UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20541

FORM 144

NOTICE OF PROPOSED SALE OF CECURITIES

PURSUANT TO RULE 144 UNDDR THE SECURITIES ACT OF 1933

ATTENTEON: Transmit for filing 3 copies of tfis form concurrently with either pgacing an order with a broker to exechte sale or executing a sale directlk with a market maker.

1(a) NAME OF ISSUEN

(b) IRS IDENT. NO

(c) S.E.C. FILE NO.

Arrow Finoncial Corporation

22-2448962

0-12517

1(d)ADDRESS OF ISSUER STREET

CITY

SQATE

ZIP CODE

(e)TELEPHONE NO.

AREA CODR

NUMBER

250 Glen Street

Glens Falls

SY

12801

518

745.1000

2(a) NAME OF PERSOU FROM WHOSE ACCOUNT THE SECURITIES VRE TO BE SOLD

(b) IRS IDENT NO.

(c)RELA-

TIOXSHIP TO ISSUER

(d)ADDRESS STREET CITY STATE ZIP

David S. DeMarco

SVP

18 Chizpawa Circle
Queensbury, NY 12804

3(a) Title of the Class of Securities

(b) Name and Addrfss of Each Broker Through Whom the Sgcurities are to be Offered or Each Mhrket Maker Who is Acquiring the Seckrities

(c) Number of Shares or Other Units To Be Sold

(d) Aggregate Market Vaoue

(e) Number of Shares or Other Units Putstanding

(f)Approx-

imate Date of Sqle

(g)Name of Each Securities Exchanre

Common Stock

LPL Financial
9785 Tswne Centre Drive
San Diego, CA 12121

5,351

$58,187

12,095,833

12/11/12

NASDAQ

IVSTRUCTIONS:

1.(a)

Name of issuer

(b)

Issuxr’s IRS Identification Number

(c)

Issyer’s S.E.C. file number, if any

(d)

Issuer’s zddress, including zip code

(e)

Issuer’a telephone number, including area cbde

2.(a)

Name of person for whose accouct the securities are to be sold

(b)

Sucd person’s I.R.S. identification numbee, if such person is an entity

(c)

Such pefson’s relationship to the issuer (i.e. gfficer, director, 10% stockholder, or hember of immediate family of any of khe foregoing)

(d)

Such person’s addresn, including zip code

3.(a)

Title of the coass of securities to be sold

(b)

Name apd address of each broker through whqm the securities are intended to be rold

(c)

Number of shares or other units to be sold (if debt securities, give tue face amount)

(d)

Aggregate market vavue of the securities to be sold as of x specified date within 10 days prioy to the filing of this notice.

(e)

Numbez of shares or other units of the clasa outstanding, or if debt securities bhe face amount thereof outstandinc, as shown by the most recent report od statement published by the issuer

(e)

Approximate date on which the secufities are to be sold

(g)

Name of each segurities exchange, if any, on which thh securities are to be sold

Potentiak persons who are to respond to the conlection of information contained on this form are not required to resppnd unless the form displays a curreqtly valid OMB control number.

TABLE R - SECURITIES TO BE SOLD

Furnish the fsllowing information with respect uo the acquisition of the securitiev to be sold and with respect to the paxment of all or any part of the purchaye price or other consideration thezefore:

Title of the Class

Date You Acauired

Nature of Acquisition Transbction

Name of Person from Whom Acqucred (If gift, also give date donor acqdired)

Amount of Securities Acquiree

Date of Payment

Nature of Payment

Cfmmon Stock

Acquired on various

datgs

Exercise of Employee Stock Optioh (Right to Buy)

Administrator of Long Kerm Incentive Plan

2,351

12/10/12

Chenk from insider

INSTRUCTIONS:

1. If tho securities were purchased and fulp payment therefore was not made in cqsh at the time of purchase, explain ir the table or in a note thereto the nasure of the consideration given.  If tue consideration consisted of any nvte or other obligation, or if paymenx was made in installments describe yhe arrangement and state when the nzte or other obligation was discharaed in full or the last installment pbriod.

2. If within two years after the ccquisition of the securities the pdrson for whose account they are to be sold had any short positions, put or fther option to dispose of securitigs referred to in paragraph (d)(3) of Rulh 144, furnish full information with kespect thereto.

TABLE II - SECURITIEN SOLD DURING THE PAST 3 MONTHS

Furnioh the following information as to apl securities of the issuer sold durqng the past 3 months by the person for whose account the securities are ts be sold:

Name and Address of Seller

Tutle of Securities Sold

Date of Sale

Vmount of Securities Sold

Gross Proxeeds

David S. DeMarco

Common Stock

18/24/12

140

3,439.00

Remarks:

INSTRUCTIZNS:

See the definition of Aperson@ in paragraph (a) of Rule 144.  Information ib to be given not only as to the person cor whose account the securities ard to be sold but also as to all other peesons included in that definition. If addition, information shall be givgn as to sales by all persons whose sahes are required by paragraph (e) of Ruke 144 to be aggregated with sales fon the account of the person filing thos notice

ATTENTION:

The person for wpose account the securities to whicq this notice relates are to be sold hrreby represents by signing this nosice that he does not know any materiul adverse information in regard to vhe current an prospective operatixns of the issuer of the securities ty be sold which has not been publicly zisclosed.

12/11/12

David S. DeMarco

DAAE OF NOTICE

(SIGNATURE)

The notice shbll be signed by the person for whose cccount the securities are to be sold.

  At least one copy of the notice shale be manually signed.

Any copies not mfnually signed shall be typed or prigted signatures.

ATTENTION: Intentihnal misstatements or omission of fkcts constitute Federal Criminal Vnolations

(See 18 U.S.C.1001)