[LETTERHEAD OF STINSON, MAG & FIZZELL]

                          June 24, 1999



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

          Re:       Registration Statement on Form S-8
               Directors' Stock Plan

Ladies and Gentlemen:

     We have served as counsel to Arrow Financial
Corporation, Glens Falls, New York (the
"Company"), in connection with the preparation and 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, registering the
distribution of up to six thousand (6,000) shares
of common stock of the Company, par value $1.00 per share
(the "Shares"), through the Arrow
Financial Corporation Directors' Stock Plan (the "Plan").

     We have assisted the Company in preparing the Plan, as
adopted on April 14, 1999, and in
the preparation of the Registration Statement and the
prospectus relating to the Plan as incorporated
by reference in the Plan.

     In rendering the opinions contained herein, 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 Shares distributed through the Plan, if
any, that are authorized but unissued shares of the Company
immediately prior to such distribution, if distributed in
accordance with the Plan, will be  validly issued and
outstanding and will be fully paid and nonassessable.

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


Very truly yours,







STINSON, MAG & FIZZELL