UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly period ended September 30, 1997 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 0-13888 CHEMUNG FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) New York 16-1237038 (State or other jurisdiction of I.R.S. Employer incorporation or organization) Identification No. One Chemung Canal Plaza, Elmira, NY 14902 (Address of principal executive offices) (Zip Code) (607) 737-3711 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES XX NO Indicate the number of shares outstanding of each of the issuer's classes of common stock as of September 30, 1997: Common Stock, $5 par value -- outstanding 2,071,764 shares CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARY INDEX PAGE PART I. FINANCIAL INFORMATION Item 1: Financial Statements Condensed Consolidated Balance Sheets 1 Condensed Consolidated Statements of Income 2 Condensed Consolidated Statements of Cash Flow 3 Notes to Condensed Consolidated Financial Statements 4 Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations 5 PART II. OTHER INFORMATION Item 6: Exhibits and Reports on Form 8-K 12 All other items required by Part II are either inapplicable or would require an answer which is negative. SIGNATURES 13 PART I. FINANCIAL INFORMATION Item 1: Financial Statements <TABLE> <CAPTION> CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARY CONDENSED CONSOLIDATED BALANCE SHEETS Sept. 30 Dec. 31 1997 1996 ASSETS <S> <C> <C> Cash and due from banks $ 28,132,084 $ 31,103,374 Int.-bearing deposits with other financial inst. 1,321,397 151,920 Federal funds sold 6,500,000 500,000 Securities held to maturity, fair value of $6,146,014 in 1997 and $10,351,440 in 1996 6,146,020 10,351,840 Securities available for sale, at fair value 188,518,551 185,365,478 Loans, net of unearned income and deferred fees293,510,096 283,720,981 Allowance for loan losses (4,152,210) (3,975,000) Loans, net 289,357,886 279,745,981 Bank premises and equipment, net 9,766,397 9,712,633 Intangible assets, net of accumulated amortization 6,962,457 7,402,934 Other assets 9,108,363 7,878,811 Total assets $545,813,155 $532,212,971 LIABILITIES Deposits: Non-interest bearing $ 82,367,424 $ 86,049,289 Interest bearing 370,518,694 353,600,054 Total deposits 452,886,118 439,649,343 Securities sold under agreement to repurchase 12,494,031 14,371,140 Long term borrowing 10,000,000 10,000,000 Other liabilities 10,299,499 12,072,289 Total liabilities 485,679,648 476,092,772 SHAREHOLDERS' EQUITY Common Stock, $5.00 par value per share; authorized 3,000,000 shares, issued: 2,150,067 10,750,335 10,750,335 Surplus 10,101,804 10,101,804 Retained earnings 36,703,020 33,885,269 Treasury stock, at cost (78,303 shares in 1997 and 77,853 shares in 1996) (1,940,868) (1,925,118) Net unrealized gain on securities available for sale, net of taxes 4,519,216 3,307,909 Total shareholders' equity 60,133,507 56,120,199 Total liabilities & shareholders' equity $545,813,155 $532,212,971 See Accompanying Notes to Condensed Consolidated Financial Statements </TABLE> <TABLE> <CAPTION> CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF INCOME 9 Months Ended 3 Months Ended Sept. 30 Sept. 30 INTEREST INCOME 1997 1996 1997 1996 <S> <C> <C> <C> <C> Loans $19,857,579$18,796,661 $6,813,992$6,452,152 Securities 9,144,038 8,596,723 3,015,222 2,938,790 Federal funds sold 205,075 267,333 83,369 46,872 Interest bearing deposits 191,776 155,284 85,944 19,170 Total interest income 29,398,46827,816,001 9,998,527 9,456,984 INTEREST EXPENSE Deposits 11,022,37510,690,446 3,760,273 3,608,759 Securities sold under agreement to repurchase and funds borrowed 1,004,198 418,417 334,986 181,041 Total interest expense 12,026,57311,108,863 4,095,259 3,789,800 Net interest income 17,371,89516,707,138 5,903,268 5,667,184 Provision for loan losses 738,583 450,000 288,583 150,000 Net interest income after provision for loan losses16,633,31216,257,138 5,614,685 5,517,184 Realized gains-security trans., Net 143,010 539,967 111,466 155,815 Other operating income 5,114,746 4,708,683 1,730,236 1,577,963 Total other operating income5,257,7565,248,650 1,841,702 1,733,778 Other operating expenses 14,749,39914,719,776 4,931,753 4,877,977 Income before income taxes 7,141,669 6,786,012 2,524,634 2,372,985 Income taxes 2,459,065 2,377,365 881,474 849,165 Net Income $ 4,682,604$4,408,647 $1,643,160$1,523,820 Net Income per Share $2.26 $2.12 $0.79 $0.73 See Accompanying Notes to Condensed Consolidated Financial Statements </TABLE> <TABLE> <CAPTION> CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Nine Months Ended Sept. 30 1997 1996 OPERATING ACTIVITIES <S> <C> <C> Net income $ 4,682,604 $ 4,408,647 Adjustments to reconcile net income to net cash provided by operating activities: Amortization of intangible assets 440,477 440,477 Provision for loan losses 738,583 450,000 Provision for depreciation and amortization 1,140,402 1,093,395 Amortization of premiums and discounts on securities, net223,813 243,307 Gain on sales of securities, net (143,010) (539,967) (Increase) decrease in other assets (1,229,552) (141,406) Increase (decrease) other liabilities (1,834,817) (572,071) Net cash provided by operating activities 4,018,500 5,382,382 INVESTING ACTIVITIES Proceeds from maturities of securities - AFS 24,917,456 39,478,826 Proceeds from maturities of securities -HTM 10,837,142 4,897,837 Proceeds from sales of securities - AFS 10,288,578 37,401,588 Purchases of securities - AFS (37,228,605) (83,305,749) Purchases of securities - HTM (6,631,320) (7,491,479) Purchases of premises and equipment, net (1,194,166) (720,723) Loan originations, net of repayments and other reductions (13,294,206) (21,920,759) Proceeds from sales of student loans 2,943,718 2,932,492 Net cash used by investing activities (9,361,403) (28,727,967) FINANCING ACTIVITIES Net increase (decrease) in demand deposits, NOW, savings and insured money markets (1,213,272) (7,742,298) Net increase (decrease) in certificates of deposit and individual retirement accounts 14,450,047 21,015,655 Net increase (decrease) in short term borrowings (1,877,109) 1,986,647 Sale of treasury shares 0 202,020 Purchase of treasury shares (15,750) (296,849) Cash dividends paid (1,802,826) (1,561,425) Net cash provided by financing activities 9,541,090 13,603,750 Net increase (decrease) in cash and cash equivalents 4,198,187 (9,741,835) Cash and cash equivalents at beginning of year 31,755,294 37,383,798 Cash and cash equivalents at end of period $35,953,481 $27,641,963 See Accompanying Notes to Condensed Consolidated Financial Statements </TABLE> CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 1. Summary of Significant Accounting Policies Basis of Presentation Chemung Financial Corporation (the Company) operates as a bank holding company. Its only subsidiary is Chemung Canal Trust Company (the Bank).The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, the Bank. All material intercompany accounts and transactions have been eliminated in the consolidation. 2. The condensed consolidated financial statements included herein reflect all adjustments which are, in the opinion of management, of a normal recurring nature and necessary to present fairly the Company's financial position as of September 30, 1997 and December 31, 1996, and results of operations and cash flows for the three and nine month periods ended September 30, 1997 and 1996. 3. Net income per share for the periods presented have been computed by dividing net income by 2,072,164 weighted average shares outstanding for September 30, 1997 and 2,080,955 weighted average shares outstanding for September 30, 1996. 4. Goodwill, which represents the excess of purchase price over the fair value of identifiable assets acquired, is being amortized over 15 years on the straight-line method. Deposit base intangible, resulting from the Bank's purchase of deposits from the Resolution Trust Company in 1994, is being amortized over the expected useful life of 15 years on a straight-line basis. Amortization periods are monitored to determine if events and circumstances require such periods to be reduced. Periodically, the Company reviews its goodwill and deposit base intangible assets for events or changes in circumstances that may indicate that the carrying amount of the assets are not recoverable. 5. On June 28, 1996 the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 125 Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities. This statement provides accounting and reporting standards for transfers and servicing of financial assets and extinguishment of liabilities based on consistent application of a financial-components approach that focuses on control. The Company adopted SFAS No. 125 on January 1, 1997 and there was no material impact on the Company's financial statements. The FASB issued SFAS No. 128 Earnings Per Share in February 1997 effective for periods ending after December 15, 1997. SFAS No. 128 was issued to simplify the computation of Earnings Per Share (EPS) and to make the U.S. standard more compatible with the EPS standards of other countries. Prior period EPS will be restated after the effective date of this statement. The adoption of SFAS No. 128 should have no effect on earnings per share as the Company does not have a complex capital structure. In June 1997, the FASB issued SFAS No. 130 Reporting Comprehensive Income. SFAS No. 130 establishes standards for the reporting and display of comprehensive income and its components in a full set of general purpose financial statements. Comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from nonowner sources. The impact of adopting SFAS No. 130, which is effective for the Company in 1998, has not been determined. In June 1997, the FASB issued SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information. SFAS No. 131 requires publicly-held companies to report financial and other information about key revenue-producing segments of the entity for which such information is available and is utilized by the chief operation decision maker. Specific information to be reported for individual segments includes profit or loss, certain revenue and expense items and total assets. A reconciliation of segment financial information to amounts reported in the financial statements would be provided. SFAS No. 131 is effective for the Company in 1998 and the impact of adoption has not been determined. Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operation Total assets at September 30, 1997 were $545.8 million, an increase of $13.6 million or 2.56% from the beginning of the year. The Available for Sale segment of the securities portfolio totaled $188.5 million as compared to $185.4 million at the beginning of the year. At amortized cost, increases in Municipal Bonds ($5.4 million) and Mortgage Backed Securities ($9.0 million) were somewhat offset by decreases in U.S. Treasury Notes ($8.5 million), Federal Agency Bonds ($3.4 million), Corporate Bonds ($1.1 million) and Stocks ($207 thousand). The allowance valuation for Available for Sale securities has increased by $2.0 million since year end 1996 a reflection of the financial market's reaction to sustained economic growth with low inflation. The Held to Maturity segment of the portfolio consisting primarily of Municipal obligations totaled $6.1 million at September 30, 1997 versus $10.4 million at the beginning of the year. Amortized cost and fair value, maturity duration, and unrealized gains and losses for the components in each of the Available for Sale and Held to Maturity categories of the securities portfolio at September 30, 1997 are set forth in the following tables: <TABLE> <CAPTION> AVAILABLE FOR SALE HELD TO MATURITY Amortized Fair Amortized Fair Cost Value Cost Value <S> <C> <C> <C> <C> U.S. Treasury and other U.S. Govt. Agencies $ 92,605,833$ 92,950,786 $ - $ - Mtg. Backed Securities 59,195,953 59,605,693 - - Obligations of states and Political subdivisions 25,632,707 25,950,727 6,069,364 6,069,364 Other bonds and notes 100,628 101,327 76,656 76,650 Corporate Stocks 3,458,928 9,910,018 - - $180,994,049$188,518,551 $ 6,146,020 $ 6,146,014 </TABLE> The carrying value and weighted average yields based on amortized cost by years to maturity for securities available for sale as of September 30, 1997 are as follows (excluding corporate stocks): <TABLE> <CAPTION> Maturing Within One Year After One, Within Five Amount Yield Amount Yield <S> <C> <C> <C> <C> U.S. Treasury and other U.S. Government Agencies$ 11,081,4356.44% $ 55,288,105 6.21% Mortgage Backed Securities - - - - Obligations of states and political subdivisions 5,564,656 4.61% 11,066,654 4.76% Other bonds and notes - - 101,327 7.32% Total $ 16,646,091 5.77% $ 66,456,086 5.97% </TABLE> <TABLE> <CAPTION> Maturing After Five, Within Ten After Ten Years Amount Yield Amount Yield <S> <C> <C> <C> <C> U.S. Treasury and other U.S. Government Agencies$ 26,581,2467.09% $ - - Mortgage Backed Securities 3,863,729 6.69% 55,741,964 7.60% Obligations of states and political subdivisions 9,038,205 4.66% 281,212 4.90% Other bonds and notes - - - - - Total $ 39,483,180 6.50% $ 56,023,176 7.58% </TABLE> Mortgage-backed securities are expected to have shorter average lives than their contractual maturities as shown above, because borrowers may prepay obligations with or without call or prepayment penalties. The amortized cost and weighted average yields by years to maturity for securities held to maturity as of September 30, 1997 are as follows: <TABLE> <CAPTION> Maturing Within One Year After One, Within Five Amount Yield Amount Yield <S> <C> <C> <C> <C> Obligations of states and political subdivisions $ 3,761,254 3.92% $ 1,672,273 5.20% Other bonds and notes 5,000 5.50% - - Total Bonds $ 3,766,254 3.92% $ 1,672,273 5.20% </TABLE> <TABLE> <CAPTION> Maturing After Five, Within Ten After Ten Years Amount Yield Amount Yield <S> <C> <C> <C> <C> Obligations of states and political subdivisions $ 635,837 6.77% $ - - Other bonds and notes 71,656 8.25 - - Total $ 707,493 6.92% $ - - </TABLE> There are no securities of a single issuer (other than securities of the U.S. Government and its agencies) that exceed 10% of shareholders equity at September 30, 1997 in either the Available for Sale or Held to Maturity categories. Gross unrealized gains and gross unrealized losses on securities Available for Sale and Held to Maturity were as follows: <TABLE> <CAPTION> AVAILABLE FOR SALE HELD TO MATURITY Unrealized Unrealized UnrealizedUnrealized Gains Losses Gains Losses <S> <C> <C> <C> <C> U.S. Treasury and other U.S. Govt. Agencies $ 582,992 $238,039 $ - $ - Mtg. Backed Securities 479,047 69,307 - - Obligations of states and Political subdivisions 326,202 8,182 - - Other bonds and notes 699 - - 6 Corporate Stocks 6,451,090 - - - $7,840,030 $315,528 $ - $ 6 </TABLE> Realized net gains on sales of securities Available for Sale for the nine-month period ended September 30, 1997 were $143,010. Included in the Corporate Stocks component in the above tables are 15,665 shares of SLM Holding Corp., formerly known as Student Loan Marketing Association ("Sallie Mae") at a cost basis of $5,016 and fair value of $2,122,608. These shares were acquired as preferred shares (a permitted exception to the U.S. Government regulation banning bank ownership of equity securities) in the original capitalization of the U.S. Government Agency . Later, the shares were converted to common stock as Sallie Mae recapitalized. Additionally, at September 30, 1997, the bank's equity portfolio held listed securities totaling $89,540 at cost with a total fair value of $4,400,968. These shares were acquired prior to the enactment of the Banking Act of 1933. Other equities included in the Bank portfolio are 9,964 shares of Federal Reserve Bank and 17,972 shares of the Federal Home Loan Bank of New York valued at $498,200 and $1,797,200 respectively. Management has no current plans for selling these securities. Total loan balances have increased $9.8 million or 3.45% since the beginning of the year. $7.2 million of this increase is in the business loan segment of our portfolio with this growth due to the purchase of an $8.4 million block of loans during the second quarter of this year. Total consumer loans have increased $2.1 million (1.84%) since the beginning of the year due primarily to increases in our indirect auto lending program. In addition to growth in this area ($3.6 million), our term home equity product introduced during the second quarter has grown to $817 thousand in outstandings. The above has been offset by declines in our revolving home equity loans ($1.3 million) as well as a $970 thousand decrease in student loans due to seasonal sales to Sallie Mae. Our mortgage portfolio has grown by $416 thousand since the beginning of the year. Total deposits at September 30, 1997 were $452.9 million as compared to $439.6 million at the beginning of the year, a $13.3 million or 3.01% increase. Public fund balances at September 30, 1997 were $774 thousand lower than balances maintained at December 31, 1996, while other "Core Deposit" accounts have increased by $14.0 million. Net earnings for the third quarter were $1.643 million as compared to $1.524 million for the third quarter of 1996, a $119 thousand or 7.8% increase. Net earnings per share for the quarter increased by $0.06 or 8.2%. Net Interest Income after the Provision for Loan Losses increased $98 thousand despite the third quarter provision being $139 thousand greater than last year. While realized gains from the sale of Available for Sale securities were $44 thousand lower than gains taken in the third quarter of 1996, all other operating income increased by $152 thousand or 9.65%. Other operating expenses increased by $54 thousand or 1.10%. Net earnings for the nine months ended September 30, 1997 were $4.683 million, a $274 thousand or 6.21% increase over the nine months ended September 30, 1996. On a per share basis, net earnings for the nine month period were $2.26 versus $2.12 the prior year, an increase of $0.14 (6.60%) on 8,791 fewer average shares outstanding. The earnings growth thusfar in 1997 is more impressive considering that 1996 earnings included approximately $324 thousand or $0.16 per share in net after tax realized gains on the sale of Available for Sale securities as compared to $86 thousand or $0.04 per share in after tax securities gains thusfar in 1997. Excluding securities gains, all other net operating earnings for the first nine months of 1997 are $512 thousand or 12.52% ahead of last year. Earnings for the first nine months have been positively impacted by a $376 thousand increase in Net Interest Income despite a $289 thousand increase in the Provision for Loan Losses. This is reflective of the fact that average earning assets year to date have increased by $23.5 million, $19.2 million of this increase in the loan portfolio. In addition to the above, other operating income has increased by $406 thousand or 8.62%, while other operating expenses have increased by only $30 thousand or 0.20%. As indicated on the Condensed Consolidated Statement of Cash Flows, cash and cash equivalents have increased $4.2 million since year end 1996. The primary sources of cash during the nine month period ended September 30, 1997 have been proceeds from the sales and maturity of securities ($46.0 million), an increase in deposit accounts ($13.2 million) and net cash provided by operating activities ($4.0 million). Cash proceeds generated from the above sources have been used primarily to fund the purchase of securities ($43.9 million), net loan originations ($10.4 million), net investment in fixed assets ($1.2 million) reduction of short term borrowings ($1.9 million) and the payment of cash dividends ($1.8 million), with excess funds invested in overnight Fed Funds and interest bearing deposits. During the nine months ended September 30, 1997, the Company acquired 450 treasury shares at an average price of $35.00 per share. No treasury shares have been sold thusfar in 1997. During the quarter, the Company declared a cash dividend of $0.31 per share. Also as noted in the June 30, 1997 MD&A, during the second quarter, the Bank paid a special dividend of $2.5 million up to the holding company, with the funds to be used for future investment purposes. Based upon loan growth, past experience, as well as an ongoing review of the risk inherent in our loan portfolio, management has increased the loan loss provision for the first nine months from $450 thousand to $739 thousand. At September 30, 1997 the Allowance for Loan Losses represents 366% of non-performing loans and 1.41% of total loans. Non-performing loans at September 30, 1997 constituted 0.39% of total loans. Changes in the allowance for loan losses for the nine months ended September 30, 1997 is as follows: <TABLE> <CAPTION> September 30, 1997 Amount (000's) <S> <C> <C> Balance at beginning of period $ $ 3,975 Charge-offs: Domestic: Commercial, financial and agricultural 60 Commercial mortgages 53 Residential mortgages 0 Consumer loans 514 $ 627 Recoveries: Domestic: Commercial, financial and agricultural $ 11 Commercial mortgages 0 Residential mortgages 0 Consumer loans 54 $ 65 Net charge-offs $ 562 Additions charged to operations 739 Balance at end of period $ 4,152 Ratio of net charge-offs during the period to average loans outstanding during the period .19% </TABLE> We have experienced an increase in consumer loan charge-off's due primarily to an increase in bankruptcies, a situation effecting the banking industry as a whole. Management is aware of this situation and is taking appropriate actions to mitigate this situation. Included in the allowance for loan losses at September 30, 1997 is an allowance for impaired loans of $246 thousand versus $341 thousand at the beginning of the year. The total recorded investment in these loans at September 30, 1997 and December 31,1996 was $1.012 million and $1.701 million respectively. Management distinguishes between impaired and non- accrual loans as follows: Impaired Loans - A loan would be considered impaired when it is probable that after having considered current information and events regarding the borrower's ability to repay their obligations, the corporation will be unable to collect all amounts due according to the contractual terms of the loan agreement. Non-Accrual Loans - A loan is placed on non-accrual when it becomes past due and is referred to legal counsel, or in the case of a commercial loan which becomes 90 days delinquent, or in the case of a consumer loan (not guaranteed by a government agency) or a real estate loan which becomes 120 days delinquent unless, because of collateral or other circumstances, it is deemed to be collectible. When placed on non-accrual, previously accrued interest is reversed. Loans may also be placed in non-accrual if management believes such classification is warranted for other reasons. At September 30, 1997, the allocation of the allowance for loan losses is as follows: <TABLE> <CAPTION> Reported Period September 30, 1997 Balance at end of period applicable to: Percent of Loans in each Amount Category to Total Loans <S> <C> <C> Domestic: Commercial, financial and agricultural 1,602,730 33.82% Commercial mortgages 134,319 2.32% Residential mortgages 31,694 24.52% Consumer loans 574,828 39.34% Unallocated: 1,808,639 N/A Total $4,152,210 100.00% </TABLE> For the periods ended September 30, 1997 and December 31, 1996, the following table summarized the Company's non-accrual and past due loans: <TABLE> <CAPTION> Amounts (000's) September 30, 1997 December 31, 1996 <S> <C> <C> Non-accrual loans $ 687 $1,494 Accruing loans past due$ 447 $ 226 90 days or more </TABLE> At September 30, 1997, the Company has no commercial loans for which payments are presently current but the borrowers are currently experiencing severe financial difficulties. At September 30, 1997, no loan concentrations to borrowers engaged in the same or similar industries exceeded 10% of total loans and the Corporation has no interest-bearing assets other than loans that meet the non-accrual, past due, restructured or potential problem loan criteria. On September 30, 1997, the Company consolidated leverage ratio was 9.16%. The Tier I and Total Risk Adjusted Capital ratios were 16.03% and 17.29%, respectively. PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Applicable Exhibits (3.1) Certificate of Incorporation is filed as Exhibit 3.1 to Registrant's Registration Statement on Form S-14, Registration No. 2-95743, and is incorporated herein by reference. Certificate of Amendment to the Certificate of Incorporation, filed with the Secretary of State of New York on April 1, 1988, is incorporated herein by reference to Exhibit A of the registrant's Form 10-K for the year ended December 31, 1988, File No. 0-13888. (3.2) Bylaws of the Registrant, as amended to April 9, 1997 are incorporated herein by reference to Exhibit A of the registrant's Form 10-Q for the quarter ended June 30, 1997, File No. 0-13888. (27) Financial Data Schedule (EDGAR version only) (b) Reports on Form 8-K During the quarter ended September 30, 1997, no reports on Form 8-K or amendments to any previously-filed Form 8-K were filed by the registrant. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned there to duly authorized. CHEMUNG FINANCIAL CORPORATION DATE: October 31, 1997 /s/ John W. Bennett John W. Bennett Chairman & CEO DATE: October 31, 1997 /s/ John R. Battersby Jr. John R. Battersby Jr. Treasurer