Registration No. 333-______

 As filed with the Securities and Exchange Commission on June 20, 2001


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           ---------------------------


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           ---------------------------


                           Finger Lakes Bancorp, Inc.
             (Exact Name of Registrant as Specified in its Charter)

       Delaware                                          16-1594819
 (State or Other Jurisdiction of           (I.R.S. Employer Identification No.)
  Incorporation or Organization)

                               470 Exchange Street
                           Geneva, New York 14456-0353
                    (Address of Principal Executive Offices)

                           ---------------------------


                Finger Lakes Bancorp, Inc. 2001 Stock Option Plan
         Finger Lakes Bancorp, Inc. 2001 Recognition and Retention Plan
                            (Full Title of the Plans)


                                   Copies to:

G. Thomas Bowers, President
and Chief Executive Officer           John J. Gorman, Esquire
Finger Lakes Bancorp, Inc.            Luse Lehman Gorman Pomerenk & Schick, P.C.
470 Exchange Street                   5335 Wisconsin Ave., N.W., Suite 400
Geneva, New York 14456-0353           Washington, D.C.  20015
(315) 789-3838                        (202) 274-2000
(Name, Address and Telephone
 Number of Agent for Service)

                           ---------------------------


     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933 check the following box. |X|



<PAGE>





                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>


 Title of Securities          Amount to be              Proposed                Proposed                Amount of
   to be Registered          Registered (1)             Maximum                  Maximum             Registration Fee
                                                   Offering Price Per      Aggregate Offering
                                                         Share                    Price
<S>                        <C>                      <C>                        <C>                     <C>
    Common Stock,
    par value $.01         213,750 shares (2)          $9.30 (3)                $1,987,875                 $497
      per share
    Common Stock,
    par value $.01         16,982 shares (4)           $9.995 (6)                $169,735                  $42
      per share
    Common Stock,
    par value $.01         92,293 shares (5)           $9.995 (6)                $922,468                  $231
      per share
        Total                323,025 shares                                    $3,080,079                  $770

</TABLE>

 -------------
(1)  Together with an indeterminate number of additional shares which may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     the Finger Lakes Bancorp, Inc. 2001 Stock Option Plan (the "Stock Option
     Plan"), and the Finger Lakes Bancorp, Inc. 2001 Recognition and Retention
     Plan (the "Recognition and Retention Plan") as the result of a stock split,
     stock dividend or similar adjustment of the outstanding Common Stock of
     Finger Lakes Bancorp, Inc. pursuant to 17 C.F.R. ss. 230.416(a).
(2)  Represents the number of shares currently reserved for issuance pursuant to
     options granted pursuant to the Stock Option Plan.
(3)  Determined by the exercise price of options pursuant to 17 C.F.R.ss.230.457
     (h)(1).
(4)  Represents the number of shares currently reserved for issuance pursuant to
     options available for grant pursuant to the Stock Option Plan.
(5)  Represents the maximum number of shares which can be granted pursuant to
     the Recognition and Retention Plan.
(6)  Determined by reference to the fair market value of the common stock on
     June 18, 2001, pursuant to 17 C.F.R.ss.230.457(c).

                      ------------------------------------


     This   Registration   Statement  shall  become  effective  upon  filing  in
accordance  with Section 8(a) of the  Securities  Act of 1933 and 17 C.F.R.  ss.
230.462.




                                        2

<PAGE>



PART I.

     Items 1 and 2. Plan  Information  and Registrant  Information  and Employee
Plan Annual Information

     The documents  containing the  information  specified in Part I of Form S-8
have been or will be sent or given to  participants in the Stock Option Plan and
the Recognition and Retention Plan  (collectively,  the "Plans") as specified by
Rule  428(b)(1)  promulgated  by the  Securities  and Exchange  Commission  (the
"Commission")  under the  Securities  Act of 1933,  as amended (the  "Securities
Act").

     Such  documents  are not being filed with the  Commission,  but  constitute
(along with the  documents  incorporated  by  reference  into this  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

PART II.

Item 3.  Incorporation of Documents by Reference

     The following  documents  previously or concurrently  filed by Finger Lakes
Bancorp,  Inc. (the  "Company")  with the Commission are hereby  incorporated by
reference in this Registration Statement:

     a) The  Company's  Annual  Report on Form 10-K for the  fiscal  year  ended
December 31, 2000 (Commission File No. 000-31821),  filed pursuant to Rule 13a-1
of the Securities Exchange Act of 1934, as amended (the "Exchange Act");

     b) all other  reports  filed by the Company  pursuant  to Section  13(a) or
15(d) of the Exchange Act since the end of the year covered by the Annual Report
referred to above;

     c) The  description  of the common  stock of the Company  contained  in the
Registration  Statement on Form S-1 (Commission File No.  333-33418)  originally
filed by the Company  under the  Securities  Act of 1933 with the  Commission on
March 28, 2000,  and all amendments or reports filed for the purpose of updating
such description.

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections 13(a),  13(c),  14, or 15(d) of the Exchange Act, after the
date  hereof,  and  prior to the  filing  of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold,  shall be deemed incorporated by reference
into this  Registration  Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated,  by reference herein or therein shall be deemed to
be modified or superseded  for purposes of this  Registration  Statement and the
prospectus to the extent that a statement  contained herein or therein or in any
other   subsequently  filed  document  which  also  is,  or  is  deemed  to  be,
incorporated  by  reference  herein  or  therein  modifies  or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement and the prospectus.

     The  Company  shall  furnish  without  charge  to each  person  to whom the
prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the  information  that is  incorporated).  Requests  should be directed to G.
Thomas  Bowers,  President and Chief  Executive  Officer,  Finger Lakes Bancorp,
Inc., 470 Exchange Street,  Geneva, New York 14456-0353,  telephone number (315)
789-3838.

     All information appearing in this Registration Statement and the prospectus
is qualified in its entirety by the detailed  information,  including  financial
statements,  appearing  in the  documents  incorporated  herein  or  therein  by
reference.




                                        3

<PAGE>



Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.   Indemnification of Directors and Officers

     Article TENTH of the Certificate of  Incorporation of Finger Lakes Bancorp,
Inc.  (the  "Corporation")  sets  forth  circumstances  under  which  directors,
officers,  employees and agents of the Corporation may be insured or indemnified
against liability which they incur in their capacities as such:

     TENTH:

     A. Each  person  who was or is made a party or is  threatened  to be made a
party to or is otherwise  involved in any action,  suit or  proceeding,  whether
civil, criminal,  administrative or investigative  (hereinafter a "proceeding"),
by reason of the fact that he or she is or was a  Director  or an Officer of the
Corporation  or is or  was  serving  at the  request  of  the  Corporation  as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture,  trust or other enterprise,  including service with respect to an
employee benefit plan (hereinafter an  "indemnitee"),  whether the basis of such
proceeding  is alleged  action in an official  capacity as a Director,  Officer,
employee or agent or in any other capacity while serving as a Director, Officer,
employee or agent,  shall be indemnified and held harmless by the Corporation to
the fullest extent  authorized by the Delaware  General  Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the  extent  that such  amendment  permits  the  Corporation  to provide
broader  indemnification  rights  than such law  permitted  the  Corporation  to
provide  prior to such  amendment),  against  all  expense,  liability  and loss
(including  attorneys' fees,  judgments,  fines, ERISA excise taxes or penalties
and  amounts  paid  in  settlement)  reasonably  incurred  or  suffered  by such
indemnitee in connection therewith;  provided, however, that, except as provided
in  Section  C  hereof  with  respect  to   proceedings  to  enforce  rights  to
indemnification,   the  Corporation  shall  indemnify  any  such  indemnitee  in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.

     B. The right to  indemnification  conferred  in  Section A of this  Article
TENTH  shall  include  the  right  to be paid by the  Corporation  the  expenses
incurred in defending any such  proceeding  in advance of its final  disposition
(hereinafter  an  "advancement of expenses");  provided,  however,  that, if the
Delaware General  Corporation Law requires,  an advancement of expenses incurred
by an indemnitee in his or her capacity as a Director or Officer (and not in any
other  capacity  in  which  service  was  or is  rendered  by  such  indemnitee,
including,  without  limitation,  service to an employee  benefit plan) shall be
made only upon delivery to the  Corporation  of an undertaking  (hereinafter  an
"undertaking"),  by or on behalf of such  indemnitee,  to repay all  amounts  so
advanced if it shall  ultimately be determined by final  judicial  decision from
which there is no further right to appeal  (hereinafter a "final  adjudication")
that such  indemnitee is not entitled to be indemnified  for such expenses under
this Section or otherwise.  The rights to indemnification and to the advancement
of  expenses  conferred  in  Sections  A and B of this  Article  TENTH  shall be
contract  rights and such  rights  shall  continue as to an  indemnitee  who has
ceased to be a  Director,  Officer,  employee  or agent  and shall  inure to the
benefit of the indemnitee's heirs, executors and administrators.

     C. If a claim  under  Section A or B of this  Article  TENTH is not paid in
full by the  Corporation  within  sixty  days  after a  written  claim  has been
received by the Corporation, except in the case of a claim for an advancement of
expenses,  in which  case  the  applicable  period  shall be  twenty  days,  the
indemnitee  may at any time  thereafter  bring suit against the  Corporation  to
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit, or in a suit brought by the  Corporation to recover an advancement of
expenses  pursuant  to the  terms of an  undertaking,  the  indemnitee  shall be
entitled to be paid also the expense of prosecuting or defending such suit. In


                                        4

<PAGE>



     (i)  any  suit   brought   by  the   indemnitee   to  enforce  a  right  to
indemnification  hereunder  (but  not in a suit  brought  by the  indemnitee  to
enforce a right to an  advancement  of expenses) it shall be a defense that, and
(ii) in any suit by the  Corporation  to  recover  an  advancement  of  expenses
pursuant to the terms of an  undertaking  the  Corporation  shall be entitled to
recover such expenses upon a final adjudication that, the indemnitee has not met
any applicable  standard for  indemnification  set forth in the Delaware General
Corporation Law. Neither the failure of the Corporation  (including its Board of
Directors,  independent  legal  counsel,  or its  stockholders)  to have  made a
determination prior to the commencement of such suit that indemnification of the
indemnitee is proper in the  circumstances  because the  indemnitee  has met the
applicable  standard of conduct set forth in the  Delaware  General  Corporation
Law, nor an actual  determination  by the  Corporation  (including  its Board of
Directors,  independent legal counsel,  or its stockholders) that the indemnitee
has not met such applicable standard of conduct, shall create a presumption that
the indemnitee has not met the applicable standard of conduct or, in the case of
such a suit brought by the  indemnitee,  be a defense to such suit.  In any suit
brought  by the  indemnitee  to  enforce  a right  to  indemnification  or to an
advancement  of  expenses  hereunder,  or  by  the  Corporation  to  recover  an
advancement of expenses  pursuant to the terms of an undertaking,  the burden of
proving  that the  indemnitee  is not  entitled  to be  indemnified,  or to such
advancement of expenses,  under this Article TENTH or otherwise  shall be on the
Corporation.

     D.  The  rights  to  indemnification  and to the  advancement  of  expenses
conferred in this Article  TENTH shall not be exclusive of any other right which
any person may have or hereafter  acquire under any statute,  the  Corporation's
Certificate  of  Incorporation,  Bylaws,  agreement,  vote  of  stockholders  or
disinterested Directors or otherwise.

     E. The  Corporation  may maintain  insurance,  at its  expense,  to protect
itself  and any  Director,  Officer,  employee  or agent of the  Corporation  or
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against any expense,  liability or loss,  whether or not the  Corporation  would
have the power to indemnify such person against such expense,  liability or loss
under the Delaware General Corporation Law.

     F. The Corporation  may, to the extent  authorized from time to time by the
Board of Directors,  grant rights to  indemnification  and to the advancement of
expenses to any employee or agent of the  Corporation  to the fullest  extent of
the  provisions  of this Article TENTH with respect to the  indemnification  and
advancement of expenses of Directors and Officers of the Corporation.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

  Item 8.  List of Exhibits.

Regulation S-K        Reference to Prior Filing or          Exhibit No.
Exhibit Number        Document                             Attached Hereto
--------------        ----------------------------        ---------------------

5     Opinion of Luse Lehman Gorman Pomerenk               Attached as Exhibit 5
      & Schick, P.C.

10.1  Finger Lakes Bancorp, Inc. 2001 Stock Option Plan.            **

10.2  Finger Lakes Bancorp, Inc. 2001 Recognition and               **
      Retention Plan.

23.1  Consent of Luse Lehman Gorman Pomerenk
      & Schick, P.C.                                      Contained in Exhibit 5

23.2  Consent of KPMG LLP.                              Attached as Exhibit 23.2

24    Power of Attorney                              Contained on Signature Page

     ** Filed as exhibits to the  Registrant's  Proxy Statement  relating to the
Registrant's  May 15,  2001  annual  meeting  of  stockholders,  filed  with the
Commission on April 11, 2001, which is incorporated herein by reference.



                                        5

<PAGE>



Item 9.  Undertakings

         The undersigned Registrant hereby undertakes:

     1. To file,  during any period in which  offers or sales are being made,  a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan  distribution  not previously  disclosed in
this  Registration  Statement or any material change to such information in this
Registration Statement;

     2. That, for the purpose of determining  any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof;

     3. To remove from  registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
Stock Option Plan and the Recognition and Retention Plan; and

     4. That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or  15(d)  of the  Securities  Exchange  Act of  1934  that is  incorporated  by
reference  in  this  registration   statement  shall  be  deemed  to  be  a  new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     5. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                        6

<PAGE>



                                  EXHIBIT INDEX


Exhibit Number             Description

         5                 Opinion of Luse Lehman Gorman Pomerenk & Schick, A
                           Professional Corporation as to the legality of the
                           Common Stock registered hereby.

         23.1              Consent of Luse Lehman Gorman Pomerenk & Schick, A
                           Professional Corporation (contained in the opinion
                           included as Exhibit 5).

         23.2              Consent of KPMG LLP.










                                        7

<PAGE>




                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the  City  of  Geneva,  New  York,  on this  19th  day of
June, 2001.

                                               FINGER LAKES BANCORP, INC.




                                               By:      /s/ G. Thomas Bowers
                                                     --------------------------
                                                     G. Thomas Bowers, President
                                                     and Chief Executive Officer
                                                (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the  undersigned  directors and officers of Finger Lakes Bancorp,  Inc.
(the "Company") hereby severally  constitute and appoint G. Thomas Bowers as our
true and lawful attorney and agent, to do any and all things in our names in the
capacities  indicated  below which said G. Thomas  Bowers may deem  necessary or
advisable to enable the Company to comply with the  Securities  Act of 1933, and
any  rules,   regulations  and  requirements  of  the  Securities  and  Exchange
Commission,  in  connection  with  the  registration  statement  on  Form  S- 8,
including  specifically,  but not limited to, power and authority to sign for us
in our names in the capacities  indicated below the  registration  statement and
any and all amendments  (including  post-effective  amendments)  thereto; and we
hereby  approve,  ratify and confirm all that said G. Thomas  Bowers shall do or
cause to be done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

Signatures                         Title                           Date



/s/ G. Thomas Bowers              President, Chief                 June 19, 2001
--------------------
G. Thomas Bowers                  Executive Officer
                                  and Chairman
                                  (Principal Executive
                                  Officer)

/s/ Terry L. Hammond              Chief Financial Officer         June 19,  2001
---------------------
Terry L. Hammond                  (Principal Financial
                                  and Accounting Officer)


/s/ Michael J. Hanna              Director                         June 19, 2001
--------------------
Michael J. Hanna



/s/ Chris M. Hansen
Chris M. Hansen                   Director                         June 19, 2001




<PAGE>




/s/ James E. Hunter               Director                         June 19, 2001
--------------------
James E. Hunter




/s/ Ronald C. Long                Director                         June 19, 2001
-------------------
Ronald C. Long




/s/ Bernard G. Lynch              Director                         June 19, 2001
---------------------
Bernard G. Lynch




/s/ Arthur W. Pearce              Director                         June 19, 2001
--------------------
Arthur W. Pearce



/s/ Joan C. Rogers                Director                         June 19, 2001
------------------
Joan C. Rogers












<PAGE>















                                    EXHIBIT 5

              OPINION OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.








<PAGE>











June 20, 2001                                                     (202) 274-2000

Board of Directors
Finger Lakes Bancorp, Inc.
470 Exchange Street
Geneva, New York 14456-0353

        Re:   Finger Lakes Bancorp, Inc. 2001 Stock Option Plan
              and Finger Lakes Bancorp, Inc. 2001 Recognition and Retention Plan
              Registration Statement on Form S-8


Ladies and Gentlemen:

     You have  requested  the  opinion  of this firm as to  certain  matters  in
connection  with the  issuance of Finger Lakes  Bancorp,  Inc.  (the  "Company")
common  stock,  par value $.01 per share (the "Common  Stock"),  pursuant to the
Finger Lakes Bancorp,  Inc. 2001 Stock Option Plan (the "Stock Option Plan") and
the Finger Lakes  Bancorp,  Inc. 2001  Recognition  and Retention  Plan. We have
reviewed the Company's Certificate of Incorporation,  Registration  Statement on
Form S-8 (the  "Form  S-8"),  as well as  applicable  statutes  and  regulations
governing the Company and the offer and sale of the Common Stock.

     Based on the foregoing, we are of the following opinion:

     Upon the  effectiveness  of the Form S-8, the Common Stock,  when issued in
connection  with the  exercise of options  granted  pursuant to the Stock Option
Plan, will be legally issued, fully paid and non-assessable.

     This  opinion  has  been  prepared  solely  for the use of the  Company  in
connection  with the  preparation  and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person  without the prior
written  consent of this firm.  We hereby  consent to the use of this opinion in
the Form S-8.

                                        Very truly yours,

                                         /s/LUSE LEHMAN GORMAN POMERENK & SCHICK
                                         -------------------------------------
                                         LUSE LEHMAN GORMAN POMERENK & SCHICK
                                           A Professional Corporation



<PAGE>






                                  EXHIBIT 23.2

                               CONSENT OF KPMG LLP



<PAGE>







                          Independent Auditors' Consent



Board of Directors
Finger Lakes Bancorp, Inc.:

     We consent to the incorporation by reference in this Registration statement
on Form S-8 of Finger Lakes  Bancorp,  Inc. for the Finger Lakes  Bancorp,  Inc.
2001 Stock Option Plan and 2001  Recognition  and  Retention  Plan of our report
dated  January 26, 2001,  relating to the  consolidated  statements of financial
condition of Finger Lakes Bancorp, Inc. and subsidiaries as of December 31, 2000
and 1999,  and the  related  consolidated  statements  of income,  stockholders'
equity  and cash  flows for each of the  years in the  three-year  period  ended
December 31, 2000,  which report  appears in the December 31, 2000 annual report
on Form 10-K of  Finger  Lakes  Bancorp,  Inc.  filed  with the  Securities  and
Exchange Commission.


                                                     /s/ KPMG LLP


Syracuse, New York
June 19, 2001



<PAGE>
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Registration No. 333-______

 As filed with the Securities and Exchange Commission on June 20, 2001

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           ---------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           ---------------------------

                           Finger Lakes Bancorp, Inc.
             (Exact Name of Registrant as Specified in its Charter)

       Delaware                                          16-1594819
 (State or Other Jurisdiction of           (I.R.S. Employer Identification No.)
  Incorporation or Organization)

                               470 Exchange Street
                           Geneva, New York 14456-0353
                    (Address of Principal Executive Offices)

                           ---------------------------

                Finger Lakes Bancorp, Inc. 2001 Stock Option Plan
         Finger Lakes Bancorp, Inc. 2001 Recognition and Retention Plan
                            (Full Title of the Plans)

                                   Copies to:

G. Thomas Bowers, President
and Chief Executive Officer           John J. Gorman, Esquire
Finger Lakes Bancorp, Inc.            Luse Lehman Gorman Pomerenk & Schick, P.C.
470 Exchange Street                   5335 Wisconsin Ave., N.W., Suite 400
Geneva, New York 14456-0353           Washington, D.C.  20015
(315) 789-3838                        (202) 274-2000
(Name, Address and Telephone
 Number of Agent for Service)

                           ---------------------------

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933 check the following box. |X|
CALCULATION OF REGISTRATION FEE
Title of Securities          Amount to be              Proposed                Proposed                Amount of
   to be Registered          Registered (1)             Maximum                  Maximum             Registration Fee
                                                   Offering Price Per      Aggregate Offering
                                                         Share                    Price
Common Stock,
    par value $.01         213,750 shares (2)          $9.30 (3)                $1,987,875                 $497
      per share
    Common Stock,
    par value $.01         16,982 shares (4)           $9.995 (6)                $169,735                  $42
      per share
    Common Stock,
    par value $.01         92,293 shares (5)           $9.995 (6)                $922,468                  $231
      per share
        Total                323,025 shares                                    $3,080,079                  $770
-------------
(1)  Together with an indeterminate number of additional shares which may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     the Finger Lakes Bancorp, Inc. 2001 Stock Option Plan (the "Stock Option
     Plan"), and the Finger Lakes Bancorp, Inc. 2001 Recognition and Retention
     Plan (the "Recognition and Retention Plan") as the result of a stock split,
     stock dividend or similar adjustment of the outstanding Common Stock of
     Finger Lakes Bancorp, Inc. pursuant to 17 C.F.R. ss. 230.416(a).
(2)  Represents the number of shares currently reserved for issuance pursuant to
     options granted pursuant to the Stock Option Plan.
(3)  Determined by the exercise price of options pursuant to 17 C.F.R.ss.230.457
     (h)(1).
(4)  Represents the number of shares currently reserved for issuance pursuant to
     options available for grant pursuant to the Stock Option Plan.
(5)  Represents the maximum number of shares which can be granted pursuant to
     the Recognition and Retention Plan.
(6)  Determined by reference to the fair market value of the common stock on
     June 18, 2001, pursuant to 17 C.F.R.ss.230.457(c).

                      ------------------------------------

     This   Registration   Statement  shall  become  effective  upon  filing  in
accordance  with Section 8(a) of the  Securities  Act of 1933 and 17 C.F.R.  ss.
230.462.

                                        2
PART I.

     Items 1 and 2. Plan  Information  and Registrant  Information  and Employee
Plan Annual Information

     The documents  containing the  information  specified in Part I of Form S-8
have been or will be sent or given to  participants in the Stock Option Plan and
the Recognition and Retention Plan  (collectively,  the "Plans") as specified by
Rule  428(b)(1)  promulgated  by the  Securities  and Exchange  Commission  (the
"Commission")  under the  Securities  Act of 1933,  as amended (the  "Securities
Act").

     Such  documents  are not being filed with the  Commission,  but  constitute
(along with the  documents  incorporated  by  reference  into this  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

PART II.

Item 3.  Incorporation of Documents by Reference

     The following  documents  previously or concurrently  filed by Finger Lakes
Bancorp,  Inc. (the  "Company")  with the Commission are hereby  incorporated by
reference in this Registration Statement:

     a) The  Company's  Annual  Report on Form 10-K for the  fiscal  year  ended
December 31, 2000 (Commission File No. 000-31821),  filed pursuant to Rule 13a-1
of the Securities Exchange Act of 1934, as amended (the "Exchange Act");

     b) all other  reports  filed by the Company  pursuant  to Section  13(a) or
15(d) of the Exchange Act since the end of the year covered by the Annual Report
referred to above;

     c) The  description  of the common  stock of the Company  contained  in the
Registration  Statement on Form S-1 (Commission File No.  333-33418)  originally
filed by the Company  under the  Securities  Act of 1933 with the  Commission on
March 28, 2000,  and all amendments or reports filed for the purpose of updating
such description.

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections 13(a),  13(c),  14, or 15(d) of the Exchange Act, after the
date  hereof,  and  prior to the  filing  of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold,  shall be deemed incorporated by reference
into this  Registration  Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated,  by reference herein or therein shall be deemed to
be modified or superseded  for purposes of this  Registration  Statement and the
prospectus to the extent that a statement  contained herein or therein or in any
other   subsequently  filed  document  which  also  is,  or  is  deemed  to  be,
incorporated  by  reference  herein  or  therein  modifies  or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement and the prospectus.

     The  Company  shall  furnish  without  charge  to each  person  to whom the
prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the  information  that is  incorporated).  Requests  should be directed to G.
Thomas  Bowers,  President and Chief  Executive  Officer,  Finger Lakes Bancorp,
Inc., 470 Exchange Street,  Geneva, New York 14456-0353,  telephone number (315)
789-3838.

     All information appearing in this Registration Statement and the prospectus
is qualified in its entirety by the detailed  information,  including  financial
statements,  appearing  in the  documents  incorporated  herein  or  therein  by
reference.

                                        3
Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.   Indemnification of Directors and Officers

     Article TENTH of the Certificate of  Incorporation of Finger Lakes Bancorp,
Inc.  (the  "Corporation")  sets  forth  circumstances  under  which  directors,
officers,  employees and agents of the Corporation may be insured or indemnified
against liability which they incur in their capacities as such:

     TENTH:

     A. Each  person  who was or is made a party or is  threatened  to be made a
party to or is otherwise  involved in any action,  suit or  proceeding,  whether
civil, criminal,  administrative or investigative  (hereinafter a "proceeding"),
by reason of the fact that he or she is or was a  Director  or an Officer of the
Corporation  or is or  was  serving  at the  request  of  the  Corporation  as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture,  trust or other enterprise,  including service with respect to an
employee benefit plan (hereinafter an  "indemnitee"),  whether the basis of such
proceeding  is alleged  action in an official  capacity as a Director,  Officer,
employee or agent or in any other capacity while serving as a Director, Officer,
employee or agent,  shall be indemnified and held harmless by the Corporation to
the fullest extent  authorized by the Delaware  General  Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the  extent  that such  amendment  permits  the  Corporation  to provide
broader  indemnification  rights  than such law  permitted  the  Corporation  to
provide  prior to such  amendment),  against  all  expense,  liability  and loss
(including  attorneys' fees,  judgments,  fines, ERISA excise taxes or penalties
and  amounts  paid  in  settlement)  reasonably  incurred  or  suffered  by such
indemnitee in connection therewith;  provided, however, that, except as provided
in  Section  C  hereof  with  respect  to   proceedings  to  enforce  rights  to
indemnification,   the  Corporation  shall  indemnify  any  such  indemnitee  in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.

     B. The right to  indemnification  conferred  in  Section A of this  Article
TENTH  shall  include  the  right  to be paid by the  Corporation  the  expenses
incurred in defending any such  proceeding  in advance of its final  disposition
(hereinafter  an  "advancement of expenses");  provided,  however,  that, if the
Delaware General  Corporation Law requires,  an advancement of expenses incurred
by an indemnitee in his or her capacity as a Director or Officer (and not in any
other  capacity  in  which  service  was  or is  rendered  by  such  indemnitee,
including,  without  limitation,  service to an employee  benefit plan) shall be
made only upon delivery to the  Corporation  of an undertaking  (hereinafter  an
"undertaking"),  by or on behalf of such  indemnitee,  to repay all  amounts  so
advanced if it shall  ultimately be determined by final  judicial  decision from
which there is no further right to appeal  (hereinafter a "final  adjudication")
that such  indemnitee is not entitled to be indemnified  for such expenses under
this Section or otherwise.  The rights to indemnification and to the advancement
of  expenses  conferred  in  Sections  A and B of this  Article  TENTH  shall be
contract  rights and such  rights  shall  continue as to an  indemnitee  who has
ceased to be a  Director,  Officer,  employee  or agent  and shall  inure to the
benefit of the indemnitee's heirs, executors and administrators.

     C. If a claim  under  Section A or B of this  Article  TENTH is not paid in
full by the  Corporation  within  sixty  days  after a  written  claim  has been
received by the Corporation, except in the case of a claim for an advancement of
expenses,  in which  case  the  applicable  period  shall be  twenty  days,  the
indemnitee  may at any time  thereafter  bring suit against the  Corporation  to
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit, or in a suit brought by the  Corporation to recover an advancement of
expenses  pursuant  to the  terms of an  undertaking,  the  indemnitee  shall be
entitled to be paid also the expense of prosecuting or defending such suit. In

                                        4
(i)  any  suit   brought   by  the   indemnitee   to  enforce  a  right  to
indemnification  hereunder  (but  not in a suit  brought  by the  indemnitee  to
enforce a right to an  advancement  of expenses) it shall be a defense that, and
(ii) in any suit by the  Corporation  to  recover  an  advancement  of  expenses
pursuant to the terms of an  undertaking  the  Corporation  shall be entitled to
recover such expenses upon a final adjudication that, the indemnitee has not met
any applicable  standard for  indemnification  set forth in the Delaware General
Corporation Law. Neither the failure of the Corporation  (including its Board of
Directors,  independent  legal  counsel,  or its  stockholders)  to have  made a
determination prior to the commencement of such suit that indemnification of the
indemnitee is proper in the  circumstances  because the  indemnitee  has met the
applicable  standard of conduct set forth in the  Delaware  General  Corporation
Law, nor an actual  determination  by the  Corporation  (including  its Board of
Directors,  independent legal counsel,  or its stockholders) that the indemnitee
has not met such applicable standard of conduct, shall create a presumption that
the indemnitee has not met the applicable standard of conduct or, in the case of
such a suit brought by the  indemnitee,  be a defense to such suit.  In any suit
brought  by the  indemnitee  to  enforce  a right  to  indemnification  or to an
advancement  of  expenses  hereunder,  or  by  the  Corporation  to  recover  an
advancement of expenses  pursuant to the terms of an undertaking,  the burden of
proving  that the  indemnitee  is not  entitled  to be  indemnified,  or to such
advancement of expenses,  under this Article TENTH or otherwise  shall be on the
Corporation.

     D.  The  rights  to  indemnification  and to the  advancement  of  expenses
conferred in this Article  TENTH shall not be exclusive of any other right which
any person may have or hereafter  acquire under any statute,  the  Corporation's
Certificate  of  Incorporation,  Bylaws,  agreement,  vote  of  stockholders  or
disinterested Directors or otherwise.

     E. The  Corporation  may maintain  insurance,  at its  expense,  to protect
itself  and any  Director,  Officer,  employee  or agent of the  Corporation  or
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against any expense,  liability or loss,  whether or not the  Corporation  would
have the power to indemnify such person against such expense,  liability or loss
under the Delaware General Corporation Law.

     F. The Corporation  may, to the extent  authorized from time to time by the
Board of Directors,  grant rights to  indemnification  and to the advancement of
expenses to any employee or agent of the  Corporation  to the fullest  extent of
the  provisions  of this Article TENTH with respect to the  indemnification  and
advancement of expenses of Directors and Officers of the Corporation.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

  Item 8.  List of Exhibits.

Regulation S-K        Reference to Prior Filing or          Exhibit No.
Exhibit Number        Document                             Attached Hereto
--------------        ----------------------------        ---------------------

5     Opinion of Luse Lehman Gorman Pomerenk               Attached as Exhibit 5
      & Schick, P.C.

10.1  Finger Lakes Bancorp, Inc. 2001 Stock Option Plan.            **

10.2  Finger Lakes Bancorp, Inc. 2001 Recognition and               **
      Retention Plan.

23.1  Consent of Luse Lehman Gorman Pomerenk
      & Schick, P.C.                                      Contained in Exhibit 5

23.2  Consent of KPMG LLP.                              Attached as Exhibit 23.2

24    Power of Attorney                              Contained on Signature Page

     ** Filed as exhibits to the  Registrant's  Proxy Statement  relating to the
Registrant's  May 15,  2001  annual  meeting  of  stockholders,  filed  with the
Commission on April 11, 2001, which is incorporated herein by reference.

                                        5
Item 9.  Undertakings

         The undersigned Registrant hereby undertakes:

     1. To file,  during any period in which  offers or sales are being made,  a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan  distribution  not previously  disclosed in
this  Registration  Statement or any material change to such information in this
Registration Statement;

     2. That, for the purpose of determining  any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof;

     3. To remove from  registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
Stock Option Plan and the Recognition and Retention Plan; and

     4. That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or  15(d)  of the  Securities  Exchange  Act of  1934  that is  incorporated  by
reference  in  this  registration   statement  shall  be  deemed  to  be  a  new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     5. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                        6
EXHIBIT INDEX

Exhibit Number             Description

         5                 Opinion of Luse Lehman Gorman Pomerenk & Schick, A
                           Professional Corporation as to the legality of the
                           Common Stock registered hereby.

         23.1              Consent of Luse Lehman Gorman Pomerenk & Schick, A
                           Professional Corporation (contained in the opinion
                           included as Exhibit 5).

         23.2              Consent of KPMG LLP.

                                        7
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the  City  of  Geneva,  New  York,  on this  19th  day of
June, 2001.

                                               FINGER LAKES BANCORP, INC.

                                               By:      /s/ G. Thomas Bowers
                                                     --------------------------
                                                     G. Thomas Bowers, President
                                                     and Chief Executive Officer
                                                (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the  undersigned  directors and officers of Finger Lakes Bancorp,  Inc.
(the "Company") hereby severally  constitute and appoint G. Thomas Bowers as our
true and lawful attorney and agent, to do any and all things in our names in the
capacities  indicated  below which said G. Thomas  Bowers may deem  necessary or
advisable to enable the Company to comply with the  Securities  Act of 1933, and
any  rules,   regulations  and  requirements  of  the  Securities  and  Exchange
Commission,  in  connection  with  the  registration  statement  on  Form  S- 8,
including  specifically,  but not limited to, power and authority to sign for us
in our names in the capacities  indicated below the  registration  statement and
any and all amendments  (including  post-effective  amendments)  thereto; and we
hereby  approve,  ratify and confirm all that said G. Thomas  Bowers shall do or
cause to be done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

Signatures                         Title                           Date

/s/ G. Thomas Bowers              President, Chief                 June 19, 2001
--------------------
G. Thomas Bowers                  Executive Officer
                                  and Chairman
                                  (Principal Executive
                                  Officer)

/s/ Terry L. Hammond              Chief Financial Officer         June 19,  2001
---------------------
Terry L. Hammond                  (Principal Financial
                                  and Accounting Officer)

/s/ Michael J. Hanna              Director                         June 19, 2001
--------------------
Michael J. Hanna

/s/ Chris M. Hansen
Chris M. Hansen                   Director                         June 19, 2001
/s/ James E. Hunter               Director                         June 19, 2001
--------------------
James E. Hunter

/s/ Ronald C. Long                Director                         June 19, 2001
-------------------
Ronald C. Long

/s/ Bernard G. Lynch              Director                         June 19, 2001
---------------------
Bernard G. Lynch

/s/ Arthur W. Pearce              Director                         June 19, 2001
--------------------
Arthur W. Pearce

/s/ Joan C. Rogers                Director                         June 19, 2001
------------------
Joan C. Rogers
EXHIBIT 5

              OPINION OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.
June 20, 2001                                                     (202) 274-2000

Board of Directors
Finger Lakes Bancorp, Inc.
470 Exchange Street
Geneva, New York 14456-0353

        Re:   Finger Lakes Bancorp, Inc. 2001 Stock Option Plan
              and Finger Lakes Bancorp, Inc. 2001 Recognition and Retention Plan
              Registration Statement on Form S-8

Ladies and Gentlemen:

     You have  requested  the  opinion  of this firm as to  certain  matters  in
connection  with the  issuance of Finger Lakes  Bancorp,  Inc.  (the  "Company")
common  stock,  par value $.01 per share (the "Common  Stock"),  pursuant to the
Finger Lakes Bancorp,  Inc. 2001 Stock Option Plan (the "Stock Option Plan") and
the Finger Lakes  Bancorp,  Inc. 2001  Recognition  and Retention  Plan. We have
reviewed the Company's Certificate of Incorporation,  Registration  Statement on
Form S-8 (the  "Form  S-8"),  as well as  applicable  statutes  and  regulations
governing the Company and the offer and sale of the Common Stock.

     Based on the foregoing, we are of the following opinion:

     Upon the  effectiveness  of the Form S-8, the Common Stock,  when issued in
connection  with the  exercise of options  granted  pursuant to the Stock Option
Plan, will be legally issued, fully paid and non-assessable.

     This  opinion  has  been  prepared  solely  for the use of the  Company  in
connection  with the  preparation  and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person  without the prior
written  consent of this firm.  We hereby  consent to the use of this opinion in
the Form S-8.

                                        Very truly yours,

                                         /s/LUSE LEHMAN GORMAN POMERENK & SCHICK
                                         -------------------------------------
                                         LUSE LEHMAN GORMAN POMERENK & SCHICK
                                           A Professional Corporation
EXHIBIT 23.2

                               CONSENT OF KPMG LLP
Independent Auditors' Consent

Board of Directors
Finger Lakes Bancorp, Inc.:

     We consent to the incorporation by reference in this Registration statement
on Form S-8 of Finger Lakes  Bancorp,  Inc. for the Finger Lakes  Bancorp,  Inc.
2001 Stock Option Plan and 2001  Recognition  and  Retention  Plan of our report
dated  January 26, 2001,  relating to the  consolidated  statements of financial
condition of Finger Lakes Bancorp, Inc. and subsidiaries as of December 31, 2000
and 1999,  and the  related  consolidated  statements  of income,  stockholders'
equity  and cash  flows for each of the  years in the  three-year  period  ended
December 31, 2000,  which report  appears in the December 31, 2000 annual report
on Form 10-K of  Finger  Lakes  Bancorp,  Inc.  filed  with the  Securities  and
Exchange Commission.

                                                     /s/ KPMG LLP

Syracuse, New York
June 19, 2001