UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
ALBANK FINANCIAL CORPORATION
(Name of Issuer)
Common Stock par value $ 0.01 per share
(Title of Class of Securities)
012046108
(CUSIP Number)
Check the following box if a fee is being paid with this statement.[]
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership
of five percent or less of such class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
CUSIP No. 012046108 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ALBANK, FSB,
Incentive Savings and Employee Stock Ownership Plan
(IRS No. 14-1590783)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) []
(b) []
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Federally chartered stock savings institution's
employee benefit plan organized in New York.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
---
6 SHARED VOTING POWER
914,380
7 SOLE DISPOSITIVE POWER
---
8 SHARED DISPOSITIVE POWER
914,380
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
914,380
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.08%
12 TYPE OF REPORTING PERSON*
EP
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1(a). Name of Issuer:
ALBANK Financial Corporation (the "Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices:
ALBANK Financial Corporation
10 North Pearl Street
Albany, New York 12207
Item 2(a). Name of Person Filing:
ALBANK, FSB, Incentive Savings and
Employee Stock Ownership Plan (the "Plan")
Item 2(b). Address of Principal Business Office or if None, Residence:
ALBANK, FSB
10 North Pearl Street
Albany, New York 12207
Item 2(c). Citizenship:
Federally chartered stock savings institution's
employee benefit plan organized in New York
Item 2(d). Title of Class of Securities:
Common Stock par value $0.01 per share (the "Common Stock")
Item 2(e). CUSIP Number:
012046108
Item 3. If this statement is filed pursuant to Rules 13d-l(b) or 13d-2(b),
check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Act;
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act;
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act;
(e) [ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940;
(f) [x] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund; see 240.13d-l(b)(1)(ii)(F);
(g) [ ] Parent Holding Company, in accordance with
240.13d-1(b)(l)(ii)(G);
(h) [ ] Group, in accordance with 240.13d-1(b)(l)(ii)(H).
Item 4. Ownership:
(a) Amount Beneficially Owned as of December 31, 1997: 914,380
shares.
(b) Percent of Class: 7.08%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
___
(ii) shared power to vote or to direct the vote:
914,380
(iii) sole power to dispose or to direct the disposition of:
___
(iv) shared power to dispose or to direct the disposition of:
914,380
As of December 31, 1997, the reporting person beneficially owned
914,380 shares of Common Stock. In accordance with Rio Grande
Industries, Incorporated, SEC No Action Letter, [1989-1990 Transfer
Binder] Fed. Sec. L. Rep. (CCH) 79,318 (publicly available
April 5, 1989), this number of shares represents all of the
unallocated shares of Common Stock in the employee stock ownership
portion of the Plan as of December 31, 1997 (759,007 shares), plus
the number of allocated shares of Common Stock in each of the employee
stock ownership and the 401(k) portions of the Plan for which no voting
instructions were received in the Issuer's most recent meeting of
shareholders held on May 21, 1997 (126,360 shares and 29,013 shares,
respectively). 914,380 shares represents 7.08% of the Common Stock,
based upon 12,906,845 shares of the Common Stock outstanding as of
December 31, 1997. As of December 31, 1997, the reporting person
has sole power to vote or to direct the vote of none of the shares of
Common Stock and shared power with the participants in the Plan to
vote or to direct the vote of 914,380 of the shares of Common Stock.
As of December 31, 1997, the reporting person has sole power to
dispose or to direct the disposition of none of the shares of Common
Stock and shared power with the participants in the Plan to dispose
or to direct the disposition of 914,380 of the shares of Common Stock.
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the
following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
The reporting person is an employee benefit plan subject to the
provisions of the Employee Retirement Income Security Act of 1974,
as amended.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company:
Not Applicable.
Item 8. Identification and Classification of Members of the Group:
Not Applicable.
Item 9. Notice of Dissolution of Group:
Not Applicable.
Item 10. Certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the control
of the issuer of such securities and were not acquired in connection
with or as a participant in any transaction having such purpose or effect.
Signature.
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Dated: February 10, 1998
ADMINISTRATIVE COMMITTEE OF THE
HUMAN RESOURCES COMMITTEE OF THE
BOARD OF DIRECTORS OF ALBANK, FSB
By
Name: Herbert G. Chorbajian
Title: Member
