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 September 30, 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 November 1,1999, there were 9,024,177 shares of the registrant's
common stock outstanding.


<PAGE>

                                  FORM 10-Q
                             Cohoes Bancorp, Inc.

                                    INDEX

                                                                        Page
PART 1 - FINANCIAL INFORMATION                                          Number

Item 1. Financial Statements

        Consolidated Statements of Financial Condition at
        September 30, 1999 and June 30, 1999                            3

        Consolidated Statements of Income for the three
        months ended September 30, 1999 and 1998                        4

        Consolidated Statements of Changes in Stockholders' Equity
        for the three months ended September 30, 1999 and 1998          5

        Consolidated Statements of Cash Flows for the three
        months ended September 30, 1999 and 1998                        6

        Notes to Consolidated Interim Financial Statements              7-11

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations                             12-18

Item 3. Quantitative and Qualitative Disclosures about Market Risk      19


PART II - OTHER INFORMATION

Item 1. Legal Proceedings                                               19

Item 2. Changes in Securities and Use of Proceeds                       19

Item 3. Defaults Upon Senior Securities                                 19

Item 4. Submission of Matters to a Vote of Security Holders             19

Item 5. Other Information                                               19

Item 6. Exhibits and Reports on Form 8-K                                19

Signature Page                                                          20

<PAGE>

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

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

<TABLE>
<CAPTION>
                                                                              September 30,   June 30,
                                                                              1999            1999

                                                                                   (In thousands)
<S>                                                                           <C>             <C>
ASSETS:

CASH AND CASH EQUIVALENTS:
  Cash and due from banks                                                     $  9,977        $  8,886
  Federal funds sold                                                                 -           1,870
  Interest-bearing deposits with banks                                              95             358

    Total cash and cash equivalents                                             10,072          11,114

MORTGAGE LOANS HELD FOR SALE                                                       526             339
SECURITIES AVAILABLE FOR SALE                                                   42,354          44,742
INVESTMENT SECURITIES, approximate fair value of $56,625 and $53,721            57,491          54,455
NET LOANS RECEIVABLE                                                           547,773         521,005
ACCRUED INTEREST RECEIVABLE                                                      3,911           3,776
BANK PREMISES AND EQUIPMENT                                                      7,881           7,801
OTHER REAL ESTATE OWNED                                                          1,208             724
MORTGAGE SERVICING RIGHTS                                                          791             840
OTHER ASSETS                                                                     5,159           5,674

    Total assets                                                              $677,166        $650,470


LIABILITIES AND STOCKHOLDERS' EQUITY:

LIABILITIES:

  Due to depositors                                                           $454,320        $446,123
  Mortgagors' escrow deposits                                                    4,971          10,787
  Borrowings                                                                    83,659          49,045
  Other liabilities                                                              4,676           5,085

    Total liabilities                                                          547,626         511,040

Commitments and contingent  liabilities

STOCKHOLDERS' EQUITY:

  Preferred stock, $.01 par value; 5,000,000 share authorized; none issued           -               -
  Common stock, $.01 par value; 25,000,000 shares authorized; 9,535,225
    shares issued at September 30, 1999 and June 30, 1999                           95              95
  Additional paid-in capital                                                    93,011          93,004
  Retained earnings-subject to restrictions                                     56,305          55,173
  Treasury stock, at cost (511,048 shares at September 30, 1999)                     -          (6,578)
  Unallocated common stock held by ESOP                                         (8,439)         (8,598)
  Unearned RRP shares                                                                -          (4,505)
  Accumulated other comprehensive loss, net                                       (349)           (244)

    Total stockholders' equity                                                 129,540         139,430

    Total liabilities and stockholders' equity                                $677,166        $650,470
</TABLE>

     See accompanying notes to consolidated interim financial statements.

<PAGE>

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

                                   For the three months ended September 30,

                                          1999                1998

                                   (In thousands, except per share amounts)

INTEREST INCOME:

Loan receivable                           $10,212             $ 8,590
Securities available for sale                 600                 705
Investment securities                         865                 707
FHLB stock                                     72                  64
Federal funds sold                              2                  41
Bank deposits                                   2                   9

  Total interest income                    11,753              10,116

INTEREST EXPENSE:

Deposits                                    4,145               4,796
Mortgagors' escrow deposits                    45                  39
Borrowings                                    924                 374

  Total interest expense                    5,114               5,209

Net interest income                         6,639               4,907
Provision for loan losses                     340                 180

Net interest income after
  provision for loan losses                 6,299               4,727

NONINTEREST INCOME:

Service charges on deposits                   203                 198
Loan servicing revenue                         76                 105
Net gain on sale of mortgage loans              2                   6
Other                                         381                 369

  Total noninterest income                    662                 678

NONINTEREST EXPENSE:

Compensation and benefits                   2,601               2,012
Occupancy                                     764                 796
FDIC deposit insurance premium                 17                  12
Advertising                                   123                  75
Other                                         806                 898

  Total noninterest expense                 4,311               3,793

Income before income tax expense            2,650               1,612
Income tax expense                          1,005                 629

NET INCOME                                $ 1,645             $   983

Net income per share

    Basic                                 $   .19             $   N/A

    Diluted                               $   .19             $   N/A

     See accompanying notes to consolidated interim financial statements.

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                          Unallocated
                                                                             Accumulated  common                             Com-
                                           Additional                        other com-   stock        Unearned              prehen-
                                  Common   paid in     Retained   Treasury   prehensive   held by      RRP                   sive
                                  stock    capital     earnings   stock      loss, net    ESOP         shares     Total      income
<S>                               <C>      <C>         <C>        <C>        <C>          <C>          <C>        <C>        <C>

Three Months Ended
September 30, 1999

Balance at June 30, 1999          $95      $93,004     $55,173    $      -   $(244)       $(8,598)     $     -    $139,430

Net Income, July 1, 1999
  September 30, 1999                -            -       1,645           -       -              -            -       1,645   $1,645

ESOP shares committed
  to be released                    -            7           -           -       -            159            -         166


Cash dividends paid                 -            -        (513)          -       -              -            -        (513)


Public market purchase of
  857,170 shares of Cohoes
  Bancorp, Inc. common stock        -            -           -     (11,083)      -              -            -     (11,083)


Granting of restricted stock
  under RRP                         -            -           -       4,505       -              -       (4,505)          -


Change in unrealized loss on
  securities available for sale,    -            -           -           -    (105)             -            -        (105)    (105)
  net

Balance, September 30, 1999       $95      $93,011     $56,305    $ (6,578)  $(349)       $(8,439)     $(4,505)   $129,540   $1,540
</TABLE>

     See accompanying notes to conolidated interim financial statements.


<PAGE>

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

<TABLE>
<CAPTION>

                                                                                For the three months ended September 30,

                                                                                       1999                 1998

                                                                                             (In thousands)
<S>                                                                                    <C>                  <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:
CASH FLOWS FROM OPERATING ACTIVITIES:

    Net income                                                                         $  1,645             $   983

  Adjustments to reconcile net income to net cash provided
    by operating activities-

    Depreciation                                                                            328                 327
    Amortization of purchased and originated mortgage servicing rights                       49                  49
    Provision for loan losses                                                               340                 180
    ESOP compensation expense                                                               166                   -
    Net (gain) loss on securities available for sale                                         (1)                  -
    Net premium (discount) amortization of investment securities                             10                  22
    Net premium (discount) amortization of securities available for sale                      -                  (4)
    Net gain on sale of mortgage loans                                                       (2)                 (6)
    Proceeds from sale of loans held for sale                                               877                 378
    Loans originated for sale                                                            (1,062)               (334)
    (Increase) decrease in interest receivable                                             (135)                 57
    Increase in other assets                                                                515                (687)
    Increase (decrease) in other liabilities                                               (409)                166
    Net loss on sale of other real estate owned                                              34                  68

      Total adjustments                                                                     710                 216

      Net cash provided by operating activities                                           2,355               1,199


CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from investment securities called/matured                                        500               2,000
  Purchase of investment securities                                                      (2,014)             (3,991)
  Proceeds from the maturity of securities available for sale                                 -                   -
  Proceeds from securities available for sale called                                          -              15,300
  Proceeds from the sale of securities available for sale                                 1,391                   -
  Purchase of securities available for sale                                                (678)             (9,004)
  Proceeds from principal reduction in investment securities                              1,829               2,213
  Proceeds from principal reduction in securities available for sale                      1,570               1,330
  Net loans made to customers                                                           (31,155)            (16,860)
  Originated mortgage servicing rights                                                        -                   -
  Proceeds from sale of other real estate owned                                             169                  48
  Capital expenditures                                                                     (408)               (243)

      Net cash used in investing activities                                             (28,796)             (9,207)


CASH FLOWS FROM FINANCING ACTIVITIES:
  Net decrease in mortgagors' escrow deposits                                            (5,816)             (4,795)
  Net Increase in borrowings                                                             34,614              19,792
  Net increase (decrease) in deposits                                                     8,197                (893)
  Purchase of treasury shares                                                           (11,083)                  -
  Cash dividends paid                                                                      (513)                  -

      Net cash provided by financing activities                                          25,399              14,104

      Net increase (decrease) in cash and cash equivalents                               (1,042)              6,096

CASH AND CASH EQUIVALENTS, beginning of period                                           11,114              14,229


CASH AND CASH EQUIVALENTS, end of period                                               $ 10,072             $20,325


ADDITIONAL DISCLOSURE RELATIVE TO CASH FLOWS:

  Interest paid                                                                        $  5,277             $ 5,223
  Taxes paid                                                                              1,040                 540


SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES:

      Transfer of loans to other real estate owned                                     $    687             $   410
</TABLE>

     See accompanying notes to consolidated interim financial statements.


<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 months ended September 30, 1999 are
not necessarily indicative of the results of operations that may be expected
for the entire year ending June 30, 2000. 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 Company's 1999 Annual Report on Form 10K.

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 September 30, 1999, 18,363 shares
have been released and 39,880 have been committed to be released from the
ESOP trust for allocation to ESOP participants. Consequently, the remaining
704,573 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 mutual savings
bank, and had no stock outstanding. The following is a reconciliation of the
numerator and denominator for the basic and diluted earnings per share (EPS)
calculations for the three months ended September 30, 1999.

<TABLE>
<CAPTION>
                                                                      Weighted
                                                                      Average
                                                       Net income     shares           Per share
                                                       (numerator)    (denominator)    amount

                                                       (In thousands, except per share amounts)

<S>                                                    <C>            <C>              <C>
Basic EPS                                              $1,645         8,562,120        $ 0.19

Dilutive effect of potential common shares
  related to stock based compensation plans                 -            29,579

                                                       $1,645         8,591,699        $ 0.19
</TABLE>

<PAGE>

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.
<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>
                                                 September 30,1999        June 30, 1999

                                                 Amount      % of Total   Amount      % of Total

                                                            (Dollars in thousands)
<S>                                              <C>         <C>          <C>         <C>
Real estate loans:
  One-to-four family real estate                 $329,284     59.67%      $320,721     61.12%
  Multi-family and commercial real estate         150,403     27.26        138,288     26.35

    Total real estate loans                       479,687     86.93        459,009     87.47

Consumer loans:

  Home equity lines of credit                      19,629      3.56         20,090      3.83
  Conventional second mortgages                    12,101      2.19         12,724      2.42
  Automobile loans                                  9,708      1.76          9,658      1.84
  Other consumer loans                              1,508      0.27          1,244      0.24

    Total consumer loans                           42,946      7.78         43,716      8.33

Commercial business loans                          29,187      5.29         22,054      4.20

    Total loans                                   551,820    100.00%       524,779    100.00%

Less:

  Net deferred loan origination fees and costs        286                      251
  Allowance for loan losses                        (4,333)                  (4,025)

    Net loans receivable                         $547,773                 $521,005
</TABLE>
<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>
                                                                            September 30,   June 30,
                                                                            1999            1999

                                                                             (Dollars in thousands)
<S>                                                                         <C>             <C>
Non-accrual loans:
  One-to-four family real estate                                            $ 1,967         $2,674
  Multi-family and commercial real estate                                     1,300          1,364
  Conventional second mortgages                                                  31              9
  Consumer loans                                                                190            212
  Commercial business loans                                                                     62
                                                                                 62


    Total non-accrual loans                                                   3,550          4,321

Loans contractually past due 90 days or more and still accruing interest:

  Consumer loans                                                                  -              -

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

Troubled debt restructurings                                                    651            672

    Total non-performing loans                                                4,201          4,993

Other real estate owned (ORE)                                                 1,208            724

    Total non-performing assets                                             $ 5,409         $5,717

Allowance for loan losses                                                   $ 4,333         $4,025

Coverage of non-performing loans                                             103.14%         80.62%

Total non-performing loans as a percentage of total loans                       .76%           .95%

Total non-performing loans as a percentage of total assets                      .62%           .77%

</TABLE>
<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 three months
                                                 ended September 30,

                                              1999                  1998

                                                    (In thousands)

Allowance for loan losses, beginning period   $4,025                $3,533
Charge-off loans:
  Real estate loans
    One-to-four family real estate                45                    50
    Multi-family and commercial real estate        -                     -

      Total real estate loan charge-offs          45                    50

  Commercial business loans charge-offs            -                     -

  Consumer loans
    Home equity lines of credit                    -                     -
    Conventional second mortgages                  -                     -
    Automobile loans                               -                     5
    Credit cards                                   -                    61
    Other consumer loans                           5                    10

      Total consumer loan charge-offs              5                    76

  Total charged-offs loans                        50                   126

Recoveries on loans previously charged-off:
  Real estate loans
    One-to-four family real estate                 7                    21
    Multi-family and commercial real estate        -                     -

      Total real estate loan recoveries            7                    21

  Commercial business loan recoveries              -                     1

  Consumer loans
    Home equity lines of credit                    -                     -
    Conventional second mortgages                  -                     -
    Automobile loans                               -                     -
    Credit cards                                   9                     9
    Other consumer loans                           2                     2

      Total consumer loan recoveries              11                    11

  Total recoveries                                18                    33

  Net loans charged-off                           32                    93

  Provision for loan losses                      340                   180

  Allowance for loan losses, end of period    $4,333                $3,620

<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 three month period ending September 30, 1999, total assets of
the company increased $26.7 million, or 4.1%, from $650.5 million at June 30,
1999 to $677.2 million at September 30, 1999. This increase in total assets
was primarily attributable to a $26.8 million, or 5.1%, increase in net loans
receivable which increased from $521.0 at June 30, 1999 to $547.8 million at
September 30, 1999. The increase in the loan portfolio was primarily the
result of an increase in commercial mortgage and commercial business loan
closings during the quarter. The commercial mortgage portfolio increased
$12.1 million, or 8.7% and commercial business loans increased $7.1 million,
or 32.1%.

     Deposits increased $8.2 million, or 1.8%, from $446.1 million at June
30, 1999, to $454.3 million at September 30, 1999. This increase was
primarily attributable to the deposit growth in newly opened branches.

     Borrowings, comprised primarily of Federal Home Loan Bank advances,
increased $34.6 million, or 70.6%, from $49.0 million at June 30, 1999 to
$83.7 million at September 30, 1999. This increase was primarily the result
of additional Federal Home Loan Bank advances used to fund loan growth.

     Total stockholder's equity decreased $9.9 million, or 7.1%, from $139.4
million at June 30, 1999 to $129.5 million at September 30, 1999. The
decrease was primarily attributable to the purchase of treasury stock of
$11.1 million. The book value per share at September 30,1999 was $14.35.


<PAGE>

     Average Balance Sheets.   The following table set forth certain
information relating to the Company for the three months ended September 30,
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 origination fees and costs
which are considered yield adjustments.

<TABLE>
<CAPTION>

                                                        Three Months Ended September 30,

                                                    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                    $540,186      $10,212      7.50%     $424,261      $ 8,590     8.03%
  Securities available for sale         39,212          600      6.07        43,941          705     6.37
  Investments securities                57,668          865      5.95        47,767          707     5.87
  Federal funds sold                       171            2      4.64         3,027           41     5.37
  FHLB stock                             4,065           72      7.03         3,552           64     7.15
  Other interest-earning assets            195            2      4.07           583            9     6.12

  Total interest-earning assets        641,497       11,753      7.27       523,131       10,116     7.67

Non-earning assets                      23,821                               19,107

  Total assets                        $665,318                             $542,238

Interest-bearing liabilities

  Savings accounts                    $136,667        1,003      2.91      $128,438          959     2.96
  School savings accounts               17,044          182      4.24        17,673          246     5.52
  Money market accounts                 26,714          234      3.48        19,561          171     3.47
  Demand deposits                       65,679          103      0.62        53,834           85     0.63
  Time deposits                        204,752        2,623      5.08       229,496        3,335     5.77
  Escrow accounts                        9,765           45      1.83         8,618           39     1.80
  Borrowings                            65,656          924      5.58        25,010          374     5.93

  Total interest-bearing               526,277        5,114      3.86       482,630        5,209     4.28
    liabilities

Other liabilities                        6,274                                5,481
Stockholders' equity                   132,767                               54,127

  Total liabilities and
    stockholders' equity              $665,318                             $542,238

Net interest income                                 $ 6,639                              $ 4,907

Net interest rate spread                                         3.41%                               3.39%

Net earning assets                    $115,220                             $ 40,501

Net yield on average
  interest-earning assets                                        4.11%                               3.72%

Average interest-earning assets to
  average interest-bearing                1.22X                                1.08X
  liabilities
</TABLE>
<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.

                                       Three Months Ended September 30,1999
                                                    Compared to
                                       Three Months Ended September 30,1998

                                       Increase (Decrease)
                                            Due To              Total
                                                                Increase
                                       Volume       Rate        (Decrease)

                                               (Dollars in thousands)

Interest and dividend income from:

Loans receivable                       $4,942       $(3,320)    $1,622
Securities available for sale             (73)          (32)      (105)
Investment securities                     148            10        158
Federal funds sold                        (34)           (5)       (39)
FHLB stock                                 15            (7)         8
Other interest-earning assets

                                           (5)           (2)        (7)

Total interest and dividend income      4,993        (3,356)     1,637


Interest expense for:

Savings accounts                          137           (93)        44
School savings accounts                    (8)          (56)       (64)
Money market accounts                      63             -         63
Demand deposits                            22            (4)        18
Time deposits                            (339)         (373)      (712)
Escrow accounts                             5             1          6
Borrowings                                699          (149)       550

Total interest expense                    579          (674)       (95)

Net interest income                    $4,493       $(2,761)    $1,732

<PAGE>

Comparison of Operating Results for the Three Months Ended
September 30, 1999 and 1998

     For the three months ended September 30, 1999 the Company reported net
income of $1.6 million, as compared to net income of $983,000 for the three
months ended September 30, 1998. Net interest income increased $1.7 million
for the three months ended September 30, 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 $160,000, an increase in noninterest expense of $518,000
and an increase in income tax expense of $376,000.

     Net Interest Income.   Net interest income for the three months ended
September 30, 1999 was $6.6 million, up $1.7 million from the same period
last year. The increase was primarily the result of the increase of $118.4
million in average earning assets from $523.1 million for the three months
ended September 30, 1998 to $641.5 million for the same period this year.
Interest-bearing liabilities also increased during the same period, up $43.6
million. The net impact of these volume increases account for nearly the
entire increase in net interest income. The increase in interest rate spread
of 2 basis points accounted for the remaining increase in net interest
income. The yield on average earning assets decreased from 7.67% to 7.27%,
while the rate paid on average interest-bearing liabilities decreased from
4.28% to 3.86%. The Company's net interest margin for the three months ended
September 30, 1999 was 4.11%, up 39 basis points from 3.72% for the same
period last year.

     Interest Income.   Interest income for the three months ended September
30, 1999 was $11.8 million, up from $10.1 million for the comparable period
in 1998. The largest component of interest income is interest on loans.
Interest on loans increased from $8.6 million for the three months ended
September 30, 1998 to $10.2 million for the three months ended September 30,
1999. This increase of $1.6 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 $115.9 million to $540.2
million, while the yield on loans decreased 53 basis points from 8.03% to
7.50%. The increase in interest on loans was supplemented by increases in
interest on investment securities. Interest income on this category of
earning assets increased $158,000. The average balance of securities
available for sale increased from $47.8 million for the quarter ended
September 30, 1998 to $57.7 million for the quarter ended September 30, 1999.
The average balance of securities available for sale decreased from $43.9
million in the quarter ended September 30, 1998 to $39.2 million in the
quarter ended September 30, 1999, resulting in a $73,000 decrease in interest
income due to volume. The average balance of federal funds sold decreased
from $3.0 million in the quarter ended September 30, 1998 to $171,000 in the
quarter ended September 30, 1999. The decrease in the volume of federal funds
sold resulted in a $34,000 decrease in interest income in the quarter ended
September 30, 1999 as compared to the quarter ended September 30, 1998. The
changes in yield on securities available for sale, federal funds sold and
FHLB stock reduced interest income by $44,000.

     Interest Expense.   Interest expense decreased during the quarter ended
September 30, 1999 to $5.1 million, down from $5.2 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
quarter ended September 30, 1999 was $2.6 million, down $712,000 from the
$3.3 million for the quarter ended September 30, 1998. This decrease is the
result of a decrease in the average balance of time deposits, from $229.5
million for the quarter ended September 30, 1998 to $204.8 million for the
quarter ended September 30, 1999 and a decrease of 69 basis points in the
rates paid on these deposits from 5.77% for the quarter ended September 30,
1998 to 5.08% for the same period in 1999. Interest expense on savings
accounts increased $44,000 for the quarter ended September 30, 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 $8.2 million. Interest on school savings accounts decreased
$64,000, from $246,000 for the quarter ended September 30, 1998 to $182,000
for the quarter ended September 30, 1999, due primarily to a decrease of 128
basis points in the average rate paid on school savings accounts from 5.52%
to 4.24%. Interest on money market accounts increased $63,000, from $171,000
for the quarter ended September 30, 1998 to $234,000 for the quarter ended
September 30, 1999. The increase is attributed to an increase in the average
balance of money market accounts of $7.2 million. Interest on borrowings
increased $550,000, from $374,000 for the quarter ended September 30, 1998 to
$924,000 for the quarter ended September 30, 1999. The increase is primarily
due to a $40.6 million increase in the average balance of borrowings.

<PAGE>

     Provision for Loan Losses.   The provision for loan losses increased from
$180,000 for the quarter ended September 30, 1998 to $340,000 for the quarter
ended September 30, 1999. The increase in the provision is attributed to an
increase in the balance of loans outstanding.

     Noninterest Income.   Total noninterest income for the quarter ended
September 30, 1999 was $662,000, down $16,000 from the $678,000 for the
quarter ended September 30, 1998. Service charges on deposits increased
slightly to $203,000 for the quarter ended September 30, 1999, from $198,000
for the quarter ended September 30, 1998. Loan servicing revenue declined
$29,000 from $105,000 for the quarter ended September 30, 1998 to $76,000 for
the quarter ended September 30, 1999. The decline relates to a reduction in
the balance of loans serviced for others. Other noninterest income increased
$12,000 primarily as a result of the increased volume of ATM surcharges.

     Noninterest Expense.   Total noninterest expense increased $518,000 to
$4.3 million for the quarter ended September 30, 1999, up from $3.8 million
for the comparable period in 1998. The increase in compensation and benefits
of $589,000 was the primary contributor to the overall increase. The increase
in compensation and benefits is primarily attributable to the establishment
of the Company's Employee Stock Ownership Plan, establishment of the
Recognition and Retention Plan, increase of personnel due to the addition of
three new branches and annual merit increases. This increase is partially
offset by a decrease in other noninterest expense of $92,000. This decrease
is due to a decrease of ORE expense of $59,000 and a $30,000 reduction in
foreclosure expense.

     Income Tax Expense.   Income tax expense increased from $629,000 for the
quarter ended September 30, 1998 to $1.0 million for the comparable period in
1999. The increase is primarily the result of increased income before income
tax expense.

<PAGE>

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 Company'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 Company.

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 September 30, 1999, 14.0% of total assets on that date.
As of September 30, 1999, the Bank exceeded all of the capital requirements
of the FDIC. The Bank's regulatory capital ratios at September 30, 1999 were
as follows: Tier I (leverage) capital, 13.9%; Tier I risk-based capital,
21.5%; and Total risk-based capital, 22.4%. 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
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.

<PAGE>

     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.

<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 remainder of the validation phase, including testing
with our service providers and supply vendors, was completed as of 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 were remedied 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.

     Cost.   The Y2K related costs have been expensed as incurred. Management
believes that additional Y2K costs will not be material.

     Customer Education.   In October 1998, the Bank sent out a FDIC Y2K
brochure 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
was distributed during the month of May. Y2K messages will be displayed on
ATM screens, transaction receipts and monthly statements throughout the
remainder of 1999.

     In June of 1999, the Bank hosted a Y2K informational seminar. In
addition to newspaper advertising and branch signs, the Bank publicized the
event by calling hundreds of customers. On September 15, 1999 the Bank
co-sponsored a Community Conversation in conjunction with the President's
Council on Year 2000 Conversion.

Item 3. Quantitative And Qualitative Disclosures About Market Risk

        Not applicable

<PAGE>

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

        (a) A special meeting of stockholders of the registrant was held on
            July 2, 1999.

        (b) The meeting did not involve the election of directors

        (c) The two matters voted on at the meeting were the ratification of
            the adoption of the registrant's 1999 Stock Option and Incentive
            Plan and the ratification of the adoption of the registrant's 1999
            Recognition and Retention Plan. The results of the vote on these
            matters is as follows:

            Stock Option and Incentive Plan:     Recognition and Retention Plan:

            For:             4,915,413 votes     For:           4,877,956 votes

            Against:           618,289 votes     Against:         658,834 votes

            Abstentions:        53,844 votes     Abstentions:      53,182 votes

            Broker non-votes:    2,426 votes     Broker non-votes:   None votes


        (d) None

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

            There was one report on Form 8-K filed during the quarter ended
            September 30,1999:

            1) a) Report dated July 21, 1999

               b) Item 5 - Reporting the issuance of a press release announcing
                  the earnings for the fourth quarter and fiscal year ended
                  June 30, 1999 and the annual meeting date.

               c) Selected consolidated financial information was included
                  in the press release.

<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: November 9,1999               By: /s/ Harry L. Robinson
                                        Harry L. Robinson
                                        President and Chief Executive Officer

Date: November 9, 1999              By: /s/ Richard A. Ahl
                                        Richard A. Ahl
                                        Executive Vice President, Chief
                                        Financial Officer and Secretary