8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) OF The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):			March 24, 2011
CHEMUNG FINANCIAL CORPORATION  (Exact name of Registrant as specified in its charter)
New York (State or other jurisdiction of incorporation or organization)		0-13888 (Commission file number)	16-123703-8 (I.R.S. Employer Identification No.)
One Chemung Canal Plaza, P.O. Box 1522, Elmira, NY 14901  (Address of principal executive offices)         (Zip Code) (607) 737-3711 (Registrant's telephone number including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[   ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[   ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[   ]	Pre-commencement communications pursuant to Rule 14d-2(B) under the Exchange Act (17 CFR 240.14d-2(b))
[   ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.07 Submission of Matters to a Vote by Security Holders

At a Special Meeting of Shareholders held on March 24, 2011 (the “Special Meeting”), shareholders of Chemung Financial Corporation (“Chemung Financial”) voted to approve the merger of Fort Orange Financial Corp., a Delaware corporation (“Fort Orange”) with and into Chemung Financial pursuant to the Agreement and Plan of Merger, dated as of October 14, 2010, as amended, by and between Fort Orange and Chemung Financial. Of the 3,565,610 shares of Chemung Financial Corporation common stock outstanding on February 9, 2011, 70.5% of those shares were voted in favor of the merger. Shareholders cast votes as follows:

For	Against	Abstain
2,514,895	84,884	4,469

A copy of the press release announcing, among other things, the results of the Special Meeting is included as Exhibit 99.1 to this report.

ITEM 9.01	FINANCIAL STATEMENTS AND EXHIBITS
(d)	Exhibits

Exhibit No.
99.1	Press Release dated March 24, 2011

SIGNATURES Pursuant to the requirements 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
March 24, 2011	By:  Ronald M. Bentley
	Ronald M. Bentley
	President & Chief Executive Officer

EX-99.1

For Immediate Release:
March 24, 2011 @ 4:00 p.m.

Chemung Financial Acquisition of Albany (NY) Commercial Bank Moves Towards Completion

Shareholders of both banks approve the transaction.

Officials of Chemung Financial Corporation (CHMG.OB), the holding company of Chemung Canal Trust Company (CCTC), and Fort Orange Financial Corp. (FOFC.OB), the holding company of Capital Bank & Trust Company (CB&T), today announced that the shareholders of both organizations have approved Chemung’s acquisition of Fort Orange Financial Corp.

The transaction, first announced in October, calls for Chemung Financial to purchase all of the outstanding shares of Fort Orange Financial Corp. in a stock and cash transaction valued at $29.3 million, based upon Chemung Financial’s October 14, 2010 closing stock price.    The initial offer called for Chemung Financial to pay either $7.50 in cash or 0.3571 shares of Chemung Financial common stock for each share of Fort Orange Financial Corp.; however, the exchange ratio is subject to downward adjustment if the March 31st common stock price of Chemung Financial rises to more than $25.20 per share, and the merger consideration is also subject to possible downward adjustment based upon March 31, 2011 asset quality indicators of Fort Orange Financial Corp., as specified in the definitive merger agreement. The aggregate deal consideration shall be paid in 75% Chemung Financial common stock and 25% cash.  The transaction is scheduled to close on Friday, April 8, 2011.

“We are excited to extend our relationship style of community banking into the Capital Region,” said Ronald M. Bentley, President and Chief Executive Officer of Chemung Financial Corporation and Chemung Canal Trust Company.  “The Capital Region is one of the most attractive markets in New York State and we’re looking forward to the opportunity to expand Capital Bank’s menu of products and services to more fully meet the financial needs of the residents and business community within the region,” he added.

According to Bentley, Capital Bank will retain its current identity after the transaction is complete and Anders M. Tomson, Capital Bank’s President, will remain as Division President. “The Capital Bank name is a strong, recognizable brand within the Albany market,” Bentley said, “and we believe it is important to continue that tradition.  With Anders at the helm and the same team of friendly, professional and knowledgeable bankers in place, we’re looking forward to building a strong franchise in the Capital Region.”

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Founded in 1995, at December 31st Capital Bank had approximately $260 million in assets, including a loan portfolio approximating $186 million, and deposits of nearly $201 million.  Capital Bank currently operates from five offices in the Capital District, including two in Albany and one each in Clifton Park, Latham and Slingerlands.

Chemung Financial Corporation, headquartered in Elmira, New York, was incorporated in 1985 as the parent holding company of Chemung Canal Trust Company, a full service community bank with full trust powers.  Chemung Canal Trust Company, which was established in 1833, operates through 23 full service offices in Chemung, Broome, Schuyler, Steuben, Tioga and Tompkins counties in New York, as well as in Bradford County, PA.  Chemung Financial has total assets of $1.0 billion.

Sandler O’Neill & Partners, L.P. served as the financial advisor to Chemung Financial Corporation, and FinPro, Inc. served as the financial advisor for Fort Orange Financial Corp. Hinman, Howard and Kattell, LLP served as outside legal counsel to Chemung Financial Corporation, while Hiscock & Barclay, LLP served as outside legal counsel to Fort Orange Financial Corp.

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The full text of this press release may be found at www.chemungcanal.com and www.capitalbank.com.

This press release may include forward-looking statements with respect to revenue sources, growth, market risk, corporate objectives and possible losses due to asset quality.  These statements constitute “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  Chemung Financial Corporation and Fort Orange Financial Corp. assume no duty, and specifically disclaim any obligation to update forward-looking statements, whether as a result of new information, future events or otherwise, and cautions that these statements are subject to risks and uncertainties that could cause actual operating results to differ materially.

Contacts:

Ronald M. Bentley, President & CEO
	Chemung Financial Corporation & Chemung Canal Trust Company One Chemung Canal Plaza, PO Box 1522, Elmira, NY  14902 (607) 737-3900 (607) 857-6309 (mobile)
Anders M. Tomson, President
	Capital Bank & Trust Company 1375 Washington Avenue, Albany, NY  12206 (518) 433-5803