EXHIBIT 28
                                 NEWS RELEASE

FOR IMMEDIATE RELEASE

                      COMMUNITY BANK SYSTEM, INC. ADOPTS
                      STOCKHOLDER PROTECTION RIGHTS PLAN

     SYRACUSE, NY, February 21, 1995 -- The Board of Directors of Community
Bank System, Inc. ("CBSI") today adopted a Stockholder Protection Rights Plan
and declared a dividend of one Right on each outstanding share of Community
Bank System, Inc. Common Stock. The dividend will be paid on February 24, 1995
to stockholders of record on February 21, 1995.

     A Stockholder Protection Rights Plan is a dividend of rights to existing
stockholders to acquire stock of the company and is designed to protect the
company and its stockholders against abusive takeover attempts and tactics. In
essence, the Rights Plan would operate to dilute the interests of an entity
attempting to take control of the company if the attempt is not deemed by the
Board of Directors to be in the best interest of the stockholders. If the Board
of Directors of the company has determined that the offer is in the best
interest of the stockholders, the stock rights may be redeemed for nominal
value, allowing the entity to acquire control of the company. Adoption of the
Rights Plan does not in any way lessen the Board's duties to consider in good
faith any offer for the company. Stockholder rights plans have been adopted by
well over a thousand public



companies. Adoption of a rights plan provides a flexibility and
negotiating capacity to respond to any offers that may be made in the future
for a substantial amount of the company's stock.

     Until a person or group acquires 15% or more of CBSI's Common Stock or
commences a tender offer that will result in such person or group owning 15% or
more of CBSI's Common Stock, the Rights will be evidenced by the Common Stock
Certificates, will automatically trade with the Common Stock, and will not be
exercisable. Thereafter, separate Rights certificates will be distributed and
each Right will entitle its holder to purchase one share of Common Stock for an
exercise price of $85.00.

     If any person or group acquires 15% or more of CBSI's Common Stock, then
each Right (other than Rights beneficially owned by holders of 15% or more of
the Common Stock or transferees thereof, which Rights become void), will
entitle its holder to purchase, for the exercise price, a number of shares of
CBSI Common Stock having a market value of twice the exercise price. Also, if
CBSI is involved in a merger or sells more than 50% of its assets or earning
power or is involved with an owner of 15% or more of the Common Stock in
certain "self-dealing" transactions, each Right will entitle its holder to
purchase, for the exercise price, a number of shares of common stock of the
acquiring company having a market value of twice the exercise price. If any
person or group acquires between 15% and 50% of CBSI's Common Stock, CBSI's
Board of Directors may, at its option, exchange one share of CBSI Common Stock
for each Right.
  

     The Rights may be redeemed by the Board of Directors for $0.01 per Right
prior to the day when any person or group acquires 15% or more of CBSI's Common
Stock (the "Flip-in

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Date").

     Sanford A. Belden, President and Chief Executive Officer of CBSI, stated
that, "the Rights Plan is not intended to and will not prevent a takeover of
CBSI. The Rights, however, may cause substantial dilution to a person or group
that acquires 15% or more of the Common Stock unless the Rights are first
redeemed by the Board of Directors of the Company. Nevertheless, the Rights
should not interfere with a transaction that is in the best interest of the
Company and its stockholders on or prior to the Flip-in Date, because the
Rights can be redeemed before the consummation of such transaction."

     The Rights Plan does not in any way weaken CBSI's financial strength or
interfere with its business plans. The issuance of the Rights have no dilutive
effect, will not affect reported earnings per share, is not taxable to CBSI or
its stockholders, and will not change the way in which CBSI shares are traded.

     A letter to stockholders regarding the Rights Plan and a summary of
certain terms of the Rights Plan will be mailed to stockholders.

     CBSI is a publicly held company whose shares are listed on the Nasdaq
National Market under the ticker symbol CBSI. CBSI is a bank holding company
whose sole banking subsidiary is Community Bank, National Association
("Community Bank"). Community Bank is a full-service commercial bank providing
banking services through its two regional offices in Canton, New York and
Olean, New York, as well as through 36 banking offices in the counties of

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St. Lawrence, Jefferson, Lewis, Seneca, Ontario, Oswego, Cattaraugus,
Tioga and Steuben. As of December 31, 1994, CBSI had consolidated assets and
deposits of $915,501,000 and $679,637,000, respectively. CBSI's net income for
the year ended December 31, 1994 was $10,109,000.

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