Item 8



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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)    March  24, 2004



Arrow Financial Corporation

(Exact Name of Registrant as Specified in Its Charter)


New York

(State or Other Jurisdiction of Incorporation)


0-12507

22-2448962

(Commission File Number)

(IRS Employer Identification No.)



250 Glen Street, Glens Falls, NY

12801

(Address of Principal Executive Offices)

(Zip Code)


(518) 745-1000

(Registrant’s Telephone Number, Including Area Code)



(Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective upon the date of this filing, Arrow Financial Corporation has amended its By-laws to change the age of qualification and retirement for directors on its Board of Directors from 70 to 72.


Item 9.01 – Financial Statements and Exhibits


(c) The following exhibits are filed as part of this report:


Exhibit

Number

Description

3.01

Text of Amendment to the By-laws of Arrow Financial Corporation











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, hereunto duly authorized.

ARROW FINANCIAL CORPORATION

Date: March 24, 2005


By:

 

John J. Murphy

Executive Vice President, Treasurer and
Chief Financial Officer


EXHIBIT INDEX

Exhibit No.

Description
Exhibit 3.01

Text of Amendment to the By-laws of Arrow Financial Corporation