10-K

	UNITED STATES SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	FORM 10-K
X	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2000
	OR
____	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]
	For the transition period from _____________ to _____________
	Commission File Number 0-13888
	CHEMUNG FINANCIAL CORPORATION (Exact name of registrant as specified in its charter)
NEW YORK (State or other jursidiction of incorporation or organization)		16-123703-8 (I.R.S. Employer Identification Number)
One Chemung Canal Plaza, P.O. Box 1522 Elmira, New York (Address of principal executive offices)			14902 (Zip Code)
Registrant's telephone number, including area code: (607) 737-3711
Securities registered pursuant to Section 12(b) of the Act:				None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 a share (Title of class)

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES X NO

The aggregate market value of Common Stock held by non-affiliates on February 28, 2001 was $43,674,041

As of February 28, 2001 there were 4,029,665 shares of Common Stock, $0.01 par value outstanding.

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DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Report to Shareholders for the year ended December 31, 2000 are incorporated by reference into Parts I, II and IV.

Portions of the Proxy Statement for the Annual Shareholders meeting to be held on May 10, 2001 are incorporated by reference into Parts III and IV.

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PART I

ITEM 1. BUSINESS

(a) General development of business

Chemung Financial Corporation (Corporation) was incorporated on January 2, 1985, under the laws of the State of New York. The Corporation was organized for the purpose of acquiring a majority holding of Chemung Canal Trust Company (Bank). The Bank was established in 1833 under the name Chemung Canal Bank, and was subsequently granted a New York State bank charter in 1895. In 1902, the Bank was reorganized as a New York State trust company under the name Elmira Trust Company, which name was changed to Chemung Canal Trust Company in 1903.

On June 1, 1985, after the approval by the New York State Superintendent of Banks and the Board of Governors of the Federal Reserve System of the Plan of Acquisition and holding company application, the Bank became a wholly owned subsidiary of the Corporation. There have been no material changes in the mode of conducting business of either the Corporation or the Bank since the acquisition of the Bank by the Corporation.

Passage of the Gramm-Leach-Bliley Act during the fourth quarter of 1999 permitted qualified bank holding companies to elect to become financial holding companies and to engage in expanded financial activities. During the second quarter of 2000, Chemung Financial Corporation exercised this election, and on June 22, 2000 received approval from the Federal Reserve Bank of New York. This provides the Corporation with the flexibility to offer a wider array of financial services, such as insurance products, mutual funds, and brokerage services. This will allow us to better serve the needs of our clients as well as provide an additional source of fee based income. To that end, the Corporation has established a financial services subsidiary, CFS Group, Inc., to be available to provide additional financial services. CFS Group, Inc. has not yet begun operations and the scope of services to be provided is currently under review. As such, Chemung Financial Corporation now operates as a financial holding company with two subsidiaries, Chemung Canal Trust Company (the "Bank"), a full-service community bank with full trust powers, and CFS Group, Inc., a financial services subsidiary.

The Corporation is subject to applicable federal laws relating to bank holding companies as well as federal securities laws, State Corporation Law and State Banking Law.

(b) Financial information about industry segments

The Corporation and the Bank are engaged only in banking and bank-related businesses. During 2000, the Corporation established a financial services subsidiary, CFS Group, Inc., to be available to provide additional financial services. CFS Group, Inc. has not yet begun operations and the scope of services to be offered is currently under review. Exhibits I through VI included in the Corporation's Annual Report to Shareholders for the year ended December 31, 2000, set forth financial information with respect to the Corporation's financial position and results of operations. Management's Discussion and Analysis of Financial Condition and Results of Operations, including Exhibits I through VI, is incorporated herein by reference.

(c) Narrative description of business

Business

The Bank is a New York State chartered, independent commercial bank, which engages in full-service commercial and consumer banking and trust business. The Bank's services include accepting time, demand and savings deposits including NOW accounts, Super NOW accounts, regular savings accounts, insured money market accounts, investment certificates, fixed-rate certificates of deposit and club accounts. Its services also include making secured and unsecured commercial and consumer loans, financing commercial transactions either directly or participating with regional industrial development and community lending corporations, making commercial, residential and home equity mortgage loans, revolving credit loans with overdraft checking protection, small business loans and student loans. Additional services include renting of safe deposit facilities, selling uninsured annuity and mutual fund investment products, and the use of networked automated teller facilities.

Trust services provided by the Bank include services as executor, trustee under wills and agreements, guardian and custodian and trustee and agent for pension, profit-sharing and other employee benefit trusts as well as various investment, pension, estate planning and employee benefit administrative services.

For additional information, which focuses on the results of operation of the Corporation and the Bank, see Management's Discussion and Analysis of Financial Condition and Results of Operations, incorporated herein by reference.

There have been no material changes in the manner of doing business by the Corporation or the Bank during the fiscal year ended December 31, 2000.

Competition

Six (6) of the Bank's thirteen (13) full-service branches, in addition to the main office, are located in Chemung County. The other seven (7) full-service branches are located in the adjacent counties of Schuyler, Steuben, and Tioga. All facilities are located in New York State.

Within these market areas, the Bank encounters intense competition in its banking business from several other financial institutions offering comparable products. These competitors include other commercial banks (both locally based independent banks and local offices of regional and major metropolitan-based banks), as well as stock savings banks and credit unions. In addition, the Bank experiences competition in marketing some of its services from local operations of insurance companies, brokerage firms and retail financial service businesses.

Dependence Upon a Single Customer

Neither the Corporation nor the Bank is dependent upon a single or limited number of customers.

Research and Development

Expenditures for research and development were immaterial for the years 2000, 1999, and 1998.

Employees

As of December 31, 2000, the Bank employed 308 persons on a full-time equivalent basis.

(d) Financial information about foreign and domestic operations and export
sales

Neither the Corporation nor the Bank relies on foreign sources of funds or income.

(e) Statistical disclosure by bank holding companies

The following disclosures present summarized statistical data covering the Corporation and the Bank.

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Distribution of Assets, Liabilities and Shareholders' Equity, Interest Rates and Interest Differential

Year Ended December 31,

		2000			1999			1998
Assets	Average Balance	Interest	Yield/ Rate	Average Balance	Interest	Yield/ Rate	Average Balance	Interest	Yield/ Rate
Earning assets:	(Dollars in thousands)
Loans	$382,788	33,160	8.66%	346,550	29,446	8.50%	311,679	27,865	8.94%
Taxable securities	201,631	13,087	6.49	204,635	12,718	6.21	173,306	11,188	6.46
Tax-exempt securities	28,359	1,298	4.58	28,094	1,275	4.54	31,118	1,434	4.61
Federal funds sold	2,839	184	6.48	9,870	484	4.90	10,882	590	5.42
Interest-bearing deposits	1,755	249	14.19	2,412	254	10.52	4,186	328	7.83
Total earning assets	617,372	47,978	7.77%	591,561	44,177	7.47%	531,171	41,405	7.80%
Non-earning assets:
Cash and due from banks	24,070			24,868			25,184
Premises and equipment, net	13,040			10,689			10,154
Other assets	12,252			9,264			7,188
Allowance for loan losses	(4,708)			(4,620)			(4,323)
Intangibles and AFS valuation allowance	4,996			10,507			14,625
Total	$667,022			642,269			583,999
Liabilities and Shareholders' Equity
Interest-bearing liabilities:
Demand deposits	40,939	518	1.27%	41,596	525	1.26%	43,456	611	1.41%
Savings and insured money market deposits	141,000	4,367	3.10	151,262	4,342	2.87	143,065	4,284	3.00
Time deposits	227,465	13,010	5.72	202,239	10,230	5.06	190,684	10,351	5.43
Federal Home Loan Bank advances and securities sold under agreements to repurchase	77,459	4,160	5.37	73,946	3,631	4.91	45,258	2,420	5.35
Total interest-bearing liabilities	486,863	22,055	4.53%	469,043	18,728	3.99%	422,463	17,666	4.18%
Non-interest-bearing liabilities:
Demand deposits	105,795			99,035			89,957
Other liabilities	6,308			7,892			7,601
Total liabilities	598,966			575,970			520,021
Shareholders' equity	68,056			66,299			63,978
Total	$667,022			642,269			583,999
Net interest income		$25,923			25,449			23,739
Net interest rate spread			3.24%			3.48%			3.62%
Net interest margin			4.20%			4.30%			4.47%

For the purpose of these computations, non-accruing loans are included in the daily average loan amounts outstanding. Daily balances were used for average balance computations. Investment securities are stated at amortized cost. No tax equivalent adjustments have been made in calculating yields on obligations of states and political subdivisions.

The following table sets forth for the periods indicated, a summary of the changes in interest and dividends earned and interest paid resulting from changes in volume and changes in rates (in thousands of dollars):

	2000 Compared to 1999			1999 Compared to 1998
	Increase (Decrease) Due to (1)			Increase (Decrease) Due to (1)
	Volume	Rate	Net	Volume	Rate	Net
Interest and dividends earned on:
Loans	$3,147	567	3,714	3,004	(1,422)	1,582
Taxable securities	(191)	560	369	1,974	(444)	1,530
Tax-exempt securities	12	11	23	(138)	(21)	(159)
Federal funds sold	(422)	122	(300)	(52)	(54)	(106)
Interest-bearing deposits	(80)	75	(5)	(165)	91	(74)
Total earning assets	$2,466	1,335	3,801	4,623	(1,850)	2,773
Interest paid on:
Demand deposits	(7)	0	(7)	(25)	(61)	(86)
Savings and insured money market deposits	(308)	333	25	236	(178)	58
Time deposits	1,359	1,421	2,780	607	(728)	(121)
Federal Home Loan Bank advances and securities sold under agreements to repurchase	178	351	529	1,424	(213)	1,211
Total interest-bearing liabilities	$1,222	2,105	3,327	2,242	(1,180)	1,062
Net interest income	$1,244	(770)	474	2,381	(670)	1,711

1. The change in interest due to both rate and volume has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each.

Investment Portfolio

The following table sets forth the carrying amount of investment securities at the dates indicated (in thousands of dollars):

	December 31,
	2000	1999	1998
U.S. Treasury and other U.S. Government agencies	$ 90,669	108,038	101,528
Mortgage-backed securities	87,129	73,747	89,593
State and political subdivisions	25,054	29,290	28,036
Corporate bonds and notes	12,229	10,180	9,762
Corporate stocks	14,192	14,735	13,036
Total	$229,273	235,990	241,955

Included in the above table are $222,707, $227,384 and $235,294 (in thousands of dollars) of securities available for sale at December 31, 2000, 1999 and 1998, respectively.

The following table sets forth the maturities of debt securities at December 31, 2000 and the weighted average yields of such securities (all securities are calculated on the basis of the cost and effective yields weighted for the scheduled maturity of each security, except mortgage-backed securities which are based on the average life at the projected prepayment speed of each security). Federal tax equivalent adjustments have been made in calculating yields on municipal obligations (in thousands of dollars):

	Maturing
	Within One Year		After One, But Within Five Years
	Amount	Yield	Amount	Yield
U.S. Treasuries	$10,985	5.27%	$ 3,029	5.68%
U.S. Government agencies	1,998	5.71	44,549	6.47
Mortgage-backed securities	-	-	67,369	6.59
State and political subdivisions	3,962	6.91	6,924	6.91
Corporate bonds and notes	-	-	2,490	6.25
Total	$16,945	5.71%	$124,361	6.54%
	Maturing
	After Five, But Within Ten Years		After Ten Years
	Amount	Yield	Amount	Yield
U.S. Treasuries	-	-%	-	-%
U.S. Government agencies	$28,827	6.81	$ 1,282	8.94
Mortgage-backed securities	8,453	6.49	11,307	6.85
State and political subdivisions	12,466	6.93	1,702	7.36
Corporate bonds and notes	2,599	6.38	7,139	8.27
Total	$52,345	6.77%	$21,430	7.68%

Loan Portfolio

The following table shows the Corporation's loan distribution at the end of each of the last five years (in thousands of dollars):

	December 31,
	2000	1999	1998	1997	1996
Commercial, financial and agricultural	$158,448	135,305	113,865	102,816	92,557
Residential mortgages	92,627	90,318	89,544	79,753	78,400
Consumer loans	143,743	134,616	126,097	114,593	113,004
Total	$394,818	360,239	329,506	297,162	283,961

The following table shows the maturity of loans (excluding residential mortgages and consumer loans) outstanding as of December 31, 2000. Also provided are the amounts due after one year classified according to the sensitivity to changes in interest rates (in thousands of dollars):

	Within One Year	After One But Within Five Years	After Five Years	Total
Commercial, financial and agricultural	$47,481	$28,478	$82,489	$158,448
Loans maturing after one year with:
Fixed interest rates		21,906	22,136
Variable interest rates		6,572	60,353
Total		$28,478	$82,489

Non-accrual and Past Due Loans

The following table summarizes the Corporation's non-accrual and past due loans (in thousands of dollars):

	December 31,
	2000	1999	1998	1997	1996
Non-accrual loans (1)	$1,078	640	4,458	930	1,494
Accruing loans past due 90 days or more	$ 224	281	395	688	226

Information with respect to non-accrual loans at December 31, 2000, 1999 and 1998 is as follows (in thousands of dollars):

	December 31,
	2000	1999	1998
Non-accrual loans	$1,078	$640	4,458
Interest income that would have been recorded under original terms	118	78	545
Interest income recorded during the period	89	61	271

(1) It is the Corporation's policy that when a past due loan is referred to legal counsel, or in the case of a commercial loan which becomes 90 days delinquent, or in the case of consumer, mortgage or home equity loans not guaranteed by a government agency which becomes 120 days delinquent, the loan is placed in non-accrual and previously accrued interest is reversed unless, because of collateral or other circumstances, it is deemed to be collectible. Loans may also be placed in non-accrual if management believes such classification is warranted for other reasons.

Potential Problem Loans

At December 31, 2000, the Corporation has no commercial loans for which payments are presently current but the borrowers are currently experiencing severe financial difficulties. Any such loans would be subject to constant management attention and their classification would be reviewed by the Board of Directors at least quarterly.

Loan Concentrations

At December 31, 2000, the Corporation has no loan concentrations to borrowers engaged in the same or similar industries that exceed 10% of total loans.

Other Earning Assets

At December 31, 2000, the Corporation has no earning assets other than loans that meet the non-accrual, past due, restructured or potential problem loan criteria.

Summary of Loan Loss Experience

This table summarizes the Corporation's loan loss experience for each year in the five-year period ended December 31, 2000 (in thousands of dollars):

	Years Ended December 31,
	2000	1999	1998	1997	1996
Allowance for loans losses at beginning of year	$4,665	4,509	4,145	3,975	3,900
Charge-offs:
Commercial, financial and agricultural	65	38	13	77	195
Real estate mortgages	4	12	16	53	1
Consumer loans	770	624	552	640	538
Home equity	14	16	13	-	20
Total	853	690	594	770	754
Recoveries:
Commercial, financial and agricultural	29	43	35	14	16
Consumer loans	117	130	123	76	71
Total	146	173	158	90	87
Net charge-offs	707	517	436	680	667
Provision charged to operations (1)	750	673	800	850	742
Allowance for loan losses at end of year	$4,708	4,665	4,509	4,145	3,975
Ratio of net charge-offs during year to average loans outstanding (2)	.18%	.15%	. 14%	.23%	.24%

(1) The amount charged to operations and the related balance in the allowance for loan losses is based upon periodic evaluations of the loan portfolio by management. These evaluations consider several factors including, but not limited to, general economic conditions, loan portfolio composition, prior loan loss experience, growth in the loan portfolio and management's estimation of probable losses. The risk elements in the various portfolio categories are not considered to be any greater in 2000 than in prior years. The net charge-offs to total loans have averaged 0.19% over the last five years and the highest percentage in any of those years was 0.24%.

(2) Daily balances were used to compute average outstanding loan balances.

The allocated portions of the allowance reflect management's estimates of specific known risk elements in the respective portfolios. Among the factors considered in allocating portions of the allowance by loan type are the current levels of past due, non-accrual and impaired loans. The unallocated portion of the allowance represents risk elements in the loan portfolio that have not been specifically identified. Factors considered in determining the appropriate level of unallocated allowance include historical loan loss history, current economic conditions, and loan growth. The following table summarizes the Corporation's allocation of the loan loss allowance for each year in the five-year period ended December 31, 2000:

	Amount of loan loss allowance (in thousands) and Percent of Loans by Category to Total Loans
Balance at end of period applicable to:	2000	%	1999	%	1998	%	1997	%	1996	%
Commercial, financial and agricultural	$1,697	29.2	1,227	25.4	2,081	24.0	1,402	22.5	1,472	20.8
Commercial mortgages	522	11.0	334	12.2	21	12.0	132	14.0	249	14.8
Residential mortgages	152	23.4	185	25.0	88	25.7	31	24.8	21	24.4
Consumer loans	1,536	36.4	1,416	37.4	1,007	38.3	823	38.7	503	40.0
	3,907	100.0	3,162	100.0	3,197	100.0	2,388	100.0	2,245	100.0
Unallocated	801	N/A	1,503	N/A	1,312	N/A	1,757	N/A	1,730	N/A
Total	$4,708	100.0	4,665	100.0	4,509	100.0	4,145	100.0	3,975	100.0

The above allocation is neither indicative of the specific amounts or the loan categories in which future charge-offs may occur nor is it an indicator of future loss trends. The allocation of the allowance to each category does not restrict the use of the allowance to absorb losses in any category.

Deposits

The average daily amounts of deposits and rates paid on such deposits is summarized for the periods indicated in the following table (in thousands of dollars):

	Year Ended December 31,
	2000		1999		1998
	Amount	Rate	Amount	Rate	Amount	Rate
Non-interest-bearing demand deposits	$105,795	- %	99,035	- %	89,957	- %
Interest-bearing demand deposits	40,939	1.27	41,596	1.26	43,456	1.41
Savings and insured money market deposits	141,000	3.10	151,262	2.87	143,065	3.00
Time deposits	227,465	5.72	202,239	5.06	190,684	5.43
	$515,199		494,132		467,162

Scheduled maturities of time deposits at December 31, 2000 are summarized as follows (in thousands of dollars):

2001	$154,848
2002	50,257
2003	11,672
2004	4,201
2005	5,781
2006 and thereafter	104
	$226,863

Maturities of time deposits in denominations of $100,000 or more outstanding at December 31, 2000 are summarized as follows (in thousands of dollars):

3 months or less	$49,671
Over 3 through 6 months	1,398
Over 6 through 12 months	7,287
Over 12 months	6,727
	$65,083

There were no other time deposits of $100,000 or more.

Return on Equity and Assets

The following table shows consolidated operating and capital ratios of the Corporation for each of the last three years:

Year Ended December 31,
	2000	1999	1998
Return on average assets	1.31%	1.31%	1.25%
Return on average equity	12.86	12.66	11.41
Return on beginning equity	13.41	12.70	11.84
Dividend payout ratio	39.67	36.90	37.56
Average equity to average assets ratio	10.20	10.32	10.96
Year-end equity to year-end assets ratio	10.99	10.00	10.66

Short-Term Borrowings

For each of the three years in the period ended December 31, 2000, the average outstanding balance of short-term borrowings did not exceed 30% of shareholders' equity.

ITEM 2. PROPERTIES

The Corporation and the Bank currently conduct all their business activities from the Bank's main office, thirteen (13) branch locations situated in a four-county area, owned office space adjacent to the Bank's main office, and seven (7) off-site automated teller facilities (ATMs), three (3) of which are located on leased property. The main office is a six-story structure located at One Chemung Canal Plaza, Elmira, New York, in the downtown business district. The main office consists of approximately 62,000 square feet of space entirely occupied by the Bank. The combined square footage of the thirteen (13) branch banking facilities totals approximately 69,047 square feet. The office building adjacent to the main office was acquired during 1995 and consists of approximately 33,186 square feet of which 30,766 square feet are occupied by operating departments of the Bank and 2,420 square feet are leased. The leased automated teller facility spaces total approximately 150 square feet.

The Bank holds one (1) of its branch facilities (Bath Office) three (3) automated teller facilities (Elmira/Corning Regional Airport, Elmira College and WalMart Store) and an office facility in Binghamton for Trust and Investment business activity under lease arrangements; and owns the rest of its offices including the main office and the adjacent office building.

The Corporation holds no real estate in its own name.

ITEM 3. LEGAL PROCEEDINGS

Neither the Corporation nor its subsidiaries are a party to any material pending legal proceeding required to be disclosed under this item.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS

There were no matters submitted to a vote of shareholders during the fourth quarter of the fiscal year covered by this report.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER
MATTERS

The Corporation's stock is traded in the over-the-counter market. Incorporated herein by reference to portions of the Corporation's Annual Report to Shareholders for the year ended December 31, 2000, are the quarterly market price ranges for the Corporation's stock for the past three (3) years, based upon actual transactions as reported by securities brokerage firms which maintain a market or conduct trades in the Corporation's stock and other transactions known by the Corporation's management. Also incorporated herein by reference to a part of the Corporation's 2000 Annual Report are the dividends paid by the Corporation for each quarter of the last three (3) years. The number of shareholders of
record on February 28, 2001 was 751.

ITEM 6. SELECTED FINANCIAL DATA

The Financial Data Exhibits included in Management's Discussion and Analysis of Financial Condition and Results of Operations and presented in the Corporation's Annual Report to Shareholders for the year ended December 31, 2000 are incorporated herein by reference to Exhibit C of Exhibit Listing 13.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Management's Discussion and Analysis of Financial Condition and Results of Operations presented in the Corporation's Annual Report to Shareholders for the year ended December 31, 2000 is incorporated herein by reference to Exhibit C of Exhibit Listing 13.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information required by item 305 of Regulation S-K is included in Management's Discussion and Analysis of Financial Condition and Results of Operations presented in the Corporation's Annual Report to Shareholders for the year ended December 31, 2000 and is incorporated herein by reference to Exhibit C of Exhibit Listing 13.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Independent Auditors' Report and consolidated financial statements as presented in the Corporation's Annual Report to Shareholders for the year ended December 31, 2000 are incorporated herein by reference to Exhibit D of Exhibit Listing 13.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
INANCIAL DISCLOSURE

None

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF
THE REGISTRANT

The information set forth under the captions "Nominees For Election of Directors" and "Executive Officers" and the Section 16(a) disclosure set forth under the caption "Security Ownership of Management", as presented in the registrant's Proxy Statement, dated April 6, 2001, relating to the Annual Meeting of Shareholders to be held on May 10, 2001, is incorporated herein by reference to Exhibit F of Exhibit Listing 22.

ITEM 11. EXECUTIVE COMPENSATION

The information set forth under the captions "Directors Compensation"; "Directors' Personnel Committee Report on Executive Compensation"; "Comparative Return Performance Graph"; "Executive Compensation"; "Pension Plan"; "Profit-Sharing, Savings and Investment Plan"; "Employment Contracts"; and "Other Compensation Agreements", presented in the registrant's Proxy Statement, dated April 6, 2001, relating to the Annual Meeting of Shareholders to be held on May 10, 2001, is incorporated herein by reference to Exhibit F of Exhibit Listing 22.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information set forth under the captions "Security Ownership of Certain Beneficial Owners" and "Security Ownership of Management", presented in the registrant's Proxy Statement, dated April 6, 2001, relating to the Annual Meeting of Shareholders to be held on May 10, 2001, is incorporated herein by reference to Exhibit F of Exhibit Listing 22.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information set forth under the caption "Certain Transactions", presented in the registrant's Proxy Statement, dated April 6, 2001, relating to the Annual Meeting of Shareholders to be held on May 10, 2001, is incorporated herein by reference to Exhibit F of Exhibit Listing 22.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) (1) List of Financial Statements and Independent Auditors' Report

The following consolidated financial statements and Independent Auditors' Report of Chemung Financial Corporation and subsidiaries, included in the Annual Report of the registrant to its shareholders as of December 31, 2000 and 1999, and for each of the years in the three-year period ended December 31, 2000 are incorporated by reference in Item 8:

- Independent Auditors' Report

- Consolidated Balance Sheets - December 31, 2000 and 1999

- Consolidated Statements of Income - Years ended December 31, 2000, 1999 and 1998

- Consolidated Statements of Shareholders' Equity and Comprehensive Income - Years ended December 31, 2000, 1999 and 1998

- Consolidated Statements of Cash Flows-Years ended December 31, 2000, 1999 and 1998

- Notes to Consolidated Financial Statements - December 31, 2000, 1999 and 1998

(2) List of Financial Statement Schedules

Schedules to the consolidated financial statements required by Article 9 of Regulation S-X are not required under the related instructions or are inapplicable, and therefore have been omitted.

(3) Listing of Exhibits
Exhibit (3.1)	Certificate of Incorporation is filed as Exhibit 3.1 to Registrant's Registration Statement on Form S-14, Registration No. 2-95743, and is incorporated herein by reference.
	Certificate of Amendment to the Certificate of Incorporation, filed with the Secretary of State of New York on April 1, 1988, incorporated herein by reference to Exhibit A of the Registrant's Form 10-K for the year ended December 31, 1988, File No. 0-13888.
(3.2)	Bylaws of the Registrant, as amended December 13, 2000.	EXHIBIT E
Exhibit (13)	Annual Report to Shareholders for the year ended December 31, 2000.
	Table of Quarterly Market Price Ranges.	EXHIBIT A
	Table of Dividends Paid.	EXHIBIT B
	Management's Discussion and Analysis of Financial Condition and Results of Operations including Financial Data Exhibits. Quantitative and Qualitative disclosures about Market Risk	EXHIBIT C
	Consolidated Financial Statements and Independent Auditors' Report.	EXHIBIT D
Exhibit (21)	Subsidiaries of the registrant.	EXHIBIT F
Exhibit (22)	Registrant's Notice of Annual Meeting, Proxy Statement dated April 6,2001, and Proxy Form	EXHIBIT G

(b) Reports on Form 8-K

There were no reports filed on Form 8-K during the three months ended December 31, 2000.

(c) Exhibits

The response to this portion of Item 14 is submitted as a separate section of this report.

(d) Financial Statement Schedules

None

ANNUAL REPORT ON FORM 10-K

ITEM 14(c)
CERTAIN EXHIBITS

YEAR ENDED DECEMBER 31, 2000

CHEMUNG FINANCIAL CORPORATION
ELMIRA, NEW YORK
____________________________________

EXHIBIT LISTING		EXHIBIT
EXHIBIT 13		Annual Report To Shareholders For The Year Ended December 31, 2000
	A	Table of Quarterly Market Price Ranges
	B	Table of Dividends Paid
	C	Management's Discussion and Analysis of Financial Condition and Results of Operations including Financial Data Exhibits, and the Quantitative and Qualitative Disclosures about Market Risk
	D	Consolidated Financial Statements and Independent Auditors' Report
	E	Bylaws of the Registrant, as amended to December 13, 2000
EXHIBIT 21	F	Subsidiaries of the Registrant
EXHIBIT 22	G	Notice of Annual Meeting, Proxy Statement dated April 6, 2001, and Proxy Form

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CHEMUNG FINANCIAL CORPORATION
DATED: MARCH 14, 2001	By /s/ Jan P. Updegraff
	Jan P. Updegraff President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been executed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
Robert E. Agan	Director
/s/ David J. Dalrymple David J. Dalrymple	Director	March 14, 2001
/s/ Robert H. Dalrymple Robert H. Dalrymple	Director	March 14, 2001
/s/ Frederick Q. Falck Frederick Q. Falck	Director	March 14, 2001
/s/ Stephen M. Lounsberry Stephen M. Lounsberry	Director	March 14, 2001
/s/ Thomas K. Meier Thomas K. Meier	Director	March 14, 2001
/s/ Ralph H. Meyer Ralph H. Meyer	Director	March 14, 2001
John F. Potter	Director
/s/ Charles M. Streeter Charles M. Streeter	Director	March 14, 2001
/s/ Richard W. Swan Richard W. Swan	Director	March 14, 2001
/s/ William A. Tryon William A. Tryon	Director	March 14, 2001
/s/ William C. Ughetta William C. Ughetta	Director	March 14, 2001
/s/ Nelson Moores van den Blink Nelson Mooers van den Blink	Director	March 14, 2001
/s/ Jan P. Updegraff Jan P. Updegraff	Director, President & Chief Executive Officer	March 14, 2001
Attest /s/ Jane H. Adamy Jane H. Adamy	Secretary	March 14, 2001

EX-3

EXHIBIT E

Amended Bylaws Effective Decemmber 13, 2000

(A copy of the Bylaws exhibit filed with the Securities
and Exchange Commission may be obtained upon request in
writing to the registrant's Corporate Secretary.)

(THIS PAGE INTENTIONALLY LEFT BLANK)

CHEMUNG FINANCIAL CORPORATIONBY-LAWS
Amended to December 13, 2000
ARTICLE I
Offices

SECTION 1. Principal Office
The principal office of the corporation shall be located in the City of Elmira, County of Chemung and State of New York.

SECTION 2. Other Offices
The corporation may also have such other offices, either within or without the State of New York, as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

Shareholders

SECTION 1. Place of Meetings of Shareholders
Meetings of shareholders may be held at such place, within or without the State of New York, as may be fixed by the Board of Directors.

SECTION 2. Annual Meeting of Shareholders
A meeting of shareholders shall be held annually on such date and at such place and time as may be fixed by the Board of Directors for the election of directors and the transaction of other business.

SECTION 3. Special Meetings of Shareholders
Special meetings of the shareholders may be called by the Board of Directors or by the chairman of the board or by the president. Such call shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting shall be confined to the purpose or purposes for which the meeting is called.

SECTION 4. Fixing Record Date
The Board of Directors may fix, in advance, a date as the record date for purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action. Such date shall be not more than sixty (60) nor less than ten (10) days before the date of such meeting nor more than 60 days before any other action. If no record date is fixed, the record date for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given and for all other purposes shall be at the close of business on the day on which the resolution of the Board of Directors relating thereto is adopted.

SECTION 5. Notice of Meetings of Shareholders
Written notice of every meeting of shareholders shall state the place, date and hour of the meeting and unless it is the annual meeting, indicate that it is being issued by or at the direction of the person or persons calling the meeting. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called. If, at any meeting, action is proposed to be taken which would, if taken, entitle shareholders fulfilling the statutory requirements to receive payment for their shares, the notice of such meeting shall include a statement of that purpose and to that effect. A copy of the notice of any meeting shall be given, personally or by mail, not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each shareholder entitled to vote at such meeting. If mailed, such notice shall be deemed given when deposited in the United States mail, with postage thereon prepaid, directed to the shareholder at his address as it appears on the record of shareholders or, if he shall have filed with the secretary of the corporation a written request that notices to him be mailed to some other address, then directed to him at such other address.

SECTION 6. Adjourned Meetings
When a determination of shareholders entitled to notice of or to vote at any meeting of shareholders has been made, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting. When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting the corporation may transact any business that might have been transacted on the original date of the meeting. However, if after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record on the new record date entitled to notice.

SECTION 7. List of Shareholders at Meeting
A list of shareholders as of the record date, certified by the secretary or by the transfer agent, shall be produced at any meeting of shareholders upon the request thereat or prior thereto of any shareholder. If the right to vote at any meeting is challenged, the inspectors of election, or person presiding thereat, shall require such list of shareholders to be produced as evidence of the right of the persons challenged to vote at such meetings, and all persons who appear from such list to be shareholders entitled to vote thereat may vote at such meeting.

SECTION 8. Quorum of Shareholders
The holders of a majority of the shares entitled to vote thereat shall constitute a quorum at a meeting of shareholders for the transaction of any business. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders. Despite the absence of a quorum, the shareholders present may adjourn the meeting.

SECTION 9. Proxies
Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy. Every proxy must be signed by the shareholder or his attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except in those cases where an irrevocable proxy is provided by law.

SECTION 10. Inspectors at Shareholders Meetings
The Board of Directors, in advance of any shareholders meeting, may appoint one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at a shareholders meeting may, and on the request of any shareholder entitled to vote thereat shall, appoint inspectors. If appointed on the request of one or more shareholders, the holders of a majority of shares present and entitled to vote thereat shall determine the number of inspectors to be appointed. In case any person appointed fails to appear or act, the vacancy may be filled by appointment made by the Board of Directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to the result, and do such acts as are proper to conduct the election or vote with fairness to all shareholders. On request of the person presiding at the meeting or any shareholder entitled to vote thereat, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them. A report or certificate made by them shall be prima facie evidence of the facts stated and of the vote as certified by them.

SECTION 11. Qualifications of Voters
Every shareholder of record shall be entitled at every meeting of shareholders to one vote for every share standing in his name on the record of shareholders.

Neither treasury shares nor shares held by another domestic or foreign corporation of any type or kind, if a majority of the shares entitled to vote in the election of directors of such other corporation is held by the corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares.

Shares held by an administrator, executor, guardian, conservator, committee, or other fiduciary, except a trustee, may be voted by him, either in person or by proxy, without transfer of such shares into his name. Shares held by a trustee may be voted by him, either in person or by proxy, only after the shares have been transferred into his name as trustee or into the name of his nominee.

Shares held by or under the control of a receiver may be voted by him without the transfer thereof into his name if authority so to do is contained in an order of the court by which such received was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, or a nominee of the pledgee.

Shares standing in the name of another domestic or foreign corporation of any type or kind may be voted by such officer, agent or proxy as the By-Laws of such corporation may provide or, in the absence of such provision, as the Board of Directors of such corporation may determine.


SECTION 12. Vote of Shareholders
Directors shall, except as otherwise required by law, be elected by a plurality of the votes cast at a meeting of shareholders by the holders of shares entitled to vote in the election. Any other corporate action by vote of the shareholders shall, except as otherwise required by law, these By-Laws or the certificate of incorporation, be authorized by a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.

SECTION 13. Conduct of Shareholders' Meetings
The Officer presiding over the shareholders' meeting may establish such rules and regulations for the conduct of the meeting as the presiding Officer may deem to be reasonably necessary or desirable for the orderly and expeditious conduct of the meeting.

SECTION 14. Shareholder Proposals
No shareholder shall be entitled to submit a proposal to a meeting of shareholders unless at the time of submitting the proposal, the shareholder shall be a record or beneficial owner of at least 1% or $1,000 in market value of shares entitled to be voted at the meeting, and shall have held such shares for at least one year and shall continue to own such shares through the date on which the meeting is held. A shareholder meeting the above requirements shall deliver to the secretary of the corporation not later than 120 days prior to the date on which the corporation's proxy statement was mailed to stockholders in connection with the previous year's annual meeting, the text of any proposal which he intends to propose at an annual meeting of shareholders and a notice of the intention of the shareholder to present such proposal at the meeting. A proposal to be presented at any meeting of shareholders other than an annual meeting shall be delivered to the secretary a reasonable time before the mailing of the corporation's proxy material.

ARTICLE III
Directors

SECTION 1. Board of Directors
The business of the corporation shall be managed under the direction of its Board of Directors.

SECTION 2. Qualifications of Directors
Each director shall be at least 18 years of age and shall automatically cease to be a director on the last day of the month during which he or she attains the age of seventy-two (72) years. Each non-employee director shall directly own within one year following election to the Board of Directors, and at any time thereafter, at least 500 shares of capital stock of the corporation.

SECTION 3. Number of Directors
The number of directors constituting the entire Board shall be fourteen (14). This number may be increased or decreased from time to time by amendment of these By-Laws, provided, however, that the number may not be decreased to less than three (3). No decrease in the number of directors shall shorten the term of any incumbent director.

SECTION 4. Election and Term of Directors
The directors shall be classified by the Board of Directors with respect to the time for which they severally hold office, into three classes, as nearly equal in number for a term of one (1) year, the second class shall be originally elected for a term of two (2) years, and the third class shall be originally elected for a term of three (3) years, with the directors of each class to hold office until their successors are elected and qualified. Newly created directorships resulting from an increase in the number of directors shall be classified by the Board of Directors when the directorship is created. At each annual meeting of the stockholders of the corporation, the successors of the class of directors whose terms expire at that meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election or until their successors are elected and have qualified.

SECTION 5. Nominations for Directors
Nominations of candidates for election as directors of the corporation at any meeting of stockholders called for the election of directors may be made by the Board of Directors or by any stockholder entitled to vote at such meeting. Nominations made by the Board of Directors shall be made at a meeting of the Board of Directors, or by written consent of directors in lieu of a meeting, not later than 60 days prior to the date of any meeting of stockholders called for the election of directors. The secretary of the corporation shall request that each such proposed nominee provide the corporation with such information concerning himself as is required, under the rules of the Securities and Exchange Commission, to be included in the corporation's proxy statement soliciting proxies for his election as a director. Any stockholder who intends to make a nomination at any annual meeting of stockholders shall deliver to the secretary of the corporation not later than 120 days prior to the date on which the corporation's proxy statement was mailed to stockholders in connection with the previous year's annual meeting, or if such nomination is to be made at a meeting of shareholders other than an annual meeting, a reasonable time before the mailing of the corporation's proxy material, a notice setting forth (i) the name, age, business address and residence address of each nominee proposed in such notice, (ii) the principal occupation or employment of each such nominee, (iii) the number of shares of capital stock of the corporation which are owned of record and beneficially by each such nominee and (iv) such other information concerning each such nominee as would be required, under the rules of the Securities and Exchange Commission, in a proxy statement soliciting proxies for the election of such nominees. Such notice shall include a signed consent of such nominee to serve as a director of the corporation, if elected. In the event that a person is validly designated as a nominee in accordance with the provisions of this section and shall thereafter become unable or unwilling to stand for election to the Board of Directors, the Board of Directors or the stockholder who proposed such nominee, as the case may be, may designate a substitute nominee. If the secretary of the meeting of stockholders called for the election of directors determines that a nomination was not made in accordance with the foregoing procedures, such nomination shall be void.

SECTION 6. Newly Created Directorships and Vacancies
Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the Board of Directors for any reason may be filled by vote of a majority of the directors then in office, although less than a quorum exists. A director elected to fill a newly created directorship or a vacancy, shall be elected to hold office until the next meeting of shareholders at which the election of directors is in the regular order of business, and until his successor has been elected and qualified.

SECTION 7. Removal of Directors
Any director, an entire class of directors or the entire Board of Directors may be removed from office, with or without cause, only by the affirmative vote of the holders of at least 75% of the outstanding shares of stock of the corporation entitled to vote generally in the election of directors, voting together as a single class.

SECTION 8. Quorum of Directors
One-third (1/3) of the entire Board of Directors or seven directors, whichever number is greater, shall constitute a quorum for the transaction of business or of any specified item of business.

SECTION 9. Action by the Board of Directors
The vote of the majority of the directors present at a meeting of the Board of Directors at the time of the vote, if a quorum is present at such time, shall, except as otherwise provided by law, these By-Laws or the certificate of incorporation, be the act of the Board of Directors.

SECTION 10. Written Consent of Directors Without A Meeting
Any action required or permitted to be taken by the Board of Directors or a committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the board or committee shall be filed with the minutes of the proceedings of the Board or committee.


SECTION 11. Place and Time of Meetings of Board of Directors
Meetings of the Board of Directors, regular or special, may be held at any place, within or without the State of New York and at any time, fixed by the Board of Directors or by the person or persons calling the meeting. Such meetings may be held by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time.

SECTION 12. Notice of Meetings of the Board of Directors
Regular meetings of the Board of Directors may be held without notice if the time and place of such meetings are fixed by the Board of Directors. Special meetings of the Board of Directors shall be held upon notice to the directors and may be called by the chairman of the board, the president, the executive vice president, or any two directors. The notice shall be given personally including by telephone or mail, telegram, cable or other public instrumentality. If given personally or by telephone, such notice shall be given not less than 48 hours before the meeting to each director. If given by mail, cable, telegram or other public instrumentality, such notice shall be given not less than five (5) days before the date of the meeting, to each director. Such notice shall be deemed given, if mailed, when deposited in the United States mail, with postage thereon prepaid or, if telegraphed, cabled or sent by other public instrumentality, when given to the telegraph company, cable company, or other public instrumentality, directed to the director at his business address or, if he shall have filed with the secretary of the corporation, a written request that notices to him be mailed or telegraphed, cabled or sent to some other address, then directed to him at such other address. The notice need not specify the purpose of any regular or special meeting of the Board of Directors.

SECTION 13. Interested Directors
No contract or other transaction between a corporation and one or more of its directors, or between a corporation and any other corporation, firm, association or other entity in which one or more of its directors, or officers, are directors or have a substantial financial interest, shall be either void or voidable for this reason alone or by reason alone that such director or directors are present at the meeting of the Board, or of a committee thereof, which approves such contract or transaction or that his or their votes are counted for such purpose:

1.	If the material facts as to such director's interest in such contract or transaction and as to any such common directorship, officership or financial interest are disclosed in good faith or known to the Board or committee, and the Board or committee approves such contract or transaction by a vote sufficient for such purpose without counting the vote of such interested director or, if the votes of the disinterested directors are insufficient to constitute an act of the Board as defined in Section 9 of this Article, by unanimous vote of the disinterested directors; or
2.	If the material facts as to such director's interest in such contract or transaction and as to any such common directorship, officership or financial interest are disclosed in good faith or known to the shareholders entitled to vote thereon, and such contract or transaction is approved by vote of such shareholders; or
3.	If the contract or transaction is affirmatively established by the party or parties thereto to be fair and reasonable as to the corporation at the time it was approved by the Board, a committee thereof, or the shareholders.

Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board or a committee thereof which approves such contract or transaction.

The Board of Directors shall have authority to fix the compensation of directors for services in any capacity.

A loan shall not be made by the corporation to any director unless it is authorized by vote of the shareholders. For this purpose, the shares of the director who would be the borrower shall not be shares entitled to vote.

SECTION 14. Reimbursement and Compensation of Directors
The directors may be paid their expenses of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of the executive committee or other committees may be allowed similar reimbursement and compensation for their services as such.

SECTION 15. Executive Committee and Other Committees
The Board of Directors by resolution adopted by a majority of the entire Board, may designate from among its members an executive committee and other committees, each consisting of three or more directors, and each of which shall have and may exercise such powers as shall be conferred or authorized by the resolution appointing it, except that no such committee shall have authority as to the following matters:

1.	The submission to shareholders of any action that needs shareholders' approval;
2.	The filling of vacancies in the Board of Directors or in any committee:
3.	The fixing of compensation of the directors for serving on the Board of Directors or on any committee;
4.	The amendment or repeal of the By-Laws or the adoption of new By-Laws;
5.	The amendment or repeal or any resolution of the Board of Directors.

Each such committee shall serve at the pleasure of the Board. The Board of Directors shall have the power at any time to fill vacancies in, to change the size or membership of, and to discharge any such committee.

A majority of any such committee may determine its action and may fix the time and place of its meetings, unless provided otherwise by the Board of Directors. Each such committee shall keep a written record of its acts and proceedings and shall submit such record to the Board of Directors at each regular meeting thereof and at such other times as requested by the Board of Directors. Failure to submit such record, or failure of the Board to approve any action indicated therein will not, however, invalidate such action to the extent it has been carried out by the corporation prior to the time the record of such action was, or should have been, submitted to the Board of Directors as herein provided.

ARTICLE IV
Officers

SECTION 1. Number
The Board of Directors may elect a chairman of the board who shall be a member of the Board of Directors and shall elect a president, one or more vice presidents, a secretary and a treasurer, who need not be members of the Board of Directors and such other officers and assistant officers who need not be members of the Board of Directors as the Board of Directors may from time to time deem proper. Any two or more offices may be held by the same person, except the offices of president and secretary.

SECTION 2. Election and Term of Office
The officers of the corporation to be elected or appointed by the Board of Directors shall be elected or appointed annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. Subject to the provisions of Section 3 of this Article, each officer shall hold office until the first meeting of the Board of Directors following the next annual meeting of shareholders and until his successor has been elected or appointed and qualified.

SECTION 3. Removal
Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors with or without cause, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. The election or appointment of an officer shall not of itself create contract rights.

SECTION 4. New Offices and Vacancies
Newly created offices and vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled from time to time by the Board of Directors for the unexpired portion of the term.

SECTION 5. Chief Executive Officer
The Board of Directors shall appoint either the chairman of the board, if any, or the president the chief executive officer of the corporation ("the CEO") who, subject to the control of the Board of Directors, shall direct and control all the business and affairs of the corporation.


SECTION 6. Chairman of the Board
The chairman of the board, if any, and if so designated by the Board of Directors, shall be the chief executive officer of the corporation and, subject to the control of the Board of Directors, shall in general perform all duties incident to the office of chief executive officer. He shall, when present, preside at all meetings of the shareholders and of the Board of Directors. He may sign, with the secretary or any other proper officer of the corporation thereunto authorized by the Board of Directors, certificates representing shares of the corporation, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and shall perform such other duties as may be prescribed by the Board of Directors from time to time.

SECTION 7. President
The president shall be the chief operating officer of the corporation and, subject to the control of the Board of Directors and the chairman of the board (if he is the CEO), shall direct the conduct and operation of the business and properties of the corporation. If so designated by the Board of Directors, he shall also be the chief executive officer of the corporation and shall perform all duties incident to that office. He shall, in the absence of the chairman of the board, preside at all meetings of the shareholders and of the Board of Directors. He may sign, with the secretary or any other proper officer of the corporation thereunto authorized by the Board of Directors, certificates representing shares of the corporation, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and shall perform such other duties as may be prescribed by the Board of Directors from time to time.

SECTION 8. Vice President
In the absence of the chairman of the board and the president or in the event of their death or inability to act, the executive vice president (or in the event of the death or inability to act of the executive vice president, the vice president designated by the Board of Directors, if any, or if none, the vice president having the greatest seniority) shall perform the duties of the chairman of the board and the president, and when so acting shall have the authority of and be subject to all the restrictions upon the chairman of the board and the president. Any vice president may sign, with the secretary or any other proper officer of the corporation thereunto authorized by the Board of Directors, certificates representing shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the chairman of the board (if he is the CEO) or by the president or by the Board of Directors.

SECTION 9. Secretary
The secretary shall: 1) keep the minutes of the proceedings of its shareholders, Board of Directors and executive committee and other committees, if any; in one or more books provided for that purpose; 2) see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; 3) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents and execution of which on behalf of the corporation under its seal is duly authorized; 4) file each written request by a shareholder that notices to him be mailed to some address other than this address as it appears on the record of shareholders; 5) sign with the chairman of the board or the president or a vice president certificates representing shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; 6) have general charge of the record of shareholders of the corporation; and 7) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the chairman of the board (if he is the CEO) or by the president or by the Board of Directors.

SECTION 10. Treasurer
If required by the Board of Directors, the treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall: 1) have charge and custody of and be responsible for all funds and securities of the corporation, receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of these By-Laws; 2) have charge and custody of and be responsible for the keeping of correct and complete books and records of account of the corporation; sign with the chairman of the board, or the president or a vice president, certificates representing shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; and 3) in general perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the chairman of the board (if he is the CEO) or by the president or by the Board of Directors.

SECTION 11. Assistant Secretaries and Assistant Treasurers
The assistant secretaries, when authorized by the Board of Directors, may sign with the chairman of the board or the president or a vice president, certificates representing shares of the corporation, the issuance of which shall have been authorized by a resolution of the Board of Directors. The assistant treasurers shall, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. Assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or the treasurer, respectively, or by the chairman of the board (if he is the CEO) or the president or the Board of Directors. In the absence of the secretary or in the event of his death, inability or refusal to act, the assistant secretary (or in the event there be more than one assistant secretary, the assistant secretaries in the order of their appointment or as determined by the chairman of the board (if he is the CEO) or the president or the Board of Directors), shall perform the duties and exercise the authority of the secretary. In the absence of the treasurer or in the event of his death, inability or refusal to act, the assistant treasurer, (or in the event there be more than one assistant treasurer, the assistant treasurers in the order of their appointment or as determined by the chairman of the board (if he is the CEO) or the president or the Board of Directors) shall perform the duties and exercise the authority of the treasurer.

SECTION 12. Auditor
The Auditor shall examine and verify the records of the Corporation and Corporation's subsidiaries and shall report to and be responsible to the Audit Committee of the Board of Directors.

SECTION 13. Compensation of Officers
The compensation of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such compensation by reason of the fact that he is also a director of the corporation.

ARTICLE V
Contracts, Checks and Deposits

SECTION 1. Contracts
The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation and such authority may be general or confined to specific instances.

SECTION 2. Checks, Drafts, etc.
All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

SECTION 3. Deposits
All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

ARTICLE VI
Certificates Representing Shares, Record
of Shareholders, Transfer of Shares

SECTION 1. Issuance of Shares
No shares of any class of the corporation or any obligations or other securities convertible into or carrying options to purchase any such shares of the corporation, or any options or rights to purchase any such shares or securities of the corporation, shall be issued or sold unless such issuance or sale is approved by the affirmative vote of at least 80% of the entire Board of Directors.

SECTION 2. Certificates Representing Shares
The shares of the corporation shall be represented by certificates which shall be in such form as shall be determined by the Board of Directors. All such certificates shall be consecutively numbered or otherwise identified. Such certificates shall be signed by the chairman of the board or the president or a vice president and the secretary or an assistant secretary or the treasurer or an assistant treasurer, and may, but need not, be sealed with the seal of the corporation or a facsimile thereof. The signature of the officers upon the certificate may be facsimile if the certificate is countersigned by a transfer agent or an assistant transfer agent, or registered by a registrar other than the corporation itself or its employee. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of issue. Each certificate shall state upon the face thereof; 1) that the corporation is formed under the laws of New York; 2) the name of the person or persons to whom issued; 3) the number and class of shares and the par value of each share represented by such certificate.


SECTION 3. Lost, Destroyed or Wrongfully Taken Certificates
The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation, alleged to have been lost, apparently destroyed or wrongfully taken upon the making of an affidavit of that fact by the person claiming the certificate to be lost, apparently destroyed or wrongfully taken. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, apparently destroyed or wrongfully taken certificate or certificates, or his legal representative to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum and with such surety or sureties as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificates alleged to have been lost, apparently destroyed or wrongfully taken.


SECTION 4. Record of Shareholders
The corporation shall keep at its principal office, or at the office of its transfer agent in the State of New York, a record containing the names and addresses of all shareholders, the number and class of shares held by each and the dates when they respectively became the owners of record thereof. The corporation shall be protected in treating the persons in whose names shares stand on the record of shareholders as the owners thereof for all purposes.


SECTION 5. Transfer of Shares
Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, and cancel the old certificate. Every such transfer of shares shall be entered on the record of shareholders of the corporation.

ARTICLE VII
Fiscal Year

The fiscal year of the corporation shall be determined by resolution of the Board of Directors.

ARTICLE VIII
Dividends

The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its certificate of incorporation.

ARTICLE IX
Seal

The seal of the corporation shall be circular in form and contain the name of the corporation, the year when it was formed, and the words "New York." The corporation may use the seal causing it or a facsimile to be affixed or impressed or reproduced in any other manner.

ARTICLE X
Waiver of Notice

SECTION 1. Waiver of Notice to Shareholders
Notice of meeting need not be given to any shareholder who signed a waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any shareholder at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him.

SECTION 2. Waiver of Notice to Director
Notice of meeting need not be given to any director who signs a waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at the commencement, the lack of notice to him. A waiver of notice need not specify the purpose of any regular or special meeting of the Board of Directors.

SECTION 3. Notice Dispensed with When Delivery Prohibited
Whenever communication to any shareholder or any director is unlawful under any statute of the State of New York or of the United States or any regulation, proclamation or order issued under said statutes, the giving of any notice to such shareholder or such director shall not be required and there shall be no duty to apply for license or other permission to do so.

ARTICLE XI
Indemnification

To the fullest extent permitted by law, either directly or by the purchase of insurance or in part directly and in part by the purchase of insurance, the corporation shall indemnify each natural person, or if deceased, his personal representative made or threatened to be made a party to any action or proceeding civil or criminal, including an appeal therein against the reasonable expenses, attorneys' fees, judgments, fines and amounts paid in settlement if such person is made or threatened to be made a party by reason of the fact that he or his testator or intestate is or was: 1) an officer, director or employee of the corporation or 2) an officer, director or employee of or served in any capacity in any other corporation, partnership, joint venture, trust or other enterprise, at the request of this corporation, provided that in the case of a person serving as an employee or in any capacity in any other corporation, that such person was at the time he was so designated to serve by this corporation, an employee of this corporation, or 3) the occupant of a position or a member of a committee or Board or a person having responsibilities under federal or state law, including but not limited to responsibilities under the Employee Retirement Income Security Act of 1974, who was appointed to such position or to such committee or Board by the Board of this corporation or by an officer of this corporation or who served in such position or on such committee or Board at the request or direction of the Board of this corporation or of an officer of this corporation or who assumed such responsibilities at the request or direction of the Board of this corporation or of any officer of this corporation, provided only that such person acted in good faith for a purpose which he reasonably believed would be in the best interest of the corporation or in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to the best interests of the corporation, and in criminal proceedings had no reasonable cause to believe that his conduct was unlawful.

The corporation's obligations under this Article shall be reduced by the amount of any insurance which is available to any such person whether such insurance is purchased by the corporation or otherwise. The right of indemnity created herein shall be personal to the officer, director, employee or other person and their respective legal representatives and in no case shall any insurance carrier be entitled to be subrogated to any rights created herein.

Nothing contained herein shall obligate the corporation to indemnify any person against any claim arising out of personal injuries, bodily injuries or property damage.

ARTICLE XII
Amendment and Repeal

SECTION 1. Amendment and Repeal by the Shareholders
These By-Laws may be amended or repealed by vote of the shareholders entitled to vote generally in the election of directors, provided that notice of meeting states such purpose, and provided further that the provisions of Article III may be amended or repealed only by the affirmative vote of holders of at least 75% of the outstanding shares of stock of the corporation entitled to vote generally in the election of directors.

SECTION 2. Amendment and Repeal by the Board of Directors
These By-Laws may also be amended or repealed by a majority of the entire Board of Directors provided that the provisions of Article III may be amended only by the affirmative vote of at least 75% of the entire Board of Directors and further provided that Section 1 of Article VI may be amended only by the affirmative vote of at least 80% of the entire Board of Directors.

CHEMUNG FINANCIAL CORPORATION
LEGEND FOR BY-LAWS

DATE	ARTICLE	SECTION	DESCRIPTION
4/9/97	Article III	Section 3	Number of Directors changed from twenty to nineteen.
4/8/98	Article II	Sections 4 & 5	Change fifty (50) days to sixty (60) days.
12/8/98	Article III	Section 3	Number of Directors changed from nineteen to seventeen.
8/11/99	Article III	Section 3	Number of Directors changed from seventeen to sixteen.
10/13/99	Article III	Section 3	Number of Directors changed from sixteen to fifteen.
1/12/00	Article III	Section 2	Required ownership of 500 shares capital stock for non-employee directors.
6/14/00	Article IV	Section 12	New Section. Addition of Auditor.
		Section 13	Renumbered- previous Section 12.
12/13/00	Article III	Section 3	Number of Directors changed from fifteen to fourteen.

EX-13

EXHIBIT A

TABLE OF QUARTERLY MARKET PRICE RANGES

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Market Prices of Chemung Financial Corporation Stock

During Past Three Years (dollars)

	2000	1999	1998
1st Quarter	18 - 24 1/2	26 1/2 - 29	21 1/2 - 25 1/2
2nd Quarter	19 - 21 1/2	24 - 27	25 3/4 - 30
3rd Quarter	19 1/8 - 20 1/2	24 - 26	26 1/4 - 30
4th Quarter	19 1/4 - 19 3/4	24 1/4 - 25 3/4	22 3/4 - 28

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EXHIBIT B





TABLE OF DIVIDENDS PAID

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Dividends Paid Per Common Share by Chemung Financial Corporation
During Past Three Years

	2000	1999	1998
January 3	$0.210	$0.170	$0.155
April 3	0.210	0.170	0.155
July 3	0.210	0.190	0.170
October 2	0.220	0.190	0.170
	$0.850	$0.720	$0.650

As of December 31, 2000 there were 759 registered holders of record of the Corporation' stock. Chemung Financial Corporation common stock is inactively traded in the over-the-counter market.

The quarterly market price ranges for the Corporation's stock for the past three (3) years are based upon actual transactions as reported by brokerage firms which maintain a market or conduct trades in the Corporation's stock and other transactions known by the Corporation's management.

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EXHIBIT C

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
INCLUDING FINANCIAL DATA EXHIBITS

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Management's Discussion and Analysis
of Financial Condition and Results of Operations

The purpose of this discussion is to focus on information about the financial condition and results of operations of Chemung Financial Corporation. Reference should be made to the accompanying consolidated financial statements (including related notes) and the selected financial data presented elsewhere in this report for an understanding of the following discussion and analysis.

Forward-Looking Statements

Statements included in this discussion and in future filings by Chemung Financial Corporation (the "Corporation") with the Securities and Exchange Commission, in Chemung Financial Corporation press releases, and in oral statements made with the approval of an authorized executive officer, which are not historical or current facts, are "forward-looking statements" made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, and are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. Chemung Financial Corporation wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The following important factors, among others, could cause Chemung Financial Corporation's actual financial performance to differ materially from that expressed in any forward-looking statement: (1) credit risk, (2) interest rate risk, (3) competition, (4) changes in the regulatory environment, and (5) changes in general business and economic trends. The foregoing list should not be construed as exhaustive, and the Corporation disclaims any obligation to subsequently revise any forward-looking statements to reflect events or circumstances after the date of such statements, or to reflect the occurrence of anticipated or unanticipated events.

Description of Business

Passage of the Gramm-Leach-Bliley Act during the fourth quarter of 1999 permitted qualified bank holding companies to elect to become financial holding companies and to engage in expanded financial activities. During the second quarter of 2000, Chemung Financial Corporation exercised this election, and on June 22, 2000 received approval from the Federal Reserve Bank of New York. This provides the Corporation with the flexibility to offer a wider array of financial services, such as insurance products, mutual funds, and brokerage services. This will allow us to better serve the needs of our clients as well as provide an additional source of fee based income. To that end, the Corporation has established a financial services subsidiary, CFS Group, Inc., to be available to provide additional financial services. CFS Group, Inc. has not yet begun operations and the scope of services to be provided is currently under review. As such, Chemung Financial Corporation now operates as a financial holding company with two subsidiaries, Chemung Canal Trust Company (the "Bank"), a full-service community bank with full trust powers, and CFS Group, Inc., a financial services subsidiary.

The financial condition of the Corporation should be examined in terms of the acquisition and deployment of funds within its "market areas". Management defines the market areas of Chemung Canal Trust Company as those areas within a 25-mile radius of its branches in Chemung, Steuben, Schuyler, and Tioga counties, including the northern tier of Pennsylvania. The Corporation's lending policy restricts substantially all lending efforts to these geographical regions.

Management of Credit Risk - Loan Portfolio

The Corporation manages credit risk, while conforming to state and federal laws governing the making of loans, through written policies and procedures; loan review to identify loan problems at the earliest possible time; collection procedures (continued even after a loan is charged off); an adequate allowance for loan losses; and continuing education and training to ensure lending expertise. Diversification by loan product is maintained through offering commercial loans, 1-4 family mortgages, and a full range of consumer loans.

The Loan Committee of the Board is designated to receive required loan reports, oversee loan policy, and approve loans above authorized individual and Senior Loan Committee lending limits. The Senior Loan Committee, consisting of the president, two executive vice presidents, credit services division manager, commercial loan manager, consumer loan manager, mortgage loan manager and credit manager, implements the Board-approved loan policy.

Supervision and Regulation

The Corporation, as a financial holding company, is regulated under the Bank Holding Company Act of 1956, as amended (the "Act"), and is subject to the supervision of the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"). Generally, the Act limits the business of bank holding companies to banking, or managing or controlling banks, performing certain servicing activities for subsidiaries, and engaging in such other activities as the Federal Reserve Board may determine to be closely related to banking and a proper incident thereto.

The Bank is chartered under the laws of New York State and is supervised by the New York State Banking Department.

CFS Group, Inc. may be subject to other regulatory authorities as determined by activities in which it may be engaged. For example, insurance activities would be regulated by the New York State Insurance Department, while brokerage activities would be subject to regulation by the National Association of Securities Dealers (NASD).

Competition

The Corporation is subject to intense competition in the lending and deposit gathering aspects of its business from commercial and thrift banking institutions, credit unions and other providers of financial services, such as brokerage firms, investment companies, insurance companies and Internet vendors. The Corporation also competes with non-financial institutions, including retail stores and certain utilities that maintain their own credit programs, as well as governmental agencies that make available loans to certain borrowers. Unlike the Corporation, many of these competitors are not subject to regulation as extensive as that described under the "Supervision and Regulation" section and, as a result, they may have a competitive advantage over the Corporation in certain respects. This is particularly true of credit unions, as their pricing structure is not encumbered by income taxes.

Competition for the Corporation's fiduciary services comes primarily from brokerage firms and independent investment advisors. This is considered to be significant competition, as these firms devote much of their considerable resources toward gaining larger positions in these markets. The market value of trust assets under administration totaled $1.5 billion at both year-end 2000 and 1999. Relative to the Corporation's consolidated assets, the Trust and Investment Division is unusually large and is responsible for the largest component of non-interest revenue.

Employees

The Corporation and its banking subsidiary had 308 full-time equivalent employees (FTE's) on December 31, 2000, versus 303 at the beginning of the year and 291 on December 31, 1998. The employment trend is relatively stable.

Consolidated Balance Sheet Comments

During 2000, total assets grew by $22.6 million or 3.5% to $676.2 million as compared to $653.6 million as of year-end 1999 and $620.1 million at year-end 1998. Total loans, net of unearned income and deferred fees and costs, grew by $34.6 million or 9.6% to $394.6 million. Commercial loan activity was strong throughout the year, with business loans, including commercial mortgages, growing $23.1 million or 17.1%. Total consumer loans increased $9.1 million or 6.8%, the major factor in this growth being an increased volume of indirect auto financings. Residential mortgages, while growing at a somewhat slower pace, ended the year with an increase of $2.3 million or 2.6%. Growth in this portfolio was impacted by a slow housing market throughout much of 2000.

The above increase in loans was offset to some extent by decreases in our total securities portfolio, cash and due from banks, and other assets. The carrying value of the total securities portfolio decreased $6.7 million or 2.8%. At amortized cost, the portfolio was down $13.3 million as proceeds from maturities and paydowns provided funding support for the increase in the loan portfolio. The amortized cost decline was somewhat offset by a $6.6 million increase in unrealized appreciation related to the available for sale portfolio.

The $4.2 million or 13.6% decrease in cash and due from banks is due to lower cash balances on hand at year-end 2000. During the later part of 1999, we began accumulating cash as part of our Year 2000 contingency planning. At December 31, 1999 cash on hand totaled $18.6 million as compared to $8.4 million at December 31, 2000, a decrease of $10.2 million. This decrease was somewhat offset by a higher amount of checks in transit and correspondent bank balances. The $2.2 million decrease in other assets is due primarily to a decrease in net deferred tax assets related to the impact of the appreciation in estimated fair value of our available for sale securities portfolio.

The primary funding source for our asset growth during 2000 was a $29.6 million or 6.1% increase in deposits, from $481.8 million to $511.4 million. Much of this growth was in certificate of deposit balances (including IRA accounts), which increased $23.6 million or 11.6%. We also saw period end increases in non-interest-bearing demand deposits (+$9.0 million or 9.2%) and insured money market accounts (+$2.1 million or 4.1%). The above increases were partially offset by a period end decrease in savings accounts (-$5.0 million or 5.5%). Federal Home Loan Bank advances were down $16.3 million. While term advances increased $5.0 million, overnight advances were reduced by $21.3 million from $29.7 million to $8.4 million. It should be noted that year-end 1999 overnight advances were unusually high due in part to increased cash levels maintained for Year 2000 contingency purposes.

Exhibit I BALANCE SHEET COMPARISONS
(in millions)

Average Balance Sheet	2000	1999	1998	1997	1996	1995	% Change 1999 to 2000	Compounded Annual Growth 5 years
Total Assets	$667.0	$642.3	$584.0	$539.2	$516.2	$494.1	3.8%	6.2%
Earning Assets	617.4	591.6	531.2	490.9	469.5	447.1	4.4%	6.7%
Loans, net of unearned income and deferred fees and costs	382.8	346.5	311.7	291.3	273.9	249.1	10.5%	9.0%
Investments (1)	234.6	245.0	219.5	199.8	195.6	198.0	-4.2%	3.5%
Deposits	515.2	494.1	467.2	450.2	440.9	424.4	4.3%	4.0%
Wholesale funding	71.8	66.6	37.0	13.1	2.9	N/A	7.8%	N/A
Tier I equity (2)	62.9	57.6	52.6	51.6	46.4	41.7	9.2%	8.6%

(1) Average balances for investments include securities available for sale and securities held to maturity, based on amortized cost, and federal funds sold and interest-bearing deposits.

(2) Average shareholders' equity less intangible assets and accumulated other comprehensive income/loss.

Ending Balance Sheet	2000	1999	1998	1997	1996	1995	% Change 1999 to 2000	Compounded Annual Growth 5 years
Total Assets	$676.2	$653.6	$620.1	$545.5	$529.2	$499.3	3.5%	6.2%
Earning Assets	619.2	597.6	563.5	486.1	474.6	446.3	3.6%	6.8%
Loans, net of unearned income and deferred fees and costs	394.6	360.0	329.3	296.9	283.7	263.0	9.6%	8.5%
Allowance for loan losses	4.7	4.7	4.5	4.1	4.0	3.9	0.9%	3.8%
Investments (1)	230.7	237.1	243.3	196.8	196.3	189.6	-2.9%	4.0%
Deposits	511.4	481.8	466.1	451.0	439.6	426.9	6.1%	3.7%
Wholesale funding	77.9	94.2	71.4	20.5	10.0	N/A	-17.3%	N/A
Tangible equity (2)	69.3	59.7	59.9	54.8	48.7	44.9	16.1%	9.1%

(1) Investments include securities available for sale, at estimated fair value, securities held to maturity, at amortized cost, and interest-bearing deposits.

(2) Shareholders' equity less intangible assets.

Securities

The Board-approved Funds Management Policy includes an investment portfolio policy which requires that, except for local municipal obligations that are sometimes not rated or carry ratings above "Baa" but below "A" by Moody's or Standard & Poors, debt securities purchased for the bond portfolio must carry a minimum rating of "A". Marketable securities are classified as Available for Sale while local direct investments in municipal obligations are classified as Held to Maturity. The Available for Sale portfolio at December 31, 2000, was $222.7 million compared to $227.4 million a year earlier and $235.3 million at the end of 1998. At year-end 2000, the total net unrealized appreciation in the securities available for sale portfolio was $6.069 million, compared to a net unrealized loss of $505 thousand a year ago. This change is primarily reflective of the impact that lower market interest rates had on the fair value of the bond portfolio.

The components of this change are set forth in the following table (in thousands):

At December 31	Amortized Cost	2000 Estimated Fair Value	Unrealized Appreciation (Depreciation)	AmortizedCost	1999 Estimated Fair Value	Unrealized Appreciation (Depreciation)
U.S. Treasury Securities	$ 14,001	$ 14,014	$ 13	$ 15,507	$ 15,341	$ (166)
Obligations of other U.S. Government agencies	76,567	76,655	88	96,004	92,697	(3,307)
Mortgage-backed securities	87,692	87,129	(563)	77,419	73,747	(3,672)
Obligations of states and Political subdivisions	18,421	18,532	111	21,359	20,734	(625)
Corporate bonds and notes	12,443	12,185	(258)	10,663	10,129	(534)
Corporate Stocks	7,514	14,192	6,678	6,936	14,735	7,799
Totals	$216,638	$222,707	$ 6,069	$227,888	$227,383	$ (505)

Included in the above table are 27,392 shares of USA Education, Inc. (formerly SLM Holding Corporation) at a cost basis of approximately $3 thousand and estimated fair value of $1.863 million. These shares were acquired as preferred shares of Student Loan Marketing Association ("SALLIE MAE"), a permitted exception to the Government regulation banning bank ownership of equity securities in the original capitalization of the U.S. Government Agency. Later, the shares were converted to common stock as SALLIE MAE recapitalized. Additionally, at December 31, 2000, the Corporation held marketable equities totaling $616 thousand at cost, with a total estimated fair value of $5.397 million. The shares, other than USA Education, Inc., were acquired prior to the enactment of the Banking Act of 1933. Non-marketable equity securities included in the Corporation's portfolio are 10,638 shares of Federal Reserve Bank and 52,450 shares of the Federal Home Loan Bank of New York. They are carried at their cost of $531.9 thousand and $5.245 million, respectively. The fair value of these securities is assumed to approximate their cost. The number of shares of these last two investments is regulated by regulatory policies of the respective institutions.

Asset Quality

Non-performing loans at year-end 2000 totaled $1.707 million as compared to $1.405 million at year-end 1999, an increase of $302 thousand. At year-end 1998, non-performing loans totaled $4.853 million. The large decrease from 1998 to 1999 related primarily to one real estate secured commercial loan which was paid in full during the fourth quarter of 1999. Non-performing loans represented 0.43% of total loans outstanding as of December 31, 2000 compared to 0.39% at the end of 1999 and 1.5% at year-end 1998. Net loan charge offs were $707 thousand or 0.18% of average outstanding loans in 2000, compared to $517 thousand or 0.15% of average outstanding loans in 1999 and $436 thousand or 0.14% of average outstanding loans in 1998. The allowance for loan losses at December 31, 2000 was 1.19% of total outstandings versus 1.30% a year ago and 1.37% at December 31, 1998.

Capital Resources and Dividends

The Corporation continues to maintain a strong capital position. Tangible shareholders' equity at December 31, 2000, was $69.3 million or 10.24% of total assets compared to $59.7 million or 9.13% of total assets a year earlier and $59.9 million or 9.65% at December 31, 1998. Major factors influencing this increase were an increase in undistributed earnings (net income less dividends declared) of $5.3 million and a $3.9 million increase in accumulated other comprehensive income due to the increase in net unrealized gains on available for sale securities. As of December 31, 2000, the Corporation's ratio of Total Capital to Risk Weighted Assets was 16.72% compared with 16.56% a year earlier and 16.67% at December 31, 1998. The Corporation's leverage ratio (Tier I Capital/Average Assets) was 9.91% at December 31, 2000 and 9.49% at December 31, 1999.

Under Federal Reserve regulations (see Note 14 to the consolidated financial statements), the Bank is limited to the amount it may loan to the Corporation, unless such loans are collateralized by specific obligations. At December 31, 2000, the maximum amount available for transfer from the Bank to the Corporation in the form of unusecured loans was $1.8 million. The Bank is subject to legal limitations on the amount of dividends that can be paid to the Corporation without prior regulatory approval. Dividends are limited to retained net profits, as defined by regulations, for the current year and the two preceding years. At December 31, 2000, $11.6 million was available for the declaration of dividends.

Cash dividends declared amounted to $3.473 million in 2000 versus $3.097 million in 1999 and $2.741 million in 1998. Dividends declared during 2000 amounted to 39.7% of net income compared to 36.9% and 37.6% of 1999 and 1998 net income, respectively. It is management's objective to continue generating sufficient capital internally, while retaining an adequate dividend payout ratio.

Treasury Shares

When shares of the Corporation become available in the market, we may purchase them after careful consideration of our capital position. During 2000, 19,068 shares were purchased at a total cost of $397 thousand or an average price of $20.83 per share. In 1999, 58,674 shares were purchased at a total cost of $1.465 million or an average price of $24.96 per share, and in 1998 there were 39,383 shares purchased at a total cost of $984 thousand (average of $24.99 per share).

Performance Summary

Net income for 2000 was affected by 1) higher volumes of average earning assets and total funding liabilities, 2) higher average interest rates on both sides of the balance sheet resulting in a lower net interest margin, 3) higher non-interest income volumes, and 4) higher non-interest expenses.

Consolidated net income for 2000 was $8.755 million versus $8.392 million in 1999, up $364 thousand (4.3%), or $2.14 per share versus $2.03 per share up 5.4% on 37,659 fewer average shares outstanding. In 1998, the Corporation earned $7.297 million. Quarterly dividends declared totaled $0.86 per share versus $0.76 in 1999 and $0.665 in 1998, adjusted for the two-for-one stock split, effected in the form of a 100% stock dividend in June 1998.

Net interest income in 2000 increased $474 thousand or 1.9% over 1999. Total interest and dividend income on earning assets was $47.978 million in 2000 compared to $44.177 million in 1999 and $41.405 million in 1998. This 8.6% increase in 2000 can be attributed to both a $25.8 million or 4.4% increase in average earning assets and a 30 basis point yield increase from 7.47% to 7.77%. The increase in average earning assets is the result of a $36.2 million or 10.5% increase in average loans, which in 2000 comprised 62.0% of total average earning assets as compared to 58.6% a year ago. The increase in average loans was offset by decreases in average securities and overnight investments of $2.7 million and $7.7 million, respectively. Proceeds from these declines helped fund the growth in higher yielding average loans. Total average funding liabilities during 2000 increased by $24.6 million or 4.3%. Time deposits (including IRA accounts) averaged $227.5 million during 2000 as compared to $202.2 million during 1999, an increase of 12.5%. During 2000, average time deposits totaled 46.7% of total interest-bearing liabilities as compared to 43.1% during 1999. Interest expense totaled $22.055 million in 2000 as compared to $18.728 million in 1999 and $17.666 million in 1998. The cost of funds on these average funding liabilities, including the effect of non-interest bearing funding sources (such as demand deposits), increased to 3.72% during 2000 versus 3.30% and 3.45% during 1999 and 1998, respectively. The above yields and costs resulted in a net interest margin in 2000 of 4.20%, compared to 4.30% in 1999 and 4.47% in 1998.

Non-interest income increased $627 thousand to $10.032 million, up 6.7% over 1999. Areas where we saw significant increases included service charges (+ $272 thousand), credit card merchant earnings (+ $223 thousand) and checkcard interchange income (+ $128 thousand). Trust and Investment Services income, at $4.864 million was again the largest component of our non-interest income and registered an increase of $51 thousand. Net gains realized in the Corporation's securities portfolio were $216 thousand compared to $151 thousand in 1999 and $216 thousand in 1998. During the third quarter of 2000, we sold approximately $25 million of Federal Agency bonds at a gross loss of $1.172 million. Much of this loss was offset by the sale of appreciated equities at a gross gain of $1.114 million. The purpose of this strategy was to enhance long-term profitability, as the proceeds were re-invested in bonds with a combined yield 205 basis points higher than the yield on securities sold. Additionally, in December of 2000, we realized a $273 thousand gain on equities held resulting from the spin-off of a portion of Aetna, and the reorganization of the remainder of the company.

Non-interest expenses increased $825 thousand (3.8%) to $22.456 million. Non-interest expenses for 1999 were $21.631 million compared to $20.473 million in 1998. Areas having the most significant impact on this increase included salaries and other employee benefits (+ $183 thousand), credit card processing fees (+ $204 thousand), equipment and software service and data processing (+ $182 thousand), bank relations (+ $81 thousand) and advertising (+ $62 thousand).

During 2000, the Corporation's provision for loan losses totaled $750 thousand, up $77 thousand from $673 thousand in 1999. The change is a reflection of an increase in net charge-offs and non-performing loans during 2000, as well as the continued significant growth in the loan portfolio and management's ongoing evaluation of the risk inherent in the portfolio.

Income tax expense in 2000 totaled $3.994 million, a 4.0% decrease as compared to 1999. Reasons for the lower effective tax rate in 2000 include a significantly higher level of tax-exempt earning assets (primarily an increase in tax-exempt loans) as well as a $100 thousand New York State tax credit related to our $400 thousand investment in Statewide Zone Capital Corporation of New York. Additionally, during 1999, we recognized $87 thousand in additional tax expense related to the impact of phased in New York State tax rate reductions on deferred tax assets and liabilities.

Exhibit II EARNINGS FOR THE YEARS ENDED DECEMBER 31,

(in thousands)	2000	1999	1998	1997	1996	1995	% Change 1999 to 2000	Compounded Annual Growth 5 Years
Net interest income	$25,923	$25,449	$23,739	$23,274	$22,468	$21,849	1.9%	3.5%
Provision for loan losses	750	673	800	850	742	564	11.4%	5.9%
Net interest income after provision for loan losses	25,173	24,777	22,939	22,424	21,726	21,285	1.6%	3.4%
Other operating income:
Trust and investment services income	4,864	4,813	4,505	4,079	3,719	3,678	1.1%	5.7%
Securities gains, net	216	151	216	324	610	531	43.0%	-16.5%
Other income	4,952	4,442	3,496	3,065	2,777	2,527	11.5%	14.4%
Total other operating income	10,032	9,405	8,217	7,468	7,106	6,736	6.7%	8.3%
Other operating expenses	22,456	21,631	20,473	19,368	19,408	19,560	3.8%	2.8%
Income before income tax expense	12,749	12,551	10,683	10,524	9,424	8,461	1.6%	8.5%
Income tax expense	3,994	4,159	3,386	3,667	3,266	2,859	-4.0%	6.9%
Net income	$ 8,755	$ 8,392	7,297	6,857	6,158	5,602	4.3%	9.3%

Exhibit III AVERAGE BALANCES AND YIELDS

For the purpose of the table below, nonaccruing loans are included in the daily average loan amounts outstanding. Daily balances were used for average balance computations. Investment securities are stated at amortized cost. No tax equivalent adjustments have been made in calculating yields on obligations of states and political subdivisions.

Distribution of Assets, Liabilities and Shareholders' Equity, Interest Rates and Interest Differential

Year Ended December 31,

	2000			1999			1998
Assets	Average Balance	Interest	Yield/ Rate	Average Balance	Interest	Yield/ Rate	Average Balance	Interest	Yield/ Rate
Earning assets:	(Dollars in thousands)
Loans	$382,788	33,160	8.66%	346,550	29,446	8.50%	311,679	27,865	8.94%
Taxable securities	201,631	13,087	6.49	204,635	12,718	6.21	173,306	11,188	6.46
Tax-exempt securities	28,359	1,298	4.58	28,094	1,275	4.54	31,118	1,434	4.61
Federal funds sold	2,839	184	6.48	9,870	484	4.90	10,882	590	5.42
Interest-bearing deposits	1,755	249	14.19	2,412	254	10.52	4,186	328	7.83
Total earning assets	617,372	47,978	7.77%	591,561	44,177	7.47%	531,171	41,405	7.80%
Non-earning assets:
Cash and due from banks	24,070			24,868			25,184
Premises and equipment, net	13,040			10,689			10,154
Other assets	12,252			9,264			7,188
Allowance for loan losses	(4,708)			(4,620)			(4,323)
Intangibles and AFS valuation allowance	4,996			10,507			14,625
Total	667,022			642,269			583,999
Liabilities and Shareholders' Equity
Interest-bearing liabilities:
Demand deposits	40,939	518	1.27%	41,596	525	1.26%	$43,456	611	1.41%
Savings and insured money market deposits	141,000	4,367	3.10	151,262	4,342	2.87	143,065	4,284	3.00
Time deposits	227,465	13,010	5.72	202,239	10,230	5.06	190,684	10,351	5.43
Federal Home Loan Bank advances and securities sold under agreements to repurchase	77,459	4,160	5.37	73,946	3,631	4.91	45,258	2,420	5.35
Total interest-bearing liabilities	486,863	22,055	4.53%	469,043	18,728	3.99%	422,463	17,666	4.18%
Non-interest-bearing liabilities:
Demand deposits	105,795			99,035			89,957
Other liabilities	6,308			7,892			7,601
Total liabilities	598,366			575,970			520,021
Shareholders' equity	68,056			66,299			63,978
Total	667,022			642,269			583,999
Net interest income		$25,923			$25,449			$23,739
Net interest rate spread			3.24%			3.48%			3.62%
Net interest margin			4.20%			4.30%			4.47%

Exhibit IV CHANGES DUE TO VOLUME AND RATE

The following table demonstrates the impact on net interest income of the changes in the volume of earning assets and interest-bearing liabilities and changes in rates earned and paid by the Corporation. For purposes of constructing this table, average investment securities are at average amortized cost and earning asset averages include non-performing loans. Therefore, the impact of changing levels of non-performing loans is reflected in the change due to rate, but does not affect changes due to volume. No tax equivalent adjustments were made.

	2000 vs. 1999 Increase/(Decrease)			1999 vs. 1998 Increase/(Decrease)
Interest income (in thousands)	Total Change	Due to Volume	Due to Rate	Total Change		Due to Volume		Due to Rate
Loans	$3,714	3,147	567	1,582	3,004		(1,422)
Taxable investment securities	369	(191)	560	1,530	1,974		(444)
Tax-exempt investment securities	23	12	11	(159)	(138)		(21)
Federal funds sold	(300)	(422)	122	(106)	(52)		(54)
Interest-bearing deposits	(5)	(80)	75	(74)	(165)		91
Total interest income	$3,801	2,466	1,335	2,773	4,623		(1,850)
Interest expense (in thousands)
Interest-bearing demand deposits	(7)	(7)	0	(86)	(25)		(61)
Savings and insured money market deposits	25	(308)	333	58	236		(178)
Time deposits	2,780	1,359	1,421	(121)	607		(728)
Federal Home Loan Bank advances and securities sold under agreements to repurchase	529	178	351	1,211	1,424		(213)
Total interest expense	$3,327	1,222	2,105	1,062	2,242		(1,180)
Net interest income	$ 474	1,244	(770)	1,711	2,381		(670)

Exhibit V

Selected per share data on Common Shares	2000	1999	1998	1997	1996	1995	% Change 1999 To 2000	CompoundedAnnual Growth 5 Years
Net income per share	$2.14	$2.03	$ 1.77	$ 1.66	$ 1.48	$ 1.34	5.4%	9.8%
Dividends declared	0.86	0.76	0.665	0.605	0.53	0.49	13.2%	11.9%
Tangible book value	16.94	14.56	14.59	13.24	11.76	10.79	16.3%	9.4%
Market price at 12/31	19.50	24.50	27.50	21.00	17.00	13.88	-20.4%	7.0%
Average shares outstanding (in thousands)	4,094	4,132	4,116	4,143	4,159	4,176	- -0.9%	- -0.4%

Exhibit VI

Selected Ratios	2000	1999	1998	1997	1996
Return on average assets	1.31%	1.31%	1.25%	1.27%	1.19%
Return on average tier I equity (1)	13.92%	14.57%	13.88%	14.29%	14.08%
Dividend yield for the year ended	4.51%	3.43%	2.47%	2.95%	3.29%
Dividend payout	39.67%	36.90%	37.56%	36.55%	35.78%
Total capital to risk adjusted assets	16.72%	16.56%	16.67%	17.44%	16.87%
Tier I capital to risk adjusted assets	15.60%	15.36%	15.42%	16.19%	15.61%
Tier I leverage ratio	9.91%	9.49%	9.57%	9.49%	8.97%
Loans to deposits	77.16%	74.72%	70.63%	65.84%	64.53%
Allowance for loan losses to total loans	1.19%	1.30%	1.37%	1.40%	1.40%
Allowance for loan losses to non-performing loans	276%	332%	92.9%	257%	231%
Non-performing loans to total loans	0.43%	0.39%	1.47%	0.54%	0.61%
Net interest rate spread	3.24%	3.48%	3.62%	3.89%	3.99%
Net interest margin	4.20%	4.30%	4.47%	4.74%	4.79%
Efficiency ratio (2)	60.54%	60.09%	61.97%	60.84%	63.41%

(1) Average Tier I Equity is average shareholders' equity less average intangible assets and average accumulated other comprehensive income/loss.

(2) Efficiency ratio is operating expenses adjusted for amortization of intangible assets and donations divided by net interest income plus other operating income adjusted for non-taxable gains on stock donations.

Consolidated Cash Flows

During 2000, cash and cash equivalents decreased $3.909 million as compared to an increase of $3.253 million in 1999 and a $5.599 million decrease in 1998. In addition to cash provided by operating activities, other primary sources of cash in 2000 included proceeds from the sales and maturities of securities and student loans ($58.695 million), and an increase in deposits ($29.614 million). In 1999, the primary sources of cash included proceeds from the sales and maturities of securities and student loans ($84.752 million), proceeds from Federal Home Loan Bank advances, net of repayments ($22.800 million), and an increase in deposits ($15.634 million).

Cash generated from the above activities was used primarily to fund increases in earning assets. During 2000, the purchases of securities and the funding of loans, net of repayments, totaled $42.679 million and $38.105 million, respectively. Other significant uses of cash in 2000 included repayments of Federal Home Loan Bank advances, net of new advances ($16.300 million), purchases of premises and equipment ($2.985 million), payment of cash dividends ($3.436 million), and the purchase of treasury shares ($397 thousand). In 1999, the purchases of securities and funding of loans, net of repayments, totaled $86.084 million and $33.738 million, respectively, and the investment in premises and equipment totaled $3.506 million. Other significant uses of cash in 1999 included the payment of cash dividends ($2.945 million), and the purchase of treasury shares ($1.465 million).

Liquidity and Sensitivity

The term "liquidity" refers primarily to the expected cash flows from assets held and secondarily to borrowings secured by assets of the Corporation. These two sources of liquidity have in the past been sufficient to fund the operations of the Corporation, and the Board of Directors anticipates that they will suffice in the future. For this reason, the term "liquidity" in the Corporation's policies does not refer to proceeds from the sale of assets, although the sale of assets held as available for sale is a source of liquidity available to management.

Liquidity management involves the ability to meet the cash flow requirements of deposit customers, borrowers, and the operating, investing, and financing activities of the Corporation. Management of interest rate sensitivity seeks to avoid fluctuating net interest margins and to enhance consistent growth of net interest income through periods of changing interest rates.

As intermediaries between borrowers and savers, commercial banks incur both interest rate risk and liquidity risk. The Corporation's Asset/Liability Committee (ALCO) has the strategic responsibility for setting the policy guidelines on acceptable exposure to these areas. These guidelines contain specific measures and limits regarding these risks, which are monitored on a regular basis. The ALCO is made up of the president, two executive vice presidents, asset liability management officer, senior lending officer, senior marketing officer, chief financial officer, and others representing key functions.

The Corporation is a member of the Federal Home Loan Bank of New York ("FHLB") in order to access borrowings which enhance management's ability to satisfy future liquidity needs. The Corporation's $5.245 million investment in FHLB stock allowed it to maintain a $66.543 million line of credit at December 31, 2000. This compares to $62.726 million at the end of 1999.

Interest rate risk is the risk that net interest income will fluctuate as a result of a change in interest rates. It is the assumption of interest rate risk, along with credit risk, that drives the net interest margin of a financial institution. For that reason, the ALCO has established tolerance limits based upon a 200 basis point change in interest rates. At December 31, 2000, it is estimated that an immediate 200 basis point decrease in interest rates would negatively impact net interest income by 9.7% and an immediate 200 basis point increase would negatively impact net interest income by 3.0%. Both are within the tolerance limit of 12.0%, established by the ALCO.

A related component of interest rate risk is the expectation that the market value of our capital account will fluctuate with changes in interest rates. This component is a direct corollary to the earnings-impact component: an institution exposed to earnings erosion is also exposed to shrinkage in market value. At December 31, 2000, it is estimated that an immediate 200 basis point increase in interest rates would negatively impact the market value of our capital account by 12.6% and an immediate 200 basis point decrease in interest rates would negatively impact the market value by 4.8%. Both are within the established tolerance limit of 15.0%.

Management does recognize the need for certain hedging strategies during periods of anticipated higher fluctuations in interest rates and the Board-approved Funds Management Policy provides for limited use of certain derivatives in asset liability management. These strategies were not employed during 2000.

The ALCO is responsible for supervising the preparation and annual revisions of the financial segments of the Annual Budget, which is built upon the committee's economic and interest-rate assumptions. It is the responsibility of the ALCO to modify prudently the Corporation's asset/liability policies.

Recent Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards (SFAS) No. 133, " Accounting for Derivative Instruments and Hedging Activities." This statement establishes comprehensive accounting and reporting standards for derivative instruments and hedging activities. The Statement requires companies to recognize all derivatives as either assets or liabilities, including certain derivative instruments embedded in other contracts, with the instruments measured at fair value. The accounting for gains and losses resulting from changes in fair value of the derivative instrument depends on the intended use of the derivative and the type of risk being hedged. This Statement, as amended by SFAS Nos. 137 and 138, is effective for all fiscal quarters of fiscal years beginning after June 15,2000. Based on management's evaluation of SFAS No. 133, the adoption of this Statement as of January 1, 2001, will not have a material impact on the Corporation's consolidated financial statements, as the Corporation currently does not have any derivative instruments, including derivative instruments embedded in other contracts.

In September 2000, the FASB issued SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities." SFAS No. 140 replaces identically titled SFAS No. 125 and carries forward most of SFAS No. 125's provisions without change. It does revise accounting standards for securitizations and certain other transfers of financial assets and collateral. The Statement is generally applied prospectively to transactions and servicing activities occurring after March 31, 2001, although provisions with respect to collateral and certain disclosure requirements are effective for fiscal years ending after December 15, 2000. This Statement is not expected to have a material impact on the consolidated financial statements of the Corporation.

John R. Battersby, Jr.
Treasurer and Chief Financial Officer

To our Shareholders:

The consolidated financial statements appearing in this annual report have been prepared by the Corporation in accordance with accounting principles generally accepted in the United States of America. The primary responsibility for the integrity of the financial information included in this report rests with management. The opinion of KPMG LLP, the Corporation's independent accountants, on those consolidated financial statements is included herein.

The Corporation and its subsidiaries maintain a system of internal accounting controls that is designed to provide reasonable assurance that assets are safeguarded, that transactions are executed in accordance with management's authorization and are properly recorded, and that accounting records are adequate for preparation of consolidated financial statements and other financial information.

The Internal Auditing Department is charged with the responsibility of verifying accounting records and reviewing internal controls. The internal auditor reports directly to the Audit Committee of the Board of Directors whose members are all non-employee directors. The Committee meets with management, the internal auditor and the independent auditors in conjunction with its review of matters relating to the consolidated financial statements and the internal audit program. The independent auditors and the internal auditor meet with the Audit Committee without the presence of management.

Jan P. Updegraff

President and Chief Executive Officer

John R. Battersby, Jr.

Treasurer and Chief Financial Officer

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EXHIBIT D

CONSOLIDATED FINANCIAL STATEMENTS AND
REPORT OF INDEPENDENT AUDITORS

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Independent Auditors' Report

The Board of Directors and Shareholders
Chemung Financial Corporation and Subsidiaries:

We have audited the accompanying consolidated balance sheets of Chemung Financial Corporation and subsidiaries (the Corporation) as of December 31, 2000 and 1999, and the related consolidated statements of income, shareholders' equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2000. These consolidated financial statements are the responsibility of the Corporation's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Chemung Financial Corporation and subsidiaries as of December 31, 2000 and 1999, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2000, in conformity with accounting principles generally accepted in the United State of America.

//KPMG LLP//

Syracuse, New York

February 2, 2001

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CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
	DECEMBER 31
ASSETS	2000	1999
Cash and due from banks	$ 26,726,373	30,926,401
Interest-bearing deposits with other financial institutions	1,437,728	1,146,495
Total cash and cash equivalents	28,164,101	32,072,896
Securities available for sale, at estimated fair value	222,707,143	227,383,641
Securities held to maturity, estimated fair value of $6,774,036 at December 31, 2000 and $8,606,703 at December 31, 1999	6,565,869	8,606,703
Loans, net of unearned income and deferred fees and costs	394,571,609	359,963,407
Allowance for loan losses	(4,707,868)	(4,665,093)
Loans, net	389,863,741	355,298,314
Premises and equipment, net	13,597,641	12,121,667
Other assets	10,284,605	12,478,828
Intangible assets, net of accumulated amortization	5,053,723	5,641,025
Total assets	$676,236,823	653,603,074
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Non-interest-bearing	$107,289,840	$ 98,292,851
Interest-bearing	404,097,917	383,480,838
Total deposits	511,387,757	481,773,689
Securities sold under agreements to repurchase	49,406,826	49,946,491
Federal Home Loan Bank advances	33,400,000	49,700,000
Accrued interest payable	2,126,723	1,609,842
Dividends payable	886,729	849,257
Other liabilities	4,717,273	4,411,912
Total liabilities	601,925,308	588,291,191
Commitments and contingencies (note 13)
Shareholders' equity:
Common stock, $.01 par value per share, authorized
10,000,000 shares; issued 4,300,134 shares at December 31, 2000 and 1999	43,001	43,001
Capital surplus	22,011,527	21,941,629
Retained earnings	53,347,621	48,065,946
Treasury stock, at cost (269,549 shares at December 31, 2000; 256,054 shares at December 31, 1999)	(4,735,401)	(4,435,629)
Accumulated other comprehensive income (loss)	3,644,767	(303,064)
Total shareholders' equity	74,311,515	65,311,883
Total liabilities and shareholders' equity	$676,236,823	653,603,074

See accompanying notes to consolidated financial statements.

CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31	2000	1999	1998
Interest and dividend income:
Loans	$33,159,628	29,446,584	27,865,497
Securities	14,385,016	13,992,910	12,621,909
Federal funds sold	184,377	483,552	589,976
Interest-bearing deposits	248,942	253,724	327,927
Total interest and dividend income	47,977,963	44,176,770	41,405,309
Interest expense:
Deposits	17,894,382	15,096,420	15,246,674
Borrowed funds	1,400,290	1,044,567	736,493
Securities sold under agreements to repurchase	2,760,186	2,586,552	1,683,244
Total interest expense	22,054,858	18,727,539	17,666,411
Net interest income	25,923,105	25,449,231	23,738,898
Provision for loan losses	750,000	672,669	800,000
Net interest income after provision for loan losses	25,173,105	24,776,562	22,938,898
Other operating income:
Trust & investment services income	4,864,149	4,812,723	4,504,569
Service charges on deposit accounts	2,489,887	2,217,859	2,010,639
Net gain on sales of securities	216,053	150,585	215,993
Credit card merchant earnings	992,578	769,586	630,968
Other	1,469,545	1,454,253	854,850
Total other operating income	10,032,212	9,405,006	8,217,019
Other operating expenses:
Salaries and wages	9,088,950	8,928,490	8,290,133
Pension and other employee benefits	1,660,475	1,637,612	1,939,033
Net occupancy expenses	1,878,329	1,838,431	1,739,063
Furniture and equipment expenses	1,893,852	1,713,266	1,655,776
Other	7,934,537	7,513,238	6,848,747
Total other operating expenses	22,456,143	21,631,037	20,472,752
Income before income tax expense	12,749,174	12,550,531	10,683,165
Income tax expense	3,994,075	4,159,030	3,386,027
Net income	$ 8,755,099	8,391,501	7,297,138
Weighted average shares outstanding	4,094,489	4,132,148	4,116,405
Basic earnings per share	$2.14	$2.03	$1.77

See accompanying notes to consolidated financial statements.

CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY AND COMPREHENSIVE INCOME

	Common Stock	Capital Surplus	Retained Earnings	Treasury Stock	Accumulated Other Comprehensive Income (Loss)	Total
Balances at December 31, 1997	$10,750,335	10,101,804	38,236,025	(2,032,886)	4,581,899	61,637,177
Comprehensive Income:
Net income	-	-	7,297,138	-	-	7,297,138
Other comprehensive income	-	-	-	-	812,890	812,890
Total comprehensive income						8,110,028
Reduction of par value from $5.00 to $0.01 per share	(10,728,834)	10,728,834	- -	- -	- -	- -
Two-for-one stock split in the form of a 100% stock dividend	21,500	- -	(21,500)	- -	- -	- -
Cash dividends declared ($.665 per share)	-	-	(2,740,672)	-	-	(2,740,672)
Purchase of 39,383 shares of treasury stock	-	-	-	(984,284)	-	(984,284)
Sale of 3,079 shares of treasury stock	-	21,162	-	46,216	-	67,378
Balances at December 31, 1998	$ 43,001	20,851,800	42,770,991	(2,970,954)	5,394,789	66,089,627
Comprehensive Income:
Net income	-	-	8,391,501	-	-	8,391,501
Other comprehensive loss	-	-	-	-	(5,697,853)	(5,697,853)
Total comprehensive income						2,693,648
Restricted stock units for directors' deferred compensation plan	- -	1,089,829	- -	- -	- -	1,089,829
Cash dividends declared ($.76 per share)	-	-	(3,096,546)	-	-	(3,096,546)
Purchase of 58,674 shares of treasury stock	-	-	-	(1,464,675)	-	(1,464,675)
Balances at December 31, 1999	$ 43,001	21,941,629	48,065,946	(4,435,629)	( 303,064)	65,311,883
Comprehensive Income:
Net income	-	-	8,755,099	-	-	8,755,099
Other comprehensive income	-	-	-	-	3,947,831	3,947,831
Total comprehensive income						12,702,930
Restricted stock units for directors' deferred compensation plan	- -	159,332	-	-	-	159,332
Cash dividends declared ($.86 per share)	-	-	(3,473,424)	-	-	(3,473,424)
Distribution of restricted stock units for directors' deferred compensation plan		(89,434)		97,341		7,907
Purchase of 19,068 shares of treasury stock	-	-	-	(397,113)	-	(397,113)
Balances at December 31, 2000	$ 43,001	22,011,527	53,347,621	(4,735,401)	3,644,767	74,311,515

See accompanying notes to consolidated financial statements.

CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31	2000	1999	1998
Cash flows from operating activities:
Net income	$ 8,755,099	8,391,501	7,297,138
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of intangible assets	587,302	587,303	587,303
Provision for deferred tax expense (benefit)	364,908	45,955	(554,345)
Provision for loan losses	750,000	672,669	800,000
Depreciation and amortization	1,508,703	1,468,561	1,459,446
Amortization of premiums and accretion of discounts on securities, net	143,105	473,074	321,469
Net gain on sales of securities	(216,053)	(150,585)	(215,993)
Increase in other assets	(658,738)	(4,245,934)	(1,489,386)
Increase in accrued interest payable	516,881	181,282	237,151
Restricted stock units for directors' deferred compensation plan	159,332	146,896	-
Increase in other liabilities	313,269	874,023	2,945,355
Net cash provided by operating activities	12,223,808	8,444,745	11,388,138
Cash flows from investing activities:
Proceeds from sales of securities available for sale	25,222,726	12,239,005	19,174,487
Proceeds from maturities of and principal collected on securities held to maturity	7,140,429	4,529,397	7,054,835
Proceeds from maturities of and principal collected on securities available for sale	23,679,474	65,470,411	78,602,492
Purchases of securities available for sale	(37,579,602)	(79,608,744)	(146,519,981)
Purchases of securities held to maturity	(5,099,603)	(6,475,177)	(4,491,731)
Purchases of premises and equipment	(2,984,677)	(3,505,619)	(1,325,011)
Net increase in loans	(38,104,619)	(33,738,401)	(35,894,863)
Proceeds from sales of student loans	2,651,931	2,513,575	3,180,053
Net cash used in investing activities	(25,073,941)	(38,575,553)	(80,219,719)
Cash flows from financing activities:
Net increase (decrease) in demand deposits, NOW accounts, savings accounts, and insured money market accounts	6,048,487	(10,265,077)	11,498,217
Net increase in certificates of deposit and individual retirement accounts	23,565,581	25,899,404	3,596,803
Net (decrease) increase in securities sold under agreements to repurchase	(539,665)	(640,878)	41,139,513
Federal Home Loan Bank advances	13,400,000	29,700,000	26,900,000
Repayments of Federal Home Loan Bank advances	(29,700,000)	(6,900,000)	(16,300,000)
Purchase of treasury stock	(397,113)	(1,464,675)	(984,284)
Sale of treasury stock	-	-	67,378
Cash dividends paid	(3,435,952)	(2,944,859)	(2,684,712)
Net cash provided by financing activities	8,941,338	33,383,915	63,232,915

CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows (con't)
Net (decrease) increase in cash and cash equivalents	(3,908,795)	3,253,107	(5,598,666)
Cash and cash equivalents, beginning of year	32,072,896	28,819,789	34,418,455
Cash and cash equivalents, end of year	$28,164,101	32,072,896	28,819,789
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest	$21,537,977	18,546,257	17,429,260
Income taxes	$ 3,608,962	7,048,403	1,201,696
Supplemental disclosure of non-cash activity:
Transfer of loans to other real estate owned	$ 137,261	398,667	403,317
Issuance of restricted stock units under directors' deferred compensation plan	$ -	942,933	-
Adjustment to securities available for sale to fair value, net of tax	$ 3,947,831	(5,697,853)	812,890

See accompanying notes to consolidated financial statements.

CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000, 1999 and 1998

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Chemung Financial Corporation (the Corporation), through its wholly owned subsidiaries, Chemung Canal Trust Company (the Bank) and CFS Group, Inc.(a financial services company expected to commence operations in 2001), provides a wide range of banking, financing, fiduciary and other financial services to its local market area. The Corporation is subject to the regulations of certain federal and state agencies and undergoes periodic examinations by those regulatory agencies.

BASIS OF PRESENTATION

The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles and include the accounts of the Corporation and its subsidiaries. All significant intercompany balances and transactions are eliminated in consolidation.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

SECURITIES

Management determines the appropriate classification of securities at the time of purchase. If management has the intent and the Corporation has the ability at the time of purchase to hold securities until maturity, they are classified as held to maturity and carried at amortized cost. Securities to be held for indefinite periods of time or not intended to be held to maturity are classified as available for sale and carried at fair value. Unrealized holding gains and losses, net of the related tax effects, on securities classified as available for sale are excluded from earnings and are reported as accumulated other comprehensive income (loss) in shareholders' equity until realized. Realized gains and losses are determined using the specific identification method.

A decline in the fair value of any available for sale or held to maturity security below amortized cost that is deemed other than temporary is charged to earnings resulting in the establishment of a new cost basis for the security. Premiums and discounts are amortized or accreted over the life of the related security as an adjustment of yield using the interest method. Dividend and interest income are recognized when earned.

LOANS

Loans are stated at the amount of unpaid principal balance less unearned discounts and net deferred origination fees and costs. The Corporation has the ability and intent to hold its loans for the foreseeable future, except for student loans which are sold to a third party from time to time upon reaching repayment status.

Interest on loans is accrued and credited to operations on the interest method. The accrual of interest is discontinued and previously accrued interest is reversed when commercial loans become 90 days delinquent and, when consumer, mortgage and home equity loans, which are not guaranteed by government agencies, become 120 days delinquent. Loans may also be placed on non-accrual if management believes such classification is warranted for other purposes. Loan origination fees and certain direct loan origination costs are deferred and amortized over the life of the loan as an adjustment to yield, using the interest method.

ALLOWANCE FOR LOAN LOSSES

The allowance for loan losses is maintained at a level considered adequate to provide for probable loan losses. The allowance is increased by provisions charged to earnings and recoveries of loans previously charged off, and reduced by loan charge-offs. The adequacy of the allowance is based on management's evaluation of the inherent risk of loss in the loan portfolio, which includes consideration of prevailing economic conditions, past loss experience, the level of non-performing loans, delinquency levels and other factors pertinent to estimating losses inherent in the portfolio. Management believes that the allowance for loan losses is adequate. While management uses available information to recognize losses on loans, future additions to the allowances may be necessary based on changes in economic conditions, particularly in New York State. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Corporation's allowance for loan losses. Such agencies may require the Corporation to recognize additions to the allowance based on their judgments about information available to them at the time of their examination.

Management, considering current information and events regarding the borrower's ability to repay their obligations, considers a loan to be impaired when it is probable that the Corporation will be unable to collect all amounts due according to the contractual terms of the loan agreement. When a loan is considered to be impaired, the amount of the impairment is measured based on the present value of expected future cash flows discounted at the loan's effective interest rate or, as a practical expedient, at the loan's observable market price or the fair value of collateral, less the estimated costs to sell if the loan is collateral dependent. Residential mortgage loans and consumer loans are evaluated collectively since they are homogeneous and generally carry smaller balances. All loans restructured in a troubled debt restructuring are also considered impaired loans. In general, interest income on impaired loans is recorded on a cash basis when collection in full is reasonably expected. If full collection is uncertain, cash receipts are applied first to principal then to interest income.

PREMISES AND EQUIPMENT

Land is carried at cost, while buildings and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is charged to current operations under accelerated and straight-line methods over the estimated useful lives of the assets, which range from 15 to 50 years for buildings and from 3 to 10 years for equipment and furniture. Amortization of leasehold improvements and leased equipment is recognized on the straight-line method over the shorter of the lease term or the estimated life of the asset.

OTHER REAL ESTATE

Real estate acquired through foreclosure or deed in lieu of foreclosure is recorded at the lower of the carrying value of the loan or estimated fair value of the property at the time of acquisition. Write downs from cost to estimated fair value which are required at the time of foreclosure are charged to the allowance for loan losses. Subsequent to acquisition, other real estate is carried at the lower of the carrying amount or fair value less estimated costs to dispose. Subsequent adjustments to the carrying values of such properties resulting from declines in fair value are charged to operations in the period in which the declines occur. Other real estate owned at December 31, 2000, amounted to $61,693 and at December 31, 1999, amounted to $535,699.

INCOME TAXES

The Corporation files a consolidated tax return on the accrual method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which temporary differences are expected to be recovered or settled, or the tax carryforwards are expected to be utilized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

TRUST AND INVESTMENT SERVICES INCOME

Assets held in a fiduciary or agency capacity for customers are not included in the accompanying consolidated balance sheets, since such assets are not assets of the Corporation. Trust and Investment Services income is recognized on the accrual method based on contractual rates applied to the balances of individual trust accounts. Market value of trust assets under administration totaled $1.519 billion at December 31, 2000, and $1.486 billion at December 31, 1999.

PENSION PLAN

Pension costs, based on actuarial computations of current and future benefits for employees, are charged to current operating results. The Corporation's funding policy is to contribute amounts to the plan sufficient to meet minimum regulatory funding requirements, plus such additional amounts as the Corporation may determine to be appropriate from time to time.

POSTRETIREMENT BENEFITS

In addition to pension benefits, the Corporation provides health care and life insurance benefits for retired employees. The estimated costs of providing benefits are accrued over the years the employees render services necessary to earn those benefits.

INTANGIBLE ASSETS

Goodwill, which represents the excess of the purchase price over the fair value of identifiable assets acquired in 1995, is being amortized over 15 years on a straight-line basis. Deposit base intangible, resulting from the Corporation's purchase of deposits from the Resolution Trust Company in 1994, is being amortized over the expected useful life of 15 years on a straight-line basis. Amortization periods are monitored to determine if events and circumstances require such periods to be reduced. Periodically, the Corporation reviews its goodwill and deposit base intangible assets for events or changes in circumstances that may indicate that the carrying amount of the asset is impaired.

BASIC EARNINGS PER SHARE

Basic earnings per share was computed on the basis of the weighted average number of common shares outstanding, retroactively adjusted for stock splits and dividends. Issuable shares (such as those related to directors' restricted stock units) are considered outstanding and are included in the computation of basic earnings per share.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash and amounts due from banks, interest-bearing deposits with other financial institutions, federal funds sold, and U.S. Treasury securities with original terms to maturity of 90 days or less.

SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

The Corporation enters into sales of securities under agreements to repurchase. The agreements are treated as financings, and the obligations to repurchase securities sold are reflected as liabilities in the consolidated balance sheets. The amount of the securities underlying the agreements remains in the asset account. The Corporation has agreed to repurchase securities identical to those sold. The securities underlying the agreements were under the Corporation's control.

OTHER FINANCIAL INSTRUMENTS

The Corporation is a party to certain other financial instruments with off-balance sheet risk such as commitments under standby letters of credit, unused portions of lines of credit and commitments to fund new loans. The Corporation's policy is to record such instruments when funded.

OTHER COMPREHENSIVE INCOME

Comprehensive income at the Corporation represents net income plus other comprehensive income or loss, which consists of the net change in unrealized holding gains or losses on securities available for sale, net of the related tax effect. Accumulated other comprehensive income or loss represents the net unrealized holding gains or losses on securities available for sale as of the consolidated balance sheet dates, net of the related tax effect.

Comprehensive income for the years ended December 31, 2000, 1999, and 1998 was $12,702,930, $2,693,648, and $8,110,028, respectively. The following summarizes the components of other comprehensive income (loss):

Unrealized net holding gains during the year ended December 31, 2000, net of tax (pre-tax amount of $6,789,197)	$4,077,592
Reclassification adjustment for net gains realized in net income during the year ended December 31, 2000, net of tax (pre-tax amount of $216,053)	( 129,761)
Other comprehensive income for the year ended December 31, 2000	$ 3,947,831
Unrealized net holding losses during the year ended December 31, 1999, net of tax (pre-tax amount of $(9,336,350))	$(5,607,412)
Reclassification adjustment for net gains realized in net income during the year ended December 31, 1999, net of tax (pre-tax amount of $150,585)	( 90,441)
Other comprehensive loss for the year ended December 31, 1999	$(5,697,853)
Unrealized net holding gains during the year ended December 31, 1998, net of tax (pre-tax amount of $1,569,456)	$ 942,615
Reclassification adjustment for net gains realized in net income during the year ended December 31, 1998, net of tax (pre-tax amount of $215,993)	(129,725)
Other comprehensive income for the year ended December 31, 1998	$ 812,890

SEGMENT REPORTING

The Corporation's operations are solely in the financial services industry and include the provision of traditional commercial banking services. The Corporation operates primarily in the geographical regions of Chemung, Steuben, Schuyler, and Tioga counties, including the northern tier of Pennsylvania. Management makes operating decisions and assesses performance based on an ongoing review of the Corporation's commercial banking operations, which constitute the Corporation's only reportable segment.

RECLASSIFICATION

Amounts in the prior years' consolidated financial statements are reclassified whenever necessary to conform with the current year's presentation.

ACCOUNTING STANDARDS

In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards (SFAS) No. 133, " Accounting for Derivative Instruments and Hedging Activities." This statement establishes comprehensive accounting and reporting standards for derivative instruments and hedging activities. The Statement requires companies to recognize all derivatives as either assets or liabilities, including certain derivative instruments embedded in other contracts, with the instruments measured at fair value. The accounting for gains and losses resulting from changes in fair value of the derivative instrument depends on the intended use of the derivative and the type of risk being hedged. This Statement, as amended by SFAS Nos. 137 and 138, is effective for all fiscal quarters of fiscal years beginning after June 15,2000. Based on management's evaluation of SFAS No. 133, the adoption of this Statement as of January 1, 2001, will not have a material impact on the Corporation's consolidated financial statements, as the Corporation currently does not have any derivative instruments, including derivative instruments embedded in other contracts.

In September 2000, the FASB issued SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities." SFAS No. 140 replaces identically titled SFAS No. 125 and carries forward most of SFAS No. 125's provisions without change. It does revise accounting standards for securitizations and certain other transfers of financial assets and collateral. The Statement is generally applied prospectively to transactions and servicing activities occurring after March 31, 2001, although provisions with respect to collateral and certain disclosure requirements are effective for fiscal years ending after December 15, 2000. This Statement is not expected to have a material impact on the consolidated financial statements of the Corporation.

(2) RESTRICTIONS ON CASH AND DUE FROM BANK ACCOUNTS

The Corporation is required to maintain certain reserves of vault cash and/or deposits with the Federal Reserve Bank of New York. The amount of this reserve requirement was $500,000 at December 31, 2000.

(3) SECURITIES

Amortized cost and estimated fair value of securities available for sale at December 31, 2000 and 1999, are as follows:

	2000			1999
	Amortized Cost	Estimated Fair Value	Amortized Cost		Estimated Fair Value
U.S. Treasury securities	$ 14,000,787	14,014,040	15,507,454		15,341,305
Obligations of other U.S. Government agencies	76,567,432	76,655,432	96,004,009		92,696,922
Mortgage-backed securities	87,691,888	87,129,166	77,418,683		73,747,174
Obligations of states and political subdivisions	18,420,899	18,531,434	21,358,536		20,733,805
Corporate bonds and notes	12,443,061	12,185,427	10,663,352		10,129,626
Corporate stocks	7,514,534	14,191,644	6,936,209		14,734,809
Total	$216,638,601	222,707,143	227,888,243		227,383,641

Included in corporate stocks at both December 31, 2000 and 1999, is the Corporation's required investment in the stock of the Federal Home Loan Bank of New York (FHLB) carried at its cost basis of $5,245,000. This investment allowed the Corporation to maintain a $66,543,300 line of credit with the FHLB at December 31, 2000, and $62,726,000 at December 31, 1999. Other equities required in the Corporation portfolio include 10,638 shares of Federal Reserve Bank stock carried at $531,900 at December 31, 2000, and 10,572 shares carried at $528,600 at December 31, 1999.

Gross unrealized gains and losses on securities available for sale at December 31, 2000 and 1999, were as follows:

	2000		1999
	Unrealized	Unrealized	Unrealized	Unrealized
	Gains	Losses	Gains	Losses
U.S. Treasury securities	$ 29,913	16,660	1,872	168,021
Obligations of other U.S. Government agencies	413,738	325,738	-	3,307,087
Mortgage-backed securities	239,965	802,687	5,511	3,677,020
Obligations of states and other political subdivisions	192,953	82,418	15,321	640,052
Corporate bonds and notes	101,166	358,800	-	533,726
Corporate stocks	6,679,193	2,083	7,798,600	-
Total	$7,656,928	1,588,386	7,821,304	8,325,906

Gross realized gains on sales of securities available for sale were $1,388,358, $150,585, and $215,993 for the years ended December 31, 2000, 1999 and 1998, respectively. Gross realized losses on sales of securities available for sale were $1,172,305 for the year ended December 31, 2000. There were no realized losses on sales of securities available for sale for the years ended December 31, 1999 and 1998.

Securities held to maturity of $6,565,869 and $8,606,703 at December 31, 2000 and 1999, respectively, represent non-marketable obligations of political subdivisions, usually local municipalities. Estimated fair value at December 31, 2000 and 1999 was $6,774,036 and $8,606,703, respectively. There were no sales of securities held to maturity in 2000, 1999 or 1998. The contractual maturity of these securities at amortized cost is as follows at December 31, 2000: $2,941,940 (fair value of $2,948,649) within one year, $2,248,604 (fair value of $2,299,264) after one year but within five years, $1,075,325 (fair value of $1,165,201) after five years but within ten years and $300,000 (fair value of $360,922) greater than ten years.

Interest and dividend income on securities for the years ended December 31, 2000, 1999 and 1998 was as follows:

	2000	1999	1998
Taxable:
U. S. Treasury securities	$ 767,261	1,119,844	1,920,930
Obligations of other U.S. Government agencies	5,674,224	5,227,780	4,659,247
Mortgage-backed securities	5,190,539	5,201,842	3,801,800
Corporate bonds and notes	816,503	631,480	391,720
Corporate stocks	638,503	536,980	414,602
Exempt from Federal taxation:
Obligations of states and political subdivisions	1,297,986	1,274,984	1,433,610
Total	$14,385,016	13,992,910	12,621,909

The amortized cost and estimated fair value by years to contractual maturity (mortgage-backed securities are shown as maturing based on the estimated average life at the projected prepayment speed) as of December 31, 2000, for debt securities available for sale are as follows:

	Maturing
	Within One Year			After One, But Within Five Years
	Amortized	Fair	Amortized			Fair
	Cost	Value	Cost			Value
U.S. Treasury securities	$11,001,650	10,984,990	2,999,137			3,029,050
Obligations of other U.S. Government agencies	1,999,635	1,997,820	44,597,569			44,548,612
Mortgage-backed securities	-	-	67,910,826			67,369,170
Obligations of states and political subdivisions	1,016,920	1,020,519	4,624,974			4,675,483
Corporate bonds and notes	-	-	2,497,617			2,489,825
Total	$14,018,205	14,003,329	122,630,123			122,112,140
	Maturing
	After Five, But Within Ten Years				After Ten Years
	Amortized	Fair	Amortized			Fair
	Cost	Value	Cost			Value
U.S. Treasury securities	$ -	-	-			-
Obligations of other U.S. Government agencies	28,692,102	28,827,220	1,278,126			1,281,780
Mortgage-backed securities	8,574,717	8,452,679	11,206,345			11,307,317
Obligations of states and political subdivisions	11,365,415	11,433,361	1,413,590			1,402,071
Corporate bonds and notes	2,589,631	2,556,375	7,355,813			7,139,227
Total	$51,221,865	51,269,635	21,253,874			21,130,395

Actual maturities may differ from contractual maturities above because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

The fair value of securities pledged to secure public funds on deposit or for other purposes as required by law was $167,221,355 at December 31, 2000, and $176,737,390 at December 31, 1999. This includes mortgage backed securities totaling $27,991,093 and $9,125,075 (fair value of $27,976,040 and $8,791,440), U.S. Treasury securities totaling $0 and $2,000,000 (fair value of $0 and $1,970,246), and obligations of other U.S. Government agencies totaling $38,475,000 and $59,689,815 (fair value of $38,271,246 and $57,457,985) pledged to secure securities sold under agreements to repurchase at December 31, 2000 and 1999, respectively.

There are no securities of a single issuer (other than securities of the U.S. Government and its agencies) that exceed 10% of shareholders' equity at December 31, 2000 or 1999.

The Corporation has equity investments in Southern Tier Business Development, LLC and Cephas Capital Partnership, LP. These small business investment companies were established for the purpose of providing financing to small businesses in market areas served by the Corporation, including minority-owned small businesses and those that will create jobs for the low to moderate income levels in the targeted areas. These investments as of December 31, 2000 and 1999 totaled $2,392,143 and $2,175,866, respectively, are included in other assets, and are accounted for under the equity method of accounting.

(4) LOANS AND ALLOWANCE FOR LOAN LOSSES

The composition of the loan portfolio is summarized as follows:

December 31,	2000	1999
Residential mortgages	$ 92,626,675	90,317,970
Commercial mortgages	43,272,341	43,759,933
Commercial, financial and agricultural	115,018,904	91,276,599
Leases, net	157,394	267,746
Consumer loans	143,742,646	134,616,556
Net deferred origination fees and costs and unearned income	(246,351)	(275,397)
	$394,571,609	359,963,407

Included in consumer loans are student loans totaling $3,853,277 at December 31, 2000 and $3,415,897 at December 31, 1999, which are considered held for sale once these loans enter repayment status.

Residential mortgages totaling $79,067,465 at December 31, 2000, and $82,364,702 at December 31, 1999, were pledged under a blanket collateral agreement for the Corporation's line of credit with the FHLB.

The Corporation's market area encompasses the New York State counties of Chemung, Steuben, Schuyler and Tioga. Substantially all of the Corporation's outstanding loans are with borrowers living or doing business within 25 miles of the Corporation's branches in these counties. The Corporation's concentrations of credit risk are reflected in the preceding table. The concentrations of credit risk with standby letters of credit, committed lines of credit and commitments to originate new loans, generally follow the loan classifications in the table above. Other than general economic risks, management is not aware of any material concentrations of credit risk to any industry or individual borrower.

The following table summarizes the Corporation's non-performing loans at December 31, 2000 and 1999:

	2000	1999
Non-accrual loans	$1,078,240	640,051
Troubled debt restructurings	404,476	483,217
Loans 90 days or more past due and still accruing interest	223,974	281,273
	$1,706,690	1,404,541

The effect of nonaccrual loans on interest income for the years ended December 31, 2000, 1999 and 1998 was not material. The Corporation is not committed to advance additional funds to borrowers with non-performing loans.

Transactions in the allowance for loan losses for the years ended December 31, 2000, 1999 and 1998 were as follows:

	2000	1999	1998
Balances at January 1	$4,665,093	4,509,185	4,145,422
Provision charged to operations	750,000	672,669	800,000
Loans charged off	(853,409)	(690,034)	(593,704)
Recoveries	146,184	173,273	157,467
Balances at December 31	$4,707,868	4,665,093	4,509,185

At December 31, 2000 and 1999, the recorded investment in loans that are considered to be impaired totaled $816,326 and $761,016, respectively. Included in the 2000 amount are impaired loans of $367,951 for which the related allowance for loan losses is $200,839. The 1999 amount includes $360,689 of impaired loans with a related allowance for loan losses of $149,924. The average recorded investment in impaired loans during 2000, 1999 and 1998 was $744,081, $3,171,533 and $2,837,325, respectively. The effect on interest income for impaired loans was not material to the consolidated financial statements in 2000, 1999 or 1998.

(5) PREMISES & EQUIPMENT

Premises and equipment at December 31, 2000 and 1999 are as follows:

	2000	1999
Land	$ 2,681,408	$ 2,681,408
Buildings	15,030,100	13,222,838
Equipment and furniture	16,044,062	14,927,263
Leasehold improvements	431,448	431,448
	34,187,018	31,262,957
Less accumulated depreciation	20,589,377	19,141,290
	$13,597,641	$12,121,667

(6) DEPOSITS

A summary of deposits at December 31, 2000 and 1999 is as follows:

	2000	1999
Non-interest-bearing demand deposits	$107,289,840	98,292,851
Interest-bearing demand deposits	39,128,338	39,186,892
Insured money market accounts	53,146,665	51,057,232
Savings deposits	84,959,734	89,939,115
Time deposits	226,863,180	203,297,599
	$511,387,757	481,773,689

Time deposits include certificates of deposit in denominations of $100,000 or more aggregating $65,082,752 and $57,063,792 at December 31, 2000 and 1999, respectively. Interest expense on such certificates was $4,163,041, $2,777,298 and $2,420,835 for 2000, 1999 and 1998, respectively.

Scheduled maturities of time deposits at December 31, 2000, are summarized as follows:

2001	$154,848,088
2002	50,257,808
2003	11,671,749
2004	4,201,484
2005	5,780,540
2006 and thereafter	103,511
	$226,863,180

(7) SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

A summary of securities sold under agreements to repurchase as of and for the years ended December 31, 2000, 1999 and 1998 is as follows:

	2000	1999	1998
Securities sold under agreements to repurchase:
Balance at December 31	$49,406,826	49,946,491	50,587,369
Maximum month-end balance	$51,003,367	53,731,116	50,587,369
Average balance during year	$50,110,845	51,900,947	32,166,417
Weighted-average rate at December 31	5.75%	4.97%	4.80%
Average rate paid during year	5.51%	4.98%	5.23%

The agreements have remaining contractual maturities of 2 days to 7.9 years at December 31, 2000, with a weighted-average contractual maturity of 5.1 years. Certain of the agreements have call features. At December 31, 2000, the weighted-average period to the next call date is approximately ten months.

(8) FEDERAL HOME LOAN BANK ADVANCES

Federal Home Loan Bank advances at December 31, 2000, consisted of a $10,000,000, 4.90%, five year advance with a maturity date of October 2, 2003, a $10,000,000, 4.41%, ten year advance with a maturity date of October 20, 2008, callable on or after October 20, 2001, a $5,000,000, 5.41%, five year advance with a maturity date of December 29, 2005, callable on or after December 29, 2002, and an $8,400,000, 5.85%, overnight advance with a maturity date of January 2, 2001.

(9) INCOME TAXES

For the years ended December 31, 2000, 1999 and 1998, income tax expense attributable to income from operations consisted of the following:

	2000	1999	1998
Current:
State	$ 195,635	481,750	449,653
Federal	3,433,532	3,631,325	3,490,719
	3,629,167	4,113,075	3,940,372
Deferred expense(benefit)	364,908	45,955	(554,345)
	$3,994,075	4,159,030	3,386,027

Income tax expense differed from the amounts computed by applying the U.S. Federal statutory income tax rate to income before income tax expense as follows:

	2000	1999	1998
Tax computed at statutory rate	$4,334,719	4,267,180	3,632,276
Tax-exempt interest	(641,915)	(522,865)	(527,353)
Dividend exclusion	(57,865)	(55,707)	(53,988)
State taxes, net of Federal benefit	207,909	371,094	241,864
Nondeductible interest expense	87,796	64,792	68,089
Other items, net	63,431	34,536	25,139
Actual income tax expense	$3,994,075	4,159,030	3,386,027

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2000 and 1999, are presented below:

	2000	1999
Deferred tax assets:
Allowance for loan losses-book	$1,833,715	1,817,054
Accrual for postretirement benefits other than pensions	750,598	750,595
Deferred loan fees	94,221	104,924
Deferred compensation and directors' fees	691,179	655,745
Net unrealized losses on securities available for sale	-	201,538
Interest on non-accrual loans	24,525	50,271
Other	76,237	93,194
Total gross deferred tax assets	3,470,475	3,673,321
Deferred tax liabilities:
Depreciation	178,370	207,048
Prepaid pension	276,766	54,137
Net unrealized gains on securities available for sale	2,423,776	-
Other	169,649	-
Total gross deferred tax liabilities	3,048,561	261,185
Net deferred tax asset	$ 421,914	3,412,136

Realization of deferred tax assets is dependent upon the generation of future taxable income or the existence of sufficient taxable income within the loss carryback period. A valuation allowance is recognized when it is more likely than not that some portion of the deferred tax assets will not be realized. In assessing the need for a valuation allowance, management considers the scheduled reversal of the deferred tax liabilities, the level of historical taxable income and projected future taxable income over the periods in which the temporary differences comprising the deferred tax assets will be deductible. Based on its assessment, management determined that no valuation allowance is necessary.

(10) PENSION PLAN AND OTHER BENEFIT PLANS

The Corporation has a noncontributory defined benefit pension plan covering substantially all employees. The plan's defined benefit formula generally bases payments to retired employees upon their length of service multiplied by a percentage of the average monthly pay over the last five years of employment.

The following table presents (1) change in the plan's projected benefit obligation and plan assets, and (2) the plan's funded status reconciled with amounts recognized in the Corporation's consolidated balance sheet at December 31, 2000 and 1999:

	2000	1999
Changes in projected benefit obligation:
Projected benefit obligation at beginning of year	$ 13,021,081	14,549,204
Service cost	297,927	320,308
Interest cost	990,817	986,425
Plan amendments	-	384,407
Actuarial loss (gain)	607,380	(2,335,605)
Benefits paid	(919,183)	(883,658)
Projected benefit obligation at end of year	$ 13,998,022	13,021,081
Changes in fair value of plan assets:
Fair value of plan assets at beginning of year	20,423,565	19,209,845
Actual return on plan assets	(108,791)	2,135,378
Expenses paid	(40,570)	(38,000)
Benefits paid	(919,183)	(883,658)
Fair value of plan assets at end of year	$ 19,355,021	20,423,565
Funded status:
Plan assets in excess of projected benefit obligation at end of year	5,356,999	7,402,484
Unrecognized net transition obligation being recognized over 10 years	490,014	559,902
Unrecognized prior service cost	721,391	796,207
Unrecognized net actuarial gain	(5,595,059)	(8,398,893)
Prepaid pension cost	$ 973,345	359,700

Net periodic pension income in 2000, 1999 and 1998 is comprised of the following:

	2000	1999	1998
Service cost, benefits earned during the year	$ 297,927	320,308	359,955
Interest cost on projected benefit obligation	990,817	986,425	921,621
Expected return on plan assets	(1,499,853)	(1,437,813)	(1,395,769)
Net amortization and deferral	(402,536)	(272,260)	(89,848)
Net periodic pension income	($ 613,645)	(403,340)	(204,041)

The principal actuarial assumptions used in determining the projected benefit obligation as of December 31, 2000, 1999 and 1998 were as follows:

	2000	1999	1998
Discount rate	7.50%	8.00%	6.75%
Expected long-term rate of return on assets	7.50%	7.50%	8.50%
Assumed rate of future compensation increase	5.00%	5.00%	5.00%

The plan's assets at December 31, 2000 and 1999, are invested in common and preferred stocks, U.S. Government securities, corporate bonds and notes, and mutual funds.

The Corporation also sponsors a defined contribution profit sharing, savings and investment plan which covers all employees with a minimum of 1,000 hours of annual service. The Corporation matches at the rate of 50% of the first 6% of an eligible employee's current earnings. Expense under the plan totaled $681,193, $620,279, and $633,019 for the years ended December 31, 2000, 1999 and 1998, respectively.

The Corporation sponsors a defined benefit health care plan that provides postretirement medical, dental and prescription drug benefits to full-time employees who meet minimum age and service requirements. Postretirement life insurance benefits are also provided to certain employees who retired prior to July 1981. The plan is contributory, with retiree contributions adjusted annually, and contains other cost sharing features such as deductibles and coinsurance. The accounting for the plan anticipates future cost-sharing changes to the written plan that are consistent with the Corporation's expressed intent to increase the retiree contribution rate annually for the expected general inflation rate for that year.

The following table presents (1) changes in the plan's accumulated postretirement benefit obligation and (2) the plan's funded status reconciled with amounts recognized in the Corporation's consolidated balance sheet at December 31, 2000 and 1999:

Changes in accumulated postretirement benefit obligation:	2000	1999
Accumulated postretirement benefit obligation at beginning of year	$ 2,543,000	2,214,000
Service cost	23,000	42,000
Interest cost	181,000	174,000
Participant contributions	88,340	70,320
Plan amendments	-	422,000
Actuarial gain	(74,829)	(145,234)
Benefits paid	(320,094)	(234,086)
Accumulated postretirement benefit obligation at end of year	$ 2,440,417	2,543,000
Accrued postretirement benefit cost:
Unfunded postretirement benefit obligation end of year	($2,440,417)	(2,543,000)
Unrecognized prior service cost	380,000	408,000
Unrecognized net actuarial loss	133,669	208,498
Accrued postretirement benefit cost at end of year, included in other liabilities	($1,926,748)	(1,926,502)

The components of net periodic post-retirement benefit cost for the years ended December 31, 2000, 1999 and 1998 are as follows:

	2000	1999	1998
Service cost	$ 23,000	42,000	42,000
Interest cost	181,000	174,000	144,000
Net amortization and deferral	28,000	22,000	-
Net periodic postretirement benefit cost	$232,000	238,000	186,000

The postretirement benefit obligation was determined using a discount rate of 7.50% for 2000 and 8.00% for 1999. The assumed health care cost trend rate used in measuring the accumulated postretirement benefit obligation initially ranged from 7.3% to 7.9% in 2000, depending on the specific plan, and was decreased to 5.5% in the year 2005 and thereafter, over the projected payout of benefits. The health care cost trend rate assumption can have a significant effect on the amounts reported. If the health care cost trend rate was increased one percent in each year, the accumulated postretirement benefit obligation as of December 31, 2000, would have increased by 4.9%, and the aggregate of service and interest cost would have increased by 4.4%. If the health care cost trend rate was decreased one percent in each year, the accumulated postretirement benefit obligation as of December 31, 2000, would have decreased by 4.4%, and the aggregate of service and interest cost would have decreased by 3.9%. However, the plan limits the increase in the Corporation's annual contributions to the plan for most participants to the increase in base compensation for active employees.

The Corporation also sponsors an Executive Supplemental Pension Plan for certain current and former executive officers to restore certain pension benefits that may be reduced due to limitations under the Internal Revenue Code. The benefits under this plan are unfunded and as of December 31, 2000 and 1999, the projected benefit obligation was $555,936 and $437,380, respectively. As of December 31, 2000 and 1999, the Corporation had an accrued benefit liability of $262,777 and $220,708, respectively, related to this plan. The Corporation recorded an expense of $62,989, $44,138 and $14,170 related to this plan during 2000, 1999 and 1998, respectively.

(11) RELATED PARTY TRANSACTIONS

Members of the Board of Directors, certain Corporation officers, and their immediate families directly, or through entities in which they are principal owners (more than 10% interest), were customers of, and had loans and other transactions with, the Corporation in the ordinary course of business. All loans and commitments included as part of such transactions were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons. These loans and commitments, which did not involve more than normal risk of collectibility or present other unfavorable features, are summarized as follows for the years ended December 31, 2000 and 1999:

	2000	1999
Balance at beginning of year	$ 7,218,807	7,557,687
Additions	85,567,181	24,824,104
Amounts collected	(77,647,228)	(25,162,984)
Balance at end of year	$15,138,760	7,218,807

(12) EXPENSES

The following expenses, which exceeded 1% of total revenues (total interest income plus other operating income) in at least one of the years presented, are included in other operating expenses:

	2000	1999	1998
Data processing services	$2,176,368	1,979,254	1,618,091
Advertising	708,449	646,594	398,208
Amortization of intangible assets	587,302	587,303	587,303

(13) COMMITMENTS AND CONTINGENCIES

In the normal course of business, there are outstanding various commitments and contingent liabilities, such as commitments to extend credit, which are not reflected in the accompanying consolidated financial statements. Commitments to outside parties under standby letters of credit, unused portions of lines of credit, and commitments to fund new loans totaled $2,538,946, $121,482,176 and $9,516,697, respectively, at December 31, 2000. Commitments to outside parties under standby letters of credit, unused portions of lines of credit, and commitments to fund new loans totaled $3,306,032, $118,164,973 and $8,074,147, respectively, at December 31, 1999. Because many commitments and almost all standby letters of credit expire without being funded in whole or in part, the contract amounts are not estimates of future cash flows. Loan commitments and unused lines of credit have off balance sheet credit risk because only origination fees are recognized on the consolidated balance sheet until commitments are fulfilled or expire. The credit risk amounts are equal to the contractual amounts, assuming the amounts are fully advanced and collateral or other security is of no value. The Corporation does not anticipate losses as a result of these transactions. These commitments also have off balance sheet interest rate risk in that the interest rate at which these commitments were made may not be at market rates on the date the commitments are fulfilled.

At December 31, 2000, the Corporation had outstanding commitments totaling $956,698 to fund equity investments in small business investment companies.

The Corporation has employment contracts with certain of its senior officers, which expire at various dates through 2003 and may be extended on a year-to-year basis.

In the normal course of business, there are various outstanding legal proceedings. In the opinion of management, the aggregate amount involved in such proceedings is not material to the financial condition or results of operations of the Corporation.

(14) SHAREHOLDERS' EQUITY

Under Federal Reserve regulations, the Bank is limited to the amount it may loan to the Corporation, unless such loans are collateralized by specific obligations. At December 31, 2000, the maximum amount available for transfer from the Bank to the Corporation in the form of unsecured loans was $1,774,883. The Bank is also subject to legal limitations on the amount of dividends that can be paid to the Corporation without prior regulatory approval. Dividends are limited to retained net profits, as defined by regulations, for the current year and the two preceding years. At December 31, 2000, $11,575,713 was available for the declaration of dividends from the Bank to the Corporation.

(15) PARENT COMPANY FINANCIAL INFORMATION

Condensed parent company only financial statement information of Chemung Financial Corporation is as follows:

BALANCE SHEETS - DECEMBER 31	2000	1999
Assets:
Cash on deposit with subsidiary bank	$ 911,957	$ 29,669
Investment in subsidiary-Chemung Canal Trust Company	69,599,138	61,907,440
Investment in subsidiary-CFS Group	250,000	-
Dividends receivable	886,729	949,257
Securities available for sale, at estimated fair value	1,154,920	1,102,481
Other assets	2,422,256	2,188,718
Total assets	$75,225,000	$66,177,565
Liabilities and shareholders' equity:
Dividend payable	886,729	849,257
Other liabilities	26,756	16,425
Total liabilities	913,485	865,682
Shareholders' equity:
Total shareholders' equity	74,311,515	65,311,883
Total liabilities and shareholders' equity	$75,225,000	$66,177,565

STATEMENTS OF INCOME - YEARS ENDED DECEMBER 31

	2000	1999	1998
Interest and dividend income	$ 88,450	93,060	112,375
Other income	216,277	177,530	2,533
Dividends from subsidiary bank	4,918,121	4,496,546	3,137,387
Income before equity in undistributed earnings of subsidiary bank	5,222,848	4,767,136	3,252,295
Equity in undistributed earnings of subsidiary bank	3,692,888	3,759,448	4,126,662
Operating expenses	96,989	76,032	78,546
Income before income tax expense	8,818,747	8,450,552	7,300,411
Income tax expense	63,648	59,051	3,273
Net Income	$8,755,099	8,391,501	7,297,138

STATEMENTS OF CASH FLOWS - YEARS ENDED DECEMBER 31

	2000	1999	1998
Cash flows from operating activities:
Net Income	$8,755,099	8,391,501	7,297,138
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in undistributed earnings of subsidiary bank	(3,692,888)	(3,759,448)	(4,126,663)
Decrease (increase) in dividend receivable	62,528	(151,687)	(155,959)
Increase in other assets	(234,515)	(388,436)	(956,199)
Increase (decrease) in other liabilities	18,238	13,520	(9,685)
Distribution of restricted stock units for directors' deferred compensation plan	106,883	-	-
Net cash provided by operating activities	5,015,345	4,105,450	2,048,632
Cash flow from investing activities:
Investment in subsidiary CFS Group	(250,000)	-	-
Purchase of securities available for sale	(49,992)	-	-
Net cash used in investing activities	(299,992)	-	-
Cash flow from financing activities:
Cash dividends paid	(3,435,952)	(2,944,859)	(2,681,428)
Purchase of treasury stock	(397,113)	(1,464,675)	(984,284)
Sale of treasury stock	-	-	67,378
Net cash used in financing activities	(3,833,065)	(4,409,534)	(3,598,334)
Increase (decrease) in cash and cash equivalents	882,288	(304,084)	(1,549,702)
Cash and cash equivalents at beginning of year	29,669	333,753	1,883,455
Cash and cash equivalents at end of year	$ 911,957	29,669	333,753

(16) FAIR VALUES OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used to estimate the fair value of each class of financial instruments:

Short-Term Financial Instruments

For those short-term instruments that generally mature in ninety days or less, the carrying value approximates fair value.

Securities

Fair values for securities are based on either 1) quoted market prices, 2) dealer quotes, 3) a correspondent bank's pricing system, or 4) discounted cash flows to maturity. For certain securities, such as equity investments in the FHLB and Federal Reserve Bank, and non-marketable obligations of political subdivisions, fair value is estimated to approximate amortized cost.

Loans Receivable

For variable-rate loans that reprice frequently, fair values approximate carrying values. The fair values for other loans are estimated through discounted cash flow analysis using interest rates currently being offered for loans with similar terms and credit quality.

Deposits

The fair values disclosed for demand deposits, savings accounts and money market accounts are, by definition, equal to the amounts payable on demand at the reporting date (i.e., their carrying values).

The fair value of fixed maturity certificates of deposits is estimated using a discounted cash flow approach that applies interest rates currently being offered on certificates to a schedule of weighted average expected monthly maturities on time deposits.

Securities Sold Under Agreements to Repurchase (Repurchase Agreements)

These instruments bear both variable and stated rates of interest. Therefore, the carrying value approximates fair value for the variable rate instruments and stated rate instruments are based on discounted cash flows to maturity.

Federal Home Loan Bank Advances

These instruments bear a stated rate of interest to maturity and therefore the fair value is based on discounted cash flows to maturity.

Commitments to Extend Credit

The fair value of commitments to extend credit is based on fees currently charged to enter into similar agreements, the counterparty's credit standing and discounted cash flow analysis. The fair value of these commitments to extend credit approximates the recorded amounts of the related fees and is not material at December 31, 2000 and 1999.

Accrued Interest Receivable and Payable

For these short term instruments, the carrying value approximates fair value.

The estimated fair value of the Corporation's financial instruments as of December 31, 2000 and 1999 are as follows (dollars in thousands):

	2000		1999
Financial assets:	Carrying Amount	Estimated Fair Value (1)	Carrying Amount	Estimated Fair Value (1)
Cash and due from banks	$ 26,726	26,726	30,926	30,926
Interest-bearing deposits	1,438	1,438	1,146	1,146
Securities	229,273	229,481	235,990	235,990
Net loans	389,864	389,914	355,298	350,624
Accrued interest receivable	4,266	4,266	4,143	4,143
Financial liabilities:
Deposits:
Demand, savings, NOW and insured money market accounts	$284,525	284,525	278,476	278,476
Time deposits	226,863	228,167	203,298	202,791
Repurchase agreements	49,407	49,768	49,946	49,610
Federal Home Loan Bank advances	33,400	33,104	49,700	49,239
Accrued interest payable	2,127	2,127	1,610	1,610
Dividends payable	887	887	849	849

(1) Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgement and, therefore, can not be determined with precision. Changes in assumptions could significantly affect the estimates.

(17) REGULATORY CAPITAL REQUIREMENTS

The Corporation and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory -- and possibly additional discretionary -- actions by regulators that, if undertaken, could have a direct material effect on the consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank's assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Corporation and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier 1 capital to risk-weighted assets, and of Tier 1 capital to average assets (all as defined in the applicable regulations). Management believes that, as of December 31, 2000 and 1999, the Corporation and the Bank met all capital adequacy requirements to which they were subject.

As of December 31, 2000, the most recent notification from the Federal Reserve Bank of New York categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized the Bank must maintain minimum total risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in the table below. There have been no conditions or events since that notification that management believes have changed the Bank's or the Corporation's capital category.

The actual capital amounts and ratios of the Corporation and the Bank are presented in the following table:

	Actual			Required To Be Adequately Capitalized				Required To Be Well Capitalized
	Amount	Ratio		Amount		Ratio		Amount		Ratio
As of December 31, 2000
Total Capital(to Risk Weighted Assets):
Consolidated	$70,320,895	16.72%	>	$33,644,058	>	8.00%	>	$42,055,073	>	10.00%
Bank	$65,630,113	15.74%	>	$33,360,761	>	8.00%	>	$41,700,951	>	10.00%
Tier 1 Capital(to Risk Weighted Assets):
Consolidated	$65,613,026	15.60%	>	$16,822,029	>	4.00%	>	$25,233,044	>	6.00%
Bank	$60,922,244	14.61%	>	$16,680,380	>	4.00%	>	$25,020,571	>	6.00%
Tier 1 Capital(to Average Assets):
Consolidated	$65,613,026	9.91%	>	$19,860,783	>	3.00%	>	$33,101,305	>	5.00%
Bank	$60,922,244	9.25%	>	$19,759,072	>	3.00%	>	$32,931,787	>	5.00%
As of December 31, 1999
Total Capital(to Risk Weighted Assets):
Consolidated	$64,639,014	16.56%	>	$31,228,519	>	8.00%	>	$39,035,648	>	10.00%
Bank	$61,254,697	15.82%	>	$30,967,904	>	8.00%	>	$38,709,879	>	10.00%
Tier 1 Capital(to Risk Weighted Assets):
Consolidated	$59,973,921	15.36%	>	$15,614,259	>	4.00%	>	$23,421,389	>	6.00%
Bank	$56,589,604	14.62%	>	$15,483,952	>	4.00%	>	$23,225,928	>	6.00%
Tier 1 Capital(to Average Assets):
Consolidated	$59,973,921	9.49%	>	$18,952,873	>	3.00%	>	$31,588,122	>	5.00%
Bank	$56,589,604	9.00%	>	$18,861,294	>	3.00%	>	$31,435,490	>	5.00%

EX-21

EXHIBIT F

CHEMUNG FINANCIAL CORPORATION

Subsidiary List

Name	State of Incorporation
Chemung Canal Trust Company	New York
CFS Group, Inc.	New York

EX-22

EXHIBIT G

NOTICE OF ANNUAL MEETING, PROXY STATEMENT

DATED APRIL 6, 2001, AND PROXY FORM

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April 6, 2001



Dear Shareholder:

You are cordially invited to attend our Annual Meeting of Shareholders at 7:00 p.m. on Thursday, May 10, 2001, at the Clemens Center in Elmira, New York. Parking will be available in the Chemung Canal Trust Company main lot or in the parking garage located on Gray Street.

In addition to the formal items of business, we will review your Company's financial performance during 2000, discuss this year's first quarter results and plans for 2001, and answer questions from our shareholders. Following the meeting, our officers and staff look forward to enjoying conversation and refreshments with those of you who are able to attend.

It is important for you to be represented at the meeting, whether or not you plan to attend. Please mark, sign and date the enclosed proxy card and return it in the enclosed envelope.

Sincerely yours,



Jan P. Updegraff
President and
Chief Executive Officer

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NOTICE OF 2001 ANNUAL MEETING OF SHAREHOLDERS

One Chemung Canal Plaza
P.O. Box 1522
Elmira, New York 14902

Parent Company of Chemung Canal Trust Company
Date/Time:		7:00 p.m. on Thursday, May 10, 2001
Place:		Clemens Center 116 East Gray Street Elmira, NY 14901
Items of Business:	(1)	Election of five directors, and
	(2)	Transacting other business properly brought before the meeting.
Who May Vote:		Shareholders of record as of March 23, 2001.
Annual Report & Proxy Statement:		Copies of the 2000 Annual Report & Proxy Statement are enclosed.
Date of Mailing:		This Notice and the Proxy Statement are being mailed to stockholders on or about April 6, 2001.
		BY ORDER OF THE BOARD OF DIRECTORS Jane H. Adamy, Secretary
April 6, 2001.

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TABLE OF CONTENTS

Questions About the Meeting	5
Election of Directors and Nominee Biographies	7
Standing Director Biographies	8
Security Ownership of Certain Beneficial Owners & Management	10
Personnel Committee Report on Executive Compensation	14
Executive Officers	15
Executive Compensation	16
Pension Plans & Employment Contracts	17
Comparative Return Performance Graph	19
Board of Directors Information	20
Audit Committee Report	21
Other Information	22
Director Business Relationships	23
Section 16(a) Beneficial Ownership Reporting	23
Appendix A	24

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QUESTIONS ABOUT THE MEETING
What do I need to know about Chemung Financial Corporation and Chemung Canal Trust Company?

Chemung Canal Trust Company (the "Bank") is the wholly owned banking subsidiary of Chemung Financial Corporation (the "Corporation"), and unless otherwise stated, financial and other information is presented on a consolidated basis.

What am I voting on?

You are voting on the re-election of five directors to the Corporation's Board of Directors.

Who may vote?

You may vote if you owned the Corporation's stock at the close of business on March 23, 2001. As of March 16, 2001, there were 3,978,949 shares of common stock outstanding.

How do I vote?

Please vote by signing, dating, and returning each proxy card you receive in the prepaid envelope. Also, indicate in the space provided on the proxy card if you plan to attend the meeting.

Can I change my mind after indicating my vote and returning the proxy card?

Yes. You may change your vote any time before the polls close at or before the annual meeting by:

(a)	signing and returning another proxy card indicating a later date; or
(b)	attending the annual meeting and voting in person; or
(c)	revoking your proxy by notifying the Corporate Secretary in writing.

What if I return my proxy card but do not provide voting instructions?

Properly signed proxies received without voting instructions will be voted FOR the nominee directors.

How are votes counted?

Each share of Common Stock is entitled to one vote. There are no cumulative voting rights. Nominees for director will be elected by a plurality of votes cast. Any other matter requires the affirmative vote of a majority of votes cast except as otherwise provided in the Corporation's Certificate of Incorporation or By-laws. Only shares voted in favor of a nominee will be counted toward the achievement of plurality. Votes withheld (including broker non-votes) and abstentions are counted as present for the purpose of determining a quorum but are not counted as votes cast.


Who pays for the solicitation of proxies?

The cost of soliciting proxies will be borne by the Corporation. In addition to solicitations by mail, some of the directors, officers, and regular employees of the Corporation and the Bank may conduct additional solicitations by telephone and personal contacts without additional remuneration. American Stock Transfer & Trust Company, the Corporation's transfer agent, will aid the Corporation in the solicitation of proxies and proxy vote tabulations. If you hold your stock in "street" name, the transfer agent will request the appropriate nominees, brokerage houses, custodians and fiduciaries to forward soliciting material to you at the Corporation's expense.

What is the deadline for submitting shareholder proposals?

Shareholders desiring to present proposals in next year's proxy statement and at the 2002 Annual Meeting of Shareholders, including director nominations, must submit their proposal to the Corporate Secretary on or before December 4, 2001. Each shareholder proposal must comply with the rules and regulations of the Securities and Exchange Commission in order to be included in next year's proxy statement.

Who are the Corporation's independent accountants?

The accounting firm of KPMG LLP has acted as the Corporation's independent auditors and accountants since 1990, and the directors have appointed KPMG LLP to continue in service throughout 2001. Representatives of KPMG LLP will be present at the Annual Meeting to answer your questions.

Is there any other business to come before the meeting?

Management knows of no other business to be presented for consideration, other than the election of five directors. If other matters are properly presented, the proxies intend to vote in accordance with their best judgment.

How do I obtain an Annual Report on Form 10-K?

You may obtain a copy of Chemung Financial Corporation's 2000 Annual Report on Form 10-K filed with the Securities and Exchange Commission without charge if you would like more detailed information concerning the Corporation. To obtain a copy, write to: Jane H. Adamy, Vice President & Secretary, Chemung Canal Trust Company, One Chemung Canal Plaza, P. O. Box 1522, Elmira, NY 14902, or e-mail your request to our website: www.chemungcanal.com.

ELECTION OF DIRECTORS AND NOMINEE BIOGRAPHIES


Who are the nominees this year?

Robert H. Dalrymple, Frederick Q. Falck, Ralph H. Meyer, Richard W. Swan and William A. Tryon have each been nominated for election to the Corporation's Board of Directors. If elected, each nominee will hold the office of director for three years or until attainment of age 72.


What are the backgrounds of this year's nominees?

ROBERT H. DALRYMPLE,Age 50, Director since 1995
	Secretary of Dalrymple Holding Corporation, a parent company for several construction materials and highway construction companies. Mr. Dalrymple is the brother of David J. Dalrymple, also a Director of the Corporation.
FREDERICK Q. FALCK,Age 52, Director since 1997
	President of L.M. Trading Company, an agricultural investment corporation;
	Vice President of Arnot Realty Corporation;
	President and former Chairman of The Rathbone Corporation.
RALPH H. MEYER,Age 61, Director since 1985
	Retired since August 1, 1998.
	Formerly President and Chief Executive Officer of Guthrie Healthcare System, a vertically integrated health care delivery system.
RICHARD W. SWAN,Age 52, Director since 1985
	President of Swan & Sons-Morss Co., Inc., an insurance brokerage agency.
WILLIAM A. TRYON,Age 70, Director since 1987
	Chairman of the Board and Chief Executive Officer of Trayer Products, Inc., an automotive, truck and other industrial parts manufacturer;
	Chairman and former President of Perry & Carroll, Inc., an insurance brokerage agency;
	Formerly a Director of the Bank from 1964 to 1976.

STANDING DIRECTOR BIOGRAPHIES

What are the backgrounds of the directors not standing for election this year?

Directors with terms expiring in 2002		Directors with terms expiring in 2003
ROBERT E. AGAN,Age 62 Director since 1986		DAVID J. DALRYMPLE,Age 47 Director since 1993
	Chairman of the Board and Chief Executive Officer of Hardinge Inc., a worldwide machine tool manufacturer.		President of Dalrymple Holding Corporation, parent company for several construction materials and highway construction companies. Mr. Dalyrmple is the brother of Robert H. Dalrymple, also a Director of the Corporation.
STEPHEN M. LOUNSBERRY III,Age 47 Director since 1995		JOHN F. POTTER,Age 55 Director since 1991
	President of Applied Technology Manufacturing since July 17, 1996, a manufacturer of machined industrial and railroad component parts;		President of Seneca Beverage Corporation, a wholesale distributor of beer and water products.
	Formerly President of Moore & Steele Corp.
THOMAS K. MEIER,Age 60 Director since 1988		WILLIAM C. UGHETTA,Age 68 Director since 1985
	President of Elmira College.		Lawyer, of Counsel to the law firm of Sayles & Evans.
			Formerly Senior Vice President and General Counsel of Corning Incorporated, a diversified manufacturing company.
			Director of Covance, Inc.
			Director of GlobalLift Technologies, Inc.
CHARLES M. STREETER, JR.,Age 61 Director since 1985		JAN P. UPDEGRAFF,Age 58 Director since 1996
	President of Streeter Associates, Inc., a general building contractor.		President and Chief Executive Officer of the Corporation and Bank.
			Formerly Vice President and Treasurer of the Corporation and Chief Operating Officer and Executive Vice President of the Bank.
NELSON MOOERS VAN DEN BLINKAge 66, Director since 1985
	Chairman of the Board, Chief Executive Officer and Treasurer of The Hilliard Corporation, a motion control equipment, oil reclaimer and filter manufacturer.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS & MANAGEMENT The following table shows how much of the Corporation's common stock is owned by directors, named executive officers and owners of more than five percent of our outstanding stock as of February 28, 2001.
Name of Beneficial Owner (and address if Ownership Exceeds 5%)	Amount & Nature of Stock Beneficially Owned	Percent of Shares Outstanding*
Chemung Canal Trust Company One Chemung Canal Plaza Elmira, NY 14902	570,7741	14.2%
Chemung Canal Trust Company Profit-Sharing, Savings and Investment Plan One Chemung Canal Plaza Elmira, NY 14902	374,3372	9.9%
David J. Dalrymple 2105 South Broadway Pine City, NY 14871	625,4913, 5	15.5 %
Robert H. Dalrymple 2105 South Broadway Pine City, NY 14871	595,3244, 5	14.8%
Robert E. Agan	14,4346	*
James E. Corey III	7,7857	*
Jerome F. Denton	7,9607	*
Frederick Q. Falck	130,0536, 8	3.2%
Stephen M. Lounsberry III	22,0476	*
Thomas K. Meier	8,7036	*

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS & MANAGEMENT
Name of Beneficial Owner (and address if Ownership Exceeds 5%)		Amount & Nature of Stock Beneficially Owned	Percent of Shares Outstanding*
Ralph H. Meyer		15,7796	*
John F. Potter		31,7746, 9	*
Charles M. Streeter, Jr.		14,6306	*
Richard W. Swan		71,68410	1.8%
William A. Tryon		23,74611	*
William C. Ughetta		51,1456	*
Jan P. Updegraff		10,1737	*
Nelson Mooers van den Blink		3,630	*
All Directors, Nominees and Executive Officers as a group (22 persons)		1,141,67312	28.3%
*	Unless otherwise noted, less than 1%.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS & MANAGEMENT (Continued)
FOOTNOTES
1	Held by the Bank in various fiduciary capacities, either alone or with others. Includes 23,129 shares held with sole voting and dispositive powers, 547,645 shares held with shared power to vote and 350,552 shares held with shared dispositive power. Shares held in a co-fiduciary capacity by the Bank are voted by the co-fiduciary in the same manner as if the co-fiduciary were the sole fiduciary. Shares held by the Bank as sole trustee will be voted by the Bank only if the trust instrument provides for voting of the shares at the direction of the grantor or a beneficiary and the Bank actually receives voting instructions.
2	The Plan participants instruct the Bank as trustee how to vote these shares. If a participant fails to instruct the voting of the shares, the Bank votes these shares in the same proportion as it votes all of the shares for which it receives voting instructions. Plan participants have dispositive power over these shares subject to certain restrictions.
3	Includes 94,347 shares held directly, 3,808 shares held as custodian for Mr. Dalrymple's children, 448,510 shares held by the Dalrymple Family Limited Partnership of which David J. Dalrymple and Robert H. Dalrymple are sole general partners, and 78,316 shares held by Dalrymple Holding Corporation, of which David J. Dalrymple and Robert H. Dalrymple are officers, directors and principal shareholders. Excludes 7,176 shares held by Mr. Dalrymple's spouse as to which Mr. Dalrymple disclaims beneficial ownership. See footnote 5.
4	Includes 64,690 shares held directly, 3,808 shares held as custodian for Mr. Dalrymple's children, 448,510 shares held by the Dalrymple Family Limited Partnership of which David J. Dalrymple and Robert H. Dalrymple are sole general partners, and 78,316 shares held by Dalrymple Holding Corporation of which David J. Dalrymple and Robert H. Dalrymple are officers, directors and principal shareholders. Excludes 4,245 shares held by Mr. Dalrymple's spouse as to which Mr. Dalrymple disclaims beneficial ownership. See footnote 5.
5	Excludes 30,230 shares held by Susquehanna Supply Company of which David J. Dalrymple and Robert H. Dalrymple each own 23.1% of the outstanding common stock. Because of the definition of "beneficial ownership" under Section 13 of The Exchange Act, David and Robert Dalrymple are each listed as beneficial owners of 526,826 of the same shares. Without such multiple counting, David and Robert Dalrymples' aggregate beneficial ownership would equal 17% of the Corporation's outstanding shares.
6	Includes shares that Messrs. Agan (13,534), Falck (2,511), Lounsberry (5,060), Meier (1,703), Meyer (10,559), Potter (10,669), Streeter (5,040), and Ughetta (6,455) have credited to their accounts in memorandum unit form under the Corporation's Deferred Directors Fee Plan. The deferred fees held in memorandum unit form will be paid solely in shares of the Corporation's Common Stock pursuant to the terms of the Plan and the election of the Plan participants. Shares held in memorandum unit form under the Plan have no voting rights.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS & MANAGEMENT (Continued)
FOOTNOTES
7	Includes all shares of Common Stock of the Corporation held for the benefit of each Executive Officer by the Bank as trustee of the Bank's Profit-Sharing, Savings and Investment Plan. Messrs. Updegraff, Corey and Denton have an interest in 9,757, 5,104, and 6,647 such shares held by the Plan, respectively.
8	Includes 1,200 shares held directly and 126,342 shares held indirectly in Mr. Falck's capacity as a co-trustee and/or income beneficiary in various trusts. Excludes 144,113 shares owned by The Rathbone Corporation of which Mr. Falck is an officer and director.
9	Includes 13,403 shares owned by Seneca Beverage Corporation, of which Mr. Potter is an officer, director and principal shareholder.
10	Includes 11,700 shares owned by Swan & Sons-Morss Co., Inc., of which Mr. Swan is an officer, director and one of the principal shareholders, 33,255 shares held in trusts over which Mr. Swan has voting and dispositive power, and 463 shares held by Mr. Swan as custodian for his minor children. Does not include 4,316 shares held by others as trustees for a trust of which Mr. Swan is an income beneficiary or 4,236 shares held by Mr. Swan's spouse as to which Mr. Swan disclaims beneficial ownership.
11	Excludes 7,175 shares held by Mr. Tryon's spouse as to which Mr. Tryon disclaims beneficial ownership.
12	Does not include 31,089 shares owned by spouses of certain officers and directors as to which shares such officers and directors disclaim beneficial ownership. Does not include 526,826 shares included under each of David J. and Robert H. Dalrymple (see footnote 5). Also does not include 90 shares of preferred stock owned by directors, certain officers and their spouses of CCTC Funding Corp., a subsidiary of the Bank, a Real Estate Investment Trust under the Internal Revenue Code.

PERSONNEL COMMITTEE REPORT ON EXECUTIVE COMPENSATION OF MANAGEMENT

The Personnel Committee of the Board of Directors furnishes the following report on executive compensation:

What is our philosophy of executive compensation?

Under the supervision of the Committee (comprised entirely of outside directors), the Corporation has developed and implemented compensation policies that seek to enhance the profitability of the Bank and the Corporation, thus enhancing shareholder value. The executive compensation program consists of base pay, an annual management incentive bonus, and a long-term incentive bonus. The Committee feels that this philosophy provides fair and competitive compensation that attracts and retains well-qualified executives.

How is the Chief Executive Officer compensated?

The Board of Directors, upon recommendation of the Committee, sets the annual compensation of the Chief Executive Officer. The recommendation of the Committee follows substantial review of comparative information including executive compensation for similarly situated banks and bank holding companies. Key criteria include Return on Average Tier I Equity, Return on Average Assets and dividend performance. The Committee determined that the performance of the Bank was well within the range reported by its peers and that the compensation paid by the Bank was appropriate in comparison to the peer group. Incentive bonus payments to the CEO, based upon performance relative to goals, are determined at year-end. The Committee approved an incentive bonus of $40,000 for Mr. Updegraff based upon 2000 performance.

How are other executive officers compensated?

In recommending to the Board of Directors the compensation and bonuses of the executive vice presidents and auditor, the Committee reviews a recommendation by the CEO that is based on a number of factors including individual and organizational performance, merit increases and responsibility levels.

Based on their evaluation, the Committee believes that the executive management of the Corporation is achieving significant improvements in long-term financial performance. The compensation policies, plans and programs implemented by the Committee are contributing to this management focus.

Thomas K. Meier, Chairman	Frederick Q. Falck	William A. Tryon
Robert E. Agan	Ralph H. Meyer	William C. Ughetta
David J. Dalrymple	Richard W. Swan

EXECUTIVE OFFICERS

Who were the executive officers of the Corporation and the Bank during 2000?

Name		Age		Position (served since)
Jan P. Updegraff		58		President and Chief Executive Officer of the Corporation and the Bank (1998); formerly President and Chief Operating Officer of the Corporation and the Bank (1996); and Vice President and Treasurer of the Corporation and Executive Vice President of the Bank (1990).
James E. Corey III		54		Vice President of the Corporation (1993) and Executive Vice President of the Bank (1998); formerly Senior Vice President of the Bank (1993).
Jerome F. Denton		49		Vice President of the Corporation (1997); formerly Secretary (1986); Executive Vice President of the Bank (1998); formerly Senior Vice President of the Bank (1996).
Thomas C. Karski	55		Vice President of the Corporation (1998) and Senior Vice President of the Bank (1998); formerly Vice President of the Bank (1987).
Joseph P. Manning	62		Vice President of the Corporation (1998) and Senior Vice President of the Bank (1998); formerly Vice President of the Bank (1993).
John R. Battersby, Jr.	50		Senior Vice President, Chief Financial Officer of the Bank (1998); Treasurer of the Corporation and the Bank (1995); formerly Vice President of the Bank (1995).
Jane H. Adamy	50		Secretary of the Corporation (2000) and Vice President and Secretary of the Bank (2000); formerly Vice President of the Bank (1998) and Senior Trust Officer (1993).

EXECUTIVE COMPENSATION

Who are the named executive officers whose compensation exceeds $100,000 for 2000?

Summary Compensation Table
					Annual Compensation
Name and Principal Position Held			Year		Salary($)		Bonus($)1		All Other Compensation($)2
Jan P. Updegraff President and Chief Executive Officer of the Corporation and the Bank			2000 1999 1998		226,923 192,692 175,577		40,000 55,000 40,000		10,470 10,019 10,513
James E. Corey III Vice President of the Corporation and Executive Vice President of the Bank		2000 1999 1998		104,852 97,052 91,210		14,500 27,000 12,000		8,516 7,931 8,096
Jerome F. Denton Vice President of the Corporation and Executive Vice President of the Bank			2000 1999 1998		96,854 89,646 81,312		12,500 25,000 10,600		8,276 7,708 7,799
1	Includes amounts allocated for the year indicated, whether paid or deferred, under both the Bank-Wide and Management Incentive Bonus Plans.
2	Includes amounts allocated for the year indicated under the Bank's Profit-Sharing, Savings and Investment Plan.
	NOTE: The officers of the Corporation are not separately compensated for services rendered to the Corporation.

PENSION PLANS & EMPLOYMENT CONTRACTS

Pension Plans

The following table shows the estimated annual retirement benefits payable from the Chemung Canal Trust Company Pension and Executive Supplemental Pension Plans, based upon a straight-life annuity form of payment, payable on retirement at age 65, and assuming final average earnings as shown. Employees vest fully following 5 years of service, normal retirement age is 65, and reduced benefit payments are available for early retirement at or after age 55.

Average Annual Compensation	15	20	25	30	351
$100,000	24,328	32,437	40,546	47,655	54,765
$120,000	29,878	39,837	49,796	58,556	67,315
$150,000	38,203	50,937	63,671	74,906	86,140
$190,000	49,303	65,737	82,171	96,705	111,240
$200,000	52,078	69,437	86,796	102,156	117,515
1 Maximum number of years allowed under the terms of the Pension Plan.

The Pension Plan provides an annual benefit of 1.2% for each year of credited service to a maximum of 25 years; and, for each additional year to a maximum of 10 years, 1% of the above average annual compensation (exclusive of bonuses); plus, for each year of credited service to a maximum of 35 years, 0.65% of average compensation in excess of the average of the taxable wage base in effect under Section 230 of the Social Security Act for each year in the 35-year period ending with the year in which the participant attains Social Security retirement age. The average taxable wage base was $35,100 for a participant attaining age 65 in 2000.

The named executive officers of the Corporation and the Bank had the following credited full years of service under the Plan as of December 31, 2000: Jan P. Updegraff--30, James E. Corey III--13, and Jerome F. Denton--28.

The Bank's non-qualified Executive Supplemental Pension Plan provides a benefit equal to the benefit which would have been paid under the terms of the Bank's Pension Plan without regard to limitations under the Internal Revenue Code. From time to time the Board of Directors may select executives as participants in the plan. Currently, Mr. Updegraff is the only active employee participating.

Employment Contracts
The Bank has employment contracts with twenty-five of its senior officers, all vice president level and above. The contracts provide that in the event of termination of any of these officers' employment without cause, the officer shall continue to receive his or her salary at the level then existing and the customary fringe benefits which he or she is then receiving for a period ending December 31, 2002, except for Mrs. Melinda Sartori, Mrs. Marcia Scanlin, Ms. Linda M. Struble, and Messrs. Battersby, Corey, Denton, Karski, Manning, Updegraff and Ward whose guaranteed terms end December 31, 2003. The contracts further provide that they may be extended by the Board of Directors on a year-to-year basis and also may be terminated for cause upon thirty days' notice.

COMPARATIVE RETURN PERFORMANCE GRAPH

Comparison of Five-Year Cumulative Total Returns For Fiscal Years
Ending December 31, 1996 - 2000 Among Chemung Financial Corporation,
CRSP Total Returns Index for NASDAQ Stock Market (US Companies) and
NASDAQ - Bank Stocks Index

(OMITTED GRAPHIC MATERIAL - SEE APPENDIX)

	1995	1996	1997	1998	1999	2000
Chemung Financial Corporation	100.00	126.28	160.59	221.05	209.78	176.95
CRSP NASDAQ Composite	100.00	123.04	150.69	212.51	394.92	237.62
NASDAQ - Bank Stocks	100.00	132.04	221.06	219.64	211.14	241.08

The cumulative total return includes (i) dividends paid and (ii) changes in the share price of the Corporation's Common Stock and assumes that all dividends were reinvested. The above graph assumes that the value of the investment in Chemung Financial Corporation and each index was $100 on December 31, 1996.

The CRSP Total Returns Index for NASDAQ Stock Market (US Companies) and Bank Stocks indices were obtained from the Center for Research in Security Prices (CRSP), University of Chicago, Chicago, Illinois.

BOARD OF DIRECTORS INFORMATION

How often did the Board meet during fiscal year 2000?

The Board of Directors of the Corporation held eleven scheduled and two special meetings and the Board of Directors of the Bank held twelve regularly scheduled meetings and two special meetings during the year ended December 31, 2000.

With the exception of Dr. Brooks, who attended 65% of the Corporation's board meetings and 67% of the total Corporation's and Bank's board and committee meetings, each director of the Corporation and the Bank attended at least 75% of the board and committee meetings of which they were members.

What standing Board Committees exist at the Bank?

The following table shows the standing Committees, membership of each, and number of meetings held in 2000.

Name	Executive	Loan	Trust & Employee Benefits	Portfolio	Audit	Personnel
Agan		X			X	X
Brooks**			X	X	X	X
D.J.Dalrymple	X*	X				X
R.H. Dalrymple	X	X			X
Falck	X	X				X
Lounsberry			X	X	X*
Meier	X		X			X*
Meyer			X*	X		X
Potter		X		X*	X
Streeter		X*		X	X
Swan	X	X				X
Tryon	X		X			X
Ughetta	X		X			X
Updegraff	X	X	X	X
Van den Blink	X		X		X
# of Meetings in 2000	6	12	12	4	3	5

*Committee Chair
**Retired 11/30/00

The Executive Committee may, subject to limitations under applicable law and the By-Laws, act on behalf of the Board whenever the Board is not in session. Actions taken will be reported at the next regular meeting of the Board.

The Loan Committee establishes policy for the Bank's lending functions as determined under applicable regulations and/or the By-Laws.


The Trust and Employee Benefits Committee passes on all questions of policy bearing upon the investment of trust funds and the general conduct of the estate, agency, and fiduciary business of the Bank. The Committee also has responsibility for the Bank's own benefit plans and reviews the trust and investment policies and performance.

The Portfolio Committee passes on all questions of policy relating to the oversight of the Bank's investment portfolio and internal administrative functions.

The Audit Committeeis composed of independent directors for which information regarding the functions performed by the Committee, its membership, and the number of meetings held during the fiscal year, is set forth in the "Audit Committee Report," included in this annual proxy statement. The Audit Committee is governed by a written charter approved by the Board of Directors. A copy of this charter is included in Appendix A.

The Personnel Committee is responsible for the nomination of officers and makes compensation recommendations for the president, executive vice presidents and the auditor.


How are Directors compensated?

Each non-employee director of the Bank receives an annual retainer of $5,000 and a fee of $300 for each meeting of the Board of Directors and its committees attended. The Chair of each committee receives $350 for each committee meeting attended. Only one fee is paid for attendance at meetings that serve both the Corporation and the Bank. Employee directors receive no fees for their services as Directors.

A Deferred Directors Fee Plan for non-employee Directors provides that Directors may elect to defer receipt of all or any part of their fees. Deferrals are credited with either interest compounded quarterly at the Applicable Federal Rate for short-term debt instruments or converted to units which appreciate or depreciate as would an actual share of the Corporation's common stock purchased on the deferral date. Cash deferrals will be paid in cash. Units will be paid in shares of common stock.

AUDIT COMMITTEE REPORT

The Chemung Financial Corporation Board of Directors' Audit Committee is comprised of six directors who are not officers of the Corporation. Under currently applicable rules, all members are considered independent. The Board of Directors has adopted a written charter for the Audit Committee, which is included as an Appendix to this Proxy Statement.

The Audit Committee held three meetings during 2000. The meetings were designed to facilitate and encourage private communication between the Audit Committee, the internal auditors and the Corporation's independent public accountants, KPMG LLP ("KPMG"). Management is responsible for the Company's internal controls and financial reporting process. The Audit Committee believes that management maintains an effective system of internal controls which results in fairly presented financial statements.

The Audit Committee has reviewed and discussed the Corporation's audited consolidated financial statements for the year ended December 31, 2000, with management and KPMG. The Audit Committee has also discussed with KPMG the matters required by Statement on Auditing Standards No. 61, Communication with Audit Committees. The Audit Committee has received from KPMG the written disclosures and the letter regarding KPMG's independence, as required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees. Fees for services provided by the independent accountants for the 2000 fiscal year are as follows: audit fees (including quarterly reviews) - $89,150; financial information systems design and implementation fees - none; and all other fees - $43,775. The Audit Committee discussed KPMG's independence with KPMG and has considered whether the non-audit services provided by KPMG during the year ended December 31, 2000, were compatible with maintaining KPMG's independence. The Audit Committee has concluded that the non-audit services provided do not impair the independence of KPMG.

Based on the Audit Committee's discussion with management and KPMG, and its review of the information described in the preceding paragraph, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in Chemung Financial Corporation's Annual Report on Form 10-K for the year ended December 31, 2000, for filing with the Securities and Exchange Commission. The Committee and the Board have also appointed KPMG as the Bank's and Corporation's independent auditors for 2001.

The Audit Committee of the Board of Directors of Chemung Financial Corporation:

Stephen M. Lounsberry III, Chairman	John F. Potter
Robert E. Agan	Charles M. Streeter, Jr.
Robert H. Dalrymple	Nelson Mooers van den Blink

OTHER INFORMATION

Some of the Bank's directors and officers, and entities with which they are associated, are customers of the Bank in the ordinary course of business and are indebted to the Bank. The Bank anticipates that some of these directors, officers and entities will continue to be customers of and indebted to the Bank on similar terms in the future. All loans to these individuals and entities are made in the ordinary course of business, involve no more than a normal risk of collectibility and are on substantially the same terms, including interest rates and collateral requirements, as those services provided for comparable transactions with unaffiliated persons and entities.

The Bank has purchased and paid for insurance from Continental Casualty Company providing for reimbursement of directors and officers of the Corporation and the Bank for their costs and expenses for claims based on "wrongful acts" in connection with their duties as directors or officers, including actions as fiduciaries of the Bank's Pension and Profit-Sharing Plans. This insurance coverage, expiring in April 2002, has an annual cost of $11,250.

DIRECTOR BUSINESS RELATIONSHIPS

The Bank retained Sayles & Evans, a law firm of which Mr. Ughetta is of counsel, for legal services during 2000 and expects to retain Sayles & Evans for legal services during the current year.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Corporation's directors, certain executive officers, and ten percent shareholders (collectively "Reporting Persons") to file with the Securities and Exchange Commission ("SEC") initial reports of ownership and changes in beneficial ownership (the "Reports"). SEC regulations require Reporting Persons to furnish the Corporation with copies of all Reports filed.

Based solely on review of the Reports furnished to the Corporation and written representation from the Reporting Persons that no other reports were required for the year ended December 31, 2000, the Corporation's Reporting Persons complied with these requirements except for one report not timely filed by Mr. Karski.

BY ORDER OF THE BOARD OF DIRECTORS


Jane H. Adamy
Secretary

Date:	April 6, 2001
	One Chemung Canal Plaza
	Elmira, New York 14902
	www.chemungcanal.com

APPENDIX A

CHEMUNG FINANCIAL CORPORATION
AUDIT COMMITTEE CHARTER

1. Purpose

The Audit Committee (the Committee) is appointed by the Board of Directors to assist the Board in fulfilling its oversight responsibilities over Chemung Financial Corporation and its wholly owned subsidiaries (hereafter collectively referred to as the Corporation). The Committee's primary duties and responsibilities are to:

Monitor the integrity of the Corporation's financial reporting process and systems of internal controls regarding financial reporting and compliance with legal and regulatory requirements.

Monitor the independence and performance of the Corporation's independent auditors and internal auditing department.

Provide an avenue of communication among the independent auditors, management, the internal auditing department, and the Board of Directors.


The Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities and shall have direct access to the independent auditors as well as anyone in the Corporation. The Committee may retain, at the Corporation's expense, special legal, accounting, or other consultants or experts it deems necessary in the performance of its duties.

2. Organization and Meetings


This charter governs the operations of the Committee and shall be construed in accordance with the rules and regulations of the Securities and Exchange Commission. The Committee members shall be appointed by the Board of Directors. The Committee shall be comprised of at least three directors, each of whom shall be independent of management and the Corporation. All Committee members shall be financially literate, and at least one member shall have accounting or related financial management expertise.


The Committee shall meet at least three times annually, or more frequently as circumstances dictate. The Committee shall also meet privately in executive session (without management present) at all meetings, unless the Chairperson of the Committee determines that this is not necessary, with the independent auditors and the general auditor of the internal auditing department to discuss any matters that the Committee believes should be discussed.

3. Responsibilities and Duties

Management is responsible for preparing the Corporation's financial statements, and the independent auditors and the internal audit department are responsible for auditing those financial statements. The following shall be the principal recurring duties of the Committee in carrying out its oversight responsibilities. These responsibilities and duties are set forth as a guide with the understanding that the Committee may supplement them as appropriate.

Review Procedures

1.	At least annually, review and reassess the adequacy of this Charter, and submit it to the Board of Directors for its approval. This document shall be published in the Corporation's annual proxy at least every three years in accordance with SEC regulations.
2.	Review the Corporation's annual audited financial statements with management and the independent auditors prior to filing or distribution. This review shall include discussion of significant issues regarding accounting principles, practices and judgments. Also, the Committee shall receive and review the results of the annual audit and any other required communications from the independent auditors. Based on such reviews and discussions, the Committee shall advise the Board whether it recommends that the audited financial statements be included in the Corporation's SEC Form 10K to be filed with the SEC.
3.	In consultation with management, the independent auditors and the internal auditor, consider the adequacy and effectiveness of the Corporation's financial reporting process and controls, including compliance with legal requirements. Discuss significant financial risk exposures and the steps management has taken to monitor, control and report such exposures. Review significant findings, conclusions and recommendations prepared by the independent auditors and the internal auditing department together with management's responses.
4.	Meet at least annually with the Loan Review Officer, in order to receive this department's report of loans reviewed, the evaluation of the adequacy of the Corporation's allowance for loan losses, its listing of classified loans, and the analysis of impaired loans and their reserve allocation. On a quarterly basis, the Loan Review Officer shall provide the Committee with a report summarizing this department's activity for the prior quarter, a current evaluation of the allowance for loan losses, and a summary of the Corporation's asset quality.
5.	On a semi-annual basis, the Committee shall receive a report from the CRA Officer summarizing Chemung Canal Trust Company's (the Bank) activities, monitoring progress and performance, and reviewing public complaints relative to compliance with the Community Reinvestment Act. At least annually, the Committee shall review the Bank's CRA Statement and submit it to the Board of Directors for their approval.
6.	At least annually, meet with the Compliance Officer in order to review the compliance program and ensure that adequate procedures are in place to monitor the Corporation's compliance with the appropriate State and Federal Laws and Regulations. On a semi-annual basis, the Committee shall receive a report from the Compliance Officer summarizing the compliance program activities.
Independent Auditors
7.	The independent auditors are ultimately accountable to the Audit Committee and the Board of Directors. The Committee shall review the independence and performance of the auditors. Annually, the Committee shall recommend to the Board of Directors the appointment of the independent auditors or approve the replacement of auditors when circumstances warrant.
8.	Review and approve the terms of the engagement of the independent auditors, including the scope of their audit and audit fees, and shall be advised of any significant engagement performed by the independent auditors that was beyond the scope of the audit engagement letter.
9.	On an annual basis, the Committee shall review and discuss with the independent auditors all significant relationships they have with the Corporation, which could impair the auditors' independence.
10.	Discuss with management any significant disagreements between the independent auditors and management.
11.	Review the information required by Statement on Auditing Standards (SAS) 61 on an annual basis with the independent auditors. Request that the independent auditors review, in accordance with SAS 61, the SEC Form 10-Q, prior to its filing, and update any material changes in SAS 61 information on a quarterly basis. Such updates to SAS 61 may be communicated to the Committee Chairperson or the entire Committee.
Internal Audit Department
12.	Review the internal audit function of the Corporation, including the proposed programs, changes in the programs, and coordination of such programs with the independent auditors. Also, review the organization's structure, the adequacy of its resources and qualifications of the internal audit department, as needed.
13.	Review the appointment, performance and replacement of the general auditor of the internal audit department.
14.	Prior to each meeting, but no less than quarterly, the Committee shall be provided a summary of findings from completed internal audits and a progress report on the proposed internal audit plan, with explanations for any deviations from the original plan.
Other Audit Committee Responsibilities
15.	Annually prepare a report to shareholders as required by the Securities and Exchange Commission. The report shall be included in the Corporation's annual proxy statement.
16.	Perform any other activities consistent with this Charter, the Corporation's By-laws and governing law, as the Committee or the Board deems necessary or appropriate.
17.	Maintain minutes of meetings and report to the Board of Directors on significant results of the foregoing activities.

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CHEMUNG FINANCIAL CORPORATION

ANNUAL MEETING OF SHAREHOLDERS - MAY 10, 2001

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

OF CHEMUNG FINANCIAL CORPORATION

John B. Hintz and Daniel Agan, each with power of substitution and with all powers and discretion the undersigned would have if personally present, are hereby appointed the Proxy Agents to represent the undersigned at the Annual Meeting of Shareholders of Chemung Financial Corporation, to be held on May 10, 2001 (including any adjournments or postponements thereof) and to vote all shares of Common Stock of Chemung Financial Corporation which the undersigned is entitled to vote on all matters that properly come before the meeting, subject to any directions indicated.

(To be signed on Reverse Side)

****************************************************************************************

THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED. IF NO DIRECTIONS TO THE CONTRARY ARE GIVEN, THE PROXY AGENTS INTEND TO VOTE FOR THE NOMINEES.

							NOMINEES:	3-year term:
			FOR		WITHHELD
1.	Election of Directors.						Robert H. Dalrymple
							Frederick Q. Falck
							Ralph H. Meyer
							Richard W. Swan
							William A. Tryon
For, except vote withheld from the following nominee(s):
_______________________________________________________
I/We will attend the Meeting
Number in group								____
______________________		DATE		________		___________________		DATE	_________
Signature						Signature If Held Jointly

NOTE: Please sign exactly as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee, custodian or guardian, please give full title as such.