CERTIFICATE OF TRUST

                                OF

                      ALBANK CAPITAL TRUST I

           THIS Certificate of Trust of ALBANK Capital Trust I
(the "Trust"), dated as of April 3, 1997, is being duly executed
and filed by the undersigned, as trustees, to create a business
trust under the Delaware Business Trust Act (12 Del. C. ss.3801,
et seq.).

           1.   Name.  The name of the business trust created hereby is ALBANK
Capital Trust I.

           2.   Delaware Trustee. The name and business address of
the trustee of the Trust with a principal place of business in
the State of Delaware are Chase Manhattan Bank Delaware, 1201
Market Street, Wilmington, Delaware 19801.

          3.    Effective Date. This Certificate of Trust shall be
effective upon filing.

           IN WITNESS WHEREOF, the undersigned, being the
trustees of the Trust, have executed this Certificate of Trust as
of the date first-above written.

                          CHASE MANHATTAN BANK DELAWARE,
                          not in its individual capacity but solely 
                          as trustee of the Trust


                          By:  /s/  John J. Cashin
                               --------------------
                              Name: John J. Cashin
                              Title: Senior Trust Officer


                          THE CHASE MANHATTAN BANK, not in its indi-
                          vidual capacity but solely as trustee of
                          the Trust


                          By:  /s/  Gregory P. Shea
                               ---------------------
                              Name:  Gregory P. Shea
                              Title: Senior Trust Officer