EXHIBIT 24





POWER OF ATTORNEY





     The undersigned hereby constitutes and appoints Donna J. Drengel and

any other officer of Community Bank System, Inc. serving as Secretary,

Assistant Treasurer or Corporate Auditor, as the undersigned's true and

lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned Forms 3, 4, and 5

in accordance with Section 16(a) of the Securities Exchange Act of 1934

and the rules thereunder;



(2) do and perform any and all acts for and on behalf of the

undersigned which may be necessary or desirable to complete the execution

of any such Form 3, 4 or 5 and the timely filing of such form with the

United States Securities and Exchange Commission and any other authority;

and



(3) take any other action in connection with the foregoing which,

in the opinion of such attorney-in-fact, may be of benefit to, in the

best interest of, or legally required by, the undersigned, it being

understood that the documents executed by such attorney-in-fact on

behalf of the undersigned shall be in such form and shall contain

such terms and conditions as such attorney-in-fact may deem appropriate.



     The undersigned hereby grants to each such attorney-in-fact full

power and authority to do and perform all actions necessary and proper

in the exercise of any of the rights and powers herein granted, with

full power of substitution or revocation.  The undersigned acknowledges

that the foregoing attorneys-in-fact, in serving in such capacity at the

request of the undersigned, are not assuming any of the undersigned's

responsibilities to comply with Section 16 of the Securities Exchange

Act of 1934.



            IN WITNESS WHEREOF, the undersigned has caused this Power of

Attorney to be executed as of this 15th day of December, 2004.





            /s/  Robert P. Matley

              Signature





                  Robert P. Matley

              Print Name

















 986916.1