content: SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
  
  
                                    FORM 8-K
  
                                 CURRENT REPORT
  
                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934
  
  
  
                       Date of Report:  December 6, 1994   
                       (Date of earliest event reported)
  
  
                             COMMUNITY BANK SYSTEM, INC.         
               (Exact name of registrant as specified in charter)
  
  
  
                Delaware                0-11716          16-1213679      
          (State or other jurisdiction   (Commission   (IRS Employer  
               of incorporation         File number)  Identification Number 
  
  
              5790 Widewaters Parkway, DeWitt, New York       13214  
              (Address of principal executive officer)    (Zip Code)        
  
  
                         Registrant's telephone number,
                     including area code:   (315) 445-2282
  
  
                                   Not Applicable                     
         (Former name or former address, if changed since last report)
  
  
  
                         This Report contains 7 pages.
  
  
  
  <PAGE>
  Item 5.  Other Events.
  
       On December 6, 1994, Community Bank, N.A. ("the "Bank"), a wholly-
  owned subsidiary of Registrant, entered into a Purchase and Assumption
  Agreement with The Chase Manhattan Bank, N.A. ("Chase") for the acquisition
  of certain assets and assumption of certain liabilities by the Bank related
  to 15 Chase branch offices located in Norwich, Watertown, Boonville, New
  Hartford, Utica, Skaneateles, Geneva, Pulaski, Seneca Falls, Hammondsport,
  Canton, Newark and Penn Yan, New York.  Pursuant to the transaction, the
  Bank would assume certain deposit liabilities currently estimated to be
  approximately $455 million, would pay Chase a premium of 8.25% of these
  deposits, would purchase certain small business and consumer loans
  currently estimated to be approximately $30 million at face value, and
  would purchase the branch facilities ( or assume leases as applicable), and
  certain furniture, equipment and other fixed operating assets associated
  with the branches, at fair market value (currently estimated to total
  approximately $6.9 million).
  
       The transaction evidenced by the Purchase and Assumption Agreement is
  scheduled to close during the second quarter of 1995, and closing is
  contingent upon receipt by the parties of all necessary regulatory
  approvals.  In order to finance the transaction, the Registrant anticipates
  an offering of new common stock or securities in the range of approximately
  $33-40 million to provide additional capital necessary for regulatory
  approval.  The Registrant anticipates the offering would involve a public
  offering underwritten on a firm commitment basis and anticipates that any
  offerings would be completed during the second quarter of 1995.  In the
  event that the Bank is unable to proceed to closing due to a lack of
  regulatory approval or the inability of Registrant to raise sufficient
  capital, the Bank is obligated to pay Chase a "break-up fee" of up to $1.85
  million.
  
  
  Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
  
       (c) Exhibits.  Exhibit number 20 Other Documents or Statements to
  Security Holders.  A press release dated December 7, 1994 describing the
  proposed acquisition of 15 branches of Chase Manhattan Bank in Upstate New
  York by Community Bank, N.A. is reproduced on page 4 of this document.
  <PAGE>
  
                                   SIGNATURES
  
  
       Pursuant to the requirements 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.
  
  
  
                                 COMMUNITY BANK SYSTEM, INC.
                                      (Registrant)
  
  
  
                                by:  /s/ David G. Wallace 
                                     David G. Wallace
                                     Senior Vice President and
                                     Chief Financial Officer
  
  
  Date:  December 9, 1994
  
  <PAGE>
                                                               Exhibit 20
  
                                                               NEWS RELEASE  
  For Release 12/7/94 5 p.m.
  
  Contact:Contact:
  
  Sanford A. Belden                  David S. Nolan
  President & CEO                    Vice President Communications
  COMMUNITY BANK, N.A. &             The CHASE MANHATTAN BANK, N.A.
  Community Bank System, Inc.        (716) 258-7402
  (315) 445-2282
  
                      COMMUNITY BANK, N.A. to Purchase 15 
                        CHASE MANHATTAN Upstate Branches
  
       Syracuse, New York (December 7, 1994)--COMMUNITY BANK, N.A. (CBNA), a
  DeWitt-based bank with over $850 million in assets, and The CHASE MANHATTAN
  BANK, N.A. have signed an agreement, subject to regulatory approval, for
  COMMUNITY BANK to acquire 15 CHASE branches in Upstate New York with total
  deposits of $455 million.
  
       Sanford A. Belden, president and chief executive officer of CBNA,
  stated that the transaction also will include approximately $30 million in
  related small business and consumer loans, as well as facilities, leases,
  furniture and equipment.  The agreement reflects a premium of 8.25 percent
  on deposits.
  
       Community Bank System, Inc. (NASDAQ-NMS: CBSI), a registered bank
  holding company of which COMMUNITY BANK is the single wholly-owned banking
  subsidiary, anticipates issuing new common stock to help finance the
  purchase, which is scheduled to be completed during the second quarter of
  1995.
  
       The 15 branches and their respective county locations are as follows:
  Chenango County-Norwich; Jefferson County-Watertown/Arsenal Street and
  Washington Street; Oneida County-Boonville, New Hartford and Utica;
  Onondaga County-Skaneateles; Ontario County-Geneva; Oswego County-Pulaski;
  Seneca County-Seneca Falls; Steuben County-Hammondsport; St. Lawrence
  County-Canton; Wayne County-Newark/South Main Street and Newark Plaza; and
  Yates County-Penn Yan.
  
  <PAGE>
  
  COMMUNITY BANK to Purchase 15 CHASE MANHATTAN Branches...Page 2
  
       CHASE and COMMUNITY BANK said that both institutions will be
  communicating soon to customers to explain how their accounts and banking
  relationships will be handled following the transfer.  
  
  COMMUNITY BANK's Purchase Strategy
       "We are particularly pleased that we will now be able to bring our
  style of local banking and personalized service to these new markets,"
  Belden said.  CBNA's existing 37 banking offices are largely in small towns
  and villages throughout the Finger Lakes Region; the Southern Tier,
  including Southwestern New York; and Northern New York.
  
       Belden went on to say, "This purchase will be attractive to CBSI
  shareholders because it builds a larger, competitively stronger and more
  attractive franchise by filling in our existing branch network as well as
  adding adjacent markets where we do not have a presence." 
  
       Lastly, Belden stated, "Marketing and advertising synergies  and
  operating efficiencies across the expanded branch network will create
  further financial advantages.  Moreover, we heartily welcome the
  professional CHASE personnel, who will bring highly developed service
  quality skills to CBNA." 
  
  CHASE MANHATTAN BANK's Sales Strategy
       William H. Hoefling, executive vice president and distribution
  executive for CHASE, said CHASE's decision to sell these branches reflects
  a continuation of business strategies that emphasize convenient and cost-
  effective systems to deliver financial services.  "Over the past two years
  we've spent a lot of time talking with our customers to determine their
  needs and service preferences.  One conclusion from this research is that
  technology is becoming increasingly important to our customers.
  
  <PAGE>
  
  COMMUNITY BANK to Purchase 15 CHASE MANHATTAN Branches...Page 3
  
       "More and more customers are turning to what we describe as
  'alternative delivery systems'--ATMs, the telephone, fax machines and home
  computers--to do routine banking transactions," Hoefling continued.  "Over
  the past year, CHASE has introduced a number of technology-based banking
  services for upstate customers, including 24-hour-a-day-telephone access to
  customer service representatives and personal computer banking.  Our
  business strategies going forward will put more emphasis on technology and
  people.  As we focus our marketing activities on the more urban upstate
  markets, the branch sale will enable us to commit additional resources to
  new service technologies," Hoefling said.
  
       Hoefling said that CHASE was familiar with CBNA from the recent sale
  of its Cato, New York office to COMMUNITY BANK.  "We believe that they
  share our commitment to customers and community, and that all concerned
  should benefit from this transaction," he said.
  
       CHASE will not withdraw completely from the markets in which these
  branches are located, Hoefling said.  "We will continue to serve larger
  commercial and corporate customers.  Our national product companies--home
  mortgage, credit card, indirect installment loans and others--will continue
  their services to these communities."
  
  Profile of Each Bank
       COMMUNITY BANK offers a full-range of high-quality products and
  services for both individuals and small businesses.  These include FDIC-
  insured checking and savings deposit products, a variety of personal and
  commercial loans, personal and employee benefit trust services, and a range
  of nonbank financial products, including annuities and mutual funds.  CBNA
  is recognized by Veribanc, Inc. and several other bank monitoring services
  as consistently achieving the highest levels of financial safety, soundness
  and strength.
  
  <PAGE>  
  
  COMMUNITY BANK to Purchase 15 CHASE MANHATTAN Branches...Page 4  
  
       Any offering of CBSI common stock shall be made only by means of a
  prospectus meeting the requirements of the Securities Act of 1933 and state
  laws.  Nothing herein shall be deemed or construed as an offer to purchase
  any such common stock.
  
       The CHASE MANHATTAN Bank, N.A. is a subsidiary of The Chase Manhattan
  Corporation.  With nearly $117 billion in assets, CHASE provides financial
  services that enhance the well-being and success of individuals,
  industries, communities and countries around the world.  It currently
  serves the states of New York and Connecticut through a network of over 300
  branches.
  
  
                                      -30-
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text: SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
  
                                    FORM 8-K
  
                                 CURRENT REPORT
  
                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934
  
                       Date of Report:  December 6, 1994   
                       (Date of earliest event reported)
  
                             COMMUNITY BANK SYSTEM, INC.         
               (Exact name of registrant as specified in charter)
  
                Delaware                0-11716          16-1213679      
          (State or other jurisdiction   (Commission   (IRS Employer  
               of incorporation         File number)  Identification Number 
  
              5790 Widewaters Parkway, DeWitt, New York       13214  
              (Address of principal executive officer)    (Zip Code)        
  
                         Registrant's telephone number,
                     including area code:   (315) 445-2282
  
                                   Not Applicable                     
         (Former name or former address, if changed since last report)
  
                         This Report contains 7 pages.
  Item 5.  Other Events.
  
       On December 6, 1994, Community Bank, N.A. ("the "Bank"), a wholly-
  owned subsidiary of Registrant, entered into a Purchase and Assumption
  Agreement with The Chase Manhattan Bank, N.A. ("Chase") for the acquisition
  of certain assets and assumption of certain liabilities by the Bank related
  to 15 Chase branch offices located in Norwich, Watertown, Boonville, New
  Hartford, Utica, Skaneateles, Geneva, Pulaski, Seneca Falls, Hammondsport,
  Canton, Newark and Penn Yan, New York.  Pursuant to the transaction, the
  Bank would assume certain deposit liabilities currently estimated to be
  approximately $455 million, would pay Chase a premium of 8.25% of these
  deposits, would purchase certain small business and consumer loans
  currently estimated to be approximately $30 million at face value, and
  would purchase the branch facilities ( or assume leases as applicable), and
  certain furniture, equipment and other fixed operating assets associated
  with the branches, at fair market value (currently estimated to total
  approximately $6.9 million).
  
       The transaction evidenced by the Purchase and Assumption Agreement is
  scheduled to close during the second quarter of 1995, and closing is
  contingent upon receipt by the parties of all necessary regulatory
  approvals.  In order to finance the transaction, the Registrant anticipates
  an offering of new common stock or securities in the range of approximately
  $33-40 million to provide additional capital necessary for regulatory
  approval.  The Registrant anticipates the offering would involve a public
  offering underwritten on a firm commitment basis and anticipates that any
  offerings would be completed during the second quarter of 1995.  In the
  event that the Bank is unable to proceed to closing due to a lack of
  regulatory approval or the inability of Registrant to raise sufficient
  capital, the Bank is obligated to pay Chase a "break-up fee" of up to $1.85
  million.
  
  Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
  
       (c) Exhibits.  Exhibit number 20 Other Documents or Statements to
  Security Holders.  A press release dated December 7, 1994 describing the
  proposed acquisition of 15 branches of Chase Manhattan Bank in Upstate New
  York by Community Bank, N.A. is reproduced on page 4 of this document.
  SIGNATURES
  
       Pursuant to the requirements 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.
  
                                 COMMUNITY BANK SYSTEM, INC.
                                      (Registrant)
  
                                by:  /s/ David G. Wallace 
                                     David G. Wallace
                                     Senior Vice President and
                                     Chief Financial Officer
  
  Date:  December 9, 1994
  Exhibit 20
  
                                                               NEWS RELEASE  
  For Release 12/7/94 5 p.m.
  
  Contact:Contact:
  
  Sanford A. Belden                  David S. Nolan
  President & CEO                    Vice President Communications
  COMMUNITY BANK, N.A. &             The CHASE MANHATTAN BANK, N.A.
  Community Bank System, Inc.        (716) 258-7402
  (315) 445-2282
  
                      COMMUNITY BANK, N.A. to Purchase 15 
                        CHASE MANHATTAN Upstate Branches
  
       Syracuse, New York (December 7, 1994)--COMMUNITY BANK, N.A. (CBNA), a
  DeWitt-based bank with over $850 million in assets, and The CHASE MANHATTAN
  BANK, N.A. have signed an agreement, subject to regulatory approval, for
  COMMUNITY BANK to acquire 15 CHASE branches in Upstate New York with total
  deposits of $455 million.
  
       Sanford A. Belden, president and chief executive officer of CBNA,
  stated that the transaction also will include approximately $30 million in
  related small business and consumer loans, as well as facilities, leases,
  furniture and equipment.  The agreement reflects a premium of 8.25 percent
  on deposits.
  
       Community Bank System, Inc. (NASDAQ-NMS: CBSI), a registered bank
  holding company of which COMMUNITY BANK is the single wholly-owned banking
  subsidiary, anticipates issuing new common stock to help finance the
  purchase, which is scheduled to be completed during the second quarter of
  1995.
  
       The 15 branches and their respective county locations are as follows:
  Chenango County-Norwich; Jefferson County-Watertown/Arsenal Street and
  Washington Street; Oneida County-Boonville, New Hartford and Utica;
  Onondaga County-Skaneateles; Ontario County-Geneva; Oswego County-Pulaski;
  Seneca County-Seneca Falls; Steuben County-Hammondsport; St. Lawrence
  County-Canton; Wayne County-Newark/South Main Street and Newark Plaza; and
  Yates County-Penn Yan.
  COMMUNITY BANK to Purchase 15 CHASE MANHATTAN Branches...Page 2
  
       CHASE and COMMUNITY BANK said that both institutions will be
  communicating soon to customers to explain how their accounts and banking
  relationships will be handled following the transfer.  
  
  COMMUNITY BANK's Purchase Strategy
       "We are particularly pleased that we will now be able to bring our
  style of local banking and personalized service to these new markets,"
  Belden said.  CBNA's existing 37 banking offices are largely in small towns
  and villages throughout the Finger Lakes Region; the Southern Tier,
  including Southwestern New York; and Northern New York.
  
       Belden went on to say, "This purchase will be attractive to CBSI
  shareholders because it builds a larger, competitively stronger and more
  attractive franchise by filling in our existing branch network as well as
  adding adjacent markets where we do not have a presence." 
  
       Lastly, Belden stated, "Marketing and advertising synergies  and
  operating efficiencies across the expanded branch network will create
  further financial advantages.  Moreover, we heartily welcome the
  professional CHASE personnel, who will bring highly developed service
  quality skills to CBNA." 
  
  CHASE MANHATTAN BANK's Sales Strategy
       William H. Hoefling, executive vice president and distribution
  executive for CHASE, said CHASE's decision to sell these branches reflects
  a continuation of business strategies that emphasize convenient and cost-
  effective systems to deliver financial services.  "Over the past two years
  we've spent a lot of time talking with our customers to determine their
  needs and service preferences.  One conclusion from this research is that
  technology is becoming increasingly important to our customers.
  COMMUNITY BANK to Purchase 15 CHASE MANHATTAN Branches...Page 3
  
       "More and more customers are turning to what we describe as
  'alternative delivery systems'--ATMs, the telephone, fax machines and home
  computers--to do routine banking transactions," Hoefling continued.  "Over
  the past year, CHASE has introduced a number of technology-based banking
  services for upstate customers, including 24-hour-a-day-telephone access to
  customer service representatives and personal computer banking.  Our
  business strategies going forward will put more emphasis on technology and
  people.  As we focus our marketing activities on the more urban upstate
  markets, the branch sale will enable us to commit additional resources to
  new service technologies," Hoefling said.
  
       Hoefling said that CHASE was familiar with CBNA from the recent sale
  of its Cato, New York office to COMMUNITY BANK.  "We believe that they
  share our commitment to customers and community, and that all concerned
  should benefit from this transaction," he said.
  
       CHASE will not withdraw completely from the markets in which these
  branches are located, Hoefling said.  "We will continue to serve larger
  commercial and corporate customers.  Our national product companies--home
  mortgage, credit card, indirect installment loans and others--will continue
  their services to these communities."
  
  Profile of Each Bank
       COMMUNITY BANK offers a full-range of high-quality products and
  services for both individuals and small businesses.  These include FDIC-
  insured checking and savings deposit products, a variety of personal and
  commercial loans, personal and employee benefit trust services, and a range
  of nonbank financial products, including annuities and mutual funds.  CBNA
  is recognized by Veribanc, Inc. and several other bank monitoring services
  as consistently achieving the highest levels of financial safety, soundness
  and strength.
  COMMUNITY BANK to Purchase 15 CHASE MANHATTAN Branches...Page 4  
  
       Any offering of CBSI common stock shall be made only by means of a
  prospectus meeting the requirements of the Securities Act of 1933 and state
  laws.  Nothing herein shall be deemed or construed as an offer to purchase
  any such common stock.
  
       The CHASE MANHATTAN Bank, N.A. is a subsidiary of The Chase Manhattan
  Corporation.  With nearly $117 billion in assets, CHASE provides financial
  services that enhance the well-being and success of individuals,
  industries, communities and countries around the world.  It currently
  serves the states of New York and Connecticut through a network of over 300
  branches.
  
                                      -30-