COMMUNITY FINANCIAL SYSTEM, INC. — Director's Dealing 2012

May 22, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMMUNITY BANK SYSTEM INC (CBU)
CIK: 0000723188
Period of Report: 2012-05-18

Reporting Person: ACE BRIAN R (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-18	Phantom Stock (Deferred Compensation)	$	A	94.697	Acquired		Common Stock (94.697)	Direct

Footnotes

F1: Each unit of phantom stock is the economic equivalent of one share of Community Bank System, Inc. common stock. The units of phantom stock relating to the Deferred Compensation Plan will be settled in Community Bank System, Inc. common stock at future dates selected by the reporting person.

F2: Includes 198.32 units of phantom stock acquired on April 10, 2012 under the Deferred Compensation Plan's dividend reinvestment feature.