FORM 8-K
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                    Pursuant to Section 13 or 15 (d) of the
                         Securties Exchange Act of 1934


                        Date of Report: February 7,2000
                       (Date of earliest event reported)


                           COMMUNITY BANK SYSTEM, INC.
                           ---------------------------
             (Exact name of registrant as specified in its charter)


          DELAWARE                    0-11716                 16-1213679
          --------                    -------                 ----------
  (State or other jurisdiction of    (Commission           (I.R.S. Employer
  incorporation or organization)     File Number)         Identification No.)


          5790 Widewaters Parkway, DeWitt, New York        13214
          -----------------------------------------        -----
         (Address of principal executive offices)       (Zip Code)


                                  315/445-2282
                                  ------------
              (Registrant's telephone number, including area code)


                                 Not Applicable
         -------------------------------------------------------------
         (Former name or former address, if changed since last report)

================================================================================

                          This report contains 5 pages




Item 5. Other Events

     Press release dated February 7, 2000 announcing a definitive agreement for
Community Bank System, Inc to acquire stock of Elias Asset Management.





                                                         For further information
                                                                 please contact:


                                         Sanford A. Belden, President and C.E.O.
                                         (315)  445-7304
                                         David Elias, Elias Asset Management
                                         (716) 633-3800
For Immediate Release



   COMMUNITY BANK SYSTEM, INC. ACQUIRES ELIAS ASSET MANAGEMENT, INC.

     Syracuse, New York, February 7, 2000 ---- Community Bank System,
Inc. (NYSE: CBU), a DeWitt, New York holding company with $1.8 billion
in assets, and Elias Asset Management, Inc., an independent investment
management firm with $700 million under management, based in
Williamsville, New York, today jointly announced a definitive agreement
for Community Bank System to acquire all the stock of Elias Asset
Management.

     Sanford A. Belden, President and Chief Executive Officer of
Community Bank System, Inc. ("CBSI") and David J. Elias, President and
Chief Investment Officer of Elias Asset Management, Inc., stated: "We
are delighted to merge the strengths of two companies that have worked
together successfully since 1986 in various trust department and
pension management capacities.  Our decision is prudent and is
consistent with the direction of the financial services industry toward
more broadly-based and diversified companies, a trend that will
accelerate as a result of new financial modernization legislation.

     "Elias Asset Management will operate from its Williamsville
headquarters as a separate, independent subsidiary.  There will be no
change in its staff, operating procedures or investment philosophy.
The firm's clients will benefit from additional resources that will
allow it to maintain its high quality, add personnel, and enhance
services.  CBSI customers will enjoy the broader array of services more
readily available through Elias Asset Management, and CBSI shareholders
will benefit from the diversity of earnings the firm brings."

     Founded by Elias in 1981, the nationally recognized firm
(www.eliasasset.com) manages assets for individuals, corporate pension
and profit sharing plans, and foundations.  Elias is author of the book
Dow 40,000 . Strategies for Profiting from the Greatest Bull Market in
History, published by McGraw-Hill.  He has appeared on PBS's Wall
$treet Week With Louis Rukeyser and Nightly Business Report, NBC's
Today, and he is a regular commentator on CNBC and CNN.  Elias has been
quoted in publications such as Forbes, Fortune, The Wall Street
Journal, Barron's, and Business Week.  He is a contributing editor to
Chief Executive magazine and for more than 10 years was a contributing
editor to Town & Country magazine, and investments editor of
Physician's Assets magazine.  He is a member of the national board of
governors of the Washington, D.C.-based Money Management Institute.

(more)



                                                     COMMUNITY BANK SYSTEM, INC.
                                                                    NEWS RELEASE
                                                                February 7, 2000
                                                                     Page 2 of 2



     CBSI is a registered bank holding company based in DeWitt, New
York.  Its wholly-owned banking subsidiary, Community Bank, N.A., is
the fifth largest commercial banking franchise headquartered in Upstate
New York, having 67 customer facilities and 48 ATM's stretching
diagonally from Northern New York to the Southern Tier and west to Lake
Erie.  Other subsidiaries within the CBSI family are Benefit Plans
Administrative Services, Inc. (BPA), a pension administration and
consulting firm located in Utica, New York; Community Investment
Services, Inc. (CISI), a broker/dealer serving financial product needs
throughout Community Bank's branch system and from an office in
Lockport, NY; and Community Financial Services, Inc. (CFSI), an
insurance agency based in Olean, NY, specializing in long-term health
care and other selected products.





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



                                              COMMUNITY BANK SYSTEM, INC.
                                                (Registrant)

                                              by: /s/  SANFORD A. BELDEN
                                                  -----------------------
                                                       Sanford A. Belden
                                                       President and
                                                       Chief Executive Officer
February 7, 2000