As filed with the Securities and Exchange Commission on June 2, 2003
                                                        Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                           FIRST ALBANY COMPANIES INC.
             (Exact Name of Registrant as Specified in Its Charter)



           New York                                    22-2655804
(State or Other Jurisdiction of                     (I.R.S. Employer
Incorporation or Organization)                   Identification Number)

                               30 S. Pearl Street
                           Albany, New York 12207-1599
                                 (518) 447-8500
              (Address of Registrant's Principal Executive Offices)

                           FIRST ALBANY COMPANIES INC.
                          1999 LONG-TERM INCENTIVE PLAN

                            (Full Title of the Plans)

                              Stephen P. Wink, Esq.
                          Secretary and General Counsel
                           First Albany Companies Inc.
                               30 S. Pearl Street
                           Albany, New York 12207-1599
                                 (518) 447-8500

           (Name, Address, and Telephone Number of Agent for Service)


                           Copy of communications to:

                              Arthur H. Kohn, Esq.
                       Cleary, Gottlieb, Steen & Hamilton
                                One Liberty Plaza
                            New York, New York 10006
                                 (212) 225-2000


                         CALCULATION OF REGISTRATION FEE
<TABLE>

========================================================================================================
                                                 Proposed maximum  Proposed maximum
    Title of securities          Amount to be     offering price       aggregate         Amount of
      to be registered           registered (1)     per share (2)    offering price   registration fee
--------------------------------------------------------------------------------------------------------
<S>                                  <C>               <C>             <C>                 <C>
Common Stock, $.01 par value         800,000           $9.625          $7,700,000          $622.93
--------------------------------------------------------------------------------------------------------
</TABLE>

 (1)  This Registration Statement covers 800,000 shares of Common Stock issuable
      upon exercise of options or covered under other awards granted pursuant to
      the First Albany Companies Inc. 1999 Long-Term Incentive Plan plus any
      additional shares of Common Stock which will become issuable under such
      plan by reason of any stock dividend, stock split, recapitalization or
      other similar transaction. This Registration Statement also covers the
      rights (the "Rights") attached to each share of Common Stock pursuant to
      the Rights Agreement dated March 30, 1998. Until the occurrence of certain
      specified events, the Rights are not exercisable, are evidenced by the
      certificates representing the shares and may be transferred only together
      with the shares.

(2)   Estimated solely for the purpose of determining the amount of the
      registration fee in accordance with Rule 457(h) under the Securities Act
      and based upon the average of the high ($9.77) and low ($9.48) prices of
      the Common Stock as reported on the NASDAQ National Exchange on May 23,
      2003

<PAGE>
                                Explanatory Note

         On March 10, 2003, the Board of Directors of First Albany Companies
Inc. (the "Company") adopted an amendment to the Company's 1999 Long-Term
Incentive Plan (the "Plan") to increase the maximum number of shares of the
Company's Common Stock that may be issued pursuant to options or other awards
granted under the Company's Plan by 800,000 to a total of 2,400,000 shares. The
Company's shareholders approved the amendment to the Plan at the Company's
Annual Meeting of Shareholders held April 29, 2003.

         The additional shares to be registered by this Registration Statement
are of the same class as those securities covered by the Company's previously
filed Registration Statements on Form S-8 filed on May 20, 1999 (Registration
No. 333-78879) and July 31, 2002 (Registration No. 333-97465) with respect to
the Plan (together, the "Prior Registration Statements"). This Registration
Statement on Form S-8 has been prepared and filed pursuant to and in accordance
with the requirements of General Instruction E to Form S-8 for the purpose of
effecting the registration under the Securities Act of 1933 of an additional
800,000 shares of Common Stock issuable pursuant to options or other awards to
be granted under the Plan, as so amended and restated. Pursuant to General
Instruction E to Form S-8, the contents of the Prior Registration Statements,
made in connection with the Plan, including the periodic reports that the
Company filed after the Prior Registration Statements to maintain current
information about the Company, are incorporated herein by reference.

                                     Part II

Item 8.  Exhibits.

         In addition to the exhibits filed or incorporated by reference into the
Prior Registration Statements, the following documents are filed as exhibits to
this Registration Statement.

<TABLE>

  Exhibit No.                         Description                                        Method of Filing
  -----------                         -----------                                        ----------------
<S>              <C>                                                    <C>
5                Opinion of Cleary, Gottlieb, Steen & Hamilton as to     Filed herewith
                 the legality of the securities being registered

10               First Albany Companies Inc. 1999 Long-Term Incentive    Incorporated by reference to Exhibit 99(a) to
                 Plan                                                    the Registration Statement on Form S-8, filed
                                                                         with the Commission on July 31, 2002

23.1             Consent of Cleary, Gottlieb, Steen & Hamilton           Contained in the opinion filed as Exhibit 5

23.2             Consent of PricewaterhouseCoopers LLP                   Filed herewith

24               Power of Attorney                                       Included on the signature page
</TABLE>

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned , thereunto duly
authorized, in the City of Albany and the State of New York on the 2nd day of
June, 2003.



                           FIRST ALBANY COMPANIES INC.
                              By
                                 /s/ Alan P. Goldberg
                                ------------------------------------------------
                                Name: Alan P. Goldberg
                                Title: President and Co-Chief Executive Officer
<PAGE>
                                POWER OF ATTORNEY

         Know all men by these presents, that each officer or director of First
Albany Companies Inc. whose signature appears below constitutes and appoints
George C. McNamee and Alan P. Goldberg, and each of them acting singly, as his
or her true and lawful attorney-in-fact and agent, with full and several power
of substitution, to sign for him and in his name, place and stead in any and all
capacities indicated below, the Registration Statement on Form S-8 field
herewith and any and all pre-effective and post-effective amendments and
supplements to the said Registration Statement, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary fully to all intents and purposes as he or she might or
could do in person hereby ratifying and confirming all that said
attorney-in-fact and agent, or his or her substitute, may lawfully do or cause
to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by each of the following persons in the
capacities and on the dates indicated.

<TABLE>

<S>            <C>                                          <C>                                  <C>
               Signature                                     Title                               Date
               ---------                                     -----                               ----


         /s/ George C. McNamee                                                              June 2, 2002
-----------------------------------------                                              -----------------------
           George C. McNamee                  Director, Chairman of the Board and
                                             Co-Chief Executive Officer (Principal
                                                      Executive Officer)

          /s/ Alan P. Goldberg                                                              June 2, 2002
-----------------------------------------                                              -----------------------
            Alan P. Goldberg              Director, President and Co-Chief Executive
                                                            Officer


         /s/ Steven R. Jenkins                                                              June 2, 2002
-----------------------------------------                                              ------------------------
           Steven R. Jenkins                  Chief Financial Officer (Principal
                                          Financial Officer and Principal Accounting
                                                           Officer)

      /s/ Walter W. Fiederowicz                                                             June 2, 2002
-----------------------------------------                                              -----------------------
         Walter W. Fiederowicz                             Director


    /s/  Nicholas A. Gravante, Jr.                                                          June 2, 2002
-----------------------------------------                                              -----------------------
       Nicholas A. Gravante, Jr.                           Director


       /s/ Hugh A. Johnson, Jr.                                                             June 2, 2002
-----------------------------------------                                              -----------------------
          Hugh A. Johnson, Jr.                             Director


           /s/ Dale Kutnick                                                                 June 2, 2002
-----------------------------------------                                              -----------------------
              Dale Kutnick                                 Director


         /s/ Shannon P. O'Brien                                                             June 2, 2002
-----------------------------------------                                              -----------------------
           Shannon P. O'Brien                              Director
</TABLE>

<PAGE>

                                  EXHIBIT INDEX
<TABLE>

  Exhibit No.                         Description                                       Method of Filing
  -----------                         -----------                                       ----------------

<S>              <C>                                                     <C>
5                Opinion of Cleary, Gottlieb, Steen & Hamilton as to     Filed herewith
                 the legality of the securities being registered

10               First Albany Companies Inc. 1999 Long-Term Incentive    Incorporated by reference to Exhibit 99(a) to
                 Plan                                                    the Registration Statement on Form S-8, filed
                                                                         with the Commission on July 31, 2002

23.1             Consent of Cleary, Gottlieb, Steen & Hamilton           Contained in the opinion filed as Exhibit 5

23.2             Consent of PricewaterhouseCoopers LLP                   Filed herewith

24               Power of Attorney                                       Included on the signature page

</TABLE>
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{"company-data": {"conformed-name": "FIRST ALBANY COMPANIES INC", "cik": "0000782842", "assigned-sic": "6211", "irs-number": "222655804", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-105771", "film-number": "03728121"}, "business-address": {"street1": "30 S PEARL ST", "city": "ALBANY", "state": "NY", "zip": "12207", "phone": "5184478673"}, "mail-address": {"street1": "30 S. PEARL STREET", "city": "ALBANY", "state": "NY", "zip": "12207"}}
As filed with the Securities and Exchange Commission on June 2, 2003
                                                        Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                           FIRST ALBANY COMPANIES INC.
             (Exact Name of Registrant as Specified in Its Charter)

           New York                                    22-2655804
(State or Other Jurisdiction of                     (I.R.S. Employer
Incorporation or Organization)                   Identification Number)

                               30 S. Pearl Street
                           Albany, New York 12207-1599
                                 (518) 447-8500
              (Address of Registrant's Principal Executive Offices)

                           FIRST ALBANY COMPANIES INC.
                          1999 LONG-TERM INCENTIVE PLAN

                            (Full Title of the Plans)

                              Stephen P. Wink, Esq.
                          Secretary and General Counsel
                           First Albany Companies Inc.
                               30 S. Pearl Street
                           Albany, New York 12207-1599
                                 (518) 447-8500

           (Name, Address, and Telephone Number of Agent for Service)

                           Copy of communications to:

                              Arthur H. Kohn, Esq.
                       Cleary, Gottlieb, Steen & Hamilton
                                One Liberty Plaza
                            New York, New York 10006
                                 (212) 225-2000

                         CALCULATION OF REGISTRATION FEE

========================================================================================================
                                                 Proposed maximum  Proposed maximum
    Title of securities          Amount to be     offering price       aggregate         Amount of
      to be registered           registered (1)     per share (2)    offering price   registration fee
--------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value         800,000           $9.625          $7,700,000          $622.93
--------------------------------------------------------------------------------------------------------
(1)  This Registration Statement covers 800,000 shares of Common Stock issuable
      upon exercise of options or covered under other awards granted pursuant to
      the First Albany Companies Inc. 1999 Long-Term Incentive Plan plus any
      additional shares of Common Stock which will become issuable under such
      plan by reason of any stock dividend, stock split, recapitalization or
      other similar transaction. This Registration Statement also covers the
      rights (the "Rights") attached to each share of Common Stock pursuant to
      the Rights Agreement dated March 30, 1998. Until the occurrence of certain
      specified events, the Rights are not exercisable, are evidenced by the
      certificates representing the shares and may be transferred only together
      with the shares.

(2)   Estimated solely for the purpose of determining the amount of the
      registration fee in accordance with Rule 457(h) under the Securities Act
      and based upon the average of the high ($9.77) and low ($9.48) prices of
      the Common Stock as reported on the NASDAQ National Exchange on May 23,
      2003
Explanatory Note

         On March 10, 2003, the Board of Directors of First Albany Companies
Inc. (the "Company") adopted an amendment to the Company's 1999 Long-Term
Incentive Plan (the "Plan") to increase the maximum number of shares of the
Company's Common Stock that may be issued pursuant to options or other awards
granted under the Company's Plan by 800,000 to a total of 2,400,000 shares. The
Company's shareholders approved the amendment to the Plan at the Company's
Annual Meeting of Shareholders held April 29, 2003.

         The additional shares to be registered by this Registration Statement
are of the same class as those securities covered by the Company's previously
filed Registration Statements on Form S-8 filed on May 20, 1999 (Registration
No. 333-78879) and July 31, 2002 (Registration No. 333-97465) with respect to
the Plan (together, the "Prior Registration Statements"). This Registration
Statement on Form S-8 has been prepared and filed pursuant to and in accordance
with the requirements of General Instruction E to Form S-8 for the purpose of
effecting the registration under the Securities Act of 1933 of an additional
800,000 shares of Common Stock issuable pursuant to options or other awards to
be granted under the Plan, as so amended and restated. Pursuant to General
Instruction E to Form S-8, the contents of the Prior Registration Statements,
made in connection with the Plan, including the periodic reports that the
Company filed after the Prior Registration Statements to maintain current
information about the Company, are incorporated herein by reference.

                                     Part II

Item 8.  Exhibits.

         In addition to the exhibits filed or incorporated by reference into the
Prior Registration Statements, the following documents are filed as exhibits to
this Registration Statement.

  Exhibit No.                         Description                                        Method of Filing
  -----------                         -----------                                        ----------------
5                Opinion of Cleary, Gottlieb, Steen & Hamilton as to     Filed herewith
                 the legality of the securities being registered

10               First Albany Companies Inc. 1999 Long-Term Incentive    Incorporated by reference to Exhibit 99(a) to
                 Plan                                                    the Registration Statement on Form S-8, filed
                                                                         with the Commission on July 31, 2002

23.1             Consent of Cleary, Gottlieb, Steen & Hamilton           Contained in the opinion filed as Exhibit 5

23.2             Consent of PricewaterhouseCoopers LLP                   Filed herewith

24               Power of Attorney                                       Included on the signature page
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned , thereunto duly
authorized, in the City of Albany and the State of New York on the 2nd day of
June, 2003.

                           FIRST ALBANY COMPANIES INC.
                              By
                                 /s/ Alan P. Goldberg
                                ------------------------------------------------
                                Name: Alan P. Goldberg
                                Title: President and Co-Chief Executive Officer
POWER OF ATTORNEY

         Know all men by these presents, that each officer or director of First
Albany Companies Inc. whose signature appears below constitutes and appoints
George C. McNamee and Alan P. Goldberg, and each of them acting singly, as his
or her true and lawful attorney-in-fact and agent, with full and several power
of substitution, to sign for him and in his name, place and stead in any and all
capacities indicated below, the Registration Statement on Form S-8 field
herewith and any and all pre-effective and post-effective amendments and
supplements to the said Registration Statement, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary fully to all intents and purposes as he or she might or
could do in person hereby ratifying and confirming all that said
attorney-in-fact and agent, or his or her substitute, may lawfully do or cause
to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by each of the following persons in the
capacities and on the dates indicated.
Signature                                     Title                               Date
               ---------                                     -----                               ----

         /s/ George C. McNamee                                                              June 2, 2002
-----------------------------------------                                              -----------------------
           George C. McNamee                  Director, Chairman of the Board and
                                             Co-Chief Executive Officer (Principal
                                                      Executive Officer)

          /s/ Alan P. Goldberg                                                              June 2, 2002
-----------------------------------------                                              -----------------------
            Alan P. Goldberg              Director, President and Co-Chief Executive
                                                            Officer

         /s/ Steven R. Jenkins                                                              June 2, 2002
-----------------------------------------                                              ------------------------
           Steven R. Jenkins                  Chief Financial Officer (Principal
                                          Financial Officer and Principal Accounting
                                                           Officer)

      /s/ Walter W. Fiederowicz                                                             June 2, 2002
-----------------------------------------                                              -----------------------
         Walter W. Fiederowicz                             Director

    /s/  Nicholas A. Gravante, Jr.                                                          June 2, 2002
-----------------------------------------                                              -----------------------
       Nicholas A. Gravante, Jr.                           Director

       /s/ Hugh A. Johnson, Jr.                                                             June 2, 2002
-----------------------------------------                                              -----------------------
          Hugh A. Johnson, Jr.                             Director

           /s/ Dale Kutnick                                                                 June 2, 2002
-----------------------------------------                                              -----------------------
              Dale Kutnick                                 Director

         /s/ Shannon P. O'Brien                                                             June 2, 2002
-----------------------------------------                                              -----------------------
           Shannon P. O'Brien                              Director
EXHIBIT INDEX

  Exhibit No.                         Description                                       Method of Filing
  -----------                         -----------                                       ----------------
5                Opinion of Cleary, Gottlieb, Steen & Hamilton as to     Filed herewith
                 the legality of the securities being registered

10               First Albany Companies Inc. 1999 Long-Term Incentive    Incorporated by reference to Exhibit 99(a) to
                 Plan                                                    the Registration Statement on Form S-8, filed
                                                                         with the Commission on July 31, 2002

23.1             Consent of Cleary, Gottlieb, Steen & Hamilton           Contained in the opinion filed as Exhibit 5

23.2             Consent of PricewaterhouseCoopers LLP                   Filed herewith

24               Power of Attorney                                       Included on the signature page