8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported):  March 3, 2008

TrustCo Bank Corp NY

(Exact name of registrant as specified in its charter)

NEW YORK	0-10592	14-1630287
State or Other Jurisdiction of Incorporation or Organization	Commission File No.	I.R.S. Employer Identification Number

5 SARNOWSKI DRIVE, GLENVILLE, NEW YORK 12302

(Address of principal executive offices)

(518) 377-3311

(Registrant’s Telephone Number,

Including Area Code)

NOT APPLICABLE

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

£ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

£ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

£ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

£ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TrustCo Bank Corp NY

Item 8.01. Other Events

A shareholder letter was issued February 27, 2008 discussing the quarterly cash dividend of $0.11 per share, payable April 1, 2008, to the shareholders of record at the close of business on March 7, 2008.  Attached is a copy of the shareholder letter labeled as Exhibit 99(a).

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

Reg S-K Exhibit No. Description

99(a) Shareholder letter issued February 27, 2008 discussing the  quarterly cash dividend of $0.11 per share,  payable April 1, 2008, to the shareholders of record at the close of business on March 7, 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: March 3, 2008

TrustCo Bank Corp NY
(Registrant)
By:	/s/ Robert T. Cushing
	Robert T. Cushing
	Executive Vice President and
	Chief Financial Officer

Exhibits Index

The following exhibits are filed herewith:

Reg S-K Exhibit No.	Description	Page
99(a)	Shareholder letter issued February 27, 2008 discussing the quarterly cash dividend of $0.11 per share, payable April 1, 2008, to the shareholders of record at the close of business on March 7, 2008.	5 – 6

EX-99.A

TRUSTCO	Exhibit 99(a)
Bank Corp NY	Shareholder Letter
5 Sarnowski Drive, Glenville, New York, 12302	NASDAQ  -  TRST
(518) 377-3311  Fax:  (518) 381-3668
Subsidiary:  Trustco Bank	Robert J. McCormick
	President and Chief
	Executive Officer

February 27, 2008

Dear Fellow Shareholders;

As you have likely seen, TrustCo announced that its Board of Directors declared a quarterly cash dividend of $0.11 per share for the first quarter of 2008.  This dividend provides a strong yield on the current stock price and represents a continued payout of the majority of the Company’s earnings to shareholders.  However, it does represent a reduction from the prior level of $0.16 per share.  I am writing to you today to provide you with some background on the Board’s decision, and on our bank.

I would like to emphasize that TrustCo remains a well-capitalized and very liquid bank, with profitability levels that are significantly better than typical in the banking industry.  For example, our return on equity for 2007 was 17.2%, compared to a median of 8.2% for approximately 600 banks and thrifts tracked by SNL Financial, an independent provider of data on the industry.  Further, as we have noted in the past, the subprime mortgage issues that have hurt so many institutions have not affected TrustCo.  We have taken a long-term, conservative view of our business, which has helped us avoid many of the asset quality issues that have led to large write-downs by other financial institutions over the last year.

We have always sought to return excess capital to our shareholders in the form of dividends, and believe that our shareholders have found great value in this practice.  We are proud that our dividend policy resulted in cash dividends to shareholders of $48.1 million in 2007 and a total of $230.8 million over the last five years.  Our decision to reduce the dividend level was a difficult one for the Board.  A key consideration was the growth of loans and deposits in recent years and our expectation that similar growth will continue.  Loans are up $530 million and deposits are up $746 million over the last five years.  Over the last two years, TrustCo has paid out total dividends that exceeded earnings, which was possible because of our Company’s strong capital position.  However, earnings must eventually cover dividends, particularly for a growing company like TrustCo.  Growing loans and deposits is the basic building block of the Company’s future profitability.

We appreciate the support of our shareholders and continue to strive towards building a more profitable and valuable institution.

Sincerely,

/s/ Robert J. McCormick

Robert J. McCormick

President and Chief Executive Officer

TRUSTCO	Exhibit 99(a)
Bank Corp NY	News Release
5 Sarnowski Drive, Glenville, New York, 12302
(518) 377-3311  Fax:  (518) 381-3668
Subsidiary:  Trustco Bank	NASDAQ -- TRST

Contact: Kevin T. Timmons

Vice President/Treasurer

(518) 381-3607

FOR IMMEDIATE RELEASE:

TrustCo Declares Cash Dividend

Glenville, New York – Febuary 19, 2008

TrustCo Bank Corp NY (TrustCo, NASDAQ: TRST) today announced its Board of Directors declared a quarterly cash dividend of $0.11 per share, payable April 1, 2008, to shareholders of record at the close of business on March 7, 2008.  The Board is pleased to declare a dividend that demonstrates a continued commitment to return as much capital as possible to shareholders, and which will provide a strong dividend yield based on the current stock price.  The decision to reduce the dividend level was a difficult one for the Board, recognizing that shareholders highly value TrustCo’s long history of strong dividends.  Nevertheless, the Board’s evaluation of current earnings levels, anticipated capital needs to support further balance sheet expansion and of course the current state of the economy and financial markets resulted in the decision to reduce the dividend in order to build capital.

Commenting on the first quarter dividend Robert J. McCormick, President and Chief Executive Officer stated, “TrustCo is among the leading financial services companies in the country and consistently ranks as an industry leader in profitability and performance.  The steps the Board has taken today are to foster the tremendous growth that we have experienced over the last several years in loans and deposits.  For 2007, the average balance of our loan portfolio increased over $240 million and our average deposits increased by $317 million.  We believe supporting this growth is critical to the long term success of our Company.”

During 2007 and 2006 the company paid out in the form of cash dividends 122% and 106%, respectively, of net income, a clear sign of TrustCo’s desire to provide a strong cash return to shareholders.  At the $0.11 per share level for the first quarter of 2008 and based on the current market price of $9.55 per share, the resulting dividend yield would be 4.61%.  We would expect that both the dividend payout ratio and the cash dividend yield will remain above industry averages for the first quarter of 2008.

TrustCo Bank Corp is a $3.4 billion bank holding company and through its subsidiary, Trustco Bank, operates more than 100 offices in New York, Florida, Massachusetts, New Jersey and Vermont.

In addition, the Bank operates a full service Trust Department.  The common shares of TrustCo are traded on The NASDAQ Global Select Market under the symbol TRST.

Except for the historical information contained herein, the matters discussed in this news release and other information contained in TrustCo’s Securities and Exchange Commission filings may express “forward-looking statements.”  Those “forward-looking statements” may involve risk and uncertainties, including statements containing future events or performance and assumptions and other statements of historical facts.

TrustCo wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made.  The following important factors, among others, in some cases have affected and in the future could affect TrustCo’s actual results, and could cause TrustCo’s actual financial performance to differ materially from that expressed in any forward-looking statement:  (1) credit risk, (2) interest rate risk, (3) competition, (4) changes in the regulatory environment, (5) real estate and collateral values, and (6) changes in local market areas and general business and economic trends.  The foregoing list should not be construed as exhaustive, and the Company disclaims any obligation to subsequently revise any forward-looking statements to reflect events or circumstances after the date of such statements, or to reflect the occurrence of anticipated or unanticipated events.