Filed by TrustCo Bank Corp NY
                                   Pursuant to Rule 425 under the Securities Act
                                           of 1933 and deemed filed  pursuant to
                              Rule 14a-12 of the Securities Exchange Act of 1934
                                          Subject Company:  Cohoes Bancorp, Inc.
                                                 (Commission File No. 000-25027)


This announcement is neither an offer to purchase nor a solicitation of an offer
to sell any shares.  This offer is made solely by the  prospectus  dated October
30, 2000, as such  prospectus  may be amended or  supplemented,  and the related
Letter of Transmittal,  and is being made to all holders of shares. The offer is
not being made to (nor will tenders be accepted from or on behalf of) holders of
shares in any  jurisdiction  in which the making of the offer or the  acceptance
thereof would not be in  compliance  with the laws of such  jurisdiction  or any
administrative  or judicial action pursuant thereto.  In any jurisdiction  where
securities,  blue sky or other laws  require  the offer to be made by a licensed
broker or dealer, the offer shall be deemed to be made on behalf of TrustCo Bank
Corp NY by one or more registered  brokers or dealers licensed under the laws of
such jurisdiction.

                  NOTICE OF OFFER TO EXCHANGE EACH OUTSTANDING
                              SHARE OF COMMON STOCK
                                       OF

                              COHOES BANCORP, INC.

                                       FOR

                   SHARES OF TRUSTCO BANK CORP NY COMMON STOCK
                                       AND
                        $10.80 NET TO THE SELLER IN CASH
                                     MADE BY
                              TRUSTCO BANK CORP NY

     TrustCo Bank Corp NY, a New York corporation ("TrustCo"), is offering, upon
the terms and  subject  to the  conditions  set  forth in the  prospectus  dated
October  30,  2000 (as such  prospectus  may be  amended  or  supplemented,  the
"Prospectus") and in the related Letter of Transmittal (which, together with any
amendments or supplements  thereto,  collectively  constitute  the "Offer"),  to
acquire each share of Cohoes Bancorp,  Inc., a Delaware corporation  ("Cohoes"),
common stock  ("Cohoes  Common  Stock") for a  combination  of shares of TrustCo
common  stock  ("TrustCo  Common  Stock") and cash  totaling  $18.00.  The stock
component of the exchange consideration will consist of shares of TrustCo Common
Stock  that have an  aggregate  value of $7.20 for each  share of Cohoes  Common
Stock,  and the cash  component  will be  $10.80  (collectively,  the  "Exchange
Consideration").  The number of shares of TrustCo Common Stock  constituting the
Exchange Consideration for purposes of the Offer will be calculated by reference
to the  average  closing  price of  TrustCo  Common  Stock on the Nasdaq for the
20-day period ending 5 days prior to the closing date under the Offer.


- --------------------------------------------------------------------------------
THE OFFER AND  WITHDRAWAL  RIGHTS WILL EXPIRE AT 12:00  MIDNIGHT,  NEW YORK CITY
TIME, ON DECEMBER 15, 2000,  UNLESS THE OFFER IS EXTENDED  ("Expiration  Date").
- --------------------------------------------------------------------------------

     The  purpose of the Offer is to acquire  control  of,  and  ultimately  the
entire equity  interest in, Cohoes and to  consolidate  the operations of Cohoes
and  TrustCo  (and  their  respective   subsidiaries)  to  achieve   operational
efficiencies  and cost savings.  As soon as possible after  consummation  of the
Offer,  TrustCo  intends  to cause  Cohoes to merge  with and into  TrustCo or a
subsidiary of TrustCo pursuant to which each outstanding  share of Cohoes Common
Stock (except for treasury  shares and shares held by TrustCo or any  subsidiary
of TrustCo other than in a fiduciary capacity) would be converted into the right
to receive shares of TrustCo Common Stock with an aggregate value equal to $7.20
and cash totaling $10.80.

     TrustCo expects that if a gain is realized on the exchange, shareholders of
Cohoes Common Stock (the "Cohoes Shareholders"), the Cohoes Shareholders will be
taxed on such gain up to the amount of the $10.80  per share cash  component  of
the Exchange  Consideration that the Cohoes Shareholders receive in exchange for
their shares of Cohoes Common Stock but will not recognize any loss realized. In
addition,  TrustCo  expects that Cohoes  Shareholders  will be taxed on any gain
realized on the cash  received in lieu of  fractional  shares of TrustCo  Common
Stock.




     The Offer is  conditioned  upon,  among other things,  (i) tender of enough
shares of Cohoes Common Stock so that,  after  completion of the Offer,  TrustCo
will own at least a majority of the  outstanding  shares of Cohoes  Common Stock
(on a fully  diluted  basis);  (ii) the valid  termination  of the Stock  Option
Agreement  dated April 25, 2000 between Cohoes and Hudson River  Bancorp,  Inc.;
(iii) the execution of a definitive  merger agreement between TrustCo and Cohoes
(the  "TrustCo-Cohoes  Merger")  and the  approval  thereof by Cohoes'  board of
directors  and its  shareholders;  (iv) the  execution  of a  definitive  merger
agreement  between  Trustco Bank,  N.A. and Cohoes Savings Bank and the approval
thereof by Cohoes  Savings Bank's board of directors and its  shareholders;  (v)
the  receipt  of  all  required   regulatory   approvals  for  the  Offer,   the
TrustCo-Cohoes  Merger and the subsidiary  bank merger;  (vi) the receipt at the
time  of  completion  of  the  Offer  of an  opinion  that  the  Offer  and  the
TrustCo-Cohoes  Merger  would  qualify  as a  tax-free  transaction;  (vii)  the
effectiveness of TrustCo's  Registration  Statement  ("Registration  Statement")
filed with the Securities and Exchange  Commission  (the "SEC");  (viii) TrustCo
being  satisfied  that the  provisions  of Section 203 of the  Delaware  General
Corporation  Law  and  certain   anti-takeover   impediments  found  in  Cohoes'
Certificate of Incorporation do not apply to or otherwise restrict the Offer and
the  proposed  TrustCo-Cohoes  Merger;  (ix) if required  under the rules of the
Nasdaq Stock Market,  the approval by TrustCo's  stockholders of the issuance of
TrustCo Common Stock in the Offer; and (x) the other conditions of the Offer, as
set forth in the  Prospectus,  having been  satisfied  or waived,  as  specified
therein.

     TrustCo expressly  reserves the right, in its sole discretion,  at any time
on or prior to the  Expiration  Date and from time to time, to extend the period
of time during which the Offer is open,  by giving  notice of such  extension to
ChaseMellon  Shareholder Services LLC (the "Exchange Agent").  TrustCo currently
intends  to  extend  the  Offer  until all  conditions  to the  Offer  have been
satisfied  or waived.  During any such  extension,  all shares of Cohoes  Common
Stock  previously  tendered and not withdrawn  will remain subject to the Offer,
subject to the right of a tendering  stockholder to withdraw such  stockholder's
shares of Cohoes Common Stock. Subject to the applicable regulations of the SEC,
TrustCo also expressly  reserves the right on or prior to the  Expiration  Date,
(i) to delay  acceptance for exchange of, or,  regardless of whether such shares
of Cohoes  Common Stock were  theretofore  accepted for  exchange,  exchange any
shares of Cohoes Common Stock pursuant to the Offer, (ii) to terminate the Offer
and not accept for  exchange or exchange  any shares of Cohoes  Common Stock not
theretofore accepted for exchange upon the failure of any condition of the Offer
referred to in the Prospectus,  and (iii) to waive any condition (other than the
regulatory approvals  condition,  the TrustCo stockholder approval condition and
the  condition  relating  to the  effectiveness  of the  Registration  Statement
relating to the  Prospectus)  or otherwise  amend the Offer in any respect.  Any
such extension,  delay, termination or amendment will be followed as promptly as
practicable by a public announcement  thereof, and such announcement in the case
of an extension will be made no later than 9:00 a.m., New York City time, on the
next business day after the previously scheduled expiration date.

     For  purposes of the Offer,  TrustCo  will be deemed to have  accepted  for
exchange, and thereby acquired,  shares of Cohoes Common Stock properly tendered
to  TrustCo  and not  withdrawn  as,  if and when  TrustCo  gives  notice to the
Exchange  Agent of  TrustCo's  acceptance  of the  tenders of such  shares.  The
Exchange Agent will deliver the Exchange Consideration as soon as possible after
receipt of such  notice.  The  Exchange  Agent  will act as agent for  tendering
stockholders  for the purpose of  receiving  TrustCo  Common Stock and cash from
TrustCo and transmitting such TrustCo Common Stock and cash to validly tendering
stockholders.  In all  cases,  the  exchange  of shares of Cohoes  Common  Stock
accepted  for  exchange  pursuant  to the Offer will be made only  after  timely
receipt by the  Exchange  Agent of (i)  certificates  for such  shares of Cohoes
Common  Stock  ("Certificates"),  (ii) a Letter  of  Transmittal  (or  facsimile
thereof),  properly  completed and duly  executed,  with any required  signature
guarantees and (iii) any other documents  required by the Letter of Transmittal.
Under no circumstances  will interest be paid on the cash to be paid by TrustCo,
regardless of any extension of the Offer or any delay in making such payment.

     If any  tendered  shares of Cohoes  Common  Stock  are not  acceptable  for
exchange pursuant to the terms and conditions of the Offer for any reason, or if
Certificates  are  submitted  for more  shares of Cohoes  Common  Stock than are
tendered,  Certificates for such un-exchanged shares of Cohoes Common Stock will
be returned to the tendering Cohoes shareholder by the Exchange Agent as soon as
possible following consummation or termination of the Offer.

     Except as  otherwise  provided  below,  tenders of shares of Cohoes  Common
Stock made pursuant to the Offer are irrevocable.  Shares of Cohoes Common Stock
tendered  pursuant to the Offer may be withdrawn at any time after  December 29,
2000 and prior to expiration of the Offer and  acceptance of Cohoes Common Stock
for exchange pursuant to the Offer. For a withdrawal to be effective, a written,
telegraphic  or  facsimile  transmission  notice  of  withdrawal  must be timely
received by the Exchange Agent at its address set forth on the back cover of the
Prospectus and must specify the name of the person having tendered the shares of
Cohoes Common Stock to be withdrawn, the number of shares of Cohoes Common Stock
to be withdrawn  and the name of the  registered  holder of the shares of Cohoes
Common  Stock to be  withdrawn,  if  different  from the name of the  person who
tendered the shares of Cohoes Common Stock.  The  signature(s)  on the notice of
withdrawal  must be  guaranteed  by a firm  which  is a member  of a  registered
national  securities  exchange  or of the  National  Association  of  Securities
Dealers,  Inc.  or by a  commercial  bank or trust  company  having an office or
correspondent  in the United  States (an  "Eligible  Institution")  unless  such
shares of Cohoes Common Stock have been tendered for the account of any Eligible
Institution.  Withdrawals of tenders of shares of Cohoes Common Stock may not be
rescinded,  and any  shares of  Cohoes  Common  Stock  properly  withdrawn  will
thereafter  be deemed not validly  tendered for purposes of the Offer.  However,
withdrawn shares of Cohoes Common Stock may be retendered by again following the
procedures  described in the  Prospectus  under "THE EXCHANGE OFFER -- Procedure
for Tendering Shares" at any time prior to the Expiration Date. All questions as




to the form and validity (including time of receipt) of any notice of withdrawal
will be determined by TrustCo, in its sole discretion,  which determination will
be final and binding.  Neither TrustCo, the Exchange Agent, nor any other person
will be under any duty to give  notification of any defects or irregularities in
any notice of  withdrawal  or will incur any  liability  for failure to give any
such notification.

     TrustCo may elect to provide a  subsequent  offering  period of three to 20
business days after the acceptance of shares of Cohoes Common Stock in the Offer
if the requirements under Rule 14d-11 of the General Rules and Regulations under
the Securities Exchange Act of 1934, as amended have been met. Holders of shares
of Cohoes  Common  Stock  will not have the right to  withdraw  shares of Cohoes
Common Stock tendered in the subsequent offering period, if any.

     THE PROSPECTUS AND THE LETTER OF TRANSMITTAL CONTAIN IMPORTANT  INFORMATION
AND SHOULD BE READ IN THEIR ENTIRETY BEFORE ANY DECISION IS MADE WITH RESPECT TO
THE OFFER.

     Questions and requests for  assistance  may be directed to the  Information
Agent at the  address  and  telephone  number  set  forth  below.  Copies of the
Prospectus,  Letter of Transmittal  and other  exchange  offer  materials may be
obtained at TrustCo's expense from the Information Agent at the telephone number
and address  listed below.  TrustCo will not pay any fees or  commissions to any
broker  or  dealer  or other  person  (other  than the  Information  Agent)  for
soliciting tenders of shares of Cohoes Common Stock pursuant to the Offer.

                     The Information Agent for the Offer is:

                    GEORGESON SHAREHOLDER COMMUNICATIONS INC.
                           17 State Street, 10th Floor
                            New York, New York 10004
                            Toll free: 1-800-223-2064


Investors  and  security  holders  are  advised to read  TrustCo's  Registration
Statement with respect to its exchange  offer for Cohoes Common Stock,  as filed
with the Securities and Exchange Commission,  because the Registration Statement
contains important information. Investors and security holders may obtain a free
copy of the Exchange Offer,  Registration Statement and other documents filed by
TrustCo with the SEC at the SEC's Internet web site at  www.sec.gov.  The Offer,
Registration  Statement  and such other  documents  may also be obtained free of
charge by overnight mail or direct electronic  transmission by calling Georgeson
Shareholder Communications Inc. at 1-800-223-2064.