TRUSTCO BANK CORP N Y
8-K, 2000-02-22
STATE COMMERCIAL BANKS
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                  SECURITIES AND EXCHANGE COMMISSION

                        Washington, D.C. 20549


                               FORM 8-K

                            CURRENT REPORT

                 Pursuant to Section 13 or 15(d) of
                 the Securities Exchange Act of 1934


      Date of Report (Date of earliest event reported): February 22, 2000
                                                       (February 21, 2000)

                           TrustCo Bank Corp NY


               (Exact name of registrant as specified in its charter)

                                 New York
                  (State or other jurisdiction of incorporation)



             0-10592                                    14-1630287
         (Commission File Number)           (IRS Employer Identification No.)


              192 Erie Boulevard, Schenectady, New York 12305
              (Address of principal executive offices) (Zip Code)


   Registrant's telephone number, including area code: (518) 377-3311







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<PAGE>


TrustCo Bank Corp NY


Item 5.        Other Events

               A press  release  was issued on  February  21,  2000,  announcing
               Trustco  Bank  Corp  NY  and  Landmark   Financial  Corp.  Merger
               Agreement.  Attached  is the press  release  labeled  as  exhibit
               99(a).




Item 7         (c) Exhibits


               Reg S-K Exhibit No.        Description
                      99(a)            Press release  dated  February 21, 2000,
                                       announcing  Trustco Bank Corp NY and
                                       Landmark Financial Corp Merger Agreement.






















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<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.


Dated: February 22, 2000

                                               TrustCo Bank Corp NY
                                               (Registrant)


                                               By:/s/ William F. Terry
                                                   William F. Terry
                                                   Secretary






















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<PAGE>


                               Exhibits Index




The following exhibits are filed herewith:


Reg S-K Exhibit No.     Description                                 Page
__________________      ____________________________              __________
    99(a)               Press release dated February 21, 2000,         5
                        announcing  Trustco  Bank  Corp NY and
                        Landmark  Financial  Corp Merger
                        Agreement.



























                                     - 4 -
<PAGE>


                                                                Exhibit 99(a)

TRUSTCO
Bank Corp NY                                                News Release
______________________________________________________________________________
192 Erie Boulevard, Schenectady, New York, 12305
(518) 377-3311   Fax: (518) 381-3668

Subsidiary:  Trustco Bank                                   NASDAQ -- TRST




           TrustCo Bank Corp NY                  Landmark Financial Corp
           William F. Terry                      Gordon E. Coleman
           Secretary                             President & CEO
           518-381-3611                          518-673-2012



FOR IMMEDIATE RELEASE:


            TRUSTCO BANK CORP NY  AND  LANDMARK FINANCIAL CORP.
                        ANNOUNCE MERGER AGREEMENT


Schenectady, New York and Canajoharie, New York - February 21, 2000

Robert A.  McCormick,  Chief  Executive  Officer of TrustCo Bank Corp NY (NASDAQ
National Market TRST) and Gordon E. Coleman, Chief Executive Officer of Landmark
Financial  Corp.  (NASDAQ  OTC:BB LMFC) today jointly  announced  that they have
signed an agreement  for TrustCo to acquire  Landmark  Financial  Corp.  and its
subsidiary,  Landmark Community Bank. Landmark shareholders will receive cash in
the  amount of $21 for each  Landmark  share.  The  transaction  is  subject  to
shareholder and regulatory approval and is expected to be completed in the third
quarter of 2000.











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<PAGE>

"The acquisition of Landmark extends our market coverage into western Montgomery
County," stated McCormick.  "Landmark's  presence in Montgomery County adds that
new territory to the nine counties  where TrustCo is now  represented.  Landmark
Community Bank will remain as a separate subsidiary of TrustCo and its customers
will benefit from our ability to offer them additional services. We look forward
to welcoming the Landmark employees to our staff."

"We are very pleased to merge our company into an organization  with such a fine
track record for offering high quality,  low cost services,"  said Coleman,  who
will continue as CEO of Landmark Community Bank.

Landmark  Financial  Corp,  with  assets of $26  million,  operates an office in
Canajoharie,  New York. TrustCo,  with assets of $2.4 billion,  presently has 53
locations in nine counties in the Capital Region of New York State.


                                   * * *

















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