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)
Murphy John J.
(Street) (City) (State) (Zip Code)
250 Glen Street Glens Falls NY 12801
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)
[ ] Director
[ ] 10% Owner
[X] Officer (title) Executive Vice President & Treasurer/CFO
[ ] 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

 12/13/02 R 11 A $33.53 1,514 I ESPP with

Wife

Common

Stock

 None 6,914 D With Wife
Common

Stock

 12/11/02 J(1) 5,917 A N/A 13,007 D DRIP with

Wife

Common

Stock

 None 17,994 I ESOP
Common

Stock

 12/11/02 J(1) 5,917 D N/A 1,862 D


J(1) = Transfer of shares (original issue) to DRIP.

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

Employee

Stock

Option

(Right to Buy)

 $6.22 AA 12/31/03
Employee

Stock

Option

(Right to Buy)

 $8.10 AA 12/31/04
Employee

Stock

Option

(Right to Buy)

 $10.07 AA 11/30/05
Employee

Stock

Option

(Right to Buy)

$15.04 AA 11/29/06
Employee

Stock

Option

(Right to Buy)

 $21.65 AA 11/27/07
Employee

Stock

Option

(Right to Buy)

$19.05 AA 11/18/08
Employee

Stock

Option

(Right to Buy)

$18.17 AA 12/15/09
Employee

Stock

Option

(Right to Buy)

 $16.86 AA 12/20/10
Employee

Stock

Option

(Right to Buy)

 $27.03 AA 12/19/11
Employee

Stock

Option

(Right to Buy)

 $33.92 AA 12/18/12


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
Employee

Stock

Option

(Right to Buy)

 Common 9,848 AA 2,032 D
Employee

Stock

Option

(Right to Buy)

 Common 9,105 AA 9,105 D
Employee

Stock

Option

(Right to Buy)

 Common 12,256 AA 12,256 D
Employee

Stock

Option

(Right to Buy)

 Common 11,142 AA 10,696 D
Employee

Stock

Option

(Right to Buy)

 Common 10,612 AA 6,949 D
Employee

Stock

Option

(Right to Buy)

 Common 9,647 AA 4,669 D
Employee

Stock

Option

(Right to Buy)

 Common 7,718 AA 4,979 D
Employee

Stock

Option

(Right to Buy)

 Common 7,717 AA 5,788 D
Employee

Stock

Option

(Right to Buy)

 Common 7,350 AA 7,350 D
Employee

Stock

Option

(Right to Buy)

 Common 7,000 AA 7,000 D

Explanation of Responses:

AA=All options become exercisable over a four year period, one quarter of the options each year, beginning one year after the date of the grant.



Signature of Reporting Person





Gerard R. Bilodeau

Attorney in Fact

Date: 01/27/03