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:  July 14, 1995
                        (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 offices)  (Zip Codes)
  
                          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 6 pages
                          Exhibit index located at page 6
  
  <PAGE>
  Item 2.  Acquisition or Disposition of Assets
  
         On December 6, 1994, Community Bank System, Inc., DeWitt, New
  York ("Registrant"), a bank holding company owning 100 percent of
  the outstanding stock of Community Bank, N.A. ("Bank") and the Bank
  entered into a Purchase and Assumption Agreement ("the Agreement")
  with The Chase Manhattan Bank, N.A. ("Chase").  The Agreement
  provides for the acquisition of certain assets and the assumption
  of certain liablities by the Bank ("the Acquisition") relating to
  the 15 Chase branches located in Norwich, Watertown (two)
  Boonville, New Hartford, Utica, Skaneateles, Geneva, Pulaski,
  Seneca Falls, Hammondsport, Canton, Newark (two) and Penn Yan, New
  York ("the Chase Branches"). 
  
         On June 30, 1995, and July 10, 1995, the Registrant raised a
  total of approximately $27.5 million in capital (net of expenses)
  through the issuance of 862,500 shares of its $1.25 par value
  common stock priced at $24.25 and 90,000 shares of its $1.00 par
  value, $100.00 stated value, 9% cumulative perpetual preferred
  stock, pursuant to the Registrant's Registration Statement on Form
  S-2 (No. 33-58539) ("the Offerings").  All of the $27.5 million net
  proceeds of the stock issuance was contributed to the Bank as
  capital in anticipation of the Acquisition in order for the Bank
  and the Registrant to maintain adequate capitalization pursuant to
  applicable regulatory capital guidelines.
  
         On July 14, 1995, the Acquisition closed using a preliminary
  settlement based on deposit and loan balances and a premium payment
  of 8.25% on these deposits as of June 30, 1995.  The Purchase and
  Assumption Agreement provides for a final settlement to occur
  within 60 days of the closing to reflect loan and deposit balances
  as of the closing date.  It is not anticipated that the final
  settlement adjustments will be material.  Based on the preliminary
  settlement information as of June 30, 1995, the Registrant's resulting 
  pro forma Tier I leverage ratio as of that date would have been 5.24%.
  
         At the closing, the Bank assumed deposits, accrued interest
  and other liabilities totalling approximately $390.9 million.  In
  addition, the Bank acquired certain small business and consumer
  loans totalling approximately $15.3 million, certain real property,
  furniture and equipment related to the branches for a purchase
  price of approximately $5.1 million and currency, coin and other
  assets totalling approximately $5.5 million.  After paying a
  deposit premium of 8.25% on the deposits assumed totalling
  approximately $32.2 million, the Bank received approximately $332.8
  million in cash from Chase as consideration for the net deposit
  liabilities assumed.  
  
         The Chase Branches and deposits acquired in the Acquisition
  will be incorporated into the Bank's existing branch network.  The
  Bank may, however, sell certain branch locations (including certain
  of the Chase Branches) and related deposits consistent with its
  overall business objectives.  As of the date of this report, the
  Registrant has had substative discussions with potential
  purchasers, although no agreements to sell any branch locations or
  related deposits have been executed.  
  <PAGE>
  
  Item 7.       Financial Statements, Pro Forma Financial Information and
                Exhibits
  
         (a)    Financial Statements of Business Acquired
  
                Not applicable.
  
         (b)    Pro Forma financial information
  
                The following Pro Forma financial information is filed
                herewith:
  
                -      Community Bank System, Inc. Pro Forma Consolidated
                       Statement of Condition as of March 31, 1995.
  
       The following unaudited pro forma consolidated balance sheet has been 
  derived from the historical balance sheet of the Registrant, adjusted to 
  give effect to the acquisition of selected assets and the assumption of 
  selected liabilities in connection with the Acquisition, repayment of 
  borrowings, and the issuance and sale of common stock and preferred stock
  through the Offerings as though such transactions had occurred on March 31, 
  1995.  The unaudited pro forma consolidated balance sheet is not necessarily 
  indicative of the financial position that would have been achieved had the 
  transactions reflected therein occurred on such date.  The pro forma 
  adjustments with respect to the Acquistion reflect March 31, 1995 balances 
  which are in accordance with the terms of the Purchase and Assumption 
  Agreement and changed prior to the closing date in accordance with the terms 
  of the Purchase and Assumption Agreement.  The unaudited pro forma 
  consolidated balance sheet also does not purport to project the balance sheet 
  of the Registrant as of the period shown or for any future period.
  <PAGE>
  PRO FORMA CONSOLIDATED STATEMENT OF CONDITION
  Acquisition and Capitalization as if they occurred on
  March 31, 1995
  (Unaudited)
  <TABLE>
  <CAPTION>
  
                                                                        Pro Forma Adjustments
                                                                                        Offerings (2)     Pro Forma
                                                         As Reported     Acquisition (1)  and Other         Total
  <S>                                                   <C>              <C>             <C>             <C>
  ASSETS
      Cash, cash equivalents and due from banks              $50,722        $385,258 (3)   ($133,032)       $302,948
      Investment securities (approximate market
        value of $391,124)                                   387,177                                         387,177
      Loans                                                  519,253          25,235                         544,488
      Less: Unearned discount                                 23,872                                          23,872
            Reserve for possible loan losses                   6,424                                           6,424
  - -------------------------------------------------------------------------------------------------------------------
            Net loans                                        488,957          25,235                         514,192
      Premises and equipment,net                              10,652           5,314                          15,966
      Accrued interest receivable                              8,007             160                           8,167
      Intangible assets,net                                    5,987          37,197 (4)                      43,184
      Other assets                                             8,778                                           8,778
  - -------------------------------------------------------------------------------------------------------------------
       TOTAL ASSETS                                         $960,280        $453,164       ($133,032)     $1,280,412
  ===================================================================================================================
  
  LIABILITIES AND SHAREHOLDERS' EQUITY
   Liabilities:
     Deposits
      Noninterest bearing                                   $101,168         $41,183                        $142,351
      Interest bearing                                       621,213         409,693                       1,030,906
  - -------------------------------------------------------------------------------------------------------------------
      Total deposits                                         722,381         450,876                       1,173,257
  
     Federal funds purchased                                  43,765                         (43,765)(5)           0
     Term borrowings                                         115,550                        (115,000)(5)         550
     Accrued interest and other liabilities                    9,621           2,288 (6)                      11,909
  - -------------------------------------------------------------------------------------------------------------------
       Total liabilities                                     891,317         453,164        (158,765)      1,185,716
  - -------------------------------------------------------------------------------------------------------------------
    Shareholders' equity:
      Preferred Stock                                                                          9,000           9,000
      Common stock                                             3,485                             938           4,423
      Surplus                                                 14,885                          15,795          30,680
      Undivided profits                                       51,768                                          51,768
      Unrealized net gains (losses) on available-
        for-sale securities                                   (1,172)                                         (1,172)
      Shares issued under employee stock plan-unearned            (3)                                             (3)
  - -------------------------------------------------------------------------------------------------------------------
      Total shareholders' equity                              68,963                          25,733          94,696
  - -------------------------------------------------------------------------------------------------------------------
      TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY            $960,280        $453,164       ($133,032)     $1,280,412
  ===================================================================================================================
  </TABLE>
  
  The accompanying notes are an integral part of the pro forma consolidated 
  financial statements.
  <PAGE>
  Notes to Pro Forma Consolidated Statement of Condition (Unaudited)
  March 31, 1995
  
  
  (1)   Reflects acquisition of Chase branches after giving effect to 
  consummation of the transaction and related purchase accounting adjustments 
  by the Company as if they occurred on March 31, 1995.
  
  (2)   Reflects the Common Stock offering of 750,000 shares at $25.50 per 
  share; the Preferred Stock Offering of 90,000 shares at $100.00 per share, 
  less estimated expenses of $2.4 million.
  
  (3)   Consideration received from Chase in connection with the Acquisition 
  in accordance with the agreement.
  
  (4)   Includes core deposit value of $18.2 million to be amortized over 10 
  years using an accelerated method, and goodwill of $19.0 million to be 
  amortized on a straight line basis over 25 years.
  
  (5)   Reflects repayment of FHLB borrowings, except $550,000 3-year term 
  borrowing scheduled to mature in 1996.
  
  (6)   Reflects accrued interest payable of $1,957,520 and postretirement 
  benefit obligations other than pensions of $331,200.  
  
  
         (c)    Exhibits
  
                Exhibit Number              Description of Exhibit
  
                       2.1                  Purchase and Assumption Agreement
                                            dated December 6, 1994 among the
                                            Bank, the Registrant and Chase,
                                            previously filed with the Commission
                                            on April 11, 1995 as Exhibit 10.01
                                            to the Registrant's Registration
                                            Statement on Form S-2 (no. 33-
                                            58539), and incorporated herein by
                                            reference.
  
                       2.2                  First Amendment dated April 4, 1995
                                            to Purchase and Assumption Agreement
                                            among the Bank, the Registrant and
                                            Chase, previously filed with the
                                            Commission on April 11, 1995 as
                                            Exhibit 10.02 to the Registrant's
                                            Registration Statement on Form S-2
                                            (no. 33-58539), and incorporated
                                            herein by reference.
  <PAGE>
         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 hereunto duly authorized.
  
  
  Date:  July 28, 1995                      Commuity Bank System, Inc.
  
  
                                            By:  /s/ David G. Wallace    
                                                       Treasurer
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 13895}]
metadata_filer: {"company-data": {"conformed-name": "COMMUNITY BANK SYSTEM INC", "cik": "0000723188", "assigned-sic": "6022", "irs-number": "161213679", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-11716", "film-number": "95557017"}, "business-address": {"street1": "5790 WIDEWATERS PKWY", "city": "DEWITT", "state": "NY", "zip": "13214", "phone": "3154452282"}, "mail-address": {"street1": "5790 WIDEWATERS PARKWAY", "city": "DEWITT", "state": "NY", "zip": "13214"}}
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:  July 14, 1995
                        (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 offices)  (Zip Codes)
  
                          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 6 pages
                          Exhibit index located at page 6
  Item 2.  Acquisition or Disposition of Assets
  
         On December 6, 1994, Community Bank System, Inc., DeWitt, New
  York ("Registrant"), a bank holding company owning 100 percent of
  the outstanding stock of Community Bank, N.A. ("Bank") and the Bank
  entered into a Purchase and Assumption Agreement ("the Agreement")
  with The Chase Manhattan Bank, N.A. ("Chase").  The Agreement
  provides for the acquisition of certain assets and the assumption
  of certain liablities by the Bank ("the Acquisition") relating to
  the 15 Chase branches located in Norwich, Watertown (two)
  Boonville, New Hartford, Utica, Skaneateles, Geneva, Pulaski,
  Seneca Falls, Hammondsport, Canton, Newark (two) and Penn Yan, New
  York ("the Chase Branches"). 
  
         On June 30, 1995, and July 10, 1995, the Registrant raised a
  total of approximately $27.5 million in capital (net of expenses)
  through the issuance of 862,500 shares of its $1.25 par value
  common stock priced at $24.25 and 90,000 shares of its $1.00 par
  value, $100.00 stated value, 9% cumulative perpetual preferred
  stock, pursuant to the Registrant's Registration Statement on Form
  S-2 (No. 33-58539) ("the Offerings").  All of the $27.5 million net
  proceeds of the stock issuance was contributed to the Bank as
  capital in anticipation of the Acquisition in order for the Bank
  and the Registrant to maintain adequate capitalization pursuant to
  applicable regulatory capital guidelines.
  
         On July 14, 1995, the Acquisition closed using a preliminary
  settlement based on deposit and loan balances and a premium payment
  of 8.25% on these deposits as of June 30, 1995.  The Purchase and
  Assumption Agreement provides for a final settlement to occur
  within 60 days of the closing to reflect loan and deposit balances
  as of the closing date.  It is not anticipated that the final
  settlement adjustments will be material.  Based on the preliminary
  settlement information as of June 30, 1995, the Registrant's resulting 
  pro forma Tier I leverage ratio as of that date would have been 5.24%.
  
         At the closing, the Bank assumed deposits, accrued interest
  and other liabilities totalling approximately $390.9 million.  In
  addition, the Bank acquired certain small business and consumer
  loans totalling approximately $15.3 million, certain real property,
  furniture and equipment related to the branches for a purchase
  price of approximately $5.1 million and currency, coin and other
  assets totalling approximately $5.5 million.  After paying a
  deposit premium of 8.25% on the deposits assumed totalling
  approximately $32.2 million, the Bank received approximately $332.8
  million in cash from Chase as consideration for the net deposit
  liabilities assumed.  
  
         The Chase Branches and deposits acquired in the Acquisition
  will be incorporated into the Bank's existing branch network.  The
  Bank may, however, sell certain branch locations (including certain
  of the Chase Branches) and related deposits consistent with its
  overall business objectives.  As of the date of this report, the
  Registrant has had substative discussions with potential
  purchasers, although no agreements to sell any branch locations or
  related deposits have been executed.
  Item 7.       Financial Statements, Pro Forma Financial Information and
                Exhibits
  
         (a)    Financial Statements of Business Acquired
  
                Not applicable.
  
         (b)    Pro Forma financial information
  
                The following Pro Forma financial information is filed
                herewith:
  
                -      Community Bank System, Inc. Pro Forma Consolidated
                       Statement of Condition as of March 31, 1995.
  
       The following unaudited pro forma consolidated balance sheet has been 
  derived from the historical balance sheet of the Registrant, adjusted to 
  give effect to the acquisition of selected assets and the assumption of 
  selected liabilities in connection with the Acquisition, repayment of 
  borrowings, and the issuance and sale of common stock and preferred stock
  through the Offerings as though such transactions had occurred on March 31, 
  1995.  The unaudited pro forma consolidated balance sheet is not necessarily 
  indicative of the financial position that would have been achieved had the 
  transactions reflected therein occurred on such date.  The pro forma 
  adjustments with respect to the Acquistion reflect March 31, 1995 balances 
  which are in accordance with the terms of the Purchase and Assumption 
  Agreement and changed prior to the closing date in accordance with the terms 
  of the Purchase and Assumption Agreement.  The unaudited pro forma 
  consolidated balance sheet also does not purport to project the balance sheet 
  of the Registrant as of the period shown or for any future period.
  PRO FORMA CONSOLIDATED STATEMENT OF CONDITION
  Acquisition and Capitalization as if they occurred on
  March 31, 1995
  (Unaudited)
  Pro Forma Adjustments
                                                                                        Offerings (2)     Pro Forma
                                                         As Reported     Acquisition (1)  and Other         Total
  ASSETS
      Cash, cash equivalents and due from banks              $50,722        $385,258 (3)   ($133,032)       $302,948
      Investment securities (approximate market
        value of $391,124)                                   387,177                                         387,177
      Loans                                                  519,253          25,235                         544,488
      Less: Unearned discount                                 23,872                                          23,872
            Reserve for possible loan losses                   6,424                                           6,424
  - -------------------------------------------------------------------------------------------------------------------
            Net loans                                        488,957          25,235                         514,192
      Premises and equipment,net                              10,652           5,314                          15,966
      Accrued interest receivable                              8,007             160                           8,167
      Intangible assets,net                                    5,987          37,197 (4)                      43,184
      Other assets                                             8,778                                           8,778
  - -------------------------------------------------------------------------------------------------------------------
       TOTAL ASSETS                                         $960,280        $453,164       ($133,032)     $1,280,412
  ===================================================================================================================
  
  LIABILITIES AND SHAREHOLDERS' EQUITY
   Liabilities:
     Deposits
      Noninterest bearing                                   $101,168         $41,183                        $142,351
      Interest bearing                                       621,213         409,693                       1,030,906
  - -------------------------------------------------------------------------------------------------------------------
      Total deposits                                         722,381         450,876                       1,173,257
  
     Federal funds purchased                                  43,765                         (43,765)(5)           0
     Term borrowings                                         115,550                        (115,000)(5)         550
     Accrued interest and other liabilities                    9,621           2,288 (6)                      11,909
  - -------------------------------------------------------------------------------------------------------------------
       Total liabilities                                     891,317         453,164        (158,765)      1,185,716
  - -------------------------------------------------------------------------------------------------------------------
    Shareholders' equity:
      Preferred Stock                                                                          9,000           9,000
      Common stock                                             3,485                             938           4,423
      Surplus                                                 14,885                          15,795          30,680
      Undivided profits                                       51,768                                          51,768
      Unrealized net gains (losses) on available-
        for-sale securities                                   (1,172)                                         (1,172)
      Shares issued under employee stock plan-unearned            (3)                                             (3)
  - -------------------------------------------------------------------------------------------------------------------
      Total shareholders' equity                              68,963                          25,733          94,696
  - -------------------------------------------------------------------------------------------------------------------
      TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY            $960,280        $453,164       ($133,032)     $1,280,412
  ===================================================================================================================
  The accompanying notes are an integral part of the pro forma consolidated 
  financial statements.
  Notes to Pro Forma Consolidated Statement of Condition (Unaudited)
  March 31, 1995
  
  (1)   Reflects acquisition of Chase branches after giving effect to 
  consummation of the transaction and related purchase accounting adjustments 
  by the Company as if they occurred on March 31, 1995.
  
  (2)   Reflects the Common Stock offering of 750,000 shares at $25.50 per 
  share; the Preferred Stock Offering of 90,000 shares at $100.00 per share, 
  less estimated expenses of $2.4 million.
  
  (3)   Consideration received from Chase in connection with the Acquisition 
  in accordance with the agreement.
  
  (4)   Includes core deposit value of $18.2 million to be amortized over 10 
  years using an accelerated method, and goodwill of $19.0 million to be 
  amortized on a straight line basis over 25 years.
  
  (5)   Reflects repayment of FHLB borrowings, except $550,000 3-year term 
  borrowing scheduled to mature in 1996.
  
  (6)   Reflects accrued interest payable of $1,957,520 and postretirement 
  benefit obligations other than pensions of $331,200.  
  
         (c)    Exhibits
  
                Exhibit Number              Description of Exhibit
  
                       2.1                  Purchase and Assumption Agreement
                                            dated December 6, 1994 among the
                                            Bank, the Registrant and Chase,
                                            previously filed with the Commission
                                            on April 11, 1995 as Exhibit 10.01
                                            to the Registrant's Registration
                                            Statement on Form S-2 (no. 33-
                                            58539), and incorporated herein by
                                            reference.
  
                       2.2                  First Amendment dated April 4, 1995
                                            to Purchase and Assumption Agreement
                                            among the Bank, the Registrant and
                                            Chase, previously filed with the
                                            Commission on April 11, 1995 as
                                            Exhibit 10.02 to the Registrant's
                                            Registration Statement on Form S-2
                                            (no. 33-58539), and incorporated
                                            herein by reference.
  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 hereunto duly authorized.
  
  Date:  July 28, 1995                      Commuity Bank System, Inc.
  
                                            By:  /s/ David G. Wallace    
                                                       Treasurer