SCHEDULE 14A
                                 (Rule 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION
           Proxy Statement Pursuant to Section 14(a) of the Securities
                      Exchange Act of 1934 (Amendment No. )

Filed by the registrant [  ]
Filed by a party other than the registrant [X]

Check the appropriate box:
[X] Preliminary Proxy Statement      [ ] Confidential, for use of the Commission
                                         Only (as permitted by Rule 14a-6(e)(2))
[  ] Definitive Proxy Statement
[  ] Definitive Additional Materials
[  ] Soliciting Material pursuant to Rule 14a-12

                              Cohoes Bancorp, Inc.
                              --------------------
                (Name of Registrant as Specified in Its Charter)

                            Ambanc Holding Co., Inc.
                            ------------------------
    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of filing fee (Check the appropriate box):
  [X] No fee required
  [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

         (1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
         (2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
         (3) Per unit price or other  underlying  value of transaction  computed
pursuant  to Exchange  Act Rule 0-11.  (set forth the amount on which the filing
fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
         (4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
         (5)  Total fee paid:
- --------------------------------------------------------------------------------

  [ ] Fee paid previously with preliminary materials.

  [ ] Check  box  if  any  part of  the fee is offset as  provided  by  Exchange
      Act Rule  0-11(a)(2)  and  identify  the  filing for which the  offsetting
      fee was paid  previously.  Identify the previous  filing  by  registration
      statement number, or the form or schedule and the date of its filing.

         (1) Amount previously paid:
- --------------------------------------------------------------------------------
         (2) Form, Schedule or Registration Statement no.:
- --------------------------------------------------------------------------------
         (3) Filing Party:
- --------------------------------------------------------------------------------
         (4) Date Filed:
- --------------------------------------------------------------------------------




                                  [AMBANC LOGO]



Dear Cohoes Stockholder:                                      AUGUST_______,2000

         ON JULY 27, 2000, AMBANC HOLDING CO., INC.,  ANNOUNCED ITS INTENTION TO
COMMENCE A TENDER OFFER TO PURCHASE EACH  OUTSTANDING  SHARE OF COHOES  BANCORP,
INC.  COMMON  STOCK FOR CASH EQUAL TO $16.50.  Our Cash Offer will be made by an
Offer to Purchase and letter of transmittal  which will be mailed  separately to
you.  You  should  read the Offer to  Purchase  carefully  because  it  contains
important information concerning the terms and conditions of our offer.

         As you know,  Cohoes has entered  into a merger  agreement  with Hudson
River  Bancorp,  Inc. in which Hudson will be the surviving  corporation  in the
merger.  In the proposed merger with Hudson,  each  outstanding  share of Cohoes
common stock would be converted  into 1.185 shares of Hudson common  stock.  The
Cohoes Board of Directors is soliciting your vote to approve its proposed merger
with Hudson.  AS DISCUSSED IN THE ACCOMPANYING  PROXY STATEMENT,  WE BELIEVE OUR
PROPOSED  OFFER WILL  PROVIDE YOU A HIGHER  PREMIUM  AND GREATER  VALUE THAN THE
PROPOSED MERGER WITH HUDSON. OUR OFFER PER SHARE IN CASH REPRESENTS A PREMIUM OF
MORE THAN 17% OVER THE  PROPOSED  MERGER OF COHOES  WITH  HUDSON  BASED UPON THE
HUDSON CLOSING PRICE OF $11.875 ON JULY 26, 2000.

         In connection with the proposed  Hudson merger,  Cohoes has scheduled a
special  meeting  of  stockholders  to be held on  August  17,  2000.  If Cohoes
stockholders  reject the  proposed  Hudson  merger at such special  meeting,  we
believe your board of directors  should respect that vote and take all necessary
action to allow our offer to proceed.

         WE URGE YOU TO VOTE AGAINST THE PROPOSED MERGER WITH HUDSON
BECAUSE:

          o    Our  offer  provides  a higher  premium  and more  value for your
               Cohoes  shares  than the  proposed  Hudson  merger.  Based on the
               average  closing prices for Hudson common stock on July 26, 2000,
               the last trading day before  Ambanc  announced  its Tender Offer,
               the all-cash  value of our offer  represents  an average  pre-tax
               premium  of more than 17% over the  implied  value of the  Hudson
               merger.  Because the number of shares of Hudson common stock that
               you would  receive in the  Hudson  merger is fixed,  the  implied
               value of the Hudson  merger will  change  based on changes in the
               market  prices of the Hudson  stock,  while the value of our cash
               offer  will  remain  fixed at $16.50  per share of Cohoes  stock.
               Because our offer is all cash, it will be fully taxable to you at
               applicable tax rates. The Hudson merger is a tax-free exchange of
               shares.


          o    Our  offer is  valued  higher.  The  total  value of our offer is
               approximately  $131,000,000 (including the value of the shares of
               Cohoes we own).  The total value  offered to Cohoes  shareholders
               under the proposed Hudson merger was approximately $91,000,000 at
               the time that  transaction  was  announced,  based on the closing
               price of Hudson [] on April 25, 2000, the last trading day before
               the merger was announced. BASED ON THE CLOSING PRICE OF HUDSON []
               ON  JULY  26,  2000,  THE  HUDSON  MERGER  OFFERS   APPROXIMATELY
               $14,200,000  LESS VALUE  (EXCLUDING  COHOES SHARES WE OWN) TO THE
               COHOES SHAREHOLDERS THAN AMBANC'S OFFER.



                                        1





          o    One of the  conditions of our offer is that the Hudson merger NOT
               be approved by the stockholders of Cohoes.  As a result,  for you
               to have an opportunity to have your Cohoes shares purchased by us
               for  $16.50  in cash,  the  proposed  Hudson  merger  MUST NOT be
               approved  by the  holders of a  majority  of the shares of Cohoes
               common stock.

          o    Your vote AGAINST the proposed  Hudson/Cohoes  merger will send a
               strong  message to the Cohoes Board of Directors that you want to
               preserve   your   opportunity   to  accept  the  superior   value
               represented by our offer and that you reject a transaction  which
               does not provide more value to shareholders.

          o    The Hudson merger provides tremendous monetary and stock benefits
               to the management and board of directors of Cohoes and Hudson. In
               the Cohoes-Hudson Proxy  Statement/Prospectus  dated July 3, 2000
               and mailed to each stockholder of Cohoes, the benefits awarded to
               the Cohoes  management  and Board of  Directors  in the  Proposed
               Hudson Merger encompasses five pages (pages 25 through 29).

      FOR THESE REASONS WE URGE YOU TO VOTE AGAINST THE PROPOSED  HUDSON MERGER.
                                            -------

         WE URGE YOU NOT TO TENDER YOUR SHARES TO TRUSTCO

         As you are aware,  on June 26, 2000,  TrustCo Bank Corp NY  ("TrustCo")
announced its intention to commence a tender offer to purchase each  outstanding
share of Cohoes  Bancorp,  Inc.  common stock for shares of TrustCo common stock
equal  in value to  $16.00  per  share of  Cohoes  common  stock.  They are also
seeking,  in connection with the  consummation of their exchange offer, to enter
into an agreement  with Cohoes  providing for a follow-up  merger between Cohoes
and  TrustCo or a wholly  owned  subsidiary  of TrustCo in which each  remaining
Cohoes common share would be exchanged for the same per share consideration paid
to Cohoes  stockholders in the exchange offer. AS DISCUSSED IN THE  ACCOMPANYING
PROXY  STATEMENT,  WE BELIEVE OUR CASH OFFER  PROVIDES YOU A HIGHER  PREMIUM AND
GREATER  VALUE  THAN  THE  TRUSTCO  OFFER.  OUR  OFFER  HAS  A  TOTAL  VALUE  OF
$131,000,000  (INCLUDING  THE VALUE OF COHOES  SHARES OWNED BY AMBANC) WHILE THE
TRUSTCO OFFER IS VALUED AT  APPROXIMATELY  $ 127,000,000  ---$4,000,000  LESS TO
COHOES SHAREHOLDERS AT THE TIME THE TRUSTCO OFFER WAS ANNOUNCED.

         YOUR VOTE IS  ESSENTIAL!  IF YOU WANT THE  OPPORTUNITY  TO CONSIDER THE
AMBANC OFFER,  VOTE AGAINST THE PROPOSED  HUDSON  MERGER BY SIGNING,  DATING AND
RETURNING THE ACCOMPANYING BLUE PROXY CARD TODAY.

         Even if you  previously  have  submitted a proxy card  furnished by the
Cohoes  Board,  or by TrustCo,  it is not too late to change your vote by simply
signing, dating and returning the enclosed BLUE proxy card today.

         WE URGE YOU TO PROTECT YOUR  INTERESTS -- PLEASE SIGN,  DATE AND RETURN
THE BLUE PROXY CARD TODAY.

         Thank you for your consideration and support.

         Sincerely,

         John Lisicki, President and Chief Executive Officer

                                        2


IMPORTANT

         1. If your Cohoes shares are held in your own name,  please sign,  date
and  mail  the  enclosed  BLUE  proxy  card  to  D.F.  King & Co.,  Inc.  in the
postage-paid envelope provided.

         2. If your Cohoes shares are held in "street-name," only your broker or
bank can vote your shares and only upon receipt of your  specific  instructions.
If your shares are held in  "street-name,"  deliver the enclosed BLUE proxy card
to your broker or bank and contact the person  responsible  for your  account to
vote on your  behalf and to ensure that a BLUE proxy card is  submitted  on your
behalf.  Ambanc urges you to confirm in writing your  instructions to the person
responsible  for your  account  and to provide a copy of those  instructions  to
Ambanc in care of D.F.  King & Co.,  Inc.  so that  Ambanc  will be aware of all
instructions  given  and can  attempt  to  ensure  that  such  instructions  are
followed.

         3. Only stockholders of record on June 22, 2000 are entitled to vote at
the special  meeting of Cohoes  stockholders.  Ambanc urges each  stockholder to
ensure that the record holder of his or her shares signs,  dates and returns the
enclosed BLUE proxy card as soon as possible.

         Do not sign or return any proxy card you may receive from Cohoes.

         If you have any  questions  or need  assistance  in voting your shares,
please call:

                              D.F. KING & CO., INC.
                                 77 Water Street
                            New York, New York 10005
                                 1-800-487-4870



         THIS PROXY STATEMENT  RELATES SOLELY TO THE  SOLICITATION OF PROXIES IN
OPPOSITION TO THE PROPOSED  HUDSON MERGER AND IS NOT A REQUEST FOR THE TENDER OF
COHOES  COMMON  STOCK.  THE AMBANC  CASH OFFER IS BEING MADE ONLY BY MEANS OF AN
OFFER  TO  PURCHASE  FILED WITH THE  SECURITIES  AND  EXCHANGE  COMMISSION ON []
AUGUST  9,  2000  AND  RELATED  LETTER  OF  TRANSMITTAL,  WHICH  WILL BE  MAILED
SEPARATELY TO COHOES STOCKHOLDERS.




                                        3





             SPECIAL MEETING OF STOCKHOLDERS OF COHOES BANCORP, INC.
                          TO BE HELD ON AUGUST 17, 2000

                 PROXY STATEMENT OF AMBANC HOLDING COMPANY, INC.

          SOLICITATION OF PROXIES IN OPPOSITION TO THE PROPOSED MERGER
             OF COHOES BANCORP, INC. AND HUDSON RIVER BANCORP, INC.

         This Proxy  Statement and the enclosed BLUE proxy card are furnished by
Ambanc Holding Company, Inc., a Delaware corporation  ("Ambanc"),  in connection
with its  solicitation  of proxies to be used at a special meeting (the "Special
Meeting")  of  stockholders  of Cohoes  Bancorp,  Inc.,  a Delaware  corporation
("Cohoes"),  to be held on August 17, 2000, at the Century House, 997 New Loudon
Road,  Latham,  New  York,  3:00  p.m.  local  time,  and at  any  adjournments,
postponements or reschedulings thereof. Pursuant to this Proxy Statement, Ambanc
is soliciting  proxies from holders of shares of common stock of Cohoes ("Cohoes
Common  Stock") to vote  AGAINST the proposed  merger of Hudson  River  Bancorp,
Inc., a Delaware corporation ("Hudson"),  with Cohoes (such proposed merger, the
"Proposed Hudson  Merger").  Cohoes has set June 22, 2000 as the record date for
determining  those  stockholders  who will be  entitled  to vote at the  Special
Meeting. This Proxy Statement and the enclosed BLUE proxy are first being mailed
to  stockholders  of  Cohoes  on or about  August  _____,  2000.  The  principal
executive  offices of Cohoes are  located at 75 Remsen  Road,  Cohoes,  New York
12047 (518) 233-6500.

THE AMBANC OFFER

         Ambanc  intends to  commence a Tender  Offer  (the  "Ambanc  Offer") to
purchase each  outstanding  share of Cohoes Common Stock for $16.50 in cash, net
to the seller.  The terms and conditions of the Ambanc Offer are set forth in an
Offer to Purchase and a related letter of  transmittal  filed by Ambanc with the
Securities and Exchange Commission (the "Commission") on August 9, 2000 and will
be mailed separately to Cohoes  stockholders.  Cohoes  stockholders are urged to
read the Offer to Purchase carefully because it contains  important  information
concerning the Ambanc Offer.

         Based on the closing  price of the Hudson common stock on the Nasdaq on
July 26,  2000 (the last  trading  day  before  the  announcement  of the Ambanc
Offer), the Ambanc Offer with a cash value of $16.50 per Cohoes share represents
more than a 17% pre-tax  premium over the implied  value of the Proposed  Hudson
Merger of $14.07 (based on the 1.185 to 1 exchange ratio in that transaction and
the $11.875 closing price of Hudson common stock on July 26, 2000).  Because the
number of shares you would receive in the Proposed  Hudson Merger is fixed,  the
implied value of the Proposed  Hudson Merger will fluctuate  based on changes in
the market price of the Hudson  Common Stock.  However,  the value of the Ambanc
Offer  will  remain  fixed at $16.50 in cash per share of Cohoes  Common  Stock.
Because  the Ambanc  Offer is all cash,  as opposed  to a tax-free  exchange  of
shares,  the  Ambanc  Offer  will be fully  taxable  to Cohoes  shareholders  at
applicable tax rates.

         The purpose of the Ambanc Offer is to enable Ambanc to acquire  control
of, and  ultimately the entire equity  interest in, Cohoes.  The Ambanc Offer is
intended to  facilitate  the  acquisition  of all of the  outstanding  shares of
Cohoes Common Stock. If the Ambanc Offer is consummated,  Cohoes would be merged
with and into Ambanc, with Ambanc being the surviving entity (the "Ambanc-Cohoes
Merger").

                                        4



REASONS FOR THE AMBANC OFFER

         Ambanc believes that the  acquisition of Cohoes by Ambanc  represents a
compelling opportunity to enhance value for both Cohoes and Ambanc stockholders.
Specifically,  Ambanc  believes  that the  acquisition  of Cohoes  will  produce
substantial benefits for Cohoes stockholders, including the following:

          o    HIGHER  PREMIUM.  Based on closing  prices on July 26,  2000 (the
               last trading day before the  announcement  of the Ambanc  Offer),
               the Ambanc Offer  represents more than a 17% pre-tax premium over
               the implied  value of the  Proposed  Hudson  Merger.  Because the
               Ambanc  Offer is all cash,  as opposed to a tax-free  exchange of
               shares,  the  Ambanc  Offer  will  be  fully  taxable  to  Cohoes
               shareholders at applicable tax rates.

          o    CASH  VALUE.  As  Ambanc's  offer  is  cash,  the  value  that  a
               stockholder  will  receive is known to be $16.50 per share.  Both
               Hudson's and Trustco's offers provide stock as consideration.  As
               stocks are  volatile  investments,  the actual value that will be
               received by a Cohoes shareholder in the Hudson and Trustco offers
               is unknown at this time.

          o    PROVIDES CASH FOR INVESTMENT.  As Ambanc's offer is cash,  Cohoes
               shareholders can reinvest in any stock they choose.


AMBANC'S CAPACITY TO PAY FOR THE [] ACQUISITION OF COHOES

         [] Ambanc  will not accept for  payment or pay for any shares  tendered
until all  conditions  of its offer have been  satisfied  or waived.  Regulatory
approval  is  one  such  condition  and  is  unwaivable.  Ambanc's  wholly-owned
subsidiary,   Mohawk  Community  Bank,   currently  has  over  $200  million  in
available-for-sale  securities,  which  is  more  than  adequate  to pay for the
acquisition  of Cohoes.  The available for sale  securities  currently  owned by
Ambanc are highly liquid  securities for which there is an active trading market
with quotations and values set daily. The securities  consist of mortgage-backed
and other government securities issued by the Federal Home Loan Bank (FHLB), the
Federal Home Loan Mortgage  Corporation  (FHLMC),  the Federal National Mortgage
Association (FNMA), the Government National Mortgage  Association (GNMA) and the
U.S.  Treasury and other  agencies,  and are  immediately  saleable.  Ambanc has
factored in any loss it might have on its securities portfolio, based on current
trading prices,  in determining its ability to pay the offer price, even though,
at the time such securities are eventually sold, there may be a substantial gain
on the portfolio, depending upon the then interest rate environment.

         In addition,  using the available-for-sale  securities[] to pay for the
acquisition  of Cohoes will affect  Ambanc's  regulatory  capital  position.  As
discussed in Section 17 of the Offer to  Purchase,  the  financial  resources of
Ambanc  following  the  Ambanc-Cohoes  Merger  will be an  important  factor  in
obtaining  federal  regulatory  approval of the Ambanc-Cohoes  Merger.  Based on
certain  financial  assumptions  regarding  Ambanc and Cohoes,  Ambanc currently
believes  that,  following the  Ambanc-Cohoes  Merger,  it will have  sufficient
financial  resources and regulatory capital to satisfy regulatory  requirements.
There can be no assurance, however, that such approvals will be received.


CONDITIONS TO THE AMBANC OFFER

         The Ambanc Offer is  conditioned  upon,  among other things:  (i) there
being validly  tendered and not withdrawn  prior to the expiration of the Ambanc
Offer a number of shares of Cohoes Common Stock which would represent at least a
majority  of the total  number of  outstanding  Cohoes  Common  Stock on a fully
diluted basis; (ii) the receipt of all regulatory  approvals sought by Ambanc in
connection  with the  transactions  contemplated by the Ambanc Offer without the
imposition of any material condition

                                        5





unacceptable to Ambanc, the expiration of all required waiting periods,  and the
compliance  by  Ambanc  with any  terms or  conditions  of such  approvals  (the
"Regulatory  Approval  Condition");  (iii) the Cohoes  Board of  Directors  (the
"Cohoes  Board") having approved the Ambanc Offer and having amended the charter
of Cohoes  Savings Bank to eliminate  the  provisions  thereof  prohibiting  the
direct or indirect ownership of more than 10% of any class of an equity security
of Cohoes Savings Bank,  Ambanc being satisfied,  in its sole  discretion,  that
Section 203 of the Delaware General Corporation Law (the "DGCL")(which generally
prohibits  transactions  between a  Delaware  corporation  and a 15% or  greater
shareholder  unless  certain  conditions,  such  as the  prior  approval  of the
Delaware  corporation's  board,  have  been  satisfied)  and  the  anti-takeover
provisions of Cohoes' Certificate of Incorporation  ("Cohoes'  Certificate") and
the  charter of Cohoes  Savings  Bank are invalid or are not  applicable  to the
transactions   contemplated   by  the  Ambanc  Offer  ("Removal  of  Impediments
Condition");  (iv) since June 30, 1999,  there being no material adverse change,
or any prospective material adverse change, in the financial condition, business
or assets of Cohoes;  (v) the  termination  of the  Agreement and Plan of Merger
dated April 25, 2000 between Hudson and Cohoes (the "Hudson Merger  Agreement");
(vi) the termination of the Stock Option  Agreement dated April 25, 2000 between
Hudson and Cohoes (the "Hudson Option Agreement") and surrender to Cohoes of the
option  granted  to Hudson  thereunder;  (vii) the  stockholders  of Cohoes  not
approving the Proposed Hudson Merger; and (viii) Satisfactory  completion of Due
Diligence. Ambanc has reserved the absolute right to waive any of the conditions
of the Ambanc Offer other than the Regulatory Approval Condition.

         Absent any payment therefor, there is no financial incentive for Hudson
to voluntarily  terminate the Hudson Option  Agreement.  Under the Hudson Option
Agreement,  Hudson  would have the right to acquire  1,574,538  shares of Cohoes
Common  Stock at an  exercise  price of $9.8125  per  share,  subject to certain
adjustments.  As of August 8, 2000,  based on the closing price of Cohoes common
stock of $14.00 per share, the Hudson Option had a value of  approximately  $6.6
million.

         Section  203 of the DGCL  generally  prohibits  transactions  between a
Delaware  corporation,  such  as  Cohoes,  and a  15%  greater  stockholder  (an
"Interested  Stockholder").  This restriction does not apply if: (i) before such
person became an  Interested  Shareholder,  the board of directors  approved the
transaction   in  which  the  Interested   Shareholder   becomes  an  Interested
Shareholder or approved the business  combination;  or (ii) upon consummation of
the  transaction  which  resulted  in the  shareholder  becoming  an  Interested
Shareholder,  the Interested  Shareholder owned at least 85% of the voting stock
of Cohoes  outstanding  at the time the  transaction  commenced,  excluding  for
purposes of determining the number of shares outstanding,  those shares owned by
(a) persons who are directors and also officers and (b) employee  stock plans in
which employee  participants  do not have the right to determine  confidentially
whether shares held subject to the plan will be tendered in a tender or exchange
offer;  or (iii) on or  subsequent  to such date,  the business  combination  is
approved  by the board of  directors  and  authorized  at an  annual or  special
meeting of shareholders,  and not by written consent, by the affirmative vote of
at least  two-thirds of the  outstanding  voting stock which is not owned by the
Interested Shareholder.

         The  tender of Cohoes  shares of common  stock  pursuant  to the Ambanc
Offer would reduce the number of shares that might  otherwise trade publicly and
the number of holders of shares and could adversely  affect the liquidity of the
Cohoes stock.

         In order to complete  its  acquisition  of Cohoes in the  Cohoes-Ambanc
Merger following the  consummation of the Ambanc Offer,  Ambanc would need to be
able to vote the  shares  tendered  to it.  The  Cohoes'  Certificate,  however,
provides that a beneficial  owner of more than 10% of the voting stock of Cohoes
is  prohibited  from  voting  more  than 10% of the  stock of  Cohoes  (the "10%
Limit").  Removal of this  provision  would  require the  approval of 80% of the
voting power of all  outstanding  Cohoes  shares.  Thus,  the  completion of the
Ambanc  Offer  could be  delayed  due to the need to hold a  meeting  of  Cohoes
stockholders to approve an amendment to the Cohoes' Certificate removing the 10%
Limit.  In  addition,   removal  of  other  impediments  to  the  completion  of
Ambanc-Cohoes Merger, including Section 203 of the

                                        6





DGCL and certain  anti-takeover  provisions in the Cohoes'  Certificate  and the
charter of Cohoes Savings Bank, would require the approval of the Cohoes Board.

         There can be no assurance  that the conditions to the Ambanc Offer will
be satisfied and, if so, as to the timing of  satisfaction  of such  conditions.
While  satisfaction  of certain of such  conditions is within the control of the
Cohoes Board, satisfaction of certain other conditions is outside the control of
the Cohoes Board. By voting against the Proposed Hudson Merger, stockholders can
demonstrate  their support for the proposed  combination of Cohoes and Ambanc. A
vote against the Proposed Hudson Merger moves all Cohoes  stockholders closer to
being able to benefit from the Ambanc Offer.

         While Ambanc is committed to acquiring Cohoes,  until the conditions to
the Ambanc Offer are  satisfied  or waived,  Ambanc will not purchase any Cohoes
Common  Stock  pursuant to the Ambanc  Offer.  Accordingly,  a vote  against the
Proposed  Hudson  Merger  could  leave  Cohoes  stockholders  without  a  viable
alternative for an acquisition of Cohoes because even if the Cohoes stockholders
reject the Proposed  Hudson Merger,  Ambanc cannot offer any assurances that all
of the other  conditions  to the Ambanc Offer will be satisfied  and that Ambanc
will proceed with the completion of the Ambanc Offer.

CERTAIN INFORMATION CONCERNING THE PROPOSED HUDSON MERGER

         The Hudson Merger Agreement  provides that Hudson will be the surviving
corporation in the merger.  Each outstanding share of Cohoes Common Stock, other
than those beneficially owned by Cohoes or Hudson, would be converted into 1.185
shares of Hudson common stock.  The obligations of Cohoes and Hudson to complete
the Proposed  Hudson  Merger are subject to various  conditions,  including  the
following:  (i)  approval  and  adoption of the Hudson  Merger  Agreement by the
stockholders  of Cohoes and Hudson;  and (ii) receipt and  effectiveness  of all
governmental and other approvals,  registrations and consents and the expiration
of all related waiting periods required to consummate the Proposed Hudson Merger
and the issuance of Hudson common stock.

         In connection with the execution of the Hudson Merger Agreement, Cohoes
and Hudson  also  entered  into the Hudson  Option  Agreement  pursuant to which
Cohoes granted to Hudson an option (the "Hudson  Option") to purchase  1,574,538
shares  of  Cohoes  Common  Stock  (or  approximately  19.9% of the  issued  and
outstanding  shares of Cohoes  Common  Stock at the time of grant of the  Hudson
Option),  at an  exercise  price  of  $9.8125  per  share,  subject  to  certain
adjustments.

         Hudson may  exercise the Hudson  Option if both an "initial  triggering
event" and a "subsequent  triggering  event" occur prior to the occurrence of an
event that would terminate the Hudson Option.  An initial  triggering  event has
occurred  under the Hudson  Option  Agreement by virtue of the Ambanc  Offer.  A
subsequent  triggering  event under the Hudson  Option will have occurred if any
person acquires  beneficial  ownership of 25% or more of the outstanding  voting
securities  of Cohoes or if Cohoes  enters into an agreement  with respect to or
otherwise  proposes or recommends any transaction with a third party (other than
Hudson)  involving  a  merger  or  consolidation  of,  or a  sale  of  all  or a
substantial part of the assets or deposits of or securities  constituting 25% or
more of the  outstanding  voting  power of,  Cohoes or any of its  subsidiaries.
Completion of the Ambanc Offer would  constitute a subsequent  triggering  event
and would result in the Hudson Option becoming exercisable. It is a condition to
the Ambanc Offer, however, that the Hudson Option be terminated.

         The foregoing description of the Hudson Merger Agreement and the Hudson
Option  Agreement  is qualified in its entirety by reference to the full text of
the Hudson Merger  Agreement and the Hudson  Option  Agreement,  copies of which
were  included as exhibits to the Hudson  Current  Report filed on Form 8-K with
the Commission on May 5, 2000.


                                        7





         The  purpose of the  solicitation  made by this Proxy  Statement  is to
enable Cohoes  stockholders to decide for themselves whether the proposed Ambanc
Offer is superior  to the  Proposed  Hudson  Merger and to act in their own best
interests.

IMPORTANT

         IF YOU WANT TO HAVE THE OPPORTUNITY TO ACCEPT THE AMBANC OFFER, WE URGE
YOU TO PROMPTLY SIGN,  DATE AND MAIL THE ENCLOSED BLUE PROXY TO VOTE AGAINST THE
PROPOSED HUDSON MERGER.  BECAUSE THE SPECIAL MEETING IS SCHEDULED FOR AUGUST 17,
2000, WE URGE YOU TO EXECUTE AND MAIL THE BLUE PROXY CARD AS SOON AS POSSIBLE.

         REJECTION OF THE PROPOSED  HUDSON MERGER IS A CRITICAL STEP IN SECURING
THE SUCCESS OF THE AMBANC  OFFER.  YOUR VOTE AGAINST THE PROPOSED  HUDSON MERGER
DOES NOT OBLIGATE YOU TO TENDER YOUR SHARES PURSUANT TO THE AMBANC OFFER.

         EVEN IF YOU  HAVE  ALREADY  SENT A PROXY  TO THE  COHOES  BOARD,  OR TO
TRUSTCO, YOU HAVE EVERY RIGHT TO CHANGE YOUR VOTE. YOU MAY REVOKE THAT PROXY AND
VOTE  AGAINST THE  PROPOSED  HUDSON  MERGER BY  SIGNING,  DATING AND MAILING THE
ENCLOSED BLUE PROXY IN THE ENCLOSED ADDRESSED ENVELOPE.  NO POSTAGE IS NECESSARY
IF YOUR PROXY IS MAILED IN THE UNITED STATES.


         THIS PROXY STATEMENT  RELATES SOLELY TO THE  SOLICITATION OF PROXIES IN
OPPOSITION TO THE PROPOSED  HUDSON MERGER AND IS NOT A REQUEST FOR THE TENDER OF
COHOES COMMON STOCK. THE AMBANC OFFER IS BEING MADE ONLY BY MEANS OF AN OFFER TO
PURCHASE  AND  RELATED  LETTER OF  TRANSMITTAL  FILED  WITH THE  SECURITIES  AND
EXCHANGE COMMISSION IN ACCORDANCE WITH THE SECURITIES EXCHANGE ACT OF 1934 ON []
AUGUST 9, 2000. THE OFFER TO PURCHASE AND LETTER OF TRANSMITTAL ARE BEING MAILED
SEPARATELY TO COHOES STOCKHOLDERS.


BACKGROUND OF THE AMBANC OFFER

         From time to time, Ambanc is involved in due diligence  investigations,
discussions  and   negotiations   concerning   possible   business   combination
transactions  with  other  financial  institutions.  Ambanc  generally  seeks to
acquire financial  institutions that would: (i) complement its overall strategic
focus;  (ii)  provide  opportunities  for  growth in  markets  where the  target
financial  institution  conducts  business;  and (iii) improve  Ambanc's  retail
banking franchise.


         In August 1998,  Ambanc  retained  Sandler  O'Neill & Partner,  L.P. to
explore strategic options for Ambanc which could result in the sale or merger of
Ambanc.  As part of this process,  Cohoes was contacted to ascertain  whether it
had any interest in a strategic  combination with Ambanc.  In the late spring of
1999, Cohoes indicated an interest  regarding a possible  acquisition of Ambanc.
In furtherance of this possible business combination, the parties entered into a
confidentiality   agreement  whereupon  Ambanc  furnished  Cohoes  with  certain
business and other  information  regarding  Ambanc.  In June 1999, Cohoes made a
nonbinding  expression  of  interest  to acquire  Ambanc  which,  after  further
negotiations  with  Cohoes,  was  ultimately  rejected  by the  Ambanc  Board of
Directors  in [] July1999.  Subsequently,  in September  and October  1999,  the
Presidents  of  the  two  companies   informally   discussed  possible  business
combinations  and the  parties  recommenced  discussions  regarding  a  possible
acquisition of Ambanc by Cohoes. In December


                                        8





1999,  Cohoes again made a nonbinding  expression of interest to acquire Ambanc.
After several  weeks of  negotiations  and due  diligence,  Cohoes  withdrew its
proposal in January 2000.

         On April 25, 2000,  Cohoes and Hudson  announced  that they had entered
into the Hudson  Merger  Agreement and the Hudson  Option  Agreement.  Following
announcement  of the Proposed  Hudson  Merger,  Ambanc  reviewed  its  strategic
options in light of the Proposed Hudson Merger.


         In May 2000, the President of Cohoes  contacted the President of Ambanc
regarding  possible  discussions of an acquisition of Ambanc by Cohoes.  In June
2000,  representatives  of the companies met twice to discuss the possibility of
an acquisition of Ambanc by Cohoes. On June 15, 2000, Ambanc made an acquisition
proposal to the Cohoes Board of Directors in which Ambanc would  acquire  Cohoes
in a merger in which each share of Cohoes'  common stock would be exchanged  for
$14.75,  in cash.  Subsequently,  a director of Ambanc  discussed  with  Cohoes'
investment  banker Cohoes interest in acquiring Ambanc. On June 20, 2000, Cohoes
and Hudson [] jointly made a nonbinding  offer to acquire Ambanc [],  contingent
upon,  among other things,  the  successful  completion  of the Proposed  Hudson
Merger. On June 23, 2000,  representatives of Ambanc met with representatives of
Cohoes  and  Hudson [] to  discuss  the joint  nonbinding  proposal  to  acquire
Ambanc[] and Ambanc's proposed acquisition of Cohoes.  Ambanc's  representatives
at the meeting requested,  among other things, that Cohoes increase its proposed
price and drop the  condition  that the  Proposed  Hudson  Merger be  completed.
Cohoes  refused  this  request and  suggested  that any  negotiations  had to be
conducted through Cohoes'  investment  banker.  Accordingly,  subsequent to this
meeting,  a director of Ambanc and Ambanc's  financial advisor contacted Cohoes'
investment  banker in an attempt to negotiate a higher price for Ambanc and have
the completion of the Proposed Hudson Merger dropped as a condition precedent to
the completion of the Ambanc  acquisition.  Also later on June 23, 2000,  Ambanc
revised its  proposal  to Cohoes and  offered to purchase  each share of Cohoes'
common stock for $15.25 in cash. On June 26, 2000,  Ambanc  notified  Cohoes and
Hudson that it had rejected the joint nonbinding proposal from Cohoes and Hudson
[] for being too low in price and too  conditional  to assure  completion of the
acquisition. The June 23, 2000, revised proposal of Ambanc to acquire Cohoes was
rejected by Cohoes in July 2000.


         On July 27, 2000,  Ambanc  announced its intention to commence a tender
offer to purchase each outstanding share of Cohoes Common Stock for a cash equal
to $16.50.

REASONS TO VOTE AGAINST THE PROPOSED HUDSON MERGER

         Ambanc urges you to vote your shares of Cohoes Common Stock AGAINST the
Proposed Hudson Merger for the following reasons.

         o        A VOTE  AGAINST  THE  PROPOSED  HUDSON  MERGER  GIVES  YOU THE
                  OPPORTUNITY TO RECEIVE A PREMIUM FOR YOUR SHARES IN THE AMBANC
                  OFFER.

         The Ambanc Offer, if consummated,  would provide you $16.50 in cash per
share of Cohoes Common Stock.  In the Proposed  Hudson Merger,  you will receive
shares of Hudson common stock which have an implied value of $14.07 based on the
exchange  ratio in the Proposed  Hudson  Merger and the closing  price of Hudson
Common Stock on July 26, 2000. As of July 26, 2000, the Ambanc Offer represented
a pre-tax premium of more than 17% over the implied value of the Proposed Hudson
Merger.  Because  the  number of shares of Hudson  Common  Stock  that you would
receive  in the  Proposed  Hudson  Merger is  fixed,  the  implied  value of the
Proposed  Hudson Merger will fluctuate  based on changes in the market prices of
the Hudson  Common  Stock.  However,  the value of the Ambanc  Offer will remain
fixed at $16.50 in cash per

                                        9





share of Cohoes Common  Stock.  Because the Ambanc Offer is all cash, as opposed
to a tax-free  exchange  of shares,  the Ambanc  Offer will be fully  taxable to
Cohoes shareholders at applicable tax rates.

         o        A VOTE  AGAINST  THE  PROPOSED  HUDSON  MERGER  SENDS A STRONG
                  MESSAGE TO THE COHOES  BOARD  THAT YOU WANT TO  PRESERVE  YOUR
                  OPPORTUNITY TO ACCEPT THE AMBANC OFFER.

         By  voting  against  the  Proposed  Hudson  Merger,   stockholders  can
demonstrate  their support for the proposed  acquisition of Cohoes by Ambanc.  A
vote against the Proposed  Hudson  Merger  moves Cohoes  stockholders  closer to
being able to benefit from the Ambanc Offer.

         A vote  against the  Proposed  Hudson  Merger will not  obligate you to
tender your shares of Cohoes Common Stock pursuant to the Ambanc Offer. However,
it will give you an opportunity to decide for yourself  whether the Ambanc Offer
is in your best interest.  On the other hand, if the Cohoes stockholders approve
the Proposed Hudson Merger, it is likely that the Proposed Hudson Merger will be
consummated.

         o        A VOTE AGAINST THE PROPOSED  HUDSON MERGER WILL SATISFY ONE OF
                  THE CONDITIONS TO THE AMBANC OFFER.

         One  condition of the Ambanc Offer is that the Cohoes  stockholders  do
not approve the Proposed  Hudson Merger.  Ambanc will not purchase any shares of
Cohoes  Common  Stock in the Ambanc Offer  unless this  condition is  satisfied.
Thus, a vote against the Proposed  Hudson  Merger moves all Cohoes  stockholders
closer to being able to  receive  the cash  consideration  offered in the Ambanc
Offer.  For a description of certain other  conditions to the Ambanc Offer,  see
"Conditions to the Ambanc Offer."

         While Ambanc is committed to acquiring Cohoes,  until the conditions to
the Ambanc Offer are  satisfied  or waived,  Ambanc will not purchase any Cohoes
Common  Stock  pursuant to the Ambanc  Offer.  Accordingly,  a vote  against the
Proposed  Hudson  Merger  could  leave  Cohoes  stockholders  without  a  viable
alternative for an acquisition of Cohoes because even if the Cohoes stockholders
reject the Proposed  Hudson Merger,  Ambanc cannot offer any assurances that all
of the other  conditions  to the Ambanc Offer will be satisfied  and that Ambanc
will proceed with the completion of the Ambanc Offer.

OBSTACLES TO THE AMBANC OFFER CREATED BY THE COHOES BOARD OF DIRECTORS

         You should be aware that the Cohoes Board has taken several  actions in
connection  with the Proposed  Hudson Merger which create  barriers  against any
competing proposals (including the Ambanc Offer) and thus hinder your ability to
receive greater value for your Cohoes Common Stock.

         In the Hudson Merger  Agreement,  Cohoes has agreed that from April 25,
2000 until the closing of the Proposed  Hudson Merger or the  termination of the
Hudson  Merger  Agreement,  Cohoes  may not enter into any  discussions  with or
furnish any confidential information to any person making an offer to merge with
or acquire Cohoes unless the Cohoes Board has determined  that the failure to do
the same would  result in a breach of the  fiduciary  duty of the  Cohoes  Board
under applicable law.  Notwithstanding the proceeding,  the Cohoes Board cannot,
without  violating the Hudson merger  agreement,  terminate  that  Agreement and
enter into an agreement with another party even if, after such discussions,  the
other party makes an offer superior to that of the Proposed Hudson Merger.

         Under the terms of the Hudson  Merger  Agreement,  the Cohoes Board has
obligated itself to recommend the Proposed Hudson Merger to Cohoes  stockholders
under any and all circumstances, even if a third party makes a superior proposal
to merge with or acquire Cohoes.


                                       10






         YOU CAN TAKE IMMEDIATE STEPS TO HELP OBTAIN [] $16.50 PER SHARE IN
CASH FOR YOUR COHOES SHARES


         (1) Return your BLUE proxy and vote AGAINST the Proposed Hudson Merger;
and

         (2) Make your views known to the Cohoes Board.


BY TAKING THESE STEPS,  YOU WILL GIVE THE COHOES BOARD A CLEAR MESSAGE THAT THEY
SHOULD TAKE ALL NECESSARY ACTIONS TO REMOVE ALL OBSTACLES TO THE AMBANC OFFER[].

         We believe that a vote against the Proposed  Hudson Merger [] is a step
toward enabling Cohoes stockholders to [] receive the cash consideration offered
by the Ambanc  Offer[]  and is  essential  to secure  the  success of the Ambanc
Offer.


VOTING INFORMATION

         According to  information  contained in the proxy  statement/prospectus
filed by Hudson and Cohoes  with the SEC with  respect  to the  Proposed  Hudson
Merger,  as of June 22, 2000, there were 7,912,255 shares of Cohoes Common Stock
outstanding.  Approval of the Proposed  Hudson Merger  requires the  affirmative
vote of holders of a majority of all outstanding  shares of Cohoes Common Stock.
Cohoes  stockholders  are  entitled to one vote for each share of Cohoes  Common
Stock held as of June 22, 2000.  Broker  non-votes and abstentions will have the
same effect as votes against the Proposed Hudson Merger.

         The  accompanying  BLUE  proxy  will be  voted in  accordance  with the
stockholder's instructions on such BLUE proxy. Stockholders may vote against the
Proposed  Hudson  Merger by  marking  the proper  box on the BLUE  proxy.  If no
instructions are given, the BLUE proxy will be voted AGAINST the Proposed Hudson
Merger.

         Whether or not you plan to attend the Special  Meeting,  we urge you to
vote  AGAINST  the  Proposed  Hudson  Merger  on the  enclosed  BLUE  proxy  and
immediately mail it in the enclosed  envelope.  You may do this even if you have
already  sent in a different  proxy  solicited by the Cohoes  Board.  IT IS YOUR
LATEST  DATED PROXY THAT COUNTS.  Execution  and delivery of a proxy by a record
holder of shares of Cohoes  Common  Stock  will be  presumed  to be a proxy with
respect to all shares  held by such  record  holder  unless the proxy  specifies
otherwise.

         You may  revoke  your  proxy  at any  time  prior  to its  exercise  by
attending  the  Special  Meeting  and voting in  person,  by  submitting  a duly
executed  later dated proxy or by  submitting  a written  notice of  revocation.
Unless revoked in the manner set forth above,  duly executed proxies in the form
enclosed will be voted at the Special  Meeting on the Proposed  Hudson Merger in
accordance with your  instructions.  In the absence of such  instructions,  such
proxies will be voted AGAINST the Proposed Hudson Merger.

         AMBANC STRONGLY RECOMMENDS A VOTE AGAINST THE  PROPOSED HUDSON MERGER.

         YOUR VOTE IS  IMPORTANT.  PLEASE  SIGN,  DATE AND RETURN THE BLUE PROXY
TODAY. IF YOU ALREADY HAVE SENT A PROXY TO THE COHOES BOARD, YOU MAY REVOKE THAT
PROXY AND VOTE AGAINST THE PROPOSED HUDSON MERGER BY SIGNING, DATING AND MAILING
THE ENCLOSED BLUE PROXY.



                                       11





         If you have any questions about the voting of your shares, please call:

                              D.F. KING & CO., INC.
                                 77 Water Street
                            New York, New York 10005
                                 1-800-487-4870


SOLICITATION OF PROXIES

         Proxies will be solicited by mail, telephone,  telecopy, telegraph, the
Internet,  newspapers  and other  publications  of general  distribution  and in
person.  Directors,  officers  and  certain  employees  of Ambanc  and the other
participants  listed on  Schedule  II hereto may assist in the  solicitation  of
proxies  without any additional  remuneration  (except as otherwise set forth in
this Proxy Statement).

         Ambanc has retained D.F. King & Co.,  Inc.("King") for solicitation and
advisory  services  in  connection  with  solicitations  relating to the Special
Meeting,  for which King is to receive a fee of $10,000 in  connection  with the
solicitation  of proxies  for the  Special  Meeting.  Ambanc has also  agreed to
reimburse D.F. King & Co., Inc. for out-of-pocket expenses and to indemnify D.F.
King & Co., Inc. against certain liabilities and expenses,  including reasonable
legal fees and related charges, in connection with its solicitation  activities.
D.F.  King & Co.,  Inc.  will  solicit  proxies  for the  Special  Meeting  from
individuals,  brokers,  banks, bank nominees and other institutional holders. In
addition,  Ambanc has retained D.F. King & Co., Inc. to act as information agent
in connection with the Ambanc Offer. Ambanc has agreed that it will pay a fee of
$10,000 to D.F. King & Co., Inc. for services as  information  agent,  reimburse
D.F. King & Co., Inc. for  out-of-pocket  expenses and to indemnify  D.F. King &
Co., Inc. against certain liabilities and expenses,  including  reasonable legal
fees and related  charges,  in connection  with its  engagement  as  information
agent.

         Directors,  officers and certain  employees of Ambanc may assist in the
solicitation of proxies without any additional remuneration.  The entire expense
of soliciting proxies for the Special Meeting by or on behalf of Ambanc is being
borne by Ambanc.

CERTAIN INFORMATION ABOUT AMBANC

         Ambanc was formed as a Delaware  corporation in June 1995 to act as the
holding company for Mohawk  Community Bank (formerly known as Amsterdam  Savings
Bank, FSB) (the "Bank") upon the completion of the Bank's conversion from mutual
to stock form on December 26, 1995.  Ambanc's  Common Stock trades on the Nasdaq
National Market under the symbol "AHCI".  Ambanc's principal executive office is
located  at 11  Division  Street,  Amsterdam,  New  York,  12010-4303,  and  its
telephone number is (518) 842-7200.

         At  December  31,  1999,  Ambanc  had  $740.7  million  of  assets  and
shareholders' equity of $75.6 million or 10.2% of total assets.

         The Bank,  organized  in 1886,  is a federally  chartered  savings bank
headquartered  in  Amsterdam,  New  York.  The  principal  business  of the Bank
consists of attracting  retail  deposits from the general public and using those
funds,  together with borrowings and other funds, to originate primarily one- to
four-family  residential  mortgage loans,  home equity loans and consumer loans,
and to a lesser extent,  commercial and multi-family real estate, and commercial
business  loans in the Bank's  primary  market  area.  The Bank also  invests in
mortgage-backed  securities,  U.S.  Government and agency  obligations and other
permissible

                                       12





investments.   Revenues   are  derived   primarily   from   interest  on  loans,
mortgage-backed  and  related  securities  and  investments.  The Bank  offers a
variety of deposit accounts having a wide range of interest rates and terms. The
Bank is a member of the Bank Insurance Fund (the"BIF"), which is administered by
the Federal Deposit Insurance Corporation (the"FDIC").  Its deposits are insured
up to applicable limits by the FDIC. The Bank primarily solicits deposits in its
primary market area.

         Ambanc's Offer to Purchase, and the related letter of transmittal,  has
been  filed  with the  Commission  under  the  Securities  Exchange  Act of 1934
("Exchange  Act"),  as amended.  Ambanc is subject to the  informational  filing
requirements of the Exchange Act, and, in accordance therewith,  is obligated to
file  reports,  proxy  statements  and  other  information  with the  Commission
relating to its business,  financial condition and other matters. Information as
of  particular  dates  concerning   Ambanc's   directors  and  officers,   their
remuneration,  options  granted  to them,  the  principal  holders  of  Ambanc's
securities  and any  material  interests of such  persons in  transactions  with
Ambanc is required to be disclosed in proxy  statements  distributed to Ambanc's
stockholders  and filed  with the  Commission.  The Offer to  Purchase  and such
reports,  proxy  statements  and  other  information  should  be  available  for
inspection at the public  reference  facilities  of the  Commission at 450 Fifth
Street,  N.W.,  Washington,  D.C.  20549,  and at the  regional  offices  of the
Commission  located at Seven World Trade Center,  Suite 1300, New York, NY 10048
and 500 West Madison Street,  Suite 1400, Chicago, IL 60661 (call 1-800-SEC-0330
for  hours).  Copies of such  information  should be  obtainable  by mail,  upon
payment of the Commission's  customary  charges,  by writing to the Commission's
principal office at 450 Fifth Street, N.W.,  Washington,  D.C.  20549-6009.  The
Commission  also  maintains  an  Internet  website  at  http://www.sec.gov  that
contains  the Offer to Purchase  and the  reports,  proxy  statements  and other
information filed electronically by Ambanc.

FORWARD-LOOKING STATEMENTS

         This  Proxy  Statement  contains  certain  forward-looking   statements
concerning  the  financial  condition  and  business  of  Ambanc  following  the
consummation of its proposed  acquisition of Cohoes,  the anticipated  financial
and other benefits of such proposed  acquisition and the plans and objectives of
Ambanc's management following such proposed  acquisition.  Generally,  the words
"will,"  "may,"  "should,"   "continue,"   "believes,"   "expects,"   "intends,"
"anticipates" or similar expressions identify forward-looking statements.  These
forward-looking statements involve certain risks and uncertainties. Factors that
could cause actual results to differ  materially from those  contemplated by the
forward-looking  statements  include,  among others,  the following  factors:(i)
competitive   pressure   among   financial   services   companies  may  increase
significantly;  (ii) adverse changes in the interest rate environment may reduce
interest margins or adversely affect asset values of the company;  (iii) general
economic  conditions,  whether nationally or in the market areas in which Ambanc
and  Cohoes   conduct   business,   may  be  less   favorable   than   expected;
(iv)legislation  or regulatory  changes may adversely  affect the  businesses in
which  Ambanc and Cohoes are  engaged;  or (v) adverse  changes may occur in the
securities markets.

OTHER INFORMATION


         The  information  concerning  Cohoes,  Hudson and the  Proposed  Hudson
Merger  contained  herein has been taken from or based upon, and is qualified in
its entirety by,  publicly  available  documents on file with the Commission and
other publicly available information. []




                                       13





         Ambanc is not aware of any other matter to be considered at the Special
Meeting. However, if any other matter properly comes before the Special Meeting,
Ambanc will vote all proxies held by it as Ambanc,  in its sole discretion,  may
determine.

                          Ambanc Holding Company, Inc.

                           Dated: August______ , 2000

         If you have any  questions  or need  assistance  in voting your shares,
please call:

                              D.F. KING & CO., INC.
                                 77 Water Street
                            New York, New York 10005
                                 1-800-487-4870



                                       14


                                   SCHEDULE I

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND
                              MANAGEMENT OF COHOES

         According to  information  contained in the proxy  statement/prospectus
filed by Hudson and Cohoes  with the SEC with  respect  to the  Proposed  Hudson
Merger,  as of June 22, 2000, there were 7,912,255 shares of Cohoes Common Stock
outstanding.  Pursuant to the Hudson Option Agreement,  Cohoes granted Hudson an
option  to  purchase  up  to  1,574,538  shares  of  Cohoes  Common  Stock.  The
information  concerning  Cohoes and the Proposed Hudson Merger  contained herein
has been taken from or based upon publicly available  documents on file with the
Commission and other publicly  available  information.  Ambanc does not take any
responsibility  for the accuracy or completeness of such  information or for any
failure by Cohoes to disclose  events that may have  occurred and may affect the
significance or accuracy of any such information.

         The following table sets forth, as of June 22, 2000, information, which
was derived  from the Cohoes  Proxy  Statement,  regarding  ownership  of Cohoes
common  stock by  certain  beneficial  owners  and by  directors  and  executive
officers of Cohoes, individually and as a group.




                                                Shares Beneficially Owned           Percent of Total Shares
Beneficial Owner                               at June 22, 2000 (1)(2)(3)                 Outstanding
- ----------------                               --------------------------                ------------
                                                                                      
Cohoes Bancorp, Inc. Employee Stock
Ownership Plan
 75 Remsen Street
 Cohoes, New York 12047                                762,818(5)                             9.6%

Directors:
     Harry L. Robinson                                 214,353(6)                             2.7%
     Arthur E. Bowen                                    36,603(7)                              *
     Peter G. Casabonne                                 21,603                                 *
     Michael L. Crotty                                  22,978                                 *
     Chester C. DeLaMater                               41,603(8)                              *
     Frederick G. Field, Jr.                            22,878(9)                              *
     Duncan S. MacAffer                                 28,442(10)                             *
     J. Timothy O'Hearn                                 38,756(11)                             *
     R. Douglas Paton                                   32,624(12)                             *
     Walter H. Speidel                                  37,103(13)                             *
     Donald A. Wilson                                   24,803(14)                             *
Executive officers:
     Richard A. Ahl                                    128,053(15)                            1.6%
     Albert J. Picchi                                   49,945(16)                             *
Directors and executive officers of Cohoes
   and executive officers of Cohoes Savings
   Bank, as a group (13 persons)                       699,744(17)                            8.7%




                                       15



(1)  Amount includes shares held directly,  as well as shares  allocated to such
     individuals  under the Cohoes Bancorp,  Inc.  Employee Stock Ownership Plan
     (the "Cohoes ESOP"), and other shares with respect to which a person may be
     deemed to have sole voting and/or investment power.

(2)  Under  applicable  regulations,  a  person  is  deemed  to have  beneficial
     ownership of any shares of Cohoes common stock which may be acquired within
     60 days of the date shown  pursuant to the  exercise of  outstanding  stock
     options.  Shares of Cohoes  common stock which are subject to stock options
     are deemed to be outstanding for the purpose of computing the percentage of
     outstanding  common  stock  owned by such  person or group  but not  deemed
     outstanding  for the purpose of computing  the  percentage of Cohoes common
     stock  owned by any other  person or group.  The  amounts  set forth in the
     table  include  shares  which may be  received  upon the  exercise of stock
     options  pursuant to Cohoes' 1999 Stock Option and Incentive Plan within 60
     days of the date shown as follows: for Mr. Robinson, 45,000 shares; for Mr.
     Ahl,  22,500  shares;  for Mr. Picchi,  11,250  shares;  for each of the 10
     non-employee  directors,  5,201 shares; and for all directors and executive
     officers as a group, 130,760 shares.

(3)  Includes  unvested  restricted  shares  granted  pursuant  to Cohoes'  1999
     Recognition and Retention Plan as follows: for Mr. Robinson, 90,000 shares;
     for Mr. Ahl, 45,000 shares; for Mr. Picchi,  22,500 shares; for each of the
     10  non-employee  directors,  10,402  shares;  and  for all  directors  and
     executive officers as a group,  261,520 shares.  These shares will be voted
     by Cohoes'  board  since they were  subject to  restriction  as of June 22,
     2000.

(4)  Based upon 7,912,255 shares outstanding on June 22, 2000. An asterisk ("*")
     means that the percentage is less than 1%.

(5)  Includes 71,538 shares allocated to ESOP participants, and the participants
     are entitled to direct the voting of these allocated shares.  First Bankers
     Trust Company,  the trustee of the ESOP, may be deemed to own  beneficially
     the unallocated  shares held by the ESOP.  Unallocated shares will be voted
     in the same proportion as allocated shares voted by  participants,  subject
     to the  requirements  of  applicable  law and the  fiduciary  duties of the
     trustee.  The ESOP  administrators are entitled to direct the voting of the
     allocated shares for which timely voting instructions are not received from
     the participants.

(6)  Includes 21,000 shares owned by Mr. Robinson  through Cohoes Savings Bank's
     401(k) Plan;  51,500 shares owned by the Cohoes Savings Bank Rabbi Trust of
     which Mr. Robinson is the  beneficiary;  and 2,553 shares  allocated to Mr.
     Robinson in the Cohoes ESOP.

(7)  Includes 8,500 shares owned by the Cohoes Savings Bank Rabbi Trust of which
     Mr. Bowen is the beneficiary and 1,000 shares owned by a testamentary trust
     of which Mr. Bowen's wife is trustee.

(8)  Includes 1,000 shares owned by Mr. DeLaMater's spouse.

(9)  Includes 3,277 shares owned by Mr. Field's spouse.

(10) Includes 2,627 shares owned by an intervivos trust of which Mr. MacAffer is
     trustee.

(11) Includes 1,700 shares owned directly by Mr. O'Hearn's children.

(12) Includes 7,935 shares owned by the Cohoes Savings Bank Rabbi Trust of which
     Mr. Paton is the beneficiary.

                                       16





(13) Includes 500 shares owned directly by Mr. Speidel's son.

(14) Includes 1,100 shares owned by the Cohoes Savings Bank Rabbi Trust of which
     Mr. Wilson is the beneficiary.

(15) Includes 4,000 shares owned by Mr. Ahl through Cohoes Savings Bank's 401(k)
     Plan;  9,000 shares  owned by the Cohoes  Savings Bank Rabbi Trust of which
     Mr. Ahl is the  beneficiary;  25,000 shares owned by Mr. Ahl's spouse;  and
     2,553 shares allocated to Mr. Ahl in the Cohoes ESOP.

(16) Includes  4,648 shares owned through Cohoes Savings Bank's 401(k) Plan; and
     2,121 shares allocated to Mr. Picchi in the Cohoes ESOP.

(17) This  total  includes  shares  beneficially  owned  by  all  directors  and
     executive  officers  listed in the table.  All RRP  shares,  whether or not
     vested, are included.


                                       17


                                   SCHEDULE II

INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF AMBANC
AND OTHER PERSONS WHO MAY SOLICIT PROXIES

         The following table sets forth the name and title of persons who may be
deemed to be  participants  on behalf of Ambanc in the  solicitation  of proxies
from the stockholders of Cohoes.

EXECUTIVE OFFICERS OF AMBANC

Name                     Title

John M. Lisicki          President and Chief Executive Officer

Benjamin Ziskin          Senior Vice President

James J. Alescio         Senior Vice President, Chief Financial Officer
                         and the Treasurer of the Company and the Bank

Thomas Nachod            Senior Vice President of the Company and the
                         Bank

Robert Kelly             Vice President, Secretary and General Counsel to
                         the Company


DIRECTORS OF AMBANC

The Board of Directors of Ambanc is composed of the following individuals:

John J. Daly
Marvin R. LeRoy, Jr.
Lawrence B. Seidman
Ronald S. Tecler
James J. Bettini, Sr.
Seymour Holtzmann
Allan R. Lyons
Charles E. Wright
William L. Petrosino
Lauren T. Barnett
Daniel J. Greco
John M. Lisicki
Charles S. Pedersen
John A. Tesiero, Jr.

         As of the  date of this  Proxy  Statement,  Ambanc  beneficially  owned
304,650  shares of Cohoes Common  Stock;  Director  Allan R. Lyons  beneficially
owned  7,600  shares of Cohoes  common  stock;  Director  William  L.  Petrosino
beneficially  owned  4,000  shares of  Cohoes  common  stock;  and  Senior  Vice
President Thomas Nachod  beneficially owned 1,000 shares of Cohoes common stock.
Other than as set forth herein,

                                       18





as of the date of this  Proxy  Statement,  neither  Ambanc  nor any of the other
participants listed in this Schedule II has any interest, direct or indirect, by
security holdings or otherwise, in Cohoes.

IMPORTANT

         If your shares are held in your own name,  please sign, date and return
the enclosed  BLUE proxy card today.  If your shares are held in  "Street-Name,"
only your  broker or bank can vote your  shares  and only upon  receipt  of your
specific instructions. Please return the enclosed BLUE proxy card to your broker
or bank and contact  the person  responsible  for your  account to ensure that a
BLUE proxy is voted on your behalf.

         Do not sign any white proxy card you may receive from Cohoes.

         If you have any  questions  or need  assistance  in voting your shares,
please call:


                              D.F. KING & CO., INC.
                                 77 Water Street
                            New York, New York 10005
                                 1-800-487-4870






                                       19





         THIS PROXY IS SOLICITED ON BEHALF OF AMBANC HOLDING  COMPANY,  INC., IN
OPPOSITION TO THE  SOLICITATION BY THE COHOES  BANCORP,  INC. BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF  STOCKHOLDERS  OF COHOES BANCORP,  INC. TO BE HELD ON
AUGUST 17, 2000.

         The undersigned  stockholder of Cohoes Bancorp,  Inc. ("Cohoes") hereby
appoints John M. Liscki and Robert Kelly and each or any of them,  attorneys and
proxies of the undersigned,  with full power of substitution, to vote all of the
shares of common  stock of Cohoes which the  undersigned  is entitled to vote at
the Special  Meeting of Stockholders of Cohoes to be held on August 17, 2000, at
the Century  House,  997 New Loudon Road,  Latham,  New York at 3:00 p.m.  local
time, and at any  adjournments,  postponements,  continuations  or reschedulings
thereof  (the  "Special  Meeting"),  with all the powers the  undersigned  would
possess if personally present at the Special Meeting.

AMBANC RECOMMENDS THAT YOU VOTE AGAINST PROPOSAL 1 BELOW.

         1. Adoption of the Agreement and Plan of Merger,  dated as of April 25,
2000, between Hudson River Bancorp, Inc. and Cohoes Bancorp, Inc.

            FOR     [ ]      AGAINST           [ ]      ABSTAIN          [ ]

         2. In their  discretion,  upon such other  matters as may properly come
before the Special Meeting.

[X] PLEASE MARK YOUR VOTE AS THIS EXAMPLE.
(CONTINUED AND TO BE  SIGNED ON REVERSE SIDE.)








         This proxy when properly  executed will be voted in the manner directed
herein by the undersigned stockholder and at the discretion of the proxy holders
as to any other business that may properly come before the special  meeting.  If
you do not indicate  how you want to vote,  your proxy will be counted as a vote
AGAINST  adoption of the Agreement and Plan of Merger with Hudson River Bancorp,
Inc.

         PLEASE  COMPLETE,  EXECUTE  AND  RETURN  THIS  PROXY  PROMPTLY  IN  THE
ENCLOSED, POSTAGE-PREPAID, BUSINESS REPLY ENVELOPE. THIS PROXY REVOKES ALL PRIOR
PROXIES GIVEN BY THE UNDERSIGNED WITH RESPECT TO THE MATTERS COVERED HEREBY.

DATED

                                  ----------------------------------------------
                                  SIGNATURE(S)




                                  ----------------------------------------------
                                  SIGNATURES, IF HELD JOINTLY

         Please sign your name  exactly as it appears  hereon.  When  signing as
attorney,  executor,  administrator  trustee or guardian,  please give your full
title. If a corporation,  please sign in full corporate name by the president or
other authorized officer. If a partnership,  please sign in the partnership name
by authorized person(s).

         If you need  assistance  in voting your  shares,  please call  Ambanc's
proxy solicitor, D.F. KING & CO., INC. at 1-800-487-4870.