- -----------------------------------------------------------------------------


                       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): May 30, 1997
                                                          (May 19, 1997)
- -----------------------------------------------------------------------------


                              TrustCo Bank Corp NY

             (Exact name of registrant as specified in its charter)

                                    New York
                 (State or other jurisdiction of incorporation)


      0-10592                                 14-1630287
     (Commission File Number)          (IRS Employer Identification No.)
- -----------------------------------------------------------------------------


                 192 Erie Boulevard, Schenectady, New York 12305
               (Address of principal executive offices) (Zip Code)



       Registrant's telephone number, including area code: (518) 377-3311

- -----------------------------------------------------------------------------








TrustCo Bank Corp NY

Item 5.           Other Events
      Letter to Shareholders  dated May 20, 1997,  discussing  results of Annual
Meeting  held May 19,  1997.  Attached is a copy of the Letter to  Shareholders,
labeled as Exhibit 99(a).


Item 7.   (c) Exhibits
          Reg S-K Exhibit No.         Description
          99(a)                       Letter to Shareholders dated May 20,
                                      1997, discussing results of Annual
                                      Meeting held on May 19, 1997.




                                                    -2-





                                                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:  May 30, 1997

                                       TrustCo Bank Corp NY
                                       (Registrant)


                                       By:  /s/Robert T. Cushing
                                            Robert T. Cushing
                                            Vice President and
                                            Chief Financial Officer


                                                    -3-





                                              Exhibits Index
                                            ------------------


The following exhibits are filed herewith:


Reg S-K Exhibit No.        Description                                    Page
     99(a)                 Letter to Shareholders                          5
                           dated May 20, 1997,  discussing  results of
                           Annual Meeting held on May 19, 1997.



                                                    -4-




                                                            Exhibit 99(a)

TRUSTCO
Bank Corp NY
- -------------------------------------------------------------------------
Subsidiary:  Trustco Bank, National Association       Robert A. McCormick
                                                      President and
                                                      Chief Executive Officer
May 20, 1997


TO OUR SHAREHOLDERS:

I would like to report to you the  results of our  Annual  Meeting  held May 19,
1997. The TrustCo  shareholders were asked to vote on three proposals this year.
All three  proposals  were  approved by  overwhelming  majorities  of the shares
outstanding.

The first  proposal  dealt  with the  election  of five  directors  to serve for
three-year terms, and one director for a one-year term. All six were elected and
include:

Three-Year Term:Barton A. Andreoli, President, Towne Construction & Paving Corp.
                Nancy A. McNamara, Senior Vice President, Trustco Bank, N.A.
                John S. Morris, PhD, President Emeritus, Union College
                James H. Murphy, DDS, Orthodontist
                William J. Purdy,former President, Welbourne & Purdy Realty,Inc
One-Year Term:  Anthony J. Marinello, MD, PhD, Physician

The second proposal  authorized an amendment to the Certificate of Incorporation
of TrustCo Bank Corp NY to adjust the minimum and maximum number of directors.

The  third  proposal  ratified  the  adoption  of KPMG Peat  Marwick  LLP as the
independent certified public accountants for TrustCo for 1997.

We thank all the  shareholders  who  returned  their  proxies.  Your support and
confidence are greatly appreciated.

I would also like to report that today the Board of Directors declared a regular
quarterly  dividend of $0.275 per share. The dividend is payable July 1, 1997 to
shareholders of record at the close of business on June 6, 1997.

Thank you for the confidence you have placed in TrustCo.

                                               Sincerely,

                                               /s/Robert A. McCormick
320 State Street, Schenectady, NY 12305
(518) 377-3311

                                                    -5-