EXHIBIT 99.3

For More Information:                                  For Immediate Release:
Ronald A. Miller                                       September 4, 2003
Senior Vice President, Chief Financial Officer
(585) 786-1102

Financial Institutions, Inc. Announces Dividend and Agreements Between National
 Bank of Geneva and Bath National Bank and The Office of the Comptroller of the
                                    Currency

WARSAW, NY -- Financial Institutions, Inc. (NASDAQ: FISI) (FII) announced that
its Board of Directors declared a quarterly cash dividend of $0.16 per common
share, payable on October 1, 2003 to shareholders of record on September 17,
2003. In addition, the Board declared a quarterly dividend of $2.12 per share on
Series B-1, 8.48% Preferred Stock and $0.75 per share on Series A, 3% Preferred
Stock, payable on October 1, 2003 to shareholders of record on September 17,
2003.

The Company also disclosed that the Boards of Directors of its two national bank
subsidiaries, National Bank of Geneva ("NBG") and Bath National Bank ("BNB"),
have entered into agreements with the Office of the Comptroller of the Currency
("OCC").

"FII, together with its bank subsidiaries, is fully committed to complying with
the rules and regulations that govern the operation of our banks," said Peter G.
Humphrey, Chairman, President and CEO of FII. "We have been actively involved
throughout the past eight months working with the managements of NBG and BNB and
the OCC to identify and resolve the problems noted in the recently issued
reports of examination (covering an examination period as of September 30,
2002), and have provided and will continue to provide significant financial,
managerial and operational support as our banks work through these issues."


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Under the terms of the agreements, NBG and BNB, without admitting any
violations, will take actions designed to assure that their operations are in
accordance with applicable laws and regulations. The agreements require them,
among other things, to: appoint a Compliance Committee of the Board; develop,
implement and ensure compliance with a written plan outlining actions to be
taken to address regulatory recommendations set forth in the reports of
examination, review and assess the capabilities of management; develop various
policies and programs to reduce credit risk and identify problem loans and to
adopt policies that will permit them to declare dividends only when they are in
compliance with their approved capital plans and applicable laws, and upon prior
written notice to (but not with the consent of) the OCC.

Both banks are required to develop capital plans that will enable them to
achieve, by March 31, 2004, Tier 1 leverage capital equal to 8% of risk-weighted
assets, Tier 1 risk-based capital equal to 10% of risk-weighted assets, and
total risk-based capital of 12% of risk-weighted assets. Interim levels, to be
achieved by December 31, 2003, were also established, at 6.25%, 9.0% and 11.0%,
respectively, for Bath, and 7.0%, 9.0% and 10.5%, respectively, for NBG.

Mr. Humphrey stated, "The December 31, 2003 capital levels at NBG and BNB are
achievable, utilizing a combination of de-leveraging, retained earnings and some
capital contributions by the holding company. FII will need to raise additional
funds to meet the March 31, 2004 capital requirements at NBG and BNB, and is in
the process of exploring alternatives with its investment bankers. We believe
that a number of options will be available within the required time frame, and
we are confident that we will be able to raise sufficient funds during this
period."


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In addition, the NBG agreement requires its Board of Directors to adopt,
implement and ensure adherence to a written policy on extensions of overdraft
credit and limit the circumstances under which NBG will be permitted to extend
credit to its affiliates, and requires the bank to engage an independent
appraiser to provide updated real estate appraisals where required. The BNB
agreement requires its board of directors to adopt, implement and ensure
adherence to a written action plan outlining proposed corrective action
addressing issues in the pre-existing Matters Requiring Attention pertaining to
interest rate risk measurement and monitoring systems.

Mr. Humphrey continued, "Randy Brown, the new President and CEO of NBG, has hit
the ground running and has already addressed most of the major requirements of
the agreement that his Board has entered into. Randy has the full support of an
energized, committed bank Board, and has the FII Board and management fully
behind him as well."

Mr. Humphrey stated, "Doug McCabe, BNB's President and CEO, and his Board are
fully committed to achieving compliance with the agreement, and have already
addressed most of its major requirements. The bank has recently added an
experienced Senior Loan Officer and a Chief Financial Officer to its ranks,
providing greater depth on the management team."

"Since FII first became aware in January of the existence of significant numbers
of improperly graded loans at NBG, we have taken a number of proactive steps
that have been communicated to the OCC, our other regulators, our shareholders
and the public. The banks have already addressed most of the action items set
forth in the written agreements. Randy Brown and Doug


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McCabe, and their Boards, have accomplished a great deal in a very short time
period, and they are fully committed to ensuring compliance going forward," said
Mr. Humphrey.

In a letter to the Federal Reserve Bank of New York, FII's primary regulator,
FII today terminated its financial holding company status and will operate
instead as a bank holding company. The change in status will not affect any
non-financial subsidiaries or activities currently being conducted by FII,
although it will mean that future acquisitions or expansions of non-financial
activities may require prior Federal Reserve Board approval and will be limited
to those that are permissible for bank holding companies.

This release contains forward-looking statements as described by the Private
Securities Litigation Reform Act of 1995. These forward-looking statements
pertain to future events, such as the ability of the holding company to complete
the raising of additional funds. Actual events could differ materially, and FII
undertakes no obligation to revise these forward-looking statements to reflect
events or circumstances subsequent to the date of this release.

FII is the bank holding company parent of Wyoming County Bank, National Bank of
Geneva, Bath National Bank, and First Tier Bank & Trust. The four banks provide
a wide range of consumer and commercial banking services to individuals,
municipalities, and businesses through a network of 47 offices and 67 ATMs in
Western and Central New York State. FII's Financial Services Group also provides
diversified financial services to its customers and clients, including
brokerage, trust, insurance and employee benefits and compensation consulting.
More information on FII and its subsidiaries is available through the Company
web site at www.fiiwarsaw.com.

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