<PAGE>
<PAGE>
           As filed with the Securities and Exchange Commission 
                        on April 25, 1997.
                                   Registration No. 33-_____
_________________________________________________________________
               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
          _____________________________________________
                            FORM S-8
                  REGISTRATION STATEMENT UNDER
                    THE SECURITIES ACT OF 1933
          _____________________________________________

                      PROGRESSIVE BANK, INC.
---------------------------------------------------------------
    (Exact name of Registrant as Specified in Its Charter)

          New York                             14-1682661
---------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer
incorporation or organization)             Identification No.)

                    1301 Route 52, P.O. Box 7000
                   Fishkill, New York 12524-7000
                        (914) 897-7400
-----------------------------------------------------------------
              (Address of Principal Executive Offices)

                      Progressive Bank, Inc.
                      1997 Stock Option Plan
-----------------------------------------------------------------
                    (Full Title of the Plan)

                     J. Mark Poerio, Esquire
                     Joel E. Rappoport, Esquire
                Housley Kantarian & Bronstein, P.C.
                  1220 19th Street N.W., Suite 700
                     Washington, D.C.  20036
-----------------------------------------------------------------
               (Name and Address of Agent For Service)

                        (202) 822-9611
----------------------------------------------------------------
  (Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
                    CALCULATION OF REGISTRATION FEE
===================================================================================
<S>                   <C>           <C>               <C>                 <C>
Title of each                       Proposed Maximum   Proposed Maximum    Amount of
class of Securities  Amount to be   Offering Price    Aggregate Offering Registration
to be registered      registered      Per Share              Price            Fee
------------------------------------------------------------------------------------
Common Stock,
$1.00 par value      375,000 (1)      $    (2)          $8,886,125 (2)     $2,409.19
=====================================================================================
<FN>
(1) Maximum number of shares issuable under Progressive Bank, Inc. 1997
    Employee Stock Option Plan, as such amounts may be increased in accordance
    with said plan in the event of a merger, consolidation, recapitalization or
    similar event involving the Registrant.
(2) Under Rule 457(h) the registration fee may be calculated, inter alia, based
    upon the price at which the options may be exercised.  375,000 shares are
    being registered hereby, of which 40,250 are under option at a weighted
    average exercise price of $23.25 per share ($935,812.50 in the aggregate).
    The remainder of such shares, which are not presently subject to option
    (334,750 shares), are being registered based upon the last sale price of the
    common stock of the Registrant as reported on the National Association of
    Securities Dealers Automated Quotation, National Market System ("NMS") on
    April 24, 1997 of $23.75 per share ($7,950,312.50 in the aggregate).
    Therefore, the total amount of the offering being registered herein is
    $8,886,125.
</FN>
/TABLE
<PAGE>
<PAGE>
                         PART I

          INFORMATION REQUIRED IN THE SECTION
                    10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION*
------

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
------   INFORMATION*

     *Documents containing the information required by Part I of
this Registration Statement will be sent or given to participants
in the Progressive Bank, Inc. 1997 Employee Stock Option Plan
(the "Plan") in accordance with Rule 428(b)(1).  In accordance
with Note to Part I of Form S-8, such documents are not filed
with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses
or prospectus supplements.

                         PART II 

     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
------
     Progressive Bank, Inc. (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934
(the "1934 Act") and, accordingly, files periodic reports and
other information with the Commission.  Reports, proxy statements
and other information concerning the Company filed with the
Commission may be inspected and copies may be obtained (at
prescribed rates) at the Commission's Public Reference Section,
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549.  The
Commission also maintains a Web site that contains reports, proxy
and information statements and other information regarding
registrants that file electronically with the Commission,
including the Company.  The address for the Commission's Web site
is "http://www.sec.gov".

     The following documents are incorporated by reference in
this Registration Statement: 

     (a)    The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 as filed with the Commission
on March 20, 1997 (Commission File No. 0-15025).

     (b)    The description of the Company's securities as
contained in the Company's Registration Statement on Form 8-A as
declared effective by the Commission on October 17, 1986.

     ALL DOCUMENTS FILED BY THE COMPANY PURSUANT TO SECTIONS
13(A), 13(C), 14, AND 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 AFTER THE DATE HEREOF AND PRIOR TO THE TERMINATION OF THE
OFFERING OF THE SHARES OF COMMON STOCK, PAR VALUE $1.00 PER SHARE
("COMMON STOCK") SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE
IN THIS REGISTRATION STATEMENT, AND TO BE A PART HEREOF FROM THE
DATE OF FILING OF SUCH DOCUMENTS.

ITEM 4.  DESCRIPTION OF SECURITIES
------
     Not applicable, as the Common Stock is registered under
Section 12 of the Securities Exchange Act of 1934.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
------
     Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
------  
     Section 5(b) of the Company's Certificate of Incorporation
provides that the directors of the Company  are not liable to the
corporation or its shareholders for any breach of fiduciary duty
as a director unless the actions or omissions were in bad faith
or involved intentional misconduct or a knowing violation of law
or unless the director personally gained in fact a financial
profit or other advantage to which he or she was not legally
entitled or that the director's acts violated New York Business
Corporation Law Section 719.<PAGE>
<PAGE>
     Pursuant to Section 11 of Article III of the By-laws of the
Company, directors, officers and employees of the Company are
indemnified by the Company against certain liabilities, which may
include liabilities under the 1933 Act.  The registrant has
entered into agreements with each member of its Board of
Directors providing for indemnification to each director to the
fullest extent permitted by law.  Sections 721 through 726 of the
New York Business Corporation Law set forth circumstances under
which directors and officers may be indemnified against liability
incurred in their capacity as such.  Section 721 provides in
effect that no director or officer can be indemnified 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 action and 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 legally entitled.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
------
     Not Applicable.

ITEM 8.  EXHIBITS
------
     For a list of all exhibits filed or included as part of
this Registration Statement, see "Index to Exhibits" at the end
of this Registration Statement.

ITEM 9. UNDERTAKINGS
------
     1.   The undersigned registrant hereby undertakes:

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

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

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

               (iii)  To include any material information with
respect to the plan of distribution not previously disclosed in
the  registration statement or any material change to such
information in the registration statement;
          
provided, however, that paragraphs (a)(i) and (a)(ii) do not
apply if the registration statement is on Form S-3, Form S-8, and
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed 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.

          (b)  That, for the purpose of determining any liability
under the Securities Act of 1934, to treat each post-effective
amendment as a new registration statement relating to the
securities offered, and the offering of the securities at that
time to be the initial bona fide offering.

          (c)  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.
<PAGE>
<PAGE>
          (d)  If the registrant is a foreign private issuer, to
file a post-effective amendment to the registration statement to
include any financial statements required by Rule 3-19 of
Regulation S-X at the start of any delayed offering or throughout
a continuous offering.

     2.   The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or 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.

     3.   The undersigned registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements
of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each person
to whom the prospectus is sent or given, the latest quarterly
report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.

     4.   Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
<PAGE>
<PAGE>
                      SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
as amended, 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 Fishkill, State of New York, on
April 24, 1997.
                      PROGRESSIVE BANK, INC.

                      By: /s/Peter Van Kleeck
                          ------------------------
                          Peter Van Kleeck
                          President and Chief Executive Officer
                          (Duly Authorized Representative)

                    POWER OF ATTORNEY
     We, the undersigned Directors of Progressive Bank, Inc.,
hereby severally constitute and appoint Peter Van Kleeck, with
full power of substitution, our true and lawful attorney and
agent, to do any and all things in our names in the capacities
indicated below which said Peter Van Kleeck may deem necessary or
advisable to enable Progressive Bank, Inc. to comply with the
Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission, in
connection with the registration of Progressive Bank, Inc. common
stock, including specifically, but not limited to, power and
authority to sign for us in our names in the capacities indicated
below, the registration statement and any and all amendments
(including post-effective amendments) thereto; and we hereby
ratify and confirm all that said Peter Van Kleeck shall do or
cause to be done by virtue thereof.

     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 the dates indicated.
<TABLE>
<CAPTION>
Signatures                       Title                        Date
-----------                      -----                        -----
<S>                           <C>                            <C>
/s/Peter Van Kleeck         President & Chief Executive       April 24, 1997 
-------------------------   Officer
Peter Van Kleeck
/s/Robert A.  Gabrielsen    Treasurer (Principal Financial   April 24, 1997
-------------------------   and Accounting Officer)        
Robert A. Gabrielsen
/s/Thomas C. Aposporos      Director and Chairman of the     April 24, 1997
-------------------------   Board
Thomas C. Aposporos
/s/Elizabeth P. Alleny      Director                         April 24, 1997
-------------------------
Elizabeth P. Allen
/s/George M. Coulter        Director                         April 24, 1997
-------------------------
George M. Coulter
/s/Richard T. Hazzard       Director                         April 24, 1997
-------------------------
Richard T. Hazzard
/s/Richard Novik            Director                         April 24, 1997
-------------------------
Richard Novik
/s/John J. Page             Director                         April 24, 1997
-------------------------
John J. Page
/s/Archibald A. Smith        Director                        April 24, 1997
------------------------
Archibald A. Smith
/s/Roger W. Smith            Director                        April 24, 1997
------------------------
Roger W. Smith
/s/David A. Swinden          Director                        April 24, 1997
------------------------
David A. Swinden
/TABLE
<PAGE>
<PAGE>
                  INDEX TO EXHIBITS



Exhibit     Description
-------     -----------

 5          Opinion of Housley Kantarian & Bronstein, P.C. 
            as to the validity of the Common Stock being
            registered 

23.1        Consent of Housley Kantarian & Bronstein, P.C.
            (appears in their opinion filed as Exhibit 5)

23.2        Consent of Independent Certified Public Accountants

24          Power of Attorney (contained in the signature page
            to this registration statement)

99.1        Progressive Bank, Inc. 1997 Employee Stock Option
            Plan

99.2        Form of Stock Option Agreement to be entered  into
            with Optionees with respect to Incentive Stock
            Options granted under the Progressive Bank, Inc. 1997
            Employee Stock Option Plan

99.3        Form of Stock Option Agreement to be entered into
            with Optionees with respect to Non-Incentive Stock
            Options granted under the Progressive Bank, Inc. 1997
            Employee Stock Option Plan

99.4        Form of Agreement to be entered into with Optionees
            with respect to Stock Appreciation Rights granted
            under the Progressive Bank, Inc. 1997 Employee Stock
            Option Plan
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18498}]
{"company-data": {"conformed-name": "PROGRESSIVE BANK INC", "cik": "0000797507", "assigned-sic": "6022", "irs-number": "141682661", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-25931", "film-number": "97587960"}, "business-address": {"street1": "1301 ROUTE 52", "street2": "PO BOX 7000", "city": "FISHKILL", "state": "NY", "zip": "12524-7000", "phone": "9148977400"}, "mail-address": {"street1": "P O BOX BB", "city": "PAWLING", "state": "NY", "zip": "12564"}}
As filed with the Securities and Exchange Commission 
                        on April 25, 1997.
                                   Registration No. 33-_____
_________________________________________________________________
               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
          _____________________________________________
                            FORM S-8
                  REGISTRATION STATEMENT UNDER
                    THE SECURITIES ACT OF 1933
          _____________________________________________

                      PROGRESSIVE BANK, INC.
---------------------------------------------------------------
    (Exact name of Registrant as Specified in Its Charter)

          New York                             14-1682661
---------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer
incorporation or organization)             Identification No.)

                    1301 Route 52, P.O. Box 7000
                   Fishkill, New York 12524-7000
                        (914) 897-7400
-----------------------------------------------------------------
              (Address of Principal Executive Offices)

                      Progressive Bank, Inc.
                      1997 Stock Option Plan
-----------------------------------------------------------------
                    (Full Title of the Plan)

                     J. Mark Poerio, Esquire
                     Joel E. Rappoport, Esquire
                Housley Kantarian & Bronstein, P.C.
                  1220 19th Street N.W., Suite 700
                     Washington, D.C.  20036
-----------------------------------------------------------------
               (Name and Address of Agent For Service)

                        (202) 822-9611
----------------------------------------------------------------
  (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
===================================================================================
Title of each                       Proposed Maximum   Proposed Maximum    Amount of
class of Securities  Amount to be   Offering Price    Aggregate Offering Registration
to be registered      registered      Per Share              Price            Fee
------------------------------------------------------------------------------------
Common Stock,
$1.00 par value      375,000 (1)      $    (2)          $8,886,125 (2)     $2,409.19
=====================================================================================
(1) Maximum number of shares issuable under Progressive Bank, Inc. 1997
    Employee Stock Option Plan, as such amounts may be increased in accordance
    with said plan in the event of a merger, consolidation, recapitalization or
    similar event involving the Registrant.
(2) Under Rule 457(h) the registration fee may be calculated, inter alia, based
    upon the price at which the options may be exercised.  375,000 shares are
    being registered hereby, of which 40,250 are under option at a weighted
    average exercise price of $23.25 per share ($935,812.50 in the aggregate).
    The remainder of such shares, which are not presently subject to option
    (334,750 shares), are being registered based upon the last sale price of the
    common stock of the Registrant as reported on the National Association of
    Securities Dealers Automated Quotation, National Market System ("NMS") on
    April 24, 1997 of $23.75 per share ($7,950,312.50 in the aggregate).
    Therefore, the total amount of the offering being registered herein is
    $8,886,125.
/TABLE
PART I

          INFORMATION REQUIRED IN THE SECTION
                    10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION*
------

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
------   INFORMATION*

     *Documents containing the information required by Part I of
this Registration Statement will be sent or given to participants
in the Progressive Bank, Inc. 1997 Employee Stock Option Plan
(the "Plan") in accordance with Rule 428(b)(1).  In accordance
with Note to Part I of Form S-8, such documents are not filed
with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses
or prospectus supplements.

                         PART II 

     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
------
     Progressive Bank, Inc. (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934
(the "1934 Act") and, accordingly, files periodic reports and
other information with the Commission.  Reports, proxy statements
and other information concerning the Company filed with the
Commission may be inspected and copies may be obtained (at
prescribed rates) at the Commission's Public Reference Section,
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549.  The
Commission also maintains a Web site that contains reports, proxy
and information statements and other information regarding
registrants that file electronically with the Commission,
including the Company.  The address for the Commission's Web site
is "http://www.sec.gov".

     The following documents are incorporated by reference in
this Registration Statement: 

     (a)    The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 as filed with the Commission
on March 20, 1997 (Commission File No. 0-15025).

     (b)    The description of the Company's securities as
contained in the Company's Registration Statement on Form 8-A as
declared effective by the Commission on October 17, 1986.

     ALL DOCUMENTS FILED BY THE COMPANY PURSUANT TO SECTIONS
13(A), 13(C), 14, AND 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 AFTER THE DATE HEREOF AND PRIOR TO THE TERMINATION OF THE
OFFERING OF THE SHARES OF COMMON STOCK, PAR VALUE $1.00 PER SHARE
("COMMON STOCK") SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE
IN THIS REGISTRATION STATEMENT, AND TO BE A PART HEREOF FROM THE
DATE OF FILING OF SUCH DOCUMENTS.

ITEM 4.  DESCRIPTION OF SECURITIES
------
     Not applicable, as the Common Stock is registered under
Section 12 of the Securities Exchange Act of 1934.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
------
     Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
------  
     Section 5(b) of the Company's Certificate of Incorporation
provides that the directors of the Company  are not liable to the
corporation or its shareholders for any breach of fiduciary duty
as a director unless the actions or omissions were in bad faith
or involved intentional misconduct or a knowing violation of law
or unless the director personally gained in fact a financial
profit or other advantage to which he or she was not legally
entitled or that the director's acts violated New York Business
Corporation Law Section 719.
Pursuant to Section 11 of Article III of the By-laws of the
Company, directors, officers and employees of the Company are
indemnified by the Company against certain liabilities, which may
include liabilities under the 1933 Act.  The registrant has
entered into agreements with each member of its Board of
Directors providing for indemnification to each director to the
fullest extent permitted by law.  Sections 721 through 726 of the
New York Business Corporation Law set forth circumstances under
which directors and officers may be indemnified against liability
incurred in their capacity as such.  Section 721 provides in
effect that no director or officer can be indemnified 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 action and 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 legally entitled.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
------
     Not Applicable.

ITEM 8.  EXHIBITS
------
     For a list of all exhibits filed or included as part of
this Registration Statement, see "Index to Exhibits" at the end
of this Registration Statement.

ITEM 9. UNDERTAKINGS
------
     1.   The undersigned registrant hereby undertakes:

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

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

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

               (iii)  To include any material information with
respect to the plan of distribution not previously disclosed in
the  registration statement or any material change to such
information in the registration statement;
          
provided, however, that paragraphs (a)(i) and (a)(ii) do not
apply if the registration statement is on Form S-3, Form S-8, and
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed 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.

          (b)  That, for the purpose of determining any liability
under the Securities Act of 1934, to treat each post-effective
amendment as a new registration statement relating to the
securities offered, and the offering of the securities at that
time to be the initial bona fide offering.

          (c)  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.
(d)  If the registrant is a foreign private issuer, to
file a post-effective amendment to the registration statement to
include any financial statements required by Rule 3-19 of
Regulation S-X at the start of any delayed offering or throughout
a continuous offering.

     2.   The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or 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.

     3.   The undersigned registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements
of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each person
to whom the prospectus is sent or given, the latest quarterly
report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.

     4.   Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
as amended, 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 Fishkill, State of New York, on
April 24, 1997.
                      PROGRESSIVE BANK, INC.

                      By: /s/Peter Van Kleeck
                          ------------------------
                          Peter Van Kleeck
                          President and Chief Executive Officer
                          (Duly Authorized Representative)

                    POWER OF ATTORNEY
     We, the undersigned Directors of Progressive Bank, Inc.,
hereby severally constitute and appoint Peter Van Kleeck, with
full power of substitution, our true and lawful attorney and
agent, to do any and all things in our names in the capacities
indicated below which said Peter Van Kleeck may deem necessary or
advisable to enable Progressive Bank, Inc. to comply with the
Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission, in
connection with the registration of Progressive Bank, Inc. common
stock, including specifically, but not limited to, power and
authority to sign for us in our names in the capacities indicated
below, the registration statement and any and all amendments
(including post-effective amendments) thereto; and we hereby
ratify and confirm all that said Peter Van Kleeck shall do or
cause to be done by virtue thereof.

     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 the dates indicated.
Signatures                       Title                        Date
-----------                      -----                        -----
/s/Peter Van Kleeck         President & Chief Executive       April 24, 1997 
-------------------------   Officer
Peter Van Kleeck
/s/Robert A.  Gabrielsen    Treasurer (Principal Financial   April 24, 1997
-------------------------   and Accounting Officer)        
Robert A. Gabrielsen
/s/Thomas C. Aposporos      Director and Chairman of the     April 24, 1997
-------------------------   Board
Thomas C. Aposporos
/s/Elizabeth P. Alleny      Director                         April 24, 1997
-------------------------
Elizabeth P. Allen
/s/George M. Coulter        Director                         April 24, 1997
-------------------------
George M. Coulter
/s/Richard T. Hazzard       Director                         April 24, 1997
-------------------------
Richard T. Hazzard
/s/Richard Novik            Director                         April 24, 1997
-------------------------
Richard Novik
/s/John J. Page             Director                         April 24, 1997
-------------------------
John J. Page
/s/Archibald A. Smith        Director                        April 24, 1997
------------------------
Archibald A. Smith
/s/Roger W. Smith            Director                        April 24, 1997
------------------------
Roger W. Smith
/s/David A. Swinden          Director                        April 24, 1997
------------------------
David A. Swinden
/TABLE
INDEX TO EXHIBITS

Exhibit     Description
-------     -----------

 5          Opinion of Housley Kantarian & Bronstein, P.C. 
            as to the validity of the Common Stock being
            registered 

23.1        Consent of Housley Kantarian & Bronstein, P.C.
            (appears in their opinion filed as Exhibit 5)

23.2        Consent of Independent Certified Public Accountants

24          Power of Attorney (contained in the signature page
            to this registration statement)

99.1        Progressive Bank, Inc. 1997 Employee Stock Option
            Plan

99.2        Form of Stock Option Agreement to be entered  into
            with Optionees with respect to Incentive Stock
            Options granted under the Progressive Bank, Inc. 1997
            Employee Stock Option Plan

99.3        Form of Stock Option Agreement to be entered into
            with Optionees with respect to Non-Incentive Stock
            Options granted under the Progressive Bank, Inc. 1997
            Employee Stock Option Plan

99.4        Form of Agreement to be entered into with Optionees
            with respect to Stock Appreciation Rights granted
            under the Progressive Bank, Inc. 1997 Employee Stock
            Option Plan