[LETTERHEAD OF KEEFE, BRUYETTE & WOODS, INC.]
CONSENT OF KEEFE, BRUYETTE & WOODS, INC.
We hereby consent to the inclusion of our opinion letter to the Board of
Directors of Cohoes Bancorp, Inc. ("Cohoes") , to be dated the date of the Joint
Proxy Statement/Prospectus which forms a part of the Registration on Form S-4
relating to the proposed merger of Cohoes with Hudson River Bancorp, Inc., as
Appendix C to the Joint Proxy Statement/Prospectus, and to the references to
such opinion in such Joint Proxy Statement/Prospectus under the captions
"SUMMARY -- Opinions of Financial Advisors," and "THE MERGER -- Background of
the Merger," "-- Cohoes' Reasons for the Merger," and "--Opinion of Cohoes'
Financial Advisor." In giving such consent, we do not admit that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder, nor do we thereby admit that we
are expects with respect to any part of such Registration Statement within the
meaning of the term "experts" as used in the Securities Act of 1933, as amended,
or the rules and regulations of the Securities and Exchange Commission
thereunder.
KEEFE, BRUYETTE & WOODS, INC.
By: /s/ Keefe, Bruyette & Woods, Inc.
Dublin, Ohio
June 23, 2000
