| Form 5 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 | |
| [ ]Check this box if no longer
subject to Section 16. Form 4
or Form 5 obligations may
continue.
[ ]Form 3 Holdings Reported [ ]Form 4 Transactions Reported |
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP |
| Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
| 1. Name and Address of Reporting Person | |||
| (Last) | (First) | (Middle) | |
| Hopper | Kenneth | C. | |
| (Street) | (City) | (State) | (Zip Code) |
| Hermanus Estate
257 Friends Lake Road |
Chestertown | NY | 12817 |
| 2. Issuer Name and Ticker or Trading Symbol | |||
| Arrow Financial Corporation (AROW) | |||
| 3. IRS Identification Number of Reporting Person, if an Entity (Voluntary) | |||
| 4. Statement for Month/Day/Year | |||
| 12/31/02 | |||
| 5. If Amendment, Date of Original (Month/Year) | |||
| 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) | |||
| [x] Director | |||
| [ ] 10% Owner | |||
| [ ] Officer | (title) | ||
| [ ] Other | (specify) | ||
| 7. Individual or Joint/Group Reporting (Check Applicable Line) | |||
| [X] Form filed by One Reporting Person
[ ] Form filed by More than One Reporting Person | |||
Table I Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
| 1.
Title of Security |
2.
Trans- action Date (M/D/Y) |
3.
Trans- action Code |
4.
Securities Acquired(A) Disposed of(D) |
5.
Amount of Securities Beneficially Owned at End of Issuer's Fiscal Year |
6.
Ownership Form Direct (D) or Indirect (I)
|
7.
Nature of Indirect Beneficial Ownership | ||
|
Amount |
(A)
or (D) |
Price |
||||||
| Common
Stock |
12/02/02
12/13/02 |
B
R |
100
.86 |
A
A |
$31.16
$33.53 |
216 | D | ESPP |
| Common
Stock |
None | 28,350 | D | DRIP | ||||
| Common
Stock |
None | 118 | D | DRIP | ||||
| Common
Stock |
None | 30,062 | I | Wife's
Custody Account | ||||
| Common
Stock |
None | 33 | D | Adir. Eye
Physicans | ||||
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
| 1.
Title of Derivative Security |
2.
Conversion or Exercise Price of Derivative Security |
3.
Transaction Date (Mo/Da/Yr) |
4.
Trans- action Code |
5.
Number of Derivative Securities Acquired (A) or Disposed of (D) |
6.
Date Exercisable and Expiration Date (M/D/Y) | ||
| (A) | (D) | Date
Exercisable |
Expiration
Date | ||||
| None | |||||||
Table II (Continued)
| 1.
Title of Derivative Security |
7.
Title and Amount of Underlying Securities |
8.
Price of Derivative Security |
9.
Number of Derivative Securities Beneficially Owned at End of Year |
10.
Ownership of Derivative Security: Direct (D) or Indirect (I) |
11.
Nature of Indirect Beneficial Ownership | |
| Title | Amount or
Number of Shares |
|||||
| None | ||||||
Explanation of Responses:
Signature of Reporting Person
Gerard R. Bilodeau
Attorney in Fact
Date: 01/27/03