September 1, 1998



Board of Directors
Arrow Financial Corporation
250 Glen Street
Glens Falls, New York 12801

     Re:  Registration Statement on Form S-8
              1998 Long Term Incentive plan

Gentlemen:

     We have served as counsel to Arrow Financial
Corporation (the "Company") in connection with the various
legal matters relating to the filing of a registration statement
on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, and the Rules and
Regulations promulgated thereunder, relating to 300,000
shares of common stock of the Company, par value $1.00 per
share (the "Shares"), that may be offered and sold through the
Arrow Financial Corporation 1998 Long Term Incentive Plan
(the "Plan").

     We have examined such corporate records of the
Company, such laws and such other information as we have
deemed relevant, including the Company's Certificate of
Incorporation, as amended, and Bylaws, as amended, certain
resolutions adopted by the Board of Directors of the Company
relating to the Plan and certificates received from state
officials and from officers of the Company.  In delivering this
opinion, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals,
the conformity to the originals of all documents submitted to
us as certified, photostatic or conformed copies, and the
correctness of all statements submitted to us by officers of the
Company.  

     Based upon the foregoing, we are of the opinion that:

          1.  The Company is a corporation duly
              incorporated, validly existing and in
              good standing under the laws of the
              State of New York.

          2.  All originally issued Shares, issued
              under the Plan, if any, if issued in
              accordance with the Plan, will be
              validly issued and outstanding and will
              be fully paid and nonassessable.

     We consent to the use of this opinion as an exhibit to
the Registration Statement and to the use of our name in the
Registration Statement.  We also consent to your filing copies
of this opinion as an exhibit to the Registration Statement with
agencies of such states as you deem necessary in the course of
complying with the laws of such states regarding the offer and
sale of the Shares pursuant to the Plan.

                              Very truly yours, 

                     
                              GALLOP, JOHNSON & NEUMAN, L.C.