|Date of Report (Date of earliest event reported)             
|-------------------------------------------------------------
|                                                             
|                                                             
|September 28, 2000                                           
|                                                             
|                                                             
|HUDSON RIVER BANCORP, INC.                                   
|(Exact name of Registrant as specified in its Charter)       
|                                                             
|                                                             
|Delaware                                                     
|(State or otherjurisdiction ofincorporation)                 
|                                                             
|                                                             
|One Hudson City Centre, Hudson, New York,      12534         
|(Address of principal executive offices)       (Zip Code)    
|                                                             
|                                                             
|Registrant's telephone number, including area code:          
|                                                             
|                                                             
|N/A                                                          
|(Former name or former address, if changed since last report)
|                                                             
|                                                             

|                           |     | **HUDSON RIVER BANCORP, INC.**
|-------------------------- | --- | ------------------------------
|                           |     |                               
|                           |     |                               
|Date:      October 6, 2000 | By: | /s/      Timothy E. Blow      
|                           |     |                               
|                           |     | Timothy E. Blow               
|                           |     | Chief Financial Officer       

|    | Exhibit Number                                                                                                                                          | Description                                                                                                                                                          
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                         |                                                                                                                                                                      
|    |                                                                                                                                                         |                                                                                                                                                                      
|    | 2.1                                                                                                                                                     | Termination and Settlement Agreement, dated as of September 28, 2000, between Cohoes Bancorp, Inc. and Hudson River Bancorp, Inc.                                    
|    |                                                                                                                                                         |                                                                                                                                                                      
|    |                                                                                                                                                         |                                                                                                                                                                      
|    | 2.2                                                                                                                                                     | Amendment No. 1 to the Stock Option Agreement dated as of April 25, 2000 between Cohoes Bancorp, Inc. and Hudson River Bancorp, Inc.,
dated as of September 28, 2000.
|    |                                                                                                                                                         |                                                                                                                                                                      
|    |                                                                                                                                                         |                                                                                                                                                                      
|    | 2.3                                                                                                                                                     | Amendment No. 1 to the Stock Option Agreement dated as of April 25, 2000 between Hudson River Bancorp, Inc. and Cohoes Bancorp, Inc.,
dated as of September 28, 2000.
|    |                                                                                                                                                         |                                                                                                                                                                      
|    |                                                                                                                                                         |                                                                                                                                                                      
|    | 99.1                                                                                                                                                    | Press Release dated September 28, 2000 (1).                                                                                                                          
|    |                                                                                                                                                         |                                                                                                                                                                      
|    |                                                                                                                                                        
|(1) | Incorporated by reference from a filing made pursuant to Rule 425 and/or Rule 14a-12 with the Securities and Exchange Commission on September 29, 2000.