UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G (Amendment No. 3)
Item 1(a) Name of Issuer:
Chemung Financial Corporation
Item 1(b) Address of Issuer's Principal Executive
Offices: One Chemung Canal Plaza
Elmira, New York 14901
Item 2(a) Name of Person Filing:
Chemung Canal Trust Company Profit
Sharing,Savings and Investment Plan
Item 2(b) Address or Principal Business Office or, if
none, residence:
One Chemung Canal Plaza
Elmira, New York 14901
Item 2(c) Citizenship:
Employee Benefit Plan - Not
Applicable Item 2(d) Title of Class of
Securities:
Common Stock
Item 2(e) CUSIP Number:
164024 10 1
Item 3 If this statement is filed pursuant to Rules 13d-
1(b),
or 13d-2(b), check whether the person filing is a:
(a) ( ) Broker or Dealer registered under Section 15 of the
Act (b) ( ) Bank as defined in Section 3(a)(6) of the Act
(c) ( ) Insurance Company as defined in Section 3(a)(19) of
the Act
(d) ( ) Investment Company registered under Section 8 of the
Investment Company Act
(e) ( ) Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940
(f) (X) Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund
(g) ( ) Parent Holding Company, in accordance with Section
240.13d- (b)(ii)(G)
(h) ( ) Group, in accordance with Section 240.13d
1(b)(1)(ii)(H)
Item 4 Ownership:
If the percent of the class owned, as of December 31 of
the year covered by the statement, or as of the last day
of any month described in Rule 13d-1(b)(2), if
applicable, exceeds five percent, provide the following
information as of that date and identify those shares
which there is a right to
acquire.
(a) Amount Beneficially Owned:
230,896
(b) Percent of Class:
11.16% based on 2,069,529 shares outstanding on December
31, 1997, as reported by the issuer.
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote:
0
(ii) shared power to vote or to direct the vote:
230,896
(iii)sole power to dispose or to direct the disposition of:
0
(iv) shared power to dispose or to direct the disposition of:
230,896
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.
230,896 shares of Common Stock of Chemung Financial
Corporation are held in trust by the Trust Department of
Chemung Canal Trust Company as trustee under a trust
agreement pursuant to the Chemung Canal Trust Company
Profit Sharing, Savings and Investment Plan. The
employees of Chemung Canal Trust Company who participate
under said Plan have the right to direct the voting of,
to receive the dividends from and to receive the proceeds
from the sale of said 230,896 shares of Chemung Financial
Corporation Common Stock.
Item 7 Identification and Classification of the Subsidiary
Which Acquired the Security being Reported on By the
Parent Holding Company:
If a parent holding company has filed this schedule,
pursuant to Rule 13d-1(b)(ii)(G), so indicate under
Item 3(g) and attach an exhibit stating the identity
and the Item 3 classification of the relevant
subsidiary. If a parent holding company has filed
this schedule pursuant to Rule 13d-1(c), attach an
exhibit stating the identification of the relevant
subsidiary.
NOT APPLICABLE
Item 8 Identification and Classification of Members of
the
Group:
If a group has filed this schedule pursuant to
Rule 13d-1(b)(ii)(H), so indicate under Item 3(h)
and attach an exhibit stating the identity and
Item 3 classification of each member of the group.
If a group has filed this schedule pursuant to
Rule 13d1(c), attach an exhibit stating the
identity of each member of the group.
NOT APPLICABLE
Item 9 Notice of Dissolution of Group:
Notice of dissolution of a group may be furnished as
an exhibit stating the date of the dissolution and
that all further filings with respect to transactions
in the securities reported on will be filed, if
required by members of the group in their individual
capacity.
NOT APPLICABLE
Item 10 Certification:
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired in the ordinary course of business and were
not acquired for the purpose of and do not have the
effect of changing or influencing the control of the
issuer of such securities and were not acquired in
connection with or as a participant in any transaction
having such purposes or effect.
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated: February ____, 1998.
Signature: CHEMUNG CANAL TRUST COMPANY,
as Trustee By _________________________
Name/Title: /s/Jerome F. Denton
Executive Vice
President
