UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 10-Q

(Mark One)

[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934

For the quarterly period ended March 31, 1999

                                      or

[    ] Transition Report Pursuant to Section 13 or 15(d)of the Securities
       Exchange Act of 1934

For the transition period from   ___________   to  _____________

Commission File Number:   00025027

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

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

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

                                (518)233-6500
             (Registrant's telephone number, including area code)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

               [ X ]  Yes                        [   ]  No

     As of May 3,1999, there were 9,535,225 shares of the registrant's common
stock outstanding.

                                      1
<PAGE>

                                  FORM 10-Q
                             Cohoes Bancorp, Inc.

                                    INDEX

                                                                      Page
PART 1 - FINANCIAL INFORMATION                                        Number

Item 1. Financial Statements

        Consolidated Statements of Financial Condition at
        March 31, 1999 and June 30, 1998                              3

        Consolidated Statements of Income for the three and
        nine months ended March 31, 1999 and 1998                     4-5

        Consolidated Statements of Changes in Stockholders' Equity
        for the nine months ended March 31, 1999 and 1998             6

        Consolidated Statements of Cash Flows for the nine
        months ended March 31, 1999 and 1998                          7

        Notes to Consolidated Interim Financial Statements            8-11

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations                           12-21

Item 3. Quantitative and Qualitative Disclosures about Market Risk    22

PART II - OTHER INFORMATION

Item 1. Legal Proceedings                                             22

Item 2. Changes in Securities and Use of Proceeds                     22

Item 3. Defaults Upon Senior Securities                               22

Item 4. Submission of Matters to a Vote of Security Holders           22

Item 5. Other Information                                             22

Item 6. Exhibits and Reports on Form 8-K                              22

Signature Page                                                        23

                                      2
<PAGE>

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

                     COHOES BANCORP, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                 (Unaudited)

                                                   March         June
                                                   1999          1998

ASSETS:                                                  (In thousands)
CASH AND CASH EQUIVALENTS:
  Cash and due from banks                                        $   8,653
                                                   $   6,891
  Federal funds sold                                  15,510         5,000
  Interest-bearing deposits with banks                   330           576

      Total cash and cash equivalents                 22,731        14,229

MORTGAGE LOANS HELD FOR SALE                               -            38

SECURITIES AVAILABLE FOR SALE, amortized cost of      43,147        48,720
$43,084 and $48,701 at March 31, 1999 and June
30, 1998, respectively

INVESTMENT SECURITIES, Approximate fair value of      54,921        45,424
$55,027 and $45,547 at March 31, 1999 and June
30, 1998, respectively

NET LOANS RECEIVABLE                                 489,527       412,759

ACCRUED INTEREST RECEIVABLE                            3,687         3,482

BANK PREMISES AND EQUIPMENT                            7,639         7,303

OTHER REAL ESTATE OWNED                                  507           509

MORTGAGE SERVICING RIGHTS                                892         1,042

OTHER ASSETS                                           5,168         2,210

      Total assets                                 $ 628,219     $ 535,716

LIABILITIES AND STOCKHOLDERS' EQUITY:
LIABILITIES:
  Due to depositors                                $ 429,004     $ 449,541
  Mortgagors' escrow deposits                          6,146         8,994
  Borrowings                                          49,263        19,897
  Other liabilities                                    5,376         4,002

      Total liabilities                              489,789       482,434
Commitments and contingent  liabilities

STOCKHOLDERS' EQUITY:
  Common stock                                            95             -
  Additional paid in capital                          93,018             -
  Retained earnings                                   54,035        53,270
  Unallocated common stock held by ESOP               (8,757)            -
  Accumulated other comprehensive
    income, net                                           39            12

      Total stockholders' equity                     138,430        53,282

      Total liabilities and stockholders'          $ 628,219     $ 535,716
        equity

     See accompanying notes to consolidated interim financial statements.

                                      3

<PAGE>

                     COHOES BANCORP, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF INCOME
                                 (Unaudited)

                                        For the three months ended March 31,
                                             1999                1998
                                      (In thousands, except per share amounts)

INTEREST INCOME:
Loan receivable                              $ 9,278             $8,269
Securities available for sale                    501                372
Investment securities                            785                443
FHLB stock                                        59                 64
Federal funds sold                               530                267
Bank deposits                                      4                  -

    Total interest income                     11,157              9,415

INTEREST EXPENSE:
Deposits                                       4,066              4,594
Mortgagors' escrow deposits                       22                 21
Borrowings                                       698                 40

    Total interest expense                     4,786              4,655

Net interest income                            6,371              4,760
Provision for loan losses                        425                180

Net interest income after
  Provision for loan losses                    5,946              4,580

NONINTEREST INCOME:
Service charges on deposits                      187                175
Loan servicing revenue                            88                124
Net gain on sale of mortgage loans                 2                 31
Other                                            424                376

    Total noninterest income                     701                706

NONINTEREST EXPENSE:
Compensation and benefits                      2,176              1,905
Occupancy                                        736                661
FDIC deposit insurance premium                    17                 16
Advertising                                       96                150
Other                                            959                688

    Total noninterest expense                  3,984              3,420

Income before income tax expense               2,663              1,866
Income tax expense                             1,043                731

NET INCOME                                   $ 1,620             $1,135

Net income per share since conversion
  Basic                                      $   .18             $  N/A
  Diluted                                    $   .18             $  N/A

     See accompanying notes to consolidated interim financial statements.

                                      4
<PAGE>

                     COHOES BANCORP, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF INCOME
                                 (Unaudited)

                                       For the nine months ended March 31,
                                             1999            1998
                                    (In thousands, except per share amounts)

INTEREST INCOME:
Loan receivable                              $26,668         $25,129
Securities available for sale                  1,750           1,262
Investment securities                          2,223           1,276
FHLB stock                                       186             183
Federal funds sold                               980             605
Bank deposits                                     22               3

    Total interest income                     31,829          28,458

INTEREST EXPENSE:
Deposits                                      13,451          14,083
Mortgagors' escrow deposits                      299              83
Borrowings                                     1,781              40

    Total interest expense                    15,531          14,206

Net interest income                           16,298          14,252
  Provision for loan losses                      785             580

Net interest income after
  provision for loan losses                   15,513          13,672

NONINTEREST INCOME:
Service charges on deposits                      590             555
Loan servicing revenue                           296             380
Net gain on sale of mortgage loans                 8              77
Other                                          1,282           1,099

    Total noninterest income                   2,176           2,111

NONINTEREST EXPENSE:

Compensation and benefits                      6,290           5,470
Occupancy                                      2,220           2,004
FDIC deposit insurance premium                    44              49
Advertising                                      289             313
Contribution to Cohoes Savings Foundation      2,777               -
Merger termination fee                         2,000               -
Other                                          2,785           2,196

    Total noninterest expense                 16,405          10,032

Income before income tax expense               1,284           5,751
Income tax expense                               519           2,279

NET INCOME                                   $   765         $ 3,472

Net income per share since conversion
  Basic                                      $   .18         $   N/A
  Diluted                                    $   .18         $   N/A

     See accompanying notes to consolidated interim financial statements.

                                      5
<PAGE>

                     COHOES BANCORP, INC. AND SUBSIDIARY
          CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                 (Unaudited)
                                (In thousands)
<TABLE>
<CAPTION>

                                                                         Accumulated    Unallocated
                                                Additional               other Com-     ESOP                      Com-
                                       Common   Paid In      Retained    prehensive     Common                    prehensive
                                       Stock    Capital      Earnings    Income, net    Stock         Total       Income
Nine Months Ended
March 31, 1999
<S>                                    <C>      <C>          <C>         <C>            <C>           <C>         <C>

Balance at June 30, 1998               $ -      $     -      $53,270     $ 12           $     -       $ 53,282

Net Income, July 1, 1998 -
  March 31, 1999                         -            -          765        -                 -            765    $  765

Issuance of 9,257,500 shares
  of $.01 par value common
  stock in initial public
  offering, net of conversion
  related expense                       92       90,258            -        -                 -         90,350

Issuance of 277,725 shares
  of $.01 par value common
  stock to the Cohoes Savings
  Foundation                             3        2,774            -        -                 -          2,777

Open market purchases of Cohoes
  Bancorp, Inc. common stock
  by ESOP trustee                        -            -            -        -            (9,137)        (9,137)

Allocation of  ESOP shares               -          (14)           -        -               380            366

Change in unrealized gain or loss
  on securities available for sale,
  net                                    -            -            -       27                 -             27        27

Balance, March 31, 1999                $95      $93,018      $54,035     $ 39           $(8,757)      $138,430    $  792


Nine Months Ended
March 31, 1998

Balance, June 30, 1997                 $ -      $     -      $49,183     $(91)          $     -       $ 49,092

Net Income, July 1, 1997
  March 31, 1998                         -            -        3,472        -                 -          3,472    $3,472

Change in unrealized gain or loss
  on securities available for sale,
  net                                    -            -            -       84                 -             84        84

Balance, March 31, 1998                $ -      $     -      $52,655     $ (7)          $     -       $ 52,648    $3,556
</TABLE>

     See accompanying notes to consolidated interim financial statements.

                                      6
<PAGE>

                     COHOES BANCORP, INC. AND SUBSIDIARY
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (Unaudited)
<TABLE>
<CAPTION>

                                                                                   For the nine months ended March 31,
                                                                                        1999                1998
<S>                                                                                     <C>                 <C> 
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:                                             (In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net income                                                                        $    765            $  3,472

  Adjustments to reconcile net income to net cash provided by operating activities-
      Charitable contribution to the Cohoes Savings Foundation                             2,777                   -
      Depreciation                                                                           980                 869
      Amortization of purchased and originated mortgage servicing rights                     151                 136
      Provision for loan losses                                                              785                 580
      ESOP compensation expense                                                              366                   -
      Net (gain) loss on securities available for sale                                        (2)                  1
      Net premium (discount) amortization of investment securities                            38                  28
      Net premium (discount) amortization of securities available for sale                    (7)                  5
      Net gain on sale of mortgage loans                                                      (8)                (77)
      Proceeds from sale of loans held for sale                                              602               8,138
      Loans originated for sale                                                             (556)             (7,886)
      (Increase) decrease in interest receivable                                            (205)                383
      Increase in other assets                                                            (2,958)               (390)
      Increase (decrease) in other liabilities                                             1,374                 144
      Net loss on sale of other real estate owned                                             73                 145
 
        Total adjustments                                                                  3,410               2,076
 
        Net cash provided by operating activities                                          4,175               5,548

CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from investment securities called/matured                                      16,025              15,000
  Purchase of investment securities                                                      (32,580)            (29,047)
  Proceeds from the maturity of securities available for sale                                  -                 585
  Proceeds from securities available for sale called                                      22,300              24,000
  Proceeds from the sale of securities available for sale                                    716                   -
  Purchase of securities available for sale                                              (23,569)            (29,823)
  Proceeds from principal reduction in investment securities                               7,020               5,115
  Proceeds from principal reduction in securities available for sale                       6,162               3,065
  Net loans made to customers                                                            (78,839)             (2,668)
  Originated mortgage servicing rights                                                        (1)                (81)
  Proceeds from sale of other real estate owned                                            1,215               1,688
  Capital expenditures                                                                    (1,316)               (571)

        Net cash used in investing activities                                            (82,867)            (12,737)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net decrease in mortgagors' escrow deposits                                             (2,848)             (3,160)
  Net Increase in borrowings                                                              29,366               5,000
  Net increase (decrease) in deposits                                                    (20,537)              2,445
  Net proceeds from the issuance of common stock                                          90,350                   -
  Purchase of ESOP common stock                                                           (9,137)                  -

        Net cash provided by financing activities                                         87,194               4,285

        Net increase (decrease) in cash and cash equivalents                               8,502              (2,906)

CASH AND CASH EQUIVALENTS, beginning of period                                            14,229              16,664

CASH AND CASH EQUIVALENTS, end of period                                                $ 22,731            $ 13,760

ADDITIONAL DISCLOSURE RELATIVE TO CASH FLOWS:
  Interest paid                                                                         $ 15,538            $ 14,343
  Taxes paid                                                                                 540               1,599

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES:
    Transfer of loans to other real estate owned                                        $  1,286            $    979
</TABLE>

     See accompanying notes to consolidated interim financial statements.

                                      7
<PAGE>

                             COHOES BANCORP, INC.

              NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

1. Basis of Presentation

     Cohoes Bancorp, Inc. ("Company") was incorporated under Delaware law in
September 1998 as a savings and loan holding company to purchase 100% of the
common stock of the Cohoes Savings Bank ("Bank"). On December 31, 1998,
Cohoes Bancorp, Inc. completed its initial public offering of 9,257,500
shares of common stock in connection with the conversion of the Bank from a
mutual form institution to a stock savings bank (the "Conversion").
Concurrently with the Conversion, Cohoes Bancorp, Inc. acquired all of the
Bank's common stock.

     The consolidated financial statements included herein reflect all normal
recurring adjustments which are, in the opinion of management, necessary to
present a fair statement of the results for the interim periods presented.
The results of operations for the three and nine months ended March 31, 1999
are not necessarily indicative of the results of operations that may be
expected for the entire year ending June 30, 1999. Certain information and
note disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed
or omitted pursuant to the rules and regulations of the U.S. Securities and
Exchange Commission.

     These consolidated financial statements should be read in conjunction
with the Bank's audited consolidated financial statements and notes thereto
included in the Company's Prospectus dated November 12, 1998.

2. Earnings Per Share

     On December 31, 1998, Cohoes Bancorp, Inc. completed its initial stock
offering of 9,257,500 shares of common stock. Concurrent with the offering,
approximately 8% of the shares issued (762,818) were purchased by the Cohoes
Bancorp, Inc. Employee Stock Ownership Plan ("ESOP") using the proceeds of a
loan from the Company to the ESOP. As of March 31, 1999, 18,363 shares have
been released and 13,294 have been committed to be released from the ESOP
trust for allocation to ESOP participants. Consequently, the remaining
731,161 shares have not yet been released and under AICPA Statement of
Position 93-6, these shares will not be considered outstanding for purposes
of calculating per share amounts. Earnings per share are not presented for
periods prior to the initial public offering as the Bank was a mtutal savings
bank, and had no stock outstanding. During the three month period ended March
31, 1999, the Company had no outstanding securities or other contracts which,
if exercised or converted, would have resulted in the issuance of common
stock. Hence, in accordance with Statement of Financial Accounting Standards
No. 128 "Earnings per Share," basic and diluted earnings per share are
identical.

3. Comprehensive Income

     The Company adopted Statement of Financial Accounting Standards No.130
"Reporting Comprehensive Income" ("SFAS N0. 130") in 1998. All comparative
financial statements provided for earlier periods have been reclassified to
reflect application of the provisions of this Statement.

     Comprehensive income includes net income and all other changes in equity
during a period except those resulting from investments by owners and
distributions to owners. Other comprehensive income includes revenues,
expenses, gains, and losses that under generally accepted accounting
principles are included in comprehensive income but excluded from net income.

     Comprehensive income and accumulated other comprehensive income are
reported net of related income taxes. Accumulated other comprehensive income
for the Company consists solely of unrealized holding gains or losses on
available-for-sale securities.

                                      8
<PAGE>

4. Loan Portfolio Composition

     The following table sets forth the composition of the loan portfolio in
dollar amounts and percentage of the portfolio at the dates indicated.

<TABLE>
<CAPTION>
                                                            March 31, 1999            June 30, 1998

                                                         Amount     % of Total     Amount        % of Total

                                                                    (Dollars in thousands)
<S>                                                      <C>        <C>            <C>            <C>
Real estate loans:
  One-to-four family real estate                         $309,426    62.76%        $258,399       62.07%
  Multi-family and commercial real estate                 121,568    24.66           93,229       22.39

    Total real estate loans                               430,994    87.42          351,628       84.46

Consumer loans:
  Home equity lines of credit                              20,055     4.07           21,976        5.28
  Conventional second mortgages                            13,122     2.66           15,093        3.63
  Automobile loans                                          9,651     1.96            9,783        2.35
  Credit cards                                                  -        -            1,655        0.40
  Other consumer loans                                      1,305     0.26            1,184        0.28

    Total consumer loans                                   44,133     8.95           49,691       11.94

Commercial business loans                                  17,919     3.63           14,991        3.60

    Total loans                                           493,046   100.00%         416,310      100.00%

Less:

  Net deferred loan origination fees and costs                244                       (18)
  Allowance for loan losses                                (3,763)                   (3,533)

    Net loans receivable                                 $489,527                  $412,759
</TABLE>

                                      9
<PAGE>

5. Non-Performing Assets

     The following table sets forth information regarding non-accrual loans,
other past due loans, troubled debt restructurings and other real estate
owned at the dates indicated.

<TABLE>
<CAPTION>
                                                                             March 31,            June 30,
                                                                             1999                 1998

                                                                                (Dollars in thousands)

<S>                                                                          <C>                  <C>
Non-accrual loans:
  One-to-four family real estate                                             $2,306               $2,635
  Multi-family and commercial real estate                                     1,152                  823
  Conventional second mortgages                                                  10                   35
  Consumer loans                                                                106                  105
  Commercial business loans                                                      62                   65

    Total non-accrual loans                                                   3,636                3,663

Loans contractually past due 90 days or more and still accruing interest:
  Consumer loans                                                                  -                   57

    Total loans 90 days or more and still accruing interest                       -                   57

Troubled debt restructurings                                                  1,306                1,929

    Total non-performing loans                                                4,942                5,649

Other real estate owned (ORE)                                                   507                  509

    Total non-performing assets                                              $5,449               $6,158

Allowance for loan losses                                                    $3,763               $3,533

Coverage of non-performing loans                                              76.14%               62.54%

Total non-performing loans as a percentage of total loans                      1.00%                1.36%

Total non-performing loans as a percentage of total assets                      .79%                1.05%
</TABLE>

                                     10
<PAGE>

6. Allowance for Loan Losses

     The following table sets forth the activity in the allowance for loan
losses at the dates and for the periods indicated.

                                                  At or for the nine months
                                                      ended March 31,

                                                  1999               1998

                                                       (In thousands)

Allowance for loan losses, beginning period       $3,533             $3,105
Charge-off loans:
  Real estate loans
    One-to-four family real estate                   205                266
    Multi-family and commercial real estate          339                 74

      Total real estate loan charge-offs             544                340

  Commercial business loans charge-offs                -                 52

  Consumer loans
    Home equity lines of credit                        -                  8
    Conventional second mortgages                     24                 16
    Automobile loans                                  23                116
    Credit cards                                     144                167
    Other consumer loans                              34                 28

      Total consumer loan charge-offs                225                335

      Total charged-offs loans                       769                727

Recoveries on loans previously charged-off:

  Real estate loans
    One-to-four family real estate                   113                 40
    Multi-family and commercial real estate           50                 93

      Total real estate loan recoveries              163                133

     Commercial business loan recoveries               1                 35

Consumer loans
  Home equity lines of credit                         19                  -
  Conventional second mortgages                        -                  -
  Automobile loans                                     3                  8
  Credit cards                                        20                 16
  Other consumer loans                                 8                  7

      Total consumer loan recoveries                  50                 31

      Total recoveries                               214                199

  Net loans charged-off                             (555)              (528)

  Provision for loan losses                          785                580

  Allowance for loan losses, end of period        $3,763             $3,157

                                     11
<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations


General

     Cohoes Bancorp, Inc. ("Company"), headquartered in Cohoes, New York is a
savings and loan holding company incorporated in September 1998 under the
laws of the State of Delaware. The Company was organized at the direction of
Cohoes Savings Bank ("Bank") for the purpose of acquiring all of the common
stock of the bank issued in connection with the conversion of the Bank from
mutual to stock form ("Conversion"). On December 31, 1998, the Bank completed
its Conversion, and the Company sold 9,257,500 shares of its common stock at
a price of $10.00 per share in a subscription offering ("Offering") to
certain depositors of the Bank. In connection with the Conversion and
Offering, the Company established the Cohoes Savings Foundation, Inc.
("Foundation") and made a charitable contribution of 277,725 shares of the
Company's common stock to the Foundation, which resulted in a one-time charge
relating to the funding of the Foundation of $2.8 million ($1.7 million net
of tax). The net proceeds from the Offering amounted to $90.4 million, and
the Company contributed 50% of the net proceeds from the Offering to the Bank
in exchange for all of the issued and outstanding shares of common stock of
the Bank. The Company had no significant assets or operations prior to
December 31, 1998. Per share data is reported for the period since
Conversion. Presently, the only significant assets of the Company are the
capital stock of the Bank, the Company's loan to the Employee Stock Ownership
Plan of the Company and the investments of the net proceeds from the Offering
retained by the Company. The Company is subject to the financial reporting
requirements of the Securities Exchange Act of 1934, as amended.


Financial Condition

     For the nine month period ending March 31, 1999, total assets of the
company increased $92.5 million, or 17.3%, from $535.7 million at June 30,
1998 to $628.2 million at March 31, 1999. This increase in total assets was
primarily attributable to a $76.7 million, or 18.6%, increase in net loans
receivable which increased from $412.8 at June 30, 1998 to $489.5 million at
March 31, 1999, and a $10.5 million increase in federal funds sold, which
increased from $5.0 million at June 30, 1998 to $15.5 million at March 31,
1999. These increases resulted from the investment of conversion proceeds in
loans, particularly mortgage loans, and in federal funds sold. The increase
in the loan portfolio was reduced by the sale of the $1.5 million credit card
portfolio in February 1999.

     Deposits decreased $20.5 million, or 4.6%, from $449.5 million at June
30, 1998, to $429.0 million at March 31, 1999. This decrease was primarily
attributable to the withdrawal of deposits to purchase stock in the
Conversion.

     Borrowings, comprised primarily of Federal Home Loan Bank advances,
increased $29.4 million, or 147.7%, from $19.9 million at June 30, 1998 to
$49.3 million at March 31, 1999. This increase was primarily the result of
additional longer term fixed rate Federal Home Loan Bank advances used to
fund long-term fixed rate residential mortgages held in the portfolio.

     Total stockholder's equity increased $85.1 million, or 159.7%, from
$53.3 million at June 30, 1998 to $138.4 million at March 31, 1999. The
increase was primarily attributable to the $90.4 million in net proceeds
raised by the Company in its Offering in connection with the Bank's
Conversion.

                                     12
<PAGE>

     Average Balance Sheets. The following tables set forth certain
information relating to the Company for the three and nine months ended March
31, 1999 and 1998. The yields and costs were derived by dividing interest
income or expense by the average balance of assets or liabilities,
respectively, for the periods shown. The yields include deferred fees and
discounts which are considered yield adjustments.

<TABLE>
<CAPTION>
                                                            Three Months Ended March 31,

                                                       1999                                1998

                                        Average       Interest               Average       Interest
                                        Outstanding   Earned/      Yield/    Outstanding   Earned/     Yield/
                                        Balance       Paid         Rate      Balance       Paid        Rate

                                                                (Dollars in thousands)
<S>                                     <C>            <C>         <C>       <C>           <C>         <C>
Interest-earning assets
  Loans receivable                      $478,600      $ 9,278      7.86%     $400,405      $8,269      8.38%
  Securities available for sale           34,516          501      5.89        23,748         372      6.35
  Investments securities                  53,126          785      5.99        27,523         443      6.53
  Federal funds sold                      40,549          530      5.30        19,637         267      5.51
  FHLB stock                               3,603           59      6.64         3,469          64      7.48
  Other interest-earning assets              398            4      4.08             6           -         -

  Total interest-earning assets          610,792       11,157      7.41       474,788       9,415      8.04

Non-earning assets                         23,830                              18,276

  Total assets                          $634,622                             $493,064

Interest-bearing liabilities
  Savings accounts                      $126,559          934      2.99      $119,952         887      3.00
  School savings accounts                 16,477          172      4.23        15,383         210      5.54
  Money market accounts                   20,510          167      3.30        18,095         139      3.12
  Demand deposits                         67,539           87      0.52        47,138          76      0.65
  Time deposits                          206,332        2,706      5.32       227,649       3,282      5.85
  Escrow accounts                          5,022           22      1.78         5,240          21      1.63
  Borrowings                              49,362          698      5.73         2,611          40      6.21

  Total interest-bearing liabilities     491,801        4,786      3.95       436,068       4,655      4.33

Other liabilities                          5,488                                4,504
Stockholders' equity                     137,333                               52,492

  Total liabilities and
    stockholders' equity                $634,622                             $493,064

Net interest income                                   $ 6,371                              $4,760

Net interest rate spread                                           3.46%                               3.71%

Net earning assets                      $118,991                             $ 38,720

Net yield on average
  interest-earning assets                                          4.23%                               4.07%

Average interest-earning assets to
  average interest-bearing                  1.24 X                               1.09 X
  liabilities
</TABLE>

                                      13
<PAGE>

<TABLE>
<CAPTION>
                                                                  Nine Months Ended March 31,

                                                       1999                                1998

                                        Average       Interest               Average       Interest
                                        Outstanding   Earned/      Yield/    Outstanding   Earned/     Yield/
                                        Balance       Paid         Rate      Balance       Paid        Rate

                                                                      (Dollars in thousands)
<S>                                     <C>           <C>          <C>       <C>           <C>         <C>
Interest-earning assets
  Loans receivable                     $449,161       $26,668      7.91%     $403,661      $25,129     8.29%
  Securities available for sale          37,953         1,750      6.14        26,025        1,262     6.46
  Investments securities                 49,471         2,223      5.99        26,531        1,276     6.41
  Federal funds sold                     26,253           980      4.97        14,724          605     5.47
  FHLB stock                              3,569           186      6.94         3,452          183     7.06
  Other interest-earning assets             528            22      5.55            58            3     6.93
                                                
  Total interest-earning assets         566,935        31,829      7.48       474,451       28,458     7.99
                                                
Non-earning assets                       22,097                                18,506
                                                
  Total assets                         $589,032                              $492,957
                                                
Interest-bearing liabilities                    
  Savings accounts                     $127,768         2,863      2.98      $120,448        2,707     2.99
  School savings accounts                17,286           640      4.93        14,608          607     5.54
  Money market accounts                  20,129           504      3.34        17,327          402     3.09
  Demand deposits                        59,457           255      0.57        46,161          223     0.64
  Time deposits                         219,536         9,189      5.58       230,905       10,144     5.85
  Escrow accounts                        16,305           299      2.44         6,692           83     1.65
  Borrowings                             41,238         1,781      5.75           858           40     6.21
                                                
  Total interest-bearing liabilities    501,719        15,531      4.12       436,999       14,206     4.33
                                                
Other liabilities                         5,485                                 4,656
Stockholders' equity                     81,828                                51,302
                                                
  Total liabilities and                         
    stockholders' equity               $589,032                              $492,957

Net interest income                                   $16,298                              $14,252

Net interest rate spread                                           3.36%                               3.66%

Net earning assets                     $ 65,216                              $ 37,452

Net yield on average
  interest-earning assets                                          3.83%                               4.00%

Average interest-earning assets to
  average interest-bearing                 1.13 X                                1.09 X
  liabilities
</TABLE>

                                     14
<PAGE>

Rate/Volume Analysis. The following table presents the extent to which
changes in interest rates and changes in the volume of interest-earning
assets and interest-bearing liabilities have affected the Company's interest
income and interest expense during the periods indicated. Information is
provided in each category with respect to (i) changes attributable to changes
in volume (changes in volume multiplied by prior rate), (ii) changes
attributable to changes in rate (changes in rate multiplied by prior volume)
and (iii) the net change. The changes attributable to the combined impact of
volume and rate have been allocated proportionately to the changes due to
volume and the changes due to rate.

<TABLE>
<CAPTION>
                                       Three Months Ended March 31,1999         Nine Months Ended March 31,1999
                                                  Compared to                             Compared to
                                       Three Months Ended March 31,1998         Nine Months Ended March 31,1998

                                       Increase (Decrease)    Total             Increase (Decrease)    Total
                                             Due To           Increase                Due to           Increase

                                       Volume    Rate         (Decrease)        Volume    Rate         (Decrease)

                                                               (Dollars in thousands)

<S>                                    <C>       <C>          <C>               <C>       <C>          <C>
Interest and dividend income from:

Loans receivable                       $3,897    $(2,888)     $1,009            $3,287    $(1,748)     $1,539
Securities available for sale             302       (173)        129               590       (102)        488
Investment securities                     585       (243)        342             1,088       (141)        947
Federal funds sold                        335        (72)        263               468        (93)        375
FHLB stock                                 14        (19)         (5)                8         (5)          3
Other interest-earning assets               4          -           4                20         (1)         19

Total interest and dividend income      5,137     (3,395)      1,742             5,461     (2,090)      3,371

Interest expense for:

Savings accounts                           59        (12)         47               169        (13)        156
School savings accounts                    84       (122)        (38)              131        (98)         33
Money market accounts                      19          9          28                68         34         102
Demand deposits                            92        (81)         11                71        (39)         32
Time deposits                            (293)      (283)       (576)             (487)      (468)       (955)
Escrow accounts                            (5)         6           1               162         54         216
Borrowings                                680        (22)        658             1,746         (5)      1,741

Total interest expense                    636       (505)        131             1,860       (535)      1,325

Net interest income                    $4,501    $(2,890)     $1,611            $3,601    $(1,555)     $2,046
</TABLE>

                                     15
<PAGE>

Comparison of Operating Results for the Three Months Ended March 31, 1999 and
1998

     For the three months ended March 31, 1999 the Company reported net
income of $1.6 million, as compared to net income of $1.1 million for the
three months ended March 31, 1998. Net interest income increased $1.6 million
for the three months ended March 31, 1999 as compared to the same period last
year. This increase was in part offset by an increase in the provision for
loan losses of $245,000, an increase in noninterest expense of $564,000 and
an increase in income tax expense of $312,000.

     Net Interest Income. Net interest income for the three months ended
March 31, 1999 was $6.4 million, up $1.6 million from the same period last
year. The increase was primarily the result of the increase of $136.0 million
in average earning assets from $474.8 million for the three months ended
March 31, 1998 to $610.8 million for the same period this year.
Interest-bearing liabilities also increased during the same period, up $55.7
million. The net impact of these volume increases resulted in an increase in
net interest income of $4.5 million. The volume increase was offset by a 25
basis point reduction in the interest rate spread resulting in a $2.9 million
decrease in net interest income due to rate. The Company's net interest
margin for the three months ended March 31, 1999 was 4.23%, up 16 basis
points from 4.07% for the same period last year. The yield on average earning
assets decreased from 8.04% to 7.41% , while the rate paid on average
interest-bearing liabilities decreased from 4.33% to 3.95%.

     Interest Income. Interest income for the three months ended March 31,
1999 was $11.2 million, up from $9.4 million for the comparable period in
1998. The largest component of interest income is interest on loans. Interest
on loans increased from $8.3 million for the three months ended March 31,
1998 to $9.3 million for the three months ended March 31, 1999. This increase
of $1.0 million is the result of an increase in the average balance of loans
partially offset by a decrease in the average yield earned. The average
balance of loans increased $78.2 million to $478.6 million, while the yield
on loans decreased 52 basis points from 8.38% to 7.86%. The increase in
interest on loans was supplemented by increases in interest on securities
available for sale, investment securities and federal funds sold. Interest
income on these categories of earning assets increased $129,000, $342,000 and
$263,000, respectively. Substantially all of the increases in interest income
on these assets are attributed to increases in volume. The average balance of
securities available for sale increased from $23.7 million for the quarter
ended March 31, 1998 to $34.5 million for the quarter ended March 31, 1999.
This increase in volume resulted in an increase in interest income of
$302,000. The average balance of investment securities increased from $27.5
million in the quarter ended March 31, 1998 to $53.1 million in the quarter
ended March 31, 1999, resulting in a $585,000 increase in interest income due
to volume. The average balance of federal funds sold increased from $19.6
million in the quarter ended March 31, 1998 to $40.5 million in the quarter
ended March 31, 1999. The increase in the volume of federal funds sold
resulted in a $335,000 increase in interest income in the quarter ended March
31, 1999 as compared to the quarter ended March 31, 1998. The changes in
yield on securities available for sale, investment securities and federal
funds sold reduced interest income by $488,000.

     Interest Expense. Interest expense increased during the quarter ended
March 31, 1999 to $4.8 million, up from $4.7 million for the comparable
period in 1998. Substantially all of the Company's interest expense is from
the Company's interest-bearing deposits. The largest category of
interest-bearing deposits is time deposits. Interest on time deposits for the
quarter ended March 31, 1999 was $2.7 million, down $576,000 from the $3.3
million for the quarter ended March 31, 1998. This decrease is the result of
a decrease in the average balance of time deposits, from $227.6 million for
the quarter ended March 31, 1998 to $206.3 million for the quarter ended
March 31, 1999 and a decrease of 53 basis points in the rates paid on these
deposits from 5.85% for the quarter ended March 31, 1998 to 5.32% for the
same period in 1999. Interest expense on savings accounts increased $47,000
for the quarter ended March 31, 1999 as compared to the same period in the
prior year. This increase is almost entirely attributable to an increase in
the average balance of savings accounts of $6.6 million. Interest on school
savings accounts decreased $38,000, from $210,000 for the quarter ended March
31, 1998 to $172,000 for the quarter ended March 31, 1999, due primarily to a
decrease of 131 basis points in the average rate paid on school savings
accounts from 5.54% to 4.23% partially offset by an increase in the average
balance of school savings accounts of $1.1 million. Interest on money market
accounts increased $28,000, from $139,000 for the quarter ended March 31,
1998 to $167,000 for the quarter ended March 31, 1999. The increase is
attributed to an increase in the average balance of money market accounts of
$2.4 million as well as an increase of 18 basis points in the rates paid on
these money market accounts, from 3.12% to 3.30%. Interest on borrowings
increased $658,000, from $40,000 for the quarter ended March 31, 1998 to
$698,000 for the quarter ended March 31, 1999. The increase is primarily due
to a $46.8 million increase in the average balance of borrowings.

                                     16
<PAGE>

     Provision for Loan Losses. The provision for loan losses increased from
$180,000 for the quarter ended March 31, 1998 to $425,000 for the quarter
ended March 31, 1999. The increase in the provision is attributed to an
increase in the level of net charge-offs from $135,000 for the quarter ended
March 31, 1998 to $357,000 for the quarter ended March 31, 1999 and an
increase in the balance of loans outstanding.

     Noninterest Income. Total noninterest income for the quarter ended March
31, 1999 was $701,000, substantially unchanged from the $706,000 for the
quarter ended March 31, 1998. Service charges on deposits increased slightly
to $187,000 for the quarter ended March 31, 1999, from $175,000 for the
quarter ended March 31, 1998. Loan servicing revenue declined $36,000 from
$124,000 for the quarter ended March 31, 1998 to $88,000 for the quarter
ended March 31, 1999. The decline relates to a reduction in the balance of
loans serviced for others. Net gain on sale of mortgage loans decreased
$29,000 from $31,000 for the quarter ended March 31, 1998 to $2,000 for the
quarter ended March 31, 1999. The decrease is a result of management's
decision to sell fewer loans in the secondary market. Other noninterest
income increased $48,000 primarily as a result of the establishment of ATM
surcharges in April 1998.

     Noninterest Expense. Total noninterest expense increased $564,000 to
$4.0 million for the quarter ended March 31, 1999, up from $3.4 million for
the comparable period in 1998. The increase in compensation and benefits of
$271,000, occupancy of $75,000 and other noninterest expense of $271,000 were
the primary contributors to the overall increase. The increase in
compensation and benefits is primarily attributable to the establishment of
the Company's Employee Stock Ownership Plan in connection with the Company's
Conversion and annual merit increases. Occupancy increased as a result of the
opening of two new branch locations. The increase in other noninterest
expense was attributable to an increase in professional service fees
associated with being a public company and a general increase in other
operating expenses.

     Income Tax Expense. Income tax expense increased from $731,000 for the
quarter ended March 31, 1998 to $1.0 million for the comparable period in
1999. The increase is primarily the result of increased income before income
tax expense.


Comparison of Operating Results for the Nine Months Ended March 31, 1999 and
1998

     For the nine months ended March 31, 1999 the Company reported net income
of $765,000, as compared to net income of $3.5 million for the nine months
ended March 31, 1998. Noninterest expense increased $6.4 million for the nine
months ended March 31, 1999 as compared to the same period last year. This
increase was in part offset by an increase in net interest income of $2.0
million and a reduction in income tax expense of $1.8 million.

     Net Interest Income. Net interest income for the nine months ended March
31, 1999 was $16.3 million, up $2.0 million from the same period last year.
The increase was primarily the result of the increase of $92.4 million in
average earning assets from $474.5 million for the nine months ended March
31, 1998 to $566.9 million for the same period this year. Interest-bearing
liabilities also increased during the same period, up $64.7 million. The net
impact of these volume increases resulted in an increase in net interest
income of $3.6 million. The volume increase was offset by a 30 basis point
reduction in the interest rate spread resulting in a $1.6 million decrease in
net interest income due to rate. The Company's net interest margin for the
nine months ended March 31, 1999 was 3.83%, down 17 basis points from 4.00%
for the same period last year. The yield on average earning assets decreased
from 7.99% to 7.48% , while the rate paid on average interest-bearing
liabilities decreased from 4.33% to 4.12%.

     Interest Income. Interest income for the nine months ended March 31,
1999 was $31.8 million, up from $28.5 million for the comparable period in
1998. The largest component of interest income is interest on loans. Interest
on loans increased from $25.1 million for the nine months ended March 31,
1998 to $26.7 million for the nine months ended March 31, 1999. This increase
of $1.6 million is the result of an increase in the average balance of loans
offset by a decrease in the average yield earned. The average balance of
loans increased $45.5 million to $449.2 million, while the yield on loans
decreased 38 basis points from 8.29% to 7.91%. The increase in interest on
loans was supplemented by increases in interest on securities available for
sale, investment securities and federal funds sold. Interest income on these
categories of earning assets increased $488,000, $947,000 and $375,000,
respectively. Substantially all of the increases in interest income on these
assets are attributed to increases in volume. The average balance of
securities available for sale increased from $26.0 million for the nine
months ended March 31, 1998 to $38.0 million for the nine months ended March
31, 1999. This increase in volume resulted in an increase in interest income
of $590,000. The average balance of investment securities increased from

                                     17
<PAGE>

$26.5 million in the nine months ended March 31, 1998 to $49.5 million in the
nine months ended March 31, 1999, resulting in a $1.1 million increase in
interest income due to volume. The average balance of federal funds sold
increased from $14.7 million in the nine months ended March 31, 1998 to $26.3
million in the nine months ended March 31, 1999. The increase in the volume
of federal funds sold resulted in a $468,000 increase in interest income in
the nine months ended March 31, 1999 as compared to the nine months ended
March 31, 1998. The changes in yield on securities available for sale,
investment securities and federal funds sold reduced interest income by
$336,000.

     Interest Expense. Interest expense increased during the nine month
period ended March 31, 1999 to $15.5 million, up from $14.2 million for the
comparable period in 1998. Substantially all of the Company's interest
expense is from the Company's interest-bearing deposits. The largest category
of interest-bearing deposits is time deposits. Interest on time deposits for
the nine months ended March 31, 1999 was $9.2 million, down $955,000 from the
$10.1 million for the nine months ended March 31, 1998. This decrease is the
result of a decrease in the average balance of time deposits, from $230.9
million for the nine months ended March 31, 1998 to $219.5 million for the
nine months ended March 31, 1999 and a decrease of 27 basis points in the
rates paid on these deposits from 5.85% for the nine months ended March 31,
1998 to 5.58% for the same period in 1999. Interest expense on savings
accounts increased $156,000 for the nine months ended March 31, 1999 as
compared to the same period the prior year, almost entirely attributable to
an increase in the average balance of savings account of $7.4 million.
Interest on school savings accounts increased $33,000, from $607,000 for the
nine months ended March 31, 1998 to $640,000 for the nine months ended March
31, 1999, as a result of an increase in the average balance of school savings
accounts of $2.7 million partially offset by a 61 basis point reduction in
the rates paid on these school savings accounts. Interest on money market
accounts increased $102,000, from $402,000 for the nine months ended March
31, 1998 to $504,000 for the nine months ended March 31, 1999. The increase
is attributed to an increase in the average balance of money market accounts
of $2.8 million as well as an increase of 25 basis points in the rates paid
on these money market accounts, from 3.09% to 3.34%. Interest on borrowings
for the nine months ended March 31, 1999 was $1.8 million, due to a $40.4
million increase in the average balance of borrowings which were used to fund
loan growth. Interest on escrow accounts increased $216,000, from $83,000 for
the nine months ended March 31, 1998 to $299,000 for the nine months ended
March 31, 1999. The increase is attributed to an increase in the average
balance of escrow accounts of $9.6 million as well as an increase of 79 basis
points in the rates paid on these escrow accounts, from 1.65% to 2.44%.

     Provision for Loan Losses. The provision for loan losses increased from
$580,000 for the nine months ended March 31, 1998 to $785,000 for the nine
months ended March 31, 1999. The increase in the provision is attributed to a
slight increase in the level of net charge-offs from $528,000 for the nine
months ended March 31, 1998 to $555,000 for the nine months ended March 31,
1999 and an increase in the balance of loans outstanding.

     Noninterest Income. Total noninterest income for the nine month period
ended March 31, 1999 was $2.2 million, up $65,000 from the $2.1 million for
the nine month period ended March 31, 1998. Service charges on deposits
increased slightly to $590,000 for the nine months ended March 31, 1999, from
$555,000 for the nine months ended March 31, 1998. Loan servicing revenue
declined $84,000 from $380,000 for the nine months ended March 31, 1998 to
$296,000 for the nine months ended March 31, 1999. The decline relates to a
reduction in the balance of loans serviced for others. Net gain on sale of
mortgage loans decreased $69,000 from $77,000 for the nine months ended March
31, 1998 to $8,000 for the nine months ended March 31, 1999. The decrease is
a result of management's decision to sell fewer loans in the secondary
market. Other noninterest income increased $183,000 primarilly as a result of
the establishment of ATM surcharges in April 1998.

     Noninterest Expense. Total noninterest expense increased $6.4 million to
$16.4 million for the nine months ended March 31, 1999, up from $10.0 million
for the comparable period in 1998. The break-up fee paid to SFS Bancorp, Inc.
of $2.0 million, the contribution of $2.8 million to the Cohoes Savings
Foundation, Inc., the increase in compensation and benefits of $820,000,
occupancy expenses of $216,000 and other noninterest expense of $589,000 were
the primary contributors to the overall increase. The break-up fee was paid
as a result of the termination of the merger agreement with SFS Bancorp, Inc.
The contribution to the Cohoes Savings foundation, Inc. was associated with
the Company's conversion. The increase in compensation and benefits is
primarily attributable to the establishment of the Company's Employee Stock
Ownership Plan in connection with the Company's Conversion and annual merit
increases. Occupancy increased as a result of the opening of two new branch
locations. The increase in other noninterest expense was attributable to an
increase in professional service fees associated with being a public company,
increases in ORE expense, merger related expense, Y2K expense and a general
increase in other operating expenses.

                                      18

<PAGE>

     Income Tax Expense. Income tax expense decreased from $2.3 million for
the nine month period ended March 31, 1998 to $519,000 for the comparable
period in 1999. The reduction is primarily the result of less income before
income tax expense.


LIQUIDITY AND CAPITAL RESOURCES

Liquidity

     Liquidity is defined as the ability to generate sufficient cash flow to
meet all present and future funding commitments, depositor withdrawals and
operating expenses. Management monitors the Company's liquidity position on a
daily basis and evaluates it ability to meet depositor withdrawals or make
new loans or investments. The Company's liquid assets include cash and cash
equivalents, investment securities that mature within one year, and its
portfolio of securities available for sale.

     The Company's cash inflows result primarily from loan repayments,
maturities, calls and pay downs of securities, new deposits, and to a lesser
extent, drawing upon the Company's credit lines with the Federal Home Loan
Bank of New York. The bank's cash outflows are substantially new loan
originations, securities purchases, and deposit withdrawals. The timing of
cash inflows and outflows are closely monitored by management although
changes in interest rates, economic conditions, and competitive forces
strongly impact the predictability of these cash flows. The Company attempts
to provide stable and flexible sources of funding through the management of
its liabilities, including core deposit products offered through its branch
network as well as with limited use of borrowings. Management believes that
the level of the Company's liquid assets combined with daily monitoring of
inflows and outflows provide adequate liquidity to fund outstanding loan
commitments, meet daily withdrawal requirements of our depositors, and meet
all other daily obligations of the Bank.

Capital

     Consistent with its goals to operate a sound and profitable financial
organization, the Bank actively seeks to remain a "well capitalized"
institution in accordance with regulatory standards. The Bank's total equity
was $91.8 million at March 31, 1999, 14.6% of total assets on that date. As
of March 31, 1999, the Bank exceeded all of the capital requirements of the
FDIC. The Bank's regulatory capital ratios at March 31, 1999 were as follows:
Tier I (leverage) capital, 14.2%; Tier I risk-based capital, 23.38%; and
Total risk-based capital, 24.34%. The regulatory capital minimum requirements
to be considered well capitalized are 5.0%, 6.0%, and 10.0%, respectively.

Impact of the Year 2000

     General. The year 2000 ("Y2K") issue confronting the Bank and its
suppliers, customers, customers' suppliers and competitors centers on the
inability of computer systems to recognize the year 2000. Many existing
computer programs and systems originally were programmed with six digit dates
that provided only two digits to identify the calendar year in the date
field. With the impending new millennium, these programs and computers will
recognize "00" as the year 1900 rather than the year 2000.

     Financial institution regulators recently have increased their focus
upon Y2K compliance issues and have issued guidance concerning the
responsibilities of senior management and directors. The Federal Financial
Institutions Examination Council ("FFIEC") has issued several interagency
statements on Y2K Project Management Awareness. These statements require
financial institutions to, among other things, examine the Y2K implications
of their reliance on vendors and with respect to data exchange and the
potential impact of the Y2K issue on their customers, suppliers and
borrowers. These statements also require each federally regulated financial
institution to survey its exposure, measure risk and prepare a plan to
address the Y2K issue. In addition, the federal banking regulators have
issued safety and soundness guidelines to be followed by insured depository
institutions, such as the Bank, to assure resolution of any Y2K problems. The
federal banking agencies have asserted that Y2K testing and certification is
a key safety and soundness issue in conjunction with regulatory examinations
and, thus, that an institution's failure to address appropriately the Y2K

                                     19
<PAGE>

issue could result in supervisory action, including the reduction of the
institution's supervisory ratings, the denial of applications for approval of
mergers or acquisitions or the imposition of civil money penalties.

     Risk. Like most financial institutions service providers, the Bank and
its operations may be significantly affected by the Y2K issue due to its
dependence on technology and date-sensitive data. Computer software and
hardware and other equipment, both within and outside the Bank's direct
control and third parties with whom the Bank electronically or operationally
interfaces (including without limitation its customers and third party
vendors) are likely to be affected. If computer systems are not modified in
order to be able to identify the year 2000, many computer applications could
fail or create erroneous results. As a result, many calculations which rely
on date field information, such as interest, payment or due dates and other
operating functions, could generate results which are significantly
misstated, and the Bank could experience an inability to process
transactions, prepare statements or engage in similar normal business
activities. Likewise, under certain circumstances, a failure to adequately
address the Y2K issue could adversely affect the viability of the Bank's
suppliers and creditors and the creditworthiness of its borrowers. Thus, if
not adequately addressed, the Y2K issue could result in a significant adverse
impact on the Bank's operations and, in turn, its financial condition and
results of operations.

     State of Readiness. During November 1997, the Bank formulated its plan
to address the Y2K issue. Since that time, the Bank has taken the following
steps:

* Established senior management advisory and review responsibilities;

* Completed a Bank-wide inventory of applications and system software;

* Built an internal tracking database for application and vendor software;

* Developed compliance plans and schedules for all lines of business;

* Initiated vendor compliance verification;

* Begun awareness and education activities for employees through existing 
  internal communication channels; and

* Developed a process to respond to customer inquiries as well as help
  educate customers on the Y2K issue.

The following paragraphs summarize the phases of the Bank's Y2K plan:

     Awareness Phase. The Bank formally established a Y2K plan headed by a
senior manager, and a project team was assembled for management of the Y2K
project. The project team created a plan of action that includes milestones,
budget estimates, strategies, and methodologies to track and report the
status of the project. Members of the project team also attended conferences
and information sharing sessions to gain more insight into the Y2K issue and
potential strategies for addressing it. This phase is substantially complete.

     Assessment Phase. The Bank's strategies were further developed with
respect to how the objectives of the Y2K plan would be achieved, and a Y2K
business risk assessment was made to quantify the extent of the Bank's Y2K
exposure. A corporate inventory (which is periodically updated as new
technology is acquired and as systems progress through subsequent phases) was
developed to identify and monitor Y2K readiness for information systems
(hardware, software, utilities and vendors) as well as environmental systems
(security systems, facilities, etc.). Systems were prioritized based on
business impact and available alternatives. Mission critical systems supplied
by vendors were researched to determine Y2K readiness. If Y2K-ready versions
were not available, the Bank began identifying functional replacements which
were either upgradable or currently Y2K-ready, and a formal plan was
developed to repair, upgrade or replace all mission critical systems. This
phase is substantially complete.

                                     20

<PAGE>

     Beginning in October 1998, all unsecured credits greater than $100,000
were sent a questionnaire developed by the Bank's credit administration staff
to evaluate Y2K exposure. The Bank also contacted its most significant
borrowers informing them of the Y2K issue. Because the Bank's loan portfolio
is primarily real estate-based and is diversified with regard to individual
borrowers and types of businesses, and the Bank's primary market area is not
significantly dependent on one employer or industry, the Bank does not expect
any significant or prolonged Y2K-related difficulties that will affect net
earnings or cash flow. As part of the current credit approval process, all
new and renewed loans are evaluated for Y2K risk.

     Renovation Phase. The Bank's corporate inventory revealed that Y2K
upgrades were available for all vendor supplied mission critical systems, and
all these Y2K-ready versions have been delivered and placed into production.
The upgrades include the automated teller machines, the voice response unit,
network equipment, and the Bank's voice mail system.

     Validation Phase. The validation phase is designed to test the ability
of hardware and software to accurately process date sensitive data. As of
March 31, 1999, the Bank completed the validation testing of its mission
critical systems. The remainer of the validation phase, including testing
with our service providers and supply vendors, will be completed by June 30,
1999. To date, the validation testing indicates that the mission critical
systems are Y2K-ready.

     Implementation Phase. After passing the validation phase, the modified
or upgraded versions of hardware/ software have been placed into production.
As of March 31, 1999, the Bank has been operating all mission critical
systems with Y2K compliant versions. Any remaining systems requiring Y2K
upgrades will be installed by June 30, 1999.

     Contingency Plans. During the assessment phase, the Bank began to
develop back-up or contingency plans for each of its mission critical
systems. Since virtually all of the Bank's mission critical systems are
dependent upon third party vendors or service providers, the contingency plan
included the option of selecting new vendors or service provider if Y2K-ready
products could not be delivered by our current suppliers. To date, it has not
been necessary to exercise this option. In addition, the Bank is preparing
and testing contingency plans in the event of power outages or
telecommunication disruptions. These plans include backup generators,
reversion to manual procedures, and the use of paper reports until the
problems are corrected.

     Customer Education. In October 1998, the Bank sent out FDIC Y2K
brochures with all statement mailings, explaining the Y2K problem and
reassuring customers that FDIC insurance coverage guarantees the safety of
their deposit accounts. All Bank employees have attended special Y2K classes
and there is an ongoing awareness campaign to encourage Y2K dialogue with
customers. A statement mailer with an updated status of our system testing
will be distributed during the month of May. In addition, the Bank will begin
offering public education seminars on Y2K in June 1999.

                                     21
<PAGE>

Item 3. Quantitative And Qualitative Disclosures About Market Risk

        Not applicable

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

        Not Applicable.

Item 2. Changes in Securities and Use of Proceeds

        Not Applicable.

Item 3. Defaults Upon Senior Securities

        Not Applicable.

Item 4. Submission of Matters to a Vote of Security Holders

        Not Applicable.

Item 5. Other Information

        Not Applicable.

Item 6. Exhibits and Reports on Form 8-K

        (a) Exhibits

        27. Financial Data Schedules (submitted only with filing 
            in electronic format)

        (b) Reports on Form 8-K

            Not Applicable.

                                     22
<PAGE>

                                  SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                 Cohoes Bancorp, Inc.
                                 (Registrant)

Date: May 10,1999                By: /s/ Harry L. Robinson
                                     -----------------------
                                     Harry L. Robinson
                                     President and Chief Executive Officer

Date: May 10, 1999               By: /s/ Richard A. Ahl
                                     -----------------------
                                     Richard A. Ahl
                                     Executive Vice President, Chief 
                                     Financial Officer and Secretary

                                     23