AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 25, 2000
                                                       REGISTRATION NO.

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                         ALLIANCE FINANCIAL CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


              NEW YORK                                       16-1276885
   ---------------------------------                   ----------------------
     (State or other jurisdiction                         (I.R.S. Employer
   of incorporation or organization)                      Identification No.)


     65 MAIN STREET, CORTLAND, NEW YORK                          13045
     ---------------------------------------                  ----------
     (Address of Principal Executive Offices                  (zip code)


    ALLIANCE FINANCIAL CORPORATION 1998 LONG TERM INCENTIVE COMPENSATION PLAN
    -------------------------------------------------------------------------
                            (Full title of the plan)


                   DAVID R. ALVORD, CO-CHIEF EXECUTIVE OFFICER
                    65 MAIN STREET, CORTLAND, NEW YORK 13045
                   --------------------------------------------
                      (Name, address of agent for service)


                                 (607) 756-2831
         -------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>
                                             CALCULATION OF REGISTRATION FEE

========================================================================================================================
                                                         Proposed                Proposed
Title of Securities             Amount to be         Maximum Offering       Maximum Aggregate            Amount of
to be Registered                 Registered          Price per share*         Offering price*        Registration Fee
------------------------------------------------------------------------------------------------------------------------
<S>                              <C>                     <C>                  <C>                        <C>
Common Stock, $1.00
par value per share .......       400,000                 $21.50              $8,600,000                 $2,270.40
                                   shares
========================================================================================================================
</TABLE>

* Estimated pursuant to Rule 457 solely for purposes of calculating the
  registration fee and based upon the average high and low prices reported by
  the Nasdaq National Market on January 21, 2000.


                            Exbibit Index on page 6.

================================================================================

                                  Page 1 of 9


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by Alliance Financial Corporation (the
"Company") (Exchange Act File No. 0-15366) with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference and made a
part hereof:

     (a)  Annual Report on Form 10-K for the year ended December 31, 1998, filed
          with the Commission on March 26, 1999;

     (b)  Quarterly Reports on Forms 10-Q for the quarterly periods ended March
          31, 1999, June 30, 1999 and September 30, 1999, filed with the
          Commission on May 17, 1999, August 13, 1999 and November 12, 1999,
          respectively;

     (c)  Periodic Report on Form 8-K, filed with the Commission on July 21,
          1999; and

     (d)  The descriptions of the Company's Common Stock contained in the
          Company's registration statements filed under section 12 of the
          Securities Exchange Act of 1934, including any amendments or reports
          filed for the purpose of updating such descriptions.

     All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.


                                  Page 2 of 9

<PAGE>


ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

NEW YORK BUSINESS CORPORATION LAW

     Under the New York Business Corporation Law ("NYBCL"), a corporation may
indemnify its directors and officers made, or threatened to be made, a party to
any action or proceeding, except for stockholder derivative suits, if such
director or officer acted in good faith, for a purpose which he or she
reasonably believed to be in or, in the case of service to another corporation
or enterprise, not opposed to, the best interests of the corporation, and, in
criminal proceedings, had no reasonable cause to believe his or her conduct was
unlawful. In the case of stockholder derivative suits, the corporation may
indemnify a director or officer if he or she acted in good faith for a purpose
which he or she reasonably believed to be in or, in the case of service to
another corporation or enterprise, not opposed to the best interests of the
corporation, except that no indemnification may be made in respect of (i) a
threatened action, or a pending action which is settled or otherwise disposed
of, or (ii) any claim, issue or matter as to which such person has been adjudged
to be liable to the corporation, unless and only to the extent that the court in
which the action was brought, or, if no action was brought, any court of
competent jurisdiction, determines upon application that, in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such portion of the settlement amount and expenses as the court
deems proper.

     Any person who has been successful on the merits or otherwise in the
defense of a civil or criminal action or proceeding will be entitled to
indemnification. Except as provided in the preceding sentence, unless ordered by
a court pursuant to the NYBCL, any indemnification under the NYBCL pursuant to
the above paragraph may be made only if authorized in the specific case and
after a finding that the director or officer met the requisite standard of
conduct by (i) the disinterested directors if a quorum is available, (ii) the
board upon the written opinion of independent legal counsel or (iii) the
stockholders.

     The indemnification described above under the NYBCL is not exclusive of
other indemnification rights to which a director or officer may be entitled,
whether contained in the certificate of incorporation or bylaws or when
authorized by (i) such certificate of incorporation or bylaws; (ii) a resolution
of stockholders, (iii) a resolution of directors or (iv) an agreement providing
for such indemnification, provided that no indemnification may be made to or on
behalf of any director or officer if a judgment or other final adjudication
adverse to the director or officer establishes that his or her acts were
committed in bad faith or were the result of active and deliberate dishonesty
and were material to the cause of action so adjudicated, or that he or she
personally gained in fact a financial profit or other advantage to which he or
she was not legally entitled.

     The foregoing statement is qualified in its entirety by reference to
Sections 715, 717, and 721 through 725 of the NYBCL.

                                  Page 3 of 9

<PAGE>


BYLAWS

     The Company's Bylaws provide that the Company shall, to the fullest extent
permitted by the NYBCL, indemnify any person who was or is made or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he or she is or was a director, officer or employee of the
Company or of any of its subsidiaries. The Bylaws also provide that in all
situations in which indemnification is not mandatory as described in the
preceding sentence, the Company may, to the fullest extent permitted by the
NYBCL, indemnify any person whom it is empowered to indemnify pursuant to the
NYBCL.

AGREEMENT AND PLAN OF REORGANIZATION

     The Company is the result of the merger of Oneida Valley Bancshares, Inc.
("Oneida Valley") with and into Cortland First Financial Corporation ("Cortland
First") pursuant to the terms of an Agreement and Plan of Reorganization dated
as of July 10, 1999. Section 4.13 of the Agreement and Plan of Reorganization
provides as follows:

          (a) From and after the Effective Date, [the Company] shall indemnify,
     defend and hold harmless each person who is now, or who has been at any
     time before the date hereof or who becomes before the Effective Date, an
     officer or director of either [Oneida Valley or Cortland First] or any of
     their respective subsidiaries (the "Indemnified Parties") against all
     losses, claims, damages, costs, expenses (including attorneys' fees),
     liabilities or judgments or amounts that are paid in settlement (which
     settlement shall require the prior written consent of [the Company], which
     consent shall not be unreasonably withheld) of or in connection with any
     claim, action, suit, proceeding or investigation, whether civil, criminal,
     or administrative (each, a "Claim"), in which an Indemnified Party is, or
     is threatened to be made, a party or witness in whole or in part on or
     arising in whole or in part out of the fact that such person is or was a
     director or officer of either [Oneida Valley or Cortland First] or any of
     their respective subsidiaries if such Claim pertains to any matter or fact
     arising, existing or occurring before the Effective Date (including without
     limitation the Merger and the other transactions contemplated hereby),
     regardless of whether such Claim is asserted or claimed before, or at or
     after, the Effective Date (the "Indemnified Liabilities"), to the fullest
     extent permitted under applicable state or federal law in effect as of the
     date hereof or as amended applicable to a time before the Effective Date
     and under [Oneida Valley's or Cortland First's] governing corporate
     documents, and [the Company] shall pay expenses in advance of the final
     disposition of any such action or proceeding to each Indemnified Party to
     the full extent permitted by applicable state or federal law in effect as
     of the date hereof or as amended applicable to a time before the Effective
     Date upon receipt of any undertaking required by applicable law. Any
     Indemnified Party wishing to claim indemnification under this Section
     4.13(a), upon learning of any Claim, shall notify [the Company] (but the
     failure so to notify [the Company] shall not relieve it from any liability
     which it may have under this Section 4.13(a), except to the extent such
     failure materially prejudices [the Company]) and shall deliver to [the
     Company] the undertaking, if any, required by applicable law. [the Company]
     shall ensure, to the extent permitted under applicable law, that all
     limitations of liability existing in favor of the Indemnified Parties as
     provided in [Oneida Valley's or Cortland First's] governing corporation
     documents, as in effect as of the date hereof,

                                  Page 4 of 9

<PAGE>


     or allowed under applicable state or federal law as in effect as of the
     date hereof or as amended applicable to a time before the Effective Date,
     with respect to claims or liabilities arising from facts or events existing
     or occurring before the Effective Date (including without limitation, the
     transactions contemplated hereby), shall survive the Merger. In the event
     of any such Claim (whether arising before or after the Effective Date), (1)
     [the Company] shall have the right to assume the defense thereof (in which
     event the Indemnified Parties will cooperate in the defense of any such
     matter) and upon such assumption [the Company] shall not be liable to any
     Indemnified Party for any legal expenses of other counsel or any other
     expenses subsequently incurred by any Indemnified Party in connection with
     the defense thereof, except that if [the Company] elects not to assume such
     defense, or counsel for the Indemnified Parties reasonably advises the
     Indemnified Parties that there are or may be (whether or not any have yet
     actually arisen) issues which raise conflicts of interest between [the
     Company] and the Indemnified Parties, the Indemnified Parties may retain
     counsel reasonably satisfactory to them, and [the Company] shall pay the
     reasonable fees and expenses of such counsel for the Indemnified Parties,
     (2) [the Company] shall be obligated pursuant to this paragraph to pay for
     only one firm of counsel for all Indemnified Parties whose reasonable fees
     and expenses shall be paid promptly as statements are received, (3) [the
     Company] shall not be liable for any settlement effected without its prior
     written consent (which consent shall not be unreasonably withheld) and (4)
     [the Company] shall have no obligation hereunder to any Indemnified Party
     when and if a court of competent jurisdiction shall ultimately determine,
     and such determination shall have become final and nonappealable, that
     indemnification of such Indemnified Party in the manner contemplated hereby
     is prohibited by applicable law.

          (b) From and after the Effective Date, the directors, officers and
     employees of [Oneida Valley and Cortland First] or any of their respective
     subsidiaries who become directors or officers of [the Company] or any of
     its subsidiaries, except for the indemnification rights provided pursuant
     to any indemnification agreements between [Cortland First and Oneida
     Valley] and their respective directors and as set forth in paragraph (a) of
     this Section 4.13, shall have indemnification rights having prospective
     application only. The prospective indemnification rights shall consist of
     such rights to which directors and officers of [the Company] and its
     subsidiaries are entitled under the provisions of the governing corporation
     documents of [the Company] and its subsidiaries, as in effect from time to
     time after the Effective Date, as applicable, and provisions of applicable
     state and federal law as in effect from time to time after the Effective
     Date.

          (c) For a period of six years from and after the Effective Date, [the
     Company] shall cause to be maintained in effect the current policies of
     directors' and officers' liability insurance maintained by [Oneida Valley]
     (provided that [the Company] may substitute therefor policies from
     financially capable insurers of at least the same coverage and amounts
     containing terms and conditions which are substantially no less
     advantageous) with respect to Claims arising from facts or events which
     occurred before the Effective Date. Following consummation of the Merger,
     the directors and officers of [the Company] shall be covered by the
     directors' and officers' liability insurance maintained by [the Company].

          (d) The obligations of [the Company] provided under paragraphs (a),
     (b) and (c) of this Section 4.13 are intended to be enforceable against
     [the Company] directly by the

                                  Page 5 of 9

<PAGE>


     Indemnified Parties and shall be binding on all respective successors and
     permitted assigns of [the Company].

          (e) In the event [the Company] or any of its successors or assigns (i)
     consolidates with or merges into any other person and shall not be the
     continuing or surviving corporation or entity of such consolidation or
     merger, or (ii) transfers or conveys all or substantially all of its
     properties and assets to any person, then, and in each such case, to the
     extent necessary, proper provision shall be made so that the successors and
     assigns of [the Company] shall assume the obligations set forth in this
     Section 4.13.

          (f) As a condition to receiving indemnification under this Section
     4.13, the party claiming indemnification shall assign, by separate writing,
     to [the Company] all right, title and interest to and in proceeds of any
     insurance maintained or provided by [Oneida Valley or Cortland First] or
     any of their respective affiliates for the benefits of the claiming party,
     to the extent of indemnification actually received from [the Company]
     hereunder and shall send such notices as [the Company] may reasonably
     request under any applicable directors' and officers' liability or blanket
     bond insurance coverage to preserve claims of which the claiming party is
     aware.

          (g) No person shall be entitled to indemnification under this Section
     4.13 if such person is seeking indemnification based on a claim (other than
     a claim arising as a supplier to, customer of or borrower from [Cortland
     First, First National Bank of Cortland, Oneida Valley or Oneida Valley
     National Bank]) brought by such person or by an entity of which such person
     is a general partner, executive officer, director, trustee, beneficiary or
     controlling person unless such person has waived any right to participate
     in any damage or other award to such claiming party or other entity in any
     such action, suit or proceeding."

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.

     5.1  Opinion of Bond, Schoeneck & King, LLP as to the validity of certain
          shares being registered.

     23.1 Consent of PricewaterhouseCoopers LLP

     23.2 Consent of Bond, Schoeneck & King, LLP (included in Exhibit 5.1).

     24.1 Power of Attorney (included at page 8 of this Registration Statement).

                                  Page 6 of 9

<PAGE>


ITEM 9. UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

          1.  (a)  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 of distribution not previously disclosed in the
                    registration statement or any material change to such
                    information in the registration statement.

               (b)  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.

               (c)  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 offering.

          2.   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 Section 15(d) of the
               Securities Exchange Act of 1934 (and, where applicable, each
               filing of an employee benefit plan's annual report pursuant to
               Section 15(d) of the Securities Exchange Act of 1934) that is
               incorporated by reference in the 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.

          3.   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.

                                  Page 7 of 9

<PAGE>


                                   SIGNATURES

     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 the registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Cortland, New York on the 18th day of January, 2000.

                                   ALLIANCE FINANCIAL CORPORATION

                                   By: /s/ David R. Alvord
                                       --------------------------
                                           David R. Alvord
                                           Co-Chief Executive Officer

     Each person whose signature appears below hereby authorizes David R.
Alvord, as attorney-in-fact, to execute in the name of such person and to file
this registration statement (including any changes that he may deem necessary or
appropriate) and any amendments, including post-effective amendments, hereto.

     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 dates indicated.

<TABLE>
<CAPTION>

       Signature                                         Title                           Date
       ---------                                         -----                           ----
<S>                                    <C>                                         <C>
/s/ DAVID R. ALVORD                    Co-Chief Executive Officer and Director     January 18, 2000
-----------------------------------          (Principal Executive Officer)
    David R. Alvord

/s/ JOHN C. MOTT                       Co-Chief Executive Officer and Director     January 18, 2000
-----------------------------------          (Principal Executive Officer)
    John C. Mott

/s/ DAVID P. KERSHAW                    Treasurer, Chief Financial Officer and     January 18, 2000
-----------------------------------        Director (Principal Financial and
    David P. Kershaw                           Accounting Officer)

/s/ DONALD S. AMES                                      Director                   January 18, 2000
-----------------------------------
    Donald S. Ames

/s/ JOHN W. BAILEY                                      Director                   January 18, 2000
-----------------------------------
    John W. Bailey

/s/ MARY ALICE BELLARDINI                               Director                   January 18, 2000
-----------------------------------
    Mary Alice Bellardini

/s/ JOHN H. BUCK                                        Director                   January 18, 2000
-----------------------------------
    John H. Buck

/s/ DONALD H. DEW                                       Director                   January 18, 2000
-----------------------------------
    Donald H. Dew

</TABLE>


                                  Page 8 of 9

<PAGE>


<TABLE>
<CAPTION>

       Signature                                         Title                           Date
       ---------                                         -----                           ----
<S>                                                     <C>                        <C>
/s/ PETER M. DUNN                                       Director                   January 18, 2000
-----------------------------------
    Peter M. Dunn

/s/ ROBERT H. FEARON, JR                                Director                   January 18, 2000
-----------------------------------
    Robert H. Fearon, Jr

/s/ ROBERT H. KUIPER                                    Director                   January 18, 2000
-----------------------------------
    Robert H. Kuiper

/s/ SAMUEL J. LANZAFAME                                 Director                   January 18, 2000
-----------------------------------
    Samuel J. Lanzafame

/s/ ROBERT M. LOVELL                                    Director                   January 18, 2000
-----------------------------------
    Robert M. Lovell

/s/ GARRISON A. MARSTED                                 Director                   January 18, 2000
-----------------------------------
    Garrison A. Marsted

/s/ HARRY D. NEWCOMB                                    Director                   January 18, 2000
-----------------------------------
    Harry D. Newcomb

/s/ CHARLES E. SHAFER                                   Director                   January 18, 2000
-----------------------------------
    Charles E. Shafer

/s/ RICHARD J. SHAY                                     Director                   January 18, 2000
-----------------------------------
    Richard J. Shay

/s/ RICHARD G. SMITH                                    Director                   January 18, 2000
-----------------------------------
    Richard G. Smith

/s/ CHARLES H. SPAULDING                                Director                   January 18, 2000
-----------------------------------
    Charles H. Spaulding

/s/ DAVID J. TAYLOR                                     Director                   January 18, 2000
-----------------------------------
    David J. Taylor

/s/ EDWARD W. THOMA                                     Director                   January 18, 2000
-----------------------------------
    Edward W. Thoma

/s/ STUART E. YOUNG                                     Director                   January 18, 2000
-----------------------------------
    Stuart E. Young

</TABLE>

                                                     Page 9 of 9
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 28271}]
{"company-data": {"conformed-name": "ALLIANCE FINANCIAL CORP /NY/", "cik": "0000796317", "assigned-sic": "6021", "irs-number": "161276885", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-95343", "film-number": "512744"}, "business-address": {"street1": "65 MAIN ST", "street2": "PO BOX 5430", "city": "CORTLAND", "state": "NY", "zip": "13045-5430", "phone": "6077581228"}, "mail-address": {"street1": "PO BOX 5430", "street2": "65 MAIN STREET", "city": "CORTLAND", "state": "NY", "zip": "13045-5430"}, "former-company": {"former-conformed-name": "CORTLAND FIRST FINANCIAL CORP", "date-changed": "19920703"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 25, 2000
                                                       REGISTRATION NO.

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                         ALLIANCE FINANCIAL CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

              NEW YORK                                       16-1276885
   ---------------------------------                   ----------------------
     (State or other jurisdiction                         (I.R.S. Employer
   of incorporation or organization)                      Identification No.)

     65 MAIN STREET, CORTLAND, NEW YORK                          13045
     ---------------------------------------                  ----------
     (Address of Principal Executive Offices                  (zip code)

    ALLIANCE FINANCIAL CORPORATION 1998 LONG TERM INCENTIVE COMPENSATION PLAN
    -------------------------------------------------------------------------
                            (Full title of the plan)

                   DAVID R. ALVORD, CO-CHIEF EXECUTIVE OFFICER
                    65 MAIN STREET, CORTLAND, NEW YORK 13045
                   --------------------------------------------
                      (Name, address of agent for service)

                                 (607) 756-2831
         -------------------------------------------------------------
         (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

========================================================================================================================
                                                         Proposed                Proposed
Title of Securities             Amount to be         Maximum Offering       Maximum Aggregate            Amount of
to be Registered                 Registered          Price per share*         Offering price*        Registration Fee
------------------------------------------------------------------------------------------------------------------------
Common Stock, $1.00
par value per share .......       400,000                 $21.50              $8,600,000                 $2,270.40
                                   shares
========================================================================================================================
* Estimated pursuant to Rule 457 solely for purposes of calculating the
  registration fee and based upon the average high and low prices reported by
  the Nasdaq National Market on January 21, 2000.

                            Exbibit Index on page 6.

================================================================================

                                  Page 1 of 9
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by Alliance Financial Corporation (the
"Company") (Exchange Act File No. 0-15366) with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference and made a
part hereof:

     (a)  Annual Report on Form 10-K for the year ended December 31, 1998, filed
          with the Commission on March 26, 1999;

     (b)  Quarterly Reports on Forms 10-Q for the quarterly periods ended March
          31, 1999, June 30, 1999 and September 30, 1999, filed with the
          Commission on May 17, 1999, August 13, 1999 and November 12, 1999,
          respectively;

     (c)  Periodic Report on Form 8-K, filed with the Commission on July 21,
          1999; and

     (d)  The descriptions of the Company's Common Stock contained in the
          Company's registration statements filed under section 12 of the
          Securities Exchange Act of 1934, including any amendments or reports
          filed for the purpose of updating such descriptions.

     All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

                                  Page 2 of 9
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

NEW YORK BUSINESS CORPORATION LAW

     Under the New York Business Corporation Law ("NYBCL"), a corporation may
indemnify its directors and officers made, or threatened to be made, a party to
any action or proceeding, except for stockholder derivative suits, if such
director or officer acted in good faith, for a purpose which he or she
reasonably believed to be in or, in the case of service to another corporation
or enterprise, not opposed to, the best interests of the corporation, and, in
criminal proceedings, had no reasonable cause to believe his or her conduct was
unlawful. In the case of stockholder derivative suits, the corporation may
indemnify a director or officer if he or she acted in good faith for a purpose
which he or she reasonably believed to be in or, in the case of service to
another corporation or enterprise, not opposed to the best interests of the
corporation, except that no indemnification may be made in respect of (i) a
threatened action, or a pending action which is settled or otherwise disposed
of, or (ii) any claim, issue or matter as to which such person has been adjudged
to be liable to the corporation, unless and only to the extent that the court in
which the action was brought, or, if no action was brought, any court of
competent jurisdiction, determines upon application that, in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such portion of the settlement amount and expenses as the court
deems proper.

     Any person who has been successful on the merits or otherwise in the
defense of a civil or criminal action or proceeding will be entitled to
indemnification. Except as provided in the preceding sentence, unless ordered by
a court pursuant to the NYBCL, any indemnification under the NYBCL pursuant to
the above paragraph may be made only if authorized in the specific case and
after a finding that the director or officer met the requisite standard of
conduct by (i) the disinterested directors if a quorum is available, (ii) the
board upon the written opinion of independent legal counsel or (iii) the
stockholders.

     The indemnification described above under the NYBCL is not exclusive of
other indemnification rights to which a director or officer may be entitled,
whether contained in the certificate of incorporation or bylaws or when
authorized by (i) such certificate of incorporation or bylaws; (ii) a resolution
of stockholders, (iii) a resolution of directors or (iv) an agreement providing
for such indemnification, provided that no indemnification may be made to or on
behalf of any director or officer if a judgment or other final adjudication
adverse to the director or officer establishes that his or her acts were
committed in bad faith or were the result of active and deliberate dishonesty
and were material to the cause of action so adjudicated, or that he or she
personally gained in fact a financial profit or other advantage to which he or
she was not legally entitled.

     The foregoing statement is qualified in its entirety by reference to
Sections 715, 717, and 721 through 725 of the NYBCL.

                                  Page 3 of 9
BYLAWS

     The Company's Bylaws provide that the Company shall, to the fullest extent
permitted by the NYBCL, indemnify any person who was or is made or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he or she is or was a director, officer or employee of the
Company or of any of its subsidiaries. The Bylaws also provide that in all
situations in which indemnification is not mandatory as described in the
preceding sentence, the Company may, to the fullest extent permitted by the
NYBCL, indemnify any person whom it is empowered to indemnify pursuant to the
NYBCL.

AGREEMENT AND PLAN OF REORGANIZATION

     The Company is the result of the merger of Oneida Valley Bancshares, Inc.
("Oneida Valley") with and into Cortland First Financial Corporation ("Cortland
First") pursuant to the terms of an Agreement and Plan of Reorganization dated
as of July 10, 1999. Section 4.13 of the Agreement and Plan of Reorganization
provides as follows:

          (a) From and after the Effective Date, [the Company] shall indemnify,
     defend and hold harmless each person who is now, or who has been at any
     time before the date hereof or who becomes before the Effective Date, an
     officer or director of either [Oneida Valley or Cortland First] or any of
     their respective subsidiaries (the "Indemnified Parties") against all
     losses, claims, damages, costs, expenses (including attorneys' fees),
     liabilities or judgments or amounts that are paid in settlement (which
     settlement shall require the prior written consent of [the Company], which
     consent shall not be unreasonably withheld) of or in connection with any
     claim, action, suit, proceeding or investigation, whether civil, criminal,
     or administrative (each, a "Claim"), in which an Indemnified Party is, or
     is threatened to be made, a party or witness in whole or in part on or
     arising in whole or in part out of the fact that such person is or was a
     director or officer of either [Oneida Valley or Cortland First] or any of
     their respective subsidiaries if such Claim pertains to any matter or fact
     arising, existing or occurring before the Effective Date (including without
     limitation the Merger and the other transactions contemplated hereby),
     regardless of whether such Claim is asserted or claimed before, or at or
     after, the Effective Date (the "Indemnified Liabilities"), to the fullest
     extent permitted under applicable state or federal law in effect as of the
     date hereof or as amended applicable to a time before the Effective Date
     and under [Oneida Valley's or Cortland First's] governing corporate
     documents, and [the Company] shall pay expenses in advance of the final
     disposition of any such action or proceeding to each Indemnified Party to
     the full extent permitted by applicable state or federal law in effect as
     of the date hereof or as amended applicable to a time before the Effective
     Date upon receipt of any undertaking required by applicable law. Any
     Indemnified Party wishing to claim indemnification under this Section
     4.13(a), upon learning of any Claim, shall notify [the Company] (but the
     failure so to notify [the Company] shall not relieve it from any liability
     which it may have under this Section 4.13(a), except to the extent such
     failure materially prejudices [the Company]) and shall deliver to [the
     Company] the undertaking, if any, required by applicable law. [the Company]
     shall ensure, to the extent permitted under applicable law, that all
     limitations of liability existing in favor of the Indemnified Parties as
     provided in [Oneida Valley's or Cortland First's] governing corporation
     documents, as in effect as of the date hereof,

                                  Page 4 of 9
or allowed under applicable state or federal law as in effect as of the
     date hereof or as amended applicable to a time before the Effective Date,
     with respect to claims or liabilities arising from facts or events existing
     or occurring before the Effective Date (including without limitation, the
     transactions contemplated hereby), shall survive the Merger. In the event
     of any such Claim (whether arising before or after the Effective Date), (1)
     [the Company] shall have the right to assume the defense thereof (in which
     event the Indemnified Parties will cooperate in the defense of any such
     matter) and upon such assumption [the Company] shall not be liable to any
     Indemnified Party for any legal expenses of other counsel or any other
     expenses subsequently incurred by any Indemnified Party in connection with
     the defense thereof, except that if [the Company] elects not to assume such
     defense, or counsel for the Indemnified Parties reasonably advises the
     Indemnified Parties that there are or may be (whether or not any have yet
     actually arisen) issues which raise conflicts of interest between [the
     Company] and the Indemnified Parties, the Indemnified Parties may retain
     counsel reasonably satisfactory to them, and [the Company] shall pay the
     reasonable fees and expenses of such counsel for the Indemnified Parties,
     (2) [the Company] shall be obligated pursuant to this paragraph to pay for
     only one firm of counsel for all Indemnified Parties whose reasonable fees
     and expenses shall be paid promptly as statements are received, (3) [the
     Company] shall not be liable for any settlement effected without its prior
     written consent (which consent shall not be unreasonably withheld) and (4)
     [the Company] shall have no obligation hereunder to any Indemnified Party
     when and if a court of competent jurisdiction shall ultimately determine,
     and such determination shall have become final and nonappealable, that
     indemnification of such Indemnified Party in the manner contemplated hereby
     is prohibited by applicable law.

          (b) From and after the Effective Date, the directors, officers and
     employees of [Oneida Valley and Cortland First] or any of their respective
     subsidiaries who become directors or officers of [the Company] or any of
     its subsidiaries, except for the indemnification rights provided pursuant
     to any indemnification agreements between [Cortland First and Oneida
     Valley] and their respective directors and as set forth in paragraph (a) of
     this Section 4.13, shall have indemnification rights having prospective
     application only. The prospective indemnification rights shall consist of
     such rights to which directors and officers of [the Company] and its
     subsidiaries are entitled under the provisions of the governing corporation
     documents of [the Company] and its subsidiaries, as in effect from time to
     time after the Effective Date, as applicable, and provisions of applicable
     state and federal law as in effect from time to time after the Effective
     Date.

          (c) For a period of six years from and after the Effective Date, [the
     Company] shall cause to be maintained in effect the current policies of
     directors' and officers' liability insurance maintained by [Oneida Valley]
     (provided that [the Company] may substitute therefor policies from
     financially capable insurers of at least the same coverage and amounts
     containing terms and conditions which are substantially no less
     advantageous) with respect to Claims arising from facts or events which
     occurred before the Effective Date. Following consummation of the Merger,
     the directors and officers of [the Company] shall be covered by the
     directors' and officers' liability insurance maintained by [the Company].

          (d) The obligations of [the Company] provided under paragraphs (a),
     (b) and (c) of this Section 4.13 are intended to be enforceable against
     [the Company] directly by the

                                  Page 5 of 9
Indemnified Parties and shall be binding on all respective successors and
     permitted assigns of [the Company].

          (e) In the event [the Company] or any of its successors or assigns (i)
     consolidates with or merges into any other person and shall not be the
     continuing or surviving corporation or entity of such consolidation or
     merger, or (ii) transfers or conveys all or substantially all of its
     properties and assets to any person, then, and in each such case, to the
     extent necessary, proper provision shall be made so that the successors and
     assigns of [the Company] shall assume the obligations set forth in this
     Section 4.13.

          (f) As a condition to receiving indemnification under this Section
     4.13, the party claiming indemnification shall assign, by separate writing,
     to [the Company] all right, title and interest to and in proceeds of any
     insurance maintained or provided by [Oneida Valley or Cortland First] or
     any of their respective affiliates for the benefits of the claiming party,
     to the extent of indemnification actually received from [the Company]
     hereunder and shall send such notices as [the Company] may reasonably
     request under any applicable directors' and officers' liability or blanket
     bond insurance coverage to preserve claims of which the claiming party is
     aware.

          (g) No person shall be entitled to indemnification under this Section
     4.13 if such person is seeking indemnification based on a claim (other than
     a claim arising as a supplier to, customer of or borrower from [Cortland
     First, First National Bank of Cortland, Oneida Valley or Oneida Valley
     National Bank]) brought by such person or by an entity of which such person
     is a general partner, executive officer, director, trustee, beneficiary or
     controlling person unless such person has waived any right to participate
     in any damage or other award to such claiming party or other entity in any
     such action, suit or proceeding."

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.

     5.1  Opinion of Bond, Schoeneck & King, LLP as to the validity of certain
          shares being registered.

     23.1 Consent of PricewaterhouseCoopers LLP

     23.2 Consent of Bond, Schoeneck & King, LLP (included in Exhibit 5.1).

     24.1 Power of Attorney (included at page 8 of this Registration Statement).

                                  Page 6 of 9
ITEM 9. UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

          1.  (a)  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 of distribution not previously disclosed in the
                    registration statement or any material change to such
                    information in the registration statement.

               (b)  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.

               (c)  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 offering.

          2.   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 Section 15(d) of the
               Securities Exchange Act of 1934 (and, where applicable, each
               filing of an employee benefit plan's annual report pursuant to
               Section 15(d) of the Securities Exchange Act of 1934) that is
               incorporated by reference in the 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.

          3.   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.

                                  Page 7 of 9
SIGNATURES

     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 the registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Cortland, New York on the 18th day of January, 2000.

                                   ALLIANCE FINANCIAL CORPORATION

                                   By: /s/ David R. Alvord
                                       --------------------------
                                           David R. Alvord
                                           Co-Chief Executive Officer

     Each person whose signature appears below hereby authorizes David R.
Alvord, as attorney-in-fact, to execute in the name of such person and to file
this registration statement (including any changes that he may deem necessary or
appropriate) and any amendments, including post-effective amendments, hereto.

     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 dates indicated.
Signature                                         Title                           Date
       ---------                                         -----                           ----
/s/ DAVID R. ALVORD                    Co-Chief Executive Officer and Director     January 18, 2000
-----------------------------------          (Principal Executive Officer)
    David R. Alvord

/s/ JOHN C. MOTT                       Co-Chief Executive Officer and Director     January 18, 2000
-----------------------------------          (Principal Executive Officer)
    John C. Mott

/s/ DAVID P. KERSHAW                    Treasurer, Chief Financial Officer and     January 18, 2000
-----------------------------------        Director (Principal Financial and
    David P. Kershaw                           Accounting Officer)

/s/ DONALD S. AMES                                      Director                   January 18, 2000
-----------------------------------
    Donald S. Ames

/s/ JOHN W. BAILEY                                      Director                   January 18, 2000
-----------------------------------
    John W. Bailey

/s/ MARY ALICE BELLARDINI                               Director                   January 18, 2000
-----------------------------------
    Mary Alice Bellardini

/s/ JOHN H. BUCK                                        Director                   January 18, 2000
-----------------------------------
    John H. Buck

/s/ DONALD H. DEW                                       Director                   January 18, 2000
-----------------------------------
    Donald H. Dew
Page 8 of 9
Signature                                         Title                           Date
       ---------                                         -----                           ----
/s/ PETER M. DUNN                                       Director                   January 18, 2000
-----------------------------------
    Peter M. Dunn

/s/ ROBERT H. FEARON, JR                                Director                   January 18, 2000
-----------------------------------
    Robert H. Fearon, Jr

/s/ ROBERT H. KUIPER                                    Director                   January 18, 2000
-----------------------------------
    Robert H. Kuiper

/s/ SAMUEL J. LANZAFAME                                 Director                   January 18, 2000
-----------------------------------
    Samuel J. Lanzafame

/s/ ROBERT M. LOVELL                                    Director                   January 18, 2000
-----------------------------------
    Robert M. Lovell

/s/ GARRISON A. MARSTED                                 Director                   January 18, 2000
-----------------------------------
    Garrison A. Marsted

/s/ HARRY D. NEWCOMB                                    Director                   January 18, 2000
-----------------------------------
    Harry D. Newcomb

/s/ CHARLES E. SHAFER                                   Director                   January 18, 2000
-----------------------------------
    Charles E. Shafer

/s/ RICHARD J. SHAY                                     Director                   January 18, 2000
-----------------------------------
    Richard J. Shay

/s/ RICHARD G. SMITH                                    Director                   January 18, 2000
-----------------------------------
    Richard G. Smith

/s/ CHARLES H. SPAULDING                                Director                   January 18, 2000
-----------------------------------
    Charles H. Spaulding

/s/ DAVID J. TAYLOR                                     Director                   January 18, 2000
-----------------------------------
    David J. Taylor

/s/ EDWARD W. THOMA                                     Director                   January 18, 2000
-----------------------------------
    Edward W. Thoma

/s/ STUART E. YOUNG                                     Director                   January 18, 2000
-----------------------------------
    Stuart E. Young
Page 9 of 9