Filed by  TrustCo  Bank  Corp NY  Pursuant  to Rule 425
                    under the  Securities  Act of 1933 and deemed filed pursuant
                    to Rule 14d-2 of the Securities Exchange Act of 1934 Subject
                    Companie:   Cohoes   Bancorp,   Inc.(Commission   File   No.
                    000-25027)






                  ATTENTION: COHOES BANCORP, INC. SHAREHOLDERS

     A class action lawsuit filed in Federal Court on August 7, 2000,*  contains
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     the following statements:
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     "Defendant  Harry L. Robinson  President and Chief Executive  Officer is to
     receive restricted stock with an estimated value of $853,000."

     "the Hudson  River  merger  agreement  provides  for a six-year  employment
     agreement  for  Defendant  Harry L.  Robinson...  at a  salary  of at least
     $460,000."

     "each Director of Cohoes... who does not become a Director of the surviving
     entity... may receive up to $189,000 each over the next six years."


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"Upon  information and belief,  prior to rejecting the TrustCo offer, the Cohoes
Board of Directors did not negotiate with TrustCo to determine  whether  TrustCo
would increase its offer.."
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     "The TrustCo proposal provides  significantly  greater  shareholder benefit
     than the Hudson River merger."

     "the total value of the TrustCo offer is approximately $127 million,  while
     the total value of the Hudson River merger,  as of the date of announcement
     of the merger, is approximately $89 million."

     IT'S NOT TOO LATE.
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     Even if you have voted for the  acquisition of Cohoes by Hudson River,  you
     can change  your vote.  Please  vote  AGAINST,  or  ABSTAIN,  and keep your
     options open.


    THE TRUSTCO OFFER. BETTER FOR THE SHAREHOLDERS. BETTER FOR THE COMMUNITY.



TrustCo  Bank Corp NY intends to file Tender  Offer  Statements  with the United
States Securities and Exchange  Commission  because its offers to acquire Cohoes
Bancorp,  Inc.  and Hudson  River  Bancorp,  Inc.  have been  rejected.  We urge
investors to carefully  read these  documents at the time they are filed because
they will contain  important  information  regarding the proposed  acquisitions.
These  documents will be available for free to any investor at the United States
Securities and Exchange  Commission's  web site  (www.sec.gov).  Shareholders of
TrustCo,  Cohoes and Hudson River may obtain a free copy of these documents upon
written  request to  TrustCo  Bank Corp NY, 320 State  Street,  Schenectady,  NY
12305, Attention: Secretary.

TrustCo has not obtained the consent of Mr. Shepherd or his attorneys to use the
portions of the class action lawsuit cited above.

*UNITED STATES DISTRICT COURT,  NORTHERN DISTRICT OF NEW YORK. John D. Shepherd,
Individually  and on behalf of the  Shareholders  of the Common  Stock of COHOES
BANCORP,  INC., - against - COHOES BANCORP,  INC., DUNCAN S. MacAFFER,  HARRY L.
ROBINSON,  ARTHUR E. BOWEN,  PETER G. CASABONNE,  MICHAEL L. CROTTY,  CHESTER C.
DeLaMATER, FREDERICK G. FIELD, JR., J. TIMOTHY O'HEARN, R. DOUGLAS PATON, WALTER
H. SPEIDEL, and DONALD A. WILSON.