SecProbe.io

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 Arrow
Financial Corporation

 250 Glen Street

 Glens Falls, New York 12801

 May 5, 2026

 Via Edgar

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Arrow Financial Corporation

 Registration Statement on Form S-4 (Registration No. 333-295242)

 Request for Acceleration of Effectiveness

 Ladies and Gentlemen:

 Arrow Financial Corporation, a New York corporation
(the "Company"), hereby requests that the above-referenced Registration Statement on Form S-4 be declared effective at 4:30
p.m., Eastern time, on May 7, 2026, or as soon thereafter as is practicable.

 Very truly yours,

 /s/ Penko K. Ivanov

 Penko K. Ivanov

 Chief Financial Officer, Senior Executive

 Vice President, Treasurer and Chief

 Accounting Officer

 (Duly Authorized Representative)

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 29, 2026

David S. DeMarco
Chief Executive Officer
Arrow Financial Corporation
250 Glen Street
Glens Falls, NY 12801

 Re: Arrow Financial Corporation
 Registration Statement on Form S-4
 Filed April 22, 2026
 File No. 333-295242
Dear David S. DeMarco:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Robert Arzonetti at 202-551-8819 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Ernest J. Panasci
</TEXT>
</DOCUMENT>

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March 31, 2022

VIA EDGAR AND EMAIL

Securities and Exchange Commission

100 F. Street, NE

Washington, DC 20549

Attention:      Mr. John Dana Brown

Division of Corporate Finance

Re:    Arrow Financial Corporation

    Registration Statement on Form S-3 filed March 24, 2022

    File No. 333-263812

Dear Mr. Brown:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Arrow Financial Corporation (the “Company”) hereby requests acceleration of effectiveness of the above-referenced Registration Statement so that it will be declared effective at 4:00 p.m. Eastern Time on April 5, 2022, or as soon as practicable thereafter.

If you have any questions with respect to the foregoing, please contact me at (518) 745-1000.  Thank you very much.

                        Very truly yours,

                        ARROW FINANCIAL CORPORATION

    By: /s/ Laura B, Steele

        Laura B. Steele

        Controller

cc:       Michele C. Kloeppel, Thompson Coburn LLP

United States securities and exchange commission logo
March 29, 2022
Thomas J. Murphy
President and Chief Executive Officer
Arrow Financial Corporation
250 Glen Street
Glens Falls, NY 12801
Re:Arrow Financial Corporation
Registration Statement on Form S-3
Filed March 24, 2022
File No. 333-263812
Dear Mr. Murphy:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact John Dana Brown at 202-551-3859 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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August 18, 2021

VIA EDGAR AND EMAIL

Securities and Exchange Commission

100 F. Street, NE

Washington, DC 20549-4720

Attention:     Ms. Jessica Livingston

Division of Corporate Finance

Re:    Arrow Financial Corporation

    Registration Statement on Form S-3 filed August 6, 2021

    File No. 333-258552

Dear Ms. Livingston:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Arrow Financial Corporation (the “Company”) hereby requests acceleration of effectiveness of the above-referenced Registration Statement so that it will be declared effective at 4:00 p.m. Eastern Time on August 23, 2021, or as soon as practicable thereafter.

If you have any questions with respect to the foregoing, please contact me at (518) 745-1000.  Thank you very much.

                        Very truly yours,

                        ARROW FINANCIAL CORPORATION

                        By: /s/ Edward J. Campanella

    Senior Vice President, Treasurer and

Chief Financial Officer

cc:       Michele C. Kloeppel, Thompson Coburn LLP

United States securities and exchange commission logo
August 12, 2021
Thomas J. Murphy
President and Chief Executive Officer
Arrow Financial Corp
250 Glen Street
Glens Falls, NY 12801
Re:Arrow Financial Corp
Registration Statement on Form S-3
Filed August 6, 202
File No. 333-258552
Dear Mr. Murphy:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jessica Livingston at 202-551-3448 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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August 13, 2020

VIA EDGAR AND EMAIL

Securities and Exchange Commission

100 F. Street, NE

Washington, DC 20549-4720

Attention:  Mr. John Stickel

Division of Corporate Finance

Re: Arrow Financial Corporation

        Registration Statement on Form S-3 filed August 10, 2020

        File No. 333-243662

Dear Mr. Stickel:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Arrow Financial Corporation (the “Company”) hereby requests acceleration of effectiveness of the above-referenced Registration Statement so that it will be declared effective at 4:00 p.m. Eastern Time on August 18, 2020, or as soon as practicable thereafter.

If you have any questions with respect to the foregoing, please contact me at (518) 745-1000.  Thank you very much.

             Very truly yours,

             ARROW FINANCIAL CORPORATION

             By: /s/ Edward J. Campanella

        Senior Vice President, Treasurer and

Chief Financial Officer

cc:    Michele C. Kloeppel, Thompson Coburn LLP

United States securities and exchange commission logo
August 12, 2020
Laura Steele
Controller
Arrow Financial Corporation
250 Glen Street
Glens Falls, NY 12801
Re:Arrow Financial Corporation
Registration Statement on Form S-3
Filed August 10, 2020
File No. 333-243662
Dear Ms. Steele:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact John Stickel at 202-551-3324 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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April 1, 2019

VIA EDGAR AND EMAIL

Securities and Exchange Commission

100 F. Street, NE

Washington, DC 20549

Attention:      Mr. David Gessert

Division of Corporate Finance

Re:    Arrow Financial Corporation

Registration Statement on Form S-3 filed March 18, 2019

File No. 333-230360

Dear Mr. Gessert:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Arrow Financial Corporation (the “Company”) hereby requests acceleration of effectiveness of the above-referenced Registration Statement so that it will be declared effective at 4:00 p.m. Eastern Time on April 3, 2019, or as soon as practicable thereafter.

If you have any questions with respect to the foregoing, please contact me at (518) 745-1000.  Thank you very much.

Very truly yours,

ARROW FINANCIAL CORPORATION

By: /s/ Edward J. Campanella

Edward J. Campanella

Senior Vice President, Treasurer and

Chief Financial Officer

cc:       Michele C. Kloeppel, Thompson Coburn LLP

March 20, 2019
Thomas J. Murphy
President, Chief Executive Officer and Director
Arrow Financial Corporation
250 Glen Street
Glens Falls, NY 12801
Re:Arrow Financial Corporation
Registration Statement on Form S-3
Filed March 18, 2019
File No. 333-230360
Dear Mr. Murphy:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact David Gessert at 202-551-2326 with any questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services

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August 22, 2017

VIA EDGAR AND EMAIL

Securities and Exchange Commission

100 F. Street, NE

Washington, DC 20549-4720

Attention:     Mr. David Lin

Re:    Arrow Financial Corporation

Registration Statement on Form S-3 filed August 9, 2017

File No. 333-219822

Dear Mr. Lin:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Arrow Financial Corporation (the “Company”) hereby requests acceleration of effectiveness of the above-referenced Registration Statement so that it will be declared effective at 4:00 p.m. Eastern Time on August 24, 2017, or as soon as practicable thereafter.

If you have any questions with respect to the foregoing, please contact me at (518) 745-1000.  Thank you very much.

Very truly yours,

ARROW FINANCIAL CORPORATION

By: /s/ Terry R. Goodemote

Executive Vice President, Treasurer and Chief Financial Officer

cc:       Michele C. Kloeppel, Thompson Coburn LLP

Mail Stop 4720

August 15, 2017

Terry R. Goodemote
Executive 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 August 9, 2017
File No. 333 -219822

Dear Mr. Goodemote :

This is to advise you that we have not reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regardin g requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact me at (202) 551 -3552 with any question s.

Sincerely,

/s/ David Lin

David Lin
Staff Attorney
Office of Financial Services

cc: Michele C. Kloeppel, Esq.

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		CORRESP

[Arrow Financial Corporation Letterhead]

March 30, 2016

VIA EDGAR AND EMAIL

Securities and Exchange Commission

100 F. Street, NE

Washington, DC 20549

Attention:      Mr. Joshua Dilk

Division of Corporate Finance

Re:    Arrow Financial Corporation

Registration Statement on Form S-3 filed March 11, 2016, as amended on March 30, 2016

File No. 333-210110

Dear Mr. Dilk:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Arrow Financial Corporation (the “Company”) hereby requests acceleration of effectiveness of the above-referenced Registration Statement so that it will be declared effective at 4:00 p.m. Eastern Time on April 1, 2016, or as soon as practicable thereafter.

In connection with this request for acceleration, the Company acknowledges that:

•

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission 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 and 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.

If you have any questions with respect to the foregoing, please contact me at (518) 745-1000.  Thank you very much.

Very truly yours,

ARROW FINANCIAL CORPORATION

By: /s/ Thomas J. Murphy

Thomas J. Murphy

President, Chief Executive Officer and Director

cc:       Thomas B. Kinsock, Thompson Coburn LLP

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 [Arrow Financial Corporation Letterhead]

March 30, 2016

VIA EDGAR AND EMAIL

Securities and Exchange Commission

100 F. Street, NE

Washington, DC 20549

Attention:      Mr. Joshua Dilk

Division of Corporate Finance

Re:    Arrow Financial Corporation

Registration Statement on Form S-3 filed March 11, 2016, as amended

File No. 333-210110

Dear Mr. Dilk:

Arrow Financial Corporation (the “Registrant”) hereby revokes its request for acceleration of effectiveness of the above-referenced Registration Statement, which request was filed with the Securities and Exchange Commission on March 28, 2016.

If you have any questions with respect to the foregoing, please contact me at (518) 745-1000.  Thank you very much.

Very truly yours,

ARROW FINANCIAL CORPORATION

By: /s/ Thomas J. Murphy

Thomas J. Murphy

President, Chief Executive Officer and Director

cc:       Thomas B. Kinsock, Thompson Coburn LLP

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 [Arrow Financial Corporation Letterhead]

March 28, 2016

VIA EDGAR AND FACSIMILE

Securities and Exchange Commission

100 F. Street, NE

Washington, DC 20549

Attention:      Mr. Joshua Dilk

Division of Corporate Finance

Re:    Arrow Financial Corporation

Registration Statement on Form S-3 filed March 11, 2016, as amended on March 28, 2016

File No. 333-210110

Dear Mr. Dilk:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Arrow Financial Corporation (the “Company”) hereby requests acceleration of effectiveness of the above-referenced Registration Statement so that it will be declared effective at 4 p.m. Eastern Time on March 28, 2016, or as soon as practicable thereafter.

In connection with this request for acceleration, the Company acknowledges that:

•

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission 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 and 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.

If you have any questions with respect to the foregoing, please contact me at (518) 745-1000.  Thank you very much.

Very truly yours,

ARROW FINANCIAL CORPORATION

By:

Thomas J. Murphy

President, Chief Executive Officer and Director

cc:       Thomas B. Kinsock, Thompson Coburn LLP

Mailstop 4710
March 15, 2016

Mr. Thomas J. Murphy
President, Chief Executive Officer and Director
Arrow Financial Corporation
250 Glen Street
Glens Falls, NY 12801

Re: Arrow Financial Corporation
  Registration Statement on Form S-3
Filed  March 11, 2016
  File No.  333-210110

Dear Mr. Murphy :

This is to advise you that we have not  reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h 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 th e filing; and

 the company may not assert staff comments and 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 4 61 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation

Mr. Thomas J. Murphy
Arrow Financial Corporation
March 15, 2016
Page 2

 of the fact that those requesting acceleration are aware of their respective responsibilities u nder
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact Joshua Dilk , Staff Attorney,  at (202) 551 -3427  with any questions.

Sincerely,

 /s/ Era Anagnosti

Era Anagnosti
Legal Branch Chief
Office of Financial Services

cc: Ms. Michele Kloeppel , Esq.

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[Arrow Financial Corporation Letterhead]

August 12, 2011

VIA EDGAR AND FACSIMILE 703-813-6983

Securities and Exchange Commission

100 F. Street, N.E.

Washington, DC 20549

Attention:

Mr. Matt McNair

Division of Corporate Finance

Re:

Arrow Financial Corporation

Registration Statement on Form S-3 filed June 29, 2011 (File No. 333-175236),

as amended by Pre-Effective Amendment No. 1 to Form S-3 filed August 11, 2011

Dear Mr. McNair:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Arrow Financial Corporation (the “Company”) hereby requests acceleration of effectiveness of the above-referenced Registration Statement to Monday, August 15, 2011, 4:00 p.m. Eastern Time, or as soon as practicable thereafter.

In connection with this request for acceleration, the Company acknowledges that:

·

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission 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 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.

If you have any questions with respect to the foregoing, please contact me at (518) 745-1000, extension 512.  Thank you very much.

Very truly yours,

ARROW FINANCIAL CORPORATION

By:

Terry R. Goodemote

Executive Vice President and Chief Financial Officer

cc:

Thomas B. Kinsock, Thompson Coburn LLP

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.

[Arrow Financial Corporation Letterhead]

August 11, 2011

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street NE

Washington, DC 20549

Attention:  Kathryn McHale and Matt McNair, Staff Attorneys

Re:

Arrow Financial Corporation

Registration Statement on Form S-3 filed on June 29, 2011

File No. 333-175236

Dear Ms. McHale and Mr. McNair:

On behalf of Arrow Financial Corporation (the “Company”), I am writing in response to the comments contained in your letter dated July 15, 2011 (the “Letter”) regarding the Company’s Registration Statement filed on June 29, 2011 (the “Registration Statement”).

We have made every effort to address your observations and recommendations included in the Letter where appropriate. As applicable, in our responses below, we have provided you the relevant enhanced disclosure that we intend to include in a pre-effective amendment to the Form S-3 that we believe appropriately responds to the comments within your Letter.

For your convenience, we have included below in italics the original text of your comments from the Letter followed by our response.

General

1.

Please revise to include on the prospectus cover page all of the information required by Item 501(b) of Regulation S-K. We note the disclosure under “Prospectus Summary.”

 Response:

We will insert a prospectus cover page that includes all of the information required by Item 501(b) of Regulation S-K.

10. What additional information about the Company is available?

2.

Please revise to clarify that you are incorporating by reference all filings filed by the registrant pursuant to the Exchange 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 incorporate 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 hereof and prior to the termination of the offering of shares under this Prospectus will be incorporated by reference into this Prospectus.”

Response:  We will revise the Registration Statement to clarify the filings that are to be incorporated by reference.

Exhibit 5.1

3.

Counsel has not specified to which jurisdiction 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.

Response:  We will arrange for Counsel to revise its legal opinion to specify that it is opining with respect to the Federal laws of the United States and the laws of the State of New York, as currently in effect.

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 date of effectiveness.

Response:  We will arrange for Counsel to revise its legal opinion to speak as of the Registration Statement’s date 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 person. Please arrange for counsel to revise accordingly.

Response:

We will arrange for Counsel to revise its legal opinion accordingly.

Pursuant to your request, the Company hereby acknowledges that: (i) the Company is responsible for the adequacy and accuracy of the disclosure in the Company’s filings; (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and (iii) the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please do not hesitate to contact the undersigned at (518) 745-1000 if we can be of further assistance. We thank you in advance for your customary courtesies.

Very truly yours,

ARROW FINANCIAL CORPORATION

/s/ Terry R. Goodemote

Terry R. Goodemote,

Executive Vice President and Chief Financial Officer

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

Mail Stop 4561
        October 18, 2006

Mr. John J. Murphy
Chief Financial Officer
Arrow Financial Corporation
250 Glen Street
Glens Falls, New York 12801

Re: Arrow Financial Corporation
 Form 10-K for Fiscal Year Ended December 31, 2005
 File No. 000-12507

Dear Mr. Murphy:

 We have completed our limited review of  your Form 10-K and related filings and
have no further comments at this time.

Sincerely,

Paul Cline
Senior Accountant

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June xx, 2006

August 21, 2006

John J. Murphy

Executive Vice President,

   Treasurer and CFO

Arrow Financial Corporation

250 Glen Street

Glens Falls, NY  12801

Mr. Paul Cline

Senior Accountant

United States Securities and Exchange Commission

Mail Stop 4561

100 F Street, N.E.

Washington, DC 20549

Re:

Further Response to the SEC Comment Letter dated June 14, 2006

For Arrow Financial Corporation

Form 10-K for Fiscal Year Ended December 31, 2005

File No. 000-12507

Dear Mr. Cline:

On behalf of Arrow Financial Corporation (the “Company”), I am responding to your letter of August 3, 2006, regarding the treatment of certain matters in the Company’s previously filed financial statements.

After further review, management has determined it will recommend to the Audit Committee of the Board of Directors that the Company restate its Consolidated Statements of Cash Flows as contained in the Company’s Quarterly Reports on Form 10-Q for the periods ended June 30, 2005 and September 30, 2005, and as contained in its Annual Report on Form 10-K for the period ended December 31, 2005 (the “2005 10-K”).  In each case, the restatement will principally reflect the reclassification of cash in-flows of $47.083 million accompanying an April 2005 acquisition of three bank branches from financing activities to investing activities.

Management also will recommend that the restated Consolidated Statement of Cash Flows in the 2005 10-K reflect a reclassification of a $31,000 cash in-flow, accompanying a November 2004 acquisition of an insurance agency, from financing activities to investing activities.

Management believes this $31,000 reclassification is neither quantitatively nor qualitatively material, within the meaning of Staff Accounting Bulletin 99 (SAB99), and thus will recommend to the Audit Committee that no restatement of the Consolidated Statement of Cash Flows contained in the Company’s Annual Report on Form 10-K for the period ended December 31, 2004 (the “2004 10-K”), is required.

From a quantitative standpoint, we note that the cash in-flow if reclassified would represent only a 1.1% increase in the total of Net Cash Used in Investing Activities and only a .2% decrease in the total of Net Cash Used in Financing Activities as disclosed in the original Consolidated Statement of Cash Flows in the 2004 10-K, which we believe to be immaterial amounts.  From a qualitative standpoint, we note that the amount of the cash in-flow accompanying the acquisition of the insurance agency, $31,000, is correctly identified in the original Consolidated Statement of Cash Flows, and that such in-flow is clearly labeled and identified in the original Consolidated Statement, albeit under Net Cash Used in Financing Activities.

Our Audit Committee will meet to review the above recommendation on August 23, 2006.  If the Committee determines to restate the Company’s previously filed financial statements, we would expect to file a Current Report on Form 8-K announcing that decision promptly thereafter.

We have enclosed for the convenience of the staff draft copies of the restated Consolidated Statements of Cash Flows for the periods ended June 30, 2005, September 30, 2005 and December 31, 2005.  To facilitate the prompt implementation of the proposed restatements, we would appreciate any questions or comments the Staff may have at the Staff’s earliest convenience.

We acknowledge that:

·

Arrow is responsible for the adequacy and accuracy of the disclosure in our filings;

·

that staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·

Arrow may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,

John J. Murphy

Enclosures

ARROW FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in Thousands)(Unaudited)

  Six Months

  Ended June 30,

  2005

 2004

Operating Activities:

Net Income

  $ 9,110

  $ 9,563

Adjustments to Reconcile Net Income to Net Cash

Provided by Operating Activities:

Provision for Loan Losses

   408

   539

Depreciation and Amortization

 1,113

 1,618

Compensation Expense for Allocated ESOP Shares

 166

 257

Net Gains on the Sale of Securities Available-for-Sale

 (195)

 (210)

Losses on the Sale of Securities Available-for-Sale

  6

  ---

Loans Originated and Held-for-Sale

 (1,381)

 (7,497)

Proceeds from the Sale of Loans Held-for-Sale

 2,312

 7,609

Net Losses (Gains) on the Sale of Loans, Premises and Equipment,

Other Real Estate Owned and Repossessed Assets

 9

 (64)

(Increase) Decrease in Deferred Tax Assets

 (181)

 45

Shares Issued Under the Directors’ Stock Plan

 60

 36

(Increase) Decrease in Interest Receivable

  (532)

  87

Increase (Decrease) in Interest Payable

    267

    (127)

Increase in Other Assets

 (268)

 (2,081)

Increase (Decrease) in Other Liabilities

    1,588

   (1,111)

Net Cash Provided By Operating Activities

  12,482

    8,664

Investing Activities:

Proceeds from the Sale of Securities Available-for-Sale

    28,178

    20,226

Proceeds from the Maturities and Calls of Securities Available-for-Sale

    19,361

    36,714

Purchases of Securities Available-for-Sale

  (46,455)

  (56,162)

Proceeds from the Maturities of Securities Held-to-Maturity

    6,916

    2,957

Purchases of Securities Held-to-Maturity

  (5,375)

  (5,335)

Net Increase in Loans

   (70,853)

   (11,839)

Proceeds from the Sales of Premises and Equipment,

Other Real Estate Owned and Repossessed Assets

      470

      431

Purchases of Premises and Equipment

 (226)

 (1,052)

Net Increase from Branch Acquisitions

    47,083

           ---

Net Cash Used In Investing Activities

  (20,901)

  (14,060)

Financing Activities:

Net Increase (Decrease) in Deposits

  10,746

  (8,949)

Net Increase in Short-Term Borrowings

    6,943

    6,531

Federal Home Loan Bank Advances

 75,000

 20,000

Federal Home Loan Bank Repayments

 (80,000)

 (12,500)

Tax Benefit from Exercise of Stock Options

 397

 158

Purchases of Treasury Stock

 (4,503)

 (1,260)

Treasury Stock Issued for Stock-Based Plans

    1,063

      876

Allocation of ESOP Shares

      176

      267

Cash Dividends Paid

   (4,667)

   (4,412)

Net Cash Provided By Financing Activities

     5,155

       711

Net Decrease in Cash and Cash Equivalents

 (3,264)

 (4,685)

Cash and Cash Equivalents at Beginning of Period

  36,805

  33,326

Cash and Cash Equivalents at End of Period

 $33,541

 $28,641

Supplemental Cash Flow Information:

Interest Paid

  $10,416

  $10,076

Income Taxes Paid

    2,866

    5,244

Transfer of Loans to Other Real Estate Owned and Repossessed Assets

      403

      493

See Notes to Unaudited Consolidated Interim Financial Statements.

ARROW FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in Thousands)(Unaudited)

  Nine Months

  Ended September 30,

  2005

 2004

Operating Activities:

Net Income

 $ 13,949

  $ 14,531

Adjustments to Reconcile Net Income to Net Cash

Provided by Operating Activities:

Provision for Loan Losses

   626

   744

Depreciation and Amortization

 2,174

 2,378

Compensation Expense for Allocated ESOP Shares

 166

 254

Gains on the Sale of Securities Available-for-Sale

 (347)

 (363)

Losses on the Sale of Securities Available-for-Sale

  7

  162

Loans Originated and Held-for-Sale

 (7,554)

 (9,801)

Proceeds from the Sale of Loans Held-for-Sale

 8,067

 10,355

Net Gains on the Sale of Loans, Premises and Equipment,

Other Real Estate Owned and Repossessed Assets

 (90)

 (103)

Increase in Deferred Tax Assets

 (47)

 (47)

Shares Issued Under the Directors’ Stock Plan

 60

    35

Decrease (Increase) in Interest Receivable

 (532)

  87

Increase (Decrease) in Interest Payable

    267

    (127)

Increase in Other Assets

 (942)

 (843)

Increase in Other Liabilities

      4,297

        839

Net Cash Provided By Operating Activities

   20,101

   18,101

Investing Activities:

Proceeds from the Sale of Securities Available-for-Sale

    44,222

    34,595

Proceeds from the Maturities and Calls of Securities Available-for-Sale

    23,715

    47,196

Purchases of Securities Available-for-Sale

  (55,769)

  (57,666)

Proceeds from the Maturities of Securities Held-to-Maturity

    7,489

    4,539

Purchases of Securities Held-to-Maturity

  (12,345)

  (8,176)

Net Increase in Loans

   (99,215)

   (23,351)

Proceeds from the Sales of Premises and Equipment,

Other Real Estate Owned and Repossessed Assets

      571

      678

Purchases of Premises and Equipment

 (678)

 (1,695)

Net Increase from Branch Acquisitions

   47,083

         ---

Net Cash Used In Investing Activities

  (44,927)

   (3,880)

Financing Activities:

Net Increase in Deposits

 44,515

  3,975

Net Increase in Short-Term Borrowings

   15,618

    9,101

Federal Home Loan Bank Advances

 91,500

 59,800

Federal Home Loan Bank Repayments

 (110,000)

 (70,000)

Tax Benefit from Exercise of Stock Options

 637

 249

Purchases of Treasury Stock

 (7,329)

 (2,150)

Treasury Stock Issued for Stock-Based Plans

    1,411

    1,175

Allocation of ESOP Shares

      176

      267

Cash Dividends Paid

   (7,075)          (6,663)

   (6,663)   (6,663)

Net Cash (Used In) Provided By Financing Activities

  29,453

   (4,246)

Net Increase in Cash and Cash Equivalents

 4,627

 9,975

Cash and Cash Equivalents at Beginning of Period

  36,805

  33,326

Cash and Cash Equivalents at End of Period

 $41,432

 $43,301

Supplemental Cash Flow Information:

Interest Paid

  $16,575

  $14,612

Income Taxes Paid

    3,086

    5,837

Transfer of Loans to Other Real Estate Owned and Repossessed Assets

      698

      690

See Notes to Unaudited Consolidated Interim Financial Statements.

ARROW FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in Thousands)

  Years Ended December 31,

Operating Activities:

 2005

 2004

 2003

Net Income

 $ 18,639

 $ 19,478

 $ 18,917

Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:

  Provision for Loan Losses

       1,030

       1,020

       1,460

  Depreciation and Amortization

     2,807

     3,150

     4,912

  Compensation Expense for Allocated ESOP Shares

 195

 405

  91

  Gains on the Sale of Securities Available-for-Sale

     (372)

     (532)

     (988)

  Losses on the Sale of Securities Available-for-Sale

      8

      170

      233

  Loans Originated and Held-for-Sale

 (8,581)

 (17,675)

 (18,049)

  Proceeds from the Sale of Loans Held-for-Sale

   8,632

   18,078

   18,539

  Net Gains on the Sale of Loans

     (122)

     (336)

     (489)

  Net (Gains) Losses on the Sale of Premises and

    Equipment and Other Real Estate Owned and Repossessed Assets

     (32)

     93

     152

  Deferred Income Tax Expense

    190

    597

    2,231

  Shares Issued Under the Directors’ Stock Plan

 120

  75

  57

  (Increase) Decrease in Interest Receivable

  (532)

    87

    259

  Increase (Decrease) in Interest Payable

     267

     (127)

     (444)

  Increase in Other Assets

 (1,148)

 (943)

 (3,272)

  Increase (Decrease) in Other Liabilities

     2,671

    (1,926)

     2,433

Net Cash Provided By Operating Activities

   23,772

   21,614

   26,042

Investing Activities:

Proceeds from the Sale of Securities Available-for-Sale

   50,289

   39,337

   122,458

Proceeds from the Maturities and Calls of Securities Available-for-Sale

 31,840

 57,168

 152,763

Purchases of Securities Available-for-Sale

  (91,534)

  (73,883)

  (294,011)

Proceeds from the Maturities of Securities Held-to-Maturity

    8,481

    4,851

    2,116

Purchases of Securities Held-to-Maturity

  (18,688)

  (7,402)

  (33,477)

Net Increase in Loans

 (114,525)

 (21,944)

 (57,198)

Proceeds from the Sales of Premises and Equipment and Other

  Real Estate Owned and Repossessed Assets

    939

    891

    874

Purchase of Premises and Equipment

       (1,587)

   (1,846)

     (1,531)

Acquisition of Subsidiary

 ---

 31

 ---

Net Increase from Branch Acquisitions

     47,083

          ---

           ---

Net Cash Used In Investing Activities

    (87,702)

   (2,797)

 (108,006)

Financing Activities:

Net Increase (Decrease) in Deposits

 71,271

 (14,336)

 88,144

Net (Decrease) Increase in Short-Term Borrowings

 (922)

 3,040

 (7,562)

Proceeds from Federal Home Loan Bank Advances

 162,000

 79,800

 40,000

Repayments of Federal Home Loan Bank Advances

 (155,000)

 (79,800)

 (35,000)

Repayment of Trust Preferred Securities

 ---

 (5,000)

 ---

Proceeds from Issuance of Trust Preferred Securities

 ---

 10,000

 10,000

Purchase of Treasury Stock

  (7,528)

  (2,453)

  (5,558)

Exercise of Stock Options and Shares Issued to Employees’ Stock Purchase Plan

    1,558

    1,591

 ---

Tax Benefit for Disposition of Stock Options

 684

 409

    1,241

Common Stock Purchased by ESOP

 178

 411

 109

Cash Dividends Paid

   (9,558)

   (9,000)

    (8,225)

Net Cash Provided By (Used In) Financing Activities

   62,683

 (15,338)

   83,149

Net (Decrease) Increase in Cash and Cash Equivalents

 (1,247)

  3,479

  1,185

Cash and Cash Equivalents at Beginning of Year

   36,805

   33,326

   32,141

Cash and Cash Equivalents at End of Year

  $35,558

  $36,805

 $33,326

Supplemental Disclosures to Statements of Cash Flow Information:

  Cash Paid During the Year for:

    Interest on Deposits and Borrowings

  $23,847

  $19,332

  $22,055

    Income Taxes

 6,447

 10,228

 1,224

  Non-cash Investing Activity:

    Transfer of Loans to Other Real Estate Owned and Repossessed Assets

    893

    928

    990

    Shares Issued for Acquisition

 91

 1,908

 ---

    Loans Securitized and Transferred to Securities Available-for-Sale

    ---

    ---

    11,512

    Decrease in Trust Preferred Securities

 ---

 ---

 (15,000)

    Increase in Junior Subordinated Obligations

 ---

 ---

 15,000

    Increase in Other Assets Representing Investment in Subsidiary Trusts

 ---

 ---

 (465)

    Increase in Deposits Representing Cash Held at Subsidiary Banks by Subsidiary Trusts

 ---

 ---

 465

See Notes to Consolidated Financial Statements

Mail Stop 4561
        August 3, 2006

By U.S. Mail and Facsimile to (518) 745-5513

Mr. John J. Murphy
Chief Financial Officer
Arrow Financial Corporation
250 Glen Street
Glens Falls, New York 12801

Re: Arrow Financial Corporation
 Form 10-K for Fiscal Year Ended December 31, 2005
Filed March 14, 2006
 File No. 000-12507

Dear Mr. Murphy:

We have reviewed your response filed on July 31, 2006, and have the following
additional comment.  Please amend your f ilings in response to our comment.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comment or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Consolidated Statement of Cash Flows, page 55
1. Please refer to prior comment 1.  We con tinue to believe the errors noted are
material, and your financial statements should be restated to re flect the correction
of the errors.  Please restate your financ ial statements in response to this
comment.

* * *

As applicable, please file your amendment in response to this comment within 10
business days or tell us when you will file the amendment.  Please furnish a cover letter with your amendment that keys your res ponse to our comment and provides any
requested information.  You may wish to provide  us drafts of the intended revisions prior
to filing the amendment.  Detailed cover letters  greatly facilitate our review.  Please file

Mr. John J. Murphy
Arrow Financial Corporation
August 3, 2006 Page 2

your response via EDGAR.  Please understand that we may have additional comments
after reviewing your amendment and response to our comment.

 You may contact Margaret Fitzgerald, Staff Accountant, at (202) 551-3556 or me
at (202) 551-3851 if you have questions regard ing this comment and related matters.

Sincerely,

Paul Cline
Senior Accountant

CORRESP
1
filename1.htm

June xx, 2006

July 31, 2006

John J. Murphy

Executive Vice President,

   Treasurer and CFO

Arrow Financial Corporation

250 Glen Street

Glens Falls, NY  12801

Mr. Paul Cline

Senior Accountant

United States Securities and Exchange Commission

Mail Stop 4561

100 F Street, N.E.

Washington, DC 20549

Re:

Response to the SEC Comment Letter dated June 14, 2006 – Amended

For Arrow Financial Corporation

Form 10-K for Fiscal Year Ended December 31, 2005

File No. 000-12507

Dear Mr. Cline:

This letter addresses the question of materiality in our response of June 27, 2006 to your comment letter of June 14, 2006 related to the presentation of acquisitions in our Consolidated Statement of Cash Flows.

Materiality: We considered whether the reclassification of the branch acquisition from a financing activity to an investing activity was material within the meaning of Staff Accounting Bulletin No. 99 (SAB 99).   We considered both quantitative and qualitative factors.

Quantitative measurement considerations of including cash received from branch acquisitions as a financing activity versus an investing activity:

·

The amount of the cash flow from the branch acquisition of $47.083 million is the correct amount, only the classification is in question.

·

The cash flow statement of a financial institution allows netting certain cash inflows and outflows much greater than the $47.083 million.  For example:

o

The net increase in deposits of $71 million includes approximately $339 million of new time deposit inflows and $268 million of time deposit outflows (without considering gross cash flows from non-maturity deposits, which may average several million each day).

o

The $114.525 million net increase in loans is comprised of approximately $387 million of new loan advances and $272 million of loan repayments.

·

The amount of $47.083 million represents 3.1% of total assets.

Qualitative measurement considerations of including cash received from branch acquisitions as a financing activity versus an investing activity:

·

The total net (decrease) increase in cash and cash equivalents does not change.

·

Net cash provided by operating activities does not change.

·

Net cash used in investing activities would decrease by $47.083 million despite this cash inflow not impacting loans and securities, the typical bank investing activities.

·

Net cash provided by financing activities would decrease by the same $47.083 million despite the cash inflow resulting from an increase in deposit liabilities.

·

No impact on reported earnings or trends.

·

No impact on analysts’ consensus or expectations.

·

No impact on regulatory compliance.

·

No impact on any contractual requirements.

·

No impact on management compensation.

·

In the banking industry, analysts and knowledgeable readers review the cash flow statement for the key banking components such as cash provided by operations, securities activity, loan activity, deposit activity and borrowing activity.  The location within the cash flow statement of the cash received from the branch acquisition does not impact these items.

SAB 99 only requires restatement “if, in the light of surrounding circumstances, the magnitude of the items is such that it is probable that the judgment of a reasonable person relying upon the report would have been changed or influenced by the inclusion or correction of the item.”

We believe that an investor would not make any change in their analysis of our financial condition simply based on the reclassification in the presentation of our branch transaction from a financing to an investing activity, and therefore restatement is not required.

The  $31 thousand from the Capital Financial Group, Inc. (CFG) acquisition in 2004 represents the cash that existed on the CFG balance sheet on the date of acquisition.  This activity will also be shown under investing activities in future filings.  The $91 thousand CFG transaction in 2005 was a non-cash transaction.  That, as well as the $1.980 million worth of shares issued in the CFG acquisition in 2004, will be disclosed as such in the “Supplemental Disclosures to Statements of Cash Flow Information” to the Consolidated Statement of Cash Flows in all future filings.  Both of these amounts were fully disclosed in the Consolidated Statement of Changes in Shareholders’ Equity, and are immaterial to the Consolidated Statement of Cash Flows.

Furthermore, we have provided complete disclosure of the branch transaction and the acquisition of Capital Financial Group, Inc. in several locations within our Report on Form 10-K.   (see page 5 in Part I, Item 1. “Business,” the Consolidated Statement of Changes in Shareholders’ Equity and in Note 1 to the Consolidated Financial Statements)   These disclosures included the purchase price and the amounts of intangible assets arising from the transactions.  This is addition to information provided on the branch acquisition filed on Forms 8-K (December 20, 2004 and April 22, 2005).

As stated in our letter of June 27, 2006, we will comply with the recommendation in your letter of June 14, 2006 and adjust all future filings to report the branch acquisition as an investing activity.

We believe that neither the reclassification of the branch acquisition nor the acquisition of CFG to be either quantitatively or qualitatively material to our financial position, and therefore would not require a restatement.

We acknowledge that:

·

Arrow is responsible for the adequacy and accuracy of the disclosure in our filings;

·

that staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·

Arrow may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,

John J. Murphy

Mail Stop 4561
        July 18, 2006

By U.S. Mail and Facsimile to (518) 745-5513

Mr. John J. Murphy
Chief Financial Officer
Arrow Financial Corporation
250 Glen Street
Glens Falls, New York 12801

Re: Arrow Financial Corporation
 Form 10-K for Fiscal Year Ended December 31, 2005
Filed March 14, 2006
 File No. 000-12507

Dear Mr. Murphy:

We have reviewed your response filed on July 11, 2006, and have the following
additional comment.  Please amend your f ilings in response to our comment.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comment or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Consolidated Statement of Cash Flows, page 55
1. Please refer to prior comment 1.  It appears to us that the amounts are material to
your cash flows.   Please provide us the SAB 99 analysis performed to determine
that a restatement is not necessary.  Otherwise, please revise your financial
statements to reclassify the amounts w ithin the statements of cash flows and
report the reclassifications as a correction of an error.

* * *

As applicable, please file your amendment in response to this comment within 10
business days or tell us when you will file the amendment.  Please furnish a cover letter with your amendment that keys your res ponse to our comment and provides any
requested information.  You may wish to provide  us drafts of the intend revisions prior to

Mr. John J. Murphy
Arrow Financial Corporation
July 18, 2006 Page 2

filing the amendment.  Detailed cover letters greatly facilitate our re view.  Please file
your response via EDGAR.  Please understand that we may have additional comments
after reviewing your amendment and response to our comment.

 You may contact Margaret Fitzgerald, Staff Accountant, at (202) 551-3556 or me
at (202) 551-3851 if you have questions regard ing this comment and related matters.

Sincerely,

Paul Cline
Senior Accountant

CORRESP
1
filename1.htm

June xx, 2006

June 27, 2006

John J. Murphy

Executive Vice President,

   Treasurer and CFO

Arrow Financial Corporation

250 Glen Street

Glens Falls, NY  12801

Mr. Paul Cline

Senior Accountant

United States Securities and Exchange Commission

Mail Stop 4561

100 F Street, N.E.

Washington, DC 20549

Re:

SEC Comment Letter dated June 14, 2006 for

Arrow Financial Corporation

Form 10-K for Fiscal Year Ended December 31, 2005

File No. 000-12507

Dear Mr. Cline:

Regarding your comments related to the presentation of acquisitions in our Consolidated Statement of Cash Flows:

·

We will move all acquisition activity to investing activities in future filings.

·

Since the deposits in the branch exceeded the purchase price and assets acquired, the acquisition of the branches resulted in Arrow receiving net cash of $47 million.

·

The 2004 $31 thousand from the CFG acquisition represents the cash that existed on the CFG balance sheet on the date of acquisition.  This activity will also be shown under investing activities in future filings.  The 2005 $91 thousand CFG transaction was a non-cash transaction.  That, as well as the 2004 $1,980 thousand worth of shares issued in the CFG acquisition, will be disclosed as such in the “Supplemental Disclosures to Statements of Cash Flow Information” to the Consolidated Statement of Cash Flows in all future filings.

We acknowledge that:

·

Arrow is responsible for the adequacy and accuracy of the disclosure in our filings;

·

that staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·

Arrow may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,

John J. Murphy

Enclosures:

Pro Forma June 30, 2006 Form 10-Q Consolidated Statement of Cash Flows

Pro Forma December 31, 2006 Form 10-K Consolidated Statement of Cash Flows

Pro Forma Form 10-K:

ARROW FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in Thousands)

  Years Ended December 31,

Operating Activities:

 2006

 2005

 2004

Net Income

   $ 18,639

 $ 19,478

Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:

  Provision for Loan Losses

         1,030

       1,020

  Depreciation and Amortization

       2,807

     3,150

  Compensation Expense for Allocated ESOP Shares

   195

 405

  Gains on the Sale of Securities Available-for-Sale

       (372)

     (532)

  Losses on the Sale of Securities Available-for-Sale

        8

      170

  Loans Originated and Held-for-Sale

   (8,581)

 (17,675)

  Proceeds from the Sale of Loans Held-for-Sale

     8,632

   18,078

  Net Gains on the Sale of Loans

       (122)

     (336)

  Net (Gains) Losses on the Sale of Premises and

    Equipment and Other Real Estate Owned and Repossessed Assets

       (32)

     93

  Contributions to Pension Plans

   (1,074)

 (345)

  Deferred Income Tax Expense

      190

    597

  Shares Issued Under the Directors’ Stock Plan

   120

  75

  (Increase) Decrease in Interest Receivable

    (532)

    87

  Increase (Decrease) in Interest Payable

       267

     (127)

  Increase in Other Assets

   (74)

 (598)

  Increase (Decrease) in Other Liabilities

       2,671

    (1,926)

Net Cash Provided By Operating Activities

     23,772

   21,614

Investing Activities:

Proceeds from the Sale of Securities Available-for-Sale

     50,289

   39,337

Proceeds from the Maturities and Calls of Securities Available-for-Sale

   31,840

 57,168

Purchases of Securities Available-for-Sale

    (91,534)

  (73,883)

Proceeds from the Maturities of Securities Held-to-Maturity

      8,481

    4,851

Purchases of Securities Held-to-Maturity

    (18,688)

  (7,402)

Net Increase in Loans

   (114,525)

 (21,944)

Proceeds from the Sales of Premises and Equipment and Other

  Real Estate Owned and Repossessed Assets

      939

    891

Purchase of Premises and Equipment

         (1,587)

   (1,846)

Acquisition of Subsidiary

   ---

 31

Net Increase from Branch Acquisitions

       47,083

          ---

Net Cash Used In Investing Activities

      (87,702)

   (2,828)

Financing Activities:

Net Increase (Decrease) in Deposits

   71,271

 (14,336)

Net (Decrease) Increase in Short-Term Borrowings

   (922)

 3,040

Proceeds from Federal Home Loan Bank Advances

   162,000

 79,800

Repayments of Federal Home Loan Bank Advances

   (155,000)

 (79,800)

Repayment of Trust Preferred Securities

   ---

 (5,000)

Proceeds from Issuance of Trust Preferred Securities

   ---

 10,000

Purchase of Treasury Stock

    (7,528)

  (2,453)

Exercise of Stock Options and Shares Issued to Employees’ Stock Purchase Plan

      1,558

    1,591

Tax Benefit for Disposition of Stock Options

   684

 409

Common Stock Purchased by ESOP

   178

 411

Cash Dividends Paid

     (9,558)

   (9,000)

Net Cash Provided By (Used In) Financing Activities

     62,683

 (15,307)

Net (Decrease) Increase in Cash and Cash Equivalents

   (1,247)

  3,479

Cash and Cash Equivalents at Beginning of Year

     36,805

   33,326

Cash and Cash Equivalents at End of Year

    $35,558

  $36,805

Supplemental Disclosures to Statements of Cash Flow Information:

  Cash Paid During the Year for:

    Interest on Deposits and Borrowings

    $23,847

  $19,332

    Income Taxes

   6,447

 10,228

  Non-cash Investing Activity:

    Transfer of Loans to Other Real Estate Owned and Repossessed Assets

      893

    928

    Shares Issued for CFG Acquisition

   91

    ---

See Notes to Consolidated Financial Statements

Pro Forma Form 10-Q

ARROW FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in Thousands)(Unaudited)

  Six Months

  Ended June 30,

  2006

 2005

Operating Activities:

Net Income

    $ 9,110

Adjustments to Reconcile Net Income to Net Cash

Provided by Operating Activities:

Provision for Loan Losses

     408

Depreciation and Amortization

   1,113

Compensation Expense for Allocated ESOP Shares

   166

Net Gains on the Sale of Securities Available-for-Sale

   (195)

Losses on the Sale of Securities Available-for-Sale

    6

Loans Originated and Held-for-Sale

   (1,381)

Proceeds from the Sale of Loans Held-for-Sale

   2,312

Net Losses (Gains) on the Sale of Loans, Premises and Equipment,

Other Real Estate Owned and Repossessed Assets

   9

Contributions to Pension Plans

   ---

(Increase) Decrease in Deferred Tax Assets

   (181)

Shares Issued Under the Directors’ Stock Plan

   60

(Increase) Decrease in Interest Receivable

    (532)

Increase (Decrease) in Interest Payable

      267

Increase in Other Assets

   (268)

Increase (Decrease) in Other Liabilities

       1,356

Net Cash Provided By Operating Activities

     12,481

Investing Activities:

Proceeds from the Sale of Securities Available-for-Sale

      28,178

Proceeds from the Maturities and Calls of Securities Available-for-Sale

      19,361

Purchases of Securities Available-for-Sale

    (46,455)

Proceeds from the Maturities of Securities Held-to-Maturity

      6,916

Purchases of Securities Held-to-Maturity

    (5,375)

Net Increase in Loans

     (70,853)

Proceeds from the Sales of Premises and Equipment,

Other Real Estate Owned and Repossessed Assets

        470

Purchases of Premises and Equipment

   (226)

Net Increase from Branch Acquisitions

     47,084

Net Cash Used In Investing Activities

    (20,900)

Financing Activities:

Net Increase (Decrease) in Deposits

    10,746

Net Increase in Short-Term Borrowings

      6,943

Federal Home Loan Bank Advances

   75,000

Federal Home Loan Bank Repayments

   (80,000)

Tax Benefit from Exercise of Stock Options

   397

Purchases of Treasury Stock

   (4,503)

Treasury Stock Issued for Stock-Based Plans

      1,063

Allocation of ESOP Shares

        176

Cash Dividends Paid

      (4,667)

Net Cash Provided By Financing Activities

       5,155

Net Decrease in Cash and Cash Equivalents

   (3,264)

Cash and Cash Equivalents at Beginning of Period

     36,805

Cash and Cash Equivalents at End of Period

   $33,541

Supplemental Cash Flow Information:

Interest Paid

    $10,416

Income Taxes Paid

      2,866

Transfer of Loans to Other Real Estate Owned and Repossessed Assets

        403

Shares Issued for CFG Acquisition

   ---

See Notes to Unaudited Consolidated Interim Financial Statements.

Mail Stop 4561
        June 14, 2006

By U.S. Mail and Facsimile to (518) 745-5513

Mr. John J. Murphy
Chief Financial Officer
Arrow Financial Corporation
250 Glen Street
Glens Falls, New York 12801

Re: Arrow Financial Corporation
 Form 10-K for Fiscal Year Ended December 31, 2005
Filed March 14, 2006
 File No. 000-12507

Dear Mr. Murphy:

We have limited our review to the issu e addressed in our comment.  We have
reviewed your filing and have the followi ng comment.  Where indicated, we think you
should revise your future filings, beginning with your Form 10-Q for the period ended
June 30, 2006, in response to this comment.  If you disagree, we will consider your
explanation as to why our comment is inappl icable or a revision is unnecessary.  Please
be as detailed as necessary in your explanat ion.   After reviewing your response, we may
raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comment or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Consolidated Statement of Cash Flows, page 55
1. We note that you have presented your cash flows related to your acquisition activity as financing cash flows.  In  regards to your presentation of the
acquisitions, please revise future filings to disclose the following:

• The authoritative basis relied on in determining that these cash flows should be classified as financing activities.

Mr. John J. Murphy
Arrow Financial Corporation
June 14, 2006 Page 2

• We note that you have presented $47 million as a financing cash
inflow from branch acquisitions.  Pl ease revise to clarify where the
cash outflow for the acquisition is reflected in this statement.

• We note on page 57 of your filing that your 2004 acquisition of CFG
was completed through the exchange of shares, which appears to be a
non-cash transaction; however, the tr ansaction is presented as a cash
inflow on your statement of cash flows.  Please disclose how you
determined the issuance of shares for your subsidiary represents a financing cash inflow.

* * *

 As appropriate, please revise your futu re filings, beginning with the Form 10-Q
for the period ending June 30, 2006, and respond to this comment within 10 business days or tell us when you will provide us with  a response.  Please provide us with your
response to our comment along wi th drafts of the revised di sclosures to be included in
your future filings.  Please furnish a cove r letter with your resp onse that keys your
response to our comment and pr ovides any requested informa tion.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have additional comments
after reviewing your proposed future di sclosures and response to our comments.

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

Mr. John J. Murphy
Arrow Financial Corporation
June 14, 2006 Page 3

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 You may contact Margaret Fitzgerald, Staff Accountant, at (202) 551-3556 or me
at (202) 551-3851 if you have questions regard ing this comment and related matters.

Sincerely,

Paul Cline
Senior Accountant