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Prospectus CHEMUNG FINANCIAL CORP - 4-11-2011


									                                         SECURITIES AND EXCHANGE COMMISSION
                                                           Washington, D.C. 20549

                                                                 FORM 8-K

                                                            CURRENT REPORT

                                 Pursuant to Section 13 OR 15(d) OF The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):                                          April 8, 2011

                                            CHEMUNG FINANCIAL CORPORATION
                                             (Exact name of Registrant as specified in its charter)

                 New York                                    0-13888                                             16-123703-8
       (State or other jurisdiction of                (Commission file number)                                (I.R.S. Employer
      incorporation or organization)                                                                         Identification No.)

                                         One Chemung Canal Plaza, P.O. Box 1522, Elmira, NY 14901
                                             (Address of principal executive offices) (Zip Code)

                                                                 (607) 737-3711
                                              (Registrant's telephone number including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
            [X]            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

            [ ]              Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

            [ ]              Pre-commencement communications pursuant to Rule 14d-2(B) under the Exchange Act (17 CFR 240.14d-2(b))

            [ ]              Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01                  Other Events
On April 11, 2011, Chemung Financial Corporation issued a press release announcing the closing of its acquisition of Fort Orange Financial
Corporation. A copy of the press release is included as Exhibit 99.1 to this report.


            (d)             Exhibits

                                Exhibit No.
                                   99.1          Press Release of Chemung Financial Corporation dated April 11, 2011

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, thereunto duly authorized.

                                                                 CHEMUNG FINANCIAL CORPORATION

April 11, 2011                                                   By: Ronald M. Bentley

                                                                 Ronald M. Bentley
                                                                 President & Chief Executive Officer
For Immediate Release:
April 11, 2011 @ 2:30 p.m.

                              Chemung Financial Completes Acquisition
                                         of Albany Bank
Officials of Chemung Financial Corporation (“Chemung”), the holding company of Chemung Canal Trust Company today announced that the
merger with Fort Orange Financial Corp., the holding company of Capital Bank, was completed on April 8, 2011 in a stock and cash
transaction valued at $31.5 million, based upon Chemung’s closing stock price on that date. Concurrent with this transaction, Capital Bank
was merged with and into Chemung Canal Trust Company and this morning (April 11, 2011) all five Capital District branch offices opened as
Capital Bank, a division of Chemung Canal Trust Company.

“The Capital Region is one of the most attractive markets in all of New York State,” said Ronald M. Bentley, President and Chief Executive
Officer of Chemung Financial Corporation and Chemung Canal Trust Company. “We are excited to extend our relationship style of
community banking to the residents and businesses within this market,” Bentley added.

“Like Chemung Canal, Capital Bank has a strong tradition of providing quality customer service,” Bentley said. “With an expanded menu of
personal and business products and the introduction of our wealth management services, we will significantly enhance existing client
relationships and expand the reach of the bank throughout the Capital District,” he added.

“The Capital Bank name is a strong, recognizable brand within the Albany market,” Bentley said, “so our new offices will maintain their
current identity. Additionally, we are pleased that their customers will continue to do business with the same friendly, knowledgeable and
professional staff of bankers.”

With the completion of the acquisition Chemung Financial becomes a $1.2 billion financial institution with 28 offices located in eight New
York counties, as well as Bradford County in Pennsylvania. The new Capital District branch locations are in Albany, Clifton Park, Latham and
                                                                -- more --

Chemung Canal and Capital Bank clients can bank at any of the 28 offices, as well as 24 hours a day through the bank’s online web banking

Chemung Financial Corporation is headquartered in Elmira, New York and reported total assets of $1.0 billion as of December 31, 2010. It
was formed in 1985 as the holding company of Chemung Canal Trust Company, a full service community bank with full trust
powers. Chemung Canal Trust Company was established in 1833.
Sandler O’Neill & Partners, L.P. served as the financial advisor to Chemung Financial Corporation, and FinPro, Inc. served as the financial
advisor for Fort Orange Financial Corp. Hinman, Howard and Kattell, LLP served as outside legal counsel to Chemung Financial Corporation,
while Hiscock & Barclay, LLP served as outside legal counsel to Fort Orange Financial Corp.

                                                                      -- 30 --

This press release may include forward-looking statements with respect to revenue sources, growth, market risk, corporate objectives and
possible losses due to asset quality. These statements constitute “forward-looking” statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Chemung Financial Corporation and Fort Orange Financial
Corp. assume no duty, and specifically disclaim any obligation to update forward-looking statements, whether as a result of new information,
future events or otherwise, and cautions that these statements are subject to risks and uncertainties that could cause actual operating results to
differ materially.

Media notes:
       Attached is a copy of Capital Bank’s new logo.

 Ronald M. Bentley, President & CEO
                Chemung Financial Corporation & Chemung Canal Trust Company
 One Chemung Canal Plaza, PO Box 1522, Elmira, NY 14902
 (607) 737-3900

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