S-8

As filed with the Securities and Exchange Commission on March 16, 2016

Registration No. 333-             

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.  20549 __________________
FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)	16-1213679 (I.R.S. Employer Identification No.)

5790 Widewaters Parkway

Dewitt, New York 13214

(Address of Principal Executive Offices) (Zip Code)

__________________

Community Bank System, Inc. 401(k) Employee Stock Ownership Plan

 (Full title of the plan)

__________________

George J. Getman, Esq.

Executive Vice President and General Counsel

5790 Widewaters Parkway

DeWitt, New York  13214

(Name and address of agent for service)

(315) 445-2282

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer T Accelerated filer £ Non-accelerated filer £ (Do not check if a smaller reporting company) Smaller reporting company £

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per share(2)	Proposed maximum aggregate offering price	Amount of registration fee
Common Stock, $1.00	700,000	$38.17	$26,719,000	$2,690.60
par value per share

(1)     Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional shares of Common Stock which may be issuable under the Community Bank System, Inc. 401(k) Employee Stock Ownership Plan, as amended (the “Plan”) to reflect stock splits, stock dividends, mergers and other capital changes.

(2)      Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h) of the Securities Act and based upon the average of the high and low sales prices of Community Bank System, Inc.’s Common Stock on March 10, 2016, as reported on the New York Stock Exchange.

Explanatory Note

This Registration Statement on Form S-8 is filed to register an additional 700,000 shares of Community Bank System, Inc. (the “Company”) Common Stock, par value $1.00 per share, for issuance under the Community Bank System, Inc. 401(k) Stock Ownership Plan (the “401(k) Plan”).  On December 20, 2013, the Company filed with the Securities and Exchange Commission a Registration Statement on Form S-8 (Registration No. 333-192994) (the “401(k) Plan Registration Statement”), to register 700,000 shares for issuance under the 401(k) Plan.  In accordance with Item E of the General Instructions to Form S-8, the contents of the 401(k) Plan Registration Statement are hereby incorporated by reference and made a part of this Registration Statement, except as amended hereby.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.   Exhibits.

5.1 Opinion of George J. Getman regarding to the validity of the shares being registered.

23.1 Consent of PricewaterhouseCoopers LLP.

23.2 Consent of George J. Getman (included in Exhibit 5.1).

24.1 Power of Attorney(contained on the Signature Page of this registration statement).

Pursuant to Item 8(b) of Form S-8, the registrant hereby undertakes that it will submit or has submitted the 401(k) Plan and any amendments thereto to the Internal Revenue Service (“IRS”) in a timely manner and that it has made or will make all changes required by the IRS as necessary in order to qualify the 401(k) Plan.

SIGNATURES

The Registrant.  Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in City of DeWitt, State of New York, on the 16th day of March, 2016.

COMMUNITY BANK SYSTEM, INC.

By: /s/ Mark E. Tryniski

Mark E. Tryniski

President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mark E. Tryniski and Scott A. Kingsley, and each of them, his or her true and lawful attorneys−in−fact and agents, with full power of substitution and re−substitution, for him or her in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys−in−fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys−in−fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ Mark E. Tryniski Mark E. Tryniski	President, Chief Executive Officer and Director (Principal Executive Officer)	March 16, 2016
/s/ Scott A. Kingsley Scott A. Kingsley	Treasurer and Chief Financial Officer (Principal Financial Officer)	March 16, 2016
/s/ Nicholas A. DiCerbo                                                       Nicholas A. DiCerbo	Chairman of the Board	March 16, 2016
/s/ Brian R. Ace                                                       Brian R. Ace	Director	March 16, 2016
/s/ Mark J. Bolus                                                      Mark J. Bolus	Director	March 16, 2016
/s/ Neil E. Fesette                                                      Neil E. Fesette	Director	March 16, 2016
/s/ James A. Gabriel James A. Gabriel	Director	March 16, 2016
/s/ James W. Gibson, Jr. James W. Gibson, Jr.	Director	March 16, 2016

2

SIGNATURE	TITLE	DATE
/s/ Michael R. Kallet Michael R. Kallet	Director	March 16, 2016
/s/ Edward S. Mucenski                                                       Edward S. Mucenski	Director	March 16, 2016
/s/ John Parente                                                       John Parente	Director	March 16, 2016
/s/ Sally A. Steele                                                       Sally A. Steele	Director	March 16, 2016
/s/ Eric E. Stickels                                                       Eric E. Stickels	Director	March 16, 2016
/s/ John F. Whipple, Jr.                                                      John F. Whipple, Jr.	Director	March 16, 2016

The Plan.   Pursuant to the requirements of the Securities Act of 1933, the Trustees (or other persons who administer the employee benefit plan) have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in City of DeWitt, State of New York, on March 16, 2016.

COMMUNITY BANK SYSTEM, INC. 401(k) EMPLOYEE STOCK OWNERSHIP PLAN

Community Bank, N.A., Trustee

By: /s/ Mark E. Tryniski   

       Mark E. Tryniski

       President and Chief Executive Officer

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INDEX TO EXHIBITS

Exhibit Number	Description of Exhibit
5.1	Opinion of George J. Getman regarding to the validity of the shares being registered.
23.1	Consent of PricewaterhouseCoopers LLP.
23.2	Consent of George J. Getman (included in Exhibit 5.1).
24.1	Power of Attorney(contained on the Signature Page of this registration statement).

_______________________

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EX-5.1

EXHIBIT 5.1

5790 Widewaters Parkway

DeWitt, New York 13214

George J. Getman

Executive Vice President and General Counsel

March 16, 2016

Community Bank System, Inc.

5790 Widewaters Parkway

DeWitt, New York 13214

Ladies and Gentlemen:

I am the Executive Vice President and General Counsel of Community Bank System, Inc., a Delaware corporation (the “Company”) and have acted as its counsel in connection with the registration statement on Form S-8 (the “Registration Statement”) being filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the registration of 700,000 shares of common stock, $1.00 par value per share (the “Shares”), which may be issued pursuant to the Community Bank System, Inc. 401(k) Employee Stock Ownership Plan (the “Plan”).

For purposes of this letter, I have examined such documents, records, certificates, and other instruments as I deemed necessary as a basis for this opinion.  As to questions of fact material to the opinion expressed below, I have, when relevant facts were not independently established by me, relied upon certificates of officers of the Company or other evidence satisfactory to me.  In all such examinations, I have assumed (i) the genuineness of all signatures, (ii) the authenticity of all documents tendered to me as originals, and (iii) the conformity to original documents of all documents submitted to me as copies.  For purposes of rendering the opinion expressed below, I have assumed that (i) any conditions to the issuance and sale of the Shares pursuant to the Plan made thereunder have been or will be satisfied in full at the time of each issuance of Shares pursuant to the Plan, (ii) at the time of issuance and sale of each of the Shares pursuant thereto, the Plan will remain in effect and will not have been amended or modified in any manner that affects adversely the validity of the Shares upon issuance under the terms of the Plan, and (iii) at the time of issuance and sale of each of the Shares, there will be authorized but unissued shares of common stock available to the Company in sufficient amounts.

Based upon the foregoing and subject to the assumptions, limitations, and qualifications set forth herein, I am of the opinion that, subject to the Registration Statement becoming effective under the Act and compliance with all other applicable securities laws, the Shares have been duly authorized by the Company and that, when issued in accordance with the terms of the Plan, will be legally issued, fully paid and non-assessable.

I am a member of the bar of the State of New York, and the opinion expressed herein is limited to matters controlled by the federal securities laws of the United States of America and the General Corporation Law of the State of Delaware, and I do not express any opinion herein concerning any other law.  This opinion speaks as of today’s date and is limited to present statutes, regulations or judicial interpretations.  In rendering this opinion, I assume no obligation to revise or supplement this opinion should present laws, regulations or judicial interpretations be changed by legislative or regulatory action, judicial decision or otherwise.

I am furnishing this opinion in connection with the filing of the Registration Statement with the Commission and this opinion is not to be used, circulated, quoted or otherwise referred to for any other purpose without my express written consent.

I hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the reference made to me under the heading “Interests of Named Experts and Counsel” set forth in the Registration Statement.  In giving this consent, I do not thereby admit that I am included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

Very truly yours,

/s/ George J. Getman

George J. Getman

EVP and General Counsel

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EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 29, 2016 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Community Bank System, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015.

/s/ PricewaterhouseCoopers LLP

Buffalo, New York

March 16, 2016