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ARROW FINANCIAL CORPORATION

FORM 10-K

INDEX

Cautionary Statement under Federal Securities Laws

PART I

Item 1. Business

A. General

B. Lending Activities

C. Supervision and Regulation

D. Competition

E. Statistical Disclosure (Guide 3)

F. Legislative Developments

G. Executive Officers of the Registrant

Item 2. Properties

Item 3. Legal Proceedings

Item 4. Submission of Matters to a Vote of Security Holders

PART II

Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters

Item 6. Selected Financial Data

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

A. Overview

B. Results of Operations

I. Net Interest Income

II. Provision for Loan Losses and Allowance for Loan Losses

III. Other Income

IV. Other Expense

V. Income Taxes

C. Financial Condition

I. Investment Portfolio

II. Loan Portfolio

a. Distribution of Loans and Leases

b. Risk Elements

III. Summary of Loan Loss Experience

IV. Deposits

V. Time Certificates of $100,000 or More

D. Liquidity

E. Capital Resources and Dividends

F. Fourth Quarter Results

G. Year 2000 Disclosure

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Item 8. Financial Statements and Supplementary Data

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

PART III

Item 10. Directors and Executive Officers of the Registrant

Item 11. Executive Compensation

Item 12. Security Ownership of Certain Beneficial Owners and Management

Item 13. Certain Relationships and Related Transactions

PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

Signatures

Exhibits Index

Cautionary Statement under Federal Securities Laws: The information contained in this Annual Report on Form 10-K contains statements that are not historical in nature but rather are based on management's beliefs, assumptions, expectations, estimates and projections about the future. These statements are "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and involve a degree of uncertainty and attendant risk. Words such as "expects," "believes," "should," "plans," "will," "estimates," and variations of such words and similar expressions are intended to identify such forward-looking statements. Some of these statements, such as those included in the interest rate sensitivity analysis in section 7A, below, entitled "Quantitative and Qualitative Disclosures About Market Risk," are merely presentations of what future performance or changes in future performance would look like based on hypothetical assumptions and on simulation models. These statements are not guarantees of future performance and involve certain risks and uncertainties that are difficult to quantify or, in some cases, to identify. In the case of all forward-looking statements, actual outcomes and results may differ materially from what the statements predict or forecast. Factors that could cause or contribute to such differences include, but are not limited to, unexpected changes in economic and market conditions, including unanticipated fluctuations in interest rates, new developments in state and federal regulation, enhanced competition from unforeseen sources, new emerging technologies, and similar risks inherent in banking operations. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to revise or update these forward-looking statements to reflect the occurrence of unanticipated events.

PART I

Item 1: Business

A. GENERAL

Arrow Financial Corporation (the "Company"), a New York corporation, was incorporated on March 21, 1983 and is registered as a bank holding company within the meaning of the Bank Holding Company Act of 1956. The Company owns two nationally chartered banks in New York, Glens Falls National Bank and Trust Company, Glens Falls, New York ("GFNB"), and Saratoga National Bank and Trust Company, Saratoga Springs, New York ("SNB"), as well as two non-bank subsidiaries, the operations of which were not significant. The Company owns directly or indirectly all voting stock of all its subsidiaries.

The business of the Company consists primarily of the ownership, supervision and control of its bank subsidiaries. The Company provides its subsidiaries with various advisory and administrative services and coordinates the general policies and operation of the subsidiary banks. There were 381 full-time equivalent employees of the Company and the subsidiary banks at December 31, 1999.

	Subsidiary Banks (dollars in thousands)
	Glens Falls National Bank & Trust Co.	Saratoga National Bank & Trust Co.
Total Assets at Year-End	$906,843	$109,110
Trust Assets Under Administration at Year-End (Not Included in Total Assets)	$691,042	$6,998
Date Organized	1851	1988
Employees	360	21
Offices	22	2
Counties of Operation	Warren, Washington Saratoga, Essex & Clinton	Saratoga
Main Office	250 Glen Street Glens Falls, NY	137 So. Broadway Saratoga Springs, NY

The Company through its subsidiary banks offers a full range of commercial and consumer financial products. The banks' deposit base consists of core deposits derived principally from the communities which the banks serve. The banks target their lending activities to consumers and small and mid-sized companies in the banks' immediate geographic areas. In addition to traditional banking services, the Company offers credit card processing services for other financial institutions and, through its banks' trust departments, provides retirement planning, trust and estate administration services for individuals and pension, profit-sharing and employee benefit plan administration for corporations.

B. LENDING ACTIVITIES

The Company's subsidiary banks engage in a wide range of lending activities, including commercial and industrial lending primarily to small and mid-sized companies; mortgage lending for the purchase of residential and commercial properties; and consumer installment, credit card and home equity financing. The Company also maintains an active indirect lending program through its sponsorship of dealer programs, under which it purchases dealer paper from automobile and other dealers meeting pre-established specifications. Historically, the Company has sold a portion of its residential real estate loan originations into the secondary market, primarily to Freddie Mac and state housing agencies, while retaining the servicing rights. Loan sales into the secondary market have diminished in the past three years, however, as the banks have sought to increase their own portfolios. In addition to interest earned on loans, the banks receive facility fees for various types of commercial and industrial credits, and commitment fees for extension of letters of credit and certain types of loans.

Generally, the Company continues to implement conservative lending strategies and policies that are intended to protect the quality of the loan portfolio. These include stringent underwriting and collateral control procedures and credit review systems through which intensive reviews are conducted. It is the Company's policy to discontinue the accrual of interest on loans when the payment of interest and/or principal is due and unpaid for a designated period (generally 90 days) or when the likelihood of repayment is, in the opinion of management, uncertain. Income on such loans is thereafter recognized only upon receipt (see Part II, Item 7.C.II.b., "Risk Elements").

The banks lend primarily to borrowers within the geographic areas served by the banks. The banks' combined loan portfolios do not include any foreign loans or any significant industry concentrations except as described in Note 25 to the Consolidated Financial Statements in Part II, Item 8 of this report. The banks generally do not participate in loan syndications, either as originators or as a participant. Except for credit card loans, the portfolios generally are fully collateralized, and many commercial loans are further secured by personal guarantees.

C. SUPERVISION AND REGULATION

The following generally describes the regulation to which the Company and its banks are subject. Bank holding companies and banks are extensively regulated under both federal and state law. To the extent that the following information summarizes statutory or regulatory provisions, it is qualified in its entirety by reference to the particular law or regulation. Any change in applicable law or regulation may have a material effect on the business and prospects of the Company and the banks.

The Company is a legal entity separate and distinct from its subsidiaries. Most of the Company's revenues, on a parent company only basis, result from dividends and undistributed earnings by the subsidiary banks as well as management fees paid by them. The right of the Company, and consequently the right of creditors and shareholders of the Company, to participate in any distribution of the assets or earnings of the banks through the payment of such dividends or otherwise is necessarily subject to the prior claims of creditors of the banks, except to the extent that claims of the Company in its capacity as a creditor of the banks also may be recognized. Moreover, there are various legal and regulatory limitations applicable to the payment of dividends to the Company by its subsidiaries as well as the payment of dividends by the Company to its shareholders. (See "Capital Resources and Dividends" in Part II, Item 7.E of this report). The ability of the Company and the banks to pay dividends in the future is, and is expected to continue to be, influenced by regulatory policies and capital guidelines.

The Company is a registered bank holding company within the meaning of the Bank Holding Company Act of 1956 (BHC Act) and is subject to regulation by the Board of Governors of the Federal Reserve System (Federal Reserve Board). Additionally, as a "bank holding company" under New York State Law, the Company is subject to regulation by the New York State Banking Department. The subsidiary banks are nationally chartered banks and are subject to supervision and examination by the Office of the Comptroller of the Currency ("OCC"). The banks are members of the Federal Reserve System and the deposits of each subsidiary bank are insured by the Bank Insurance Fund of the Federal Deposit Insurance Corporation ("FDIC"). The BHC Act prohibits the Company, with certain exceptions, from engaging, directly or indirectly, in non-bank activities and restricts loans by the banks to the Company or other non-bank affiliates. Under the BHC Act, a bank holding company must obtain Federal Reserve Board approval before acquiring, directly or indirectly, 5% or more of the voting shares of another bank or bank holding company (unless it already owns a majority of such shares). Under the 1994 Riegle-Neal Act, bank holding companies are now able to acquire banks or other bank holding companies located in all 50 states, and 48 of the 50 states permit banks headquartered in other states to branch into their states although in some cases only by acquisition of or merger with existing banks in such states. As a result of the recently enacted federal Gramm-Leach-Bliley Act, bank holding companies are now permitted to affiliate with a much broader array of other financial insititutions than was previously permitted, including insurance companies, investment banks and merchant banks. See Item 1.F., "Legislative Developments."

During 1997 and 1998, banking regulators developed guidelines that financial institutions follow to ensure that their computer applications will operate properly for all dates after December 31, 1999. Additionally, the SEC prescribed disclosures for all publicly traded corporations, such as the Company, related to year 2000 preparedness. The Company experienced no material computer problems related to year 2000 preparedness.

An important area of banking regulation is the establishment by federal regulators of minimum capitalization standards. The Federal Reserve Board has adopted various "capital adequacy guidelines" for its use in the examination and supervision of bank holding companies. The risk-based capital guidelines assign risk weightings to all assets and certain off-balance sheet items and establish an 8% minimum ratio of qualified total capital to the aggregate dollar amount of risk-weighted assets (which is almost always less than the dollar amount of such assets without risk weighting). At least half of total capital must consist of "Tier 1" capital, which comprises common equity, retained earnings and a limited amount of permanent preferred stock, less goodwill. Up to half of total capital may consist of so-called "Tier 2" capital, comprising a limited amount of subordinated debt, other preferred stock, certain other instruments and a limited amount of the allowance for loan losses. The Federal Reserve Board's other important guideline for measuring a bank holding company's capital is the leverage ratio standard, which establishes minimum limits on the ratio of a bank holding company's "Tier 1" capital to total tangible assets (not risk-weighted). For top-rated holding companies, the minimum leverage ratio is 3%, but lower-rated companies may be required to meet substantially greater minimum ratios. The subsidiary banks are subject to similar capital requirements adopted by their primary federal regulators. The year-end 1999 capital ratios of the Company and its subsidiary banks are set forth in Part II, Item 7.E. "Capital Resources and Dividends." A holding company's ability to pay dividends, repurchase its outstanding stock or expand its business through acquisitions of additional banking organizations or non-bank companies may be restricted if capital falls below these minimum capitalization standards or other informal capital guidelines that the regulators may apply from time to time to specific banking organizations.

In cases where banking regulators have significant concerns regarding the financial condition, assets or operations of a bank or bank holding company, the regulators may take enforcement action or impose enforcement orders, formal or informal, against the organization. Neither the Company nor any of its subsidiaries is now, or has been within the past year, subject to any formal or informal regulatory enforcement action or order.

D. COMPETITION

The Company and its subsidiaries face intense competition in all markets that they serve. Traditional competitors are other local commercial banks, savings banks, savings and loan institutions and credit unions, as well as local offices of major regional and money center banks. Also, non-banking organizations, such as consumer finance companies, insurance companies, securities firms, money market and mutual funds and credit card companies, which are not subject to the same regulatory restrictions and capital requirements that apply to the Company and its subsidiary banks, offer substantive equivalents of transaction accounts, credit cards and various other loan and financial products. As a result of the newly adopted Gramm-Leach-Bliley Act, such organizations now may be in a position not only to offer comparable products to those offered by the Company, but actually to establish, acquire or affiliate with commercial banks themselves.

.

E. STATISTICAL DISCLOSURE

The following table is an index to the statistical disclosure required by Securities Act Guide 3 for Bank Holding Companies to be set forth herein and is found in Part II, Item 7 of this report, "Management's Discussion and Analysis of Financial Condition and Results of Operations," and in Part II, Item 8, "Financial Statements and Supplementary Data."

Required Information	Location
Distribution of Assets, Liabilities and Stockholders' Equity; Interest Rates and Interest Differential	Part II, Item 7.B.I.
Investment Portfolio	Part II, Item 7.C.I.
Loan Portfolio	Part II, Item 7.C.II.
Summary of Loan Loss Experience	Part II, Item 7.C.III.
Deposits	Part II, Item 7.C.IV.
Return on Equity and Assets	Part II, Item 6.
Short-Term Borrowings	Part II, Item 8. Note 9.

F. LEGISLATIVE DEVELOPMENTS

On November 12, 1999, Congress enacted the Gramm-Leach-Bliley Act ("GLBA"), under which a bank holding company that elects to become a financial holding company may engage in a wider range of financial activities than was permitted to bank holding companies prior to the GLBA. Effective March 11, 2000, the GLBA will permit a financial holding company, acting through non-bank subsidiaries, to engage in certain pre-approved financial activities, which include the underwriting of all types of insurance and annuity products, the underwriting of all types of securities products and mutual funds, merchant banking activities, full-service insurance agency activities and operating a travel agency. If a financial holding company wishes to engage in other activities that are not on the pre-approved list, it must file an application with the Federal Reserve Board. A bank holding company that does not elect to become a financial holding company will remain a bank holding company subject to substantially the same regulatory requirements as applied prior to the GLBA, with certain exceptions such as new customer privacy regulations and broker-dealer restrictions. The Company is currently evaluating the opportunities available under the GLBA.

In 1995, the federal bank regulatory authorities promulgated a set of revised regulations addressing the responsibilities of banking organizations under the Community Reinvestment Act ("CRA"). The revised regulations place additional emphasis on the actual experience of a bank in making loans in low- and moderate-income areas within its service area as a key determinant in evaluation of the bank's compliance with the statute. As in the prior regulations, bank regulators are authorized to bring enforcement actions against banks under the CRA only in the context of bank expansion or acquisition transactions.

In 1994, Congress enacted the Riegle-Neal Interstate Banking and Branching Efficiency Act. Under the Act, as of September 29, 1995, bank holding companies were authorized as a matter of federal law to acquire banks located in any of the 50 states, notwithstanding any state laws to the contrary, provided all required regulatory and other approvals are obtained. Also, under the Act, effective June 1, 1997, banks headquartered in any state were permitted to branch into any other state, except for those states which enacted legislation prior to June 1, 1997 "opting out" of interstate branching. Only Colorado and Montana elected to "opt out" of interstate branching; thus, the Company's banks may branch into all other states, including all states adjacent to New York, upon receipt of all required approvals and subject to certain conditions of state law.

In 1991, the Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA") was enacted. Among other things, FDICIA requires the federal banking regulators to take prompt corrective action with respect to depository institutions that do not meet minimum capital requirements. FDICIA established five capital classifications for banking institutions, the highest being "well capitalized." Under regulations adopted by the federal bank regulators, a banking institution is considered "well capitalized" if it has a total risk-adjusted capital ratio of 10% or greater, a Tier 1 risk-adjusted capital ratio of 6% or greater and a leverage ratio of 5% or greater and is not subject to any regulatory order or written directive regarding capital maintenance. The Company and each of its subsidiary banks meet all these conditions and thus are classified as "well capitalized."

FDICIA also imposed expanded accounting and audit reporting requirements for depository institutions whose total assets exceed $500 million. These requirements became effective for Glens Falls National Bank and Trust Company beginning in 1996.

The FDIC levies assessments on various deposit obligations of the Company's banking subsidiaries. Since 1996, the premium paid by the best-rated banks (including the Company's subsidiary banks) has been a flat charge of $2 thousand per year. Also in that year, Congress enacted the Deposit Insurance Funds Act, under which deposits insured by the Bank Insurance Fund ("BIF"), such as the deposits of the Company's banks, are subject to assessment for payment on bond obligations financing the FDIC's Savings Association Insurance Fund ("SAIF") at a rate 1/5 the rate paid on deposits by SAIF-insured thrift institutions. Accordingly, the deposits of the Company's banks were assessed an additional 1.160 cents per $100 of insured deposits in 1999, 1.220 cents per $100 of insured deposits in 1998 and an additional 1.256 cents in 1997. Beginning in 2000, the BIF and SAIF rates were equalized, with the BIF rate increasing to 2.120 and the SAIF rate decreasing from 5.800 to 2.120.

Various other federal bills that would significantly affect banks have been introduced in Congress from time to time. The Company cannot estimate the likelihood of any such bills being enacted into law, or the ultimate effect that any such potential legislation, if enacted, would have upon its financial condition or operations.

G. EXECUTIVE OFFICERS OF THE REGISTRANT

The names and ages of the principal executive officers of the Company and positions held are presented in the following table. The officers are elected annually by the Board of Directors.

Name	Age	Positions Held and Years from Which Held
Thomas L. Hoy	51	President and CEO since January 1, 1997 and President and CEO of Glens Falls National Bank since 1995. Mr. Hoy was Executive Vice President of Glens Falls National Bank prior to 1995. Mr. Hoy has been with the Company since 1974.
John J. Murphy	48	Executive Vice President, Treasurer and CFO since 1993. Mr. Murphy has served as Senior Vice President, Treasurer and CFO of the Company since 1983. Mr. Murphy has been with the Company since 1973.
Gerard R. Bilodeau	52	Senior Vice President and Secretary since 1994. Mr. Bilodeau was Vice President and Secretary from 1993 to 1994 and was Director of Personnel prior to 1993. Mr. Bilodeau has been with the Company since 1969.
John C. Van Leeuwen	56	Senior Vice President and Chief Credit Officer since 1995. Prior to 1995, Mr. Van Leeuwen served as Vice President and Loan Review Officer. Mr. VanLeeuwen has been with the Company since 1985.

Item 2: Properties

The Company is headquartered at 250 Glen Street, Glens Falls, New York. The building is owned by Glens Falls National Bank and serves as its main office. Glens Falls National Bank owns eighteen additional offices and leases three, at market rates. Saratoga National Bank owns both of its offices. The Company continues to own a building in Rutland, Vermont, that served as headquarters for the Company's Vermont bank prior to the divestiture of those operations in 1996. The Company has been actively seeking to sell the building since that date. Rental costs of premises did not exceed 5% of operating costs in 1999.

In the opinion of management of the Company, the physical properties of the Company and the subsidiary banks are suitable and adequate.

Item 3: Legal Proceedings

The Company is not the subject of any material pending legal proceedings, other than ordinary routine litigation occurring in the normal course of its business.

The Company's subsidiary banks are the subjects of or parties to various legal claims which arise in the normal course of their business. For example, from time to time, the banks have encountered claims against them grounded in lender liability, of the sort often asserted against financial institutions. These lender liability claims normally take the form of counterclaims to lawsuits filed by the banks for collection of past due loans. The various pending legal claims against the subsidiary banks, including lender liability claims, will not, in the opinion of management and counsel, result in any material liability.

Item 4: Submission of Matters to a Vote of Security Holders

None in the fourth quarter of 1999.

PART II

Item 5: Market for the Registrant's Common Equity and Related Stockholder Matters

The common stock of Arrow Financial Corporation is traded on The Nasdaq Stock Market^SM under the symbol AROW.

The high and low prices listed below represent actual sales transactions, as reported by Nasdaq, rounded to the nearest 1/8 point.

Per share amounts, market prices and cash dividends have been adjusted for the October 1999 five-for-four stock split and the August 1998 ten percent stock dividend.

	Sales Price		Cash Dividends Declared
	High	Low
1998
First Quarter	$25.000	$21.500	$.153
Second Quarter	26.250	22.250	.153
Third Quarter	26.250	19.250	.168
Fourth Quarter	23.375	19.625	.176
1999
First Quarter	22.500	20.625	.176
Second Quarter	21.875	21.125	.176
Third Quarter	21.125	20.625	.184
Fourth Quarter	20.750	16.875	.190

The payment of dividends by the Company is at the discretion of the Board of Directors and is dependent upon, among other things, the Company's earnings, financial condition and other factors, including applicable governmental regulations and restrictions. See "Capital Resources and Dividends" in Part II, Item 7.E. of this report.

There were approximately 3,162 holders of record of common stock at December 31, 1999.

Item 6: Selected Financial Data

FIVE YEAR SUMMARY OF SELECTED DATA

Arrow Financial Corporation and Subsidiaries

(Dollars In Thousands, Except Per Share Data)

Consolidated Statements of Income Data:		1999	1998	1997	1996	1995
Interest and Dividend Income		$67,135	$63,033	$54,861	$54,875	$60,718
Less: Interest Expense		29,266	28,142	23,887	21,826	24,865
Net Interest Income		37,869	34,891	30,974	33,049	35,853
Less: Provision for Loan Losses		1,424	1,386	1,303	896	1,170
Net Interest Income After Provision for Loan Losses		36,445	33,505	29,671	32,153	34,683
Other Income 3		9,382	8,172	8,109	23,804	14,473
Net Gains (Losses) on Securities Transactions		(4)	408	74	(101)	23
Less: Other Expense		27,298	24,506	21,702	24,774	29,769
Income Before Income Taxes		18,525	17,579	16,152	31,082	19,410
Provision for Income Taxes		5,666	5,744	5,155	10,822	6,986
Net Income		$12,859	$11,835	$10,997	$20,260	$12,424
Earnings Per Common Share1:
Basic		$ 1.68	$ 1.50	$ 1.37	$ 2.38	$ 1.38
Diluted		1.66	1.48	1.35	2.36	1.37
Per Common Share1:
Cash Dividends		$ .73	$ .65	$ .57	$ .46	$ .36
Book Value		9.73	9.91	9.32	8.94	7.56
Tangible Book Value2		8.13	8.26	7.57	8.71	7.32
Consolidated Year-End Balance Sheet Data:
Total Assets		$1,001,107	$939,029	$831,559	$652,603	$789,790
Securities Available-for-Sale		228,364	267,731	221,837	171,743	178,645
Securities Held-to-Maturity		55,467	63,016	44,082	30,876	13,921
Loans and Leases, Net of Unearned Income		655,820	546,126	485,810	393,511	517,787
Nonperforming Assets		2,745	3,592	4,077	2,799	6,790
Deposits		795,197	775,597	720,915	541,747	694,453
Other Borrowed Funds		36,021	24,032	24,755	22,706	15,297
Federal Home Loan Bank Advances		85,000	45,000	---	---	---
Shareholders' Equity		72,287	77,146	73,871	74,296	67,504
Selected Key Ratios:
Return on Average Assets		1.33%	1.36%	1.49%	2.86%	1.60%
Return on Average Equity		17.02	15.51	15.19	28.78	19.45
Dividend Payout		43.98	43.78	41.49	19.47	25.89
Average Equity to Average Assets		7.81	8.74	9.80	9.95	8.22

¹ Per share amounts have been adjusted for the 1999 5-for-4 stock split, the 1998 ten percent, the 1997 five percent and the 1996 ten percent stock dividends.

² Tangible book value excludes from total equity intangible assets, primarily goodwill associated with branch purchases.

³ Other Income in 1996 includes a net gain of $15,330 from divestiture of the Company's Vermont operations; other income in 1995 includes a $5,000 insurance recovery.

Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis focuses on and reviews the Company's results of operations for each of the years in the three-year period ended December 31, 1999 and the financial condition of the Company as of December 31, 1999 and 1998. Per share amounts have been restated to reflect the 1999 five-for-four stock split, the 1998 ten percent stock dividend and the 1997 five percent stock dividend. The discussion below should be read in conjunction with the consolidated financial statements and other financial data presented elsewhere herein.

A. OVERVIEW

The Company reported net income of $12.9 million for 1999 compared to net income of $11.8 million for 1998 and $11.0 million for 1997. As indicated in the following table "Summary of Core Earnings," net income from each year was impacted by nonrecurring items, which had a significant positive impact in 1997, a small positive impact in 1998, and an even smaller negative impact in 1999. Net income, on a recurring basis, increased $1.4 million, or 11.9%, from 1998 to 1999 and increased $1.5 million, or 15.2%, from 1997 to 1998. Diluted earnings per share (stated on a recurring basis) increased $.22, or 15.2%, from 1998 to 1999 and $.22, or 17.9%, from 1997 to 1998.

The following analysis adjusts net income for nonrecurring items to arrive at a comparative presentation of the Company's "core" earnings. Also presented are cash diluted earnings per share, which adds-back to recurring net income the amortization of goodwill, net of tax, associated with branch purchases.

SUMMARY OF CORE EARNINGS

(In Thousands, Except Per Share Data)

		1999	1998	1997
Net Income, as Reported		$12,859	$11,835	$10,997
Nonrecurring Items, Net of Tax:
State Tax Settlement		---	---	(464)
OREO Transactions		47	(10)	(70)
Net Securities Transactions		2	(241)	(44)
Other		51	---	(361)
Core Net Income		$12,959	$11,584	$10,058
Diluted Earnings Per Share, Based on Reported Net Income		$ 1.66	$ 1.48	$ 1.35
Diluted Earnings Per Share, Based on Core Net Income		1.67	1.45	1.23
Cash Diluted Earnings Per Share, Based on Core Net Income 1		1.75	1.52	1.27
Return on Average Assets		1.33%	1.36%	1.49%
Return on Average Assets, Based on Core Net Income		1.34	1.33	1.36
Return on Average Equity		17.02%	15.51%	15.19%
Return on Average Equity, Based on Core Net Income		17.15	15.20	14.02
1 Cash Earnings Per Share adds back to core net income the amortization of goodwill, net of tax, associated with branch purchases.

At the end of the second quarter of 1997, the Company completed the acquisition of six branches from Fleet Bank, extending the Company's market area northward to Plattsburgh, New York. Effects of the acquisition are discussed in various sections of this "Management's Discussion and Analysis" and in Note 26 to the Consolidated Financial Statements.

At December 31, 1999, the Company's tangible book value per share (shareholders' equity reduced by intangible assets including goodwill, mortgage servicing rights and intangible pension plan assets) amounted to $8.13, a decrease of $.13, or 1.6%, from year-end 1998. The decrease was primarily attributable to the Company's repurchase of common stock throughout the year, which more than offset retained earnings. In 1998, tangible book value increased $.69, or 9.1%, from the prior year-end. The increase was primarily attributable to retained current year earnings. At year-end 1999, the average of the Company's bid and asked stock price was $19.313, resulting in a trading multiple of 2.38 to tangible book value.

The Company's cash dividend for the first two quarters of 1999, as restated for the October 1999 5-for-4 stock split, was $.176 per share. The Company increased its quarterly cash dividend to $.184, as restated, for the third quarter and again to $.19 for the fourth quarter of 1999. On an annual basis, cash dividends of $.73 per share for 1999 represented an increase of $.08, or 12.3%, from cash dividends of $.65 in 1998.

Nonperforming assets amounted to $2.7 million at December 31, 1999, a decrease of $847 thousand from the prior year-end. At year-end, the allowance for loan losses, at $7.8 million, represented 371% of nonperforming loans.

B. RESULTS OF OPERATIONS

The following analysis of net interest income, the provision for loan losses, noninterest income, noninterest expense and income taxes, presents the factors that are primarily responsible for the Company's results of operations for 1999 and the prior two years.

I. NET INTEREST INCOME (Tax-equivalent Basis)

Net interest income represents the difference between interest and dividends earned on loans, securities and other earning assets and interest paid on deposits and other sources of funds. Changes in net interest income result from changes in the level and mix of earning assets and sources of funds (volume) and changes in the yields earned and costs paid (rate). Net interest margin is the ratio of net interest income to average earning assets. Net interest income may also be described as the product of earning assets and the net interest margin.

COMPARISON OF NET INTEREST INCOME

(Dollars In Thousands) (Tax-equivalent Basis)

		Years Ended December 31,			Change From Prior Year
					1999		1998
		1999	1998	1997	Amount	Pct.	Amount	Pct.
Interest and Dividend Income		$68,485	$64,131	$55,705	$ 4,354	6.8%	$ 8,426	15.1%
Interest Expense		29,266	28,142	23,887	1,124	4.0	4,255	17.8
Net Interest Income		$39,219	$35,989	$31,818	$ 3,230	9.0	$ 4,171	13.1

On a tax-equivalent basis, net interest income was $39.2 million in 1999, an increase of $3.2 million, or 9.0%, from $36.0 million in 1998. Factors contributing to the $3.2 million increase in net interest income are discussed in the following section.

ANALYSIS OF CHANGES IN NET INTEREST INCOME

The following table presents net interest income components on a tax-equivalent basis and reflects changes between periods attributable to movement in either the average daily balances or average rates for both earning assets and interest-bearing liabilities. Changes attributable to both volume and rate have been allocated proportionately between the categories.

CHANGE IN NET INTEREST INCOME

(In Thousands) (Fully Taxable Basis)

		1999 Compared to 1998			1998 Compared to 1997
		Change in Net Interest Income			Change in Net Interest Income
		Due to:			Due to:
Interest and Dividend Income:		Volume	Rate	Total	Volume	Rate	Total
Federal Funds Sold		$ (30)	$ (57)	$ (87)	$ (404)	$ (23)	$ (427)
Securities Available-for-Sale:
Taxable		962	254	1,216	2,788	(464)	2,324
Non-Taxable		(519)	(9)	(528)	529	3	532
Securities Held-to-Maturity:
Taxable		(1,626)	365	(1,261)	167	(71)	96
Non-Taxable		1,268	(428)	840	772	(161)	611
Loans and Leases		7,109	(2,935)	4,174	6,524	(1,234)	5,290
Total Interest and Dividend Income		7,164	(2,810)	4,354	10,376	(1,950)	8,426
Interest Expense:
Deposits:
Interest-Bearing Demand Deposits		522	(396)	126	794	(328)	466
Regular and Money Market Savings		88	(681)	(593)	418	(350)	68
Time Deposits of $100,000 or More		845	(507)	338	1,313	28	1,341
Other Time Deposits		3	(885)	(882)	1,287	43	1,330
Total Deposits		1,458	(2,469)	(1,011)	3,812	(607)	3,205
Short-Term Borrowings		475	(48)	427	262	(61)	201
Long-Term Debt		1,731	(23)	1,708	849	---	849
Total Interest Expense		3,664	(2,540)	1,124	4,923	(668)	4,255
Net Interest Income		$ 3,500	$ (270)	$3,230	$ 5,453	$(1,282)	$4,171

The following table reflects the components of the Company's net interest income, setting forth, for years ended December 31, 1999, 1998 and 1997 (I) average balances of assets, liabilities and shareholders' equity, (II) interest and dividend income earned on earning assets and interest expense incurred on interest-bearing liabilities, (III) average yields earned on earning assets and average rates paid on interest-bearing liabilities, (IV) the net interest spread (average yield less average cost) and (V) the net interest margin (yield) on earning assets. Rates are computed on a tax-equivalent basis. The yield on securities available-for-sale is based on the amortized cost of the securities. Nonaccrual loans are included in average loans and leases, while unearned income has been eliminated.

AVERAGE CONSOLIDATED BALANCE SHEETS AND NET INTEREST INCOME ANALYSIS

Arrow Financial Corporation and Subsidiaries

(Fully Taxable Basis using a marginal tax rate of 35%)

(Dollars In Thousands)

Years Ended December 31,		1999			1998			1997
			Interest	Rate		Interest	Rate		Interest	Rate
		Average	Income/	Earned/	Average	Income/	Earned/	Average	Income/	Earned/
		Balance	Expense	Paid	Balance	Expense	Paid	Balance	Expense	Paid
Federal Funds Sold		$ 10,696	$ 522	4.88%	$ 11,280	$ 609	5.40%	$ 18,752	$ 1,035	5.52%
Securities Available-
for-Sale:
Taxable		241,237	15,758	6.53	226,447	14,542	6.42	183,261	12,219	6.67
Non-Taxable		1,171	69	5.89	10,005	597	5.97	1,142	65	5.73
Securities Held-to-Maturity:
Taxable		3,363	299	8.89	22,825	1,560	6.84	20,413	1,464	7.17
Non-Taxable		52,496	3,285	6.26	32,988	2,445	7.41	22,713	1,834	8.08
Loans & Leases		600,719	48,552	8.08	514,348	44,378	8.63	439,103	39,088	8.90
Total Earning Assets		909,682	68,485	7.53	817,893	64,131	7.84	685,384	55,705	8.13
Allowance For Loan
Losses		(7,316)			(6,514)			(6,021)
Cash and Due From Banks		25,245			22,891			26,341
Other Assets		40,219			39,101			32,732
Total Assets		$967,830			$873,371			$738,436
Deposits:
Interest-Bearing
Demand Deposits		$190,185	5,059	2.66	$171,209	4,933	2.88	$144,204	4,467	3.10
Regular and Money
Market Savings		165,299	3,658	2.21	161,874	4,251	2.63	146,529	4,183	2.85
Time Deposits of
$100,000 or More		128,688	6,413	4.98	112,226	6,075	5.41	87,956	4,734	5.38
Other Time Deposits		195,335	9,833	5.03	195,283	10,715	5.49	171,820	9,385	5.46
Total Interest-Bearing
Deposits		679,507	24,963	3.67	640,592	25,974	4.05	550,509	22,769	4.14
Short-Term Borrowings		38,426	1,729	4.50	28,001	1,319	4.71	22,491	1,118	4.97
Long-Term Debt		51,200	2,574	5.03	16,548	849	5.13	---	---	---
Total Interest-
Bearing Funds		769,133	29,266	3.81	685,141	28,142	4.11	573,000	23,887	4.17
Demand Deposits		106,259			96,149			78,704
Other Liabilities		16,896			15,752			14,339
Total Liabilities		892,288			797,042			666,043
Shareholders' Equity		75,542			76,329			72,393
Total Liabilities and
Shareholders' Equity		$967,830			$873,371			$738,436
Net Interest Income
(Fully Taxable Basis)			39,219			35,989			31,818
Reversal of Tax Equivalent
Adjustment			(1,350)			(1,098)			(844)
Net Interest Income			$37,869			$34,891			$30,974
Net Interest Spread				3.72%			3.73%			3.96%
Net Interest Margin				4.31%			4.40%			4.64%

CHANGES IN NET INTEREST INCOME DUE TO RATE

YIELD ANALYSIS		December 31,
		1999	1998	1997
Yield on Earning Assets		7.53%	7.84%	8.13%
Cost of Interest-Bearing Liabilities		3.81	4.11	4.17
Net Interest Spread		3.72%	3.73%	3.96%
Net Interest Margin		4.31%	4.40%	4.64%

The following items have a major impact on changes in net interest income due to rate: general interest rate changes, the ratio of the Company's rate sensitive assets to rate sensitive liabilities (interest rate sensitivity gap) during periods of interest rate changes and the level of nonperforming loans. The change in net interest income due to changes in rate was a decrease of $270 thousand in 1999 and a decrease of $1.3 million in 1998.

As the following analysis demonstrates, prevailing interest rates economy-wide began to increase in the second half of 1999. The consensus expectation, and management's expectation, is that continuing modest rate increases likely will be experienced in the first half of 2000 and perhaps in succeeding periods. This marks a turnaround from a long period of flat or slowly-declining prevailing interest rates. The recent rate hikes did not have a significant impact on the Company's financial results for 1999, which continued to show decreases from prior periods in the average rate earned on earning assets and the average rate paid on earning liabilities, as well as relative stability in the Company's net interest spread and net interest margin. These results are reviewed in more detail below.

The ability of the Company to maintain net interest spreads and net interest margins if interest rates rise in forthcoming periods will depend directly on its ability to reprice assets as rapidly as market forces may compel repricing of liabilities. Although conventional wisdom in the industry is that paying liabilities reprice more quickly than earning assets, management notes that much of the Company's recent loan growth has occurred in the consumer loan sector, including indirect loans, and that this sector tends to reprice relatively quickly. On the other hand, certain asset sectors also emphasized in the Company's portfolio, such as residential mortgage loans and investment securities, are more resistant to upward repricing. Management is not able to predict with any certainty how the relative repricing of its asset and liability portfolios will proceed in forthcoming periods, or whether prevailing interest rates or the rates paid or earned by the Company will continue to rise. Management does, however, expect generally increased pressure on margins, not merely for reasons of anticipated rate increases, but also due to greater competition in the Company's markets and other factors.

The Federal Reserve Board attempts to influence prevailing federal funds and prime interest rates and sets changes to the Federal Reserve Bank discount rate. The following chart presents recent changes:

Key Interest Rate Changes 1996 - 1999

		Federal
	Discount	Funds	Prime
Date	Rate	Rate	Rate
November 16, 1999	5.00	5.50	8.50
August 25, 1999	4.75	5.25	8.25
June 30, 1999	4.50	5.00	8.00
November 17, 1998	4.50	4.75	7.75
October 8, 1998	4.75	5.00	8.00
September 29, 1998	4.75	5.25	8.25
March 26, 1997	4.75	5.50	8.50
January 31, 1996	5.00	5.25	8.00

In the fall of 1998, after 18 months of relative interest rate stability, the Federal Reserve Board took steps in its open market operations leading to three 25 basis point decreases in the federal funds target rate, which led to parallel changes in the prime rate. During the second half of 1999, the Federal Reserve Board essentially reversed the 1998 actions by increasing the federal funds target rate by 25 basis points on three occasions in June, August and November. The prime rate rose in parallel.

Although the Company's spread between the yield on earning assets and the cost of interest-bearing liabilities remained essentially the same for 1999 as for 1998, net interest margin for 1999, at 4.31%, represented a 9 basis point decrease from the net interest margin of 4.40% in 1998. The one basis point decrease in the spread reflected a 31 basis point decrease in the yield on earning assets and a 30 basis point decrease in the cost of interest-bearing liabilities from 1998 to 1999.

The 9 basis point decrease in net interest margin was attributable to the difference in the change in average earning assets and paying liabilities. From 1998 to 1999, average earning assets increased 11.2% while the increase in average paying liabilities was 12.3%. During the fourth quarter of 1999, the Company began to increase its cash and due from bank balances as a precautionary measure for any possible run on deposits as a result of perceived year 2000 problems. This measure was one of the reasons for the fact that for 1999 average earning assets increased at a slower rate than average interest-bearing liabilities. In January 2000, cash and due from banks returned to normal levels. Another reason is that average shareholders' equity decreased by 1.03% from 1998 to 1999, in response to the decision by the Board and management during 1999 to continue with a stock repurchase program. This decrease, although a contributing factor in average paying liabilities expanding more rapidly than average earning assets, also had the positive effect of further leveraging shareholders' equity, thereby increasing per share returns.

The decline in net interest margin experienced in 1999 was less than the decline experienced in 1998. Net interest margin for 1998, at 4.40%, represented a 24 basis point decrease from the net interest margin of 4.64% in 1997. This reflects a 29 basis point decrease in the yield on earning assets partially offset by a 6 basis point decrease in the cost of paying liabilities from 1997 to 1998.

The decrease in net interest margin was primarily attributable to three factors: (i) The lack of any significant slope to the yield curve (the normal slope of the yield curve is caused by higher yields for instruments with longer maturities) was the most significant factor leading to the decrease in net interest margin from 1997 to 1998, since the Company was unable to obtain the same spread as in prior periods between longer-term interest bearing liabilities and earning assets as those items repriced. (ii) The yield on earning assets decreased more than the cost of paying liabilities from 1997 to 1998, reflecting the competitive environment for loan products in the Company's market area. (iii) The Company took advantage of its borrowing arrangement with the Federal Home Loan Bank ("FHLB") to borrow up to $45 million by year-end 1998. The funds were placed in a variety of investments pending long-term absorption into the loan portfolio. In the short run, however, the spread between the rate earned on the investments and the rate paid on FHLB borrowings was narrower than the Company's net interest spread generally, and thus reduced the spread as well as the net interest margin. Nevertheless, total net interest income was enhanced by the strategy, as was intended.

A discussion of the impact on net interest income resulting from changes in interest rates vis a vis the repricing patterns of the Company's earning assets and interest-bearing liabilities is included later in this report under Item 7A "Quantitative and Qualitative Disclosures About Market Risk."

CHANGES IN NET INTEREST INCOME DUE TO VOLUME

AVERAGE BALANCES

(Dollars in Thousands)

					Change		% Change
		1999	1998	1997	1999	1998	1999	1998
Earning Assets		$909,682	$817,893	$685,384	$91,789	$132,509	11.2%	19.3%
Interest-Bearing Liabilities		769,133	685,141	573,000	83,992	112,141	12.3	19.6
Demand Deposits		106,259	96,149	78,704	10,110	17,445	10.5	22.2
Total Assets		967,830	873,371	738,436	94,458	134,935	10.8	18.3
Earning Assets to Total Assets		93.99%	93.65%	92.82%	.34%	.83%	0.4	0.9

In general, changes in the volume of earning assets and interest-bearing liabilities will result in corresponding changes in net interest income. However, changes due to volume can be enhanced or restricted by shifts within the relative mix of earning assets or interest-bearing liabilities between instruments of different rates. The change in net interest income due to changes in volume was an increase of $3.5 million in 1999 and an increase of $5.5 million in 1998.

Average earning assets increased by $91.8 million, or 11.2%, between 1998 and 1999. As discussed earlier, average interest-bearing liabilities increased to a somewhat greater extent, by 12.3%, between the two years. On the earning asset side, the Company experienced growth in its major loan categories: commercial and commercial real estate, residential real estate and particularly indirect consumer loans. Indirect consumer loans, which are primarily auto loans financed through local dealerships where the Company acquires the dealer paper. Indirect consumer loans accounted for the greatest portion of growth within the loan portfolio over the past five quarters. From 1998 to 1999, the average balance of indirect loans increased $57.5 million, or 36.5%. The Company also experienced steady demand for residential real estate loans in recent periods with average balances increasing $30.3 million, or 18.1%, from 1998 to 1999.

The increase in average earning assets was funded by a $49.0 million increase in average deposit balances, a $10.4 million increase in average short-term borrowings and by a $34.7 million increase in average FHLB borrowings. The growth in average deposit balances occurred primarily in demand deposits, NOW accounts and time deposits of $100,000 or more. The growth in demand deposits and NOW accounts took place through the Company's existing network of branches. The growth in time deposits of $100,000 or more was primarily attributable to an increase in the balances and number of municipal depositors.

Average earning assets increased by $132.5 million, or 19.3%, between 1997 and 1998. Average interest-bearing liabilities increased similarly, by 19.6%, between the two years. This increase in volume on both sides of the balance sheet led to a $5.5 million increase in net interest income from 1997 to 1998. While the Fleet branch acquisition had a significant impact on the increase in average earning assets between 1997 and 1998, due to the fact that the balances acquired from Fleet in mid-1997 only had a six month impact on average earning assets in that year, the chief factor was the internal asset growth in 1998 itself. From year-end 1997 to year-end 1998 earning assets increased $108.6 million. Of that increase, $60.3 million occurred within the loan portfolio, with nearly all of the increases attributable to indirect automobile loans and residential real estate loans. During 1998 the Company took advantage of its borrowing agreement with the FHLB accepting advances of $45 million by year-end. The remaining increase in earning assets was essentially funded primarily by deposit growth.

Increases in the volume of loans and deposits, as well as yields and costs by type, are discussed later in this report under Item 7.C. "Financial Condition."

II. PROVISION FOR LOAN LOSSES AND ALLOWANCE FOR LOAN LOSSES

Through the provision for loan losses, an allowance (reserve) is maintained for estimated loan losses. Actual loan losses are charged against this allowance when loans are deemed uncollectible. In evaluating the adequacy of the allowance for loan losses, management considers various risk factors influencing asset quality. The analysis is performed on a loan by loan basis for impaired and large balance loans, and by portfolio type for smaller balance homogeneous loans. This analysis is based on judgments and estimates and may change in response to economic developments or other conditions that may influence borrowers' economic outlook.

The provision for loan losses was largely influenced by the level of nonperforming loans, the level of loans actually charged-off against the allowance for loan losses during the year and the change in the mix and volume of loan categories within the loan portfolio. The provision for loan losses was $1.4 million for 1999, an increase of $38 thousand, or 2.7%, from 1998. While the Company has experienced a decrease in nonperforming loans and gross charge-offs over the past two years, the Company has also experienced a shift in the mix of loan categories within the loan portfolio. (See C. Financial Condition II. Loan Portfolio in this Report) Indirect installment loans now represent the largest loan category and management perceives a higher level of risk in the current portfolio mix than in the prior periods.

At December 31, 1999, nonperforming loans amounted to $2.1 million, a decrease of 28.4% from the balance at December 31, 1998. The decrease was primarily attributable to one large commercial loan, originally placed on nonaccrual status during 1997, which was fully repaid in 1999.

At December 31, 1999, the allowance for loan losses was $7.8 million. The allowance for loan losses represented 371% of the amount of nonperforming loans at that date.

During 1999, loan losses charged against the allowance, net of recoveries, were $382 thousand, or .06%, of average loans for the period. The principal reason for the year-to-year decrease in net loan losses was a recovery of $315 thousand related to the final repayment of the large commercial loan cited above. Excluding the large recovery, net loan losses for 1999 was .12% of average loans. The provision for loan losses charged to expense for 1999 was $1.4 million, or .24%, of average loans for the period.

At December 31, 1998, nonperforming loans amounted to $2.9 million, a decrease of 20.5% from the balance at December 31, 1997. The decrease was primarily attributable to one large commercial loan, placed on nonaccrual status during 1997, which fully paid-off in 1998. At December 31, 1998 the allowance for loan losses was $6.7 million. The allowance for loan losses was 230% of the amount of nonperforming loans at that date. During 1998, loan losses charged against the allowance, net of recoveries, were $835 thousand, or .16%, of average loans for the period. The provision for loan losses charged to expense for 1998 was $1.4 million, or .27%, of average loans for the period.

At December 31, 1997, nonperforming loans amounted to $3.7 million, an increase of 40.7% from the balance at December 31, 1996. The increase was primarily attributable to a large commercial loan placed on nonaccrual status during 1997, the same loan discussed above that was fully paid off in 1998. At December 31, 1997 the allowance for loan losses was $6.2 million. The allowance for loan losses was 168% of the amount of nonperforming loans at that date. During 1997, loan losses charged against the allowance, net of recoveries, were $1.4 million, or .32%, of average loans for the period. The provision for loan losses charged to expense for 1997 was $1.3 million, or .30%, of average loans for the period. In addition, in mid-1997, the Company made a purchase acquisition adjustment to the allowance of $700 thousand for loans acquired in the Fleet branch transaction. This adjustment represented the allowance for inherent risk of loss in the loans acquired.

During 1996, loan losses charged against the allowance, net of recoveries, were $580 thousand, or .13%, of average loans for the period. However, the allowance for loan losses was significantly reduced during the year by $6.8 million. This was the amount of the reserve attributable to loans transferred in the divestiture of the Vermont banking operations. These reductions in the allowance for loan losses were offset in part by a provision for loan losses of $896 thousand, or .19%, of average loans for the year. At December 31, 1996 the allowance for loan losses was $5.6 million. The allowance for loan losses was 213% of the amount of nonperforming loans at that date.

During 1995, nonperforming assets continued the steady decline begun in 1991. The primary portion of the decrease in nonperforming assets in 1995 came from the sale of OREO out of the Vermont banking operations. Nonaccrual loans increased $626 thousand or 17.3%, from the year-end 1994 balance. The increase in nonaccrual loans was due primarily to the aggregate borrowing of one large commercial borrower, which was placed on nonaccrual status in 1995. That loan was accounted for under SFAS No. 114 and was being carried at its estimated fair value. Loans reported as troubled debt restructures at December 31, 1994, were classified as performing in 1995. Net loan losses for 1995 were $1.4 million. These losses compare to net loan losses of $2.8 million for the year ended December 31, 1994. As a ratio to average loans, the net loan losses were .27% and .56%, for the same respective periods.

The Company's 5-year experience with loan charge-offs, provisioning for loan losses and maintenance of its loss allowance reveals a steady strengthening of loan quality and continuing application of high credit standards. The coverage ratio was at its highest level at year-end 1999, compared to the past five years, but the allowance as a percentage of total period-end loans was only 1.19%, marking a 5-year low. While management believes that the 1999 year-end allowance was adequate under the circumstances, there can be no assurances that future economic or financial developments, including general interest rate increases or a slowdown in the economy, might not lead to increased provisions to the allowance or a higher incidence of loan charge-offs.

SUMMARY OF THE ALLOWANCE AND PROVISION FOR LOAN LOSSES

(Dollars In Thousands) (Loans and Leases, Net of Unearned Income)

Years-Ended December 31,		1999	1998	1997	1996	1995
Loans and Leases at End of Period		$ 655,820	$546,126	$485,810	$393,511	$517,787
Average Loans and Leases		600,719	514,348	439,103	459,946	513,266
Total Assets at End of Period		1,001,107	939,029	831,599	652,603	789,790
Nonperforming Assets:
Nonaccrual Loans:
Construction and Land Development		$ ---	$ ---	$ ---	$ ---	$ 104
Commercial Real Estate		50	191	119	83	1,299
Commercial Loans		147	671	1,951	1,487	1,979
Residential Real Estate Loans		873	1,049	1,017	457	628
Other Loans		720	359	234	270	234
Total Nonaccrual Loans		1,790	2,270	3,321	2,297	4,244
Loans Past Due 90 or More Days and
Still Accruing Interest		307	657	363	321	111
Restructured Loans in Compliance with
Modified Terms		---	---	---	---	---
Total Nonperforming Loans		2,097	2,927	3,684