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):  July 15, 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))

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TrustCo Bank Corp NY

Item 2.02. Results of Operations and Financial Condition

On July 15, 2008, TrustCo Bank Corp NY (“TrustCo”) issued a press release with year to date and second quarter results for the period ending June 30, 2008. Attached is a copy of the press release labeled as Exhibit 99(a).

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

Reg S-K Exhibit No.	Description
99(a)	Press release dated July 15, 2008, for the period ending June 30, 2008, regarding year to date and second quarter results.

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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: July 15, 2008

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

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Exhibits Index

The following exhibits are filed herewith:

Reg S-K Exhibit No.	Description	Page
99(a)	Press release dated July 15, 2008, highlighting year to date and second quarter 2008 results.	5 - 12

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EX-99.A

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 Announces Second Quarter Profits

Up 4% from Second Quarter of 2007

Glenville, New York – July 15, 2008

TrustCo Bank Corp NY (TrustCo, Nasdaq: TRST) is pleased to announce net income for the second quarter of 2008 of $8.5 million, equal to diluted earnings per share of $0.112, as compared to net income of $8.1 million and diluted earnings per share of $0.108 for the second quarter of 2007.  Net income and diluted earnings per share for the second quarter of 2008 were up 4% over the prior year.  Return on average equity and return on average assets were 14.72% and 0.99%, respectively, for the second quarter of 2008, compared to 14.13% and 0.98% for the second quarter of 2007.

Making the earnings announcement was Robert J. McCormick, President and Chief Executive Officer.  Mr. McCormick noted, “A large segment of the banking and financial services industry continues to suffer significant problems, and many banks have once again pre-announced large charges that will substantially reduce or eliminate their earnings in the second quarter of 2008.  TrustCo has traditionally focused on maintaining a highly conservative balance sheet, particularly in terms of liquidity and asset quality, and has never been involved in direct subprime lending, which has been the biggest cause of these widely reported industry problems.  One measure of liquidity is the loan-to-deposit ratio, where TrustCo’s ratio of 64% compares to about 100% for the peer group.  The difference represents a large safety net when times are tough, but also an opportunity that will allow our Company to conduct business in a way that other institutions with less liquidity will not be able to.  TrustCo’s long-term focus on traditional lending criteria has helped it maintain strong asset quality.  Although maintaining our conservative stance may have slightly reduced profits in good times, our strength today is the result.  Our return on equity levels remain among the leaders in our industry.”

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For the first half of 2008 net income was $17.9 million and resulted in diluted earnings per share of $0.237, as compared to the first half of 2007 that resulted in net income of $20.4 million and diluted earnings per share of $0.272.  Return on average assets and return on average equity was 1.06% and 15.60%, respectively, for the first six months of 2008 and 1.27% and 17.88% for the comparable period in 2007.

Results for the first half of 2007 include net trading gains of $0.6 million, compared to net trading losses of $0.2 million in the first half of 2008.  Results for the second quarter of 2008 included net trading losses of $1.0 million, compared to $2.8 million in the second quarter of 2007.

TrustCo continued to report solid growth in both deposits and loans on a year-over-year basis.  For the quarter ended June 30, 2008, average deposits were up $136 million, an increase of 4.6% compared to the second quarter of 2007.  Average loans showed similar results, rising $160 million or 8.8% compared to the same period in 2007.  During the second quarter of 2008, TrustCo’s branch network expanded to 112.  Four offices were opened in the first quarter of 2008 and sixteen offices were opened during 2007.  Current plans call for the expansion program to continue in 2008 with new branches planned in the markets currently served.  Mr. McCormick noted that, “We are pleased with the results of our expansion program but are mindful that achieving our profit goals will take time and continued hard work.”

The Company’s net interest margin was 2.87% for the second quarter of 2008, compared to 3.07% for the second quarter of 2007.  Net income was also impacted by a loan loss provision of $0.7 million for the second quarter of 2008, compared to a zero provision in the second quarter of 2007 and a provision of $0.3 million for the first quarter of 2008.

Nonperforming loans continue at low levels and reserve coverage of those loans remains strong.  At June 30, 2008, nonperforming loans were equal to 0.99% of total loans, while the allowance for loan losses was 1.8 times nonperforming loans.  The allowance was equal to 1.73% of gross loans.

TrustCo Bank Corp is a $3.5 billion bank holding company and through its subsidiary, Trustco Bank, operates 112 offices in New York, New Jersey, Vermont, Massachusetts, and Florida.

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.

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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.

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TRUSTCO BANK CORP NY

GLENVILLE, NY

FINANCIAL HIGHLIGHTS

(dollars in thousands, except per share data)

(Unaudited)

	Three Months Ended
	06/30/08			03/31/08			06/30/07
Summary of operations
Net interest income (TE)	$	24,212			25,149			24,752
Provision for loan losses		700			300			-
Net securities transactions		784			(366	)		3
Net trading (losses) gains		(960	)		717			(2,844	)
Noninterest income		4,113			4,190			3,987
Noninterest expense		14,347			14,564			13,458
Net income		8,469			9,427			8,107
Per common share
Net income per share:
- Basic	$	0.112			0.125			0.108
- Diluted		0.112			0.125			0.108
Cash dividends		0.110			0.110			0.160
Tangible Book value at period end		3.16			3.21			3.06
Market price at period end		7.42			8.89			9.88
At period end
Full time equivalent employees		688			680			610
Full service banking offices		112			111			101
Performance ratios
Return on average assets		0.99	%		1.13			0.98
Return on average equity (1)		14.72			16.48			14.13
Efficiency (2)		51.01			49.01			46.20
Net interest spread (TE)		2.54			2.68			2.63
Net interest margin (TE)		2.87			3.07			3.07
Dividend payout ratio		98.29			88.13			148.02
Capital ratios at period end (3)
Total equity to assets		6.73	%		6.88			6.87
Tier 1 risk adjusted capital		12.87			13.32			13.29
Total risk adjusted capital		14.13			14.58			14.55
Asset quality analysis at period end
Nonperforming loans to total loans		0.99	%		0.89			0.50
Nonperforming assets to total assets		0.63			0.55			0.28
Allowance for loan losses to total loans		1.73			1.77			1.90
Coverage ratio (4)		1.8	X		2.0			3.8

(1) Average equity excludes the effect of accumulated other comprehensive income (loss).

(2) Calculated as noninterest expense (excluding other real estate owned income/expense, specialized consulting and any one-time charges) divided by taxable equivalent net interest income plus noninterest income (excluding net securities transactions, net trading gains and losses and one-time income items).

(3) Capital ratios exclude the effect of accumulated other comprehensive income (loss).

(4) Calculated as allowance for loan losses divided by total nonperforming loans.

TE = Taxable equivalent.

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FINANCIAL HIGHLIGHTS, Continued

(dollars in thousands, except per share data)

(Unaudited)

	Six Months Ended
	06/30/08			06/30/07
Summary of operations
Net interest income (TE)	$	49,362			49,258
Provision for loan losses		1,000			-
Net securities transactions		418			3
Net trading (losses) gains		(243	)		601
Noninterest income		8,303			8,090
Noninterest expense		28,911			26,164
Net income		17,896			20,421
Per common share
Net income per share:
- Basic	$	0.237			0.272
- Diluted		0.237			0.272
Cash dividends		0.220			0.320
Tangible Book value at period end		3.16			3.06
Market price at period end		7.42			9.88
Performance ratios
Return on average assets		1.06	%		1.27
Return on average equity (1)		15.60			17.88
Efficiency (2)		49.99			44.98
Net interest spread (TE)		2.61			2.68
Net interest margin (TE)		2.97			3.11
Dividend payout ratio		92.94			117.43

(1) Average equity excludes the effect of accumulated other comprehensive income (loss).

(2) Calculated as noninterest expense (excluding other real estate owned income/expense, specialized consulting and any one-time charges) divided by taxable equivalent net interest income plus noninterest income (excluding net securities transactions, net trading gains and losses and one-time income items).

TE = Taxable equivalent.

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CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(dollars in thousands)

(Unaudited)

	06/30/08		12/31/07		06/30/07
ASSETS
Loans, net	$	1,971,948		1,900,263		1,813,280
Trading securities		226,363		465,151		450,198
Securities available for sale		531,323		578,892		502,833
Held to maturity securities		161,729		15,000		-
Federal funds sold and other short-term investments		466,262		286,764		470,174
Total earning assets		3,357,625		3,246,070		3,236,485
Cash and due from banks		48,177		58,156		45,820
Bank premises and equipment		31,316		29,193		27,858
Other assets		52,459		44,132		64,031
Total assets	$	3,489,577		3,377,551		3,374,194
LIABILITIES
Deposits:
Demand	$	268,343		262,863		268,579
Interest-bearing checking		300,476		293,027		282,919
Savings		623,411		609,064		647,331
Money market		314,445		341,790		343,962
Certificates of deposit (in denominations of $100,000 or more)		425,549		390,328		369,720
Other time deposits		1,167,152		1,123,226		1,110,025
Total deposits		3,099,376		3,020,298		3,022,536
Short-term borrowings		97,156		92,220		93,855
Long-term debt		13		29		44
Due to broker		30,000		-		-
Other liabilities		23,528		27,936		27,849
Total liabilities		3,250,073		3,140,483		3,144,284
SHAREHOLDERS' EQUITY		239,504		237,068		229,910
Total liabilities and shareholders' equity	$	3,489,577		3,377,551		3,374,194
Number of common shares outstanding, in thousands		75,675		75,326		75,016

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CONSOLIDATED STATEMENTS OF INCOME

(dollars in thousands, except per share data)

(Unaudited)

	Three Months Ended
	06/30/08			03/31/07			06/30/07
Interest income
Loans	$	30,030			30,784		$	29,566
Investments		8,990			11,554			11,126
Federal funds sold and other short term investments		3,037			2,981			6,856
Total interest income		42,057			45,319			47,548
Interest expense
Deposits		18,135			20,345			22,577
Borrowings		449			576			989
Total interest expense		18,584			20,921			23,566
Net interest income		23,473			24,398			23,982
Provision for loan losses		700			300			-
Net interest income after provision for loan losses		22,773			24,098			23,982
Net securities transactions		784			(366	)		3
Trading (losses) gains		(960	)		717			(2,844	)
Noninterest income		4,113			4,190			3,987
Noninterest expense		14,347			14,564			13,458
Income before income taxes		12,363			14,075			11,670
Income tax expense		3,894			4,648			3,563
Net income	$	8,469			9,427		$	8,107
Net income per share:
- Basic	$	0.112			0.125		$	0.108
- Diluted	$	0.112			0.125		$	0.108
Avg equivalent shares outstanding, in thousands:
- Basic		75,675			75,507			75,040
- Diluted		75,677			75,517			75,068

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CONSOLIDATED STATEMENTS OF INCOME

(dollars in thousands, except per share data)

(Unaudited)

	Six Months Ended
	06/30/08			06/30/07
Interest income
Loans	$	60,814			58,197
Investments		20,544			24,337
Federal funds sold and other short term investments		6,018			10,295
Total interest income		87,376			92,829
Interest expense
Deposits		38,480			43,143
Borrowings		1,025			1,983
Total interest expense		39,505			45,126
Net interest income		47,871			47,703
Provision for loan losses		1,000			-
Net interest income after provision for loan losses		46,871			47,703
Net securities transactions		418			3
Trading (losses) gains		(243	)		601
Noninterest income		8,303			8,090
Noninterest expense		28,911			26,164
Income before income taxes		26,438			30,233
Income tax expense		8,542			9,812
Net income	$	17,896			20,421
Net income per share:
- Basic	$	0.237			0.272
- Diluted	$	0.237			0.272
Avg equivalent shares outstanding, in thousands:
- Basic		75,591			74,996
- Diluted		75,597			75,061

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