FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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

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1. Name and Address of Reporting Person * HOY THOMAS L   2. Issuer Name and Ticker or Trading Symbol ARROW FINANCIAL CORP [AROW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman & CEO (Last) (First) (Middle) ARROW FINANCIAL CORPORATION, 250 GLEN STREET 3. Date of Earliest Transaction (Month/Day/Year) 11/26/2012 (Street) GLENS FALLS, NY 12801 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/06/2012   G   1,275 D $ 0 156,701 (1) D   Common Stock 11/26/2012   M   10,634 A $ 22.18 167,335 (6) D   Common Stock 11/26/2012   F   10,005 (2) D $ 24.45 157,330 (6) D   Common Stock 11/26/2012   J   0 A $ 0 2,460 (3) I Wife's IRA Common Stock 11/26/2012   J   0 A $ 0 2,938 (4) I By Wife w/Broker Common Stock 11/26/2012   J   0 A $ 0 3,346 (5) I Irrev. Trust

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$ 22.18

11/26/2012

M

10,634

12/17/2007

12/17/2013

Common Stock

10,634

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HOY THOMAS L ARROW FINANCIAL CORPORATION 250 GLEN STREET GLENS FALLS, NY 12801	X		Chairman & CEO

Signatures

Thomas J. Murphy, Attorney in Fact		11/28/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Following the reported transaction, total direct holdings include: 334 shares acquired under the Company's ESPP that include 44 shares acquired from March 15, 2012; 11,145 shares held in a qualified retirement plan (IRA); 100,053 shares held in a custody account; 45,717 shares acquired under the Company's ESOP as of 12/31/11 valuation; and 727 shares acquired under the Company's 401k. Total direct holdings also include 2,175 shares resulting from the Company's 2 percent stock dividend distributed on September 27, 2012.
(2)	Includes 9,650 shares surrendered by reporting person to issuer to pay the exercise price of the derivative security and 355 shares withheld by the issuer to satisfy withholding tax liabilities related to the exercise.
(3)	Includes an additional 48 shares resulting from the Company's 2 percent stock dividend distributed on Sept. 27, 2012.
(4)	Includes an additional 57 shares resulting from the Company's 2 percent stock dividend distributed on Sept. 27, 2012.
(5)	Includes an additional 65 shares resulting from the Company's 2 percent stock dividend distributed on Sept. 27, 2012.
(6)	Amount of shares beneficially owned following reported transactions.

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