TRUSTCO
Bank Corp NY
________________________________________________________________
Subsidiary: Trustco Bank,
National Association
William F. Terry
Secretary
May 21, 1996
VIA EDGAR
___________
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: TrustCo Bank Corp NY Commission File No. 0-10849/Post-
Effective Amendment No. 1 to Registration Statement
No. 33-46044 on Form S-3 for TrustCo Bank Corp NY
Dividend Reinvestment Plan
Ladies and Gentlemen:
Transmitted herewith for filing in EDGAR format is Post-Effective
Amendment No. 1 to Registration Statement No. 33-46044 on Form S-
3 for TrustCo Bank Corp NY Dividend Reinvestment Plan.
If you have any questions with respect to these materials, please
call.
Very truly yours,
/s/William F. Terry
Attachment
320 State Street
P.O. Box 1082
Schenectady, New York 12301 (518) 377-3311
Registration No. 33-46044
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_________________________
TrustCo Bank Corp NY
(Exact Name of registrant specified in its charter)
New York 6711 14-1630287
(State of (Primary Standard (IRS Employer
Incorporation) Classification Code Number)
320 State Street, Schenectady, New York 12305 (518) 377-3311
(Address, including ZIP code, and telephone number, including
area code, of registrant's principal executive offices)
_________________________
WILLIAM F. TERRY
Secretary
TrustCo Bank Corp NY
320 State Street
Schenectady, New York 12305
(518) 377-3311
(Name and address including zip
code, and telephone number,
including area code, of agent for service)
With Copies To:
ANGELA F. BRALY, Esq.
Lewis, Rice & Fingersh, L.C.
500 N. Broadway, Suite 2000
St. Louis, Missouri 63102
(314) 444-7600
____________________________
EXPLANATORY NOTE
The Registrant files this Post-Effective Amendment No. 1
to reflect the changes to the Registrant's Dividend
Reinvestment Plan (the "Plan") relating to the resignation
of the designated agent for Plan purchases and sales and the
assumption by the Trust Department of Trustco Bank, National
Association, the Plan Administrator, of the responsibilities
previously held by the designated Agent of the Plan. The
following letter was mailed to all participants of the Plan
and will be distributed as part of the prospectus for the
Plan.
Dear Dividend Reinvestment Plan Participant:
Glen Falls National Bank & Trust Company has notified
Trustco Bank, National Association, the Administrator
of the Dividend Reinvestment Plan, that it will resign
effective April 1, 1996, as designated agent for Plan
purchases and sales.
Accordingly, on April 1, 1996, purchases and sales
made on behalf of the dividend reinvestment plan
participants will be made by the Trust Department of
Trustco Bank, National Association, as Plan
Administrator. As a result, all references to "Agent"
in the plan prospectus will hereinafter refer to
Trustco Bank, National Association. This transition
is not expected to impact you as a shareholder and
plan participant.
If you have any questions regarding this matter,
please feel free to contact TrustCo Bank Corp NY
Shareholder Services at (518) 381-3601.
Sincerely,
/s/ William F. Terry
___________________________
William F. Terry
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Schenectady, State
of New York, on May 21, 1996.
TRUSTCO BANK CORP NY
By: /s/ Robert A. McCormick
__________________________
Robert A. McCormick
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities indicated on May 21,
1996.
Name Title/Position
_______ __________________
/s/ Robert A. McCormick President, Chief Executive
____________________________ Officer and Director
Robert A. McCormick (principal executive
officer)
/s/ Robert T. Cushing Vice President and Chief
____________________________ Financial Officer (principal
Robert T. Cushing financial officer and
principal accounting officer)
* Director
____________________________
Barton A. Andreoli
* Director
____________________________
Lionel O. Barthold
* Director
____________________________
M. Norman Brickman
* Director
____________________________
Nancy A. McNamara
* Director
____________________________
Dr. John S. Morris
* Director
____________________________
James H. Murphy, D.D.S.
* Director
____________________________
Richard J. Murray, Jr.
* Director
____________________________
Kenneth C. Petersen
* Director
____________________________
William D. Powers
* Director
____________________________
William J. Purdy
* Director
____________________________
William F. Terry
* Director
____________________________
Philip J. Thompson
*By: /s/ William F. Terry
______________________
William F. Terry
Attorney-in-fact
