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.

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.

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.

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.

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.

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.

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

Expenditures for research and development were immaterial for the years 2001, 2000, and 1999.

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.

(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.

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

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):

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):

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

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.

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.

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):

(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:

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.

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):

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

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

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.

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.

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.

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.

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.

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.

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.

None

PART III

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.

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

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.

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.

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.

(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:

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

None

ANNUAL REPORT ON FORM 10-K

ITEM 14(c)
CERTAIN EXHIBITS

YEAR ENDED DECEMBER 31, 2001

CHEMUNG FINANCIAL CORPORATION
ELMIRA, NEW YORK
____________________________________

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.

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.