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

                                    FORM 10-K/A

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [Fee Required]

                  For the fiscal year ended September 30, 1998
                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [No Fee Required]

                         Commission file number 000-29666

                   ADIRONDACK FINANCIAL SERVICES BANCORP, INC.
             (Exact Name of Registrant as Specified in its Charter)

        Delaware                                             14-1801465
--------------------------------------------------------------------------------
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                           Identification No.)
--------------------------------------------------------------------------------
               52 North Main Street, Gloversville, New York 12078
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)
--------------------------------------------------------------------------------
       Registrant's telephone number, including area code: (518)725-6331

           Securities Registered Pursuant to Section 12(b) of the Act:
                                      None

           Securities Registered Pursuant to Section 12(g) of the Act:

                     Common Stock, par value $0.01 per share
                                (Title of Class)

     Indicate  by check  mark  whether  the  Registrant  (1) filed  all  reports
required to be filed by Section 13 or 15(d) of the  Exchange Act during the past
twelve months (or for such shorter  period that the  Registrant  was required to
file such reports),  and (2) has been subject to such  requirements for the past
90 days. YES [X] NO [ ]

     Indicate by check mark if there is no disclosure  of  delinquent  filers in
response to Item 405 of Regulation S-K contained in this form, and no disclosure
will be contained, to the best of Registrant's knowledge, in definitive proxy or
information  statements  incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]

     As of September 30, 1998, there were issued and outstanding  663,243 shares
of the Registrant's Common Stock. The aggregate market value of the voting stock
held by non-affiliates  of the Registrant,  computed by reference to the closing
price of such stock on the Nasdaq  National Market as of September 30, 1998, was
approximately $8.3 million. (The exclusion from such amount of the market value
of the  shares  owned by any  person  shall not be deemed  an  admission  by the
Registrant that such person is an affiliate of the Issuer.)

<PAGE>

                   ADIRONDACK FINANCIAL SERVICES BANCORP, INC.

                         1998 FORM 10-K/A ANNUAL REPORT

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
<S>              <C>                                                        <C>
                                    PART III

Item 10.          Directors and Executive Officers of the Registrant.........1

Item 11.          Executive Compensation.....................................2

Item 12.          Security Ownership of Certain Beneficial Owners and
                  Management.................................................5

Item 13.          Certain Relationships and Related Transactions.............6

</TABLE>

<PAGE>
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

      The following table sets forth certain information  regarding the Board of
Directors of Adirondack  Financial Services Bancorp,  Inc.  ("Adirondack") as of
September 30, 1998.

<TABLE>
<CAPTION>


<S>                <C>   <C>                             <C>       <C>     <C>                      <C>

                                                                             Shares of
                                                                             Common Stock
                                                                             Beneficially Owned at
                                                           Director Term to  September 30,
Name               Age(1) Position(s) Held in the Company  Since(2) Expire   1998                     Percent of Class


Priscilla J. Bell    49   Director                          1996      2002        4,250                      (3)
Robert J. Sofarelli  54   Director                          1993      2002        1,500                      (3)
Timothy E. Delaney   36   Director                          1993      2001       15,000                     2.26%
Lewis E. Kolar       61   Director, President               1995      2001        8,432                     1.27%
                           & Chief Executive Officer
Donald I. Lee        72   Director and Recording            1971      2000          500                      (3)
                           Secretary
Richard D. Ruby      50   Chairman of the Board             1975      2000       18,755                     2.83%

</TABLE>


     (1) As of September 30, 1998.
     (2) Includes  service as a director of Gloversville  Federal Savings & Loan
     Association.
     (3) Less than 1.0%.

     The business experience of each of Adirondack's  directors for at least the
past five years is as follows:

     Dr.  Priscilla  J. Bell.  Dr.  Bell has served as the  President  of Fulton
Montgomery  Community  College since 1995. From 1978 to 1995, Dr. Bell worked at
the Tacoma Community College, Tacoma, Washington,  where she was Dean of Student
Services.

     Timothy E.  Delaney.  Mr.  Delaney  is the  President  and Chief  Financial
Officer of Delaney  Construction  Corporation,  a company  specializing in heavy
highway construction, which he founded in 1982.

     Lewis E. Kolar.  Mr. Kolar is the President and Chief Executive  Officer of
the  Association,  a position he has held since October 1994. Mr. Kolar has more
than 20 years of commercial  banking  experience  including  service as a Senior
Vice-President  and  Regional  Executive  Officer at the  National  Bank & Trust
Company, Norwich, New York, from 1989 to 1994.

     Donald I. Lee. Mr. Lee is the President of Lee & Lee  Associates,  Saratoga
Springs, New York, and a partner in Lee's Deer Run Bed & Breakfast,  Stillwater,
New York.

     Richard D. Ruby. Mr. Ruby has been the owner and President of Ruby & Quiri,
Inc., a home furnishings center, located in Gloversville, New York, since 1969.

     Dr. Robert J. Sofarelli.  Dr. Sofarelli has been a veterinarian since 1971,
and is the owner of  Saratoga  Veterinary  Hospital,  Planned  Pets,  a Saratoga
veterinary  hospital and Paws & Claws,  a  distributor  of pet foods  located in
Wilton, New York.

     The Following table sets forth certain information  regarding the executive
officers of Adirondack.

<TABLE>
<CAPTION>
<S>               <C>
Name              Title

Lewis E. Kolar    President and Chief  Executive  Officer
Menzo D. Case     Executive Vice-President, Chief Financial Officer and Secretary
</TABLE>

     Executive  Officers Who Are Not Directors.  The business  experience of the
executive officers who are not also directors is set forth below.

     Menzo D. Case,  age 35. Mr. Case is a certified  public  accountant and has
served as the Association's Treasurer since December 1993. Mr. Case was promoted
to  Executive  Vice  President  and  Chief  Operating   Officer  in  July  1994.
Previously, Mr. Case was an accountant with KPMG Peat Marwick from 1989 to 1993.

<PAGE>

            SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section  16(a) of the  Exchange  Act requires  Adirondack's  directors  and
executive  officers,  and persons who own more than 10% of a registered class of
Adirondack's  equity  securities,  to file  with  the  SEC  initial  reports  of
ownership  and reports of changes in  ownership of  Adirondack  Common Stock and
other equity securities of Adirondack.  Officers, directors and greater than 10%
stockholders  are required by SEC regulations to furnish  Adirondack with copies
of all Section 16(a) forms they file.

     To Adirondack's  knowledge,  based solely on a review of the copies of such
reports  furnished  to  Adirondack  and  written  representations  that no other
reports were  required  during the fiscal year ended  September  30,  1998,  all
Section 16(a) filing  requirements  applicable  to its  officers,  directors and
greater than 10% beneficial owners were complied with.

ITEM 11. EXECUTIVE COMPENSATION

     The following table sets forth information concerning the compensation paid
or granted to  Adirondack's  Chief  Executive  Officer for fiscal 1998. No other
employee of Adirondack earned compensation in excess of $100,000.


                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>

                           Annual Compensation(1) Awards        Long-Term Compensation
<S>                         <C>   <C>     <C>   <C>          <C>        <C>     <C>
                                                             Restricted
                                                Other Annual   Stock    Options/  All Other
Name and Principal Position Year  Salary  Bonus Compensation  Award(s)    SARs  Compensation (2)
                                                   ($)          ($)       ($)
Lewis E. Kolar               1998 $84,000    ---   ---          N/A       N/A    11,222
                             1997 $83,077 $8,400   ---          N/A       N/A    11,731


</TABLE>

----------------------
          (1) In  accordance  with the revised  rules on executive  compensation
     disclosure  adopted by the  Securities  and  Exchange  Commission  ("SEC"),
     Summary  Compensation  information  is excluded  for the fiscal years ended
     December 31, 1995 and 1996.

          (2) Pursuant to SEC rules,  the table above excludes  perquisites  and
     other personal benefits which do not exceed the lesser of $50,000 or 10% of
     salary and bonus.

EMPLOYMENT  AGREEMENTS

     The  Association  has entered into change in control  severance  agreements
with Messrs.  Kolar and Case. The  agreements  provide for an initial term of 24
months and 12 months, respectively. The agreements provide for extensions of one
year, on each  anniversary of the effective date of the agreement,  subject to a
formal performance evaluation performed by disinterested members of the Board of
Directors of the Association.  The agreement  provides for termination for cause
or in certain events specified by OTS regulations.

     The agreements  provide for a lump sum payment to Mr. Kolar and Mr. Case of
200% and 100% of their  respective  annual base  compensation  and the continued
payment for the  remaining  term of the  contract  of life and health  insurance
coverage  maintained  by the  Association  in the event  there is a  "change  in
control" of the Association where employment terminates  involuntarily following
such change in control.  This termination payment is subject to reduction to the
extent  non-deductible for federal income tax purposes.  For the purposes of the
agreements,  a "change in control"  is defined as any event which would  require
the filing of an application  for  acquisition of control or notice of change in
control  pursuant to 12 C.F.R.  Section 574.3 or 4 or any successor  regulation.
Such events are generally  triggered  prior to the acquisition of control of 10%
of the Company's Common Stock.


DIRECTOR COMPENSATION

     The Company does not  compensate  the directors for serving on the Board of
the Company. Directors of the Association are paid a fee of $950 per meeting for
serving on the Board of  Directors,  and the Chairman of the Board is paid a fee
of $1,050 per  meeting.  These fees are paid only to Board  members  who are not
employees.

<PAGE>


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT

     As of September 30, 1998,  there were 663,243  shares of Adirondack  Common
Stock issued and outstanding.

     The  following  table  sets  forth,  as  of  September  30,  1998,  certain
information  as to  (i)  those  persons  who  were  known  by  management  to be
beneficial owners of more than 5% of the outstanding shares of Adirondack Common
Stock and (ii) the shares of Adirondack Common Stock  beneficially  owned by the
directors, nominees and executive officers of FirstFederal as a group.

     The following  table sets forth  information  regarding share ownership of:
(i) those persons or entities known by management to beneficially  own more than
five percent of the Common Stock and (ii) all directors  and executive  officers
of the Company and the Association as a group. Shares Beneficially Owned Percent
Beneficial Owner at September 30, 1998 of Class.

<TABLE>
<CAPTION>

<S>
                                                                                                       <C>   
                                                                    Shares Beneficially Owned          Percent
                           Beneficial Owner                                at September 30, 1998       of Class

------------------------------------------------------------------------------------------------------------------------------------
Five Percent Beneficial Owners                                                                                   
Gloversville Federal Savings and Loan Association Employee Stock
Ownership Plan.                                                                52,900                  7.98%   

                                                                                                              
Directors and Named Officers

Lewis E. Kolar, Director, President and Chief Executive Officer                 8,432                  1.27%

Menzo D. Case, Executive Vice-President,                                                                        
   Chief Financial Officer and Secretary                                        5,370                   (1) 

Priscilla J. Bell, Director                                                     4,250                   (1) 

Timothy E. Delaney, Director                                                   15,000                  2.26%

Donald I. Lee, Director                                                           500                   (1)

Richard D. Ruby, Chairman of the Board                                         18,755                  2.83%

Robert J. Sofarelli, Director                                                   1,500                   (1)
                                                                               
All Directors and Officers as a Group (7 persons)                              53,807                   8.11%(2)                  
</TABLE>

----------------------- 
(1) Less than 1.0%.

(2) The group includes all current directors and nominees,  includes shares held
directly,  as well as shares held  jointly with family  members,  shares held in
retirement accounts,  held in a fiduciary capacity or by certain family members,
with  respect to which  shares the listed  individuals  or group  members may be
deemed to have sole or shared voting and/or  investment  power.  The amount also
includes 1,471 shares allocated to the accounts of participants under the ESOP.

<PAGE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The  Association  follows a policy of granting  loans to the  Association's
directors, officers and employees. The loans to executive officers and directors
are made in the ordinary course of business and on the same terms and conditions
of those of comparable  transactions  prevailing at the time, in accordance with
the  Association's  underwriting  guidelines  and do not  involve  more than the
normal  risk  of  non-collectibility  of  present  other  unfavorable  features;
provided  however,  that under the Association's  current policy,  employees are
eligible  for a 50 basis  point  reduction  on  interest  rates  on  residential
mortgage  loans.  Loans  to all  directors  and  executive  officers  and  their
associates,  including  outstanding balances and commitments totaled $394,168 at
September  30,  1998,  which was 11.2% of  retained  earnings  and 4.3% of total
stockholders' equity at that date.

<PAGE>
                                   SIGNATURES


         Pursuant  to the  requirements  of  Section  15(d)  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.

                                           ADIRONDACK FINANCIAL SERVICES
                                           BANCORP, INC.



                                           By:/s/Lewis E. Kolar
                                              ----------------------------------
                                           Lewis E. Kolar, President,
                                           Chief Executive Officer and Director
                                              (Duly Authorized Representative)

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this report has been signed below by the following persons in the capacities and
on the dates indicated.

/s/Lewis E. Kolar                       /s/Richard D. Ruby
--------------------------------        ----------------------------------------
Lewis E. Kolar, President,              Richard D. Ruby, Chairman of the Board
  Chief Executive Officer and Director
(Principal Executive and Operating Officer)

Date: January 28, 1999                   Date: January 28, 1999
      -----------------------                  --------------------------

/s/Priscilla J. Bell                         /s/Timothy E. Delaney
---------------------------------            -----------------------------------
Priscilla J. Bell, Director                  Timothy E. Delaney, Director
                                            

Date: January 28, 1999                       Date: January 28, 1999


/s/Donald I. Lee                             /s/Robert J. Sofarelli
----------------------------------           -----------------------------------
Donald I. Lee, Director and Recording        Robert J. Sofarelli, Director
Secretary

Date: January 28, 1999                       Date: January 28, 1999