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SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K/A



|    |  |                                                                                                    |  | 
|--- |  | -------------------------------------------------------------------------------------------------- |  | 
|[X] |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE                                               |  | 
|    |  | SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2007                        |  | 
|    |  |                                                                                                   
|    |  | OR                                                                                                 |  | 
|    |  |                                                                                                   
|[ ] |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE                                           |  | 
|    |  | SECURITIES EXCHANGE ACT OF 1934 For the transition period from  to 
Commission file number 0-15366 |  | 

ALLIANCE FINANCIAL CORPORATION

(Exact name of Registrant as specified in its charter)



|                                                               |  |  |  |                                     
|-------------------------------------------------------------- |  |  |  | ------------------------------------
|New York                                                       |  |  |  | 16-1276885                          
|(State or Other Jurisdiction of Incorporation or Organization) |  |  |  | (I.R.S. Employer Identification No.)
|                                                               |  | 
|120 Madison Street, Tower II, 18thFloor, Syracuse, NY 13202    |  |  |  | 13202                               
|(Address of principal executive offices)                       |  |  |  | (ZIP
Code)                          

Registrants telephone number including area code: (315) 475-4478

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:  Common Stock, $1.00 par value per share

Name of each exchange on which
registered:  The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes
                                        
                        NoX

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

Yes
                                        
                        NoX

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  X
                                        
                        No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of accelerated
filer, large accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.

Large Accelerated
Filer  [ ]          Accelerated Filer  [X]          Non-accelerated filer  [
]          Smaller Reporting Company  [ ]

Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes       No X

As of June 30, 2007, the aggregate market value of the voting stock held by nonaffiliates of the registrant was $119.0 million based on the closing
sale price as reported on the NASDAQ Global Market.

The number of outstanding shares of the Registrants common stock, $1 par value
per share, on March 7, 2008 was 4,652,385 shares.



DOCUMENTS
INCORPORATED BY REFERENCE: NONE



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EXPLANATORY NOTE

This Amendment on Form 10-K/A amends our Annual Report on Form 10-K for the fiscal year ended December 31, 2007, filed with the Securities and Exchange Commission (SEC) on March 17, 2008 (the Original
Filing). We are filing this Amendment to revise our disclosures in Item 9A, Controls and Procedures, and the Certifications of the Chief Executive Officer and Chief Financial Officer found in Exhibit 31.2 and 31.2 to the Form 10-K.
Item 9A, Controls and Procedures, has been amended to include an Evaluation of Disclosure Controls and Procedures and to revise the language in Changes in Internal Control Over Financial Reporting to refer to the
quarter ended December 31, 2007.

Except as described above, the Original Filing has not been amended, updated or
otherwise modified.



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TABLE OF CONTENTS

FORM 10-K/A ANNUAL REPORT

FOR THE YEAR ENDED

DECEMBER 31, 2007

ALLIANCE FINANCIAL CORPORATION



|         |  |  |  |                                            |  |     
|-------- |  |  |  | ------------------------------------------ |  | ----
|         |  |  |  |                                            |  | Page
|         |  |  | 
|PART II  |  |  |  |                                            |  |     
|         |  |  | 
|Item 9A. |  |  |  | Controls and Procedures                    |  | 1   
|         |  |  | 
|PART IV  |  |  |  |                                            |  |     
|         |  |  | 
|Item 15. |  |  |  | Exhibits and Financial Statement Schedules |  | 2   



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PART II



Item 9A  Controls and Procedures

REPORT OF MANAGEMENTS RESPONSIBILITY

Management is responsible for preparation of the consolidated financial statements and related financial information contained in all
sections of this Annual Report on Form 10-K, including the determination of amounts that must necessarily be based on judgments and estimates. It is the belief of management that effective internal controls over financial reporting have been
designed to produce reliable financial statements that have been prepared in conformity, in all material respects, with generally accepted accounting principles appropriate in the circumstances, and that the financial information appearing
throughout this annual report is consistent, in all material respects, with the consolidated financial statements.

The Audit Committee of
the Board of Directors, composed solely of independent directors, meets periodically with the Companys management, internal auditors and independent registered public accounting firm, Crowe Chizek and Company LLC to review matters relating to
the quality of financial reporting, internal accounting control, and the nature, extent, and results of audit efforts. The internal auditors and independent public accounting firm have unlimited access to the Audit Committee to discuss all such
matters.

MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Managements responsibilities related to establishing and maintaining effective disclosure controls and procedures include maintaining effective
internal controls over financial reporting that are designed to produce reliable financial statements in accordance with accounting principles generally accepted in the United States. As disclosed in the Report on Managements Assessment of
Internal Control Over Financial Reporting which is set forth in Item 8 - Financial Statements and Supplementary Data on page 31 and is incorporated herein by reference, management assessed the Corporations system of
internal control over financial reporting as of December 31, 2007, in relation to criteria for effective internal control over financial reporting as described in Internal Control  Integrated Framework, issued by the
Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management believes that, as of December 31, 2007, its system of internal control over financial reporting met those criteria and is effective.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company regularly assesses the adequacy of its internal control over financial reporting and enhances its controls in response to internal control assessments and internal and external audit and regulatory
recommendations. There has been no change in the Companys internal control over financial reporting during the quarter ended December 31, 2007 that has materially affected, or is reasonably likely to materially affect, the Companys
internal control over financial reporting.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

The Companys principal executive officer and principal financial officer evaluated, as of December 31, 2007, the effectiveness of the
Companys disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended). Based on that evaluation, the Companys principal executive officer and principal financial
officer concluded that the Companys disclosure controls and procedures as of December 31, 2007 were effective.

AUDIT REPORT
OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The effectiveness of the Companys internal control over financial reporting
as of December 31, 2007 has been audited by Crowe Chizek and Company LLC, an independent registered public accounting firm, as stated in its report, which is set forth in Item 8  Financial Statements and Supplementary
Data on page 32 and is incorporated herein by reference.



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PART IV

Item 15  Exhibits and Financial Statement Schedules



|              |  |                                                                                                                                                                                                                        
|------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Exhibit                                                                                                                                                                                                                
|              | 
|31.1          |  | Certification of Jack H. Webb, Chairman of the Board, President and Chief Executive Officer of the Registrant, pursuant to Section 302 of the Sarbanes-Oxley Act of
2002                                               
|              | 
|31.2          |  | Certification of J. Daniel Mohr, Treasurer and Chief Financial Officer of the Registrant, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                    
|              | 
|32.1          |  | Certification of Jack H. Webb, Chairman of the Board, President and Chief Executive Officer of the Registrant, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
|              | 
|32.2          |  | Certification of J. Daniel Mohr, Treasurer and Chief Financial Officer of the Registrant, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002                     



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned,
thereunto duly authorized.



|                 |  |  |  |                                |  |                  |  |                                        
|---------------- |  |  |  | ------------------------------ |  | ---------------- |  | ---------------------------------------
|                 |  |  |  | ALLIANCE FINANCIAL CORPORATION
|                 |  |  |  | (Registrant)                  
|                 |  |  | 
|DateMay 20, 2008 |  |  |  | By                             |  | /s/ Jack H. Webb
|                 |  |  |  |                                |  |                  |  | Jack H. Webb, Chairman, President & CEO
|                 |  |  |  |                                |  |                  |  | (Principal Executive Officer)          

|                 |  |  |  |    |  |                   |  |                                             
|---------------- |  |  |  | -- |  | ----------------- |  | --------------------------------------------
|                 |  |  | 
|DateMay 20, 2008 |  |  |  | By |  | /s/J. Daniel Mohr
|                 |  |  |  |    |  |                   |  | J. Daniel Mohr, Treasurer & CFO             
|                 |  |  |  |    |  |                   |  | (Principal Financial and Accounting Officer)



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