Chemung Financial (CHMG) 10-K 2001 FY Annual report

	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, 2001
	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.

X NO

The aggregate market value of Common Stock held by non-affiliates on February 28, 2002 was $57,793,468

As of February 28, 2002 there were 3,945,566 shares of Common Stock, $0.01 par value outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Report to Shareholders for the year ended December 31, 2001 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 15, 2002 are incorporated by reference into Parts III and IV.

(THIS PAGE INTENTIONALLY LEFT BLANK)

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 established a financial services subsidiary, CFS Group, Inc., which commenced operation during September of 2001. 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 Grou p, 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 provide additional financial services. CFS Group, Inc. began operations during September 2001. Exhibits I through VI included in the Corporation's Annual Report to Shareholders for the year ended December 31, 2001, 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, 2001.

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 2001, 2000, and 1999.

Employees

As of December 31, 2001, the Bank employed 315 persons on a full-time equivalent basis.

Excutive Officers

The executive officers of the Corporation are elected annually and hold office until their respective successors have been elected and qualified or until death, resignation or removal by the Board of Directors. Each executive officer of the Corporation is also an executive officer of the Bank. There are no arrangements or understandings between the persons named and any other person pursuant to which such officers were selected.

Name		Age		Position (served since)
Jan P. Updegraff		59		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		55		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		50		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	56		Vice President of the Corporation (1998) and Senior Vice President of the Bank (1998); formerly Vice President of the Bank (1987).
Joseph P. Manning	63		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.	51		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	51		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).

(d) Financial information about foreign and domestic operations and exportsales

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.

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

Year Ended December 31,

	2001			2000			1999
Assets	Average Balance	Interest	Yield/ Rate	Average Balance	Interest	Yield/Rate	Average Balance	Interest	Yield/Rate
Earning assets:	(Dollars in thousands)
Loans	$416,370	34,046	8.18%	382,788	33,160	8.66%	346,550	29,446	8.50%
Taxable securities	209,630	13,486	6.43	201,641	13,087	6.49	204,635	12,718	6.21
Tax-exempt securities	24,168	1,107	4.58	28,359	1,298	4.58	28,094	1,275	4.54
Federal funds sold	6,009	271	4.51	2,839	184	6.48	9,870	484	4.90
Interest-bearing deposits	2,635	212	8.05	1,755	249	14.19	2,412	254	10.52
Total earning assets	658,812	49,122	7.46%	617,382	47,978	7.77%	591,561	44,177	7.47%
Non-earning assets:
Cash and due from banks	24,864			24,070			24,868
Premises and equipment, net	14,137			13,040			10,689
Other assets	12,000			12,242			9,264
Allowance for loan losses	(4,832)			(4,708)			(4,620)
Intangibles and AFS valuation allowance	13,661			4,996			10,507
Total	718,642			667,022			642,269
Liabilities and Shareholders' Equity
Interest-bearing liabilities:
Demand deposits	40,553	432	1.07%	40,939	518	1.27%	41,596	525	1.26%
Savings and insured money market deposits	149,301	3,807	2.55	141,000	4,367	3.10	151,262	4,342	2.87
Time deposits	238,222	12,552	5.27	227,465	13,010	5.72	202,239	10,230	5.06
Federal Home Loan Bank advances and securities sold under agreements to repurchase	97,375	4,901	5.03	77,459	4,160	5.37	73,946	3,631	4.91
Total interest-bearing liabilities	525,451	21,692	4.13%	486,863	22,055	4.53%	469,043	18,728	3.99%
Non-interest-bearing liabilities:
Demand deposits	105,585			105,795			99,035
Other liabilities	9,469			6,308			7,892
Total liabilities	640,505			598,966			575,970
Shareholders' equity	78,137			68,056			66,299
Total	718,642			667,022			642,269
Net interest income		$27,430			$25,923			$25,449
Net interest rate spread			3.33%			3.24%			3.48%
Net interest margin			4.16%			4.20%			4.30%

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):

	2001 Compared to 2000			2000 Compared to 1999
	Increase (Decrease) Due to (1)			Increase (Decrease) Due to (1)
	Volume	Rate	Net	Volume	Rate	Net
Interest and dividends earned on:
Loans	$2,795	(1,909)	886	3,147	567	3,714
Taxable securities	520	(121)	399	(191)	560	369
Tax-exempt securities	(191)	0	(191)	12	11	23
Federal funds sold	156	(69)	87	(422)	122	(300)
Interest-bearing deposits	96	(133)	(37)	(80)	75	(5)
Total earning assets	$3,376	(2,232)	1,144	2,466	1,335	3,801
Interest paid on:
Demand deposits	(5)	(81)	(86)	(7)	0	(7)
Savings and insured money market deposits	247	(807)	(560)	(308)	333	25
Time deposits	597	(1,055)	(458)	1,359	1,421	2,780
Federal Home Loan Bank advances and securities sold under agreements to repurchase	1,017	(276)	741	178	351	529
Total interest-bearing liabilities	$1,856	(2,219)	(363)	1,222	2,105	3,327
Net interest income	$1,520	(13)	1,507	1,244	(770)	474

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,
	2001	2000	1999
U.S. Treasury and other U.S. Government agencies	$100,129	90,669	108,038
Mortgage-backed securities	92,993	87,129	73,747
State and political subdivisions	24,654	25,054	29,290
Corporate bonds and notes	15,022	12,229	10,180
Corporate stocks	13,455	14,192	14,735
Total	$246,253	229,273	235,990

Included in the above table are $239,137, $222,707 and $227,384 (in thousands of dollars) of securities available for sale at December 31, 2001, 2000 and 1999, respectively.

The following table sets forth the maturities of debt securities at December 31, 2001 and the weighted average yields of such securities (all securities are calculated on the basis of the amortized 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. Government agencies	27,563	6.59%	30,734	5.28%
Mortgage-backed securities	443	6.07%	10,691	6.64%
State and political subdivisions	4,865	4.74%	7,322	6.76%
Corporate bonds and notes	-	-	5,249	6.30%
Total	$32,871	6.31%	$53,996	5.84%
	Maturing
	After Five, But Within Ten Years		After Ten Years
	Amount	Yield	Amount	Yield
U.S. Government agencies	$40,264	6.04%	$ 1,569	7.27%
Mortgage-backed securities	33,607	6.01%	48,251	5.98%
State and political subdivisions	12,313	6.96%	345	8.72%
Corporate bonds and notes	2,215	8.01%	7,367	6.85%
Total	$88,399	6.21%	$57,532	6.14%

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,
	2001	2000	1999	1998	1997
Commercial, financial and agricultural	$188,332	158,448	135,305	113,865	102,816
Residential mortgages	101,169	92,627	90,318	89,544	79,753
Consumer loans	134,627	143,743	134,616	126,097	114,593
Total	$424,128	394,818	360,239	329,506	297,162

The following table shows the maturity of loans (excluding residential mortgages and consumer loans) outstanding as of December 31, 2001. 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	$ 59,947	$ 33,809	$ 94,576	$188,332
Loans maturing after one year with:
Fixed interest rates		$ 22,331	$ 22,237
Variable interest rates		$ 11,478	$ 72,339
Total		$ 33,809	$ 94,576

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,
	2001	2000	1999	1998	1997
Non-accrual loans (1)	$1,490	1,078	640	4,458	930
Accruing loans past due 90 days or more	$4,065	224	281	395	688

Information with respect to non-accrual loans at December 31, 2001, 2000 and 1999 is as follows (in thousands of dollars):

	December 31,
	2001	2000	1999
Non-accrual loans	$1,490	$1,078	$640
Interest income that would have been recorded under original terms	104	118	78
Interest income recorded during the period	102	89	61

(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, 2001, in addition to non-performing loans, the Corporation, through its loan review function, has identified 19 commercial relationships totaling $7.3 million which it has internally classified as sub-standard. Included in this total are two relationships which total $4.7 million. While in a performing status as of December 31, 2001, these loans, given the current economic climate, have the potential to become non-performing. In addition, at December 31, 2001, there is one relationship totaling $4.6 million internally classified as special mention, for which adverse financial performance and cash flow information became available to management subsequent to December 31, 2001. This new information will cause this relationship to be classified as sub-standard subsequent to December 31, 2001. It is also expected that the loans in this relationship could be placed on non-performing status in the first quarter of 2002. Accordingly, management's attention is focused on th ese credits, which are reviewed on at least a quarterly basis.

Loan Concentrations

At December 31, 2001, 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, 2001, 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, 2001 (in thousands of dollars):

	Years Ended December 31,
	2001	2000	1999	1998	1997
Allowance for loans losses at beginning of year	$4,708	4,665	4,509	4,145	3,975
Charge-offs:
Commercial, financial and agricultural	139	65	38	13	77
Real estate mortgages	5	4	12	16	53
Consumer loans	806	770	624	552	640
Home equity	-	14	16	13	-
Total	950	853	690	594	770
Recoveries:
Commercial, financial and agricultural	64	29	43	35	14
Real estate mortgages	12	-	-	-	-
Consumer loans	143	117	130	123	76
Total	219	146	173	158	90
Net charge-offs	731	707	517	436	680
Provision charged to operations	1,100	750	673	800	850
Allowance for loan losses at end of year	$5,077	4,708	4,665	4,509	4,145
Ratio of net charge-offs during year to average loans outstanding (1)	.18%	.18%	.15%	. 14%	.23%

(1) 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, 2001:

	Amount of loan loss allowance (in thousands) and Percent of Loans by Category to Total Loans
Balance at end of period applicable to:	2001	%	2000	%	1999	%	1998	%	1997	%
Commercial, financial and agricultural	$2,360	33.0	1,697	29.2	1,227	25.4	2,081	24.0	1,402	22.5
Commercial mortgages	691	11.4	522	11.0	334	12.2	21	12.0	132	14.0
Residential mortgages	368	23.8	152	23.4	185	25.0	88	25.7	31	24.8
Consumer loans	1,290	31.8	1,536	36.4	1,416	37.4	1,007	38.3	823	38.7
	4,709	100.0	3,907	100.0	3,162	100.0	3,197	100.0	2,388	100.0
Unallocated	368	N/A	801	N/A	1,503	N/A	1,312	N/A	1,757	N/A
Total	$5,077	100.0	4,708	100.0	4,665	100.0	4,509	100.0	4,145	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,
	2001		2000		1999
	Amount	Rate	Amount	Rate	Amount	Rate
Non-interest-bearing demand deposits	$105,585	- %	105,795	- %	99,035	- %
Interest-bearing demand deposits	40,553	1.07	40,939	1.27	41,596	1.26
Savings and insured money market deposits	149,301	2.55	141,000	3.10	151,262	2.87
Time deposits	238,222	5.27	227,465	5.72	202,239	5.06
	$533,661		515,199		494,132

Scheduled maturities of time deposits at December 31, 2001 are summarized as follows (in thousands of dollars):

2002	$178,143
2003	28,612
2004	11,499
2005	5,872
2006	5,768
2007 and thereafter	22
	$229,916

Maturities of time deposits in denominations of $100,000 or more outstanding at December 31, 2001 are summarized as follows (in thousands of dollars):

3 months or less	$34,905
Over 3 through 6 months	1,640
Over 6 through 12 months	5,388
Over 12 months	15,590
	$57,523

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,	2001	2000	1999
Return on average assets	1.18%	1.31%	1.31%
Return on average equity	10.87	12.86	12.66
Return on beginning equity	11.43	13.41	12.70
Dividend payout ratio	42.20	39.67	36.90
Average equity to average assets ratio	10.87	10.20	10.32
Year-end equity to year-end assets ratio	10.92	10.99	10.00

Short-Term Borrowings

For each of the three years in the period ended December 31, 2001, the average outstanding balance of short-term borrowings did not exceed 30% of shareholders' equity.

Securities Sold Under Agreements to Repurchase and Federal Home Loan Bank Advances

Information regarding securities sold under agreements to repurchase and FHLB advances is incorporated herein by reference from note 7 and note 8 to the consolidated financial statements, included as Exhibit D of Exhibit Listing 13.

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, 2001, 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 2001 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, 2002 was 702.

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, 2001 are incorporated herein by reference to Exhibit C of Exhibit Listing 13.

OTHER SELECTED FINANCIAL DATA

Unaudited Quarterly Financial Data:	2001
(in thousands except per share data)	Mar 31	Jun 30	Sep 30	Dec 31
Interest and dividend income	$12,202	$12,469	$12,395	$12,056
Interest expense	5,797	5,687	5,330	4,877
Net interest income	6,405	6,782	7,065	7,179
Provision for loan losses	188	188	238	487
Net interest income after provision for loan losses	6,217	6,594	6,827	6,692
Total other operating income	2,457	2,872	3,126	1,752
Total other operating expenses	5,889	6,020	6,030	6,112
Income before income tax expense	2,785	3,446	3,923	2,332
Income tax expense	868	1,098	1,351	676
Net Income	$ 1,917	$ 2,348	$ 2,572	$ 1,656
Basic earnings per share	$ 0.47	$ 0.58	$ 0.63	$ 0.41
	2000
	Mar 31	Jun 30	Sep 30	Dec 31
Interest and dividend income	$11,505	$11,882	$12,261	$12,330
Interest expense	5,107	5,468	5,751	5,728
Net interest income	6,398	6,414	6,510	6,602
Provision for loan losses	188	188	188	187
Net interest income after provision for loan losses	6,210	6,226	6,322	6,415
Total other operating income	2,315	2,515	2,508	2,694
Total other operating expenses	5,671	5,656	5,611	5,519
Income before income tax expense	2,854	3,085	3,219	3,590
Income tax expense	896	962	1,011	1,125
Net Income	$ 1,958	$ 2,123	$ 2,208	$ 2,465
Basic earnings per share	$ 0.48	$ 0.52	$ 0.54	$ 0.60

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, 2001 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, 2001 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, 2001 are incorporated herein by reference to Exhibit D of Exhibit Listing 13.

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

None

PART III

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

The information set forth under the captions "Nominees For Election of Directors" 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 5, 2002, relating to the Annual Meeting of Shareholders to be held on May 15, 2002, is incorporated herein by reference to Exhibit F of Exhibit Listing 22.

EXECUTIVE OFFICERS

The information concerning Executive Officers of the Corporation is incorporated herein by reference from Part I of this Annual Report on Form 10-K.

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 5, 2002, relating to the Annual Meeting of Shareholders to be held on May 15, 2002, 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 5, 2002, relating to the Annual Meeting of Shareholders to be held on May 15, 2002, 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 5, 2002, relating to the Annual Meeting of Shareholders to be held on May 15, 2002, 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, 2001 and 2000, and for each of the years in the three-year period ended December 31, 2001, are incorporated by reference in Item 8:

- Independent Auditors' Report

- Consolidated Balance Sheets - December 31, 2001 and 2000

- Consolidated Statements of Income - Years ended December 31, 2001, 2000 and 1999

- Consolidated Statements of Shareholders' Equity and Comprehensive Income - Years ended December 31, 2001, 2000 and 1999

- Consolidated Statements of Cash Flows-Years ended December 31, 2001, 2000 and 1999

- Notes to Consolidated Financial Statements - December 31, 2001, 2000 and 1999

(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.
Exhibit (13)	Annual Report to Shareholders for the year ended December 31, 2001.
	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 5, 2002, 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, 2001.

(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, 2001

CHEMUNG FINANCIAL CORPORATION
ELMIRA, NEW YORK
____________________________________

EXHIBIT LISTING		EXHIBIT
EXHIBIT 13		Annual Report To Shareholders For The Year Ended December 31, 2001
	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
EXHIBIT 21	F	Subsidiaries of the Registrant
EXHIBIT 22	G	Notice of Annual Meeting, Proxy Statement dated April 5, 2002, 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 13, 2002	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
/s/ Robert E. Agan Robert E. Agan	Director	March 13, 2002
David J. Dalrymple	Director
Robert H. Dalrymple	Director
/s/ Frederick Q. Falck Frederick Q. Falck	Director	March 13, 2002
/s/ Stephen M. Lounsberry Stephen M. Lounsberry	Director	March 13, 2002
/s/ Thomas K. Meier Thomas K. Meier	Director	March 13, 2002
/s/ Ralph H. Meyer Ralph H. Meyer	Director	March 13, 2002
/s/ John F. Potter John F. Potter	Director	March 13, 2002
/s/ Charles M. Streeter, Jr. Charles M. Streeter, Jr.	Director	March 13, 2002
/s/ Richard W. Swan Richard W. Swan	Director	March 13, 2002
William A. Tryon	Director
/s/ William C. Ughetta William C. Ughetta	Director	March 13, 2002
/s/ Nelson Mooers van den Blink Nelson Mooers van den Blink	Director	March 13, 2002
/s/ Jan P. Updegraff Jan P. Updegraff	Director, President & Chief Executive Officer	March 13, 2002
Attest /s/ Jane H. Adamy Jane H. Adamy	Secretary	March 13, 2002