SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HOGARTY DANIEL J

(Last)

(First)

(Middle)

C/O TROY SAVINGS BANK

32 SECOND ST

(Street)

TROY

12180

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TROY FINANCIAL CORP [ TRYF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/16/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/16/2004		M		9,710	A	$10.2976	173,473	D
Common Stock	01/16/2004		S		105,396	D	$35.5	68,077	D
Common Stock	01/16/2004		S		22,774	D	$35.5	30,188⁽¹⁾	I	Spouse
Common Stock	01/16/2004		S		12,057	D	$35.5	2,943	I	The Hogarty Family Foundation
Common Stock								30,461	I	401(k)
Common Stock								8,032	I	ESOP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to buy)	$10.2976	01/16/2004		M		9,710		01/16/2004⁽²⁾	09/30/2009	Common Stock	9,710	$10.2976	219,198	D
Employee Stock Option (Right to buy)	$10.2976	01/16/2004		D			219,198	01/16/2004⁽³⁾	09/30/2009	Common Stock	219,198	$10.2976	0	D

Explanation of Responses:

1. The reporting person disclaims beneficial ownership of these securities and this report shall not be deemed as an admission that the reporting person is the beneficial owner of such securities for Section 16, or for any other purpose.

2. This option, which provided for vesting in five equal installments beginning October 1, 2000, was accelerated due to the merger.

3. This option, which provided for vesting in five equal installments beginning October 1, 2000, was cancelled in the merger in exchange for a cash payment of $5,524,315.68, representing the difference between the exercise price of the option and market value of the underlying Troy Financial Corporation common stock on the effective date of the merger ($35.50 per share).

	/s/ David J. DeLuca (POA)	01/21/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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