SecProbe.io

July 15, 2011
 Terry R. Goodemote Senior Vice President, Treasurer and  Chief Financial Officer Arrow Financial Corporation 250 Glen Street Glens Falls, NY 12801
Re: Arrow Financial Corporation
  Registration Statement on Form S-3
Filed June 29, 2011
  File No. 333-175236

Dear Mr. Goodemote:
 We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not beli eve our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Form S-3 filed June 29, 2011

 General

1. Please revise to include on the prospectus co ver page all of the information required by
Item 501(b) of Regulation S-K.  We note the disclosure under “Prospectus Summary.”
 10. What additional information about the Company is available?

2. Please revise to clarify that you are incor porating by reference all filings filed by the
registrant pursuant to the Exch ange Act after the date of the initial registration statement
and prior to effectiveness of the registration statement.  Alternatively, confirm that you
will file a pre-effective amendment to incor porate Exchange Act reports filed prior to
effectiveness.  We note the disclosure that  “all documents filed by the Company with the
SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date

Terry R. Goodemote Arrow Financial Corporation June 15, 2011 Page 2

 hereof and prior to the termina tion of the offering of shares under this Prospectus will be
incorporated by reference in to this Prospectus.”
 Exhibit 5.1

3. Counsel has not specified to which jurisdicti on it is opining.  Please arrange for counsel
to revise its opinion to specify  that its opinion pertains to  the corporate laws of the
jurisdiction of incorporation.

4. We note the penultimate paragraph.  The opinion must speak as of the date of
effectiveness.  Please arrange for counsel to  revise accordingly or confirm that you will
refile the opinion on the da te of effectiveness.

5. We note the first sentence in the last paragraph.  Counsel may limit reliance on the
opinion with regard to purpose, but not pe rson.  Please arrange for counsel to revise
accordingly.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow

Terry R. Goodemote Arrow Financial Corporation June 15, 2011 Page 3

 adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 Please contact Matt McNair, Staff Attorney, at (202) 551-3583 or me at (202) 551-3464
with any questions.
Sincerely,
   /s/ Kathryn McHale
Kathryn McHale Staff Attorney
 cc: Thomas B. Kinsock
      Thompson Coburn LLP