content: <PAGE>   1
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                        ------------------------------------
  
                                      FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                        ------------------------------------
  
                             FIRST ALBANY COMPANIES INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
  <TABLE>
  <S>                                         <C>
          NEW YORK                                         22-2655804
  (State of Incorporation)                    (I.R.S. Employer Identification No.)
  </TABLE>
  
                                30 SOUTH PEARL STREET
                                  ALBANY, NY 12207
                                   (518) 447-8500
                      (Address of Principal Executive Offices)
  
              FIRST ALBANY COMPANIES INC. EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of the Plan)
                        ------------------------------------
  
                                STEPHEN P. WINK, ESQ.
                      SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                             FIRST ALBANY COMPANIES INC.
                                30 SOUTH PEARL STREET
                                  ALBANY, NY 12207
                                   (518) 447-8500
   (Name, Address and Telephone Number, Including Area Code, of Agent For Service)
  
                        ------------------------------------
  
                                      Copy to:
  
                                 GOODWIN PROCTER LLP
                                   EXCHANGE PLACE
                             BOSTON, MASSACHUSETTS 02109
                                   (617) 570-1000
                             ATTN: STUART M. CABLE, P.C.
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ====================================================================================================================================
  
    Title of Securities Being         Amount to Be            Proposed Maximum            Proposed Maximum              Amount of
          Registered (1)               Registered            Offering Price Per          Aggregate Offering          Registration Fee
                                                                   Share                       Price
  
  ------------------------------------------------------------------------------------------------------------------------------------
  <S>                                 <C>                    <C>                         <C>                         <C>
  
     Common Stock, par value           500,000(2)                 $9.73(3)                 $4,865,000(3)                 $1,216.25
          $.01 per share
  ====================================================================================================================================
  </TABLE>
  
  (1)     In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
          as amended (the "Securities Act"), this registration statement also
          covers an indeterminate amount of interests to be offered or sold
          pursuant to the employee benefit plan described herein.
  
  (2)     This Registration Statement also relates to such indeterminate number of
          additional shares of the common stock of First Albany Companies Inc. as
          may be required pursuant to the First Albany Companies Inc. Employee
          Stock Purchase Plan (the "Plan") in the event of a stock dividend, stock
          split, split-up, recapitalization, forfeiture under the Plan or other
          similar event.
  
  (3)     This estimate is based on the average of the high and low prices for the
          Common Stock as reported on the NASDAQ on April 27, 2001 pursuant to
          Rule 457(c) and (h) under the Securities Act solely for purposes of
          determining the amount of the registration fee.
  <PAGE>   2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  Item 1.  Plan Information.*
  
  Item 2.  Registrant Information and Employee Plan Annual Information.*
  
           * Information required by Part I to be contained in the Section 10(a)
  Prospectus is omitted from this Registration Statement in accordance with Rule
  428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act"),
  and the Introductory Note to Part I of the General Instructions to Form S-8.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
  
           First Albany Companies Inc. (the "Registrant") and the First Albany
  Companies Inc. Employee Stock Purchase Plan (the "Plan") each hereby
  incorporates by reference the documents listed in (a) through (c) below, which
  have previously been filed with the Securities and Exchange Commission (the
  "Commission"):
  
           (a)      The Registrant's Annual Report on Form 10-K for the fiscal
                    year ended December 31, 2000, as filed with the Commission on
                    March 30, 2001;
  
           (b)      All other reports filed with the Commission by the Registrant
                    pursuant to Section 13(a) or 15(d) of the Securities Exchange
                    Act of 1934, as amended (the "Exchange Act"), since December
                    31, 2000; and
  
           (c)      Description of Registrant's common stock, par value $0.01 per
                    share, contained in the registration statement filed under the
                    Exchange Act, including any amendments or reports filed for
                    the purpose of updating such description.
  
           In addition, all documents subsequently filed with the Commission by
  the Registrant or the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of
  the Exchange Act, prior to the filing of a post-effective amendment that
  indicates that all securities offered hereunder have been sold or which
  deregisters all securities then remaining unsold, shall be deemed to be
  incorporated by reference in this Registration Statement and to be a part hereof
  from the date of filing of such documents. Any statement contained in a document
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes hereof to the extent that a statement contained herein or in any
  subsequently filed document which is also incorporated by reference herein
  modifies or supersedes such statement. Any statement so modified or superseded
  shall not be deemed, except as so modified or superseded, to constitute a part
  of this Registration Statement.
  
  Item 4.  Description of Securities.
  
                                        II-2
  <PAGE>   3
           Not applicable.
  
  Item 5.  Interests of Named Experts and Counsel.
  
           Not applicable.
  
  Item 6.  Indemnification of Directors and Officers.
  
           Article 6.07 of the Company's By-Laws permits the indemnification of
  officers and directors under certain circumstances to the full extent that such
  indemnification may be permitted by law.
  
           Such rights of indemnification are in addition to, and not in
  limitation of, any rights of indemnification under the Business Corporation Law
  of the State of New York (Sections 721 through 727), which provides for
  indemnification by a corporation of its officers and directors under
  circumstances as stated in the Business Corporation Law and subject to specified
  limitations set forth in the Business Corporation Law.
  
  Item 7.  Exemption from Registration Claimed.
  
           Not applicable.
  
  Item 8.  Exhibits.
  
           The following is a complete list of exhibits filed or incorporated by
  reference as part of this Registration Statement.
  
  <TABLE>
  <CAPTION>
  Exhibit
  -------
  <S>      <C>
  4.1      Certificate of Incorporation of First Albany Companies Inc. (filed as
           Exhibit No. 3.1 to Registration Statement No. 33-1353).
  
  4.2      Amendment to Certificate of Incorporation of First Albany Companies
           Inc. (as filed as Exhibit No. (3) (i) to Form 10-Q for the quarter
           ended June 26, 1998).
  
  4.3      Amendment to Certificate of Incorporation of First Albany Companies
           Inc. (Filed as Appendix B to Proxy Statement on Schedule 14A dated
           May 2, 2000).
  
  4.4      By laws of First Albany Companies Inc., as amended (as filed as Exhibit
           (3) (ii) to Form 10-Q for the quarter ended June 26, 1998).
  
  *5.1     Opinion of Goodwin Procter LLP as to the legality of the securities
           being registered
  
  *23.1    Consent of PricewaterhouseCoopers LLP.
  </TABLE>
  
                                        II-3
  <PAGE>   4
  <TABLE>
  <S>      <C>
  23.2     Consent of Goodwin Procter LLP (included in Exhibit 5.1 hereto).
  
  24.1     Powers of Attorney (included on signature page).
  
  *99.1    First Albany Companies Inc. Employee Stock Purchase Plan.
  </TABLE>
  
  ---------
  
  *Filed herewith
  
  Item 9.  Undertakings.
  
           (a)      The undersigned registrant hereby undertakes:
  
                    (1)      To file, during any period in which offers or sales
                             are being made, a post-effective amendment to this
                             registration statement:
  
                             (i)      To include any prospectus required by
                                      Section 10(a)(3) of the Securities Act;
  
                             (ii)     To reflect in the prospectus any facts or
                                      events arising after the effective date of
                                      the registration statement (or the most
                                      recent post-effective amendment thereof)
                                      which, individually or in the aggregate,
                                      represent a fundamental change in the
                                      information set forth in the registration
                                      statement. Notwithstanding the foregoing,
                                      any increase or decrease in volume of
                                      securities offered (if the total dollar
                                      value of securities offered would not exceed
                                      that which was registered) and any deviation
                                      from the low or high end of the estimated
                                      maximum offering range may be reflected in
                                      the form of prospectus filed with the
                                      Commission pursuant to Rule 424(b) if, in
                                      the aggregate, the changes in volume and
                                      price represent no more than a 20 percent
                                      change in the maximum aggregate offering
                                      price set forth in the "Calculation of
                                      Registration Fee" table in the effective
                                      registration statement; and
  
                             (iii)    To include any material information with
                                      respect to the plan of distribution not
                                      previously disclosed in the registration
                                      statement or any material change to such
                                      information in the registration statement;
  
                    provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
                    herein do not apply if the information required to be included
                    in a post-effective amendment by those paragraphs is contained
                    in periodic reports filed with or furnished to the Commission
                    by the undersigned
  
                                        II-4
  <PAGE>   5
                    registrant pursuant to Section 13 or Section 15(d) of the
                    Exchange Act that are incorporated by reference in the
                    registration statement.
  
                    (2) That, for the purpose of determining any liability under
                    the Securities Act, each such post-effective amendment shall
                    be deemed to be a new registration statement relating to the
                    securities offered therein, and the offering of such
                    securities at that time shall be deemed to be the initial bona
                    fide offering thereof.
  
                    (3) To remove from registration by means of a post-effective
                    amendment any of the securities being registered which remain
                    unsold at the termination of the offering.
  
           (b) The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the
  registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
  Act (and, where applicable, each filing of an employee benefit plan's annual
  report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
  reference in the registration statement shall be deemed to be a new registration
  statement relating to the securities offered therein, and the offering of such
  securities at that time shall be deemed to be the initial bona fide offering
  thereof.
  
           (c) Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the registrant pursuant to the foregoing provisions, or otherwise, the
  registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Securities Act, and
  is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the registrant of expenses
  incurred or paid by a director, officer or controlling person of the registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Securities Act and will be governed by the final
  adjudication of such issue.
  
                                        II-5
  <PAGE>   6
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Albany, the State of New York, on this 4th day of
  May, 2001.
  
                                      FIRST ALBANY COMPANIES INC.
  
                                      By:  /s/ George C. McNamee
                                          ----------------------------------------
                                          George C. McNamee
                                          Chairman, Co-Chief Executive Officer and
                                          Director
  
           KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
  appears below constitutes and appoints each of George C. McNamee and Alan P.
  Goldberg such person's true and lawful attorney-in-fact and agent with full
  power of substitution and resubstitution for such person and in such person's
  name, place and stead, in any and all capacities, to sign any and all amendments
  (including post- effective amendments) to this Registration Statement, and to
  file the same, with all exhibits thereto, and all documents in connection
  therewith, with the Securities and Exchange Commission, granting unto each said
  attorney-in-fact and agent full power and authority to do and perform each and
  every act and thing requisite and necessary to be done in and about the
  premises, as fully to all intents and purposes as such person might or could do
  in person, hereby ratifying and confirming all that any said attorney-in-fact
  and agent, or any substitute or substitutes of any of them, may lawfully do or
  cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed below by the following persons in the capacities and
  on the date indicated.
  
  <TABLE>
  <CAPTION>
  Name                                        Title                                                Date
  ----                                        -----                                                ----
  <S>                                         <C>                                                  <C>
  /s/ George C. McNamee                       Chairman, Co-Chief Executive Officer and             May 4, 2001
  ------------------------------------        Director
  George C. McNamee
  
  /s/ Alan P. Goldberg                        President, Co-Chief Executive Officer and            May 4, 2001
  ------------------------------------        Director
  Alan P. Goldberg
  
  /s/ Steven R. Jenkins                       Chief Financial Officer                              May 4, 2001
  ------------------------------------        (Principal Accounting Officer)
  Steven R. Jenkins
  
  </TABLE>
  
                                        II-6
  <PAGE>   7
  <TABLE>
  <S>                                         <C>                                                  <C>
  /s/ J. Anthony Boeckh                       Director                                             May 4, 2001
  ------------------------------------
  J. Anthony Boeckh
  
  /s/ Walter M. Fiederowicz                   Director                                             May 4, 2001
  ------------------------------------
  Walter M. Fiederowicz
  
  /s/ Daniel V. McNamee III                   Director                                             May 4, 2001
  ------------------------------------
  Daniel V. McNamee III
  
  /s/ Benaree P. Wiley                        Director                                             May 4, 2001
  ------------------------------------
  Benaree P. Wiley
  </TABLE>
  
                                        II-7
  <PAGE>   8
           Pursuant to the requirements of the Securities Act, the administrators
  of the Plan certify that they have duly caused this Registration Statement to be
  signed on its behalf by the undersigned, thereunto duly authorized, in the City
  of Albany, the State of New York, on this 4th day of May, 2001.
  
                                               FIRST ALBANY COMPANIES INC.
                                             EMPLOYEE STOCK PURCHASE PLAN
  
                                             By:  /s/ Hugh A. Johnson, Jr.
                                                 -------------------------
                                                 Hugh A. Johnson, Jr.
                                                 Administrator
  
                                             By:  /s/ Stephen P. Wink
                                                 -------------------------
                                                 Stephen P. Wink
                                                 Administrator
  
                                             By:  /s/ Steven R. Jenkins
                                                 -------------------------
                                                 Steven R. Jenkins
                                                 Administrator
  
                                             By: /s/ John Wishing
                                                 -------------------------
                                                 John Wishing
                                                 Administrator
  
                                        II-8
  <PAGE>   9
                                    EXHIBIT INDEX
  
  
  <TABLE>
  <CAPTION>
  Exhibit No.     Description
  -----------     -----------
  <S>             <C>
    4.1           Certificate of Incorporation of First Albany Companies Inc. (filed as
                  Exhibit No. 3.1 to Registration Statement No. 33-1353).
  
    4.2           Amendment to Certificate of Incorporation of First Albany Companies Inc.
                  (as filed as Exhibit No. (3) (i) to Form 10-Q for the quarter ended
                  June 26, 1998).
  
    4.3           Amendment to Certificate of Incorporation of First Albany Companies Inc.
                  (Filed as Appendix B to Proxy Statement on Schedule 14A dated May 2,
                  2000).
  
    4.4           By laws of First Albany Companies Inc., as amended (as filed as Exhibit
                  (3) (ii) to Form 10-Q for the quarter ended June 26, 1998).
  
   *5.1           Opinion of Goodwin Procter LLP as to the legality of the securities
                  being registered.
  
  *23.1           Consent of PricewaterhouseCoopers LLP.
  
   23.2           Consent of Goodwin Procter LLP (included in Exhibit 5.1 hereto).
  
   24.1           Powers of Attorney (included on signature page).
  
  *99.1           First Albany Companies Inc. Employee Stock Purchase Plan.
  </TABLE>
  
  ---------
  
  *Filed herewith
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metadata_filer: {"company-data": {"conformed-name": "FIRST ALBANY COMPANIES INC", "cik": "0000782842", "assigned-sic": "6211", "irs-number": "222655804", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60244", "film-number": "1622884"}, "business-address": {"street1": "30 S PEARL ST", "city": "ALBANY", "state": "NY", "zip": "12207", "phone": "5184478673"}, "mail-address": {"street1": "30 S. PEARL STREET", "city": "ALBANY", "state": "NY", "zip": "12207"}}
text: 1
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                        ------------------------------------
  
                                      FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                        ------------------------------------
  
                             FIRST ALBANY COMPANIES INC.
               (Exact Name of Registrant as Specified in Its Charter)
  NEW YORK                                         22-2655804
  (State of Incorporation)                    (I.R.S. Employer Identification No.)
  30 SOUTH PEARL STREET
                                  ALBANY, NY 12207
                                   (518) 447-8500
                      (Address of Principal Executive Offices)
  
              FIRST ALBANY COMPANIES INC. EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of the Plan)
                        ------------------------------------
  
                                STEPHEN P. WINK, ESQ.
                      SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                             FIRST ALBANY COMPANIES INC.
                                30 SOUTH PEARL STREET
                                  ALBANY, NY 12207
                                   (518) 447-8500
   (Name, Address and Telephone Number, Including Area Code, of Agent For Service)
  
                        ------------------------------------
  
                                      Copy to:
  
                                 GOODWIN PROCTER LLP
                                   EXCHANGE PLACE
                             BOSTON, MASSACHUSETTS 02109
                                   (617) 570-1000
                             ATTN: STUART M. CABLE, P.C.
  
                           CALCULATION OF REGISTRATION FEE
  ====================================================================================================================================
  
    Title of Securities Being         Amount to Be            Proposed Maximum            Proposed Maximum              Amount of
          Registered (1)               Registered            Offering Price Per          Aggregate Offering          Registration Fee
                                                                   Share                       Price
  
  ------------------------------------------------------------------------------------------------------------------------------------
  Common Stock, par value           500,000(2)                 $9.73(3)                 $4,865,000(3)                 $1,216.25
          $.01 per share
  ====================================================================================================================================
  (1)     In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
          as amended (the "Securities Act"), this registration statement also
          covers an indeterminate amount of interests to be offered or sold
          pursuant to the employee benefit plan described herein.
  
  (2)     This Registration Statement also relates to such indeterminate number of
          additional shares of the common stock of First Albany Companies Inc. as
          may be required pursuant to the First Albany Companies Inc. Employee
          Stock Purchase Plan (the "Plan") in the event of a stock dividend, stock
          split, split-up, recapitalization, forfeiture under the Plan or other
          similar event.
  
  (3)     This estimate is based on the average of the high and low prices for the
          Common Stock as reported on the NASDAQ on April 27, 2001 pursuant to
          Rule 457(c) and (h) under the Securities Act solely for purposes of
          determining the amount of the registration fee.
  2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  Item 1.  Plan Information.*
  
  Item 2.  Registrant Information and Employee Plan Annual Information.*
  
           * Information required by Part I to be contained in the Section 10(a)
  Prospectus is omitted from this Registration Statement in accordance with Rule
  428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act"),
  and the Introductory Note to Part I of the General Instructions to Form S-8.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
  
           First Albany Companies Inc. (the "Registrant") and the First Albany
  Companies Inc. Employee Stock Purchase Plan (the "Plan") each hereby
  incorporates by reference the documents listed in (a) through (c) below, which
  have previously been filed with the Securities and Exchange Commission (the
  "Commission"):
  
           (a)      The Registrant's Annual Report on Form 10-K for the fiscal
                    year ended December 31, 2000, as filed with the Commission on
                    March 30, 2001;
  
           (b)      All other reports filed with the Commission by the Registrant
                    pursuant to Section 13(a) or 15(d) of the Securities Exchange
                    Act of 1934, as amended (the "Exchange Act"), since December
                    31, 2000; and
  
           (c)      Description of Registrant's common stock, par value $0.01 per
                    share, contained in the registration statement filed under the
                    Exchange Act, including any amendments or reports filed for
                    the purpose of updating such description.
  
           In addition, all documents subsequently filed with the Commission by
  the Registrant or the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of
  the Exchange Act, prior to the filing of a post-effective amendment that
  indicates that all securities offered hereunder have been sold or which
  deregisters all securities then remaining unsold, shall be deemed to be
  incorporated by reference in this Registration Statement and to be a part hereof
  from the date of filing of such documents. Any statement contained in a document
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes hereof to the extent that a statement contained herein or in any
  subsequently filed document which is also incorporated by reference herein
  modifies or supersedes such statement. Any statement so modified or superseded
  shall not be deemed, except as so modified or superseded, to constitute a part
  of this Registration Statement.
  
  Item 4.  Description of Securities.
  
                                        II-2
  3
           Not applicable.
  
  Item 5.  Interests of Named Experts and Counsel.
  
           Not applicable.
  
  Item 6.  Indemnification of Directors and Officers.
  
           Article 6.07 of the Company's By-Laws permits the indemnification of
  officers and directors under certain circumstances to the full extent that such
  indemnification may be permitted by law.
  
           Such rights of indemnification are in addition to, and not in
  limitation of, any rights of indemnification under the Business Corporation Law
  of the State of New York (Sections 721 through 727), which provides for
  indemnification by a corporation of its officers and directors under
  circumstances as stated in the Business Corporation Law and subject to specified
  limitations set forth in the Business Corporation Law.
  
  Item 7.  Exemption from Registration Claimed.
  
           Not applicable.
  
  Item 8.  Exhibits.
  
           The following is a complete list of exhibits filed or incorporated by
  reference as part of this Registration Statement.
  Exhibit
  -------
  4.1      Certificate of Incorporation of First Albany Companies Inc. (filed as
           Exhibit No. 3.1 to Registration Statement No. 33-1353).
  
  4.2      Amendment to Certificate of Incorporation of First Albany Companies
           Inc. (as filed as Exhibit No. (3) (i) to Form 10-Q for the quarter
           ended June 26, 1998).
  
  4.3      Amendment to Certificate of Incorporation of First Albany Companies
           Inc. (Filed as Appendix B to Proxy Statement on Schedule 14A dated
           May 2, 2000).
  
  4.4      By laws of First Albany Companies Inc., as amended (as filed as Exhibit
           (3) (ii) to Form 10-Q for the quarter ended June 26, 1998).
  
  *5.1     Opinion of Goodwin Procter LLP as to the legality of the securities
           being registered
  
  *23.1    Consent of PricewaterhouseCoopers LLP.
  II-3
  4
  23.2     Consent of Goodwin Procter LLP (included in Exhibit 5.1 hereto).
  
  24.1     Powers of Attorney (included on signature page).
  
  *99.1    First Albany Companies Inc. Employee Stock Purchase Plan.
  ---------
  
  *Filed herewith
  
  Item 9.  Undertakings.
  
           (a)      The undersigned registrant hereby undertakes:
  
                    (1)      To file, during any period in which offers or sales
                             are being made, a post-effective amendment to this
                             registration statement:
  
                             (i)      To include any prospectus required by
                                      Section 10(a)(3) of the Securities Act;
  
                             (ii)     To reflect in the prospectus any facts or
                                      events arising after the effective date of
                                      the registration statement (or the most
                                      recent post-effective amendment thereof)
                                      which, individually or in the aggregate,
                                      represent a fundamental change in the
                                      information set forth in the registration
                                      statement. Notwithstanding the foregoing,
                                      any increase or decrease in volume of
                                      securities offered (if the total dollar
                                      value of securities offered would not exceed
                                      that which was registered) and any deviation
                                      from the low or high end of the estimated
                                      maximum offering range may be reflected in
                                      the form of prospectus filed with the
                                      Commission pursuant to Rule 424(b) if, in
                                      the aggregate, the changes in volume and
                                      price represent no more than a 20 percent
                                      change in the maximum aggregate offering
                                      price set forth in the "Calculation of
                                      Registration Fee" table in the effective
                                      registration statement; and
  
                             (iii)    To include any material information with
                                      respect to the plan of distribution not
                                      previously disclosed in the registration
                                      statement or any material change to such
                                      information in the registration statement;
  
                    provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
                    herein do not apply if the information required to be included
                    in a post-effective amendment by those paragraphs is contained
                    in periodic reports filed with or furnished to the Commission
                    by the undersigned
  
                                        II-4
  5
                    registrant pursuant to Section 13 or Section 15(d) of the
                    Exchange Act that are incorporated by reference in the
                    registration statement.
  
                    (2) That, for the purpose of determining any liability under
                    the Securities Act, each such post-effective amendment shall
                    be deemed to be a new registration statement relating to the
                    securities offered therein, and the offering of such
                    securities at that time shall be deemed to be the initial bona
                    fide offering thereof.
  
                    (3) To remove from registration by means of a post-effective
                    amendment any of the securities being registered which remain
                    unsold at the termination of the offering.
  
           (b) The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the
  registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
  Act (and, where applicable, each filing of an employee benefit plan's annual
  report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
  reference in the registration statement shall be deemed to be a new registration
  statement relating to the securities offered therein, and the offering of such
  securities at that time shall be deemed to be the initial bona fide offering
  thereof.
  
           (c) Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the registrant pursuant to the foregoing provisions, or otherwise, the
  registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Securities Act, and
  is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the registrant of expenses
  incurred or paid by a director, officer or controlling person of the registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Securities Act and will be governed by the final
  adjudication of such issue.
  
                                        II-5
  6
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Albany, the State of New York, on this 4th day of
  May, 2001.
  
                                      FIRST ALBANY COMPANIES INC.
  
                                      By:  /s/ George C. McNamee
                                          ----------------------------------------
                                          George C. McNamee
                                          Chairman, Co-Chief Executive Officer and
                                          Director
  
           KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
  appears below constitutes and appoints each of George C. McNamee and Alan P.
  Goldberg such person's true and lawful attorney-in-fact and agent with full
  power of substitution and resubstitution for such person and in such person's
  name, place and stead, in any and all capacities, to sign any and all amendments
  (including post- effective amendments) to this Registration Statement, and to
  file the same, with all exhibits thereto, and all documents in connection
  therewith, with the Securities and Exchange Commission, granting unto each said
  attorney-in-fact and agent full power and authority to do and perform each and
  every act and thing requisite and necessary to be done in and about the
  premises, as fully to all intents and purposes as such person might or could do
  in person, hereby ratifying and confirming all that any said attorney-in-fact
  and agent, or any substitute or substitutes of any of them, may lawfully do or
  cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed below by the following persons in the capacities and
  on the date indicated.
  Name                                        Title                                                Date
  ----                                        -----                                                ----
  /s/ George C. McNamee                       Chairman, Co-Chief Executive Officer and             May 4, 2001
  ------------------------------------        Director
  George C. McNamee
  
  /s/ Alan P. Goldberg                        President, Co-Chief Executive Officer and            May 4, 2001
  ------------------------------------        Director
  Alan P. Goldberg
  
  /s/ Steven R. Jenkins                       Chief Financial Officer                              May 4, 2001
  ------------------------------------        (Principal Accounting Officer)
  Steven R. Jenkins
  II-6
  7
  /s/ J. Anthony Boeckh                       Director                                             May 4, 2001
  ------------------------------------
  J. Anthony Boeckh
  
  /s/ Walter M. Fiederowicz                   Director                                             May 4, 2001
  ------------------------------------
  Walter M. Fiederowicz
  
  /s/ Daniel V. McNamee III                   Director                                             May 4, 2001
  ------------------------------------
  Daniel V. McNamee III
  
  /s/ Benaree P. Wiley                        Director                                             May 4, 2001
  ------------------------------------
  Benaree P. Wiley
  II-7
  8
           Pursuant to the requirements of the Securities Act, the administrators
  of the Plan certify that they have duly caused this Registration Statement to be
  signed on its behalf by the undersigned, thereunto duly authorized, in the City
  of Albany, the State of New York, on this 4th day of May, 2001.
  
                                               FIRST ALBANY COMPANIES INC.
                                             EMPLOYEE STOCK PURCHASE PLAN
  
                                             By:  /s/ Hugh A. Johnson, Jr.
                                                 -------------------------
                                                 Hugh A. Johnson, Jr.
                                                 Administrator
  
                                             By:  /s/ Stephen P. Wink
                                                 -------------------------
                                                 Stephen P. Wink
                                                 Administrator
  
                                             By:  /s/ Steven R. Jenkins
                                                 -------------------------
                                                 Steven R. Jenkins
                                                 Administrator
  
                                             By: /s/ John Wishing
                                                 -------------------------
                                                 John Wishing
                                                 Administrator
  
                                        II-8
  9
                                    EXHIBIT INDEX
  Exhibit No.     Description
  -----------     -----------
  4.1           Certificate of Incorporation of First Albany Companies Inc. (filed as
                  Exhibit No. 3.1 to Registration Statement No. 33-1353).
  
    4.2           Amendment to Certificate of Incorporation of First Albany Companies Inc.
                  (as filed as Exhibit No. (3) (i) to Form 10-Q for the quarter ended
                  June 26, 1998).
  
    4.3           Amendment to Certificate of Incorporation of First Albany Companies Inc.
                  (Filed as Appendix B to Proxy Statement on Schedule 14A dated May 2,
                  2000).
  
    4.4           By laws of First Albany Companies Inc., as amended (as filed as Exhibit
                  (3) (ii) to Form 10-Q for the quarter ended June 26, 1998).
  
   *5.1           Opinion of Goodwin Procter LLP as to the legality of the securities
                  being registered.
  
  *23.1           Consent of PricewaterhouseCoopers LLP.
  
   23.2           Consent of Goodwin Procter LLP (included in Exhibit 5.1 hereto).
  
   24.1           Powers of Attorney (included on signature page).
  
  *99.1           First Albany Companies Inc. Employee Stock Purchase Plan.
  ---------
  
  *Filed herewith