SC TO-T/A

                       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. 5)

                              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. 5 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 11.  ADDITIONAL INFORMATION.

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

         On September 6, 2000, Ambanc issued a press release  announcing that it
was extending the expiration  date of the Offer until October 6, 2000. A copy of
the press release is filed herewith as Exhibit  (a)(10) and the  information set
forth in the press release is incorporated by reference.

ITEM 12. EXHIBITS.

         Item 12 is hereby amended and supplemented as follows:

         (a)(10) Text of press release issued by Ambanc on September 6, 2000.




                                       -2-





                                   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: September 6, 2000


                           AMBANC HOLDING CO., INC.


                           By:  /s/Robert Kelly
                              --------------------------------------------------
                                Robert Kelly
                                Vice President, Secretary and General Counsel

EX-99.A.10

                                 EXHIBIT (a)(10)



Exhibit a(10)

For Immediate Release

                       Ambanc Extends Cohoes Tender Offer

AMSTERDAM,  N.Y.--(BUSINESS  WIRE)-September  6, 2000--Ambanc  Holding Co., Inc.
(NASDAQ:  AHCI)  ("Ambanc")  announced  today that it has  extended  its pending
tender offer to acquire Cohoes Bancorp,  Inc.,  until 12:00  midnight,  New York
time,  on  Friday,  October  6, 2000,  unless  the offer is  extended.  To date,
approximately  358,538  Cohoes  common  shares  have been  tendered  to  Ambanc.
Ambanc's  tender offer would have expired at 12:00  midnight,  New York time, on
September 6, 2000.

John  Lisicki,   Ambanc's   President  and  CEO  stated:  "We  urge  the  Cohoes
stockholders  to send a clear  message  to the  Cohoes  Board of  Directors.  By
tendering their shares to Ambanc, the Cohoes  stockholders can communicate their
desire for the Cohoes  Board to get serious  about  achieving a sale of Cohoes."
Mr.  Lisicki  reaffirmed   Ambanc's  desire  to  engage  in  good  faith  merger
negotiations with Cohoes.

Ambanc  has  filed  tender  offer  materials  with the SEC  which  set forth the
complete  details of Ambanc's  tender offer. WE URGE INVESTORS TO CAREFULLY READ
THE TENDER OFFER MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors
may  obtain  a free  copy of the  tender  offer  materials,  any  amendments  or
supplements to such documents,  and any other documents filed by Ambanc with the
SEC, at the SEC's web site at www.sec.gov.  These documents may also be obtained
for free from Ambanc by directing a written request to Ambanc Holding Co., Inc.,
11 Division Street,  Amsterdam,  New York 12010, Attention:  Secretary.  Each of
these  documents may also be obtained free of charge by overnight mail or direct
electronic  transmission by calling Ambanc's information agent, D.F. King & Co.,
Inc. toll-free at 1-800-487-4870.

CONTACT: Ambanc Holding Co., Inc.
John M. Lisicki, President & CEO
(518) 842-7200
jlisicki@mohawkcommunitybank.com