(a)

( )

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

(X)

Bank as defined in section 3(a) (6) of the Act (15 U.S.C. 78c).

(c)

( )

Insurance company as defined in section 3(a) (19) of the Act (15 U.S.C. 78c).

(d)

( )

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

( )

An investment adviser in accordance with 240.13d-1(b) (1) (ii) (E).

(f)

( )

An employee benefit plan or endowment fund in accordance with 240.13d-1(b) (1) (ii) (F).

Page 3 of 6

(g)

( )

A parent holding company or control person in accordance with 240.13d-1(b) (1) (ii) (G).

(h)

( )

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(j)

( )

Group, in accordance with 240.13d-1(b) (1) (ii) (J).

Item 4

Ownership:

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:

636,184

(b)

Percent of class:

17.40% based on 3,656,874 shares outstanding on December 31, 2004, as reported by the issuer.

(c)

Number of shares as to which the person has:

(i)

sole power to vote or to direct the vote:

26,060

(ii)

shared power to vote or to direct the vote:

610,124

(iii)

sole power to dispose or to direct the disposition of:

24,881

(iv)

shared power to dispose or to direct the disposition of:

463,784

Item 5

Ownership of Five Percent or Less of a Class:

NOT APPLICABLE

Item 6

Ownership of More than Five Percent on Behalf of Another Person:

If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.

The reporting person is a new York banking corporation (herein referred to as Bank) wholly owned by the Issuer, a New York Bank Holding Company (herein referred to as Holding Company). During the year 2004 said Bank in various fiduciary capacities acquired and disposed of shares of said Holding Company.

Among the holdings by the Bank are 217,156 shares of said Holding Company common stock held by the Bank as trustee of the Chemung Canal Trust Company Profit Sharing, Savings and Investment Plan, a qualified Plan. The beneficiary participants of said Plan are employees of the Bank. Said holdings are further reported on a separate Schedule 13G filed by the Bank as Trustee of said Plan.

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:

NOT APPLICABLE

Item 8

Identification and Classification of Members of the Group:

NOT APPLICABLE

Item 9

Notice of Dissolution of Group:

NOT APPLICABLE

Item 10

Certification:

The following certification shall be included if the statement is filed pursuant to 240.13d-1(b).

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired in connection with or as a participant in any transaction having that purpose or effect.