UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
CHEMUNG FINANCIAL CORPORATION
(Name of Issuer)
Common Stock, Par Value $0.01
(Title of Class of Securities)
164024 10 1
(CUSIP Number)
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rules pursuant to
which this Schedule is filed:
(X) Rule 13d-1(b)
( ) Rule 13d-1(c)
( ) Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
Potential persons who are to respond to the collection of
information contained in this form are not required to respond
unless the form displays a currently valid OMB control number.
CUSIP No. 164024 10 1
1. Chemung Canal Trust Company E.I. No. 16-0380815
2.
3.
4. U.S.A. - State of New York
5. 26,144
6. 1,171,072
7. 26,144
8. 370,762
9. 1,197,216
10.
11. 29.18%
12. BK
SCHEDULE 13G (Amendment No. 13)
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
Item 2(b) Address of Principal Business Office or, if none,
residence:
One Chemung Canal Plaza
Elmira, New York 14901
Item 2(c) Citizenship:
Organized in the State of New York
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 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing
is a:
(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).
(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).
(i) ( ) A church plan that is
excluded from the definition of an investment
company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-
3).
(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:
1,197,216
(b) Percent of class:
29.18% based on 4,102,754 shares outstanding on
December 31, 1998, 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: 26,144
(ii) shared power to vote or to
direct the vote: 1,171,072
(iii) sole power to dispose or to
direct the disposition of: 26,144
(iv) shared power to dispose or to
direct the disposition of: 370,762
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 1998
said Bank in various fiduciary capacities acquired and
disposed of shares of said Holding Company.
Among the holdings by the Bank are 453,698 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.
SIGNATURE
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 11, 1999.
Signature: /s/Jerome F. Denton
Name/Title: Executive Vice President
The original statement shall be signed by each person on
whose behalf the statement is filed or his authorized
representative. If the statement is signed on behalf of a person
by his authorized representative other than an executive officer
or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall
be filed with the statement, provided, however, that a power of
attorney for this purpose which is already on file with the
Commission may be incorporated by reference. The name and any
title of each person who signs the statement shall be typed or
printed beneath his signature.
