content: FORM 8-K
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                      Pursuant to Section 13 or 15 (d) of the
                           Securties Exchange Act of 1934
  
  
                          Date of Report: February 7,2000
                         (Date of earliest event reported)
  
  
                             COMMUNITY BANK SYSTEM, INC.
                             ---------------------------
               (Exact name of registrant as specified in its charter)
  
  
            DELAWARE                    0-11716                 16-1213679
            --------                    -------                 ----------
    (State or other jurisdiction of    (Commission           (I.R.S. Employer
    incorporation or organization)     File Number)         Identification No.)
  
  
            5790 Widewaters Parkway, DeWitt, New York        13214
            -----------------------------------------        -----
           (Address of principal executive offices)       (Zip Code)
  
  
                                    315/445-2282
                                    ------------
                (Registrant's telephone number, including area code)
  
  
                                   Not Applicable
           -------------------------------------------------------------
           (Former name or former address, if changed since last report)
  
  ================================================================================
  
                            This report contains 5 pages
  
  
  <PAGE>
  
  Item 5. Other Events
  
       Press release dated February 7, 2000 announcing a definitive agreement for
  Community Bank System, Inc to acquire stock of Elias Asset Management.
  
  
  <PAGE>
  
  
                                                           For further information
                                                                   please contact:
  
  
                                           Sanford A. Belden, President and C.E.O.
                                           (315)  445-7304
                                           David Elias, Elias Asset Management
                                           (716) 633-3800
  For Immediate Release
  
  
  
     COMMUNITY BANK SYSTEM, INC. ACQUIRES ELIAS ASSET MANAGEMENT, INC.
  
       Syracuse, New York, February 7, 2000 ---- Community Bank System,
  Inc. (NYSE: CBU), a DeWitt, New York holding company with $1.8 billion
  in assets, and Elias Asset Management, Inc., an independent investment
  management firm with $700 million under management, based in
  Williamsville, New York, today jointly announced a definitive agreement
  for Community Bank System to acquire all the stock of Elias Asset
  Management.
  
       Sanford A. Belden, President and Chief Executive Officer of
  Community Bank System, Inc. ("CBSI") and David J. Elias, President and
  Chief Investment Officer of Elias Asset Management, Inc., stated: "We
  are delighted to merge the strengths of two companies that have worked
  together successfully since 1986 in various trust department and
  pension management capacities.  Our decision is prudent and is
  consistent with the direction of the financial services industry toward
  more broadly-based and diversified companies, a trend that will
  accelerate as a result of new financial modernization legislation.
  
       "Elias Asset Management will operate from its Williamsville
  headquarters as a separate, independent subsidiary.  There will be no
  change in its staff, operating procedures or investment philosophy.
  The firm's clients will benefit from additional resources that will
  allow it to maintain its high quality, add personnel, and enhance
  services.  CBSI customers will enjoy the broader array of services more
  readily available through Elias Asset Management, and CBSI shareholders
  will benefit from the diversity of earnings the firm brings."
  
       Founded by Elias in 1981, the nationally recognized firm
  (www.eliasasset.com) manages assets for individuals, corporate pension
  and profit sharing plans, and foundations.  Elias is author of the book
  Dow 40,000 . Strategies for Profiting from the Greatest Bull Market in
  History, published by McGraw-Hill.  He has appeared on PBS's Wall
  $treet Week With Louis Rukeyser and Nightly Business Report, NBC's
  Today, and he is a regular commentator on CNBC and CNN.  Elias has been
  quoted in publications such as Forbes, Fortune, The Wall Street
  Journal, Barron's, and Business Week.  He is a contributing editor to
  Chief Executive magazine and for more than 10 years was a contributing
  editor to Town & Country magazine, and investments editor of
  Physician's Assets magazine.  He is a member of the national board of
  governors of the Washington, D.C.-based Money Management Institute.
  
  (more)
  
  <PAGE>
  
                                                       COMMUNITY BANK SYSTEM, INC.
                                                                      NEWS RELEASE
                                                                  February 7, 2000
                                                                       Page 2 of 2
  
  
  
       CBSI is a registered bank holding company based in DeWitt, New
  York.  Its wholly-owned banking subsidiary, Community Bank, N.A., is
  the fifth largest commercial banking franchise headquartered in Upstate
  New York, having 67 customer facilities and 48 ATM's stretching
  diagonally from Northern New York to the Southern Tier and west to Lake
  Erie.  Other subsidiaries within the CBSI family are Benefit Plans
  Administrative Services, Inc. (BPA), a pension administration and
  consulting firm located in Utica, New York; Community Investment
  Services, Inc. (CISI), a broker/dealer serving financial product needs
  throughout Community Bank's branch system and from an office in
  Lockport, NY; and Community Financial Services, Inc. (CFSI), an
  insurance agency based in Olean, NY, specializing in long-term health
  care and other selected products.
  
  
  <PAGE>
  
  
  Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
  Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
  undersigned thereunto duly authorized.
  
  
  
                                                COMMUNITY BANK SYSTEM, INC.
                                                  (Registrant)
  
                                                by: /s/  SANFORD A. BELDEN
                                                    -----------------------
                                                         Sanford A. Belden
                                                         President and
                                                         Chief Executive Officer
  February 7, 2000
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text: FORM 8-K
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                      Pursuant to Section 13 or 15 (d) of the
                           Securties Exchange Act of 1934
  
                          Date of Report: February 7,2000
                         (Date of earliest event reported)
  
                             COMMUNITY BANK SYSTEM, INC.
                             ---------------------------
               (Exact name of registrant as specified in its charter)
  
            DELAWARE                    0-11716                 16-1213679
            --------                    -------                 ----------
    (State or other jurisdiction of    (Commission           (I.R.S. Employer
    incorporation or organization)     File Number)         Identification No.)
  
            5790 Widewaters Parkway, DeWitt, New York        13214
            -----------------------------------------        -----
           (Address of principal executive offices)       (Zip Code)
  
                                    315/445-2282
                                    ------------
                (Registrant's telephone number, including area code)
  
                                   Not Applicable
           -------------------------------------------------------------
           (Former name or former address, if changed since last report)
  
  ================================================================================
  
                            This report contains 5 pages
  Item 5. Other Events
  
       Press release dated February 7, 2000 announcing a definitive agreement for
  Community Bank System, Inc to acquire stock of Elias Asset Management.
  For further information
                                                                   please contact:
  
                                           Sanford A. Belden, President and C.E.O.
                                           (315)  445-7304
                                           David Elias, Elias Asset Management
                                           (716) 633-3800
  For Immediate Release
  
     COMMUNITY BANK SYSTEM, INC. ACQUIRES ELIAS ASSET MANAGEMENT, INC.
  
       Syracuse, New York, February 7, 2000 ---- Community Bank System,
  Inc. (NYSE: CBU), a DeWitt, New York holding company with $1.8 billion
  in assets, and Elias Asset Management, Inc., an independent investment
  management firm with $700 million under management, based in
  Williamsville, New York, today jointly announced a definitive agreement
  for Community Bank System to acquire all the stock of Elias Asset
  Management.
  
       Sanford A. Belden, President and Chief Executive Officer of
  Community Bank System, Inc. ("CBSI") and David J. Elias, President and
  Chief Investment Officer of Elias Asset Management, Inc., stated: "We
  are delighted to merge the strengths of two companies that have worked
  together successfully since 1986 in various trust department and
  pension management capacities.  Our decision is prudent and is
  consistent with the direction of the financial services industry toward
  more broadly-based and diversified companies, a trend that will
  accelerate as a result of new financial modernization legislation.
  
       "Elias Asset Management will operate from its Williamsville
  headquarters as a separate, independent subsidiary.  There will be no
  change in its staff, operating procedures or investment philosophy.
  The firm's clients will benefit from additional resources that will
  allow it to maintain its high quality, add personnel, and enhance
  services.  CBSI customers will enjoy the broader array of services more
  readily available through Elias Asset Management, and CBSI shareholders
  will benefit from the diversity of earnings the firm brings."
  
       Founded by Elias in 1981, the nationally recognized firm
  (www.eliasasset.com) manages assets for individuals, corporate pension
  and profit sharing plans, and foundations.  Elias is author of the book
  Dow 40,000 . Strategies for Profiting from the Greatest Bull Market in
  History, published by McGraw-Hill.  He has appeared on PBS's Wall
  $treet Week With Louis Rukeyser and Nightly Business Report, NBC's
  Today, and he is a regular commentator on CNBC and CNN.  Elias has been
  quoted in publications such as Forbes, Fortune, The Wall Street
  Journal, Barron's, and Business Week.  He is a contributing editor to
  Chief Executive magazine and for more than 10 years was a contributing
  editor to Town & Country magazine, and investments editor of
  Physician's Assets magazine.  He is a member of the national board of
  governors of the Washington, D.C.-based Money Management Institute.
  
  (more)
  COMMUNITY BANK SYSTEM, INC.
                                                                      NEWS RELEASE
                                                                  February 7, 2000
                                                                       Page 2 of 2
  
       CBSI is a registered bank holding company based in DeWitt, New
  York.  Its wholly-owned banking subsidiary, Community Bank, N.A., is
  the fifth largest commercial banking franchise headquartered in Upstate
  New York, having 67 customer facilities and 48 ATM's stretching
  diagonally from Northern New York to the Southern Tier and west to Lake
  Erie.  Other subsidiaries within the CBSI family are Benefit Plans
  Administrative Services, Inc. (BPA), a pension administration and
  consulting firm located in Utica, New York; Community Investment
  Services, Inc. (CISI), a broker/dealer serving financial product needs
  throughout Community Bank's branch system and from an office in
  Lockport, NY; and Community Financial Services, Inc. (CFSI), an
  insurance agency based in Olean, NY, specializing in long-term health
  care and other selected products.
  Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
  Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
  undersigned thereunto duly authorized.
  
                                                COMMUNITY BANK SYSTEM, INC.
                                                  (Registrant)
  
                                                by: /s/  SANFORD A. BELDEN
                                                    -----------------------
                                                         Sanford A. Belden
                                                         President and
                                                         Chief Executive Officer
  February 7, 2000