SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE TO
                                 (Rule 14d-100)

           TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 1)

                              COHOES BANCORP, INC.
                    ----------------------------------------
                           (Name of Subject Company)

                            AMBANC HOLDING CO., INC.
                    ----------------------------------------
                      (Name of Filing Persons -- Offeror)

                     COMMON STOCK, PAR VALUE $.01 PER SHARE
                    ----------------------------------------
                         (Title of Class of Securities)

                                   192 513 109
                    ----------------------------------------
                     (CUSIP Number of Class of Securities)

                                John M. Lisicki
                     President and Chief Executive Officer
                               11 Division Street
                           Amsterdam, New York 12010
                                 (518) 842-7200
                    ----------------------------------------
                 (Name, Address and Telephone Number of Person
     Authorized to Receive Notices and Communications on Behalf of Bidder)

                                   Copies to:
                              John J. Spidi, Esq.
                           Malizia Spidi & Fisch, PC
                       1301 K Street, N.W. Suite 700 East
                             Washington, D.C. 20005
                                (202) 434 - 4660


[ ] Check the box if the filing  relates  solely to  preliminary  communications
    made before the commencement of a tender offer.

Check the  appropriate  boxes below to designate any  transactions  to which the
statement relates:

[X] third-party tender offer subject to Rule 14d-1.
[  ] issuer tender offer subject to Rule 13e-4.
[  ] going-private transaction subject to Rule 13e-3.
[  ] amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ].



                                   SCHEDULE TO

     This Amendment No. 1 amends and  supplements  the Tender Offer Statement on
Schedule TO, dated August 9, 2000 (the  "Schedule  TO")  relating to an offer by
Ambanc Holding Co., Inc., a Delaware Corporation, ("Ambanc"), to purchase all of
the outstanding shares of common stock, par value $0.01 per share (the "Shares")
of Cohoes Bancorp, Inc. for $16.50 per Share, net to the seller in cash, without
interest thereon,  upon the terms and subject to the conditions set forth in the
Offer to  Purchase,  dated  August  9, 2000 (the  "Offer to  Purchase")  and the
related  Letter of  Transmittal  (which,  together  with the Offer to  Purchase,
constitutes  the  "Offer"),  copies of which were attached to the Schedule TO as
Exhibits (a)(1) and (a)(2), respectively.

     All of the  information  in the Offer to Purchase and the related Letter of
Transmittal is hereby  incorporated by reference in answer to Items 1 through 11
of the Schedule TO.

ITEM 4.  TERMS OF THE TRANSACTION.

     Item 4 of the Schedule TO is hereby amended and supplemented as follows:

1.   The subsection under Section 12. CERTAIN  CONDITIONS OF THE OFFER
     entitled "REMOVAL OF IMPEDIMENTS  CONDITION" beginning on page 21
     of the Offer to  Purchase  is revised in its  entirety to read as
     follows:

REMOVAL OF IMPEDIMENTS CONDITION

     Cohoes'  Certificate  of  Incorporation   provides  that  certain  business
combinations with an interested  shareholder require the affirmative vote of the
holders of at least 80% of the voting power of the  outstanding  shares of stock
of  Cohoes  entitled  to  vote  in the  election  of  directors.  Generally,  an
interested  shareholder  is any person,  other than Cohoes or any  subsidiary of
Cohoes, that is the beneficial owner,  directly or indirectly,  of more than 10%
of the voting  power of the  outstanding  voting  stock of Cohoes.  The business
combination  provisions  relating  to  interested  shareholders  also  apply  to
affiliates of interested shareholders.  Business combinations subject to the 80%
shareholder  approval  requirement  include,  among other things,  any merger or
consolidation  of  Cohoes  or any  subsidiary  of  Cohoes  with  the  interested
shareholder  or  an  affiliate  of  the  interested   shareholder.   A  business
combination  with an  interested  shareholder  may  avoid  the  80%  shareholder
approval  requirement,  needing  only an  affirmative  vote of a majority of the
voting power of the  outstanding  shares of stock of Cohoes  entitled to vote in
the election of directors,  if the business  combination  has been approved by a
majority of the disinterested  directors of Cohoes, the fair market value of the
consideration received per share by the holders of Cohoes Common Stock equals or
exceeds  the  higher  of  certain  fair  price  determinations,  the  interested
shareholder  and its  affiliates  refrain from engaging in certain  self-dealing
transactions with Cohoes prior to consummation of the business combination,  and
a proxy or information  statement  describing the proposed business  combination
and  complying  with  the  requirements  of the  1934  Act has  been  mailed  to
shareholders  of  Cohoes  at least 30 days  prior  to the  consummation  of such
business combination.

     The DGCL contains a statute designed to provide Delaware  corporations with
protection against certain takeover attempts.  The statute, which is codified in
Section 203 of the DGCL ("Section 203"), among other things, prohibits Cohoes (a
Delaware corporation) from engaging in certain business

                                      -2-


combinations  (including a merger) with a person who is the beneficial  owner of
15% or more of Cohoes'  outstanding  voting stock (an "Interested  Shareholder")
during the three-year period following the date such person became an Interested
Shareholder.  This  restriction does not apply if: (i) before such person became
an Interested  Shareholder,  the board of directors  approved the transaction in
which the Interested  Shareholder becomes an Interested  Shareholder or approved
the business  combination;  or (ii) upon  consummation of the transaction  which
resulted in the shareholder becoming an Interested  Shareholder,  the Interested
Shareholder owned at least 85% of the voting stock of Cohoes  outstanding at the
time the transaction commenced, excluding for purposes of determining the number
of shares  outstanding,  those shares owned by (a) persons who are directors and
also officers and (b) employee stock plans in which employee participants do not
have the right to determine  confidentially  whether  shares held subject to the
plan will be tendered in a tender or exchange  offer;  or (iii) on or subsequent
to such date, the business combination is approved by the board of directors and
authorized at an annual or special meeting of  shareholders,  and not by written
consent,  by the  affirmative  vote of at least  two-thirds  of the  outstanding
voting  stock  which is not owned by the  Interested  Shareholder.  Section  203
provides that a Delaware  corporation may exempt itself from the requirements of
the  statute by  adopting  an  amendment  to the  corporation's  certificate  of
incorporation.  Cohoes' Certificate does not exempt Cohoes from the requirements
of Section 203. A copy of Section 203 is attached hereto as Schedule III.

     The New York  charter of Cohoes  Savings  Bank,  the thrift  subsidiary  of
Cohoes, contains a provision which currently prevents any person from acquiring,
directly  or  indirectly,  more than ten percent of any class of stock of Cohoes
Savings Bank. Because Cohoes Savings Bank is owned and controlled by Cohoes, the
acquisition  of Cohoes Common Stock pursuant to the Offer may be deemed to be an
indirect  acquisition  of the equity  securities  of Cohoes  Savings Bank which,
accordingly, may result in a violation of the New York charter of Cohoes Savings
Bank.  This ownership  limitation is being  maintained on a permissive  basis by
Cohoes Savings Bank and may be lawfully removed by amendment to its charter. The
charter  of Cohoes  Savings  Bank  could be  amended  through  the  adoption  of
appropriate  resolutions by the board of directors of Cohoes Savings Bank -- who
are  substantially  the same  individuals  as the  directors  of Cohoes -- which
resolutions  would  thereafter  be  approved by the Cohoes  Board  acting on its
behalf as the sole shareholder of Cohoes Savings Bank.

     All of the above are impediments to the  consummation of the  Ambanc-Cohoes
Merger.  The  Removal  of  Impediments  Condition  provides  that  Ambanc is not
required to purchase  shares of Cohoes Common Stock and may terminate,  amend or
extend  the  Offer,  unless  the  above  impediments  are  removed.  This can be
satisfied by the Cohoes Board approving the Offer and the Ambanc-Cohoes  Merger.
The   consideration   offered  pursuant  to  the  Offer  meets  the  fair  price
requirements of the business combination  provisions of Cohoes' Certificate and,
except for the required approval of Cohoes' directors, satisfaction of the other
conditions would be within Ambanc's  control.  Accordingly,  the approval of the
Offer and the Ambanc-Cohoes  Merger by the Cohoes Board (other than any director
nominated by Ambanc and  thereafter  elected to the Cohoes  Board) would obviate
the 80% vote  requirement  of  Cohoes'  Certificate  and also make  Section  203
inapplicable to the  transaction.  As part of its approval of the  Ambanc-Cohoes
Merger,  the Cohoes Board would also have to make  appropriate  arrangements for
amendment to the charter of Cohoes  Savings Bank to eliminate the 10% or greater
ownership prohibition contained therein.


     In order to complete its acquisition of Cohoes in the Cohoes-Ambanc  Merger
following the  consummation  of the Offer,  Ambanc would need to be able to vote
the shares  tendered to it. The Cohoes'  Certificate,  however,  provides that a
beneficial  owner of more than 10% of the voting  stock of Cohoes is

                                      -3-


prohibited  from voting more than 10% of the stock of Cohoes (the "10%  Limit").
Removal of this provision  would require the approval of 80% of the voting power
of all  outstanding  Cohoes  shares.  Thus, the completion of the Offer could be
delayed due to the need to hold a meeting of Cohoes  stockholders  to approve an
amendment  to the  Cohoes'  Certificate  removing  the 10% Limit.  In  addition,
removal  of  other  impediments  to  the  completion  of  Ambanc-Cohoes  Merger,
including  Section 203 of the DGCL and certain  anti-takeover  provisions in the
Cohoes'  Certificate  and the charter of Cohoes Savings Bank,  would require the
approval of the Cohoes Board.


     There can be no assurance  that the  impediments  to the  completion of the
Ambanc-Cohoes  Merger  will be  removed,  and,  if so,  as to the  timing of the
removal of such  impediments.  While  removal of certain of the  impediments  is
within the control of the Cohoes Board,  removal of certain other impediments is
outside the control of the Cohoes Board.

ITEM 5.  PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

     Item 5 of the Schedule TO is hereby amended and supplemented as follows:

2.   The section entitled "BACKGROUND OF THE OFFER; CONTACTS WITH COHOES"
     beginning  on page 19 of the Offer to  Purchase  is revised in its entirety
     to read as follows:

     From time to time,  Ambanc is  involved  in due  diligence  investigations,
discussions  and   negotiations   concerning   possible   business   combination
transactions  with  other  financial  institutions.  Ambanc  generally  seeks to
acquire financial  institutions that would: (i) complement its overall strategic
focus;  (ii)  provide  opportunities  for  growth in  markets  where the  target
financial  institution  conducts  business;  and (iii) improve  Ambanc's  retail
banking franchise.

     In August 1998, Ambanc retained Sandler O'Neill & Partner,  L.P. to explore
strategic options for Ambanc which could result in the sale or merger of Ambanc.
As part of this process,  Cohoes was  contacted to ascertain  whether it had any
interest in a strategic  combination  with  Ambanc.  In the late spring of 1999,
Cohoes  indicated an interest  regarding a possible  acquisition  of Ambanc.  In
furtherance of this possible  business  combination,  the parties entered into a
confidentiality   agreement  whereupon  Ambanc  furnished  Cohoes  with  certain
business and other  information  regarding  Ambanc.  In June 1999, Cohoes made a
nonbinding  expression  of  interest  to acquire  Ambanc  which,  after  further
negotiations  with  Cohoes,  was  ultimately  rejected  by the  Ambanc  Board of
Directors  in  July1999.  Subsequently,  in  September  and  October  1999,  the
Presidents  of  the  two  companies   informally   discussed  possible  business
combinations  and the  parties  recommenced  discussions  regarding  a  possible
acquisition  of  Ambanc  by  Cohoes.  In  December  1999,  Cohoes  again  made a
nonbinding  expression  of interest to acquire  Ambanc.  After  several weeks of
negotiations and due diligence, Cohoes withdrew its proposal in January 2000.

     On April 25, 2000,  Cohoes and Hudson  announced that they had entered into
the  Hudson  Merger  Agreement  and  the  Hudson  Option  Agreement.   Following
announcement  of the Proposed  Hudson  Merger,  Ambanc  reviewed  its  strategic
options in light of the Proposed Hudson Merger.

     In May 2000,  the  President of Cohoes  contacted  the  President of Ambanc
regarding  possible  discussions of an acquisition of Ambanc by Cohoes.  In June
2000,  representatives  of the companies met twice to discuss the possibility of
an acquisition of Ambanc by Cohoes. On June 15, 2000, Ambanc made


                                       -4-


an  acquisition  proposal to the Cohoes Board of Directors in which Ambanc would
acquire  Cohoes in a merger in which each share of Cohoes' common stock would be
exchanged for $14.75, in cash. Subsequently, a director of Ambanc discussed with
Cohoes' investment banker Cohoes interest in acquiring Ambanc. On June 20, 2000,
Cohoes and Hudson jointly made a nonbinding offer to acquire Ambanc,  contingent
upon,  among other things,  the  successful  completion  of the Proposed  Hudson
Merger. On June 23, 2000,  representatives of Ambanc met with representatives of
Cohoes and Hudson to discuss the joint nonbinding proposal to acquire Ambanc and
Ambanc's proposed acquisition of Cohoes. Ambanc's representatives at the meeting
requested,  among other things, that Cohoes increase its proposed price and drop
the condition that the Proposed Hudson Merger be completed.  Cohoes refused this
request and suggested that any negotiations had to be conducted  through Cohoes'
investment banker. Accordingly, subsequent to this meeting, a director of Ambanc
and Ambanc's financial advisor contacted Cohoes' investment banker in an attempt
to negotiate a higher price for Ambanc and have the  completion  of the Proposed
Hudson Merger  dropped as a condition  precedent to the completion of the Ambanc
acquisition.  Also later on June 23, 2000, Ambanc revised its proposal to Cohoes
and offered to purchase  each share of Cohoes'  common stock for $15.25 in cash.
On June 26,  2000,  Ambanc  notified  Cohoes and Hudson that it had rejected the
joint nonbinding  proposal from Cohoes and Hudson for being too low in price and
too  conditional  to assure  completion of the  acquisition.  The June 23, 2000,
revised  proposal  of Ambanc to acquire  Cohoes was  rejected  by Cohoes in July
2000.

     On July 27, 2000, Ambanc announced its intention to commence a tender offer
to purchase each  outstanding  share of Cohoes Common Stock for $16.50 per share
in cash.

ITEM 7.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

     Item 7 of the Schedule TO is hereby amended and supplemented as follows:

1.   The section  entitled  "SOURCE AND AMOUNT OF FUNDS" beginning on page 27 of
     the Offer to Purchase is revised in its entirety to read as follows:

     Ambanc  estimates  that the total amount of funds  required to purchase the
Shares in the Offer (excluding the 304,650 Shares  beneficially owned by Ambanc)
will be  approximately  $125.5  million,  which  will be  funded  from  Ambanc's
existing  assets,  including  securities held as  available-for-sale,  and/or an
advance or dividend  from Ambanc's  wholly-owned  subsidiary,  Mohawk  Community
Bank,  to  Ambanc.


     Ambanc will not accept for payment or pay for any shares tendered until all
conditions of the Offer have been  satisfied or waived.  Regulatory  approval is
one such condition and is non-waivable. Ambanc's wholly-owned subsidiary, Mohawk
Community   Bank,   currently  has  over  $200  million  in   available-for-sale
securities,  which is more than adequate to pay for the  acquisition  of Cohoes.
The available for sale  securities  currently  owned by Ambanc are highly liquid
securities  for which  there is an active  trading  market with  quotations  and
values set daily. The securities consist of mortgage-backed and other government
securities  issued by the Federal Home Loan Bank  (FHLB),  the Federal Home Loan
Mortgage  Corporation (FHLMC), the Federal National Mortgage Association (FNMA),
the Government  National Mortgage  Association  (GNMA) and the U.S. Treasury and
other agencies, and are immediately saleable. Ambanc has factored in any loss it
might have on its securities  portfolio,  based on current  trading  prices,  in
determining  its ability to pay the offer price,  even though,  at the time such
securities  are  eventually  sold,  there  may  be a  substantial  gain  on  the
portfolio,  depending upon the then interest rate  environment.  Any

                                       -5-




loss Ambanc may incur on the sale of  securities  is not expected to  materially
affect Ambanc's ability to finance the Offer.


     In  addition,  using  the  available-for-sale  securities  to pay  for  the
acquisition of Cohoes will affect  Ambanc's  regulatory  capital  position.  The
financial  resources of Ambanc  following  the  Ambanc-Cohoes  Merger will be an
important factor in obtaining federal  regulatory  approval of the Ambanc-Cohoes
Merger.  Based on certain  financial  assumptions  regarding  Ambanc and Cohoes,
Ambanc currently believes that, following the Ambanc-Cohoes Merger, it will have
sufficient  financial  resources and  regulatory  capital to satisfy  regulatory
requirements.  There can be no assurance,  however,  that such approvals will be
received.


     The sale of available for sale securities by Mohawk Community Bank would be
undertaken only in connection with the Ambanc-Cohoes  merger and is not expected
to reduce the Bank's capital below minimum levels required by applicable banking
laws,  result  in the  Bank's  failure  to meet  minimum  capital  requirements,
jeopardize the Bank's ability to operate or put its insured deposits at material
risk.  One of  the  conditions  of  Ambanc's  Offer  is the  prior  approval  of
regulatory authorities and the Board of Directors of Cohoes of the Ambanc-Cohoes
merger. Ambanc does not have an alternative financing plan or arrangement in the
event that it is unable to use the available-for-sale  securities to pay for the
acquisition of Cohoes.

ITEM 11.  ADDITIONAL INFORMATION.

     Item 11 of the Schedule TO is hereby amended and supplemented as follows:

Conditions to Ambanc's Offer

     On August 17, 2000, the Cohoes shareholders rejected the proposed merger of
Cohoes  with  and  into  Hudson  River  Bancorp,  Inc.  ("Hudson").  One  of the
conditions of Ambanc's  Offer was that the Cohoes  shareholders  not approve the
proposed merger of Cohoes and Hudson. Thus, this condition to Ambanc's Offer has
now been satisfied.

     Among the remaining  conditions to Ambanc's Offer is the  requirement  that
the  Hudson-Cohoes  Merger Agreement be terminated.  The rejection by the Cohoes
shareholders of the proposed Hudson merger did not  automatically  terminate the
merger  agreement.  Because the Cohoes  shareholders  did not approve the merger
agreement,  both  Cohoes and Hudson now each have the ability to  terminate  the
merger  agreement.  There can be no assurances  as to when,  or whether,  either
party would terminate the merger agreement.

     In  addition,  Ambanc's  Offer is  conditioned  on the  termination  of the
Hudson-Cohoes  Option  Agreement  and the  surrender  by Hudson to Cohoes of the
options granted to Hudson thereunder.  Absent any payment therefor,  there is no
financial  incentive  for Hudson to  voluntarily  terminate  the  Hudson  Option
Agreement.  Under the Hudson  Option  Agreement,  Hudson would have the right to
acquire  1,574,538 shares of Cohoes Common Stock at an exercise price of $9.8125
per share, subject to certain  adjustments.  As of August 24, 2000, based on the
closing price of Cohoes common stock of $15.68 per share,  the Hudson Option had
a value of approximately $9.2 million.

                                       -6-



Ambanc's Offer is Fully Taxable to the Cohoes Shareholders

     In the Offer,  Ambanc proposes to purchase all of the outstanding shares of
Cohoes common stock for $16.50 per share in cash.  Because Ambanc's Offer is all
cash, as opposed to a tax-free exchange of shares,  Ambanc's Offer will be fully
taxable to Cohoes  shareholders  at applicable tax rates.  For more  information
regarding the federal income tax  consequences  of the Offer to  shareholders of
Cohoes,  see  the  discussion  under  Section  5  "Certain  Federal  Income  Tax
Consequences"  beginning on page 15 of Ambanc's Offer to Purchase,  dated August
9, 2000.


                                       -7-




                                   SIGNATURES

     After due 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: August 25, 2000


                               AMBANC HOLDING CO., INC.


                               By: John M. Lisicki
                                   ---------------------------------------------
                                   John M. Lisicki
                                   President and Chief Executive Officer