market Value"
                    means the current fair market value of any Stock  subject to
                    a Stock Option.  During such time as the Stock is not listed
                    on an  established  stock  exchange,  fair market  value per
                    share shall be the mean between the closing dealer "bid" and
                    "ask"  prices  for the Stock as quoted by NASDAQ for the day
                    of the grant and if "bid" and "ask"  prices  are  quoted for
                    the  day of the  grant,  the  fair  market  value  shall  be
                    determined by reference  to such prices on the next
                    preceding day on which such prices were quoted. If the Stock
                    is listed on an  established  stock  exchange or  exchanges,
                    the fair market value shall be

<PAGE>
                    deemed to be the highest  closing price of the Stock on such
                    stock exchange or exchanges on the day the option is granted
                    or, if no sale of Stock has been made on any stock  exchange
                    on 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 Stock is not traded on an
                    established stock exchange,  and no closing dealer "bid" and
                    "ask" prices are available, then the purchase price shall be
                    100 percent of the fair  market  value of one share of Stock
                    on the day the  option  is  granted,  as  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 Option" 
                    means an option granted to a Participant  under this Plan to
                    purchase the  Company's  Stock,  which is  designated  as an
                    Incentive Stock Option and which satisfies the  requirements
                    of Code section 422, as amended.

"Nonqualified  Stock Option"
                    means an option granted to a Participant  under this Plan to
                    purchase the  Company's  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 Subsidiary"
                    means a Subsidiary some or all whose employees have been   
                    designated as eligible Employees by the Board.  
                   
"Plan" 
                    means the Amended and  Restated  1995  TrustCo  Bank Corp NY
                    Stock Option Plan as embodied in this document including all
                    amendments to this document made from time to time.

"Shareholder-Employee"
                    means any  Eligible  Employee  who at the time an  Incentive
                    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 percent  of the  combined  voting  power of all
                    classes  of  the  Company's   Stock  or  of  its  parent  or
                    subsidiary  companies (if any).  

"Stock"
                    means shares of the  Company's  common  stock,  which may be
                    either authorized but unissued shares or treasury shares.

 "Stock Appreciation Right"
                    means a right,  granted to a Participant  concurrently  with
                    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


                                       2
<PAGE>

                    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  Company  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 the Company 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;

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  decision is to be binding and conclusive on 
all persons;

7.  determine,  in its sole  discretion,  whether 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 whether the Company will permit  payment via
the  simultaneous  exercise  of Stock  Options  and sale of the  Stock  acquired
pursuant thereto;

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.



                                       3
<PAGE>

         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.

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 3,000,050, 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 




                                       4
<PAGE>


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) 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)  shall not exceed
$100,000.

   (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 Company 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.  However,  no Company  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 2 years after the date that
previous  Option was granted  and more than 1 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 grant and 
the Option is an  Incentive  Stock  Option,  the date 5 years  after the date of
grant;



                                       5
<PAGE>

   (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;

   (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) a contract  providing for a merger or  consolidation  of the Company
with or into  another  entity  (except  in the case  where  the  Company  is the
surviving  entity and the  merger  does not  affect  the stock  interest  of the
stockholders  of the Company) or a sale of  substantially  all the assets of the
Company is executed;

    (b) a single entity or individual  (including any related  parties to such
entity  or  individual)  acquires  20% or more of the  outstanding  stock of the
Company; or

    (c) a  situation  occurs  in  which,   during  any  period  of  12 
consecutive months, individuals who at the beginning of such period were members
of the Board  cease for any  reason to  constitute  at least a  majority  of the
Board, unless the nomination or election of each new director was approved by at
least two-thirds of the directors then still in office who were directors at the
beginning of such period.

         Upon  exercise of an Option during the 60-day period from and after the
date of a change of 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");  provided, however, and notwithstanding any other provision
of this  Plan,  if the end of such  60-day  period  from and after the date of a
change of 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)



                                       6

<PAGE>

  the term  "Value"  means the higher of (i) the  highest  Fair Market
Value  during the 60-day  period from and after the date of a change of control,
and (ii) if the change of 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).
Notwithstanding  the foregoing,  if any right granted pursuant to this paragraph
would make a change of control  transaction  ineligible for pooling of interests
accounting  under  APB No. 16 that but for this  paragraph  would  otherwise  be
eligible for such accounting treatment,  Stock (having a Fair Market Value equal
to the cash  otherwise  payable  hereunder)  shall be  substituted  for the cash
payable hereunder.

    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.  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) shall not exceed $100,000.

    7.  The  acceleration  provisions  of Section 8,  Items 4 and 8 of the Plan 
shall override restrictions contained in Section 8, Item 6.

    8.  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.

    9.  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 Company Stock resulting from a subdivision or  consolidation of shares
or the payment of a



                                       7
<PAGE>

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.

         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
Corporation,  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.

         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.

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





                                       8
<PAGE>
 

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.

         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.

SECTION 13:       WITHHOLDING

         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 executed on
this 18th day of May, 1999.


                                   TRUSTCO BANK CORP NY



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

                                       9

<PAGE>



                                  Exhibit 23(a)


KPMG 
515 BROADWAY
ALBANY, NY 12207

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS




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  registration  of  additional  shares for the  Amended  and
Restated  1995 TrustCo Bank Corp NY Stock Option Plan filed by TrustCo Bank Corp
NY under the  Securities Act of 1933 of our audit report dated January 22, 1999,
relating to the consolidated statements of condition of TrustCo Bank Corp NY and
subsidiaries  as of  December  31, 1998 and 1997,  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, 1998,  which report
appears in the December 31, 1998 Annual Report on Form 10-K of TrustCo Bank Corp
NY.

/s/ KPMG LLP


May 17, 1999






<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 18, 1999


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

                        Re:      Registration on Form S-8 of 1,175,000 Shares
                        of Common Stock for Issuance  Pursuant to the Amended
                        and Restated 1995 TrustCo Bank Corp NY Stock Option Plan

Ladies and Gentlemen:

         In connection  with the  registration  with the Securities and Exchange
Commission of 1,175,000  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 Amended and Restated 1995 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.



<PAGE>
                                   Exhibit 24






                                POWER OF ATTORNEY

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                       for

                              AMENDED AND RESTATED
                   1995 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 A. McCORMICK,  WILLIAM F. TERRY and
ROBERT T. CUSHING, 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 (the  "Company")
in  connection  with the Amended and  Restated  1995  TrustCo Bank Corp NY Stock
Option Plan of the Company,  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, 1999




                               /s/Barton A. Andreoli
                                  Barton A. Andreoli 

<PAGE>


                                POWER OF ATTORNEY

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                       for

                              AMENDED AND RESTATED
                   1995 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 A. McCORMICK,  WILLIAM F. TERRY and
ROBERT T. CUSHING, 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 (the  "Company")
in  connection  with the Amended and  Restated  1995  TrustCo Bank Corp NY Stock
Option Plan of the Company,  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, 1999



                               /s/Lionel O. Barthold 
                                  Lionel O. Barthold


<PAGE>


                                POWER OF ATTORNEY

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                       for

                              AMENDED AND RESTATED
                   1995 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 A. McCORMICK,  WILLIAM F. TERRY and
ROBERT T. CUSHING, 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 (the  "Company")
in  connection  with the Amended and  Restated  1995  TrustCo Bank Corp NY Stock
Option Plan of the Company,  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, 1999



                             /s/M. Norman Brickman
                                M. Norman Brickman


<PAGE>


                                POWER OF ATTORNEY

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                       for

                              AMENDED AND RESTATED
                   1995 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 A. McCORMICK,  WILLIAM F. TERRY and
ROBERT T. CUSHING, 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 (the  "Company")
in  connection  with the Amended and  Restated  1995  TrustCo Bank Corp NY Stock
Option Plan of the Company,  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, 1999



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


<PAGE>


                                POWER OF ATTORNEY

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                       for

                              AMENDED AND RESTATED
                   1995 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 A. McCORMICK,  WILLIAM F. TERRY and
ROBERT T. CUSHING, 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 (the  "Company")
in  connection  with the Amended  1995 TrustCo Bank Corp NY Stock Option Plan of
the  Company,  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, 1999



                                  /s/Nancy A. McNamara
                                     Nancy A. McNamara


<PAGE>


                                POWER OF ATTORNEY

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                       for

                              AMENDED AND RESTATED
                   1995 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 A. McCORMICK,  WILLIAM F. TERRY and
ROBERT T. CUSHING, 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 (the  "Company")
in  connection  with the Amended and  Restated  1995  TrustCo Bank Corp NY Stock
Option Plan of the Company,  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, 1999



                            /s/John S. Morris, PhD
                               John S. Morris, PhD


<PAGE>


                                POWER OF ATTORNEY

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                       for

                              AMENDED AND RESTATED
                   1995 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 A. McCORMICK,  WILLIAM F. TERRY and
ROBERT T. CUSHING, 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 (the  "Company")
in  connection  with the Amended and  Restated  1995  TrustCo Bank Corp NY Stock
Option Plan of the Company,  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, 1999



                          /s/James H. Murphy, D.D.S.
                             James H. Murphy, D.D.S.


<PAGE>


                                POWER OF ATTORNEY

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                       for

                              AMENDED AND RESTATED
                   1995 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 A. McCORMICK,  WILLIAM F. TERRY and
ROBERT T. CUSHING, 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 (the  "Company")
in  connection  with the Amended and  Restated  1995  TrustCo Bank Corp NY Stock
Option Plan of the Company,  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, 1999


                          /s/Richard J. Murray, Jr.
                             Richard J. Murray, Jr.


<PAGE>


                                POWER OF ATTORNEY

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                       for

                              AMENDED AND RESTATED
                   1995 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 A. McCORMICK,  WILLIAM F. TERRY and
ROBERT T. CUSHING, 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 (the  "Company")
in  connection  with the Amended and  Restated  1995  TrustCo Bank Corp NY Stock
Option Plan of the Company,  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, 1999



                            /s/Kenneth C. Petersen
                               Kenneth C. Petersen


<PAGE>


                                POWER OF ATTORNEY

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                       for

                              AMENDED AND RESTATED
                   1995 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 A. McCORMICK,  WILLIAM F. TERRY and
ROBERT T. CUSHING, 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 (the  "Company")
in  connection  with the Amended and  Restated  1995  TrustCo Bank Corp NY Stock
Option Plan of the Company,  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, 1999



                                        /s/William D. Powers
                                           William D. Powers


<PAGE>


                                POWER OF ATTORNEY

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                       for

                              AMENDED AND RESTATED
                   1995 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 A. McCORMICK,  WILLIAM F. TERRY and
ROBERT T. CUSHING, 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 (the  "Company")
in  connection  with the Amended and  Restated  1995  TrustCo Bank Corp NY Stock
Option Plan of the Company,  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, 1999



                                   /s/William J. Purdy
                                      William J. Purdy


<PAGE>


                                POWER OF ATTORNEY

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                       for

                              AMENDED AND RESTATED
                   1995 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 A. McCORMICK,  WILLIAM F. TERRY and
ROBERT T. CUSHING, 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 (the  "Company")
in  connection  with the Amended and  Restated  1995  TrustCo Bank Corp NY Stock
Option Plan of the Company,  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 13, 1999



                                 /s/William F. Terry
                                    William F. Terry


<PAGE>


                                POWER OF ATTORNEY

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                       for

                              AMENDED AND RESTATED
                   1995 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 A. McCORMICK,  WILLIAM F. TERRY and
ROBERT T. CUSHING, 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 (the  "Company")
in  connection  with the Amended  1995 TrustCo Bank Corp NY Stock Option Plan of
the  Company,  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, 1999



                            /s/Robert A. McCormick
                               Robert A. McCormick


<PAGE>


                                   Exhibit 99


KPMG
515 Broadway
Albany, NY 12207




The Board of Directors
TrustCo Bank Corp NY:


Re:  Registration  Statement on Form S-8 related to the  registration  of 
additional  shares for the Amended and Restated 1995 TrustCo Bank Corp NY Stock
Option Plan.

With respect to the subject Registration  Statement on Form S-8 filed by TrustCo
Bank Corp NY under the  Securities Act of 1933,  we acknowledge  our awareness
of the use therein of our report  dated April 12, 1999 related to our review of
consolidated interim financial information.

Pursuant to Rule 436(c) under the Securities Act of 1933, such reports are 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


May 17, 1999
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 82027}]
{"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": "333-78811", "film-number": "99630696"}, "business-address": {"street1": "192 ERIE BLVD", "city": "SCHENECTADY", "state": "NY", "zip": "12305", "phone": "5183773311"}}
Registration No. 333-_______

                       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)

                  320 State Street, Schenectady, New York 12305 
               (Address of Principal Executive Offices) (Zip Code)

        AMENDED AND RESTATED 1995 TRUSTCO BANK CORP NY STOCK OPTION PLAN
                            (Full Title of the Plan)

                                WILLIAM F. TERRY
                                    Secretary
                              TrustCo Bank Corp NY
                                320 State Street
                           Schenectady, New York 12305
                     (Name and Address of Agent For Service)

                                 (518) 377-3311
                     (Telephone Number, Including Area Code,
                              of Agent For Service)

                                   Copies to:
                             John K. Pruellage, 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)  1,175,000      $28.06          $32,970,500     $9,165.00
===============================================================================

         (1) The  securities  registered  hereunder  include  securities  issued
pursuant to the terms of the  Amended and  Restated  1995  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 ________ __, 1999, such date being a date within five
(5) business days prior to the date of filing of this Registration Statement.
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, 1998, as filed with the Commission pursuant to Section 13(a) of the
Securities Exchange Act of 1934 (the "Exchange Act");

         (b) All other  reports filed by the Company  pursuant to  Section 13(a)
or 15(d) of the Exchange Act since  December 31, 1998;

         (c) 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.  Members of, and attorneys  employed by,
Lewis, Rice & Fingersh,  L.C., owned directly or indirectly as of March 1, 1999,
approximately 11,041 shares of Common Stock of the Company.

Item 6.  Indemnification Of Directors And Officers

         Sections  721-725 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.

                                       II-1
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  $10,000,000,  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.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers, or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Commission such  indemnification  is against public policy
as expressed in the Act and therefore is unenforceable.

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                                                                
         Number      Exhibit

          4(a)       Amended  and  Restated   Certificate  of  Incorporation  of
                     TrustCo Bank Corp NY is  incorporated  by reference  herein
                     from TrustCo Bank Corp NY's  Quarterly  Report on Form 10-Q
                     for the quarter ended June 30, 1997.

                           
                                       II-2
4(b)       Amended and  Restated  By-Laws of TrustCo  Bank Corp NY are
                     incorporated  by  reference  herein from  TrustCo Bank Corp
                     NY's  Quarterly  Report on Form 10-Q for the quarter  ended
                     September 30, 1998.

          5(a)       Opinion of Lewis, Rice & Fingersh, L.C.

         10(a)       Amended and Restated 1995 TrustCo Bank Corp NY Stock Option
                     Plan.

         23(a)       Consent of KPMG LLP.

         23(b)       Consent of Lewis, Rice & Fingersh, L.C. (included as part 
                     of Exhibit 5(a)).

           24        Powers of Attorney.

           99        Statement of KPMG LLP.

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;

                          (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.

                                       II-3
(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.

                                       II-4
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 18 May,1999.

                                        TRUSTCO BANK CORP NY

                                           By /s/Robert A.McCormick
                                           Robert A. 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 18 May, 1999.

                                
Name                                                  Title/Position
                                    
                                                President, Chief Executive
Robert A. McCormick                               Officer and Director
                                                  (Principal Executive Officer)
                                                 
                                                 Vice President and
Robert T. Cushing                              Chief Financial Officer
                                               (Principal Financial and
                                                 Accounting Officer)
                                             
        *                                              Director
Barton A. Andreoli

        *                                              Director
Lionel O. Barthold

        *                                              Director
M. Norman Brickman

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

                                       II-5
*                                               Director
Nancy A. McNamara

        *                                               Director
John S. Morris, PhD

        *                                               Director
James H. Murphy, D.D.S.

        *                                               Director
Richard J. Murray, Jr.

        *                                               Director
Kenneth C. Petersen

        *                                               Director
William D. Powers

        *                                               Director
William J. Purdy

        *                                               Director
William F. Terry

        * By:   /s/William F. Terry                                
                William F. Terry
                Attorney-in-Fact

                                       II-6
TRUSTCO BANK CORP NY
                         FORM S-8 REGISTRATION STATEMENT

                                  Exhibit Index

      Exhibits                                                             Page*
       4(a)    Amended and  Restated  Certificate  of  Incorporation
               of TrustCo Bank Corp NY is  incorporated  by  reference
               herein from TrustCo Bank Corp NY's  Quarterly  Report on
               Form 10-Q for the  quarter  ended  June 30, 1997......       N/A
          
       4(b)    Amended and Restated  By-Laws of TrustCo Bank Corp NY 
               are incorporated by reference  herein from TrustCo Bank 
               Corp NY's  Quarterly  Report on Form 10-Q for the quarter
               ended September 30, 1998.............................        N/A

       5(a)    Opinion of Lewis, Rice & Fingersh, L.C...............       ____

       10(a)   Amended and Restated 1995 TrustCo Bank Corp NY Stock
               Option Plan..........................................       ____

       23(a)   Consent of KPMG LLP..................................       ____

       23(b)   Consent of Lewis, Rice & Fingersh,  L.C.  (included as
               part of Exhibit  5(a)................................       ____

       24      Powers of Attorney...................................       ____
       
       99     Statement of KPMG LLP.................................       ____

_________________           

*Only pages of the manually signed original of the Registration Statement are
 numbered sequentially.
Exhibit 5(a)
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 18, 1999

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

                        Re:      Registration on Form S-8 of 1,175,000 Shares
                        of Common Stock for Issuance  Pursuant to the Amended
                        and Restated 1995 TrustCo Bank Corp NY Stock Option Plan

Ladies and Gentlemen:

         In connection  with the  registration  with the Securities and Exchange
Commission of 1,175,000  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 Amended and Restated 1995 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.
Exhibit 10(a)
AMENDED AND RESTATED 1995 TRUSTCO BANK CORP NY
                                STOCK OPTION PLAN

         WHEREAS,  TrustCo Bank Corp NY (the  "Company")desires to establish the
  Amended and Restated 1995 TrustCo Bank Corp NY Stock Option Plan (the "Plan");

         NOW, THEREFORE, the Company does hereby establish the Plan as follows:

SECTION 1:        PURPOSE

         This Amended and  Restated  1995 TrustCo Bank Corp NY Stock Option Plan
(the "Plan") has been  established  by TrustCo Bank Corp NY (the  "Company")  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 Company's Board of Directors.

"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 or any Participating  Subsidiary,  provided he is so
                    employed at the date any Stock Option is granted to him.

"Fair Market Value"
                    means the current fair market value of any Stock  subject to
                    a Stock Option.  During such time as the Stock is not listed
                    on an  established  stock  exchange,  fair market  value per
                    share shall be the mean between the closing dealer "bid" and
                    "ask"  prices  for the Stock as quoted by NASDAQ for the day
                    of the grant and if "bid" and "ask"  prices  are  quoted for
                    the  day of the  grant,  the  fair  market  value  shall  be
                    determined by reference  to such prices on the next
                    preceding day on which such prices were quoted. If the Stock
                    is listed on an  established  stock  exchange or  exchanges,
                    the fair market value shall be
deemed to be the highest  closing price of the Stock on such
                    stock exchange or exchanges on the day the option is granted
                    or, if no sale of Stock has been made on any stock  exchange
                    on 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 Stock is not traded on an
                    established stock exchange,  and no closing dealer "bid" and
                    "ask" prices are available, then the purchase price shall be
                    100 percent of the fair  market  value of one share of Stock
                    on the day the  option  is  granted,  as  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 Option" 
                    means an option granted to a Participant  under this Plan to
                    purchase the  Company's  Stock,  which is  designated  as an
                    Incentive Stock Option and which satisfies the  requirements
                    of Code section 422, as amended.

"Nonqualified  Stock Option"
                    means an option granted to a Participant  under this Plan to
                    purchase the  Company's  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 Subsidiary"
                    means a Subsidiary some or all whose employees have been   
                    designated as eligible Employees by the Board.  
                   
"Plan" 
                    means the Amended and  Restated  1995  TrustCo  Bank Corp NY
                    Stock Option Plan as embodied in this document including all
                    amendments to this document made from time to time.

"Shareholder-Employee"
                    means any  Eligible  Employee  who at the time an  Incentive
                    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 percent  of the  combined  voting  power of all
                    classes  of  the  Company's   Stock  or  of  its  parent  or
                    subsidiary  companies (if any).  

"Stock"
                    means shares of the  Company's  common  stock,  which may be
                    either authorized but unissued shares or treasury shares.

 "Stock Appreciation Right"
                    means a right,  granted to a Participant  concurrently  with
                    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

                                       2
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  Company  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 the Company 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;

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  decision is to be binding and conclusive on 
all persons;

7.  determine,  in its sole  discretion,  whether 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 whether the Company will permit  payment via
the  simultaneous  exercise  of Stock  Options  and sale of the  Stock  acquired
pursuant thereto;

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.

                                       3
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.

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 3,000,050, 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 

                                       4
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) 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)  shall not exceed
$100,000.

   (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 Company 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.  However,  no Company  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 2 years after the date that
previous  Option was granted  and more than 1 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 grant and 
the Option is an  Incentive  Stock  Option,  the date 5 years  after the date of
grant;

                                       5
(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;

   (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) a contract  providing for a merger or  consolidation  of the Company
with or into  another  entity  (except  in the case  where  the  Company  is the
surviving  entity and the  merger  does not  affect  the stock  interest  of the
stockholders  of the Company) or a sale of  substantially  all the assets of the
Company is executed;

    (b) a single entity or individual  (including any related  parties to such
entity  or  individual)  acquires  20% or more of the  outstanding  stock of the
Company; or

    (c) a  situation  occurs  in  which,   during  any  period  of  12 
consecutive months, individuals who at the beginning of such period were members
of the Board  cease for any  reason to  constitute  at least a  majority  of the
Board, unless the nomination or election of each new director was approved by at
least two-thirds of the directors then still in office who were directors at the
beginning of such period.

         Upon  exercise of an Option during the 60-day period from and after the
date of a change of 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");  provided, however, and notwithstanding any other provision
of this  Plan,  if the end of such  60-day  period  from and after the date of a
change of 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)

                                       6
the term  "Value"  means the higher of (i) the  highest  Fair Market
Value  during the 60-day  period from and after the date of a change of control,
and (ii) if the change of 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).
Notwithstanding  the foregoing,  if any right granted pursuant to this paragraph
would make a change of control  transaction  ineligible for pooling of interests
accounting  under  APB No. 16 that but for this  paragraph  would  otherwise  be
eligible for such accounting treatment,  Stock (having a Fair Market Value equal
to the cash  otherwise  payable  hereunder)  shall be  substituted  for the cash
payable hereunder.

    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.  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) shall not exceed $100,000.

    7.  The  acceleration  provisions  of Section 8,  Items 4 and 8 of the Plan 
shall override restrictions contained in Section 8, Item 6.

    8.  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.

    9.  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 Company Stock resulting from a subdivision or  consolidation of shares
or the payment of a

                                       7
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.

         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
Corporation,  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.

         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.

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

                                       8
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.

         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.

SECTION 13:       WITHHOLDING

         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 executed on
this 18th day of May, 1999.

                                   TRUSTCO BANK CORP NY

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

                                       9
Exhibit 23(a)

KPMG 
515 BROADWAY
ALBANY, NY 12207

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

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  registration  of  additional  shares for the  Amended  and
Restated  1995 TrustCo Bank Corp NY Stock Option Plan filed by TrustCo Bank Corp
NY under the  Securities Act of 1933 of our audit report dated January 22, 1999,
relating to the consolidated statements of condition of TrustCo Bank Corp NY and
subsidiaries  as of  December  31, 1998 and 1997,  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, 1998,  which report
appears in the December 31, 1998 Annual Report on Form 10-K of TrustCo Bank Corp
NY.

/s/ KPMG LLP

May 17, 1999
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 18, 1999

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

                        Re:      Registration on Form S-8 of 1,175,000 Shares
                        of Common Stock for Issuance  Pursuant to the Amended
                        and Restated 1995 TrustCo Bank Corp NY Stock Option Plan

Ladies and Gentlemen:

         In connection  with the  registration  with the Securities and Exchange
Commission of 1,175,000  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 Amended and Restated 1995 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.
Exhibit 24

                                POWER OF ATTORNEY

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                       for

                              AMENDED AND RESTATED
                   1995 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 A. McCORMICK,  WILLIAM F. TERRY and
ROBERT T. CUSHING, 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 (the  "Company")
in  connection  with the Amended and  Restated  1995  TrustCo Bank Corp NY Stock
Option Plan of the Company,  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, 1999

                               /s/Barton A. Andreoli
                                  Barton A. Andreoli
POWER OF ATTORNEY

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                       for

                              AMENDED AND RESTATED
                   1995 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 A. McCORMICK,  WILLIAM F. TERRY and
ROBERT T. CUSHING, 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 (the  "Company")
in  connection  with the Amended and  Restated  1995  TrustCo Bank Corp NY Stock
Option Plan of the Company,  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, 1999

                               /s/Lionel O. Barthold 
                                  Lionel O. Barthold
POWER OF ATTORNEY

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                       for

                              AMENDED AND RESTATED
                   1995 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 A. McCORMICK,  WILLIAM F. TERRY and
ROBERT T. CUSHING, 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 (the  "Company")
in  connection  with the Amended and  Restated  1995  TrustCo Bank Corp NY Stock
Option Plan of the Company,  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, 1999

                             /s/M. Norman Brickman
                                M. Norman Brickman
POWER OF ATTORNEY

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                       for

                              AMENDED AND RESTATED
                   1995 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 A. McCORMICK,  WILLIAM F. TERRY and
ROBERT T. CUSHING, 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 (the  "Company")
in  connection  with the Amended and  Restated  1995  TrustCo Bank Corp NY Stock
Option Plan of the Company,  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, 1999

                                  /s/Anthony J. Marinello, M.D., Phd
                                     Anthony J. Marinello, M.D., PhD
POWER OF ATTORNEY

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                       for

                              AMENDED AND RESTATED
                   1995 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 A. McCORMICK,  WILLIAM F. TERRY and
ROBERT T. CUSHING, 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 (the  "Company")
in  connection  with the Amended  1995 TrustCo Bank Corp NY Stock Option Plan of
the  Company,  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, 1999

                                  /s/Nancy A. McNamara
                                     Nancy A. McNamara
POWER OF ATTORNEY

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                       for

                              AMENDED AND RESTATED
                   1995 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 A. McCORMICK,  WILLIAM F. TERRY and
ROBERT T. CUSHING, 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 (the  "Company")
in  connection  with the Amended and  Restated  1995  TrustCo Bank Corp NY Stock
Option Plan of the Company,  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, 1999

                            /s/John S. Morris, PhD
                               John S. Morris, PhD
POWER OF ATTORNEY

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                       for

                              AMENDED AND RESTATED
                   1995 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 A. McCORMICK,  WILLIAM F. TERRY and
ROBERT T. CUSHING, 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 (the  "Company")
in  connection  with the Amended and  Restated  1995  TrustCo Bank Corp NY Stock
Option Plan of the Company,  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, 1999

                          /s/James H. Murphy, D.D.S.
                             James H. Murphy, D.D.S.
POWER OF ATTORNEY

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                       for

                              AMENDED AND RESTATED
                   1995 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 A. McCORMICK,  WILLIAM F. TERRY and
ROBERT T. CUSHING, 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 (the  "Company")
in  connection  with the Amended and  Restated  1995  TrustCo Bank Corp NY Stock
Option Plan of the Company,  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, 1999

                          /s/Richard J. Murray, Jr.
                             Richard J. Murray, Jr.
POWER OF ATTORNEY

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                       for

                              AMENDED AND RESTATED
                   1995 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 A. McCORMICK,  WILLIAM F. TERRY and
ROBERT T. CUSHING, 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 (the  "Company")
in  connection  with the Amended and  Restated  1995  TrustCo Bank Corp NY Stock
Option Plan of the Company,  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, 1999

                            /s/Kenneth C. Petersen
                               Kenneth C. Petersen
POWER OF ATTORNEY

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                       for

                              AMENDED AND RESTATED
                   1995 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 A. McCORMICK,  WILLIAM F. TERRY and
ROBERT T. CUSHING, 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 (the  "Company")
in  connection  with the Amended and  Restated  1995  TrustCo Bank Corp NY Stock
Option Plan of the Company,  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, 1999

                                        /s/William D. Powers
                                           William D. Powers
POWER OF ATTORNEY

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                       for

                              AMENDED AND RESTATED
                   1995 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 A. McCORMICK,  WILLIAM F. TERRY and
ROBERT T. CUSHING, 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 (the  "Company")
in  connection  with the Amended and  Restated  1995  TrustCo Bank Corp NY Stock
Option Plan of the Company,  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, 1999

                                   /s/William J. Purdy
                                      William J. Purdy
POWER OF ATTORNEY

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                       for

                              AMENDED AND RESTATED
                   1995 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 A. McCORMICK,  WILLIAM F. TERRY and
ROBERT T. CUSHING, 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 (the  "Company")
in  connection  with the Amended and  Restated  1995  TrustCo Bank Corp NY Stock
Option Plan of the Company,  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 13, 1999

                                 /s/William F. Terry
                                    William F. Terry
POWER OF ATTORNEY

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                       for

                              AMENDED AND RESTATED
                   1995 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 A. McCORMICK,  WILLIAM F. TERRY and
ROBERT T. CUSHING, 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 (the  "Company")
in  connection  with the Amended  1995 TrustCo Bank Corp NY Stock Option Plan of
the  Company,  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, 1999

                            /s/Robert A. McCormick
                               Robert A. McCormick
Exhibit 99

KPMG
515 Broadway
Albany, NY 12207

The Board of Directors
TrustCo Bank Corp NY:

Re:  Registration  Statement on Form S-8 related to the  registration  of 
additional  shares for the Amended and Restated 1995 TrustCo Bank Corp NY Stock
Option Plan.

With respect to the subject Registration  Statement on Form S-8 filed by TrustCo
Bank Corp NY under the  Securities Act of 1933,  we acknowledge  our awareness
of the use therein of our report  dated April 12, 1999 related to our review of
consolidated interim financial information.

Pursuant to Rule 436(c) under the Securities Act of 1933, such reports are 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

May 17, 1999