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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarterly Period Ended June 30, 2007

 

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number: 0-12507

 

ARROW FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 

New York

 

22-2448962

(State or other jurisdiction of

 

(IRS Employer Identification

incorporation or organization)

 

Number)

 

250 GLEN STREET, GLENS FALLS, NEW YORK 12801

(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code:   (518) 745-1000

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Yes    X        No        

Indicate by checkmark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2 of the Exchange Act).

 

Yes    X        No        

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes              No    X   

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class

   

Outstanding as of July 31, 2007

Common Stock, par value $1.00 per share

   

10,308,086










Explanatory Note


This Amendment No. 1 on Form 10-Q/A ("Form 10-Q/A") to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2007 is being filed with the U.S. Securities and Exchange Commission to include corrected certifications of the principal executive officer and principal financial officer of the Registrant, which certifications are required to be included as exhibits to the Form 10-Q under Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended (the “Act”).  The corrected certifications, filed as Exhibit 32 with this Amendment, supersede Exhibit 32 as initially filed with the Form 10-Q.


Pursuant to Rule 12b-15 under the Act, this Amendment also is accompanied by new certifications by the principal executive officer and principal financial officer of the Registrant given under Rule 13a-14(a) under the Act, which new certifications are filed with this Amendment as Exhibits 31.1 and 31.2.  Rule 12b-15 also requires that new certifications by the principal executive officer and principal financial officer of the registrant under Rule 13a-14(b) be given with any amendment to the Form 10-Q.  As noted in the preceding paragraph, such certifications in corrected form are being filed as a subject of this Amendment.


No other changes to the Form 10-Q have been made by this Amendment.  Except for the changes and new certifications noted above, the Form 10-Q has not been updated to reflect events occurring subsequent to the original filing date thereof.





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Part II

Item 6.

Exhibits


Exhibit 31.1

Certification of Chief Executive Officer under SEC Rule 13a-14(a)/15d-14(a)

Exhibit 31.2

Certification of Chief Financial Officer under SEC Rule 13a-14(a)/15d-14(a)

Exhibit 32

Certifications of Chief Executive Officer and Chief Financial Officer under 18 U.S.C. Section 1350 and SEC Rule 13a-14(b)/15d-14(b)




SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.  


ARROW FINANCIAL CORPORATION

Registrant



Date:    August 27, 2007

__/s/ Thomas L. Hoy____________

 

Thomas L. Hoy, President,

 

Chief Executive Officer and Chairman of the Board

 

Date:    August 27, 2007

__/s/ Terry R. Goodemote________

 

Terry R. Goodemote, Senior Vice President,

 

Treasurer and Chief Financial Officer

 

(Principal Financial Officer and

 

Principal Accounting Officer)





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